L3HARRIS TECHNOLOGIES, INC. /DE/ (Form: S-8, Received: 07/01/2019 14:47:57)

As filed with the Securities and Exchange Commission on July 1, 2019

Registration No. 333- _________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

(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)

L3 TECHNOLOGIES, INC. AMENDED AND RESTATED 2008 LONG TERM PERFORMANCE PLAN

L3 TECHNOLOGIES, INC. MASTER SAVINGS PLAN

AVIATION COMMUNICATIONS & SURVEILLANCE SYSTEMS 401(k) PLAN

(Full title of the plans)

Scott T. Mikuen, Esq.

Senior Vice President, General Counsel and Secretary

L3HARRIS TECHNOLOGIES, INC.

1025 West NASA Boulevard

Melbourne, Florida 32919

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of securities
to be registered

Amount
to be
registered ⁽¹⁾

Proposed
maximum
offering price
per share ⁽²⁾

Proposed
maximum
aggregate
offering price ⁽²⁾

Amount of
registration
fee ⁽²⁾

Common Stock, par value $1.00 per share

(1)

This Registration Statement on Form S-8 (this “ Registration Statement ”) covers the issuance of an aggregate of 4,340,438 shares of common stock, par value $1.00 per share (the “ Common Stock ”) of L3Harris Technologies, Inc., a Delaware corporation (the “ Registrant ”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers any additional shares of Common Stock that may become issuable in respect of the securities identified in the above table by reason of any share dividend, share split, recapitalization, merger, consolidation, reorganization, or other similar transaction or anti-dilution or other adjustment provision of an applicable plan with securities registered herewith which results in an increase in the number of outstanding shares of Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the L3 Technologies, Inc. Master Savings Plan (the “ Master Savings Plan ”) and the Aviation Communications & Surveillance Systems 401(k) Plan (the “ ACSS Plan ”). Pursuant to Rule 457(h)(2), no registration fee is required to be paid in respect of such plan interests.

(2)

With respect to the 1,266,377 shares of Common Stock issuable pursuant to outstanding but unexercised stock options previously granted under the L3 Technologies, Inc. Amended and Restated 2008 Long Term Performance Plan (the “ Long Term Performance Plan ”), pursuant to Rule 457(h)(1) under the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based on the weighted average exercise price of such options. Otherwise, pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the registration fee is calculated based upon the average of the high ($ 191.44 ) and low ($ 187.71 ) sales prices of the Registrant’s Common Stock on June 28, 2019, as reported on the New York Stock Exchange.

(3)	Represents (a) 1,725,041 shares of Common Stock issuable pursuant to the Long Term Performance Plan, (b) 2,599,884 shares of Common Stock issuable pursuant to the Master Savings Plan and (c) 15,513 shares of Common Stock issuable pursuant to the ACSS Plan.

As previously disclosed in the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission (the “ Commission ” ) on October 16, 2018, on October 12, 2018, the Registrant entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ” ) with L3 Technologies, Inc., a Delaware corporation ( “ L3 ” ), and Leopard Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Registrant.

On June 29, 2019, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into L3 (the “ Merger ” ). At the effective time of the Merger (the “ Effective Time ” ), the separate corporate existence of Merger Sub ceased, and L3 continued its existence as the surviving corporation in the Merger and a direct wholly-owned subsidiary of the Registrant, which was renamed “L3Harris Technologies, Inc.” (“ L3Harris ”).

At the Effective Time, each issued and outstanding share of common stock of L3, par value $0.01 per share (“ L3 Common Stock ”) (other than shares of L3 Common Stock owned by the Registrant, Merger Sub or any other direct or indirect wholly-owned subsidiary of the Registrant or shares of L3 Common Stock owned by L3 or any direct or indirect wholly-owned subsidiary of L3, in each case other than any such shares owned by an L3 benefit plan or held on behalf of third parties), was automatically converted into the right to receive 1.30 (the “ Exchange Ratio ”) shares of Common Stock.

Pursuant to the terms of the Merger Agreement, L3’s equity awards granted before October 12, 2018, in accordance with the terms and conditions that were applicable to such awards prior to the Effective Time, generally automatically vested at the Effective Time or, with respect to L3 performance share units that were determined to have been earned based on the level of performance prior to the Effective Time, vested as to the prorated portion of the award to reflect the reduced service period through the Effective Time, and are in the process of being settled in Common Stock (with stock options automatically converted into stock options with respect to Common Stock), in each case, after giving effect to the Exchange Ratio and appropriate adjustments to reflect the consummation of the Merger and the terms and conditions applicable to such awards prior to the Effective Time. Additionally, the remaining (non-accelerated) portion of any earned L3 performance share unit award was converted to a restricted stock unit award with respect to Common Stock, and any L3 restricted stock unit or L3 restricted stock award granted on or after October 12, 2018, but prior to the Effective Time, was converted into a corresponding award with respect to Common Stock, in each case, with the number of shares underlying such award adjusted based on the Exchange Ratio. Pursuant to the Merger Agreement, L3Harris assumed the converted L3 equity awards.

In addition, this Registration Statement registers (i) up to 2,599,884 shares of Common Stock which may be issuable pursuant to the Master Savings Plan and (ii) up to 15,513 shares of Common Stock issuable pursuant to the ACSS Plan.

The Registrant hereby files this Registration Statement to register the 4,340,438 shares of Common Stock of the Registrant issuable in connection with the plans covered by this Registration Statement.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement, as required by Rule 428. Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission are incorporated into this Registration Statement by reference and made a part hereof:

The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended September 28, 2018 , filed with the Commission on October 26, 2018, for the fiscal quarter ended December 28, 2018 , filed with the Commission on January 30, 2019, and for the fiscal quarter ended March 29, 2019 , filed with the Commission on May 2, 2019;

The Registrant’s Current Reports on Form 8-K or 8-K/A (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof) filed with the Commission on August 30, 2018 , October 15, 2018 , October 16, 2018 , October 29, 2018 , October 31, 2018 , December 11, 2018 , December 13, 2018 , January 11, 2019 , February 25, 2019 , April 4, 2019 , May 30, 2019 (accepted at 9:18am), May 30, 2019 (accepted at 9:33am), June 13, 2019 and June 21, 2019 ; and

6.	The description of the Registrant’s Common Stock set forth in the Registrant’s Registration Statements pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and any amendment or report filed for the purpose of updating such description.

All reports and other documents filed by the Registrant, the Master Savings Plan or the ACSS Plan (other than any portion of such filings that are furnished under applicable rules of the Commission rather than filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all reports on Form 11-K filed regarding the Master Savings Plan and the ACSS Plan after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents.

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

Item 4.

Description of Securities.

Item 5.

Interests of Named Experts and Counsel.

Item 6.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “ DGCL ”) permits a corporation to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that 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. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person 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 reasonable cause to believe that the person’s conduct was unlawful.

This power to indemnify applies to actions brought by or in the right of the corporation to procure a judgment in its favor as well, but only to the extent of expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with the further limitation that in such actions no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Where a present or former director or officer of the corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in the prior paragraphs, 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 by such person and, if any such demand is made in advance of the final disposition of any such action, suit or proceeding, promptly upon receipt by the Registrant of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Registrant.

As permitted by Section 102(b)(7) of the DGCL, the Registrant’s Restated Certificate of Incorporation provides that directors of the Registrant 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 and unlawful stock purchases or redemptions or (d) for any transaction from which the director derived an improper personal benefit.

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 also 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 also 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, or is in the process of entering 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 permitted by the DGCL.

The foregoing summaries are subject to the complete text of the DGCL and the Registrant’s Restated Certificate of Incorporation, By-Laws and the other arrangements referred to above and are qualified in their entirety by reference thereto.

Item 7.

Exemption from Registration Claimed.

The list of exhibits is set forth under “ Exhibit Index ” at the end of this Registration Statement and is incorporated by reference herein. The Registrant hereby represents that it has received a favorable determination letter from the Internal Revenue Service (“ IRS ”) for each of the Master Savings Plan and the ACSS Plan to the effect that the plan is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the related trust is exempt from federal income taxes under Section 501(a) of the Code and undertakes that it has made, or will make, all changes required by the IRS in order to maintain the qualified status of the Master Savings Plan and the ACSS Plan.

Item 9.

Undertakings.

The undersigned Registrant hereby undertakes:

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

(i)

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

(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; 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 reports filed with or furnished to the 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, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

(4)

That, for purposes of determining any liability under the Securities Act, 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.

Insofar as indemnification for liabilities arising under the Securities Act 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 and will be governed by the final adjudication of such issue.

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

Restated Certificate of Incorporation of L3Harris Technologies, Inc. (1995), as amended.

Amended and Restated Bylaws of L3Harris Technologies, Inc., dated June 29, 2019.

Specimen stock certificate for the Registrant’s Common Stock.

L3 Technologies, Inc. Amended and Restated 2008 Long Term Performance Plan.

L3 Technologies, Inc. Master Savings Plan, as restated effective January 1, 2017, and amended by Amendment No. 1, dated December 19, 2017, Amendment No. 2, dated December 12, 2018, and Amendment No. 3, effective June 29, 2019.

Aviation Communications & Surveillance Systems 401(k) Plan, as amended and restated effective January 1, 2017, and amended by Amendment No. 1, dated December 18, 2018, and Amendment No. 2, effective June 29, 2019.

Opinion of Scott T. Mikuen, Esq., Senior Vice President, General Counsel and Secretary of the Registrant, as to the validity of the securities registered hereby.

Letter from Ernst & Young LLP regarding unaudited interim financial information.

Consent of Scott T. Mikuen, Esq. (included in Exhibit 5).

Consent of Ernst & Young LLP.

Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP.

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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Florida, on July 1, 2019.

L3HARRIS TECHNOLOGIES, INC.

/s/ William M. Brown

Chairman and Chief Executive Officer

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

/s/ William M. Brown

Chairman and Chief Executive Officer

(Principal Executive Officer)

/s/ Jesus Malave, Jr.

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

/s/ Christopher E. Kubasik

Christopher E. Kubasik

/s/ Sallie B. Bailey

/s/ Peter W. Chiarelli

/s/ Thomas A. Corcoran

/s/ Thomas A. Dattilo

/s/ Robert B. Millard

Pursuant to the requirements of the Securities Act of 1933, the Trustees (or other persons who administer the Master Savings Plan and ACSS Plan) have 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 July 1, 2019.

L3 TECHNOLOGIES, INC. MASTER SAVINGS PLAN

AVIATION COMMUNICATIONS & SURVEILLANCE SYSTEMS 401(k) PLAN

Employee Benefits Committee,

as Plan Administrator

James P. Girard, Chairperson

Exhibit 3.1

RESTATED CERTIFICATE

OF INCORPORATION

HARRIS CORPORATION

(1995)

RESTATED CERTIFICATE OF INCORPORATION

OF HARRIS CORPORATION

(1995)

HARRIS CORPORATION, a corporation organized and existing under and by virtue of an Act of the General Assembly of the State of Delaware, entitled “An Act Providing A General Corporation Law,” approved March 10, 1899, and the acts amendatory thereof and supplemental thereto, the Certificate of Incorporation of which was filed in the office of the Secretary of State of Delaware on December 6, 1926, and recorded in the office of the Recorder of Deeds of the State of Delaware in and for New Castle County on December 6, 1926, does hereby certify:

I. That the name under which this corporation was originally incorporated was “HARRIS-SEYBOLD-POTTER COMPANY.” This name was changed to “HARRIS-SEYBOLD COMPANY” by an amendment to the Certificate of Incorporation filed in the office of the Secretary of State of Delaware on April 3, 1946. The name was further changed to “HARRIS-INTERTYPE CORPORATION” by an amendment to the Certificate of Incorporation filed in the office of the Secretary of State of Delaware on June 27, 1957. The name was further changed to “HARRIS CORPORATION” by an amendment to the Restated Certificate of Incorporation (1972) filed in the office of the Secretary of State of Delaware on May 15, 1974.

II. That at a meeting of the Board of Directors of said corporation held on August 26, 1995, resolutions were duly adopted proposing an amendment to the Restated Certificate of Incorporation (October 1986) of said corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders for their approval; that said amendment was duly adopted by a vote of the stockholders of said corporation on October 27, 1995; that the following Restated Certificate of Incorporation (1995) was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware, that such incorporates that amendment adopted by the shareholders of the corporation on October 27, 1995 and hereby restates and integrates the provisions of said corporation’s Restated Certificate of Incorporation (October 1986) as theretofore amended or supplemented, and that there is no discrepancy between those provisions and the provisions of the following Restated Certificate of Incorporation (1995).

FIRST: The name of this corporation is

HARRIS CORPORATION

SECOND: Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange St., in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange St., Wilmington, Delaware.

THIRD: The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To acquire the entire assets, business and good will of the Harris Automatic Press Company, an Ohio corporation, and of any other corporations and in connection therewith to determine what portion of the assets so acquired shall constitute capital and what portion shall constitute surplus available for dividends on the capital stock of this corporation, such surplus not to exceed the combined surpluses of the companies whose assets are so acquired as of the time of the acquisition thereof;

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation;

To engage in the manufacture of printing and lithographing presses of any and all types and makes, also paper cutting and trimming machinery and any and all machines and articles that may be used in the printing and lithographing business;

To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with, goods, wares and merchandise and real and personal property of every class and description;

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock of, or any bonds, securities or evidence of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state, country, nation or government and while the owner thereof to exercise all the rights, powers and privileges of ownership;

To issue bonds, debentures or obligations of this corporation from time to time, for any of the objects or purposes of the corporation, and to secure the same by mortgage, pledge, deed of trust, or otherwise;

To issue common stock, purchase warrants in connection with the sale or issue of the shares of capital stock of any class, or of other securities in order to vest in the purchasers or holders of such shares of capital stock or other securities the option right to purchase shares of common stock of the corporation in such amount and upon such terms as may be set forth in such warrants, all shares of common stock reserved for the purpose of being sold pursuant to the terms of such warrants to be free from any and all preemptive rights of any stockholders with respect thereto;

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly;

To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of such State, District, Territory, Colony or Country;

In general, to carry on any other business in connection with the foregoing, whether manufacturing or otherwise, and to have and exercise all the powers conferred by the laws of Delaware upon corporations formed under the act hereinafter referred to, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The foregoing clauses shall be construed both as objects and powers; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

FOURTH: Section 1. The total number of shares of all classes of stock which this corporation shall have authority to issue is 251,000,000 shares, of which 250,000,000 shares shall be Common Stock of the par value of $1 per share and 1,000,000 shares shall be Preferred Stock without par value.

Section 2. The terms and provisions of the Common Stock of the par value of $1 per share are as follows:

A. The holders of Common Stock are entitled at all times to one vote for each share; subject, however, to the voting rights of the holders of the Preferred Stock. The Common Stock is subject to all of the terms and provisions of the Preferred Stock as fixed by the Board of Directors as hereinafter provided.

B. No holder of any class of shares of the corporation shall have any preemptive or other preferential right to subscribe to or purchase any shares of any class of stock of the corporation, whether now or hereafter authorized and whether unissued or in the treasury, or to subscribe to or purchase any obligations convertible into shares of any class of stock of the corporation, at any time issued or sold.

Section 3. The Preferred Stock shall be issued from time to time in one or more series with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at

such rate or rates; on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) shall have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby vested in the Board.

FIFTH: This corporation is to have perpetual existence.

SIXTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

SEVENTH: In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

To make and alter the by-laws of this corporation, to fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of this corporation (other than the stock ledger) or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by resolution of the stockholders or directors.

If the by-laws so provide, to designate two or more of its number to constitute an executive committee, which committee shall for the time being, as provided in said resolution or in the by-laws of this corporation, have and exercise any or all of the powers of the Board of Directors in the management of the business and affairs of this corporation, and have power to authorize the seal of this corporation to be affixed to all papers which may require it.

Pursuant to the affirmative vote of the holders of at least a majority of the stock issued and outstanding, having voting power, given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of this corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interest of the corporation.

This corporation may in its by-laws confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statute.

Both stockholders and directors shall have power, if the by-laws so provide, to hold their meetings, and to have one or more offices within or without the State of Delaware, and to keep the books of this corporation (subject to the provisions of the statutes), outside of the State of Delaware, at such places as may be from time to time designated by the Board of Directors.

EIGHTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in the Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

NINTH: Section 1. A. Higher Vote for Certain Business Combinations . In addition to any affirmative vote required by law or this Certificate of Incorporation, and except as otherwise expressly provided in Section 2 of this Article:

(i) any merger or consolidation or share exchange of this corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder, in each case without regard as to which entity shall be the surviving entity; or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of this corporation or any Subsidiary having an aggregate Fair Market Value of $1,000,000 or more; or

(iii) the issuance or transfer by this corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of this corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or

(iv) the adoption of any plan or proposal for the liquidation or dissolution of this corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

(v) any reorganization or reclassification of securities (including any reverse stock split, or recapitalization of this corporation, or any merger or consolidation of this corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of this corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder;

shall require the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding shares of capital stock of this corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class (it being understood that for purposes of this Article, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Fourth of this Certificate of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

B. Definition of “Business Combination.” The term “Business Combination” as used in this Article shall mean any transaction which is referred to in any one or more of Clauses (i) through (v) of Paragraph A of this Section 1.

Section 2. The provisions of Section 1 of this Article shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Certificate of Incorporation, if all of the conditions specified in either of the following Paragraphs A and B are met:

A. Approved by Continuing Directors. The Business Combination shall have been approved by a majority of the Continuing Directors (as hereinafter defined).

B. Price and Procedure Requirements. All of the following conditions shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common Stock acquired by it (a) within the 2-year period immediately prior to the first public announcement of the proposal of the Business Combination or (b) in the transactions in which it became an Interested Stockholder, whichever is higher;

(ii) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it.

(iii) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of this corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

Section 3. For the purposes of this Article:

A. A “person” shall mean any individual, firm, corporation or other entity.

B. “Interested Stockholder” shall mean any person (other than this corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly or indirectly, of more than 10 percent of the voting power of the outstanding Voting Stock; or

(ii) is an Affiliate of this corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

C. A person shall be a “beneficial owner” of any Voting Stock:

(i) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

D. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph B of this Section 3, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph C of this Section 3 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

E. “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 27, 1984, and shall include in any case any person that directly or indirectly controls or is controlled by or is under common control with the person specified.

F. “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by this corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph B of this Section 3, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by this corporation.

G. “Continuing Director” means any member of the Board of Directors of this corporation who is unaffiliated with the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director who is unaffiliated with the Interested Stockholder and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board.

H. “Fair Market Value” means (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

I. In the event of any Business Combination in which this corporation survives, the phrase “consideration [other than cash] to be received” as used in Paragraphs B(i) and (ii) of Section 2 of this Article shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

J. The directors of this corporation shall have the power and duty to determine on the basis of information known to them after reasonable inquiry, (i) whether a person is an

Interested Stockholder, (ii) the number of shares of Voting Stock beneficially owned by any person, (iii) whether a person is an Affiliate or Associate of another, and (iv) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by this corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or more.

Section 4. Nothing contained in this Article shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Section 5. Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of this corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the bylaws of this corporation), the affirmative note of the holders of 80 percent or more of the voting power of the shares of the then outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article of this Certificate of Incorporation.

TENTH: Section 1. Any purchase by this corporation of shares of Voting Stock from an Interested Shareholder, other than pursuant to an offer to the holders of all of the outstanding shares of the same class of Voting Stock as those so purchased, at a per share price in excess of the Market Price at the time of such purchase of the shares so purchased, shall require the affirmative vote of the holders of that amount of the voting power of the Voting Stock equal to the sum of:

(i) the voting power of the shares of Voting Stock of which the Interested Shareholder is the beneficial owner, and

(ii) a majority of the voting power of the remaining outstanding shares of Voting Stock, voting together as a single class.

Section 2. In any election of directors of this corporation on or after the date on which any 40 percent Shareholder (as hereinafter defined) becomes a 40 percent Shareholder, and until such time as no 40 percent Shareholder any longer exists, there shall be cumulative voting for election of directors so that any holder of shares of Voting Stock entitled to vote in such election shall be entitled to as many votes as shall equal the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares would be entitled except for the provision of this Section 2, and such shareholder may cast all of such votes for a single director, or distribute such votes among as many candidates as such shareholder sees fit. In any such election of directors, one or more candidates for the Board of Directors of the corporation may be nominated by a majority of the Disinterested Directors. With respect to any candidates nominated by a majority of the Disinterested Directors or by any person who is the beneficial owner of shares of Voting Stock having a Market Price of $100,000 or more, there shall be included in any proxy statement or other communication with respect to such election to be sent to holders of shares of Voting Stock by the corporation during the period in which there is a 40 percent Shareholder, at the expense of the corporation, descriptions and other statements of or with respect to such candidates submitted by them or on their behalf, which shall receive equal space, coverage and treatment as is received by candidates nominated by the Board of Directors or management of the corporation.

Section 3. It shall be the duty of any Interested Shareholder:

(i) to give or cause to be given written notice to the corporation, immediately upon becoming an Interested Shareholder, of such person’s status as an Interested Shareholder and of such other information as the corporation may reasonably require with respect to identifying all owners and amount of ownership of the outstanding Voting Stock of which such Interested Shareholder is a beneficial owner as defined herein, and

(ii) to notify the corporation promptly in writing of any change in the information provided in subparagraph (i) of this Section 3,

provided , however , that the failure of an Interested Shareholder to comply with the provisions of this Section 3 shall not in any way be construed to prevent the corporation from enforcing the provisions of this Article.

Section 4. For the purposes of this Article:

A. A “person” shall mean any individual, firm, corporation, or other entity.

B. “Voting Stock” shall mean the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors.

C. “Interested Shareholder” shall mean any person (other than the corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly, or indirectly, of 5 percent or more of the voting power of the outstanding Voting Stock; or

(ii) is an Affiliate of the corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 5 percent or more of the voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

D. “40 percent Shareholder” shall mean any person (other than the corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly or indirectly, of 40 percent or more of the voting power of the outstanding Voting Stock; or

(ii) is an Affiliate of the corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 40 percent or more of the voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any 40 percent Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

E. A person shall be a “beneficial owner” of any Voting Stock:

(i) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement, or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of any shares of Voting Stock.

F. For the purpose of determining whether a person is an Interested Shareholder or a 40 percent Shareholder pursuant to this Section 4, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph E of this Section 4 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

G. “Market Price” means the last closing sale price immediately preceding the time in question of a share of the stock in question on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the last closing bid quotation with respect to a share of such stock immediately preceding the time in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use (or any other system of reporting or ascertaining quotations then available), or if such stock is not so quoted, the fair market value at the time in question of a share of such stock as determined by the Board in good faith.

H. “Fair Market Value” means:

(i) in the case of stock, the Market Price, and

(ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.

I. “Disinterested Director” means any member of the Board of Directors of the corporation (the “Board”) who is unaffiliated with any Interested Shareholder and/or 40 percent Shareholder and was a member of the Board prior to the time that any Interested Shareholder or 40 percent Shareholder became an Interested Shareholder or 40 percent Shareholder, and any successor of a Disinterested Director who is unaffiliated with any Interested Shareholder or 40 percent Shareholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board.

Section 5. A majority of the Disinterested Directors of the corporation shall have the power and duty to determine for the purposes of this Article, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Shareholder or a 40 percent Shareholder, (B) the number of shares of Voting Stock beneficially owned by any person, and (C) whether a person is an Affiliate or an Associate of another person. The good faith determination of a majority of the Disinterested Directors shall be conclusive and binding for all purposes of this Article.

Section 6. Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation, or the bylaws of the corporation), the affirmative vote of the holders of at least 80 percent of the voting power of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article.

ELEVENTH: The business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of not less than 8 or more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors.

At the 1985 annual meeting of stockholders, Class I directors shall be elected for a 1-year term, Class II directors for a 2-year term and Class III directors for a 3-year term. At each succeeding annual meeting of stockholders beginning in 1986, successors to the class of directors whose term expires at that annual meeting shall be elected for a 3-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to

maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred or preference stock issued by this corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article unless expressly provided by such terms.

No person (other than person nominated by or on behalf of the Board of Directors) shall be eligible for election as a director at any annual or special meeting of stockholders unless a written request that his or her name be placed in nomination is received from a stockholder of record by the Secretary of this corporation not less than 30 days prior to the date fixed for the meeting, together with the written consent of such person to serve as a director.

No director of this corporation shall be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit.

TWELFTH: No action shall be taken by stockholders of this corporation except at an annual or special meeting of stockholders of this corporation.

IN WITNESS WHEREOF, HARRIS CORPORATION has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its Chairman, President and Chief Executive Officer, and its Assistant Secretary this 8th day of December, 1995.

HARRIS CORPORATION

By:

/s/ P. W. Farmer

P.W. Farmer, Chairman, President

and Chief Executive Officer

Attest:

/s/ K. G. Fink

K.G. Fink, Assistant Secretary

STATE OF FLORIDA )

BREVARD COUNTY ) ss:

BE IT REMEMBERED that on this 8th day of December, 1995, personally came before me, a Notary Public in and for the County and State aforesaid, P.W. Farmer, Chairman, President and Chief Executive Officer, and K.G. Fink, Assistant Secretary of Harris Corporation, a corporation of the State of Delaware, the corporation described in and which executed the foregoing Certificate, known to me personally to be such, and they, the said P.W. Farmer and K.G. Fink, as such Chairman, President and Chief Executive Officer, and such Assistant Secretary, duly executed said Certificate before me and acknowledged the said Certificate to be their act and deed and the act and deed of said corporation and that the facts stated therein are true; that the signatures of said Chairman, President and Chief Executive Officer, and Assistant Secretary of said corporation to said foregoing Certificate are in the handwriting of the said Chairman, President and Chief Executive Officer, and Assistant Secretary of said corporation, respectively, and that the seal affixed to said Certificate is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

/s/ Sandra DePascale

Sandra DePascale

Notary Public, State of Florida

Commission CC 342399

Commission Expires 02/13/98

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

HARRIS CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

HARRIS CORPORATION

2. The registered office of the corporation with the State of Delaware is changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby change to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Executed on December 20, 2007.

/s/ Scott T. Mikuen

Scott T. Mikuen

Corporate Secretary

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

HARRIS CORPORATION

HARRIS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to Section 1 of Article FOURTH of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for approval and adoption. The Board of Directors approved the following amendment to Section 1 of Article FOURTH of the Restated Certificate of Incorporation of the Corporation, to read in its entirety as follows:

“FOURTH: Section 1. The total number of shares of all classes of stock which this corporation shall have authority to issue is 501,000,000 shares, of which 500,000,000 shares shall be common stock of the par value of $1 per share and 1,000,000 shares shall be preferred stock without par value.”

SECOND: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to Article ELEVENTH of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for approval and adoption. The Board of Directors approved amendments to Article ELEVENTH of the Restated Certificate of Incorporation of the Corporation so that such Article ELEVENTH shall read in its entirety as follows:

“ELEVENTH: The business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of not less than 8 or more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors.

“At the 2008 annual meeting of stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2011 annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. Commencing at the 2009 annual meeting of stockholders, directors shall be elected annually for terms of one year, except that any director in office at the 2009 annual meeting whose term expires at the annual meeting of stockholders in 2010 or 2011 (a “Continuing Classified Director”) shall

continue to hold office until the end of the term for which such director was elected and until such director’s successor shall have been elected and qualified. At each annual meeting of stockholders after the terms of all Continuing Classified Directors have expired, all directors shall be elected for terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. In no case will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

“Any director, or the entire Board of Directors, of this corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of stockholders called for that purpose, except that Continuing Classified Directors may be removed only for cause.

“Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred or preference stock issued by this corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by such terms.

“No person (other than a person nominated by or on behalf of the Board of Directors) shall be eligible for election as a director at any annual or special meeting of stockholders unless a written request that his or her name be placed in nomination is received from a stockholder of record by the Secretary of this corporation not less than 30 days prior to the date fixed for the meeting, together with the written consent of such person to serve as a director.

“No director of this corporation shall be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit.”

THIRD: That thereafter, pursuant to the resolutions of the Board of Directors, the proposed amendments were submitted to the stockholders of the Corporation for consideration at the 2008 Annual Meeting of Shareholders, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, and at such meeting a majority of the outstanding stock entitled to vote thereon was voted in favor of the amendments.

FOURTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation of Harris Corporation to be executed on its behalf by Scott T. Mikuen, an authorized officer of the Corporation as of this 28th day of October, 2008.


HARRIS CORPORATION

By:		/s/ Scott T. Mikuen
		Scott T. Mikuen
		Vice President, Associate General
		Counsel and Secretary

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

HARRIS CORPORATION

HARRIS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for approval and adoption. Said amendment approved by the Board of Directors was to add a new Article THIRTEENTH to the Restated Certificate of Incorporation of the Corporation, which new Article THIRTEENTH reads in its entirety as follows:

“THIRTEENTH: Special meetings of stockholders of this corporation may be called at any time by, but only by, the board of directors of this corporation or, as and to the extent required by the by-laws of this corporation, by the Secretary of this corporation upon the written request of the holders of record of not less than 25% of the voting power of all outstanding shares of Common Stock of this corporation, such voting power to be calculated and determined in the manner specified, and with any limitations as may be set forth, in this corporation’s by-laws. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.”

SECOND: That thereafter, pursuant to the resolutions of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation for consideration at the 2012 Annual Meeting of Shareholders, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, and at such meeting a majority of the outstanding stock entitled to vote thereon was voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


HARRIS CORPORATION

By:		/s/ Scott T. Mikuen
		Scott T. Mikuen
		Vice President, General
		Counsel and Secretary

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

HARRIS CORPORATION

Harris Corporation (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), does hereby certify that:

1. The Restated Certificate of Incorporation of the Corporation is hereby amended as follows:

FIRST: Article FIRST to the Restated Certificate of Incorporation of the Corporation shall hereby be amended and restated to read in its entirety as follows:

“FIRST: The name of the corporation is L3Harris Technologies, Inc.”

SECOND: Article SEVENTH of the Restated Certificate of Incorporation of the Corporation shall hereby be amended and restated to read in its entirety as follows:

“SEVENTH: In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

Subject to Article FOURTEENTH of this Certificate of Incorporation, to make and alter the by-laws of this corporation, to fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

Subject to Article FOURTEENTH of this Certificate of Incorporation, if the by-laws so provide, to designate two or more of its number to constitute an executive committee, which committee shall for the time being, as provided in said resolution or in the by-laws of this corporation, have and exercise any or all of the powers of the Board of Directors in the management of the business and affairs of this corporation, and have power to authorize the seal of this corporation to be affixed to all papers which may require it.

Subject to Article FOURTEENTH of this Certificate of Incorporation, this corporation may in its by-laws confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statute.

THIRD: Article EIGHTH of the Restated Certificate of Incorporation of the Corporation shall hereby be amended and restated to read in its entirety as follows:

“EIGHTH: Subject to Article FOURTEENTH of this Certificate of Incorporation, this corporation reserves the right to amend, alter, change or repeal any provision contained in the Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.”

FOURTH: Article ELEVENTH of the Restated Certificate of Incorporation of the Corporation shall hereby be amended and restated to read in its entirety as follows:

“ELEVENTH: Subject to Article FOURTEENTH of this Certificate of Incorporation, the business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of not less than 8 or more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors.

At each annual meeting of stockholders, all directors shall be elected for terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. In no case will a decrease in the number of directors shorten the term of any incumbent director.

Subject to Article FOURTEENTH of this Certificate of Incorporation, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Any director, or the entire Board of Directors, of this corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of stockholders called for that purpose.

FIFTH: The Restated Certificate of Incorporation of the Corporation shall hereby be amended by adding a new Article FOURTEENTH, which new Article FOURTEENTH shall read in its entirety as follows:

“FOURTEENTH:

Section 1. Definitions

“ Closing Date ” means the Closing Date (as such term is defined in the Merger Agreement).

“ Designated L3 Directors ” means the directors of this corporation (other than the Former L3 CEO) who were designated by L3 prior to the Effective Time and appointed by the Board of Directors to serve as directors of this corporation effective as of the Effective Time, in each case, pursuant to Article IV of the Merger Agreement.

“ Designated Harris Directors ” means the directors of this corporation (other than the Pre-Closing CEO) who were designated by Harris prior to the Effective Time to continue to serve as directors of this corporation effective as of the Effective Time, in each case, pursuant to Article IV of the Merger Agreement.

“ Effective Time ” means the Effective Time (as such term is defined in the Merger Agreement).

“ Former L3 CEO ” means the chairman, chief executive officer and president of L3 as of immediately prior to the Effective Time.

“ Former L3 Directors ” means the Designated L3 Directors and the Former L3 CEO.

“ Former Harris Directors ” means the Designated Harris Directors and the Pre-Closing CEO.

“ Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of October 12, 2018, among L3 Technologies, Inc. (“L3”), Harris Corporation (“Harris”) and Leopard Merger Sub Inc., as amended, restated, supplemented or otherwise modified from time to time.

“ Pre-Closing CEO ” means the chairman, chief executive officer and president of this corporation as of immediately prior to the Effective Time.

“ Supermajority ” of the directors then serving or, where applicable, the independent directors then serving means at least seventy-five percent (75%) of such directors or independent directors, as applicable; provided, that if such Supermajority yields a non-integer number of directors or independent directors, as applicable, the requisite number of directors or independent directors, as applicable, shall be rounded up to the nearest integer.

Section 2. Board of Directors

A. From and after the Closing Date until the third (3 ^rd ) anniversary of the Closing Date (the “ Specified Post-Merger Period ”), unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary (except that such resolution shall not provide that the business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of less than 8 or more than 13 directors), the Board of Directors shall be comprised of twelve (12) members.

B. As of the Effective Time, the Board of Directors shall be composed of (i) five (5) Designated L3 Directors; (ii) five (5) Designated Harris Directors; (iii) the Former L3 CEO; and (iv) the Pre-Closing CEO.

C. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, any vacancy on the Board of Directors shall be filled by a nominee designated and proposed by the Nominating and Governance Committee and approved by the affirmative vote of a Supermajority of the then-serving directors.

D. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, any approval for nomination or nomination by the Board of Directors of any candidate for election to the Board of Directors at any meeting of stockholders at which the stockholders of the Company shall elect directors of the Company must be approved by the affirmative vote of a Supermajority of the then-serving directors, as applicable; provided , that if such candidate is a Former L3 Director or Former Harris Director then serving on the Board of Directors, such approval need only be by the affirmative vote of at least a majority of the then-serving directors.

Section 3. Executive Chairman; Vice-Chairman and Lead Independent Director

A. During the Specified Post-Merger Period, unless a Supermajority of the then-serving independent directors shall have adopted a resolution to the contrary, (i) the Pre-Closing CEO shall serve as Executive Chairman of the Board of Directors; and (ii) the Former L3 CEO shall serve as Vice Chairman of the Board of Directors.

B. As of the Effective Time, the Lead Independent Director of the Board of Directors shall be a Designated L3 Director designated by L3 prior to the Effective Time pursuant to Article IV of the Merger Agreement; provided that such Designated L3 Director must meet the independence standards of the NYSE with respect to the Company as of the Effective Time.

C. During the Specified Post-Merger Period, unless a Supermajority of the then-serving independent directors shall have adopted a resolution to the contrary (excluding, with respect to any such resolution in regard to clauses (i) or (ii) below that is in respect of the Lead Independent Director, the Lead Independent Director then-serving in such role), (i) the removal of, or the failure to designate, appoint or elect, (A) the Pre-Closing CEO to serve as the Executive Chairman, (B) the Former L3 CEO to serve as the Vice Chairman or (C) the Designated L3 Director designated as the Lead Independent Director prior to the Effective Time to serve as the Lead Independent Director of the Board of Directors or (ii) any material modification to any of the duties or authority of each of the Executive Chairman, the Vice Chairman or the Lead Independent Director of the Board of Directors, in each case of clauses (i) and (ii), shall require the affirmative vote of a Supermajority of the then-serving independent directors (excluding, in each case of clauses (i) and (ii), to the extent such proposed removal, failure to designate, appoint or elect or such material modification is in respect of the Lead Independent Director, the Lead Independent Director then-serving in such role).

Section 4. Board Committees

A. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, (i) the Board of Directors shall designate, establish and maintain the following standing committees (each, a “ Specified Post-Merger Committee ”): (A) the Audit Committee, (B) the Nominating and Governance Committee; (C) the Finance Committee; and (D) the Compensation Committee; (ii) each such Specified Post-Merger Committee shall consist of at least four (4) directors and; (iii) the Board of Directors shall have discretion to change the name(s) of such standing committees from time to time by the affirmative vote of a majority of the then-serving directors.

B. As of the Effective Time, each Specified Post-Merger Committee shall be composed of an equal number of Former Harris Directors and Former L3 Directors. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, the members of each Specified Post-Merger Committee (including the initial members as of the Effective Time) shall be designated, appointed and approved by the affirmative vote of a Supermajority of the then-serving directors.

C. As of the Effective Time, (i) the chairperson of the Audit Committee shall be a Former L3 Director; (ii) the chairperson of the Nominating and Governance Committee shall be a Former L3 Director; (iii) the chairperson of the Finance Committee shall be a Former Harris Director; and (iv) the chairperson of the Compensation Committee shall be a Former Harris Director. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, the chairperson of each Specified Post-Merger Committee (including the initial chairperson for each Specified Post-Merger Committee as of the Effective Time) shall be designated, appointed and approved by the affirmative vote of a Supermajority of the then-serving directors; provided that each such designated chairperson must meet all director independence and other standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission applicable to his or her service as chairperson.

Section 5. Integration Steering Committee

During the Specified Post-Merger Period, unless a Supermajority of the then-serving independent directors shall have adopted a resolution to the contrary, the Pre-Closing CEO and the Former L3 CEO shall (i) establish and co-chair an integration steering committee to be composed of executives and other employees to be mutually selected by the Pre-Closing CEO and the Former L3 CEO at any time and from time to time and (ii) have joint responsibility for overseeing the officer of this corporation that is responsible for leading the integration process of the businesses of Harris and L3 following the Effective Time.

Section 6. Chief Executive Officer

A. Until the second (2 ^nd ) anniversary of the Closing Date, unless a Supermajority of the then-serving independent directors shall have adopted a resolution to the contrary, the Pre-Closing CEO shall serve as the Chief Executive Officer. As of the Effective Time, the Chief Executive Officer shall be responsible for oversight of enterprise-wide functions; and executive officers, including the President and Chief Operating Officer, Chief Financial Officer, Human Resources Officer, General Counsel, Chief Technology Officer and Chief Information Officer, shall directly report to the Chief Executive Officer; provided, however, that the performance evaluation of the President and Chief Operating Officer shall be conducted by the then-serving independent directors.

B. From the second (2 ^nd ) anniversary of the Closing Date until his resignation, removal (in accordance with this Section 6) or other permanent cessation of service (unless he shall have earlier resigned or otherwise permanently ceased his service to this corporation), the Former L3 CEO shall serve as the Chief Executive Officer, unless prior to the expiration of the Specified Post-Merger Period, a Supermajority, and after the expiration of the Specified Post-Merger Period a majority, of the then-serving independent directors shall have adopted a resolution to the contrary.

C. During the Specified Post-Merger Period, unless a Supermajority of the then-serving independent directors shall have adopted a resolution to the contrary, the following actions shall require the affirmative vote of a Supermajority of the then-serving independent directors:

(i) the removal of, or failure to appoint, (A) prior to the second (2 ^nd ) anniversary of the Closing Date, the Pre-Closing CEO (unless he shall have earlier resigned or otherwise permanently ceased his service to this corporation) and (B) on and after the second (2 ^nd ) anniversary of the Closing Date until the expiration of the Specified Post-Merger Period (unless he shall have earlier resigned or otherwise permanently ceased his service to this corporation), the Former L3 CEO, in each case, as Chief Executive Officer;

(ii) cancel, delay or otherwise prevent the appointment of the Former L3 CEO as the Chief Executive Officer on the second (2 ^nd ) anniversary of the Closing Date (unless he shall have earlier resigned or otherwise permanently ceased his service to this corporation);

(iii) the replacement of the Chief Executive Officer upon his resignation, removal or other permanent cessation of service ( provided , that upon the removal (in accordance with this Section 6), resignation or other permanent cessation of service of the Pre-Closing CEO as Chief Executive Officer prior to the second (2 ^nd ) anniversary of the Closing Date, the Former L3 CEO shall be appointed and serve as the Chief Executive Officer (unless he shall have earlier resigned or otherwise permanently ceased his service to this corporation));

(iv) any material modification to any of the duties, authority or reporting relationships of the Chief Executive Officer; or

(v) any material modification to the compensation arrangements of the Chief Executive Officer (if either the Pre-Closing CEO or the Former L3 CEO is then serving as the Chief Executive Officer).

Section 7. President and Chief Operating Officer

A. Until the second (2 ^nd ) anniversary of the Closing Date, unless a Supermajority of the then-serving independent directors shall have adopted a resolution to the contrary, the Former L3 CEO shall serve as the President and Chief Operating Officer. As of the Effective Time, the President and Chief Operating Officer shall be responsible for oversight of operational functions; and operating functions, including the president(s) of each operating segment, business development, supply chain and manufacturing, shall directly report to the President and Chief Operating Officer.

B. Until the second (2 ^nd ) anniversary of the Closing Date, unless a Supermajority of the then-serving independent directors shall have adopted a resolution to the contrary, the following actions will require the affirmative vote of a Supermajority of the then-serving independent directors:

(i) the removal of, or failure to appoint, the Former L3 CEO as President and Chief Operating Officer (unless he shall have earlier resigned or otherwise permanently ceased his service to this corporation);

(ii) any material modification to any of the duties, authority or reporting relationships of the President and Chief Operating Officer; or

(iii) any material modification to the compensation arrangements of the President and Chief Operating Officer (if the Former L3 CEO is then serving as President and Chief Operating Officer).

Section 8. Corporate Headquarters

As of the Effective Time, the headquarters of this corporation shall be in Melbourne, Florida (which headquarters shall, for purposes of this Certificate of Incorporation, be deemed to be the “principal executive office” and “principal place of business” of this corporation).

Section 9. Amendments to this Article FOURTEENTH; Conflicts

A. During the Specified Post-Merger Period, the provisions of this Article FOURTEENTH shall not be modified, amended or repealed, and any provision of this Article FOURTEENTH or other resolution inconsistent with this Article FOURTEENTH shall not be adopted, or any such modification, amendment, repeal or inconsistent provision of this Article FOURTEENTH or other resolutions shall not be recommended for adoption by the stockholders of this corporation (each, an “ Amendment ”), without the approval of a Supermajority of the then-serving directors; provided that (i) the approval of a Supermajority of the then-serving independent directors shall be required for any Amendment of Section 3 of this Article FOURTEENTH (other than to the extent such Amendment relates to the Lead Independent Director), Section 6 of this Article FOURTEENTH and Section 7 of this Article FOURTEENTH and (ii) the approval of a Supermajority of the then-serving independent directors (excluding the Lead Independent Director if a Lead Independent Director is then-serving in such role) shall be required for any Amendment of Section 3 of this Article FOURTEENTH to the extent such Amendment relates to the Lead Independent Director.

B. In the event of any inconsistency between any other provision of this Certificate of Incorporation (other than Article TENTH) or any provision of the by-laws of this corporation, on the one hand, and any provision of this Article FOURTEENTH, on the other hand, the provisions of this Article FOURTEENTH shall control; provided, that in the event of any inconsistency between Article TENTH of this Certificate of Incorporation and the provisions of this Article FOURTEENTH, the provisions of Article TENTH shall control.”

2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

3. This Certificate of Amendment shall become effective as of 12:01 a.m., Eastern Daylight Time, on June 29, 2019.

[ Signature page follows ]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged on its behalf by its duly authorized officer as of this 28 ^th day of June, 2019.

	HARRIS CORPORATION

	By:	/s/ Scott T. Mikuen

	Name: Scott T. Mikuen
	Title: Senior Vice President, General Counsel and Secretary

[ Signature Page to Certificate of Amendment ]

Exhibit 3.2

BY-LAWS OF

L3HARRIS TECHNOLOGIES, INC.

As Amended and Restated Effective June 29, 2019

BY-LAWS OF

L3HARRIS TECHNOLOGIES, INC.

ARTICLE I.
Offices.

The registered office of L3Harris Technologies, Inc. (the “Company”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

The Company may also have offices at such other places as the Board of Directors from time to time may determine or the business of the Company may require.

ARTICLE II.
Meetings of Shareholders.

Section 1. Place of Meeting . All meetings of shareholders for the election of directors or for any other purposes whatsoever shall be held at the office of the Company in the City of Wilmington, Delaware, or elsewhere within or without the State of Delaware, as may be decided upon from time to time by the Board of Directors and indicated in the notice of the meeting.

Section 2. Annual Meeting . The annual meeting of the shareholders shall be held on such date as the Board of Directors may determine and at the time as shall be decided by the Board of Directors and indicated in the notice of the meeting. Directors shall be elected thereat and such other business transacted as may be specified in the notice of the meeting, or as may be properly brought before the meeting.

Section 3. Special Meetings . (a) Special meetings of the shareholders may be called by, and only by, (i) the Board of Directors, or (ii) solely to the extent required by Section 3(b) hereof, the Secretary of the Company. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

(b) A special meeting of the shareholders shall be called by the Secretary upon the written request of the holders Owning of record continuously for a period of at least one year prior to the date set forth on the Special Meeting Request (as defined below) not less than twenty-five percent of the voting power of all outstanding shares of common stock of the Company (the “Requisite Percent”), subject to the following:

(1) In order for a special meeting upon shareholder request (a “Shareholder Requested Special Meeting”) to be called by the Secretary, one or more written requests for a special meeting (each, a “Special Meeting Request,” and collectively, the “Special Meeting Requests”) stating the purpose of the special meeting and the matters proposed to be acted upon thereat must be signed and dated by the Requisite Percent of record holders of common stock of the Company (or their duly authorized agents), must be delivered to the Secretary at the principal executive offices of the Company and must set forth:

(i) the information required by the second paragraph of Section 8(b) of this Article II; and

(ii) an agreement by the requesting shareholder(s) to notify the Company immediately in the case of any disposition prior to the record date for the Shareholder Requested Special Meeting of shares of common stock of the Company owned of record and an acknowledgement that any such disposition shall be deemed a revocation of such Special Meeting Request to the extent of such disposition, such that the number of shares disposed of shall not be included in determining whether the Requisite Percent has been reached.

For purposes of this Section 3 and references to Shareholder Requested Special Meetings in these By-Laws, “Own”, “Owned” or “Owning” shall mean shares (a) with respect to which a person has title or to which a person’s nominee, custodian or other agent has title and which such nominee, custodian or other agent is holding on behalf of such person, or (b) with respect to which a person (1) has purchased, or has entered into an unconditional contract, binding on both parties thereto, to purchase such shares, but has not yet received such shares, (2) owns a security convertible into or exchangeable for such shares and has tendered such security for conversion or exchange, (3) has an option to purchase or acquire, or rights or warrants to subscribe to, such shares, and has exercised such option, rights or warrants or (4) holds a securities futures contract to purchase such shares and has received notice that the position will be physically settled and is irrevocably bound to receive the underlying shares; provided , that (I) a shareholder or beneficial owner shall be deemed to Own shares only to the extent that such shareholder or beneficial owner has a net long position in such shares, (II) the number of shares Owned, directly or indirectly, by any shareholder or beneficial owner shall not include the number of shares as to which such holder does not have the right to vote or direct the vote on the matter or matters to be brought before the special shareholders meeting, (III) a shareholder or beneficial owner shall not be deemed to Own shares as to which such holder has entered into any Derivative Transaction (as defined in Section 8 of this Article II) and (IV) whether shares constitute shares Owned shall be decided by the Board of Directors in its reasonable determination, which determination shall be conclusive and binding on the Company and its shareholders.

The Company will provide the requesting shareholder(s) with notice of the record date for the determination of shareholders entitled to vote at the Shareholder Requested Special Meeting. Each requesting shareholder is required to update the notice delivered pursuant to this Section 3 not later than ten business days after such record date to provide any material changes in the foregoing information as of such record date.

In determining whether a special meeting of shareholders has been requested by the record holders of shares representing in the aggregate at least the Requisite Percent, multiple Special Meeting Requests delivered to the Secretary will be considered together only if each such Special Meeting Request (x) identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting (in each case as determined in good faith by the Board of Directors), and (y) has been dated and delivered to the Secretary within sixty days of the earliest dated of such Special Meeting Requests. If the record holder is not the signatory to the Special Meeting Request, such Special Meeting Request will not be valid unless documentary evidence is supplied to the Secretary at the time of delivery of such Special Meeting Request (or within ten business days thereafter) of such signatory’s authority to execute the Special Meeting Request on behalf of the record holder. Any requesting shareholder may revoke his, her or its Special Meeting Request at any time by written revocation delivered to the Secretary at the principal executive offices of the Company; provided , however , that if following such revocation (or any deemed revocation pursuant to clause (ii) above), the unrevoked valid Special Meeting Requests represent in the aggregate less than the Requisite Percent, there shall be no requirement to hold a special meeting. The first date on which unrevoked valid Special Meeting Requests constituting not less than the Requisite Percent shall have been delivered to the Company is referred to herein as the “Request Receipt Date”.

(2) Special Meeting Request shall not be valid if:

(i) the Special Meeting Request relates to an item of business that is not a proper subject for shareholder action under applicable law;

(ii) the Request Receipt Date is during the period commencing ninety days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting;

(iii) the purpose specified in the Special Meeting Request is not the nomination, election or removal of directors and an identical or substantially similar item (as determined in good faith by the Board of Directors, a “Similar Item”) was presented at any meeting of shareholders held within the twelve months prior to the Request Receipt Date;

(iv) the purpose specified in the Special Meeting Request is the nomination, election or removal of directors and a Similar Item was presented at any meeting of shareholders held within one hundred and twenty days prior to the Request Receipt Date; or

(v) a Similar Item is included in the Company’s notice as an item of business to be brought before a shareholder meeting that has been called but not yet held or that is called for a date within ninety days of the Request Receipt Date.

(3) A Shareholder Requested Special Meeting shall be held at such date and time as may be fixed by the Board of Directors; provided , however , that the Shareholder Requested Special Meeting shall be called for a date not more than ninety days after the Request Receipt Date.

(4) Business transacted at any Shareholder Requested Special Meeting shall be limited to (i) the purpose(s) stated in the valid Special Meeting Request(s) received from the Requisite Percent of record holders and (ii) any additional matters that the Board of Directors determines to include in the Company’s notice of the meeting. If none of the shareholders who submitted the Special Meeting Request appears or sends a qualified representative to present the matters to be presented for consideration that were specified in the Shareholder Meeting Request, the Company need not present such matters for a vote at such meeting, notwithstanding that proxies in respect of such matter may have been received by the Company.

(5) For the avoidance of doubt, nothing herein shall be deemed to entitle any shareholder to the reimbursement of expenses for soliciting proxies or any other expenses incurred by such shareholder in connection with any shareholder meeting, which expenses shall be borne by such shareholder and not by the Company.

Section 4. Notice of Meetings . A written or printed notice of every annual or special meeting of the shareholders stating the time and place and the purposes thereof shall be given to each shareholder entitled to vote thereat and to each shareholder entitled to notice as provided by law, which notice shall be given not less than ten (10) nor more than sixty (60) days prior to the date of the meeting. Such notice shall be deemed given: (i) if mailed, when deposited in the United States mail, postage prepaid, directed to each shareholder at such shareholder’s address as it appears on the records of the Company; (ii) if sent by electronic mail, when delivered to an electronic mail address at which the shareholder has consented to receive such notice; and (iii) if posted on an electronic network together with a separate notice to the shareholder of such specific posting, upon the later to occur of (A) such posting and (B) the giving of such separate notice of such posting. It shall be the duty of the Secretary to give written notice of the annual meeting, and of each special meeting when requested so to do by the Board of Directors or as provided in Section 3(b) of this Article II. Any shareholder may waive in writing any notice required to be given by law or under these By-Laws and by attendance or voting at any meeting without protesting the lack of proper notice shall be deemed to have waived notice thereof. Notice shall be deemed to have been given to all shareholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 233 of the Delaware General Corporation Law.

Section 5. Shareholder List . A complete list of the shareholders entitled to vote at each meeting of shareholders, arranged in alphabetical order, with the address of each and the number of voting shares held by each, shall be prepared by or at the instance of the Secretary and made available at the location where the meeting is to be held, at least ten (10) days before every meeting, and shall at all times during the usual hours for business in said ten (10) day period and during the time of said meeting be open to examination by any shareholder.

Section 6. Voting and Proxies . At all meetings of shareholders, only such shareholders shall be entitled to vote, in person or by proxy, who appear upon the records of the Company as the holders of shares at the time possessing voting power, or if a record date be fixed as hereinafter provided, those appearing as such on such record date. Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A shareholder may authorize another person or persons to act for such shareholder as proxy by executing a writing authorizing such person or persons to act for such shareholder as proxy or by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the shareholder.

Section 7. Quorum and Adjournments . Except as may otherwise be required by law or by the Restated Certificate of Incorporation or by these By-Laws, the holders of a majority of the shares entitled to vote at a shareholders’ meeting shall constitute a quorum to hold such meeting; provided, however, that any meeting, whether or not a quorum is present or otherwise, may, by vote of the holders of a majority of the voting shares represented thereat, adjourn from time to time and from place to place in the county wherein said meeting was originally called without notice other than by announcement at such meeting.

Section 8. Advance Notice of Shareholder Nominees for Director and Other Shareholder Proposals . (a) The matters to be considered and brought before any annual or special meeting of shareholders of the Company shall be limited to only such matters, including the nomination and election of directors, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 8 or in Section 3(b) of this Article II or Section 11 of this Article II.

(b) For any matter to be brought properly before any annual meeting of shareholders, the matter must be (i) specified in the notice of the annual meeting given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, (iii) brought before the annual meeting by a shareholder who is a shareholder of record of the Company on the date the notice provided for in this Section 8(b) is delivered to the Secretary of the Company, who is entitled to vote at the annual meeting of shareholders on such matter and who complies with the procedures set forth in this Section 8(b) or (iv) brought pursuant to Section 11 of this Article II. In addition to any other requirements under applicable law and the Restated Certificate of Incorporation and these By-Laws, written notice (the “Shareholder Notice”) of any nomination or other proposal by a shareholder must be timely and any proposal, other than a nomination, must constitute a proper matter for shareholder action. To be timely, the Shareholder Notice must be delivered to the Secretary of the Company at the principal executive office of the Company not less than ninety (90) nor more than one hundred and twenty (120) days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, that if (and only if) the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the Shareholder Notice shall be given in the manner provided herein by the later of the close of business on (i) the date ninety (90) days prior to such Other Meeting Date or (ii) the tenth day following the date such Other Meeting Date is first publicly announced or disclosed.

A Shareholder Notice must contain the following information: (i) whether the shareholder is providing the notice at the request of a beneficial holder of shares, whether the shareholder, any such beneficial holder or any nominee has any agreement, arrangement or understanding with, or has received any financial assistance, funding or other consideration from any other person with respect to the investment by the shareholder or such beneficial holder in the Company or the matter the Shareholder Notice relates to, and the details thereof, including the name of such other person (the shareholder, any beneficial holder on whose behalf the notice is being delivered, any nominees listed in the notice and any persons with whom such agreement, arrangement or understanding exists or from whom such assistance has been obtained are hereinafter collectively referred to as “Interested Persons”), (ii) the name and address of all Interested Persons, (iii) a complete description of all equity securities and debt instruments, whether held in the form of loans or capital market instruments, of the Company or any of its subsidiaries beneficially owned by all Interested Persons, (iv) whether and the extent to which any hedging, derivative or other transaction (a “Derivative Transaction”) is in place or has been entered into within the six months preceding the date of delivery of the Shareholder Notice by or for the benefit of any Interested Person with respect to the Company or its subsidiaries, or any of their respective securities, debt instruments or credit ratings, the effect or intent of which transaction is to give rise to gain or loss as a result of changes in the trading price of such securities or debt instruments or changes in the credit ratings for the Company, its subsidiaries or any of their respective securities or debt instruments (or, more generally, changes in the perceived creditworthiness of the Company or its subsidiaries), or to increase or decrease the voting power of such Interested Person, and if so, a summary of the material terms thereof, and (v) a representation that the shareholder is a holder of record of stock of the Company that would be entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the matter set forth in the Shareholder Notice. As used herein, “beneficially owned” with respect to securities shall mean all securities which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act. The Shareholder Notice shall be updated not later than 10 days after the record date for the determination of shareholders entitled to vote at the meeting to provide any material changes in the foregoing information as of the record date. Any Shareholder Notice relating to the nomination of directors must also contain (i) the information regarding each nominee required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any successor regulation), (ii) each nominee’s signed consent to serve as a director of the Company if elected, and (iii) information as to whether each nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K (or the corresponding provisions of any successor regulation). The Company may also require any proposed nominee to furnish such other information, including completion of the Company’s directors questionnaire, as it may reasonably require to determine whether the nominee would be considered “independent” as a director or as a member of the audit committee of the Board of Directors under the various rules and standards applicable to the Company. Any Shareholder Notice with respect to a matter other than the nomination of directors must contain (i) the text of the proposal to be presented, including the text of any resolutions to be proposed for consideration by shareholders and (ii) a brief written statement of the reasons such shareholder favors the proposal.

Notwithstanding anything in this Section 8(b) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company at the next annual meeting is increased and either all of the nominees for director at the next annual meeting or the size of the increased Board of Directors is not publicly announced or disclosed by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Shareholder Notice shall also be considered timely hereunder, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Company at the principal executive office of the Company not later than the close of business on the tenth day following the first date all of such nominees or the size of the increased Board of Directors shall have been publicly announced or disclosed.

(c) For any matter to be brought properly before any special meeting of shareholders, the matter must be set forth in the Company’s notice of the meeting. In the event that the Company calls a special meeting of shareholders for the purpose of electing one or more persons to the Board of Directors, any shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Company’s notice of the meeting, if the Shareholder Notice required by Section 8(b) hereof shall be delivered to the Secretary of the Company at the principal executive office of the Company not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the Board of Directors to be elected at such meeting or the number of directors to be elected is publicly announced or disclosed.

(d) For purposes of this Section 8, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news or wire service or in a document publicly filed by the Company with the Securities and Exchange Commission.

(e) In no event shall the adjournment of an annual meeting or special meeting or the postponement of any meeting that does not require a change in the record date for such meeting, or any announcement thereof, commence a new period for the giving of notice as provided in this Section 8. This Section 8 shall not (i) affect the rights of shareholders to request inclusion of proposals made pursuant to Rule 14a-8 under the Exchange Act or (ii) apply to the election of directors selected by or pursuant to the provisions of Article FOURTH, Section 3 of the Restated Certificate of Incorporation relating to the rights of the holders of any class or series of stock of the Company having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances.

(f) The person presiding at any meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether notice of nominees and other matters proposed to be brought before a meeting has been duly given in the manner provided in this Section 8 and, if not so given, shall direct and declare at the meeting that such nominees and other matters are out of order and shall not be considered. Notwithstanding the foregoing provisions of this Section 8, if the shareholder or a qualified representative of the shareholder does not appear at the annual or special meeting of shareholders of the Company to present any such nomination, or make any such proposal, such nomination or proposal shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Company.

Section 9. Conduct of Meetings . The Board of Directors of the Company may adopt by resolution such rules, regulations and procedures for the conduct of meetings of shareholders as it shall deem appropriate. Except to the extent inconsistent with applicable law and such rules and regulations adopted by the Board of Directors, the chairman of each meeting of shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts, including causing an adjournment of such meeting, as, in the judgment of such Chairman, are appropriate. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting, including fixing the time for opening and closing the polls for voting on each matter; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to shareholders of record of the Company, their duly authorized and constituted proxies or such other persons as the chairman shall permit; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless, and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

Section 10. Organization of Meetings . Meetings of shareholders shall be presided over by the Chairman of the Board of Directors, or in his or her absence by the Chief Executive Officer, or in the absence of the foregoing persons by a Chairman designated by the Board of Directors, or, in the absence of any such designation, by a Chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary, shall act as the secretary of the meeting, but in the absence of the Secretary or Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 11. Shareholder Nominations Included in the Company’s Proxy Materials . (a) Subject to the provisions of this Section 11, if expressly requested in the relevant Nomination Notice (as defined below), the Company shall include in its proxy statement for any annual meeting of shareholders:

(i) the names of any person or persons nominated for election to the Board of Directors (each, a “Nominee”), which shall also be included on the Company’s form of proxy and ballot, by any Eligible Holder (as defined below) or group of up to 20 Eligible Holders that has (individually and collectively, in the case of a group) satisfied, as determined by the Board of Directors, all applicable conditions and complied with all applicable procedures set forth in this Section 11 (such Eligible Holder or group of Eligible Holders being a “Nominating Shareholder”);

(ii) disclosure about each Nominee and the Nominating Shareholder required under Section 14 of the Exchange Act and the rules and regulations thereunder (the “Proxy Rules”) or other applicable law to be included in the proxy statement;

(iii) any statement included by the Nominating Shareholder in the Nomination Notice and expressly designated therein for inclusion in the proxy statement in support of each Nominee’s election to the Board of Directors (subject, without limitation, to Section 11(e)(ii) hereof), if such statement does not exceed 500 words and fully complies with the Proxy Rules, including Rule 14a-9 (the “Supporting Statement”); and

(iv) any other information that the Company or the Board of Directors determines, in their discretion, to include in the proxy statement relating to the nomination of each Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant to this Section 11 and any solicitation materials or related information with respect to a Nominee.

For purposes of this Section 11, any determination to be made by the Board of Directors may be made by the Board of Directors, a committee of the Board of Directors or any officer of the Company designated by the Board of Directors or a committee of the Board of Directors, and any such determination shall be final and binding on the Company, any Eligible Holder, any Nominating Shareholder, any Nominee and any other person so long as made in good faith (without any further requirements). The chairman of any annual meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a Nominee has been nominated in accordance with the requirements of this Section 11 and, if not so nominated, shall direct and declare at the meeting that such Nominee shall not be considered.

(b) Maximum Number of Nominees .

(i) The Company shall not be required to include in its proxy statement for an annual meeting of shareholders more Nominees than that number of individuals as is equal to the greater of (i) two or (ii) 20% of the total number of directors of the Company on the last day on which a Nomination Notice may be submitted pursuant to this Section 11 (rounded down to the nearest whole number) (such greater number, the “Maximum Number”). The Maximum Number for a particular annual meeting shall be reduced by the number of: (1) Nominees whom the Board of Directors itself nominates for election at such annual meeting; (2) Nominees who cease to satisfy, or Nominees of Nominating Shareholders that cease to satisfy, the eligibility requirements in this Section 11, as determined by the Board of Directors; (3) Nominees whose nomination is withdrawn by the Nominating Shareholder or who become unwilling to serve on the Board of Directors; and (4) the number of incumbent directors who had been Nominees with respect to any of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors. If one or more vacancies for any reason occurs on the Board of Directors after the deadline for submitting a Nomination Notice as set forth in Section 11(d) hereof but before the date of the annual meeting, and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, then the Maximum Number shall be calculated based on the number of directors in office as so reduced.

(ii) If the number of Nominees pursuant to this Section 11 for any annual meeting of shareholders exceeds the Maximum Number then, promptly upon notice from the Company, each Nominating Shareholder in turn will select one Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Nominating Shareholder’s Nomination Notice, with the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 11(d) hereof, a Nominee or Nominating Shareholder ceases to satisfy the eligibility requirements in this Section 11, as determined by the Board of Directors, a Nominating Shareholder withdraws its nomination of a Nominee or a Nominee becomes unwilling to serve on the Board of Directors, whether before or after the mailing or other distribution of the definitive proxy statement, then the nomination of the applicable Nominee(s) shall be disregarded, and the Company: (1) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Nominee(s) or any successor or replacement nominee(s) proposed by the Nominating Shareholder or by any other Nominating Shareholder and (2) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the disregarded Nominee(s) will not be included as a nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(i) An “Eligible Holder” is a person who has either (1) been a record holder of the shares of common stock used to satisfy the eligibility requirements in this Section 11(c) continuously for the three-year period specified in Section 11(c)(ii) hereof or (2) provides to the Secretary of the Company, within the time period referred to in Section 11(d) hereof, evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Directors determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act (or any successor rule).

(ii) An Eligible Holder or group of up to 20 Eligible Holders may submit a nomination in accordance with this Section 11 only if the person or group (in the aggregate) has owned at least the Minimum Number (as defined below) of shares of the Company’s common stock continuously throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number through the date of the annual meeting. Two or more funds that are (x) under common management and investment control, (y) under common management and funded primarily by a single employer or (z) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one Eligible Holder if such Eligible Holder shall provide together with the Nomination Notice documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds meet the criteria set forth in (x), (y) or (z) hereof. For the avoidance of doubt, in the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Section 11, including the minimum holding period, shall apply to each member of such group; provided , however , that the Minimum Number shall apply to the ownership of the group in the aggregate. Should any shareholder cease to satisfy the eligibility requirements in this Section 11, as determined by the Board of Directors, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of shareholders, the group of Eligible Holders shall be deemed only to own the shares held by the remaining members of the group.

(iii) The “Minimum Number” of shares of the Company’s common stock means 3% of the number of outstanding shares of common stock as of the most recent date for which such amount is given in any filing by the Company with the Securities and Exchange Commission prior to the submission of the Nomination Notice.

(iv) For purposes of this Section 11, an Eligible Holder “owns” only those outstanding shares of the Company as to which the Eligible Holder possesses both:

(A) the full voting and investment rights pertaining to the shares; and

(B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) of this Section 11(c)(iv) shall not include any shares: (1) purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or closed, (2) sold short by such Eligible Holder, (3) borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (4) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Company, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (x) reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic interest of such shares by such Eligible Holder or any of its affiliates.

An Eligible Holder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has loaned such shares provided that the Eligible Holder has the power to recall such loaned shares on five business days’ notice and continues to hold such shares through the date of the annual meeting. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the Company are “owned” for these purposes shall be determined by the Board of Directors.

(v) No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership position as reflected in the Nomination Notice.

(d) Nomination Notice . To nominate a Nominee, the Nominating Shareholder must, no earlier than 150 calendar days and no later than 120 calendar days before the anniversary of the date that the Company mailed its proxy statement for the prior year’s annual meeting of shareholders, submit to the Secretary of the Company at the principal executive office of the Company all of the following information and documents (collectively, the “Nomination Notice”); provided, however, that if (and only if) the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after the anniversary of the prior year’s meeting date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the Nomination Notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such Other Meeting Date or the tenth day following the date such Other Meeting Date is first publicly announced or disclosed:

(i) A Schedule 14N (or any successor form) relating to each Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Shareholder as applicable, in accordance with rules promulgated under the Exchange Act;

(ii) A written notice, in a form deemed satisfactory by the Board of Directors, of the nomination of each Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including, in the case of a Nominating Shareholder comprised of a group of Eligible Holders, by each Eligible Holder in such group):

(A) the information required with respect to the nomination of directors pursuant to Section 8 of this Article II;

(B) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;

(C) a representation and warranty that the Nominating Shareholder acquired the securities of the Company in the ordinary course of business and did not acquire, and is not holding, securities of the Company for the purpose or with the effect of influencing or changing control of the Company;

(D) a representation and warranty that each Nominee’s candidacy or, if elected, Board membership would not violate applicable state or federal law or the rules of any stock exchange on which the Company’s securities are traded;

(E) a representation and warranty that each Nominee:

(1) does not have any direct or indirect relationship with the Company that would cause the Nominee to be considered not independent pursuant to the Company’s Director Independence Standards as most recently published on its website and otherwise qualifies as independent under the rules of the primary stock exchange on which the Company’s shares of common stock are traded;

(2) meets the audit committee and compensation committee independence requirements under the rules of the primary stock exchange on which the Company’s shares of common stock are traded;

(3) is a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); and

(4) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Nominee;

(F) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 11(c) hereof and has provided evidence of ownership to the extent required by Section 11(c)(i) hereof;

(G) a representation and warranty that the Nominating Shareholder intends to continue to satisfy the eligibility requirements described in Section 11(c) hereof through the date of the annual meeting;

(H) details of any position of a Nominee as an officer or director of any competitor (that is, any entity that produces products, provides services or engages in business activities that compete with or are alternatives to the principal products produced, services provided or business activities engaged in by the Company or its affiliates) of the Company, within the three years preceding the submission of the Nomination Notice;

(I) a representation and warranty that the Nominating Shareholder will not engage in a “solicitation” within the meaning of Rule 14a‑1(l) under the Exchange Act (without reference to the exception in Section 14a‑1(l)(2)(iv)) (or any successor rules) with respect to the annual meeting, other than with respect to a Nominee or any nominee of the Board of Directors;

(J) a representation and warranty that the Nominating Shareholder will not use any proxy card other than the Company’s proxy card in soliciting shareholders in connection with the election of a Nominee at the annual meeting;

(K) if desired, a Supporting Statement; and

(L) in the case of a Nominating Shareholder comprised of a group of Eligible Holders, the designation by all Eligible Holders in such group of one Eligible Holder in such group that is authorized to act on behalf of all Eligible Holders in such group with respect to matters relating to such Nominating Shareholders’ nomination, including withdrawal of the nomination;

(iii) An executed agreement, in a form deemed satisfactory by the Board of Directors, pursuant to which the Nominating Shareholder (and, in the case of a Nominating Shareholder comprised of a group of Eligible Holders, each Eligible Holder in such group) agrees:

(A) to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;

(B) to file any written solicitation with the Company’s shareholders relating to one or more of the Company’s directors or director nominees or any Nominee with the Securities and Exchange Commission, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation;

(C) to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or any of its Nominees with the Company, its shareholders or any other person in connection with the nomination or election of directors, including, without limitation, the Nomination Notice;

(D) to indemnify and hold harmless (jointly with all other Eligible Holders in a group, in the case of an Eligible Holder in such group) the Company and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Shareholder or any of its Nominees to comply with, or any breach or alleged breach of, its or their obligations, agreements or representations under this Section 11;

(E) in the event that any information included in the Nomination Notice, or any other communication by the Nominating Shareholder (including, in the case of a Nominating Shareholder comprised of a group of Eligible Holders, with respect to any Eligible Holder in such group), with the Company, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Shareholder (including, in the case of a Nominating Shareholder comprised of a group of Eligible Holders, any Eligible Holder in such group) has failed to continue to satisfy the eligibility requirements described in Section 11(c) hereof, to promptly (and in any event within 48 hours of discovering such misstatement, omission or failure) notify the Company and any other recipient of such communication of (1) the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission or (2) such failure; and

(iv) An executed agreement, in a form deemed satisfactory by the Board of Directors, from each Nominee pursuant to which such Nominee agrees:

(A) to provide to the Company such other information and certifications, including completion of the Company’s directors questionnaire, as it may reasonably request;

(B) at the reasonable request of the Governance and Corporate Responsibility Committee (or any applicable successor committee), to meet with such Committee to discuss matters relating to the nomination of such Nominee to the Board of Directors, including the information provided by such Nominee to the Company in connection with his or her nomination and such Nominee’s eligibility to serve as a member of the Board of Directors;

(C) that such Nominee has read and agrees, if elected, to serve as a member of the Board of Directors, to adhere to the Company’s Corporate Governance Guidelines, Code of Conduct, Policies and Procedures with Respect to Related Person Transactions and any other Company policies and guidelines applicable to directors; and

(D) that such Nominee is not and will not become a party to (i) any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity in connection with his or her nomination, service or action as a director of the Company that has not been disclosed to the Company, (ii) any agreement, arrangement or understanding with any person or entity as to how such Nominee would vote or act on any issue or question as a director (a “Voting Commitment”) that has not been disclosed to the Company or (iii) any Voting Commitment that could limit or interfere with such Nominee’s ability to comply, if elected as a director of the Company, with his or her fiduciary duties under applicable law.

The information and documents required by this Section 11(d) to be provided by the Nominating Shareholder shall be: (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Shareholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 11(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Secretary of the Company.

(e) Exceptions .

(i) Notwithstanding anything to the contrary contained in this Section 11, the Company may omit from its proxy statement any Nominee and any information concerning such Nominee (including a Nominating Shareholder’s Supporting Statement) and no vote on such Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Company), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Nominee, if:

(A) the Company receives a notice pursuant to Section 8 of this Article II that a shareholder intends to nominate a candidate for director at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the Company;

(B) the Nominating Shareholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of shareholders to present the nomination submitted pursuant to this Section 11, the Nominating Shareholder withdraws its nomination or the chairman of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 11 and shall therefore be disregarded;

(C) the Board of Directors determines that such Nominee’s nomination or election to the Board of Directors would result in the Company violating or failing to be in compliance with the Company’s By-Laws or certificate of incorporation or any applicable law, rule or regulation to which the Company is subject, including any rules or regulations of the primary stock exchange on which the Company’s shares of common stock are traded;

(D) such Nominee was nominated for election to the Board of Directors pursuant to this Section 11 at one of the Company’s two preceding annual meetings of shareholders and either withdrew or became ineligible or received a vote of less than 25% of the shares of common stock cast for or against such Nominee;

(E) such Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or

(F) the Company is notified, or the Board of Directors determines, that the Nominating Shareholder or the Nominee has failed to continue to satisfy the eligibility requirements described in Section 11(c) hereof, any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Nominee becomes unwilling or unable to serve on the Board of Directors or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Shareholder or such Nominee under this Section 11;

(ii) Notwithstanding anything to the contrary contained in this Section 11, the Company may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Nominee included in the Nomination Notice, if the Board of Directors determines that:

(A) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;

(B) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or

(C) the inclusion of such information in the proxy statement would otherwise violate the Proxy Rules or any other applicable law, rule or regulation.

The Company may solicit against, and include in the proxy statement its own statement relating to, any Nominee.

ARTICLE III.
Board of Directors.

Section 1. Number . Subject to the Restated Certificate of Incorporation, the Board of Directors shall consist of not less than eight nor more than thirteen members as may be determined by the Board of Directors. After any such determination, the number so determined shall continue as the authorized number of members of the Board until the same shall be changed as aforesaid. Directors need not be shareholders.

Section 2. Manner of Election . Subject to the Restated Certificate of Incorporation, except as may be otherwise required by the Restated Certificate of Incorporation, each director shall be elected by the vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at any meeting for the election of directors at which a quorum is present, provided that the directors shall be elected by a plurality of the votes cast (instead of by votes cast for or against a nominee) at any meeting at which a quorum is present for which (i) the Secretary of the Company receives a notice in compliance with the applicable requirements for shareholder nominations for director set forth in these By-Laws and (ii) such proposed nomination has not been withdrawn by such shareholder on or prior to the tenth day preceding the date the Company first mails its notice of meeting for such meeting to the shareholders.

Section 3. Tenure; Vacancies . Subject to the Restated Certificate of Incorporation, each director shall hold office for the term set forth in Article ELEVENTH of the Restated Certificate of Incorporation and until his or her successor shall be elected and qualified; subject, however, to prior resignation, death or removal as provided by law. Any director may resign at any time by oral statement to that effect made at a meeting of the Board of Directors, to be effective upon its acceptance by the Board, or in writing to that effect delivered to the Secretary, to be effective upon its acceptance or at the time specified in such writing. Subject to the Restated Certificate of Incorporation, any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

Section 4. Organization Meeting . Immediately after each annual meeting of the shareholders or special meeting held in lieu thereof, the newly elected Board of Directors, if a quorum is present, shall hold an organization meeting for the purpose of electing officers and transacting any other business. Notice of such meeting need not be given. If, for any reason, said organization meeting is not held at such time, a special meeting for such purpose shall be held as soon thereafter as practicable.

Section 5. Regular Meetings . Regular meetings of the Board of Directors for the transaction of any business may be held at such times and places as may be determined by the Board of Directors. The Secretary shall give to each director at least five (5) days written notice of each such meeting.

Section 6. Special Meetings . Special meetings of the Board of Directors may be held at any time and place upon call by the Chairman of the Board, the Chief Executive Officer, or a majority of the Directors. Notice of each such meeting shall be given to each director by letter, telegram or telephone or in person not less than two (2) days prior to such meeting; provided, however, that such notice shall be deemed to have been waived by the directors attending or voting at any such meeting, without protesting the lack of proper notice, and may be waived in writing or by telegram by any director either before or after such meeting. Unless otherwise indicated in the notice thereof, any business may be transacted at such meeting.

Section 7. Quorum . At all meetings of the Board of Directors a majority of the directors in office at the time shall constitute a quorum for the transaction of business, but in no case shall such quorum be less than one-third of the total authorized number of directors.

Section 8. Compensation . If so determined by the Board of Directors, all or any members of the Board of Directors or of any committee of the Board who are not Company employees shall be compensated for their services in such capacities either a fixed sum for attendance at each meeting of the Board or of such committee or such other amount as may be determined from time to time by the Board of Directors. Compensation may be paid in cash and in the Company’s stock and stock equivalents. Directors may be reimbursed for expenses reasonably incurred by them in attending such meetings.

ARTICLE IV.
Committees.

Subject to the Restated Certificate of Incorporation, the Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate or eliminate one or more committees, each committee to consist of one or more of the directors of the Company. Subject to the Restated Certificate of Incorporation, the Board of Directors may designate one or more members as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Subject to the Restated Certificate of Incorporation, any such committee, to the extent provided in said resolution or resolutions of the Board of Directors and to the extent permitted by Delaware law shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company, and may have power to authorize the seal of the Company to be affixed to all papers which may require it. Subject to the Restated Certificate of Incorporation, such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise provided in the resolution of the Board of Directors designating the committees, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V.
Officers.

Section 1. Officers Designated . Subject to the Restated Certificate of Incorporation, the officers of the Company shall be elected by the Board of Directors at their organization meeting or any other meeting. Subject to the Restated Certificate of Incorporation, the Board of Directors shall elect the executive officers of the Company which may include a Chairman of the Board of Directors, President, and one or more Vice Presidents (any one or more of whom may be designated as Executive Vice Presidents, or as Senior Vice Presidents or by any other designations). In addition thereto, the officers shall include a Controller or Principal Accounting Officer, a General Counsel, a Secretary and a Treasurer. In their discretion the Board of Directors may elect one or more Assistant Secretaries and Assistant Treasurers and any other additional officers. Subject to the Restated Certificate of Incorporation, the Chairman of the Board shall be elected from among the directors. The other officers may but need not be elected from among the directors. Any two offices may be held by the same person, but in any case where the action of more than one officer is required no one person shall act in more than one capacity.

Section 2. Tenure of Office . Subject to the Restated Certificate of Incorporation, the officers of the Company shall hold office until the next organization meeting of the Board of Directors and until their respective successors are chosen and qualified, except in case of resignation, death or removal. Subject to the Restated Certificate of Incorporation, the Board of Directors may remove any officer at any time with or without cause by the vote of the majority of the directors in office at the time. Subject to the Restated Certificate of Incorporation, a vacancy in any office may be filled by election by the Board of Directors.

Section 3. Powers and Duties of Officers in General . Subject to the Restated Certificate of Incorporation, the powers and duties of the officers shall be exercised in all cases subject to such directions as the Board of Directors may see fit to give. Subject to the Restated Certificate of Incorporation, the respective powers and duties hereinafter set forth are subject to alteration by the Board of Directors. Subject to the Restated Certificate of Incorporation, the Board of Directors is also authorized to delegate the duties of any officer to any other officer, employee or committee and to require the performance of duties in addition to those provided for herein. Subject to the Restated Certificate of Incorporation and such directions, if any, as the Board of Directors may give from time to time, the chief executive officers of the Company are authorized to establish and to modify from time to time an organization plan defining the respective duties and functions of the officers of the Company.

Section 4. Chairman of the Board; Vice Chairman of the Board . The Chairman of the Board or, in his or her absence, the Vice Chairman of the Board shall preside at meetings of the shareholders and of the Board of Directors.

Section 5. Chief Executive Officer . Subject to the Restated Certificate of Incorporation, the Chief Executive Officer shall be either the Chairman of the Board and/or the President, as the Board of Directors so designates, and he or she shall have general responsibility for the major functions of the business of the Company and shall initiate and develop broad Company policies.

Section 6. President; Vice Presidents . In the absence or disability of the Chief Executive Officer, the President shall perform the Chief Executive Officer’s duties. In the absence or disability of the Chief Executive Officer and the President, the Vice Presidents, in the order designated by the Board of Directors, shall perform the Chief Executive Officer’s duties. If so determined by the Board of Directors, one Vice President may be designated as manager of specific sectors, divisions, districts or such other unit or as being in charge of specific functions, another as Vice President in Charge of Sales, and other Vice Presidents as managers of specified divisions or sales districts of the Company or as being in charge of specified functions.

Section 7. Controller or Principal Accounting Officer, General Counsel, Secretary, and Treasurer . The Controller or Principal Accounting Officer, General Counsel, the Secretary, and the Treasurer shall perform such duties as are indicated by their respective titles, subject to the provisions of Section 3 of this Article V. The Secretary shall have the custody of the corporate seal.

Section 8. Other Officers . Subject to the Restated Certificate of Incorporation, all other officers shall have such powers and duties as may be prescribed by the Board of Directors, or, in the absence of their action, by the chief executive officers of the Company or by the respective officers having supervision over them.

Section 9. Compensation . Subject to the Restated Certificate of Incorporation, the Board of Directors is authorized to determine, or to provide the method of determining, or to empower a committee of its members to determine, the compensation of all officers.

Section 10. Bond . If so requested and authorized by the Board of Directors, the Company shall furnish a fidelity bond in such sum and with such security as the Board of Directors may require.

Section 11. Signing Checks and Other Instruments . The Board of Directors is authorized to determine or provide the method of determining the manner in which deeds, contracts and other obligations and instruments of the Company shall be signed. However, persons doing business with the Company shall be entitled to rely upon the action of the Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, the Controller or Principal Accounting Officer or General Counsel in executing contracts and other obligations and instruments, of the Company as having been duly authorized. The Board of Directors of the Company is authorized to designate or provide the method of designating depositaries of the funds of the Company and to determine or provide the method of determining the manner in which checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed.

Section 12. Specified Post-Merger Period . Article Fourteenth of the Restated Certificate of Incorporation prescribes certain terms regarding the appointment of the Chief Executive Officer of the Company and the President and Chief Operating Officer of the Company, and such terms are incorporated herein by reference.

ARTICLE VI.
Indemnification of Directors and Officers.

The Company shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company, is or was a director, officer, trustee, member, shareholder, partner, incorporator or liquidator of a Subsidiary of the Company, or serves or served at the request of the Company as a director, officer, trustee, member, shareholder, partner, incorporator or liquidator of or in any other capacity for any other enterprise. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Company promptly upon demand by such person and, if any such demand is made in advance of the final disposition of any such action, suit or proceeding, promptly upon receipt by the Company of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Company. The rights provided to any person by this by-law shall be enforceable against the Company by such person, who shall be presumed to have relied upon it in serving or continuing to serve as a director or officer or in such other capacity as provided above. In addition, the rights provided to any person by this by-law shall survive the termination of such person as any such director, officer, trustee, member, shareholder, partner, incorporator or liquidator and, insofar as such person served at the request of the Company as a director, officer, trustee, member, shareholder, partner, incorporator or liquidator of or in any other capacity for any other enterprise, shall survive the termination of such request as to service prior to termination of such request. No amendment of this by-law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment.

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

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

To the extent authorized from time to time by the Board of Directors, the Company may provide to (i) any one or more employees and other agents of the Company, (ii) any one or more officers, employees and other agents of any Subsidiary and (iii) any one or more directors, officers, employees and other agents of any other enterprise, rights of indemnification and to receive payment or reimbursement of expenses, including attorneys’ fees, that are similar to the rights conferred in this Article VI on directors and officers of the Company or any Subsidiary or other enterprise. Any such rights shall have the same force and effect as they would have if they were conferred in this Article VI.

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

ARTICLE VII.
Corporate Seal.

The corporate seal, circular in form, shall have inscribed thereon the name of the Company and the words “Corporate Seal--Delaware.”

ARTICLE VIII.
Record Dates.

The Board of Directors may close the stock transfer books of the Company for a period not exceeding sixty (60) days preceding the date of any meeting of the shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect; provided , however , that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders, and only such shareholders as shall be shareholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights as the case may be, notwithstanding any transfer of any shares on the books of the Company after any such record date fixed as aforesaid.

ARTICLE IX.
Stock.

Section 1. Certificates; Uncertificated Shares . The shares of stock of the Company shall be represented by certificates in such form as the appropriate officers of the Company may from time to time prescribe; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock of the Company shall be uncertificated shares. Notwithstanding the foregoing or the adoption of such a resolution or resolutions by the Board of Directors, each holder of uncertificated shares shall be entitled, upon request, to a certificate representing such shares. Any such resolution shall not apply to any share represented by a certificate theretofore issued until such certificate is surrendered to the Company. Share certificates shall be numbered and registered in a share register as they are issued. Share certificates shall exhibit the name of the registered holder and the number and class of shares and the series, if any, represented thereby and the par value of each such share or a statement that each such share is without par value, as the case may be. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical.

Section 2. Signatures on Certificates . Every share certificate shall be signed, in the name of the Company, by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and countersigned, in the name of the Company, by the Corporate Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer and shall be sealed with the Company’s corporate seal. Such signatures and seal may be facsimile, engraved or printed. The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars and may require any or all certificates representing shares of stock to bear the signature or signatures of any of them. Where a certificate is signed (a) by a transfer agent or an assistant or co-transfer agent, (b) by a transfer clerk or (c) by a registrar or co-registrar, the signature thereon of any authorized signatory may be facsimile. Where a certificate is signed by a registrar or co-registrar, the signature of any transfer agent or assistant or co-transfer agent thereon may be by facsimile signature of the authorized signatory of such transfer agent or assistant or co-transfer agent. In case any officer or officers of the Company who have signed, or whose facsimile, engraved or printed signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Company, such certificate or certificates may, nevertheless, be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile, engraved or printed signature or signatures have been used thereon had not ceased to be such officer or officers of the Company.

Section 3. Lost, Stolen or Destroyed Certificates; Issuance of New Certificates . In case of loss, theft or destruction of any certificate representing shares of stock or other securities of the Company, another may be issued, or uncertificated shares may be issued, in its place upon satisfactory proof of such loss, theft or destruction and upon the giving of a satisfactory bond of indemnity to the Company and to the transfer agents, transfer clerks and registrars, if any, of such stock or other securities, as the case may be.

Section 4. Transfer of Shares . Subject to valid transfer restrictions and stop-transfer orders, upon surrender to the Company, or a transfer agent, transfer clerk or registrar of the Company, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Company may issue a new certificate or new equivalent uncertificated shares, as the case may be, or in the case of uncertificated shares, upon request, a certificate representing, or other evidence of, such new equivalent uncertificated shares, to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the holder of uncertificated shares, the Company shall cancel such uncertificated shares and issue new equivalent uncertificated shares, or, upon such holder’s request, a certificate representing, or other evidence of, such new equivalent uncertificated shares, to the person entitled thereto, and record the transaction upon its books. In no event shall a transfer of shares affect the right of the Company to pay any dividend upon the stock to the holder of record thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfer shall have been made upon the books of the Company.

Section 5. Registered Shareholders . The Company and its transfer agents, transfer clerks and registrars, if any, shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claims to, or interest in, such shares on the part of any other person and shall not be liable for any registration or transfer of shares which are registered, or to be registered, in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary, or nominee of a fiduciary, is committing a breach of trust in requesting such registration or transfer, or with knowledge of such facts that its participation therein amounts to bad faith.

ARTICLE X.
Fiscal Year.

Unless and until the Board of Directors shall otherwise determine, (i) up to and including June 28, 2019, the fiscal year of the Company shall end on the Friday nearest June 30 and (ii) commencing June 29, 2019, the fiscal year of the Company shall end on the Friday nearest December 31 and the period commencing on June 29, 2019 shall be a fiscal transition period ending on January 3, 2020.

ARTICLE XI.
Amendments.

Subject to the Restated Certificate of Incorporation, these By-Laws may be made or altered in any respect in whole or in part by the affirmative vote of the holders of a majority of the shares entitled to vote thereon at any annual or special meeting of the shareholders, if notice of the proposed alteration or change to be made is properly brought before the meeting under these By-Laws. Subject to the Restated Certificate of Incorporation, these By-Laws may also be made or altered in any respect in whole or in part, by the affirmative vote of the majority of the directors then comprising the Board of Directors.

ARTICLE XII.
Exclusive Forum for Certain Actions.

Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Restated Certificate of Incorporation or these By-Laws (in each case, as they may be amended from time to time), or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

Exhibit 4.2

L3 TECHNOLOGIES, INC.

AMENDED AND RESTATED

2008 LONG TERM PERFORMANCE PLAN

(As amended through December 31, 2016)

TABLE OF CONTENTS

		PAGE

SECTION 1.	Purpose.	1

SECTION 2.	Definitions; Rules of Construction.	1

SECTION 3.	Eligibility.	4

SECTION 4.	Awards.	4

SECTION 5.	Shares of Stock and Share Units Available Under Plan.	7

SECTION 6.	Award Agreements.	9

SECTION 7.	Adjustments; Change in Control; Acquisitions.	11

SECTION 8.	Administration.	14

SECTION 9.	Amendment and Termination of this Plan.	16

SECTION 10.	Miscellaneous.	17

L3 TECHNOLOGIES, INC.

AMENDED AND RESTATED

2008 LONG TERM PERFORMANCE PLAN

SECTION 1.

Purpose.

The purpose of this Plan is to benefit the Corporation’s stockholders by encouraging high levels of performance by individuals who contribute to the success of the Corporation and its Subsidiaries and to enable the Corporation and its Subsidiaries to attract, motivate, retain and reward talented and experienced individuals. This purpose is to be accomplished by providing eligible individuals with an opportunity to obtain or increase a proprietary interest in the Corporation and/or by providing eligible individuals with additional incentives to join or remain with the Corporation and its Subsidiaries.

SECTION 2.

Definitions; Rules of Construction.

(a) Defined Terms. The terms defined in this Section shall have the following meanings for purposes of this Plan:

“Award” means an award granted pursuant to Section 4.

“Award Agreement” means an agreement described in Section 6 by the Corporation for the benefit of a Participant, setting forth (or incorporating by reference) the terms and conditions of an Award granted to a Participant.

“Beneficiary” means a person or persons (including a trust or trusts) validly designated by a Participant or, in the absence of a valid designation, entitled by will or the laws of descent and distribution, to receive the benefits specified in the Award Agreement and under this Plan in the event of a Participant’s death.

“Board of Directors” or “Board” means the Board of Directors of the Corporation.

“Change in Control” means change in control as defined in Section 7(c).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Committee described in Section 8(a).

“Corporation” means L3 Technologies, Inc.

“Employee” means any person, including an officer (whether or not also a director) in the regular full-time employment of the Corporation or any of its Subsidiaries who, in the opinion of the Committee is, or is expected to be, primarily responsible for the management, growth or protection of some part or all of the business of the Corporation or any of its Subsidiaries, but excludes, in the case of an Incentive Stock Option, an Employee of any Subsidiary that is not a “subsidiary corporation” of the Corporation as defined in Code Section 424(f).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Executive Officer” means executive officer as defined in Rule 3b‑7 under the Exchange Act. If the Board has designated the executive officers of the Corporation for purposes of reporting under the Exchange Act, the designation shall be conclusive for purposes of this Plan.

“Fair Market Value” means the closing price of the relevant security as reported on the composite tape of New York Stock Exchange issues (or if, at the date of determination, the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee) on the relevant date, or, if no sale of the security is reported for that date, the immediately preceding day for which there is a reported sale. The Committee shall determine the Fair Market Value of any security that is not publicly traded, using criteria as it shall determine, in its sole direction, to be appropriate for the valuation.

“Insider” means any person who is subject to Section 16(b) of the Exchange Act.

“Minimum Ownership Stock” means any Award of shares of Stock of the Corporation that are issued, in accordance with Section 4(a)(5), in lieu of cash compensation in order to satisfy applicable stock ownership guidelines from time to time in effect.

“Non-Employee Director” means a director of the Corporation who is not an employee of the Corporation or any of its Subsidiaries.

“Option” means a Nonqualified Stock Option or an Incentive Stock Option as described in Section 4(a)(1) or (2).

“Participant” means a person who is granted an Award, pursuant to this Plan, that remains outstanding.

“Performance‑Based Awards” is defined in Section 4(b).

“Performance Goals” means any combination of one or more of the following criteria: (i) consolidated income before or after taxes (including income before interest, taxes, depreciation and amortization); (ii) EBIT or EBITDA; (iii) operating income or operating margin; (iv) book value per share of Stock; (v) expense management (including without limitation, total general and administrative expense percentages); (vi) improvements in capital structure; (vii) profitability of an identifiable business unit or product; (viii) maintenance or improvement of profit margins; (ix) stock price; (x) market share; (xi) revenue or sales (including, without limitation, net loans charged off and average finance receivables); (xii) costs (including, without limitation, total general and administrative expense percentage); (xiii) orders; (xiv) working capital; (xv) total debt (including, without limitation, total debt as a multiple of EBIT or EBITDA); (xvi) cash flow or net funds provided; (xvii) net income or earnings per share; (xviii) return on equity; (xix) return on investment or invested capital; and (xx) total stockholder return or any other performance goal that the Committee in its sole discretion establishes in accordance with the requirements of Section 162(m) of the Code for which applicable shareholder approval requirements are met. Performance Goals may be stated in absolute terms or relative to comparison companies or indices to be achieved during a period of time.

“Rule 16b‑3” means Rule 16b‑3 under Section 16 of the Exchange Act, as amended from time to time.

“Share Units” means the number of units under an Award (or portion thereof) that is payable solely in cash or is actually paid in cash, determined by reference to the number of shares of Stock by which the Award (or portion thereof) is measured.

“Stock” means shares of Common Stock of the Corporation, par value $0.01 per share, subject to adjustments made under Section 7 or by operation of law.

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

(b) Rules of Construction. For purposes of this Plan and the Award Agreements, unless otherwise expressly provided or the context otherwise requires, the terms defined in this Plan include the plural and the singular, and pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms.

SECTION 3.

Eligibility.

Any one or more Awards may be granted to any Employee, or any non-Employee who provides services to or on behalf of the Corporation or any of its Subsidiaries (including without limitation any Non-Employee Director), who is designated by the Committee to receive an Award.

SECTION 4.

Awards.

(a) Type of Awards. The Committee may from time to time grant any of the following types of Awards, either singly, in tandem or in combination with other Awards:

(1) Nonqualified Stock Options. A Nonqualified Stock Option is an Award in the form of an option to purchase Stock that is not intended to comply with the requirements of Code Section 422. The exercise price of each Nonqualified Stock Option granted under this Plan shall not be less than the Fair Market Value of the Stock on the date that the Option is granted.

(2) Incentive Stock Options. An Incentive Stock Option is an Award in the form of an option to purchase Stock that is intended to comply with the requirements of Code Section 422 or any successor section thereof. The exercise price of each Incentive Stock Option granted under this Plan shall not be less than the Fair Market Value of the Stock on the date the Option is granted. If a Participant on the date an Incentive Stock Option is granted owns, directly or indirectly within the meaning of Code Section 424(d), stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation, the exercise price per share of the Incentive Stock Option shall not be less than one hundred and ten percent (110%) of the Fair Market Value per share of the Stock at the time of grant, and such Incentive Stock Option shall not be exercisable after the expiration of five (5) years from the date such Incentive Stock Option is granted. To the extent that the aggregate Fair Market Value of Stock with respect to which one or more incentive stock options first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account both Stock subject to Incentive Stock Options under this Plan and stock subject to incentive stock options under all other plans of the Corporation or of other entities referenced in Code Section 422(d)(1), the options shall be treated as Nonqualified Stock Options. For this purpose, the Fair Market Value of the Stock subject to options shall be determined as of the date the Options were granted.

(3) Stock Appreciation Rights. A Stock Appreciation Right is an Award in the form of a right to receive, upon surrender of the right, but without other payment, an amount based on the appreciation in the value of the Stock or the Option over a base price established in the Award, payable in cash, Stock or such other form or combination of forms of payout, at times and upon conditions (which may include a Change in Control), as may be approved by the Committee. The minimum base price of a Stock Appreciation Right granted under this Plan shall not be less than the Fair Market Value of the underlying Stock on the date the Stock Appreciation Right is granted.

(4) Restricted Stock. Restricted Stock is an Award of issued shares of Stock of the Corporation (other than Minimum Ownership Stock) that are subject to restrictions on transfer and/or such other restrictions on incidents of ownership as the Committee may determine.

(5) Other Share‑Based Awards. The Committee may from time to time grant Awards under this Plan that provide the Participants with Stock or the right to purchase Stock, or provide other incentive Awards (including, but not limited to, Minimum Ownership Stock, phantom stock or units, performance stock or units, bonus stock, dividend equivalent units, or similar securities or rights) that have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in shares of Stock. The Awards shall be in a form determined by the Committee, provided that the Awards shall not be inconsistent with the other express terms of this Plan applicable to such Awards.

(b) Special Performance‑Based Awards. Without limiting the generality of the foregoing, any of the type of Awards listed in Section 4(a) may be granted as awards that satisfy the requirements for “performance‑based compensation” within the meaning of Code Section 162(m) (“Performance‑Based Awards”), the grant, vesting, exercisability or payment of which may depend on the degree of achievement of the Performance Goals relative to preestablished targeted levels for the Corporation or any of its Subsidiaries, divisions or other business units. Performance-Based Awards shall be subject to the requirements of clauses (1) through (7) below, except that notwithstanding anything contained in this Section 4(b) to the contrary, any Option or Stock Appreciation Right intended to qualify as a Performance-Based Award shall not be subject to the requirements of clauses (2), (4), (5) and (6) below (with such Awards hereinafter referred to as a “Qualifying Option” or a “Qualifying Stock Appreciation Right”, respectively). An Award that is intended to satisfy the requirements of this Section 4(b) shall be designated as a Performance‑Based Award at the time of grant.

(1) Eligible Class. The eligible class of persons for Awards under this Section 4(b) shall be all Employees.

(2) Performance Goals. The performance goals for any Awards under this Section 4(b) (other than Qualifying Options and Qualifying Stock Appreciation Rights) shall be, on an absolute or relative basis, one or more of the Performance Goals. The specific performance target(s) with respect to Performance Goal(s) must be established by the Committee in advance of the deadlines applicable under Code Section 162(m) and while the performance relating to the Performance Goal(s) remains substantially uncertain.

(3) Individual Limits. The maximum number of shares of Stock or Share Units that are issuable under Options and Stock Appreciation Rights granted during a calendar year to any Employee shall be 750,000, and the maximum number of shares of Stock or Share Units that are issuable under other Performance-Based Awards granted to any Employee during a calendar year shall be 300,000, subject to adjustment as provided in Section 7. Awards that are cancelled during the year shall be counted against these limits to the extent required by Code Section 162(m).

(4) Committee Certification. Before any Performance‑Based Award under this Section 4(b) (other than Qualifying Options and Qualifying Stock Appreciation Rights) is paid, the Committee must certify in writing (by resolution or otherwise) that the applicable Performance Goal(s) and any other material terms of the Performance‑Based Award were satisfied; provided, however, that a Performance‑Based Award may be paid without regard to the satisfaction of the applicable Performance Goal in the event of the Participant’s death or permanent disability or in the event of a Change in Control as provided in Section 7(b).

(5) Terms and Conditions of Awards. Committee Discretion to Reduce Performance Awards. The Committee shall have discretion to determine the conditions, restrictions or other limitations, in accordance with the terms of this Plan and Code Section 162(m), on the payment of individual Performance‑Based Awards under this Section 4(b). To the extent set forth in an Award Agreement, the Committee may reserve the right to reduce the amount payable in accordance with any standards or on any other basis (including the Committee’s discretion), as the Committee may impose.

(6) Adjustments for Material Changes. To the extent set forth in an Award Agreement, in the event of (i) a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, or (ii) any extraordinary gain or loss or other event that is treated for accounting purposes as an extraordinary item under generally accepted accounting principles, or (iii) any material change in accounting policies or practices affecting the Corporation and/or the Performance Goals or targets, the Committee shall make adjustments to the Performance Goals and/or targets, applied as of the date of the event, and based solely on objective criteria, so as to neutralize, in the Committee’s judgment, the effect of the event on the applicable Performance‑Based Award.

(7) Interpretation. Except as specifically provided in this Section 4(b), the provisions of this Section 4(b) shall be interpreted and administered by the Committee in a manner consistent with the requirements for exemption of Performance‑Based Awards granted to Executive Officers as “performance‑based compensation” under Code Section 162(m) and regulations and other interpretations issued by the Internal Revenue Service thereunder.

SECTION 5.

Shares of Stock and Share Units Available Under Plan.

(a) Aggregate Limits on Shares and Share Units. (i) Subject to Section 5(b), the maximum number of shares of Stock that may be issued pursuant to all Awards under the Plan is 26,013,817, (ii) the maximum number of such shares of Stock that may be issued pursuant to all Awards of Incentive Stock Options is 3,000,000, and (iii) the maximum number of shares of Stock subject to Awards granted during a calendar year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during such calendar year, shall not exceed $525,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes and excluding, for this purpose, the value of any dividends or dividend equivalents paid in accordance with Section 6(b)(4) on unissued shares of Stock or unpaid Share Units underlying any such Awards).

(b) Share Usage for Full Value Awards. Solely for purposes of calculating the number of shares of Stock available for issuance pursuant to Section 5(a)(i):

(1) each share of Stock that may be issued pursuant to Awards granted from March 1, 2010 through February 25, 2013 (other than Awards of Options and Stock Appreciation Rights) shall be counted as 2.60 shares;

(2) each share of Stock that may be issued pursuant to Awards granted from February 26, 2013 through February 22, 2016 (other than Awards of Options and Stock Appreciation Rights) shall be counted as 3.69 shares; and

(3) each share of Stock that may be issued pursuant to Awards granted on or after February 23, 2016 (other than Awards of Options and Stock Appreciation Rights) shall be counted as 4.26 shares.

(c) Reissue of Shares and Share Units. Any unexercised, unconverted or undistributed portion of any expired, cancelled, terminated or forfeited Award, or any alternative form of consideration under an Award that is not paid in connection with the settlement of an Award or any portion of an Award, shall again be available for Awards under Sections 5(a) and (b), as applicable, whether or not the Participant has received benefits of ownership (such as dividends or dividend equivalents or voting rights) during the period in which the Participant’s ownership was restricted or otherwise not vested. To the extent an Award is settled in cash in lieu of issuing shares of Stock subject thereto, such shares shall be deemed to constitute Share Units (and not shares of Stock issued pursuant to an Award) for purposes of the limits set forth in Sections 5(a) and (b). For the avoidance of doubt, the following shares of Stock shall not become available for reissuance under the Plan: (1) shares tendered by Participants as full or partial payment to the Corporation upon exercise of Options or other Awards granted under the Plan; (2) shares of Stock reserved for issuance upon the grant of Stock Appreciation Rights, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the Stock Appreciation Rights; (3) shares withheld by, or otherwise remitted to, the Corporation to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of Options or Stock Appreciation Rights or upon any other payment or issuance of shares under any other Award granted under the Plan; and (4) shares of Stock that are acquired by the Corporation as contemplated by Section 5(e) in connection with this Plan or the satisfaction of an Award issued hereunder.

(d) Interpretive Issues. Additional rules for determining the number of shares of Stock or Share Units authorized under this Plan may be adopted by the Committee, as it deems necessary or appropriate.

(e) Treasury Shares; No Fractional Shares. The Stock which may be issued (which term includes Stock reissued or otherwise delivered) pursuant to an Award under this Plan may be treasury or authorized but unissued Stock or Stock acquired, subsequently or in anticipation of a transaction under this Plan, in the open market or in privately negotiated transactions to satisfy the requirements of this Plan. No fractional shares shall be issued but fractional interests may be accumulated.

(f) Consideration. The Stock issued under this Plan may be issued (subject to Section 10(d)) for any lawful form of consideration, the value of which equals the par value of the Stock or such greater or lesser value as the Committee, consistent with Sections 10(d) and 4(a)(1), (2) and (3), may require.

(g) Purchase or Exercise Price; Withholding. The exercise or purchase price (if any) of the Stock issuable pursuant to any Award and any withholding obligation under applicable tax laws shall be paid at or prior to the time of the delivery of such Stock in cash or, subject to the Committee’s express authorization and the restrictions, conditions and procedures as the Committee may impose, any one or combination of (i) cash, (ii) the delivery of shares of Stock, or (iii) a reduction in the amount of Stock or other amounts otherwise issuable or payable pursuant to such Award. In the case of a payment by the means described in clause (ii) or (iii) above, the amount of Stock to be so delivered or offset in respect of such exercise price or purchase price (if any), or withholding obligations, shall be determined by reference to the Fair Market Value of the Stock on the date as of which the payment or offset is made.

(h) Cashless Exercise. The Committee may also permit the exercise of the Award and payment of any applicable withholding tax in respect of an Award by delivery of written notice, subject to the Corporation’s receipt of a third party payment in full in cash (or in such other form as permitted under Section 5(g)) for the exercise price and the applicable withholding at or prior to the time of issuance of Stock, in the manner and subject to the procedures as may be established by the Committee.

SECTION 6.

Award Agreements.

Each Award under this Plan shall be evidenced by an Award Agreement in a form approved by the Committee setting forth the number of shares of Stock or Share Units, as applicable, subject to the Award, and the price (if any) and term of the Award and, in the case of Performance‑Based Awards, the applicable Performance Goals, if any. The Award Agreement shall also set forth (or incorporate by reference) other material terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of this Plan.

(a) Incorporated Provisions. Award Agreements shall be subject to the terms of this Plan and shall be deemed to include the following terms:

(1) Transferability: An Award shall not be assignable nor transferable, except by will or by the laws of descent and distribution, and during the lifetime of a Participant the Award shall be exercised only by such Participant or by his or her guardian or legal representative. The designation of a Beneficiary hereunder shall not constitute a transfer prohibited by the foregoing provisions.

(2) Rights as Stockholder: A Participant shall have no rights as a holder of Stock with respect to any unissued securities covered by an Award until the date the Participant becomes the holder of record of these securities. Except as provided in Section 7, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the extent that the Award Agreement provides for dividend equivalents or similar economic benefits.

(3) Withholding: The Participant shall be responsible for payment of any taxes or similar charges required by law to be withheld from an Award or an amount paid in satisfaction of an Award and these obligations shall be paid by the Participant on or prior to the payment of the Award. In the case of an Award payable in cash, the withholding obligation shall be satisfied by withholding the applicable amount and paying the net amount in cash to the Participant. In the case of an Award paid in shares of Stock, a Participant shall satisfy the withholding obligation as provided in Section 5(g) or Section 5(h).

(4) Maximum Term of Awards. No Nonqualified Stock Option, Incentive Stock Option or Stock Appreciation Right may be exercised or converted to any extent, or remain outstanding and unexercised, unconverted or unvested, more than ten years after the date such Nonqualified Stock Option, Incentive Stock Option or Stock Appreciation Right was initially granted.

(b) Other Provisions. Award Agreements may include other terms and conditions as the Committee shall approve, including but not limited to the following:

(1) Termination of Employment: A provision describing the treatment of an Award in the event of the retirement, disability, death or other termination of a Participant’s employment with or services to the Corporation, including any provisions relating to the vesting, exercisability, forfeiture or cancellation of the Award in these circumstances, subject, in the case of Performance‑Based Awards, to the requirements for “performance‑based compensation” under Code Section 162(m).

(2) Vesting; Effect of Termination; Change in Control: Any other terms consistent with the terms of this Plan as are necessary and appropriate to effect the Award to the Participant, including but not limited to the vesting provisions, any requirements for continued employment, any other restrictions or conditions (including performance requirements) of the Award, and the method by which (consistent with Section 7) the restrictions or conditions lapse, and the effect on the Award of a Change in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, (1) the minimum vesting period for Awards of Restricted Stock shall be three years from the date of grant (or one year in the case of Restricted Stock Awards that are Performance-Based Awards) and (2) the vesting period of an Award of Restricted Stock may not be accelerated to a date that is within such minimum vesting period except in the event of the Participant’s death, permanent disability or retirement or in the event of a Change in Control.

(3) Replacement and Substitution: Any provisions permitting or requiring the surrender of outstanding Awards or securities held by the Participant in whole or in part in order to exercise or realize rights under or as a condition precedent to other Awards, or in exchange for the grant of new or amended Awards under similar or different terms; provided, that except in connection with an adjustment contemplated by Section 7, no such provisions of an Award Agreement shall permit a “Repricing” as defined in Section 8(d).

(4) Dividends: Any provisions providing for the payment of dividend equivalents on unissued shares of Stock or unpaid Share Units underlying an Award, on either a current or deferred or contingent basis, and either in cash or in additional shares of Stock; provided that dividend equivalents may not be paid with respect to Awards of Options or Stock Appreciation Rights.

(c) Contract Rights, Forms and Signatures. Any obligation of the Corporation to any Participant with respect to an Award shall be based solely upon contractual obligations created by this Plan and an Award Agreement. No Award shall be enforceable until the Award Agreement has been signed on behalf of the Corporation by an Executive Officer (other than the recipient) or his or her delegate. By accepting receipt of the Award Agreement, a Participant shall be deemed to have accepted and consented to the terms of this Plan and any action taken in good faith under this Plan by and within the discretion of the Committee, the Board of Directors or their delegates. Unless the Award Agreement otherwise expressly provides, there shall be no third party beneficiaries of the obligations of the Corporation to the Participant under the Award Agreement.

SECTION 7.

Adjustments; Change in Control; Acquisitions.

(a) Adjustments. If there shall occur any recapitalization, stock split (including a stock split in the form of a stock dividend), reverse stock split, merger, combination, consolidation, or other reorganization or any extraordinary dividend or other extraordinary distribution in respect of the Stock (whether in the form of cash, Stock or other property), or any split‑up, spin‑off, extraordinary redemption, or exchange of outstanding Stock, or there shall occur any other similar corporate transaction or event in respect of the Stock, or a sale of substantially all the assets of the Corporation as an entirety, then the Committee shall, in the manner and to the extent, if any, as it deems appropriate and equitable to the Participants and consistent with the terms of this Plan, and taking into consideration the effect of the event on the holders of the Stock:

(1) proportionately adjust any or all of:

(A) the number and type of shares of Stock and Share Units which thereafter may be made the subject of Awards (including the specific maxima and numbers of shares of Stock or Share Units set forth elsewhere in this Plan),

(B) the number and type of shares of Stock, other property, Share Units or cash subject to any or all outstanding Awards,

(C) the grant, purchase or exercise price, or conversion ratio of any or all outstanding Awards, or of the Stock, other property or Share Units underlying the Awards,

(D) the securities, cash or other property deliverable upon exercise or conversion of any or all outstanding Awards,

(E) subject to Section 4(b), the performance targets or standards appropriate to any outstanding Performance‑Based Awards, or

(F) any other terms as are affected by the event; and/or

(2) provide for:

(A) an appropriate and proportionate cash settlement or distribution, or

(B) the substitution or exchange of any or all outstanding Awards, or the cash, securities or property deliverable on exercise, conversion or vesting of the Awards.

Notwithstanding the foregoing, in the case of an Incentive Stock Option, no adjustment shall be made which would cause this Plan to violate Section 424(a) of the Code or any successor provisions thereto, without the written consent of the Participant adversely affected thereby. The Committee shall act prior to an event described in this paragraph (a) (including at the time of an Award by means of more specific provisions in the Award Agreement) if deemed necessary or appropriate to permit the Participant to realize the benefits intended to be conveyed by an Award in respect of the Stock in the case of an event described in paragraph (a).

(b) Change in Control. The Committee may, in the Award Agreement, provide for the effect of a Change in Control on an Award. Such provisions may include, but are not limited to any one or more of the following with respect to any or all Awards: (i) the specific consequences of a Change in Control on the Awards; (ii) a reservation of the Committee’s right to determine in its discretion at any time that there shall be full acceleration or no acceleration of benefits under the Awards; (iii) that only certain or limited benefits under the Awards shall be accelerated; (iv) that the Awards shall be accelerated for a limited time only; or (v) that acceleration of the Awards shall be subject to additional conditions precedent (such as a termination of employment following a Change in Control).

In addition to any action required or authorized by the terms of an Award, the Committee may take any other action it deems appropriate to ensure the equitable treatment of Participants in the event of a Change in Control, including but not limited to any one or more of the following with respect to any or all Awards: (i) the acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from, the Awards; (ii) the waiver of conditions on the Awards that were imposed for the benefit of the Corporation, (iii) provision for the cash settlement of the Awards for their equivalent cash value, as determined by the Committee, as of the date of the Change in Control; or (iv) such other modification or adjustment to the Awards as the Committee deems appropriate to maintain and protect the rights and interests of Participants upon or following the Change in Control. The Committee also may accord any Participant a right to refuse any acceleration of exercisability, vesting or benefits, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Committee may approve.

Notwithstanding the foregoing provisions of this Section 7(b) or any provision in an Award Agreement to the contrary, if any Award to any Insider is accelerated to a date that is less than six months after the date of the Award, the Committee may prohibit a sale of the underlying Stock (other than a sale by operation or law in exchange for or through conversion into other securities), and the Corporation may impose legend and other restrictions on the Stock to enforce this prohibition.

(c) Change in Control Definition. For purposes of this Plan, with respect to any Award other than an Award issued pursuant to an Award Agreement that separately defines the term “change in control,” a change in control shall include and be deemed to occur upon the following events:

(1) The acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a majority of the combined voting power of the Corporation’s then outstanding voting securities, other than by any employee benefit plan maintained by the Corporation;

(2) The sale of all or substantially all of the assets of the Corporation or any successor thereto;

(3) The consummation of a merger, combination, consolidation, recapitalization, or other reorganization of the Corporation with one or more other entities that are not Subsidiaries if, as a result of the consummation of the merger, combination, consolidation, recapitalization or other reorganization, less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to the event;

(4) The election, including the filling of vacancies, during any period of 24 months or less, of 50 percent or more, of the members of the Board, without the approval of Continuing Directors, as constituted at the beginning of such period. “Continuing Directors” shall mean any director of the Corporation who either (i) is a member of the Board on the date of grant of the relevant Award, or (ii) is nominated for election to the Board by a majority of the Board which is comprised of Directors who were, at the time of such nomination, Continuing Directors; or

(5) In the Committee’s sole discretion on a case-by-case basis and solely with respect to Awards granted to Employees of a Subsidiary of the Corporation, or of a business unit or division of the Corporation or such Subsidiary, (i) the sale of all or substantially all of the assets of such Subsidiary, business unit or division or (ii) the sale (including without limitation by way of merger) of a majority of the combined voting power of such Subsidiary’s then outstanding voting securities.

(d) Business Acquisitions. Awards may be granted under this Plan on the terms and conditions as the Committee considers appropriate, which may differ from those otherwise required by this Plan to the extent necessary to reflect a substitution for or assumption of stock incentive awards held by employees of other entities who become employees of the Corporation or a Subsidiary as the result of a merger of the employing entity with, or the acquisition of the property or stock of the employing entity by, the Corporation or a Subsidiary, directly or indirectly (such awards, “Substitute Awards”). Substitute Awards shall not be counted against the limitations set forth in Section 5(a), provided that Substitute Awards issued in connection with the assumption of, or in substitution for, Incentive Stock Options shall be counted against the limits set forth in Section 5(a)(ii) of the Plan.

SECTION 8.

Administration.

(a) Committee Authority and Structure. This Plan and all Awards granted under this Plan shall be administered by the Compensation Committee of the Board or such other committee of the Board (or the full Board) or subcommittee of the Compensation Committee as may be designated by the Board (such committee, subcommittee or the full Board, as applicable, the “Committee”). With respect to Awards granted to persons who are subject to the reporting requirements of Section 16(a) of the Exchange Act, the Committee shall be constituted so as to permit this Plan to comply with the disinterested administration requirements of Rule 16b‑3 under the Exchange Act, and with respect to Awards granted to persons who are “covered employees” as defined in Code Section 162(m), the Committee shall be constituted such that the “outside director” requirement of Code Section 162(m) is met. The members of the Committee shall be designated by the Board. A majority of the members of the Committee (but not fewer than two) shall constitute a quorum. The vote of a majority of a quorum or the unanimous written consent of the Committee shall constitute action by the Committee.

(b) Selection and Grant. The Committee shall have the authority to determine the individuals (if any) to whom Awards will be granted under this Plan, the type of Award or Awards to be made, and the nature, amount, pricing, timing, and other terms of Awards to be made to any one or more of these individuals, subject to the terms of this Plan.

(c) Construction and Interpretation. The Committee shall have the power to interpret and administer this Plan and Award Agreements, and to adopt, amend and rescind related rules and procedures. All questions of interpretation and determinations with respect to this Plan, the number of shares of Stock, Stock Appreciation Rights, or units or other Awards granted, and the terms of any Award Agreements, the adjustments required or permitted by Section 7, and other determinations hereunder shall be made by the Committee and its determination shall be final and conclusive upon all parties in interest. In the event of any conflict between an Award Agreement and any non‑discretionary provisions of this Plan, the terms of this Plan shall govern.

(d) Express Authority to Change Terms of Awards. The Committee may, at any time, alter or amend any or all Award Agreements under this Plan in any manner that would be authorized for a new Award under this Plan, including but not limited to any manner set forth in Section 9 (subject to any applicable limitations thereunder), except that no amendment or cancellation of an Award may effect a Repricing of such Award without shareholder approval, except in connection with an adjustment pursuant to Section 7. A “Repricing” means any of the following: (i) changing the terms of an Award to lower its exercise price or base price, (ii) cancelling an Award with an exercise price or base price in exchange for other Awards with a lower exercise price or base price, or (iii) cancelling an Award with an exercise price or base price at a time when such price is equal to or greater than the Fair Market Value of the underlying Stock in exchange for other Awards, cash or property. Without limiting the Committee’s authority under this plan (including Sections 7 and 9), but subject to any express limitations of this Plan (including the prohibitions on Repricing set forth in this Section 8(d)), the Committee shall have the authority to accelerate the exercisability or vesting of an Award, to extend the term or waive early termination provisions of an Award (subject to the maximum ten-year term under Section 6(a)(4) to the extent applicable), and to waive the Corporation’s rights with respect to an Award or restrictive conditions of an Award (including forfeiture conditions), in any case in such circumstances as the Committee deems appropriate.

(e) Rule 16b‑3 Conditions; Bifurcation of Plan. It is the intent of the Corporation that this Plan and Awards hereunder satisfy and be interpreted in a manner, that, in the case of Participants who are or may be Insiders, satisfies any applicable requirements of Rule 16b‑3, so that these persons will be entitled to the benefits of Rule 16b‑3 or other exemptive rules under Section 16 under the Exchange Act and will not be subjected to avoidable liability thereunder as to Awards intended to be entitled to the benefits of Rule 16b‑3. If any provision of this Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 8(e), that provision to the extent possible shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with this intent, the provision shall be deemed disregarded as to Awards intended as Rule 16b‑3 exempt Awards. Notwithstanding anything to the contrary in this Plan, the provisions of this Plan may at any time be bifurcated by the Board or the Committee in any manner so that certain provisions of this Plan or any Award Agreement intended (or required in order) to satisfy the applicable requirements of Rule 16b‑3 are only applicable to Insiders and to those Awards to Insiders intended to satisfy the requirements of Rule 16b‑3.

(f) Delegation and Reliance. The Committee may delegate to the officers or employees of the Corporation the authority to execute and deliver those instruments and documents, to do all acts and things, and to take all other steps deemed necessary, advisable or convenient for the effective administration of this Plan in accordance with its terms and purpose, except that the Committee may not delegate any discretionary authority to grant or amend an award or with respect to substantive decisions or functions regarding this Plan or Awards as these relate to the material terms of Performance‑Based Awards to Executive Officers or to the timing, eligibility, pricing, amount or other material terms of Awards to Insiders. In making any determination or in taking or not taking any action under this Plan, the Board and the Committee may obtain and may rely upon the advice of experts, including professional advisors to the Corporation. No director, officer, employee or agent of the Corporation shall be liable for any such action or determination taken or made or omitted in good faith.

(g) Exculpation and Indemnity. Neither the Corporation nor any member of the Board of Directors or of the Committee, nor any other person participating in any determination of any question under this Plan, or in the interpretation, administration or application of this Plan, shall have any liability to any party for any action taken or not taken in good faith under this Plan or for the failure of an Award (or action in respect of an Award) to satisfy Code requirements as to incentive stock options or to realize other intended tax consequences (including any intended tax treatment under Section 409A of the Code), to qualify for exemption or relief under Rule 16b‑3 or to comply with any other law, compliance with which is not required on the part of the Corporation.

SECTION 9.

Amendment and Termination of this Plan.

The Board of Directors may at any time amend, suspend or discontinue this Plan, subject to any stockholder approval that may be required under applicable law. Notwithstanding the foregoing, no such action shall, in any manner adverse to a Participant other than as expressly permitted by the terms of an Award Agreement, affect any Award then outstanding and evidenced by an Award Agreement without the consent in writing of the Participant or his or her Beneficiary, guardian or legal representative, to the extent applicable. Notwithstanding the above, any amendment to this Plan that would (i) materially increase the benefits accruing to any Participant or Participants hereunder, (ii) materially increase the aggregate number of shares of Stock, Share Units or other equity interest(s) that may be issued hereunder, or (iii) materially modify the requirements as to eligibility for participation in this Plan, shall be subject to shareholder approval.

SECTION 10.

Miscellaneous.

(a) Unfunded Plans. This Plan shall be unfunded. Neither the Corporation nor the Board of Directors nor the Committee shall be required to segregate any assets that may at any time be represented by Awards made pursuant to this Plan. Neither the Corporation, the Committee, nor the Board of Directors shall be deemed to be a trustee of any amounts to be paid or securities to be issued under this Plan.

(b) Rights of Employees.

(1) No Right to an Award. Status as an Employee shall not be construed as a commitment that any one or more Awards will be made under this Plan to an Employee or to Employees generally. Status as a Participant shall not entitle the Participant to any additional Award.

(2) No Assurance of Employment. Nothing contained in this Plan (or in any other documents related to this Plan or to any Award) shall confer upon any Employee or Participant any right to continue in the employ or other service of the Corporation or any Subsidiary or constitute any contract (of employment or otherwise) or limit in any way the right of the Corporation or any Subsidiary to change a person’s compensation or other benefits or to terminate the employment or services of a person with or without cause.

(c) Effective Date; Duration. This Plan was adopted by the Board of Directors of L-3 Communications Holdings, Inc. (which subsequently merged with and into the Corporation (formerly known as L-3 Communications Corporation)). This Plan became effective upon the approval of the stockholders of L-3 Communications Holdings, Inc. (which subsequently merged with and into the Corporation (formerly known as L-3 Communications Corporation)). This Plan shall remain in effect until any and all Awards under this Plan have been exercised, converted or terminated under the terms of this Plan and applicable Award Agreements. Notwithstanding the foregoing, no Award may be granted under this Plan after March 1, 2026; provided, however, that any Award granted prior to such date may be amended after such date in any manner that would have been permitted hereunder prior to such date.

(d) Compliance with Laws. This Plan, Award Agreements, and the grant, exercise, conversion, operation and vesting of Awards, and the issuance and delivery of shares of Stock and/or other securities or property or the payment of cash under this Plan, Awards or Award Agreements, are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal insider trading, registration, reporting and other securities laws and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may be necessary or, in the opinion of counsel for the Corporation, advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions (and the person acquiring such securities shall, if requested by the Corporation, provide such evidence, assurance and representations to the Corporation as to compliance with any of such restrictions) as the Corporation may deem necessary or desirable to assure compliance with all applicable legal requirements.

(e) Section 409A. Notwithstanding any other provisions of the Plan or any Award Agreements thereunder, it is intended that the provisions of the Plan and such Award Agreements comply with Section 409A of the Code, and that no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan, or any Award Agreement interpreted, in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Board or Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Corporation will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code; which, if the Participant is a “specified employee” within the meaning of the Section 409A, shall be the first day following the six-month period beginning on the date of Participant’s termination of Employment. Notwithstanding the foregoing, each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on him or her, or in respect of any payment or benefit delivered in connection with the Plan (including any taxes and penalties under Section 409A of the Code), and the Corporation shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all such taxes or penalties.

(f) Applicable Law. This Plan, Award Agreements and any related documents and matters shall be governed by, and construed in accordance with, the laws of the State of New York and applicable Federal law.

(g) Non‑Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Corporation, the Board or the Committee to grant awards or authorize any other compensation, with or without reference to the Stock, under any other plan or authority.

Exhibit 4.3

L3 TECHNOLOGIES MASTER SAVINGS PLAN

(Effective January 1, 2017)

TABLE OF CONTENTS

Page

INTRODUCTION			1

ARTICLE I - DEFINITIONS			2

	1.1	Account	2
	1.2	Affiliate	2
	1.3	After-Tax Contributions	2
	1.4	After-Tax Contribution Account	2
	1.5	Beneficiary	2
	1.6	Board of Directors	3
	1.7	Catch-Up Contributions	3
	1.8	Catch-Up Contribution Account	3
	1.9	Code	3
	1.10	Committee	3
	1.11	Company	3
	1.12	Compensation	3
	1.13	Dividend Election	4
	1.14	Eligible Employee	5
	1.15	Employee	5
	1.16	Employee Contributions	5
	1.17	Employee Contribution Account	5
	1.18	Employer	5
	1.19	Employer Contribution Account	5
	1.20	Employer Contributions	5
	1.21	ERISA	6
	1.22	ESOP	6
	1.23	ESOP Account	6
	1.24	Former Participant	6
	1.25	Highly Compensated Employee	6
	1.26	Hour of Service	7
	1.27	Investment Fund	8
	1.28	L3 Stock	8
	1.29	L3 Stock Fund	8
	1.30	Matching Contributions	8
	1.31	Matching Contribution Account	8
	1.32	Non-Covered Employer	9
	1.33	Non-Covered Status	9
	1.34	Non-Highly Compensated Employee	9
	1.35	Normal Retirement Date	9
	1.36	Participant	9
	1.37	Period of Service	9
	1.38	Period of Severance	9
	1.39	Plan	9
	1.40	Plan Year	9
	1.41	Pre-Tax Contributions	9
	1.42	Pre-Tax Contribution Account	10
	1.43	Prior Plan	10
	1.44	Recordkeeper	10
	1.45	Rollover Contributions	10
	1.46	Rollover Contribution Account	10
	1.47	Roth Elective Deferral Account	10
	1.48	Service	10

L3 Technologies Master Savings Plan

TABLE OF CONTENTS

(continued)

Page

	1.49	Severance From Service Date	10
	1.50	Supplemental Contributions	11
	1.51	Supplemental Contribution Account	11
	1.52	Termination of Employment	11
	1.53	Total Disability	11
	1.54	Trust or Trust Fund	11
	1.55	Trust Agreement	11
	1.56	Trustee	11
	1.57	Valuation Date	11

ARTICLE II - ADMINISTRATION			12

	2.1	Committee	12
	2.2	Discretionary Power to Interpret and Administer the Plan	12
	2.3	General Provisions	12
	2.4	Power to Execute Plan and Government Documents	13
	2.5	Claims Procedure	13
	2.6	Indemnification	13

ARTICLE III - PARTICIPATION			14

	3.1	General Conditions of Eligibility	14
	3.2	Election to Participate	14
	3.3	Transfers from Non-Covered Status	14
	3.4	Transfer to Non-Covered Status	14
	3.5	Transfers Among Participating Employers	15
	3.6	Eligibility upon Re-employment	15
	3.7	Service Under Elapsed Time Method	15
	3.8	Qualified Military Service	16
	3.9	FMLA	16

ARTICLE IV - CONTRIBUTIONS			17

	4.1	Pre-Tax Contributions	17
	4.2	After-Tax Contributions	18
	4.3	Catch-Up Contributions	19
	4.4	Matching Contributions	19
	4.5	Other Employer Contributions	20
	4.6	Rollover Contributions	20
	4.7	Contributions Required by the terms of a Collective Bargaining Agreement.	21
	4.8	Suspension of Contributions Upon Transfer to Non-Covered Status	21
	4.9	Timing of Contributions to Trustee	21
	4.10	Method by Which Contributions are Made to the Trust	21
	4.11	Transfers from Prior Plan	21
	4.12	Qualified Non-Elective Contributions	22

ARTICLE V - LIMITATIONS ON CONTRIBUTIONS			23

	5.1	Suspension of Contributions Upon Reaching the Savings Maximum	23
	5.2	Return of Excess Deferrals	23

L3 Technologies Master Savings Plan

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(continued)

Page

	5.3	Section 401(k) Limit on Pre-Tax Contributions	24
	5.4	Section 401(m) Limit on Matching Contributions	25
	5.5	Annual Additions Limit	27

ARTICLE VI - PARTICIPANTS’ ACCOUNTS			31

	6.1	Establishment of Accounts	31
	6.2	Accounts In Investment Funds	31
	6.3	How Accounts are Valued	31

ARTICLE VII - INVESTMENT OF CONTRIBUTIONS; TRANSFERS BETWEEN FUNDS			32

	7.1	Participant Directed Investments	32
	7.2	Discontinued Funds	33
	7.3	Limitation or Suspension of Transaction and Limitation of Daily Securities Trading	33

ARTICLE VIII - VESTING			34

	8.1	Full Vesting in Employee Contribution Account	34
	8.2	Vesting in Employer Contribution Account	34
	8.3	Forfeitures	35

ARTICLE IX - WITHDRAWALS PRIOR TO TERMINATION OF SERVICE; LOANS			36

	9.1	Withdrawals	36
	9.2	Withdrawal of After-Tax Contributions	36
	9.3	Withdrawal of Rollover Contribution Account	36
	9.4	Withdrawal of Vested Matching Contribution Account	36
	9.5	Withdrawal of Pre-Tax Contributions	36
	9.6	Hardship Withdrawals	36
	9.7	Withdrawal of Catch-Up Contributions	38
	9.8	Withdrawal Pro-Rata from Investment Funds	38
	9.9	Timing of Withdrawal Payments	38
	9.10	Loans	38

ARTICLE X - DISTRIBUTIONS			40

	10.1	Payment Upon Termination of Employment	40
	10.2	Cash-Out	40
	10.3	Application for Benefits	40
	10.4	General Rules	40
	10.5	Consent for Early Distributions	41
	10.6	Direct Rollover	41
	10.7	Distributions in Cash or Stock	42
	10.8	Qualified Joint and Survivor Annuity	42
	10.9	Qualified Preretirement Survivor Annuity	43

iii

L3 Technologies Master Savings Plan

TABLE OF CONTENTS

(continued)

Page

ARTICLE XI - SPECIAL TOP-HEAVY PROVISIONS			45

	11.1	Top-Heavy Rules	45
	11.2	Definitions	45
	11.3	Minimum Contribution	47
	11.4	Top-Heavy Vesting Schedule	47

ARTICLE XII - FUNDING OF THE SAVINGS PLAN; TRUST FUND			48

	12.1	Trust Agreement	48
	12.2	Income on Funds	48
	12.3	Exclusive Benefit of Trust Fund	48
	12.4	Mistake of Fact	48
	12.5	Contributions Disallowed by Code	48

ARTICLE XIII - AMENDMENT AND TERMINATION			49

	13.1	Plan Amendments	49
	13.2	Plan Termination; Discontinuance of Contributions	49
	13.3	Vesting on Plan Termination	49
	13.4	Distributions on Plan Termination	49

ARTICLE XIV - GENERAL PROVISIONS			50

	14.1	No Contract of Employment	50
	14.2	Payments Solely from Trust Fund	50
	14.3	Incompetency	50
	14.4	Alienation and QDROs	50
	14.5	Notice to the Committee	51
	14.6	Mergers and Transfers	51
	14.7	Fiduciaries	51
	14.8	Plans Shall Comply with Law; Choice of Law	51
	14.9	ERISA 404(c)	51
	14.10	Gender	52
	14.11	Deemed Distributions of Unvested Amounts	52
	14.12	Headings	52
	14.13	Missing Payees	52
	14.14	Changes in Vesting Schedule	52
	14.15	Tax Withholding	53
	14.16	Common Trust Funds	53

ARTICLE XV - ESOP PROVISIONS			54

	15.1	ESOP Portion of the Plan.	54
	15.2	Distribution of Dividends	54

SCHEDULE A MINIMUM REQUIRED DISTRIBUTIONS			A-1

SCHEDULE B and appendices

L3 Technologies Master Savings Plan

INTRODUCTION

L3 Technologies, Inc. (the “Company”) maintains the L3 Technologies Master Savings Plan (the “Plan”) to provide retirement benefits to eligible employees of the Company, its subsidiaries and its business units.

The L3 Technologies Master Savings Plan is comprised of two parts. The first part consists of this Plan document, which sets forth the provisions that apply to all eligible employees. This restated Plan document is effective as of January 1, 2017.

The second part consists of Schedule B and Appendices, which set forth the specific benefits, rights and features that apply to employees of each of the participating business units. Each of the Appendices is effective as of the date stated therein.

The Plan was originally adopted effective May 1, 1997 by L-3 Communications Corporation. Effective after the close of business on December 31, 2016, L-3 Communications Corporation changed its name to L3 Technologies, Inc. Accordingly, the name of the Plan was changed from the L-3 Communications Corporation Master Savings Plan to the L3 Technologies Master Savings Plan effective January 1, 2017.

The Plan was amended and restated effective August 1, 2013 to include within the Plan an employee stock ownership plan, within the meaning of Section 4975(e)(7) of the Code, designed to invest primarily in L3 Stock (the “ESOP”). The ESOP will be comprised of that portion of each Participant’s After-Tax Contribution Account, Catch-Up Contribution Account, Matching Contribution Account, Pre-Tax Contribution Account, Rollover Contribution Account, Roth Elective Deferral Account and Supplemental Contribution Account that is invested in the L3 Stock Fund. The L3 Stock Fund, which has previously been established as an Investment Fund shall be continued at all times as an available Investment Fund under the Plan. The Plan is a profit sharing plan, except for the ESOP portion of the Plan which is a stock bonus plan.

The Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and its Trust is intended to be tax-exempt under Code Section 501(a). Participants are entitled to receive benefits in accordance with the terms of the Plan in effect on the date they terminate employment or retire.

L3 Technologies Master Savings Plan

ARTICLE I - DEFINITIONS

As used in this Plan, the following terms shall have the meanings set forth herein.

1.1

Account

“Account” means the individual account or accounts established for a Participant to record contributions as adjusted for gains, including earnings, and losses.

1.2

Affiliate

“Affiliate” means the Company and any entity which is required to be aggregated with the Company for purposes of the controlled group rules of Code Section 414(b), the common control rules of Code Section 414(c), the affiliated service group rules of Code Section 414(m), the rules of Code Section 414(o), and, solely for purposes of applying the rules under Section 5.5, the rules of Code Section 415(h).

1.3	After-Tax Contributions

“After-Tax Contributions” means contributions made pursuant to Section 4.2 of the Plan by a Participant on an after-tax basis.

1.4	After-Tax Contribution Account

“After-Tax Contribution Account” means the Account established for a Participant to record After-Tax Contributions and after-tax contributions made under the terms of a Prior Plan and transferred to this Plan, as adjusted for gains, including earnings, and losses.

1.5	Beneficiary

“Beneficiary” means the Participant’s beneficiary, as designated by the Participant by providing a designation to the Recordkeeper. Such designation may be revoked or changed by providing notice to the Recordkeeper. A designation or change of beneficiary designation shall be delivered to the Recordkeeper in accordance with the Plan’s written administrative procedures. If upon the death of the Participant there is no properly designated beneficiary then living, “Beneficiary” shall mean the first surviving class of the following classes of beneficiaries: (a) the Participant’s surviving spouse, (b) the Participant’s surviving children per stirpes (excluding stepchildren but including adopted children), and (c) the Participant’s estate. Notwithstanding the foregoing, for a Participant who is legally married, “Beneficiary” shall be the Participant’s legal spouse at the time of death unless the Participant designates another beneficiary with the written consent of the Participant’s spouse, which consent acknowledges the specific non-spouse beneficiary, and is given in accordance with the provisions of the Code. Such consent shall not be valid if the Participant subsequently changes his or her beneficiary designation unless the consent form states that the Participant may subsequently change the beneficiary. As required by the context of the Plan, the term “Beneficiary” shall include alternate payees, as defined in Code Section 414(p). If a married Participant designated his or her spouse as Beneficiary and the Plan is provided with written proof of a subsequent legal divorce with such spouse, his or her ex-spouse shall be deemed to have predeceased the Participant for purposes of this Beneficiary designation except to the extent an applicable court order provides that death benefits are payable to the ex-spouse.

L3 Technologies Master Savings Plan

1.6	Board of Directors

“Board of Directors” means the Board of Directors of the Company.

1.7	Catch-Up Contributions

“Catch-Up Contributions” means the contributions made by an Employer at the election of a Participant under Section 4.3, which contributions meet the requirements of, and are described in, Section 414(v) of the Code. Such Catch-Up Contributions shall not be taken into account for purposes of the Plan provisions implementing the limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the Plan provisions implementing the requirements of Section 401(a)(4), 401(k)(3), 401(k)(11), 410(b) or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions.

1.8	Catch-Up Contribution Account

“Catch-Up Contribution Account” means the Account established for a Participant to record Catch-Up Contributions and catch-up contributions made under the terms of a Prior Plan and transferred to this Plan, as adjusted for gains, including earnings, and losses.

1.9

Code

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all appropriate regulations and administrative guidance.

1.10

Committee

“Committee” means the Benefit Plan Committee, which administers the Plan.

1.11

Company

“Company” means L3 Technologies, Inc., a Delaware corporation. The Company shall act by resolution of its Board of Directors.

1.12	Compensation

“Compensation” has the meaning provided in the applicable Appendix and includes Basic Compensation, Compensation in any Plan Year shall be taken into account up to, but shall not exceed, the limit in Section 401(a)(17) of the Code in effect for that Plan Year. Any increase in the Section 401(a)(17) limit shall not apply to years preceding the first year for which the increase is effective. If a cost of living adjustment is declared under the Code Section 401(a)(17) with respect to any calendar year, it shall affect the Compensation for the Plan Year that begins on the January 1st of that same calendar year.

L3 Technologies Master Savings Plan

Solely for purposes of the nondiscrimination rules and top-heavy rules of Sections 5.3, 5.4 and 11.2, Compensation shall mean as defined in Section 5.5(d). For purposes of determining the amount of any contributions to this Plan, Compensation shall not include stock-based compensation (whether settled in cash or stock) or discretionary cash appreciation awards. For the avoidance of doubt, stock-based compensation includes cash payments made as dividend equivalents on stock-based awards, and cash payments earned as a result of stock price appreciation or total shareholder returns (whether on a relative or absolute basis).

For any Employer listed on Schedule B, Compensation shall not be determined in accordance with any Appendix, but instead shall be determined in accordance with the following paragraphs, subject to the limit set forth in Section 401(a)(17) of the Code in effect for that Plan Year and such other rules under Code Section 401(a)(17) as are set forth in the foregoing provisions of this Section:

Compensation shall mean all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings; commissions; overtime compensation; performance based bonuses; regular vacation pay; and elective payroll deduction contributions under Code Sections 125, 132(f)(4) and 401(k).

Compensation shall include performance based bonuses for Participants employed by an Employer only if so provided on Schedule B with respect to that Employer.

Compensation shall not include non-performance based bonuses; incentive pay; severance payments; termination incentive payments; lump sum vacation allowances; taxable fringe benefits; stock-based compensation (whether settled in cash or stock); imputed income from life insurance; employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan; employee deferrals or contributions to any nonqualified deferred compensation plan; distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan; or any reimbursed expenses, such as relocation expenses and education expenses; and any other item not specifically included in Compensation herein.

1.13	Dividend Election

“Dividend Election” means the election of a Participant or Beneficiary in accordance with Section 15.2 that cash dividends on L3 Stock paid to the Participant’s or Beneficiary’s ESOP Account are either: (a) distributed in cash to the Participant or Beneficiary no later than 90 days after the last day of the Plan Year in which the dividend is paid; or (b) reinvested in the L3 Stock Fund allocated to the Participant’s or Beneficiary’s ESOP Account.

L3 Technologies Master Savings Plan

1.14	Eligible Employee

“Eligible Employee” means an Employee who meets the requirements of the applicable Appendix.

1.15

Employee

“Employee” means any person who is a common-law employee of the Employer, but excluding any individual who is (a) an independent contractor, (b) a person included in a unit of employees covered by a collective bargaining agreement which does not expressly provide for such person’s participation in the Plan, (c) an employee with no U.S. source income, or (d) a “leased employee” within the meaning of Code Section 414(n). The Employer’s classification of a person at the time services are performed by such person shall be conclusive. No reclassification of a person’s status with an Employer, for any reason, without reason to whether it is initiated by a court, governmental agency or otherwise and without regard to whether or not the Employer agrees to such reclassification, either retroactively or prospectively, shall result in the person being regarded as an Employee during such time. As used in each Appendix, Employee means the Employee of the Employer named in the Appendix.

1.16	Employee Contributions

“Employee Contributions” means a Participant’s Pre-Tax Contributions, After-Tax Contributions, Catch-Up Contributions and Rollover Contributions.

1.17	Employee Contribution Account

“Employee Contribution Account” means the Pre-Tax Contribution Account, After-Tax Contribution Account, Catch-Up Contribution Account, Rollover Contribution Account and Roth Elective Deferral Account.

1.18

Employer

“Employer” means each business unit that participates in the Plan in accordance with the terms of an applicable Appendix.

1.19	Employer Contribution Account

“Employer Contribution Account” means the Matching Contribution Account, Supplemental Contribution Account and any other Account maintained by the Recordkeeper to record employer contributions.

1.20	Employer Contributions

“Employer Contributions” means the Matching Contributions, Supplemental Contributions and any other contributions made by the Employer pursuant to the terms of an applicable Appendix or made under the terms of a Prior Plan and transferred to this Plan.

L3 Technologies Master Savings Plan

1.21

ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and all appropriate regulations and administrative guidance.

1.22

ESOP

“ESOP” means the employee stock ownership plan portion of the Plan.

1.23	ESOP Account

“ESOP Account” means the Account maintained for a Participant in the ESOP that is comprised of that portion of a Participant’s After-Tax Contribution Account, Catch-Up Contribution Account, Matching Contribution Account, Pre-Tax Contribution Account, Rollover Contribution Account, Roth Elective Deferral Account and Supplemental Contribution Account that is invested in the L3 Stock Fund.

1.24	Former Participant

“Former Participant” means an individual who is not an Employee but has an account balance under the Plan.

1.25	Highly Compensated Employee

“Highly Compensated Employee” means an Employee who is employed by the Company during the determination year and is:

(a)

An Employee who was a five-percent owner (as defined in Section 416(i)(1) of the Code) at any time during the determination year or the look-back year; or.

(b)

An Employee who received compensation in excess of $80,000 (or such higher amount as may be established from time to time by the Internal Revenue Service) and was in the top-paid group for the look-back year.

For purposes of the definition of “Highly Compensated Employee”: the “determination year” is the Plan Year for which the determination of who is a highly compensated employee is being made; the “look back year” is the Plan Year immediately preceding the determination year; the “top-paid group” is the group consisting of the top 20 percent of Employees when ranked on the basis of compensation paid during the look-back year; “compensation” is defined within the meaning of Section 415(c)(3) of the Code and includes elective or salary reduction contributions to a cafeteria plan or a cash or deferred arrangement; and employers aggregated under Section 414(b), (c), (m) or (o) are treated as a single employer.

For purposes of determining the number of Employees in the top-paid group: Employees who normally work less than 17.5 hours per week and Employees who normally work not more than six months during any year shall not be excluded; and Employees who have not completed six months of service and Employees who have not attained age 21 shall be excluded.

L3 Technologies Master Savings Plan

1.26	Hour of Service

“Hour of Service” means

(a)

Each hour for which the Employee is paid, or entitled to payment, directly or indirectly, from an Employer or an Affiliate.

(b)

Each hour for which back pay, irrespective of mitigation of damages, is awarded to the Employee or agreed to by an Employer or an Affiliate.

(c)

Each hour for which an Employee is paid or entitled to payment by an Employer or an Affiliate on account of a period of time during which no duties are performed due to vacation, holiday, illness, incapacity (including disability), lay-off, jury duty, military duty or leave of absence. An Hour of Service for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which the Employee performed no duties shall not be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with any applicable worker’s compensation, disability insurance, or unemployment compensation law. Hours of Service also shall not be credited for a payment which solely reimburses the Employee for medical or medically related expenses incurred by the Employee. Not more than 501 Hours of Service shall be credited under this subsection to the Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single Computation Period).

(d)

Hours of Service performed for the Employer as a “leased employee,” as defined in Section 414(n) of the Code, shall be taken into account for eligibility and vesting purposes only.

(e)

Solely for purposes of determining whether an Employee has incurred a Break-in-Service, an Employee who is not otherwise credited with an Hour of Service under subsection (a), (b) or (c) above, shall be credited with an Hour of Service for each additional hour which is part of an Employee’s customary work week with an Employer or an Affiliate during which the Employee is on an unpaid authorized leave of absence, provided the Employee resumes employment with an Employer or an Affiliate upon the expiration of such authorized leave of absence.

(f)

Solely for purposes of determining whether an Employee has incurred a Break-in-Service, an Employee who is absent from work for maternity or paternity reasons and who is not otherwise credited with an Hour of Service under subsection (a), (b), (c) or (d), above, shall receive credit for the Hours of Service for which he would have been regularly scheduled had the Employee performed duties for an Employer or an Affiliate during such absence. For purposes of such determination, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the Employee, (2) by reason of the birth of a child of such Employee, (3) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. Hours of Service credited for purposes of such determination shall be credited in the Plan Year in which such absence begins, if necessary to prevent a One Year Period of Severance, or, in all other cases, in the next following Plan Year. In no event will more than 501 Hours of Service be credited for any single continuous period of time during which the person did not or would not have performed duties.

L3 Technologies Master Savings Plan

(g)

The same Hours of Service shall not be credited more than once under subsections (a), (b), (c) or (d) above. The determination of Hours of Service for reasons other than the performance of duties shall be made in accordance with the provisions of Labor Department Regulations, 29 C.F.R. § 2530.200b‑2(b), and Hours of Service shall be credited to computation periods in accordance with the provisions of Labor Department Regulations, 29 C.F.R. § 2530.200b-2(c).

1.27	Investment Fund

“Investment Fund” means the investment funds offered under the Plan. Except for the L3 Stock Fund, the Investment Funds may be changed by the Committee from time to time without formal plan amendment.

1.28

L3 Stock

“L3 Stock” means, with respect to periods beginning on or after January 1, 2017, the common stock of L3 Technologies, Inc. and with respect to periods ending on or before December 31, 2016, the common stock of L-3 Communications Holdings, Inc.

1.29	L3 Stock Fund

“L3 Stock Fund” means the Investment Fund that consists of L3 Stock.

1.30	Matching Contributions

“Matching Contributions” means the Employer contributions described in Section 4.4 of the Code.

1.31	Matching Contribution Account

“Matching Contribution Account” means the Account established for a Participant to record Matching Contributions and matching contributions made under the terms of a Prior Plan and transferred to this Plan, as adjusted for gains, including earnings, and losses.

L3 Technologies Master Savings Plan

1.32	Non-Covered Employer

“Non-Covered Employer” means a business unit of the Company or an Affiliate that is not an Employer.

1.33	Non-Covered Status

“Non-Covered Status” means a Participant’s change of employment status while remaining an employee of an Employer or an Affiliate such that he is no longer an Employee as defined in the Plan.

1.34	Non-Highly Compensated Employee

“Non-Highly Compensated Employee” means any Employee or former Employee who is not a Highly Compensated Employee.

1.35	Normal Retirement Date

“Normal Retirement Date” means the Participant’s 65 ^th birthday.

1.36	Participant

“Participant” means an Employee who has met the eligibility requirements of the applicable Appendix and, to the extent required under Section 3.2 of the Plan, has elected to participate in the Plan.

1.37	Period of Service

“Period of Service” is defined in Section 3.7(a).

1.38	Period of Severance

“Period of Severance” is defined in Section 3.7(c).

1.39

Plan

“Plan” means this L3 Technologies Master Savings Plan, as amended from time to time, which includes the Plan document, Appendices and the Trust Agreement.

1.40

Plan Year

“Plan Year” means the calendar year.

1.41	Pre-Tax Contributions

“Pre-Tax Contributions” means a Participant’s elective deferrals made as described in Section 402(g)(3) of the Code and made pursuant to Section 4.1 of the Plan.

L3 Technologies Master Savings Plan

1.42	Pre-Tax Contribution Account

“Pre-Tax Contribution Account” means the Account established for a Participant to record Pre-Tax Contributions and pre-tax contributions made under the terms of a Prior Plan and transferred to this Plan, as adjusted for gains, including earnings, and losses.

1.43	Prior Plan

“Prior Plan” means a tax-qualified plan maintained by a prior employer.

1.44	Recordkeeper

“Recordkeeper” means the third party recordkeeper for the Plan.

1.45	Rollover Contributions

“Rollover Contributions” means the contributions made by an Employee in cash of an amount described in and subject to the provisions of Sections 401(a)(31), 402, 403 or 408 of the Code.

1.46	Rollover Contribution Account

“Rollover Contribution Account” means the Account established for a Participant to record Rollover Contributions and rollover contributions made under the terms of a Prior Plan and transferred to this Plan, as adjusted for gains, including earnings, and losses.

1.47	Roth Elective Deferral Account

“Roth Elective Deferral Account” means the Account established for a Participant to record “designated Roth contributions,” as defined in Code Section 402A, made under the terms of a Prior Plan and transferred to this Plan, as adjusted for gains, including earnings, and losses. No new designated Roth contributions may be made under this Plan.

1.48

Service

“Service” means the period for which an Employee is paid or is entitled to payment, subject to the rules and restrictions of Article III, for the performance of duties for an Employer, and, solely for purposes of eligibility and vesting, for the Company and an Affiliate. If an Employee transfers employment to the Company or an Affiliate in connection with a corporate acquisition, Service includes an Employee’s period of employment with the prior employer.

1.49	Severance From Service Date

“Severance From Service Date” is defined in Section 3.7(b).

L3 Technologies Master Savings Plan

1.50	Supplemental Contributions

“Supplemental Contributions” means the contributions, other than Matching Contributions, made by an Employer pursuant to an applicable Appendix, which contributions may be referred to in an Appendix as “supplemental contributions” or “profit sharing contributions” or “employer contributions”.

1.51	Supplemental Contribution Account

“Supplemental Contribution Account” means the Account established for a Participant to record Supplemental Contributions and supplemental contributions made under the terms of a Prior Plan and transferred to this Plan, as adjusted for gains, including earnings, and losses.

1.52	Termination of Employment

“Termination of Employment” means a severance from employment within the meaning of Section 401(k)(2)(B) of the Code.

1.53	Total Disability

“Total Disability” means a Participant is considered to be totally and permanently disabled as determined under the Employer’s administrative and payroll procedures.

1.54	Trust or Trust Fund

“Trust” or “Trust Fund” means the fund held by the Trustee under the Trust Agreement to which contributions to the Plan shall be made and out of which withdrawals and distributions under the Plan shall be paid.

1.55	Trust Agreement

“Trust Agreement” means the Trust Agreement between the Company and the Trustee, pursuant to which the Plan is funded, as in effect from time to time. The Trust Agreement is incorporated by reference into, and is fully a part of, the Plan.

1.56

Trustee

“Trustee” means the trustee at any time acting under the Trust Agreement.

1.57	Valuation Date

“Valuation Date” means the end of each business day.

L3 Technologies Master Savings Plan

ARTICLE II - ADMINISTRATION

2.1

Committee

The Committee shall consist of members appointed by the Board of Directors to serve at its pleasure. Any member of the Committee may resign by delivering his written resignation to the General Counsel of the Company.

2.2	Discretionary Power to Interpret and Administer the Plan

(a)

Subject to the limitations of the Plan, the Committee shall establish rules for the administration and interpretation of the Plan. The determination of the Committee as to any disputed question shall be conclusive. All actions, decisions and interpretations of the Committee in administering the Plan shall be performed in a uniform and non‑discriminatory manner.

(b)

The Committee has complete discretionary and final authority to determine all questions concerning the interpretation and administration of the Plan. The administrative decisions and Plan interpretations made by the Committee shall be given full deference by any court of law.

(c)

Each member of the Committee may delegate committee responsibilities among the Company’s directors, officers or employees, and may consult with and hire outside experts.

(d)

Employees of the Company or an Affiliate who are human resources personnel or benefits representatives shall, under the authority of the Committee, perform the routine administration of the Plan, such as distributing and collecting forms, creating rules and procedures, and providing information about Plan procedures.

(e)

Should any individual receive oral or written information concerning the Plan, which is contradicted by a subsequent determination by the Committee, the Committee’s final determination shall control.

2.3	General Provisions

(a)

The members of the Committee may authorize one or more of their members to execute or deliver any instrument, make any payment or perform any other act which the Plan authorizes or requires the Committee to do.

(b)

Any act which the Plan authorizes or requires the Committee to do must be done by a majority of its members. The action of such majority shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all members of the Committee at the time in office.

(c)

The Committee may employ counsel and other agents and may procure such clerical, accounting and other services as they may require in carrying out the provisions of the Plan.

L3 Technologies Master Savings Plan

(d)

No member of the Committee shall receive any compensation for his or her services as such.

(e)

All expenses of administering the Plan, including, but not limited to, fees of accountants and counsel, shall be paid from the Trust Fund except to the extent paid by the Company.

(f)

For purposes of ERISA, the Company shall be the “Named Fiduciary” and the “Plan Administrator” and is hereby designated as agent for service of legal process for the Plan. The Company may delegate any and all of its responsibilities as Named Fiduciary and as Plan Administrator among its directors, officers or employees and may consult with and hire outside experts.

2.4	Power to Execute Plan and Government Documents

Any appointed Vice President of the Company shall have the authority to execute governmental filings or other documents relating to the Plan, or the Company, through action of its Board of Directors, may delegate this authority to another officer or employee of the Company.

2.5	Claims Procedure

(a)

The Committee shall make all determinations as to the right of any person to benefits. The Committee shall adopt procedures for the presentation of claims for benefits and for the review of the denial of such claims by the Committee. The decision of the Committee upon such review shall be final, subject to appeal rights provided by law.

(b)

Any legal action for benefits under the Plan must be commenced within two years of the date that an initial claim for benefits was filed with the Plan Administrator. The Plan Administrator will be the necessary party to any action or proceeding involving the assets held with respect to the Plan or the administration thereof. No Employee, Participant, Former Participant or their Beneficiaries, or any other person having or claiming to have an interest in the Plan will be entitled to any notice or process. Any final judgment that may be entered in any such action or proceeding will be binding and conclusive on all persons having or claiming to have any interest in the Plan.

2.6	Indemnification

To the fullest extent permitted by law, the Company agrees to indemnify, to defend, and hold harmless the members of the Committee, individually and collectively, against any liability whatsoever for any action taken or omitted by them in good faith in connection with the Plan or their duties hereunder and for any expenses or losses for which they may become liable as a result of any such actions or non-actions unless resultant from their own gross negligence or willful misconduct as determined by the Board of Directors, and the Company shall purchase insurance for the Committee to cover any of their potential liabilities with regard to the Plan and Trust.

L3 Technologies Master Savings Plan

ARTICLE III - PARTICIPATION

3.1	General Conditions of Eligibility

(a)

Each Employee shall be eligible to participate in the Plan after satisfying the eligibility requirements set forth in the applicable Appendix. For any Employer listed on Schedule B, eligibility shall not be determined in accordance with any Appendix, but instead each Employee of such Employer shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

(b)

An Employee shall be eligible to participate in the Plan only during those periods during which the Employee is in the Service of an Employer.

(c)

A Participant who remains employed with an Employer, but who ceases to be an Employee because of a change in employment status shall become a Former Participant. Accounts of all Former Participants shall (unless liquidated) continue to be adjusted by other amounts properly credited or debited to such Accounts pursuant to Article VI of the Plan.

3.2	Election to Participate

Each Employee who satisfies the eligibility requirements of the applicable Appendix shall become a Participant only upon making proper application in accordance with procedures established by the Committee and the Recordkeeper; provided, however, that if the Employer makes Employer Contributions that are not conditioned on the Employee’s election to make Pre-Tax Contributions or After-Tax Contributions, the Employee shall automatically become a Participant, without making an application, upon satisfying the eligibility requirements for such Employer Contributions.

3.3	Transfers from Non-Covered Status

In the event an individual who is in Non-Covered Status or is an employee of a Non-Covered Employer is transferred to and becomes an Eligible Employee, such individual shall be eligible to participate in the Plan in accordance with the terms of the applicable Appendix, and his or her Service shall include his or her Service in Non-Covered Status or with the Non-Covered Employer; provided, however, that if he was eligible to participate in the Plan or any qualified defined contribution plan maintained by the Company or an Affiliate immediately prior to such transfer, he shall be eligible to participate in the Plan on the first day of the payroll period next following the date he becomes an Employee hereunder.

3.4	Transfer to Non-Covered Status

In the event a Participant is transferred to Non-Covered Status or to a Non-Covered Employer, no further contributions shall be made on behalf of the Participant. The Participant shall continue to receive vesting credit under the Plan for service in Non-Covered Status or with a Non-Covered Employer.

L3 Technologies Master Savings Plan

3.5	Transfers Among Participating Employers

(a)

If an Employee transfers employment from one Employer to another Employer after he or she is eligible to participate in the Plan, the Employee shall continue to be eligible to participate in the Plan under the terms of the Appendix that applies to the subsequent Employer, notwithstanding that the Employee may not have met the eligibility requirements of such Appendix. The Employee’s account balance attributable to service with the Employer from which the Employee transferred shall continue to vest in accordance with the vesting schedule applicable to such Employer.

(b)

If an Employee transfers employment from one Employer to another Employer before he or she is eligible to participate in the Plan, the Employee shall become eligible to participate in the Plan under the terms of the Appendix that is applicable to the Employer to whom the Employee transferred, including any eligibility requirements.

3.6	Eligibility upon Re-employment

(a)

Any Employee who terminates employment with an Employer before he or she is eligible to participate in the Plan and is reemployed by any Employer shall be eligible to participate in the Plan after satisfying the eligibility requirements set forth in the applicable Appendix. For purposes of this subsection (a), all Service with the Employer, the Company and its Affiliates shall be taken into account except as otherwise provided under Section 3.7(d).

(b)

An Employee who terminates employment with the Employer after he or she is eligible to participate in the Plan and is reemployed by any Employer shall again become a Participant as of the date on which he or she again becomes an Employee, provided he or she makes proper application, if required under Section 3.2.

3.7	Service Under Elapsed Time Method

(a)

A Period of Service begins on the date the Employee first completes an Hour of Service or the date on which the Employee completes an Hour of Service following a Period of Severance and ends on his or her Severance from Service Date.

(b)

Service shall not be credited on or after any Severance from Service Date. As of a Severance from Service Date, the Participant shall become a Former Participant. A Severance from Service Date is the earlier of (1) the date on which the Employee quits, retires, is discharged or dies, or (2) the first anniversary of the first date of a period in which the Employee remains absent from Service with the Employer for any reason other than quit, retirement, discharge or death. If a quit, retirement, death, or termination occurs following an absence for any other reason (such as leave, or temporary lay-off with recall rights), but before a Period of Severance has occurred, then a Severance from Service Date will occur as of the quit, retirement, death or termination. Notwithstanding the preceding, if an Employee quits, retires, or terminates, and returns to active employment within 12 months of his initial Severance from Service Date, then his entire Period of Severance will be credited as a Period of Service for eligibility and vesting purposes, although not for contribution purposes.

L3 Technologies Master Savings Plan

(c)

A Period of Severance is the time between the Employee’s Severance from Service Date and the date the Employee again performs an Hour of Service with the Employer or an Affiliate. If an Employee’s absence is due to maternity or paternity leave, a Period of Severance shall begin on the first anniversary of the Employee’s Severance from Service Date. A maternity or paternity leave of absence means an absence from work for any period by reason of the Employee’s pregnancy, birth of the Employee’s child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement.

(d)

Should an Employee who is not vested in all his Accounts incur a Period of Severance, and again become an Employee, the Periods of Service earned before and after the Period of Severance shall be aggregated.

3.8	Qualified Military Service

Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to “qualified military service,” as defined in Code Section 414(u)(5), will be provided in accordance with Code Section 414(u). In the case of a Participant who dies while performing qualified military service, the survivors of the Participant are entitled to any additional benefits because of death, including vesting and survivor benefits contingent on termination of employment, that would have been provided under the Plan had the Participant resumed employment and then terminated employment on account of death. An individual receiving a “differential wage payment,” as defined in Section 3401(h) of the Code, is treated as an employee of the Employer making the payment and the differential wage payment is treated as compensation for purposes of Code requirements applicable to the Plan.

3.9

FMLA

To the extent required by the Family Medical Leave Act of 1993, 29 U.S.C. § 2601 et al., Service shall include any period for which an Employee is regularly scheduled to work but is absent for a family or medical leave of absence.

L3 Technologies Master Savings Plan

ARTICLE IV - CONTRIBUTIONS

4.1	Pre-Tax Contributions

(a)

A Participant may elect to have Pre-Tax Contributions deducted from his or her Compensation for each pay period in an amount elected by the Participant, which may be equal to any whole percentage of the Participant’s Compensation for each such pay period not to exceed 25 percent (or such other percentage as may be designated by the Company, in writing, without formal plan amendment).

(b)

A Participant may change the amount of, or suspend, his or her Pre-Tax Contributions as of any date.

(c)

A Participant who has suspended his or her Pre-Tax Contribution may resume making Pre-Tax Contributions as of any date after such suspension.

(d)

Any election described in this Section 4.1 shall be made with the Recordkeeper in accordance with the procedures established by the Committee and the Recordkeeper, and shall be effective as soon as administratively feasible after receipt by the Recordkeeper.

(e)

An Eligible Employee whose date of hire is on or after July 1, 2008 will be deemed to have elected that a Pre-Tax Contribution of three percent of the Eligible Employee’s Compensation be deducted from the Eligible Employee’s Compensation for each payroll period starting on or after the 60th day following such date of hire and credited to the Eligible Employee’s Pre-Tax Contribution Account, subject to the following conditions and requirements:

(1)

Unless an Eligible Employee elects otherwise, the Pre-Tax Contributions will be invested in an investment fund designated by the Committee that satisfies the requirements for a “qualified default investment alternative” (QDIA) under regulations issued by the U.S. Department of Labor. The Eligible Employee may transfer all or a portion of the amounts invested in the QDIA to other investment alternatives under the Plan to the same extent as Participants who affirmatively elected to invest in the QDIA; provided, however, that any such transfer within the first 90 days following the initial automatic Pre-Tax Contribution shall not be subject to any restrictions, fees or expenses (including without limitation surrender charges, liquidation or exchange fees, redemption fees and similar expenses charged in connection with the liquidation of, or transfer from, the QDIA) and following such 90-day period shall not be subject to any such restrictions, fees and expenses that are not otherwise applicable to Participants who affirmatively elected to invest in the QDIA.

(2)

An Eligible Employee described in this Section 4.1(e) may change the amount of or suspend automatic Pre-Tax Contributions at any time by making an affirmative election under Sections 4.1(b) or (c) in accordance with rules established by the Committee.

L3 Technologies Master Savings Plan

(3)

Each Eligible Employee will be provided with a notice written in a manner calculated to be understood by the average Eligible Employee no less than 30 days and no more than 90 days prior to the Eligible Employee’s first automatic Pre-Tax Contribution and no less than 30 days and no more than 90 days prior to the beginning of each subsequent Plan Year that includes the following information: the automatic Pre-Tax Contribution election that will be made on the Eligible Employee’s behalf if the Eligible Employee does not make an affirmative election; the Eligible Employee’s rights to suspend or change the Pre-Tax Contribution election in accordance with Sections 4.1(b) and (c); the investment of automatic Pre-Tax Contributions in the QDIA in the absence of any other investment election by the Eligible Employee; a description of the QDIA including investment objectives, risks and return characteristics and fees and expenses; the right of Eligible Employees on whose behalf assets are invested in a QDIA to direct the investment of such assets to another investment alternative under the Plan, including any restrictions, fees or expenses applicable to such transfer; an explanation of where the Eligible Employee can obtain information concerning other investment alternatives under the Plan; and such other information and as may be required by applicable law.

(4)

The Eligible Employee will receive a copy of the most recent prospectus for the QDIA provided to the Plan no later than immediately after the initial automatic Pre-Tax Contribution is invested in the QDIA. In addition, the Eligible Employee will be entitled to receive upon written request such other information as may be made available upon request to Participants who affirmatively elect that a portion of their Accounts be invested in the QDIA.

(5)

The Eligible Employee will receive any materials provided to the Plan relating to the exercise of voting, tender or similar rights with respect to the QDIA to the extent those rights are passed through to Participants under the terms of the Plan as well as a description of any Plan provisions relating to the exercise of such rights.

(6)

This Section 4.1(e) will be applicable to Eligible Employees subject to collective bargaining agreements only to the extent permitted under the terms of the applicable collective bargaining agreement.

4.2	After-Tax Contributions

A Participant may elect to have After-Tax Contributions deducted from his or her Compensation for each pay period in an amount elected by the Participant, which may be equal to any whole percentage of the Participant’s Compensation for each such pay period not to exceed 25 percent (or such other percentage as may be designated by the Company, in writing, without formal plan amendment), less the amount of the Participant’s Pre-Tax Contributions for such pay period. An election to make After-Tax Contributions shall be made in accordance with procedures established by the Committee and the Recordkeeper, and shall be effective as soon as administratively feasible after receipt by the Recordkeeper

L3 Technologies Master Savings Plan

4.3	Catch-Up Contributions

A Participant who is at least age 50 by December 31 of a calendar year may elect to have Catch-Up Contributions deducted from his or her Compensation in an amount elected by the Participant, which may be equal to any whole percentage not to exceed 50 percent of his or her Compensation for a pay period (or such other percentage as may be designated by the Company, in writing, without formal plan amendment). An election to make Catch-Up Contributions will be subject to the rules of Section 4.1(b), (c) and (d).

4.4	Matching Contributions

(a)

The Employer shall make Matching Contributions with respect to Pre-Tax and After-Tax Contributions made by a Participant in an amount determined under the formula set out in the applicable Appendix.

For any Employer listed on Schedule B, Matching Contributions shall not be determined in accordance with any Appendix, but instead shall be determined in accordance with the following matching contribution formula:

The Employer shall make Matching Contributions on behalf of each Participant who makes Pre-Tax Contributions or After-Tax Contributions for a payroll period in an amount equal to the percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions set forth on Schedule B for that Employer that do not exceed the percent of Compensation for the payroll period set forth on Schedule B for that Employer. The Employer shall make Matching Contributions on behalf of each Participant who makes Catch-up Contributions for a payroll period under the same formula.

In addition, for any Employer listed on Schedule B as providing “true-up contributions,” the Employer shall make an additional Matching Contribution for a Plan Year equal to the difference between (1) and (2) where:

(1)

is the amount that would have been contributed as matching contributions for the Plan Year by the Employer if the matching contribution formula for the Employer were applied on an annual, rather than a pay period, basis; and

(2)

is the amount that would have been contributed as matching contributions for the Plan Year by the Employer if the matching contribution formula for the Employer were applied only on a pay period basis.

L3 Technologies Master Savings Plan

Notwithstanding the foregoing, if specifically provided on Schedule B, the Employer shall make Matching Contributions on behalf of each Participant who makes Pre-Tax Contributions or After-Tax Contributions for a Plan Year (instead of a payroll period) in an amount equal to the percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions set forth on Schedule B for that Employer that do not exceed the percent of Compensation for the Plan Year set forth on Schedule B for that Employer. The Employer shall make Matching Contributions on behalf of each Participant who makes Catch-up Contributions for a payroll period under the same formula.

(b)

The Employer shall make additional Matching Contributions with respect to Catch-up Contributions under the same formula applicable to Pre-Tax and After-Tax Contributions.

(c)

Notwithstanding any other provision of the Plan or any Appendix to the contrary, no additional Matching Contribution or additional other Employer Contribution will be made to the Plan with respect to a Participant who is treated as an “Additional SERP Participant” under the L3 Technologies, Inc. Supplemental Executive Retirement Plan.

(d)

Notwithstanding any other provision of the Plan or any Appendix to the contrary, effective as of February 15, 2012, no Matching Contributions shall be made with respect to Catch-up Contributions made by Participants that are employed by L-3 Services, Inc., International Resources Group Ltd., Engility Corp., L-3 National Security Solutions, Inc., or the Engineering and Technical Services (E&TS) business unit of the Company.

4.5	Other Employer Contributions

The Employer shall make such other Employer contributions as set forth in the applicable Appendix. For any Employer listed on Schedule B, Supplemental Contributions shall continue to be determined in accordance with the Appendix in effect on December 31, 2010 except as otherwise provided on Schedule B for that Employer.

4.6	Rollover Contributions

An Employee may make a Rollover Contribution at any time regardless of whether the Employee has met the eligibility requirements of the applicable Appendix and regardless of whether the Employee has elected to make Pre-Tax Contributions or After-Tax Contributions. A Rollover Contribution shall be paid to the Trustee in cash. The Committee shall develop such procedures and require such information from an individual desiring to make a Rollover Contribution as it deems necessary or desirable to determine that the proposed contribution will meet the requirements for a Rollover Contribution as set forth in the Plan and the Code, and for the return of Rollover Contributions, and the earnings and losses thereon, which have been determined to have been invalidly made.

L3 Technologies Master Savings Plan

4.7	Contributions Required by the terms of a Collective Bargaining Agreement.

To the extent the provisions of a collective bargaining agreement provide for employer or employee contributions in an amount that is different than the amount provided under the Plan, including an applicable Appendix, the terms of the collective bargaining agreement shall apply.

4.8	Suspension of Contributions Upon Transfer to Non-Covered Status

In the event a Participant is transferred to Non-Covered Status or to a Non-Covered Employer, the Participant shall become a Former Participant and his or her Employee Contributions, if any, shall be automatically suspended as of the date of such transfer.

4.9	Timing of Contributions to Trustee

(a)

Each Employer shall pay to the Trust an amount equal to the Participants’ Employee Contributions as soon as practicable after such amounts are deducted from their remuneration, but not later than required under applicable law.

(b)

Employer Contributions that are required to be made for a calendar year shall be paid into the Trust no later than the time prescribed by law for filing the Company’s Federal income tax return, including extensions, for such calendar year.

4.10	Method by Which Contributions are Made to the Trust

Except as otherwise provided in the applicable Appendix, Employer Contributions shall be made in shares of L3 Stock. Employee Contributions shall be made in cash.

4.11	Transfers from Prior Plan

(a)

Time and Manner . Upon the direction of the Committee, the Trustee shall accept the assets and liabilities representing the account balances under a Prior Plan of any participant or former participant in a Prior Plan (“Prior Plan Participant”)

(b)

Beginning Account Balances After Transfer . Absent an election from the Prior Plan Participant, amounts transferred on behalf of a Prior Plan Participant from a Prior Plan pursuant to subsection (a) above shall be allocated among such Prior Plan Participant’s Accounts under this Plan in the same way that those amounts were allocated to such accounts under the Prior Plan.

(c)

Investment of Transferred Amounts . Until such time as the Prior Plan Participant makes a new investment election as provided under Section 7.1, all amounts transferred from the Prior Plan shall be invested in Investment Funds that have similar characteristics as the investment funds in which such transferred amounts were invested under the Prior Plan.

L3 Technologies Master Savings Plan

(d)

Salary Deferral Elections . Until such time as the Prior Plan Participant makes a new salary deferral election as provided under Sections 4.1, 4.2, and 4.3, the salary deferral elections under the Prior Plan shall remain in effect and shall be deemed to be an election under this Plan.

4.12	Qualified Non-Elective Contributions

(a)

The Employer may make Qualified Non-Elective Contributions and Qualified Matching Contributions, as defined in subsections (b) and (c) below, on behalf of Participants who are Non-Highly Compensated Employees. The Qualified Non-Elective Contributions and Qualified Matching Contributions, if any, will be allocated to Participants who are Non-Highly Compensated Employees in accordance with Treas. Reg. 1.401(k)-2(a)(6) and 1.401(m)-2(a)(g), respectively.

(b)

“Qualified Non-Elective Contributions” shall mean contributions other than Qualified Matching Contributions, made by the Employer that are nonforfeitable when made to the Plan and are subject to the same distribution rules as Pre-Tax Contributions, provided that Qualified Non-Elective Contributions shall not be eligible for hardship withdrawals.

(c)

Qualified Matching Contributions” means Matching Contributions that are nonforfeitable when made to the Plan and that are distributable only in accordance with the distribution provisions (other than for hardships) applicable to Pre-Tax Contributions.

L3 Technologies Master Savings Plan

ARTICLE V - LIMITATIONS ON CONTRIBUTIONS

5.1	Suspension of Contributions Upon Reaching the Savings Maximum

(a)

A Participant’s Pre-Tax Contributions shall automatically be suspended when the aggregate amount of such Pre-Tax Contributions for any Plan Year equals the maximum amount permitted under Section 402(g) of the Code. A Participant whose Pre-Tax Contributions have been suspended pursuant to paragraph (a) shall automatically have Pre-Tax Contributions deducted from his or her Compensation as of the first day of the next succeeding Plan Year at the same deferral percentage as the Participant had most recently elected prior to such suspension, provided that the Participant has not made an election to make After-Tax Contributions at any time after the date that the Pre-Tax Contributions were suspended and further provided that the Participant has not made an election to make Pre-Tax Contributions in a different amount. A Participant who, after reaching the maximum amount permitted under Section 402(g) of the Code, makes an election to make After-Tax Contributions, shall not have Pre-Tax Contributions automatically deducted from his or her Compensation for the next Plan Year until such Participant makes a new salary deferral election for such next Plan Year.

(b)

A Participant’s Catch-Up Contributions shall automatically be suspended when the aggregate amount of such Catch-Up Contributions for any Plan Year equals the maximum amount permitted under Section 414(v) of the Code. A Participant whose Catch-Up Contributions have been suspended must make a new election to make Catch-Up Contributions for the Plan Year .

5.2	Return of Excess Deferrals

If the aggregate of the Participant’s Pre-Tax Contributions or Catch-Up Contributions to this Plan and any other plan to which the Participant makes elective deferrals as defined in Section 402(g)(3) of the Code for any Plan Year exceeds the maximum amount permitted under Section 402(g) or 414(v) of the Code for such Plan Year , the Participant may notify the Recordkeeper no later than the date established by the Recordkeeper of the amount of the excess deferrals to be assigned to the Plan. If there are excess deferrals that arise by taking into account only those Pre-Tax Contributions or Catch-Up Contributions to this Plan, the Participant shall be deemed to have notified the Recordkeeper of such excess deferrals. Upon receipt of such notice (or deemed notice), the Recordkeeper shall cause an amount of Pre-Tax Contributions or Catch-Up Contributions equal to the excess deferrals allocated to the Plan and the income allocable thereto to be distributed to such Participant prior to April 15 of such following Plan Year. Pre-Tax Contributions or Catch-Up Contributions for which the Employer does not makes a Matching Contribution shall be returned before Pre-Tax Contributions for which a Matching Contribution has been made. Excess deferrals to be distributed for a taxable year will be reduced by excess contributions previously distributed under Section 5.3(b) for the Plan Year beginning in such taxable year. For purposes of this Section, the term “excess deferrals” with respect to Pre-Tax Contributions means a Participant’s Pre-Tax Contributions to this Plan and to a plan maintained by any other employer that, in the aggregate, exceed the maximum amount permitted under Section 402(g) of the Code. For purposes of this Section, the term “excess deferrals” with respect to Catch-Up Contributions means a Participant’s Catch-Up Contributions to the Plan and to a plan maintained by any other employer that, in the aggregate, exceed the maximum amount permitted under Section 414(v) of the Code. For purposes of this section, the income allocable to “excess deferrals” is equal to the allocable gain or loss for the Plan Year to which the excess deferrals are attributable and, with respect to distributions of “excess deferrals” occurring in 2007, the allocable gain or loss for the period after the close of such Plan Year and prior to the date of distribution.

L3 Technologies Master Savings Plan

5.3	Section 401(k) Limit on Pre-Tax Contributions

(a)

The Committee shall determine, during and as of the end of each Plan Year, the Actual Deferral Percentages relevant for purposes of this Section based on the actual and projected rate for each Participant of his Compensation and Pre-Tax Contributions for the remainder of the Plan Year. If, based on such determination, the Committee concludes that a reduction in the Pre-Tax Contributions for any Participant is necessary or advisable in order to comply with the limitations of paragraph (1) or (2) below, it shall so notify each affected Participant. In such event, the maximum allowable Pre-Tax Contributions shall be reduced in accordance with the direction of the Committee, and the contribution election of each Participant affected by such determination shall be modified accordingly.

(1)

The Actual Deferral Percentage (as defined below) for the group of Highly Compensated Employees is not more than the Actual Deferral Percentage for the group of Non-Highly Compensated Employees multiplied by 1.25.

(2)

The Actual Deferral Percentage for the group of Highly Compensated Employees is not more than the Actual Deferral Percentage for the group of Non-Highly Compensated Employees multiplied by 2.0 and is not more than 2 percentage points more than the Actual Deferral Percentage for the group of Non-Highly Compensated Employees.

(3)

For the purposes of paragraphs (1) and (2) above:

(A)

The “Actual Deferral Percentage” for a specified group of Participants for a Plan Year shall be the average of the ratios (calculated separately for each Participant in such group and rounded to the nearest 0.01%) of

(i)

the amount of Pre-Tax Contributions and Qualified Non-Elective Contributions on behalf of each such Participant for such Plan Year (including the amount of any Excess Deferrals distributed to a Participant), to

(ii)

such Participant’s Compensation for such Plan Year.

L3 Technologies Master Savings Plan

(B)

For the purposes of the Actual Deferral Percentage test only, “Participant” means any Employee who is eligible to participate in the Plan for part or all of the applicable Plan Year.

(b)

If the limits of Section 5.4(a) are not met and the Employer does not make Qualified Non-Elective Contributions (as defined in Section 4.12(b)) for the Plan Year, any “excess contributions” for the Plan Year shall be distributed in cash to the Highly Compensated Employees on whose behalf they were paid into the Plan, no later than two and one-half months after the end of such Plan Year, if at all possible, and in any event no later than the close of such following Plan Year. The amount distributed to any such Participant shall be increased or decreased by a pro rata share of the net income or loss attributable to such “excess contributions” as determined by the Committee in accordance with applicable regulations. If such Participant’s excess contributions are invested in more than one Investment Fund, such distribution shall be made pro rata, to the extent practicable, from all such Investment Funds. For purposes of this Section 5.3(b), “excess contributions” means, with respect to any Plan Year, the excess of (1) the aggregate amount of Pre-Tax Contributions actually paid into the Plan on behalf of Highly Compensated Employees for such Plan Year, over (2) the maximum amount of such contributions permitted for such Plan Year under the limitations set forth above, determined by reducing the amount of Pre-Tax Contributions on behalf of Highly Compensated Employees in the order of their highest Actual Deferral Percentages until the requirements of Section 5.3(a) are satisfied. Excess contributions to be distributed for a taxable year will be reduced by excess deferrals previously distributed under Section 5.2 for the Plan Year beginning in such taxable year. Any Employer Matching Contributions made with respect to excess contributions shall be forfeited. Forfeitures shall be applied to reduce contributions that the Employer is required to pay into the Plan and to pay Plan expenses

(c)

The rules of Section 401(k)(3) and Treasury Regulation Section 1.401(k)-1 are hereby incorporated by reference.

(d)

For purposes of sub-section (b) above, the income allocable to “excess contributions” is equal to the allocable gain or loss for the Plan Year to which the excess contributions are attributable and, for distributions of “excess contributions” occurring in 2006 and 2007, the allocable gain or loss for the period after the close of such Plan Year and prior to the date of distribution.

5.4	Section 401(m) Limit on Matching Contributions

(a)

The Committee shall determine, during and as of the end of each Plan Year, the Actual Contribution Percentage relevant for purposes of this Section, based on the actual and projected rate for each Participant of his or her Compensation, Matching Contributions, and After-Tax Contributions. If, based on such determination, the Committee concludes that a reduction in Matching Contributions or After-Tax Contributions made for any Participant is necessary or advisable in order to comply with the limitations of paragraph (1) or (2) below, it shall so notify each affected Participant. In such event, the maximum allowable Matching Contributions and After-Tax Contributions shall be reduced in accordance with the direction of the Committee.

L3 Technologies Master Savings Plan

(1)

The Actual Contribution Percentage (as defined below) for the group of Highly-Compensated Employees is not more than the Actual Contribution Percentage for the group of Non-Highly Compensated Employees multiplied by 1.25.

(2)

The Actual Contribution Percentage for the group of Highly Compensated Employees is not more than the Actual Contribution Percentage for the group of Non-Highly Compensated Employees multiplied by 2.0 and is not more than 2 percentage points more than the Contribution Percentage for the group of Non-Highly Compensated Employees.

(3)

For the purposes of paragraphs (1) and (2) above:

(A)

The “Actual Contribution Percentage” for a specified group of Participants for a Plan Year shall be the average of the ratios (calculated separately for each Participant in such group and rounded to the nearest 0.01%) of

(i)

the amount of Matching Contributions, After-Tax Contributions and Qualified Matching Contributions on behalf of each such Participant for such Plan Year (including the amount of any Excess Deferrals distributed to a Participant), to

(ii)

such Participant’s Compensation for such Plan Year.

(B)

For the purposes of the Actual Contribution Percentage test only, “Participant” means any Employee who is eligible to participate in the Plan for part or all of the applicable Plan Year.

(b)

If the limits of Section 5.4(a) are not met and the Employer does not make Qualified Matching Contributions (as defined in Section 4.12(c)) for the Plan Year, any “excess aggregate contributions” for the Plan Year shall be distributed in cash to the Highly Compensated Employees on whose behalf they were paid into the Plan, no later than two and one-half months after the end of such Plan Year, if at all possible, and in any event no later than the close of such following Plan Year. The amount distributed to any such Participant shall be increased or decreased by a pro rata share of the net income or loss attributable to such “excess aggregate contributions” as determined by the Committee in accordance with applicable regulations. If such Participant’s excess aggregate contributions are invested in more than one Investment Fund, such distribution shall be made pro rata, to the extent practicable, from all such Investment Funds. For purposes of this Section 5.4(b), “excess aggregate contributions” means, with respect to any Plan Year, the excess of (1) the aggregate amount of Matching Contributions or After-Tax Contributions actually paid into the Plan on behalf of Highly Compensated Employees for such Plan Year, over (2) the maximum amount of such contributions permitted for such Plan Year under the limitations set forth above, determined by reducing the amount of Matching Contributions and After-Tax Contributions on behalf of Highly Compensated Employees in the order of their highest Actual Contribution Percentages until the requirements of Section 5.4(a) are satisfied.

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(c)

The rules of Section 401(m)(2) and Treasury Regulation Section 1.401(m)-1 are hereby incorporated by reference.

(d)

For purposes of sub-section (b) above, the income allocable to “excess aggregate contributions” is equal to the allocable gain or loss for the Plan Year to which the excess aggregate contributions are attributable and, for distributions of “excess aggregate contributions” occurring in 2006 and 2007, the allocable gain or loss for the period after the close of such Plan Year and prior to the date of distribution.

5.5	Annual Additions Limit

(a)

Notwithstanding any other provision of the Plan to the contrary, the maximum amount of annual additions which may be credited to a Participant’s Accounts for any Plan Year shall not exceed the lesser of (1) $40,000 as adjusted for increases in the cost-of-living in accordance with regulations prescribed by the Secretary of Treasury; provided, however, that no such increase in the maximum dollar amount shall become effective until January 1 of the applicable calendar year and shall apply beginning with the Plan Year coincident with such calendar year); or (2) 100% (or such other percentage as determined in accordance with the Code) of the Participant’s Section 415 earnings (as defined in paragraph (d) of this Section) for such Plan Year. For the purpose of this paragraph, a Participant’s “annual additions” for any Plan Year shall mean the sum of (A) employer contributions and forfeitures allocable to a Participant under all plans (or portions thereof) maintained by the Company or an Affiliate subject to Section 415(c) of the Code, (B) the Participant’s employee contributions under all such plans (or portions thereof), and (C) amounts described in Section 419A(d)(2) of the Code (relating to post‑retirement medical benefits of key employees) or allocated to a pension plan individual medical account described in Section 415(l) of the Code, to the extent includible for purposes of Section 415(c)(2) of the Code. A Participant’s employee contributions shall be determined without regard to (i) any rollover contributions, (ii) any repayments of loans, or (iii) any prior distributions repaid upon the exercise of buy‑back rights. Employer and employee contributions taken into account as Annual Additions shall include “excess contributions” as defined in Section 401(k)(8)(B) of the Code, “excess aggregate contributions” as defined in Section 401(m)(6)(B) of the Code, and “excess deferrals” as described in Section 402(g) of the Code, regardless of whether such amounts are distributed or forfeited (except to the extent such “excess deferrals” are distributed to the Participant before the end of the taxable year of the Participant in which such deferrals were made).

L3 Technologies Master Savings Plan

(b)

If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s annual compensation, a reasonable error in determining the amount of elective deferrals for a Participant, or other facts and circumstances permitted by Commissioner of the Internal Revenue Service, the Annual Additions to the Accounts of a Participant for any Plan Year would exceed the limitations set forth in subsection (a), such Participant’s Annual Additions for such Plan Year shall be reduced by the amount required to eliminate such excess in the following order:

(1)

After-Tax Contributions for which no Matching Contributions were made;

(2)

Pre-Tax Contributions for which no Matching Contributions were made;

(3)

After-Tax Contributions for which Matching Contributions were made and the Matching Contributions with respect to such After-Tax Contributions;

(4)

Pre-Tax Contributions for which Matching Contributions were made and the Matching Contributions with respect to such Pre-Tax Contributions; and

(5)

Supplemental Contributions.

To the extent contributions on behalf of a Participant are required to be reduced in order to meet the requirements of subsection (a) above, such After-Tax Contributions shall be returned to the Participant as soon as practicable thereafter.

(c)

For the purposes of this Section, this Plan and all other defined contribution plans (as defined in Section 414(i) of the Code) maintained by the Employer, or an Affiliate (whether or not terminated) shall be treated as one defined contribution plan.

(d)

For purposes of this Section, the following shall have the meanings set forth below:

L3 Technologies Master Savings Plan

(1)

a Participant’s “Section 415 earnings” means wages, salaries, and fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer or an Affiliate up to, but not in excess of, the limit in Section 401(a)(17) of the Code in effect for that Plan Year(as adjusted for cost of living in accordance with that Code Section) including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, and Pre-Tax Contributions and any employee contributions made under a plan maintained by the Employer pursuant to Sections 125, 132(f)(4) or 401(k) of the Code, and excluding Employer contributions to a plan of deferred compensation which are not includible in the Participant’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the Participant, or any distributions from a plan of deferred compensation; amounts realized from the exercise of a non-qualified stock option, when restricted stock (or property) held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; amounts realized from the sale, exchange or other disposition of stock acquired under an incentive stock option; and other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity described in Section 403(b) of the Code (whether or not the amounts are actually excludible from the gross income of the Participant). Amounts under Section 125 of the Code shall include amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Section 125 of the Code only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

For purposes of the limitation under Section 415 of the Code, “Section 415 Earnings” for the limitation year shall include compensation paid by the later of 2-½ months after a Participant’s severance from employment with the Company or an Affiliate or the end of the limitation year that includes the date of the Participant’s severance from employment with the Company or an Affiliate, if:

(i) the payment is regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a severance from employment, the payments would have been paid to the Participant while the Participant continued in employment with the Company or an Affiliate; or

(ii) the payment is for unused accrued bona fide sick, vacation or other leave that the Participant would have been able to use if employment had continued; or

(iii) the payment is received by the Participant pursuant to a nonqualified unfunded deferred compensation plan and would have been paid at the same time if employment had continued, but only to the extent includible in gross income.

L3 Technologies Master Savings Plan

Any payments not described above shall not be considered compensation if paid after severance from employment, even if they are paid by the later of 2-½ months after the date of severance from employment or the end of the limitation year that includes the date of severance from employment, except: (a) payments to an individual who does not currently perform services for the Company or an Affiliate by reason of qualified military service (within the meaning of Section 414(u)(1) of the Code) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Company or an Affiliate rather than entering qualified military service; or (b) compensation paid to a Participant who is permanently and totally disabled, as defined in Section 22(e)(3) of the Code, provided salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period, or the Participant was not a highly compensated employee, as defined in Section 414(q) of the Code, immediately before becoming disabled.

(2)

“Qualified Nonelective Contributions” means contributions other than Matching Contributions or Qualified Matching Contributions) made by the Employer and allocated to participants’ accounts that the participants may not elect to receive in cash until distributed from the Plan; that are nonforfeitable when made to the Plan; and that are distributable only in accordance with the distribution provisions (other than for hardships) applicable to Pre-Tax Contributions.

(3)

“Qualified Matching Contributions” means Matching Contributions that are nonforfeitable when made to the Plan and that are distributable only in accordance with the distribution provisions (other than for hardships) applicable to Pre-Tax Contributions.

L3 Technologies Master Savings Plan

ARTICLE VI - PARTICIPANTS’ ACCOUNTS

6.1	Establishment of Accounts

The Committee shall establish and maintain the following Accounts for each Participant to the extent applicable:

(a)

An After-Tax Contribution Account for each Participant who makes After-Tax Contributions;

(b)

A Pre-Tax Contribution Account for each Participant who makes Pre-Tax Contributions;

(c)

A Catch-Up Contribution Account for each Participant who makes Catch-Up Contributions;

(d)

A Matching Contribution Account for each Participant for whom Matching Contributions are made;

(e)

A Supplemental Contribution Account for each Participant for whom Supplemental Contributions are made;

(f)

A Rollover Contribution Account for each Participant who makes Rollover Contributions;

(g)

A Roth Elective Deferral Account for each Participant who made “designated Roth contributions,” as defined in Code Section 402A under the terms of a Prior Plan; and

(h)

Such other Accounts as may be necessary to record any additional types of contributions made for a Participant in accordance with the applicable Appendix.

6.2	Accounts In Investment Funds

A Participant’s Accounts shall be invested in the applicable Investment Funds in accordance with the provisions of Article VII.

6.3	How Accounts are Valued

(a)

The value of a Participant’s Accounts shall be determined as of the close of each Valuation Date.

(b)

The value of a Participant’s Account as of any Valuation Date shall first be decreased by any withdrawals, loans or distributions from the Account made on such Valuation Date and then increased or decreased by the Account’s pro rata share of income, expense, gains for such Valuation Date.

L3 Technologies Master Savings Plan

ARTICLE VII - INVESTMENT OF CONTRIBUTIONS;

TRANSFERS BETWEEN FUNDS

7.1	Participant Directed Investments

(a)

A Participant shall have the right to direct the investment of Employee Contribution to be made on his or her behalf in one or more of the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Committee. An investment election with respect to Employee Contributions will be effective for all Employee Contributions made after the date of the election and will remain in effect until the Participant files a new investment election. A Participant may, at any time, elect to transfer part or all of the value of his or her Employee Contribution Account balance among the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee).

(b)

With respect to Employer Contributions that are made in L3 Stock pursuant to Section 4.9, a Participant shall have the right to transfer part or all of the his or her Employer Contribution Account balance attributable to such Employee Contributions in one or more of the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee). An investment election with respect to Employer Contributions will be effective for the Employer Contributions credited to the Participant’s Employer Contributions Account on the date the election is made. Employer Contributions that are made in L3 Stock after the date of the election will remain invested in the L3 Stock Fund until the Participant makes an election to transfer such Employer Contributions out of the L3 Stock Fund.

(c)

With respect to Employer Contributions that are not made in L3 Stock pursuant to Section 4.9, a Participant shall have the right to direct the investment of such Employer Contributions in one or more of the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Committee. An investment election with respect to Employer Contributions will be effective for all of such Employer Contributions made after the date of the election and will remain in effect until the Participant files a new investment election. A Participant may, at any time, elect to transfer part or all of the value of his or her Employer Contribution Account balance among the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee).

L3 Technologies Master Savings Plan

(d)

A Participant shall have the right to direct the investment of his or her Rollover Contributions in one or more of the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Committee. A separate election must be made for each Rollover Contribution. A Participant may, at any time, elect to transfer part or all of the value of his or her Rollover Contributions Account balance among the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee).

(e)

Investment elections shall be made electronically with the Recordkeeper in accordance with the procedures established by the Committee and Recordkeeper, and shall be effective as soon as administratively feasible after receipt by the Recordkeeper; provided, however, that the initial investment election for a Rollover Contribution shall be made in writing.

7.2	Discontinued Funds

In the event any existing Investment Fund is discontinued (the “Discontinued Fund”), the Committee shall provide each Participant with notice of such discontinuance. The Committee shall also provide each Participant whose Accounts are invested in the Discontinued Fund with an election period of at least 30 days in which to elect to transfer the value of his Accounts invested in the Discontinued Fund to any other Investment Funds. In the event any such Participant fails to file a timely election with respect to such transfer, the Committee shall direct the Trustee to transfer the value of such Participant’s Accounts invested in the Discontinued Fund to a fixed‑income Fund whose principal is not subject to decrease in value.

7.3	Limitation or Suspension of Transaction and Limitation of Daily Securities Trading

Except with respect to transfers into the L3 Stock Fund and notwithstanding any other provision of this Article VII, the Company shall, in its sole discretion, limit or suspend any or all Investment Fund transfers, withdrawals, distributions and loans, including subsequent Investment Fund transfers, withdrawals, distributions and loans elected prior to the determination of such limitation or suspension, in the event the Company determines, in its sole discretion, that such action is in the best interest of the Plan or the Participants. The Trustee, or the Investment Manager for a specific Investment Fund, may, in its sole discretion, limit the daily volume of its purchases or sales of securities for the Trust, other than purchases of L3 Stock.

L3 Technologies Master Savings Plan

ARTICLE VIII - VESTING

8.1	Full Vesting in Employee Contribution Account

A Participant shall always be 100 percent vested in his or her Employee Contribution Account.

8.2	Vesting in Employer Contribution Account

A Participant shall become vested in his or her Employer Contribution Account in accordance with the applicable Appendix, provided, however, that the Participant shall become 100 percent vested in such Accounts on the earlier of (1) his or her Normal Retirement Date, if the Participant is actively employed by the Employer (or an Affiliate) on that date, or (2) the date he or she terminates employment with the Employer (or an Affiliate) due to death or Total Disability.

For Participants employed by an Employer listed on Schedule B:

(a)

vesting in the portion of the Employer Contribution Account attributable to Employer Contributions made before January 1, 2011 shall be determined in accordance with the Appendix for that Employer that was in effect as of December 31, 2010;

(b)

except as provided on Schedule B, vesting in the portion of the Matching Contribution Account attributable to Matching Contributions made on or after January 1, 2011 shall be determined in accordance with the following vesting schedule subject to the provisos set forth in the first paragraph of this Section 8.2:

Completed Period of Service	Vested Percentage
less than 1 year	0%
1	25%
2	50%
3 years or more	100%

(c)

except as provided on Schedule B, vesting in the portion of the Supplemental Contribution Account attributable to Supplemental Contributions made on or after January 1, 2011 shall be determined in accordance with the Appendix for that Employer that was in effect as of December 31, 2010.

L3 Technologies Master Savings Plan

8.3	Forfeitures

(a)

A Participant who incurs a Termination of Employment shall forfeit the nonvested portion of his or her Employer Contribution Account upon the earlier of the date the Participant receives a distribution of his or her vested Account balance or the date the Participant incurs a five-year Period of Severance. Forfeitures shall be applied to reduce contributions that the Employer is required to pay into the Plan and to pay Plan expenses.

(b)

If a Participant incurs a forfeiture under subsection (a) and subsequently resumes employment with the Employer or an Affiliate before incurring a five-year Period of Severance, the forfeited amount shall be restored if the Participant repays to the Trust an amount equal to his or her earlier distribution from those Accounts. Such a repayment must be made before the date that is 30 days after the fifth anniversary of the Participant’s re-employment date.

L3 Technologies Master Savings Plan

ARTICLE IX - WITHDRAWALS PRIOR TO TERMINATION OF SERVICE; LOANS

9.1	Withdrawals

A Participant may make a withdrawal from his or her Accounts by providing notice to the Recordkeeper, in accordance with the provisions of this Article IX and the procedures established by the Committee and the Recordkeeper.

9.2	Withdrawal of After-Tax Contributions

A Participant may elect to withdraw part or all of the amount credited to his or her After-Tax Contribution Account at any time.

9.3	Withdrawal of Rollover Contribution Account

A Participant who has withdrawn the maximum amount permitted under Section 9.2 may elect to withdraw part or all of the amount credited to his or her Rollover Contribution Account at any time.

9.4	Withdrawal of Vested Matching Contribution Account

A Participant who has attained age 55, and has withdrawn the maximum amount permitted under Sections 9.2 and 9.3 may withdraw all or a part of the amount credited to his or her vested Matching Contribution Account and Supplemental Contribution Account.

9.5	Withdrawal of Pre-Tax Contributions

(a)

A Participant who has attained age 59½ and has withdrawn the maximum amount permitted under Sections 9.2, 9.3, and 9.4 may withdraw part or all of the amount credited to his or her Pre-Tax Contribution Account.

(b)

A Participant who has not attained age 59½ may withdraw part or all of the amount credited to his or her Pre-Tax Contribution Account only as provided in Section 9.6.

9.6	Hardship Withdrawals

(a)

A Participant who has not attained age 59½ may take a hardship withdrawal of part or all of the amount credited to his or her Pre-Tax Contribution Account and Catch-Up Contribution Account (but not the earnings on Pre-Tax Contributions or Catch-Up Contributions made after December 31, 1988), but only to the extent required to relieve such financial hardship. No such withdrawal shall be permitted unless the Participant has previously or concurrently withdrawn all amounts available under Sections 9.2 through 9.4 and taken any loans available under Section 9.10. For purposes of this Section, a withdrawal is on account of “hardship” only if the distribution is made on account of an immediate and heavy financial need of the Participant, and such distribution is necessary to satisfy such financial need (including the payment of federal, state and local income taxes and penalties resulting from the hardship withdrawal). A withdrawal will be deemed to be made on account of an immediate and heavy financial need if the withdrawal is on account of:

L3 Technologies Master Savings Plan

(1)

unreimbursed expenses for medical care, as defined in Section 213(d) of the Code, incurred by the Participant, his or her spouse, children or dependents;

(2)

purchase (excluding mortgage payments) of the principal residence of the Participant;

(3)

payment of tuition, related educational fees and room and board expenses for the next 12 months of post secondary education for the Participant, his or her spouse, children or dependents;

(4)

the need to prevent the eviction of the Participant from his or her principal residence or foreclosure of the mortgage on the Participant’s principal residence;

(5)

funeral or burial expenses for the Participant’s deceased parent, spouse, children or dependents;

(6)

expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether such loss exceeds 10 percent of adjusted gross income); or

(7)

such other events permitted under Section 401(k) of the Code.

(b)

A withdrawal will not be treated as necessary to satisfy an immediate and heavy financial need of a Participant to the extent that the amount of the withdrawal is in excess of the amount required to relieve the financial need or to the extent such need may be satisfied from other resources reasonably available to the Participant, as shall be determined by the Committee in a uniform and non‑discriminatory manner on the basis of all the relevant facts and circumstances. A distribution will be deemed necessary to satisfy an immediate and heavy financial need of the Participant if the Committee relies on the Participant’s written representation that the need cannot be relieved:

(1)

through reimbursement or compensation by insurance or otherwise;

(2)

by reasonable liquidation of the Participant’s assets (or those of his or her spouse or minor children) to the extent such liquidation does not create a financial hardship;

L3 Technologies Master Savings Plan

(3)

by the Participant’s cessation of elective and voluntary contributions under the Plan;

(4)

by the Participant making other withdrawals (including electing distribution of dividends from the ESOP under Section 15.2) or nontaxable loans from all plans in which he or she participates; or

(5)

by borrowing from commercial sources on reasonable commercial terms.

(c)

A Participant may not make any Pre-Tax Contributions, Catch-Up Contributions or After-Tax Contributions for the six-month period following receipt of the hardship distribution.

9.7	Withdrawal of Catch-Up Contributions

A Participant who has attained age 59½ and has withdrawn the maximum amount permitted under Sections 9.2, 9.3, 9.4 and 9.5 may withdraw part or all of the amount credited to his or her Catch-Up Contribution Account.

9.8	Withdrawal Pro-Rata from Investment Funds

The amount withdrawn by a Participant under this Article shall be charged on a pro rata basis against the Investment Funds in which the Accounts from which the withdrawal is made are invested.

9.9	Timing of Withdrawal Payments

(a)

In the case of a withdrawal under Sections 9.2 through 9.5 or Section 9.7, the amount withdrawn will be paid to the Participant in a lump sum in cash as soon as practicable following the date of the withdrawal request.

(b)

In the case of a hardship withdrawal under Section 9.6 the amount withdrawn will be paid to the Participant in a lump sum in cash as soon as practicable following approval of the withdrawal.

(c)

No withdrawal of any type is available to Beneficiaries, Alternate Payees (as defined in Plan Section 14.4), or Former Participants.

9.10

Loans

A Participant may take a loan from his or her Accounts by making an application with the Recordkeeper in accordance with procedures established by the Committee and the Recordkeeper.

(a)

The maximum amount of any such loan shall be the lesser of (1) $50,000 reduced by the highest outstanding balance of any loan from the Plan during the one-year period ending on the day before the date on which such loan is made, or (2) 50% of the value of the Participant’s vested Account balance under the Plan.

L3 Technologies Master Savings Plan

(b)

The minimum amount of any such loan shall be $1,000. A Participant may have one loan outstanding at any time, provided, however, a Participant may more than one loan outstanding if the Participant is covered by a collective bargaining agreement that so provides or the Participant was a participated in a plan of a predecessor employer which plan transferred more than one loan on behalf of the Participant to this Plan.

(c)

A loan will be made from the Participant’s Accounts in the order determined by administrative procedures and from the Investment Funds in which such Accounts are invested on a pro-rata basis. Immediately upon the loan being made, the Participant’s Account balance shall be reduced to reflect the outstanding loan balance. All repayments of principal and interest on the Participant’s note shall be invested in the Investment Funds in accordance with the Participant’s investment election which is in effect at the time of the repayment. If no election is in effect, or made, the repayments of principal and interest shall be invested in a fund that has as its objective the preservation of capital, as determined by the Committee.

(d)

The note for any loan under subsection (a) shall bear interest at a reasonable rate as shall be determined by the Committee; provided, however, that such rate shall not exceed the maximum rate permitted by law. Principal and interest under any such loan shall be repaid by any Participant who is an active Employee through payroll deductions; provided, however, that the Participant may prepay the entire unpaid principal and accrued interest on any loan at any time. The term of such note shall not be for a period longer than five years; provided, however, that, if the proceeds of such loan are used to acquire the Participant’s principal residence, the term of such note shall not be for a period longer than 30 years. Loan repayments while a Participant is on “qualified military service,” as defined in Code Section 414(u)(5), will be suspended in accordance with Code Section 414(u).

(e)

Any loan to a Participant shall be secured by such Participant’s vested interest in his or her Accounts hereunder. As a condition of any such loan, the Participant shall consent to such security interest.

(f)

A Participant who terminates employment may continue to repay any outstanding loan in accordance with procedures established by the Recordkeeper.

(g)

Each Participant to whom a loan is made shall receive a statement of any administrative charges involved in such loan. This statement shall include the dollar amount and annual interest rate of the finance charge. Such administrative charges may be changed within the sole discretion of the Committee, without formal Plan amendment. Such charges will be deducted from the borrower’s Account balance.

(h)

Loans shall not be available to Beneficiaries, Alternate Payees (as defined in Section 14.4), or Former Participants (except as required by Department of Labor regulations).

L3 Technologies Master Savings Plan

ARTICLE X - DISTRIBUTIONS

10.1	Payment Upon Termination of Employment

(a)

A Participant may elect to receive his or her vested account balance in either (1) a lump sum, or (2) monthly, quarterly or annual installments over a period that is at least five years and not more than 20 years, or (3) a combination of the above.

(b)

If a Participant dies before benefit payments have begun, the Participant’s vested account balance shall be payable to the Participant’s Beneficiary in a lump sum. If the Participant dies after installment payments have begun, the Participant’s Beneficiary shall continue to receive the installment payments over the remaining period of time elected by the Participant, provided, however, that the Beneficiary may elect to receive the remaining vested Account balance in a lump sum.

10.2

Cash-Out

Notwithstanding any other provision of this Plan to the contrary, if the Participant’s vested Account balance does not exceed $1,000, the vested Account balance shall be paid to the Participant in a lump sum as soon as practicable following the Participant’s Termination of Employment, or to the Participant’s Beneficiary following the Participant’s death.

10.3	Application for Benefits

Except as provided in Section 10.2, no benefits shall be paid to a Participant until an application therefor shall be made to the Committee. Each application for benefits shall be made with the Recordkeeper in accordance with procedures established by the Committee and the Recordkeeper.

10.4	General Rules

Notwithstanding any other provision of the Plan to the contrary:

(a)

Subject to making an application in accordance with Section 10.3, the payment of benefits to a Participant or Beneficiary (in the event of the Participant’s death) shall be made not later than the 60th day after the later of (1) the close of the Plan Year in which the Participant’s Termination of Employment occurs, (2) the close of the Plan Year in which the Participant’s 65th birthday occurs, or (3) the 10th anniversary of the year in which the Participant began participation in the Plan.

(b)

Payment of benefits to a Participant shall commence no later than April 1 following (1) the year in which the Participant attains age 70½ or, (2) in the case of a Participant who is not a 5% owner of the Company (or Affiliate), the year in which the Participant retires, in the minimum amount required under Section 401(a)(9) of the Code.

L3 Technologies Master Savings Plan

(c)

If the Participant dies before payment of his or her benefits commence, the Participant’s entire interest in his or her Accounts shall be paid within five years of the Participant’s death to the Participant’s Beneficiary.

(d)

Section 10.4(b) and (c) and those provisions of Appendix A that require the Plan to make “required minimum distributions” to participants who have attained age 70-1/2 shall not apply for calendar year 2009. However, the “required beginning date” with respect to any individual shall be determined without regard to this sub-section (d) for purposes of applying Section 10.4(b) and (c) and Appendix A for calendar years after 2009. The five-year period described in Section 10.4(c) and Appendix A, Section 4(b), shall be determined without regard to 2009. This sub-section (d) shall not apply to any required minimum distribution for 2008 that is permitted to be made in 2009 by reason of an individual’s required beginning date being April 1, 2009, but it shall apply to any required minimum distribution for 2009 that is permitted to be made in 2010 by reason of an individual’s required beginning date being April 1, 2010.

10.5	Consent for Early Distributions

Payment of benefits to a Participant whose vested Account balance exceeds $1,000 shall not be made prior to the Participant’s Normal Retirement Date without the written consent of the Participant.

10.6	Direct Rollover

Notwithstanding any provision of the Plan to the contrary, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee. As used in this Section, the following terms shall have the meanings set forth below:

(a)

“ Distributee ” means a person who is (1) an Employee or former Employee, (2) the surviving spouse of an Employee or former Employee, or (3) the spouse or former spouse of an Employee or former Employee who is the “alternate payee” under a “qualified domestic relations order”, as those terms are defined in Section 414(p) of the Code. A “Distributee” also includes the Employee’s non-spouse designated Beneficiary under Section 1.5 of the Plan. In the case of a non-spouse Beneficiary, the direct rollover may be made only to an individual retirement account or annuity described in Section 408(a) or Section 408(b) of the Code (“IRA”) that is established on behalf of the designated Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Section 402(c)(11) of the Code.

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(b)

“ Eligible Retirement Plan ” means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the Distributee’s Eligible Rollover Distribution. An eligible retirement plan shall also mean an annuity contract described in section 403(b) of the Code and an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. An “Eligible Retirement Plan” shall also include a Roth IRA described in Section 408A of the Code.

(c)

“ Eligible Rollover Distribution ” means any distribution (or withdrawal) of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments made (not less frequently than annually) for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or more, any distribution to the extent such distribution is required under Section 401(a)(9) of the Code, the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities), or a hardship withdrawal under Section 9.6, or any other distribution that is reasonably expected to total less than $200 during the year. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of After-Tax Contributions provided, however, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not includible in gross income.

10.7	Distributions in Cash or Stock

Distributions to a Participant or Beneficiary in the form of a lump sum or installments shall be in cash, provided that, to the extent that distribution is from the Participant’s or Beneficiary’s ESOP Account invested in the L3 Stock Fund, the portion invested in such Investment Fund shall be distributed in the form of cash or full shares of L3 Stock, at the election of the Participant, with fractional shares paid in cash.

10.8	Qualified Joint and Survivor Annuity

(a)

If an applicable Appendix provides for, and the Participant elects, an annuity form of payment, the Participant’s vested Account balance shall be used to purchase a Qualified Joint and Survivor Annuity for the Participant. With respect to a Participant who is married on the Annuity Starting Date, a Qualified Joint and Survivor Annuity is an annuity for the life of the Participant and, after the Participant’s death, an annuity for the life of the Participant’s spouse, in a monthly amount that is 50 percent of the monthly amount paid to the Participant before his or her death. With respect to a Participant who is not married on the Annuity Starting Date, a Qualified Joint and Survivor Annuity is an annuity for the life of the Participant.

L3 Technologies Master Savings Plan

(b)

A Participant may waive the Qualified Joint and Survivor Annuity form of payment and elect an alternative form of payment provided under the Plan, including without limitation an annuity for the life of the Participant and, after the Participant’s death, an annuity for the life of the Participant’s spouse in a monthly amount that is 75 percent of the monthly amount paid to the Participant before his or her death. Any election to waive the Qualified Joint and Survivor Annuity must be made by the Participant in writing during the election period and be consented to by the Participant’s spouse. Such spouse’s consent must acknowledge the effect of such election and be witnessed by a notary public. Such consent shall not be required if it is established to the satisfaction of the Committee that the required consent cannot be obtained because there is no spouse, the spouse cannot be located, or other circumstances that may be prescribed by Treasury Regulations.

(c)

The election made by the Participant and consented to by the Participant’s spouse may be revoked by the Participant in writing without the consent of the spouse at any time during the election period. Any new election must comply with the requirements of subsection (b). A former spouse’s waiver shall not be binding on a new spouse.

(d)

The election period to waive the Qualified Joint and Survivor Annuity shall be the 90-day period ending on the Annuity Starting Date. The Annuity Starting Date means the first day of the first period for which an amount is received as an annuity.

(e)

Within a reasonable period of time before the Annuity Starting Date (and consistent with Treasury Regulations), the Participant shall be provided with a written explanation of the terms and conditions of the Qualified Joint and Survivor Annuity, the Participant’s right to make an election to waive the Qualified Joint and Survivor Annuity, the right of the Participant’s spouse to consent to any election to waive the Qualified Joint and Survivor Annuity, and the right of the Participant to revoke such election and the effect of such revocation.

10.9	Qualified Preretirement Survivor Annuity

(a)

If an applicable Appendix provides for, and the Participant elects, an annuity form of payment and the Participant dies before the Annuity Starting Date, the Participant’s vested Account balance shall be used to purchase a Qualified Preretirement Survivor Annuity for the Participant’s spouse. A Qualified Preretirement Survivor Annuity is an annuity for the life of the Participant’s spouse.

L3 Technologies Master Savings Plan

(b)

A Participant may waive the Qualified Preretirement Survivor Annuity form of payment. Any election to waive the Qualified Preretirement Survivor Annuity must be consented to by the Participant’s spouse in the same manner provided for in Section 10.8(b) and (c). A Participant may revoke a waiver at any time before the payment of benefits commences without the consent of the spouse, provided that a new waiver shall require a new spousal consent.

(c)

If the Participant dies and the Qualified Preretirement Survivor Annuity has not been waived, the surviving spouse may, prior to the time that annuity payments begin, waive the Qualified Preretirement Survivor Annuity form of benefit and elect an alternative form of payment provided under the applicable Appendix.

L3 Technologies Master Savings Plan

ARTICLE XI - SPECIAL TOP-HEAVY PROVISIONS

11.1	Top-Heavy Rules

In the event the Plan is or becomes Top-Heavy (as defined in Section 11.2 hereof) in any Plan Year, the provisions of this Article shall apply and shall supersede any conflicting provisions in the Plan for such Plan Year.

11.2	Definitions

As used in this Article, the following terms shall have the meanings set forth below:

(a)

“Determination Date” means with respect to any Plan Year the last day of the preceding Plan Year, and for the first Plan Year, the first day of such Plan Year.

(b)

“ Key Employee ” means an Employee or former Employee (including a deceased employee) of the Company or an Affiliate who, at any time during the Plan Year that includes the Determination Date was an officer having greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5-percent owner of the Company or an Affiliate, or a 1-percent owner of the Company or an Affiliate. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(c)

“ Non‑Key Employee ” means any employee who is not a Key Employee and includes an employee who is a former Key Employee.

(d)

This Plan shall be “ Top-Heavy ” for any Plan Year if the provisions of any of the following apply:

(1)

the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not part of any Required Aggregation Group of Plans or Permissive Aggregation Group of Plans;

(2)

the Plan is a part of a Required Aggregation Group of Plans (but is not part of a Permissive Aggregation Group of Plans) and the Top-Heavy Ratio for the Required Aggregation Group of Plans exceeds 60%; or

(3)

the Plan is a part of a Required Aggregation Group of Plans and part of a Permissive Aggregation Group of Plans and the Top-Heavy Ratio for the Permissive Aggregation Group of Plans exceeds 60%.

L3 Technologies Master Savings Plan

(e)

“ Top-Heavy Ratio ” means a fraction: (1) the numerator of which is the sum of the amount credited to accounts under the Plan and any other defined contribution plan maintained by the Company or an Affiliate which is required or permitted to be taken into account for all Key Employees and the Present Value of accrued benefits under any defined benefit plan maintained by the Company or Affiliate which is required or permitted to be taken into account for all Key Employees, and (2) the denominator of which is the sum of the amount credited to the accounts under such defined contribution plans for all Participants and the Present Value of accrued benefits under such defined benefit plans for all Participants. In determining the Top-Heavy Ratio, a Participant’s accrued benefit in a defined benefit plan must be determined using the method uniformly used for accrual purposes for all plans of the Company and Affiliate. If there is no such uniform method, the accrued benefit is to be determined as if it accrued not more rapidly than under the slowest rate of accrual permitted under Code Section 411(b)(1)(C).

For purposes of this definition: (A) the amount credited to accounts and the Present Value of accrued benefits shall be determined as of the last day of the most recent Plan Year that falls within or ends with the 12-month period ending on the Determination Date; (B) the amount credited to the accounts and accrued benefits of a Participant who is a Non-Key Employee but who was a Key Employee in a prior year will be disregarded; (C) the amount credited to the accounts and accrued benefits of any individual who has not performed services for the Employer or an Affiliate for the one-year period ending on the Determination Date shall not be taken into account; and (D) the present value of accrued benefits and the account balances of an employee as of the Determination Date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under section 416(g)(2) of the Code during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(f)

“ Required Aggregation Group of Plans ” means (1) each qualified plan of the Company or an Affiliate (including a terminated plan) in which at least one Key Employee participates, and (2) any other qualified plan of the Company or an Affiliate which enables a plan described in (1) to meet the requirements of Section 401(a)(4) or 410 of the Code.

(g)

“ Permissive Aggregation Group of Plans ” means the Required Aggregation Group of Plans plus any other plan or plans of the Company or an Affiliate which, when considered as a group with the Required Aggregation Group of Plans, would continue to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

(h)

“ Present Value ” of accrued benefits under any defined benefit plan maintained by the Company or an Affiliate shall mean an actuarial equivalent lump sum amount based on the Pension Benefit Guaranty Corporation factors and assumptions.

L3 Technologies Master Savings Plan

11.3	Minimum Contribution

(a)

Except as otherwise provided in subsection (b), for any Plan Year in which the Plan is Top-Heavy, the Employer contributions (and forfeitures) allocated on behalf of any Participant who is a Non-Key Employee (exclusive of any Pre-Tax Contributions on his behalf) shall not be less than 3% of such Participant’s Section 415 earnings (as defined in Section 5.5(d) hereof) for such Plan Year. However, should the sum of the Employer’s contributions, including Pre-Tax Contributions, and forfeitures allocated to the Account of each Key Employee for such Top-Heavy Plan Year be less than 3% of each Key Employee’s Compensation, the sum of the Employer’s contributions and forfeitures allocated to the Account of each Non-Key Employee shall be equal to the largest percentage allocated to the Account of each Key Employee. The percentage allocated to the Account of any Key Employee shall be equal to the ratio of the sum of the Employer’s contribution and forfeitures allocated on behalf of such Key Employee divided by the Compensation for such Key Employees. The minimum allocation provided for in this Section shall be determined without regard to any contribution to or benefit payable under the Social Security law and shall apply even though under other Plan provisions the Participant would not otherwise be entitled to receive an allocation or would have received a lesser allocation for the applicable Plan Year for any reason. Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) and this Section. Matching Contributions that are used to satisfy the minimum contributions requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.

(b)

The minimum allocation provided in subsection (a) shall not apply to any Participant who was not an Employee on the last day of the applicable Plan Year or to any Participant to the extent such Participant is covered under any other plan of the Company or an Affiliate which provides for the minimum allocation of Employer contributions and/or accrual of retirement benefits.

11.4	Top-Heavy Vesting Schedule

(a)

Effective as of the first day of the first Plan Year in which this Plan is Top-Heavy (the “Top-Heavy Effective Date”), the nonforfeitable interest of each Participant in the portion of his or her Employer Contribution Account shall be determined as follows, provided, however, that if the Appendix provides a faster vesting schedule, such vesting schedule shall continue to apply:

Completed Years of Vesting Service	Nonforfeitable Interest
2	20%
3	40%
4	60%
5	80%
6 years or more	100%

(b)

Such vesting schedule shall remain in effect for all Plan Years commencing on and after the Top-Heavy Effective Date even though the Plan may not be Top-Heavy for any such Plan Year. Notwithstanding the foregoing provisions of this Section, this Section shall not apply to the benefit of any Participant whose Termination of Employment occurred prior to the Top-Heavy Effective Date.

L3 Technologies Master Savings Plan

ARTICLE XII - FUNDING OF THE SAVINGS PLAN; TRUST FUND

12.1	Trust Agreement

The Company has entered into the Trust Agreement with the Trustee to provide for the establishment of a Trust Fund to fund the benefits of the Plan.

12.2	Income on Funds

(a)

The Trust Fund shall consist of the Investment Funds.

(b)

Except as provided in Section 15.2, all dividends and other income, as well as any cash received from the sale or exchange of securities, produced by each Investment Fund shall be reinvested in each such Investment Fund.

12.3	Exclusive Benefit of Trust Fund

The principal and income of the Trust Fund shall be used for the exclusive purposes of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan.

12.4	Mistake of Fact

If a contribution is made to the Plan by the Employer by reason of a mistake of fact, the Employer shall be entitled to receive a return of such contribution, without any gains and net of any losses attributable thereto within one year after making such contribution.

12.5	Contributions Disallowed by Code

All contributions by the Employer to the Plan are conditioned upon the deductibility of such contributions under Section 404 of the Code for the taxable year for which made, and the Employer shall be entitled to receive a return of any contribution, without any gains and net of any losses attributable thereto, to the extent its deduction is disallowed, within one year after such disallowance.

L3 Technologies Master Savings Plan

ARTICLE XIII - AMENDMENT AND TERMINATION

13.1	Plan Amendments

The Company, by action of the Board of Directors, may at any time modify or amend the Plan, in whole or in part, provided, however, that no such amendment shall make it possible for any of the assets of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries, or cause a cut-back in Participants’ benefits under the Plan within the meaning of Section 411(d)(6) of the Code. Any such amendment shall be by an instrument in writing approved by the Board of Directors and executed by an officer who is authorized by the Company to sign amendments to the Plan. To the extent permitted by resolution of the Board of Directors, any delegate of the Board may amend this Plan in whole or in part at any time or from time to time. Any such amendment shall be by an instrument in writing.

13.2	Plan Termination; Discontinuance of Contributions

Although the Company intends to continue the Plan indefinitely, it may, by action of the Board of Directors, discontinue contributions under the Plan or terminate the Plan in part or in its entirety. Any action to terminate the Plan shall be by an instrument in writing executed by the Board of Directors.

13.3	Vesting on Plan Termination

As of the effective date of any termination or partial termination of, or complete discontinuance of contributions to, the Plan, all affected Participants shall become fully vested in their Accounts.

13.4	Distributions on Plan Termination

Upon termination of the Plan, all assets remaining in the Trust Fund, after payment of any expenses properly chargeable against the Trust Fund, shall be distributed to the applicable Participants or their Beneficiaries in accordance with the value of such Participants’ Accounts and in accordance with the provisions of the Plan; provided, however, that any amount allocated to a suspense account maintained pursuant to Section 415 of the Code shall be returned to the Company.

L3 Technologies Master Savings Plan

ARTICLE XIV - GENERAL PROVISIONS

14.1	No Contract of Employment

Nothing contained in the Plan shall be construed as a contract of employment between the Employer or the Company and any Employee, and the Plan shall not afford an Employee a right to continued employment with the Employer or the Company.

14.2	Payments Solely from Trust Fund

All benefits payable under the Plan shall be paid or provided for solely from the Trust Fund, and neither the Company nor any Employer assumes any liability or responsibility for any Plan payment.

14.3	Incompetency

If the Committee determines that any person to whom a payment is due under the Plan is a minor or is incompetent by reason of physical or mental disability, the Committee shall have the power to cause the payments becoming due to such person to be made to another person or entity, for the benefit of the minor or incompetent, without responsibility of the Company, the Employer, the Committee or the Trustee to see to the application of such payment. Payments made pursuant to such power shall operate as a complete discharge of the Company, the Employer, the Committee, the Trustee and the Trust Fund.

14.4	Alienation and QDROs

(a)

Except as provided below, the interest herein, whether vested or not, of any Participant, Former Participant or Beneficiary, shall not be subject to alienation, assignment, pledge, encumbrance, attachment, garnishment, including, but not limited to, execution, sequestration, or other legal or equitable process, or transferability by operation of law in the event of bankruptcy, insolvency or otherwise.

(b)

The provisions of this Section shall not prevent the creation, assignment or recognition of any individual’s right to a benefit payable with respect to a Participant pursuant to a Qualified Domestic Relations Order (“QDRO”). A QDRO shall mean any judgment, decree or order which meets the basic requirements of Code Section 414(p) and meets the QDRO requirements set out in the Plan procedures, concerning domestic relations orders, as determined by the final, discretionary authority of the Committee.

L3 Technologies Master Savings Plan

(c)

The Committee shall establish reasonable procedures to determine whether a domestic relations order is a QDRO and to administer distributions under a QDRO. If any domestic relations order is received by the Plan, the Committee shall promptly notify the Participant and any Alternate Payee that the order has been received and of the Plan’s procedures for determining whether the order is a QDRO and notify the Participant and each Alternate Payee (or their representatives) of the Committee’s determination. “Alternate Payee” shall mean any spouse, former spouse, child or other dependent of a Participant recognized by a proper domestic relations order as having a right to receive all, or a portion of, a Participant’s benefits under the Plan, as prescribed under Code Section 414(p).

14.5	Notice to the Committee

If any provision in the Plan describes an Employee or Beneficiary’s election, application, or notice to the Committee, then any such action shall only be effective if it is properly made under Plan procedures. Any election, application or notice required to be made shall be deemed to have been made or given on the date received by the Committee or its Recordkeeper.

14.6	Mergers and Transfers

The Board of Directors shall have the power to fully or partially merge the Plan with any other tax-qualified plan or transfer assets to, or accept assets from, any other tax-qualified plan. In the event of any merger or consolidation of the Plan with, or a transfer of the assets and liabilities of the Plan to, any other plan, each Participant shall receive a benefit under such other plan (if such other plan were terminated immediately after such merger, consolidation or transfer) which is equal to or greater than the benefit the Participant would have been entitled to receive under the Plan (if the Plan had been terminated immediately prior to such merger, consolidation or transfer).

14.7	Fiduciaries

Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan hereunder.

14.8	Plans Shall Comply with Law; Choice of Law

It is intended that the Plan hereunder conform to and meet the applicable requirements of ERISA and the Code. Except to the extent preempted by ERISA, the validity of the Plan hereunder or of any of the provisions thereof shall be determined under, and they shall be construed and administered according to, the laws of the State of New York, (including its statute of limitations and all substantive and procedural law, and without regard to its conflict of laws provisions). The illegality of any particular provision of the Plan shall not affect the other provisions thereof, but the Plan shall be construed in all respects as if such invalid provision were omitted.

14.9	ERISA 404(c)

The Plan is intended to comply with ERISA Section 404(c). Participants are solely responsible for their own investment choices.

L3 Technologies Master Savings Plan

14.10

Gender

The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly required by the context.

14.11

Deemed Distributions of Unvested Amounts

In the event of a Participant’s Termination of Employment before he or she has any vested interest in his or her Employer Contribution Account, if any, the Participant shall be deemed to have received a distribution of his or her balance as of the Termination of Employment date, in the amount of the unvested portion of his or her Employer Contribution Account. The amount of this deemed distribution shall be zero. Following this deemed distribution, the Participant shall have no remaining benefit under the Plan attributable to his or her Employer Contribution Account.

14.12

Headings

Section headings are provided only for the convenience of the reader. Section headings shall not be considered in interpreting this document.

14.13

Missing Payees

A Participant (or, if deceased, his or her Beneficiary if entitled to Benefits under the Plan) is obligated to keep the Plan Administrator informed as to his or her current address at all times. In the event that a Participant or Beneficiary or other recipient of Benefits cannot be located with reasonable efforts by the end of the second calendar year following the date when Benefits are first payable under the Plan, an amount equal to the Benefit payable may be forfeited. If the Participant or Beneficiary or other recipient of Benefits subsequently makes a claim for these forfeited Benefits, at any time, then the amount forfeited will be reinstated, without interest, and paid as soon as practicable.

14.14

Changes in Vesting Schedule

If the vesting schedule is amended in any way that directly or indirectly affects the computation of the Participant’s nonforfeitable percentage such that contributions made subsequent to the amendment will vest more slowly as a result of the amendment, or if the Plan is deemed to be amended by an automatic change to or from a Top-Heavy vesting schedule, each Participant with at least three years of Service with the Employer may elect, within a reasonable period after the adoption of the amendment or change, to have the nonforfeitable percentage computed under the applicable Appendix without regard to such amendment or change. The period during which the election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the latest of:

(a)

60 days after the amendment is adopted;

(b)

60 days after the amendment becomes effective; or

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(c)

60 days after the Participant is issued written notice of the amendment by the Employer or Plan Administrator.

If a vesting schedule is amended, or if the Plan is determined to be Top-Heavy, then the Participants with (1) at least one Hour of Service during the Plan Year for which the change is made and (2) three years of Service with an Employer may elect within a reasonable period, as provided by Code Section 411(a)(10), either the new or former vesting schedule.

14.15

Tax Withholding

The Committee hereby specifically delegates to the Trustee the responsibility to be liable for income tax withholding, and to withhold the appropriate amount from any payment made from the Trust to any payee under the provisions of applicable law and regulation.

14.16

Common Trust Funds

The Plan adopts and includes the provisions of any group or common trust fund in which the Trust participates, but only as long as such group or common trust fund remains qualified under Section 401(a), and exempt from taxation under Section 501(a), of the Code in accordance with Revenue Ruling 81-100.

L3 Technologies Master Savings Plan

ARTICLE XV - ESOP PROVISIONS

15.1	ESOP Portion of the Plan.

The ESOP is an employee stock ownership plan within the meaning of Code Section 4975(e)(7). The ESOP is maintained as a portion of the Plan as authorized by Treasury Regulations Section 54.4975-11(a)(5). Each Participant’s After-Tax Contribution Account, Catch-Up Contribution Account, Matching Contribution Account, Pre-Tax Contribution Account, Rollover Contribution Account, Roth Elective Deferral Account and Supplemental Contribution Account that is invested in whole or in part in the L3 Stock Fund will be divided into an ESOP sub-account and a non-ESOP sub-account. The ESOP sub-account will be comprised of that portion of any such Account invested in the L3 Stock Fund and the non-ESOP sub-account will be comprised of that portion of any such Account invested in all other Investment Funds. All of a Participant’s or Beneficiary’s ESOP sub-accounts will together constitute the Participant’s or Beneficiary’s ESOP Account. All such ESOP Accounts together shall constitute the ESOP. Any reference to the ESOP portion of the Plan shall mean the ESOP Accounts established under the Plan. Unless otherwise specifically stated or unless the context requires otherwise, all other Articles of the Plan and the Trust Agreement shall apply to the Plan as a whole including both the ESOP portion of the Plan and the non-ESOP portion of the Plan.

It is specifically intended that the ESOP acquire and hold L3 Stock that is “qualifying employer securities,” as defined in Section 407(d)(5) of ERISA, and “employer securities,” as defined in Section 409(l) of the Code, through the L3 Stock Fund.

15.2	Distribution of Dividends

(a)

Cash dividends on L3 Stock attributable to the interests in the L3 Stock Fund allocated to a Participant’s or Beneficiary’s ESOP Account as of the record date of such dividend shall be paid to the ESOP and held in the L3 Stock Fund unless, in accordance with the Participant’s or Beneficiary’s Dividend Election, they are distributed in cash to the Participant or Beneficiary no later than 90 days after the last day of the Plan Year in which the dividend is paid.

(b)

The Dividend Election shall be made at such time and in such manner as the Company shall prescribe, provided that Participants and Beneficiaries must be given a reasonable opportunity before a dividend is distributed to make the Dividend Election and must have a reasonable opportunity to change the Dividend Election at least annually. If there is a change in Plan terms governing the manner in which dividends on L3 Stock are paid or distributed to Participants and Beneficiaries, a Participant or Beneficiary must be given a reasonable opportunity to make the Dividend Election under the new Plan terms prior to the date on which the first dividend subject to the new Plan terms is paid or distributed. If a Participant fails to make the Dividend Election, dividends on L3 Stock shall be re-invested in the L3 Stock Fund allocated to the Participant’s ESOP Account. The Dividend Election (and the re-investment of dividends as a result of the Participant’s failure to make a Dividend Election) shall become irrevocable ten business days before the date that dividends subject to the election are paid to the Plan.

L3 Technologies Master Savings Plan

(c)

Notwithstanding any other provision of the Plan to the contrary, dividends on L3 Stock, whether paid to the Participant or Beneficiary or re-invested in the L3 Stock Fund, shall be 100 percent vested at all times, regardless of whether the Participant or Beneficiary is vested in the portion of the L3 Stock Fund with respect to which the dividend is paid. Such dividends shall not be treated as Annual Additions under Section 5.5, Pre-Tax Contributions, After-Tax Contributions, Matching Contributions or Supplemental Contributions under the other provisions of the Plan. Dividends distributed to Participants are not subject to the consent requirements of Section 10.5.

(d)

In order to receive a hardship distribution under Section 9.6, a Participant must have elected under any currently available Dividend Election to receive the dividends in cash.

(e)

Dividends distributed pursuant to this Section are not Eligible Rollover Distributions for purposes of Section 10.6 even if distributed at the same time as other amounts that do constitute Eligible Rollover Distributions.

L3 Technologies Master Savings Plan

IN WITNESS WHEREOF, this L3 Technologies Master Savings Plan is hereby amended and restated effective January 1, 2017.

	L3 TECHNOLOGIES, INC.

Date: January 2, 2017	By:	/s/ Kevin L. Weiss
	Title:	Corporate Vice President, Human Resources

L3 Technologies Master Savings Plan

SCHEDULE A

MINIMUM REQUIRED DISTRIBUTIONS

Section 1. General Rules .

(a)

Effective Date . Notwithstanding any other provision of the Plan to the contrary, the provisions of this Appendix will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

(b)

Treasury Regulations Incorporated by Reference . All distributions required under this Appendix will be determined and made in accordance with the Treasury regulations under section 401(a)(9) of the Code.

Section 2. Time and Manner of Distribution .

(a)

Required Beginning Date . The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(b)

Death of Participant Before Distributions Begin . If the Participant dies before distributions begin, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 2(b) will apply as if the surviving spouse were the Participant.

(c)

Forms of Distribution . Unless the Participant’s interest is distributed in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in accordance with Sections 3 and 4 of this Schedule.

Section 3. Required Minimum Distributions During Participant’s Lifetime .

(a)

Amount of Required Minimum Distribution For Each Distribution Calendar Year . During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(1)

the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treas. Reg. §1.401(a)(9)–9, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or

(2)

if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in §1.401(a)(9)–9, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.

A-1

L3 Technologies Master Savings Plan

(b)

Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death . Required minimum distributions will be determined under this Section 3 beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

Section 4. Required Minimum Distributions After Participant’s Death .

(a)

Death On or After Date Distributions Begin .

(1)

Participant Survived by Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:

(A)

The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(B)

If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(C)

If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(2)

No Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

A-2

L3 Technologies Master Savings Plan

(b)

Death Before Distributions Begin . If the Participant dies before distributions begin, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 4(b) will apply as if the surviving spouse were the Participant.

Section 5. Definitions .

(a)

Designated Beneficiary . The individual who is designated as the beneficiary under the Plan and is the Designated Beneficiary under section 401(a)(9) of the Internal Revenue Code and Treas. Reg. §1.401(a)(9)–1, Q&A-4.

(b)

Distribution Calendar Year . A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 2(b). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(c)

Life Expectancy . Life Expectancy as computed by use of the Single Life Table in Treas. Reg. §1.401(a)(9)–9.

(d)

Participant’s Account Balance . The Account Balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (“valuation calendar year”) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account Balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

(e)

Required Beginning Date . April 1 of the calendar year following the later of (1) the calendar year in which the Participant attains age 70 ½ or (2) in the case of a Participant who is not a 5% owner of the Company, the year in which the Participant retires.

A-3

L3 Technologies Master Savings Plan

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
L3 Aviation Products, Inc. - APD Sarasota (Aviation Recorders)	001	Bonus Included	100% of 5%	3 Year Graded	Yes
Communications Systems West	002	Bonus Included	100% of 5%	3 Year Graded	No
Communications Systems East	004	Bonus Included	100% of 5%	3 Year Graded for Match	No	Last supplemental contribution was for plan year ending 12/31/2018	Same goes for the four CSE Unions – ASPEP, IFPTE Local 241, IUE Local 103, IUE Local 110.
Power Paragon	007	Bonus Included	100% of 5%	3 Year Graded	No
Narda-MITEQ	008	Bonus Included	100% of 5%	3 Year Graded	No
Narda West	009	Bonus Included	100% of 5%	3 Year Graded	No
Corporate	011	Bonus Included	100% of 5%	3 Year Graded	Yes	Last supplemental contribution was for plan year ending 12/31/2018
L3 Aviation Products, Inc - APD Alpharetta (Display Systems)	012	Bonus Included	100% of 5%	3 Year Graded	Yes
Telemetry West	016	Bonus Included	100% of 5%	3 Year Graded	Yes
Ocean Systems (Non-Union)	017	Bonus Included	100% of 5%	3 Year Graded	No
Randtron	018	Bonus Included	100% of 5%	3 Year Graded	No

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
Ocean Systems (Union)	020	Base pay -straight-time hourly rate times 40 hours per week. Exclude bonus, OT, Shift Differential	50% of 6%	3 Year Graded	No
Electrodynamics Inc.	026	Bonus Included	100% of 5%	3 Year Graded	No
Space& Navigation (Non-Union)	033	Bonus Included	100% of 5%	3 Year Graded	No
Link (Non-Union)	034	Bonus Included	100% of 5%	3 Year Graded	No
Link SCA	034 SCA	Bonus Included	No match		No
Link Union	034 Union	Bonus Included	Per Chart below		No
Interstate Electronics	037	Bonus Included	100% of 5%	3 Year Graded	Yes
Telemetry East	038	Bonus Included	100% of 5%	3 Year Graded	No		Sam goes for TE Union ~ IUE-CWA Local 1
Space & Navigation (Union)	040	Bonus Included	100% of 5%	3 Year Graded	No
SPD Electrical Systems & Switchgear (Non-Union)	045/046/047	Bonus Included	100% of 5%	3 Year Graded	No

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
SPD Electrical Systems & Switchgear (Union)	045/046/047	Bonus Included	100% of 5%	5 Year Graded (20% per year of service) for Match and 3 Year Cliff for Supplemental	No	Employees hired before June 1, 2015 are eligible to receive a DCRP contribution 2% of compensation per pay period.	UAW-SPD Local 1, UAW-NPD Local 1, UAW SWGR Local
Maritime Systems - Newburyport (Henschel, Inc.)	048	Bonus Included	100% of 5%	3 Year Graded	No
L3 Unidyne Inc. (Union) (Formerly PacOrd )	049	Bonus Included	No Match		No		IAM389, IBEW569, IAM389 GF
Security & Detection Systems	053	Bonus Included	100% of 5%	3 Year Graded	No
Aerospace Systems - Mission Integration Division (MID)	055	Bonus Included	100% of 5%	3 Year Graded if hired on or after 4/1/2011, otherwise 100%	No	Last supplemental contribution was for plan year ending 12/31/2017	Same as MID Union - UAW 967
Aerospace Systems - Mission Integration Division (MID)	055	Bonus Included	100% of 5%	3 Year Graded if hired on or after 4/1/2011, otherwise 100%	No	Last supplemental contribution was for plan year ending 12/31/2017
Electron Devices	056	Bonus Included	100% of 5%	3 Year Graded	No
Ruggedized C&CS	057	Bonus Included	100% of 5%	3 Year Graded	Yes

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
Aerospace Systems - Aeromet Inc.	058	Bonus Included	100% of 5%	3 Year Graded if hired on or after 4/1/2011, otherwise 100%	No	Last supplemental contribution was for plan year ending 12/31/2017
Photonics	059	Bonus Included	100% of 5%	3 Year Graded	No
ESSCO	060	Bonus Included	100% of 5%	3 Year Graded	No
Westwood	061	Bonus Included	100% of 5%	3 Year Graded	No
L3 Aviation Products, Inc. - APD Grand Rapids & Florida (Avionics Systems)	062-63	Bonus Included	100% of 5%	3 Year Graded	Yes	Last supplemental contribution was for plan year ending 12/31/2018
Fuzing and Ordinance	064	Bonus Included	100% of 5%	3 Year Graded	Yes
Comcept	067	Bonus included	100% of 5%	3 Year Graded if hired on or after 4/1/2011, otherwise 100%	No
Brashear	076	Bonus Included	100% of 5%	3 Year Graded	No
Warrior Systems Division - IRP (Infrared Products - RCI)	078	Bonus Included	100% of 5%	3 Year Graded	No
Link DTS	079	Bonus Included	100% of 5%	3 Year Graded	No

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
Cincinnati Electronics	080	Bonus Included	100% of 5%	3 Year Graded	No		Same goes for Union - IBEW 1842
Electron Devices - (former ETI - Electron Technologies, Inc. Non-Union)	081	Bonus Included	100% of 5%	3 Year Graded if hired on or after 4/1/2011, otherwise 100%	No	Last supplemental contribution was for plan year ending 12/31/2018
Electron Devices - (former ETI - Electron Technologies, Inc. Union)	082	Bonus Excluded	100% of 4%	3 Year Graded if hired on or after 1/1/2011, otherwise 100%	No		EAST Local 1553, Maximum Deferral Election 20%
Electron Devices - (former ETI - Electron Technologies, Inc. Union)	082	Bonus Excluded	100% of 4%	3 Year Graded if hired on or after 5/1/2011, otherwise 100%	No		IBEW 2295, Maximum Deferral Election 20%
Combat Propulsion (Non-Union)	084	Bonus Included	100% of 5%	3 Year Graded	No
Combat Propulsion (Union)	085	Bonus Included	100% of 5%	3 Year Graded	No		UAW 113 PTO, UAW 1279 PTO
ALST Advanced Labor Systems Tech	087	Bonus Included	100% of 5%	3 Year Graded	No
Mobile Vision	088	Bonus Included	100% of 5%	3 Year Graded	No
Unmanned Systems (Airborne Technologies Incorporated (ATI) and Dallas (Geneva Aerospace)	100/123	Bonus Included	100% of 5%	3 Year Graded	No

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
Sonoma EO	101	Bonus Included	100% of 5%	3 Year Graded	No
Warrior Systems-EOTech	103	Bonus Included	100% of 5%	3 Year Graded	No
SSG	119	Bonus Included	100% of 5%	3 Year Graded	No
Maripro	117	Bonus Included	100% of 5%	3 Year Graded	No
Global Communication Solutions (GCS)	126	Bonus Included	100% of 5%	3 Year Graded	No
Warrior Systems -ETO (Electro-Optical Systems - EOS)	127	Bonus Included	100% of 5%	3 Year Graded	No	Last supplemental contribution was for plan year ending 12/31/2018
Datron	133	Bonus Included	100% of 5%	3 Year Graded	Yes
Linkabit	134	Bonus Included	100% of 5%	3 Year Graded	Yes
L3 Advanced Programs, Inc.	135	Bonus Included	100% of 5%	3 Year Graded	Yes
Applied Technologies	136	Bonus Included	100% of 5%	3 Year Graded	Yes
Unidyne	137	Bonus Included	100% of 5%	3 Year Graded	No		Including SCA
Warrior Systems - Insight Technology	138	Bonus Included	100% of 5%	3 Year Graded	No
Chesapeake Sciences	140	Bonus Included	100% of 5%	3 Year Graded	Yes

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
Aerospace Systems - Platform Integration Division – (PID)	144	Bonus Included	100% of 5%	3 Year Graded if hired on or after 4/1/2011, otherwise 100%	No	Last supplemental contribution was for plan year ending 12/31/2017
KEO (Non-Union)	169	Bonus Included	100% of 5%	3 Year Graded	No
KEO (Union)	170	Bonus Included	50% of 6%	3 Year Graded	No
Mustang Technology	173	Bonus Included	100% of 5%	3 Year Graded	No
EOIR	175	Bonus Included	100% of 5%	3 Year Graded	No
ISR Group	176	Bonus Included	100% of 5%	3 Year Graded if hired on or after 4/1/2011, otherwise 100%	No	Aerospace Systems Group ~ Last supplemental contribution was for plan year ending 12/31/2017 Sensor Systems Group ~ Last supplemental contribution was for plan year ending 12/31/2018
Narda ATM	178	Bonus Included	100% of 5%	3 Year Graded	No		Eff 01/01/2017

SCHEDULE B

(Effective 2019 Plan Year)

Employer	Fidelity Division Code	Compensation Definition	Match Formula	Vesting	True Up	Supplemental Contributions	Notes
ForceX	179	Bonus Included	100% of 5%	3 Year Graded	No		Eff 01/01/2017
L3 Airline Academy (Aerosim Academy)	185	Bonus Included	100% of 5%	3 Year Graded	No		Eff 01/01/2018
OceanServer	186	Bonus Included	100% of 5%	3 Year Graded	No		Eff 07/21/2017
Commercial Aviation (Aerosim Technologies)	188	Bonus Included	100% of 5%	3 Year Graded	No		Eff 01/01/2018
Open Water Power – (OWP)	189	Bonus Included	100% of 5%	3 Year Graded	No		Eff 10/13/2017
L3 Kigre Inc.	190	Bonus Included	100% of 5%	3 Year Graded	No		Eff 04/13/2018
Enterprise Business Services	191	Bonus Included	100% of 5%	3 Year Graded	No		Eff 04/13/2018
Adaptive Methods	192	Bonus Included	100% of 5%	3 Year Graded	No		Eff 01/01/2019
Doss Aviation (Non Union)	193	Bonus Included	100% of 5%	3 Year Graded	No		Eff 01/01/2019
Doss Aviation (Union & SCA)	193	Bonus Included	None	N/A	N/A		Eff 01/01/2019
Patriot Works	194	Bonus Included	100% of 5%	3 Year Graded	No		Eff 08/01/2018
SEGAP	195	Bonus Included	100% of 5%	3 Year Graded	No		Eff 08/01/2018
L3 Latitude Engineering	196	Bonus Included	100% of 5%	3 Year Graded	No		Eff 01/01/2019
L3 Advanced Programs (ADS)	197	Bonus Included	100% of 5%	3 Year Graded	Yes		Eff 01/01/2019

SCHEDULE B

(Effective 2019 Plan Year)

Pers.

Area

Code

Pers. Area Text

Pers.

Sub-

area

Code

Pers. Sub-

area Text

Fidelity

Division

Code

True

Pre-

Tax

Contrib

Source

After-

Tax

Contrib

Source

Catch-

Contrib

Source

ER Match

Source

Supplemental

ER Source

Match

Contrib

Rule

Supplemental

ER Formula

2144

Link Simulation & Training

L122

IAMAW H9

034

3 Year Graded

100% of 5%

None

2144

Link Simulation & Training

L133

IAMHW H11

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L134

IAMHW H12

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L135

IAMHW H15

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L136

IAMHW H17

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L137

IAMHW H21

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L140

IAMHW H25

034

100% Vesting

100% of 4%

None

2144

Link Simulation & Training

L142

IAMHW H30

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L143

IAMHW H31

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L144

IAMHW H32

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L145

IAMHW H33

034

100% Vesting

100% of 5%

None

2144

Link Simulation & Training

L147

IAMHW H35

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L148

IAMHW H36

034

3 Year Graded

100% of 5%

None

2144

Link Simulation & Training

L149

IAMHW H37

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L151

IAMHW H39

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L152

H41 ASSN

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L153

H42 ASSN

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L154

IAMHW H43

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L155

IAMHW H44

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L156

IAMHW H45

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L157

IAMHW H52

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L158

H53 ASSN

034

3 Year Graded

None

2144

Link Simulation & Training

L159

IAMHW H54

034

3 Year Graded

100% of 5%

None

SCHEDULE B

(Effective 2019 Plan Year)

Pers.

Area

Code

Pers. Area Text

Pers.

Sub-

area

Code

Pers. Sub-

area Text

Fidelity

Division

Code

True

Pre-

Tax

Contrib

Source

After-

Tax

Contrib

Source

Catch-up

Contrib

Source

ER Match

Source

Supplemental

ER Source

Match

Contrib

Rule

Supplemental

ER Formula

2144

Link Simulation & Training

L222

IAMHW H47

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L229

IAMHW H55

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L230

IAMHW H56

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L255

IAMHW H57

034

3 Year Graded

100% of 4%

None

2144

Link Simulation & Training

L267

IAMHW H58

034

3 Year Graded

100% of 4%

None

L3 Communication Systems - East

MSP Appendix - 004

1.	Background .

Employees of the L3 Communication Systems – East Division of L3 Technologies, Inc. became eligible to participate in the Plan as of December 14, 2002. This Appendix applies to Eligible Employees, as defined below, and is effective as of January 1, 2017.

2.	Definitions.

(a)

“ Compensation ” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings, commissions, overtime compensation, regular vacation pay, and elective payroll deduction contributions under Code Sections 125, 132(f )(4) and 401(k). Compensation does not include bonuses, incentive pay, severance payments, termination incentive payments, lump sum vacation allowances, taxable fringe benefits, stock-based compensation (whether settled in cash or stock), imputed income from life insurance, employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, employee deferrals or contributions to any nonqualified deferred compensation plan, distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, or any reimbursed expenses, such as relocation expenses and education expenses, and any other item not specifically included in compensation herein. Compensation for any Plan Year shall be limited to $200,000, as adjusted under Section 401(a)(17) of the Code.

(b)

“ Eligible Employee ” means a common law employee of the Employer who (i) is not covered by a collective bargaining agreement or (ii) is represented by (A) the Association of Scientists and Professional Engineering Personnel or (B) the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers – Communications Workers of America, Local 103 and Local 110; or (C) the Teamsters Local Union No. 676, An Affiliate of the International Brotherhood of Teamsters, AFL-CIO; or (D) the International Foundation of Professional and Technical Engineers, Local 241 (IFPTE).

(c)

“ Pension Plan ” means any defined benefit pension plan maintained by L3 Technologies, Inc. and its subsidiaries.

3.	Eligibility.

An Eligible Employee shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

4.	Matching Contributions.

(a)

The Employer shall make a Matching Contribution each payroll period on behalf of each Participant who makes Pre-Tax or After-Tax Contributions, in an amount equal to 50 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed 6 percent of the Participant’s Compensation for the payroll period.

(b)

The Employer shall make a Matching Contribution on behalf of each Participant who makes Catch-up Contributions for a payroll period in an amount equal to 50 percent of the Participant’s Catch-up Contributions that do not exceed 6 percent of such Participant’s Compensation for the payroll period.

5.	Supplemental Contributions.

The Employer shall make a Supplemental Contribution for each payroll period on behalf of each Eligible Employee who, during such payroll period, is not eligible to accrue a benefit under a Pension Plan and is employed by the Employer during such payroll period in accordance with the schedule below. The amount of the Supplemental Contribution shall be based on the Eligible Employee’s Years of Service on the last day of the payroll period for which the Supplemental Contribution is made in accordance with the schedule below.

Years of Service	Percentage of Compensation

Less than 5	2
At least 5 but less than 10	3
10 or more	4

Vesting.

(a)

A Participant shall be vested in his or her Matching Contribution Account as follows:

Completed Period of Service	Vested Percentage

Less than 1 year	0%
1	25%
2	50%
3	100%

(b)

A Participant shall become vested in his or her Supplemental Contribution Account as follows:

Completed Period of Service	Vested Percentage

Less than 1 year	0%
3 years or more	100%

BT Fuze Division Employee Contribution Account

MSP Appendix - 052

1.	Background.

Employee of the BT Fuze division were eligible to make employee contributions to an account set forth under Section 5 of the Cooperative Retirement Plan (the ”Account”). The assets in the Account have been transferred to this Plan effective January 1, 2011. The BT Fuze division is the Employer for purpose of this Appendix. This Appendix applies to those employees and is effective as of January 1, 2012.

2.	Definitions.

A Participant may elect to withdraw any amount up to 100 percent of his Account balance at any time, provided no more than one withdrawal election will be allowed in any period of 365 days. Any such withdrawal or other distribution to the Participant from this Account will be paid in the form of a Qualified Joint and Survivor Annuity. However, a Participant may elect to waive such form of payment and take his withdrawal or distribution in a single cash payment if the spousal consent and waiver requirements of Section 10.8 of this Plan are met. If a Participant’s death occurs prior to distribution of all amounts in his Account, 50 percent of the amount in the Participant’s Account will be paid in the form of a Qualified Preretirement Survivor Annuity to the Participant’s surviving spouse, subject to the provisions of Section 10.9 of the Plan. As an alternative to receiving the benefit in the form of a Qualified Preretirement Survivor Annuity, the spouse may elect to receive a single sum payment or a combination of a lump sum and annuity. The spouse may also elect to defer distribution to a later date. The remainder of the Account will be paid to the Participant’s designated beneficiary who may elect to receive such distribution in the form of a lump sum, an annuity or in a combination of a lump sum and annuity. The beneficiary may elect to defer distribution until a specified later date.

3.	Eligibility.

No new employees can become eligible to participate in the Account.

4.	Contributions.

No further contributions will be made by employees or the Employer to the Account.

Vesting.

The Account will be fully vested at all times.

6.	Participant Directed Investments

If a Participant fails to direct the investment of his Account in one or more of the Investment Funds, such amounts will be invested in the fund determined by the Benefit Plan Committee.

Ocean Systems - Hourly

MSP Appendix 020

1.	Background .

Prior to October 1, 2001, hourly employees of the Ocean Systems Division (the “Employer”) of L3 Technologies, Inc. participated in the L-3 Communications Hourly Thrift Plan (the “Thrift Plan”). Effective October 1, 2001, the Thrift Plan was merged into this Plan and those employees became eligible to participate in the Plan. This Appendix applies to those employees and is effective as of January 1, 2017.

2.	Definitions.

(a)

“ Base Pay ” is determined by multiplying the Participant’s straight-time hourly rate times 40 hours per week and does not include shift differential, overtime or any lump sum payment (bonuses, COLA, other). Base Pay for any Plan Year shall be limited to $200,000, as adjusted under Section 401(a)(17) of the Code.

(b)

“ Eligible Employee ” means an Employee of the Employer who is covered by a collective bargaining agreement that provides for participation in the Plan.

(c)

“ Prior Plan ” means the AlliedSignal Thrift Plan, as in effect on March 30, 1998.

3.	Eligibility.

An Eligible Employee shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

4.	Matching Contributions.

(a)

The Employer shall make a Matching Contribution on behalf of each eligible Participant who makes Pre-Tax Contributions or After-Tax Contributions for a payroll period in an amount equal to 50 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed 6 percent of Basic Compensation for the payroll period.

(b)

Vesting.

(a)

Except as otherwise provided in this section 5, a Participant shall be vested in his or her Matching Contribution Account as follows:

Completed Period of Service	Vested Percentage
Less than 1 year	0%
1	25%
2	50%
3	100%

(b)

A Participant shall be fully vested in his or her Matching Contribution Account upon (i) death, (ii) Total Disability, (iii) termination by reason of retirement (including early retirement) under the terms of the L3 Ocean Systems Pension Plan For Hourly Employees, (iv) termination of employment because of a manpower reduction or reorganization by the Employer, or (v) the attainment of age 65.

(c)

A Participant who was an participant in the Prior Plan on March 30, 1998 and became an Employee of the Employer on March 31, 1998 shall be fully vested in the portion of his or her Matching Contribution Account attributable to amounts transferred from the Prior Plan to this Plan.

7.	Withdrawal of Matching Contributions.

Notwithstanding Section 9.4, a Participant who has a five-year period of service and has withdrawn the full amount of his or her After-Tax Contribution Account and Rollover Contribution Account may withdraw all or a portion of his or her Matching Contribution Account.

Electrodynamics

Members of the IBEW, Local 134

MSP Appendix 023

1.	Background.

Employees of Electrodynamics, Inc. who are members of the International Brotherhood of Electrical Workers, Local 134 became eligible to participate in the Plan as of July 1, 2001. This Appendix applies to such employees and is effective as of January 1, 2012.

2.	Definitions.

(a)

“ Compensation ” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings, commissions, overtime compensation, regular vacation pay, and elective payroll deduction contributions under Code Sections 125, 132(f )(4) and 401(k). Compensation does not include bonuses, incentive pay, severance payments, termination incentive payments, lump sum vacation allowances, taxable fringe benefits, stock-based compensation (whether settled in cash or stock), imputed income from life insurance, employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, employee deferrals or contributions to any nonqualified deferred compensation plan, distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, or any reimbursed expenses, such as relocation expenses and education expenses, and any other item not specifically included in compensation herein. Compensation for any Plan Year shall be limited to $205,000, as adjusted under Section 401(a)(17) of the Code.

(b)

“ Pension Plan ” means the Electrodynamics, Inc. Pension Plan For Members Of Local 134, I.B.E.W.

3.	Eligibility.

A Union Member shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

4.	Matching Contributions.

The Employer shall make a Matching Contribution each payroll period on behalf of each Participant equal to 50 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed 6 percent of Compensation for the payroll period.

5.	Supplemental Contributions.

The Employer shall make a Supplemental Contribution in the amount of 3 percent of a Participant’s Compensation for the Plan Year on behalf of each Participant who is not accruing a pension under the Pension Plan and, who (1) is employed on the last day of the Plan Year for which the Supplemental Contribution is made, (2) terminated employment during such Plan Year due to death, disability or “retirement” under the terms of the Pension Plan or (3) terminated employment with the employer as a result of permanent layoff during December 2012.

Vesting.

A Participant shall become vested in his or her Supplemental Contribution Account as follows:

Completed Period of Service	Vested Percentage

Less than 1 year	0%
1	20%
2	40%
3	60%
4	80%
5 years or more	100%

A Participant shall be vested in his or her Matching Contribution Account as follows:

Completed Period of Service	Vested Percentage

Less than 1 year	0%
1	25%
2	50%
3	100%

Electrodynamics

MSP Appendix 026

1.	Background .

Employees of Electrodynamics, Inc., other than employees who are covered by a collective bargaining agreement, became eligible to participate in the Plan as of July 6, 1999. This Appendix applies to such employees and is effective as of January 1, 2012.

2.	Definitions.

(a)

“Basic Compensation” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings, commissions, overtime compensation, regular vacation pay, and elective payroll deduction contributions under Code Sections 125, 132(f )(4) and 401(k). Compensation does not include bonuses, incentive pay, severance payments, termination incentive payments, lump sum vacation allowances, taxable fringe benefits, stock-based compensation (whether settled in cash or stock), imputed income from life insurance, employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, employee deferrals or contributions to any nonqualified deferred compensation plan, distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, or any reimbursed expenses, such as relocation expenses and education expenses, and any other item not specifically included in compensation herein. Compensation for any Plan Year shall be limited to $205,000, as adjusted under Section 401(a)(17) of the Code.

(b)

“ Compensation ” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings, commissions, overtime compensation, regular vacation pay, performance based bonuses and elective payroll deduction contributions under Code Sections 125, 132(f )(4) and 401(k) and where contractually required or collectively bargained, lump sum vacation allowances and any other item not specifically excluded from Compensation herein. Compensation does not include non-performance based bonuses, incentive pay, severance payments, termination incentive payments, lump sum vacation allowances, taxable fringe benefits, stock-based compensation (whether settled in cash or stock), imputed income from life insurance, employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, employee deferrals or contributions to any nonqualified deferred compensation plan, distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, or any reimbursed expenses, such as relocation expenses and education expenses, and any other item not specifically included in compensation herein. Compensation for any Plan Year shall be limited to $205,000, as adjusted under Section 401(a)(17) of the Code.

3.	Eligibility.

An Employee shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

4.	Pre-Tax/After-Tax/Catch-Up Contributions.

Pre-Tax, After-Tax and Catch-Up Contributions shall be deducted from a Participant’s Basic Compensation.

5.	Matching Contributions.

The Employer shall make Matching Contributions on behalf of each Participant equal to 100 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed 5 percent of Basic Compensation for the payroll period.

The Employer shall make a Matching Contribution on behalf of each Participant who makes Catch-up Contributions for a payroll period in an amount equal to 100 percent of the Participant’s Catch-up Contributions that do not exceed 5 percent of such Participant’s Compensation for the payroll period.

6.	Supplemental Contributions.

(a)

The Employer shall make a Supplemental Contribution for each Plan Year on behalf of those Participants described in subsection (b) in an amount equal to a percentage of each such Participant’s Compensation, based upon his attained age on the last day of the Plan Year, as determined in accordance with the following schedule:

Attained Age on Last Day of Plan Year	Percentage of Compensation
Attained Age on Last Day of Plan Year

Under age 30	1%
30 - 34	2%
35 - 39	3%
40 - 44	4%
45 - 49	5%

For Participants who

attained age 50 prior

to January 1, 1986 and

attained the following

age as of the last day of the

Plan Year:

	50 - 54	6% of Compensation up to $10,000, plus 5% of Compensation in excess of $10,000

	55 - 59	7% of Compensation up to $10,000, plus 5% of Compensation in excess of $10,000

	60 and above	8% of Compensation up to $10,000, plus 5% of Compensation in excess of $10,000

For Participants who

attained age 50 after

December 31, 1985 and

attained the following

age as of the last day of the

Plan Year:

50 and above 5%

(b)

Supplemental Contributions for a Plan Year shall only be made on behalf of Participants who (1) are Employees on the last business day of the Plan Year, (2) who separated from Employment with the Employer during the Plan Year due to death, retirement on or after age 65, Disability or facility closure, (3) are not Employees on the last business day of the Plan Year solely as a result of the transfer of such Participants to an Affiliate not participating in the Plan or (4) terminated employment with the Employer as a result of permanent layoff during December 2012.

(c)

Supplemental Contributions shall be made in cash and subject to the Participant’s investment election.

Vesting.

A Participant shall become vested in his or her Supplemental Contribution Account as follows:

Completed Period of Service	Vested Percentage

Less than 1 year	0%
1	20%
2	40%
3	60%
4	80%
3 years or more	100%

A Participant shall be vested in his or her Matching Contribution Account as follows:

Completed Period of Service	Vested Percentage

Less than 1 year	0%
1	25%
2	50%
3	100%

8.	Amounts Transferred from Retirement Plan.

(a)

A Participant shall be fully vested in his or her Account balance attributable to amounts transferred from the Retirement Plan for Salaried Employees of Electrodynamics, Inc. (the “Retirement Plan”) to this Plan.

(b)

A Participant who was a participant in the Retirement Plan may elect to have his or her Account balance attributable to benefits transferred from the Prior Plan to this Plan used to purchase a Qualified Joint and Survivor Annuity. If a Participant elects a Qualified Joint and Survivor Annuity and dies before the Annuity Starting Date with a surviving spouse, the Participant’s vested Account balance shall be paid to the Participant’s surviving spouse in the form of a Qualified Pre-Retirement Survivor Annuity. A Participant (or upon the Participant’s death, the Participant’s Beneficiary) may waive the Qualified Pre-Retirement Survivor Annuity in accordance with the terms of the Plan.

L3 Communication E&TS

I.B.T. – Represented Employees

MSP Appendix 002-B

1.	Background

I.B.T. - Represented Employees of the L3 Communication Systems - West Division of L3 Technologies, Inc. became eligible to participate in the Plan as of January 1, 2001. Such employees were transferred to the E&TS Division of L3 Technologies, Inc. effective as of January 1, 2012. This Appendix applies to such employees and is effective as of January 1, 2017.

2.	Definitions.

(a)

“ Compensation ” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings, commissions, overtime compensation, regular vacation pay, and elective payroll deduction contributions under Code Sections 125, 132(f )(4) and 401(k). Compensation excludes bonuses, incentive pay, severance payments, termination incentive payments, lump sum vacation allowances, taxable fringe benefits, stock-based compensation (whether settled in cash or stock), imputed income from life insurance, employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, employee deferrals or contributions to any nonqualified deferred compensation plan, distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, or any reimbursed expenses, such as relocation expenses and education expenses, and any other item not specifically included in compensation herein. Compensation for any Plan Year shall be limited to $200,000, as adjusted under Section 401(a)(17) of the Code.

(b)

“ Regular Base Compensation ” means for purposes of Matching Contributions and Supplemental Contributions regular base compensation computed on the straight time hourly rate, up to 40 hours per week and includes elective payroll deduction contributions under Code Sections 125, 132(f)(4) and 401(k).

(c)

“ I.B.T. Contract - Represented Employee ” means those Employees, as defined in Article I of the main Plan document, of the Employer who eligible to participate in the Plan pursuant to a collective bargaining agreement with the Teamsters and Warehousemen Union Local 381.

3.	Eligibility.

An I.B.T. - Represented Employee shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

4.	Matching Contributions.

The Employer shall make a Matching Contribution on behalf of each Participant who makes Pre-Tax Contributions or After-Tax Contributions for a payroll period equal to 100 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed 4 percent of Regular Base Compensation for the payroll period. Matching Contributions made prior to July 1, 2001 shall be subject to the Participant’s investment election.

6 .	Supplemental Contributions.

The Employer shall make a Supplemental Contribution each payroll period in an amount equal to 2.5 percent of each Participant’s Regular Base Compensation for such payroll period. Supplemental Contributions shall be made in cash and subject to the Participant’s investment election.

Vesting .

A Participant shall always be 100 percent vested in his or her Matching Contribution Account and Supplemental Contribution Account.

L3 Communication E&TS

I.A.M. - Represented Employees

MSP Appendix - 002-C

1.	Background .

I.A.M. - Represented Employees of the L3 Communication Systems - West Division of L3 Technologies, Inc. became eligible to participate in the Plan as of January 1, 2001. Such employees were transferred to the E&TS Division of L3 Technologies, Inc. effective as of January 1, 2012. This Appendix applies to such employees and is effective as of January 1, 2013.

2.	Definitions.

(a)

“ Compensation ” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings, commissions, overtime compensation, regular vacation pay, and elective payroll deduction contributions under Code Sections 125, 132(f)(4) and 401(k). Compensation does not include bonuses, incentive pay, severance payments, termination incentive payments, lump sum vacation allowances, taxable fringe benefits, stock-based compensation (whether settled in cash or stock), imputed income from life insurance, employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, employee deferrals or contributions to any nonqualified deferred compensation plan, distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, or any reimbursed expenses, such as relocation expenses and education expenses, and any other item not specifically included in compensation herein. Compensation for any Plan Year shall be limited to $200,000, as adjusted under Section 401(a)(17) of the Code.

(b)

“ Regular Base Compensation ” means for purposes of Matching Contributions regular base compensation computed on the straight time hourly rate, up to 40 hours per week and includes elective payroll deduction contributions under Code Sections 125, 132(f)(4) and 401(k).

(c)

“ I.A.M. - Represented Employee ” means those Employees, as defined in Article I of the main Plan document, of the Employer who are eligible to participate in the Plan pursuant to a collective bargaining agreement with the East Coast Lodge 815 International Association of Machinists and Aerospace Workers, AFL-CIO.

3.	Eligibility.

An IAM - Represented Employee shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

4.	Matching Contributions.

The Employer shall make a Matching Contribution on behalf of each Participant who makes Pre-Tax Contributions or After-Tax Contributions for a payroll period equal to 100 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed 4 percent of Compensation for the payroll period. Matching Contributions shall be subject to the Participant’s investment election.

6 .

Vesting.

A Participant shall always be 100 percent vested in his or her Matching Contribution Account.

L3 Communication E&TS

I.B.E.W. – Represented Employees

MSP Appendix - 002-D

1.	Background .

I.B.E.W. – Represented Employees of the L3 Communication Systems - West Division of L3 Technologies, Inc. became eligible to participate in the Plan as of January 1, 2001. Such employees were transferred to the E&TS Division of L3 Technologies, Inc. effective as of January 1, 2012. This Appendix applies to such employees and is effective as January 1, 2017.

2.	Definitions.

(a)

“ Compensation ” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings, commissions, overtime compensation, regular vacation pay, and elective payroll deduction contributions under Code Sections 125, 132(f )(4) and 401(k). Compensation excludes bonuses, incentive pay, severance payments, termination incentive payments, lump sum vacation allowances, taxable fringe benefits, stock-based compensation (whether settled in cash or stock), imputed income from life insurance, employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, employee deferrals or contributions to any nonqualified deferred compensation plan, distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan, or any reimbursed expenses, such as relocation expenses and education expenses, and any other item not specifically included in compensation herein. Compensation for any Plan Year shall be limited to $200,000, as adjusted under Section 401(a)(17) of the Code.

(b)

(c)

“ I.B.E.W. - Represented Employee ” means those Employees, as defined in Article I of the main Plan document, of the Employer who are eligible to participate in the Plan pursuant to a covered by a collective bargaining agreement with Local Union No. 2088, International Brotherhood of Electrical Workers, AFL-CIO .

3.	Eligibility.

An I.B.E.W. - Represented Employee shall be eligible to participate in the Plan on the date he or she completes one Hour of Service.

4.	Matching Contributions.

5 .	Supplemental Contributions.

(a)

Except as provided in subsection (b) below, the Employer shall make a Supplemental Contribution each payroll period in an amount equal to 2.75 percent of each Participant’s Regular Base Compensation for such payroll period. Supplemental Contributions shall be made in cash and subject to the Participant’s investment election.

(b)

No Supplemental Contribution will be made for a Participant who is a member of the East Coast Lodge 815, International Association of Machinists and Aerospace Workers, AFL-CIO.

Vesting.

A Participant shall always be 100 percent vested in his or her Matching Contribution Account and Supplemental Contribution Account.

SPD Technologies – UAW Represented Employees

MSP Appendix – 046/047

1.	Background .

This Appendix applies to Eligible UAW Represented Employees of the SPD Technologies and is effective as of January 1, 2017.

2.	Definitions.

(a)

“Compensation” for a UAW-represented Participant means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings; commissions; incentive compensation; overtime pay; performance-based bonuses; regular vacation pay; severance payments; termination incentive payments; lump sum vacation allowances; elective payroll deduction contributions under Code Sections 125, 132(f)(4) and 401(k); and any other item not specifically excluded from Compensation herein. Compensation does not include non-performance-based bonuses; taxable fringe benefits; stock options; imputed income from life insurance; employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan; employee deferrals or contributions to any nonqualified deferred compensation plan; distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan; or any reimbursed expenses, such as relocation expenses and education expenses. Compensation for any Plan Year shall be limited to $200,000, as adjusted under Section 401(a)(17) of the Code.

(b)

“ Eligible UAW Represented Employee ” shall have the meaning:

	Business Unit		Eligible Employees
	Systems Protection Division		• Employees who are represented by the UAW Local 1612 and were hired or rehired without seniority on or after July 1, 1986 but prior to July 1, 2000 and who irrevocably elected to terminate their participation in the Marine and Power Systems Retirement Plan. • Employees who are represented by the UAW Local 1612 and are hired or rehired without seniority on or after July 1, 2000 and who are not eligible to participate in the Marine and Power Systems Retirement Plan.

	Navy Switchgear and Commercial Products Division		• Employees who are represented by the UAW Local 1612 and were hired or rehired without seniority on or after July 1, 1998 but prior to April 10, 1999 and who irrevocably elected to terminate their participation in the Marine and Power Systems Retirement Plan. • Employees who are represented by the UAW Local 1612 and are hired after February 1, 1993 (employees of the former Surface Vessel and Commercial Products Division) and who are not eligible to participate in the Marine and Power Systems Retirement Plan.

	Business Unit		Eligible Employees
			• Employees who are represented by the UAW Local 1612 and are hired or rehired without seniority on or after April 10, 1999 and who are not eligible to participate in the Marine and Power Systems Retirement Plan.

	New Products Division		• Employees who are represented by the UAW Local 1612 and are hired after February 1, 1993 and who are not eligible to participate in the Marine and Power SystemsRetirement Plan.

3.	Eligibility.

An Eligible UAW Represented Employee shall be eligible to participate in the Plan on the date on which he or she completes one Hour of Service.

UAW Local 1612 employees of SPD Electrical Systems, Inc. and SPD Switchgear, Inc. who were participating in the SPD Technologies Retirement Plan on June 30, 2007 became eligible to receive the MSP Defined Contribution Retirement Plan (MSP-DCRP) contribution on July 1, 2007.

4 .	Amount of Matching Contributions.

The Employer shall make a Matching Contribution each pay period on behalf of each Participant who makes Pre-Tax Contributions or After-Tax Contributions during the Plan Year equal to 50 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed 6 percent of the Participant’s Compensation for such payroll period.

5.	DCRP Contributions

On behalf of each employee who is an eligible employee (as described on page 1), SPD makes a contribution (“DCRP contribution”) each payroll period of 2% of compensation for the payroll period.

DCRP contributions are made in cash and are subject to the employee’s investment direction. They are not available for loans or withdrawals.

6.	Form of Matching Contributions.

Matching Contributions on behalf of a Participant shall be made in shares of L3 Technologies, Inc. Stock.

7 .

Vesting.

A Participant shall become vested in his or her Matching Contribution Account as follows:

Completed Years of Service	Vested Percentage
Completed Years of Service

less than 1	0%

1	20%

2	40%

3	60%

4	80%

5 or more	100%

A Participant becomes fully vested in the DCRP contributions made as follows :

Completed Years of Service	Vested Percentage
Less than 3	0%
3 or more	100%

L3 Technologies KEO (Union Employees)

MSP Appendix - 170

1.	Background .

Employees of L3 Technologies KEO became eligible to participate in the Plan as of February 7, 2012. This Appendix applies to employees of L3 Technologies KEO who are subject to a collective bargaining agreement and is effective as of January 1, 2017.

2.	Definitions.

“ Compensation ” means all cash remuneration that is paid to the Participant by his or her Employer during the Plan Year and includible in gross income, including regular earnings; commissions; overtime compensation; regular vacation pay; and elective payroll deduction contributions under Code Sections 125, 132(f)(4) and 401(k). Compensation does not include bonuses; incentive pay; severance payments; termination incentive payments; lump sum vacation allowances; taxable fringe benefits; stock-based compensation (whether settled in cash or stock); imputed income from life insurance; employer contributions to any qualified retirement plan, nonqualified deferred compensation plan or welfare plan; employee deferrals or contributions to any nonqualified deferred compensation plan; distributions from any qualified retirement plan, nonqualified deferred compensation plan or welfare plan; or any reimbursed expenses, such as relocation expenses and education expenses; and any other item not specifically included in Compensation herein.

3.	Eligibility.

An Employee of the Employer shall be eligible to participate in the Plan on the date he or she completes one Hour of Service; provided, however, that an Employee of the Employer shall be eligible to receive Matching Contributions only after the Employee has completed one year of Service.

4.	Matching Contributions.

Vesting.

A Participant shall become vested in his or her Matching Contribution Account as follows:

Completed Period of Service	Vested Percentage

Less than 3year	0%
3 years or more	100%

AMENDMENT NO. 1

TO THE

L3 TECHNOLOGIES MASTER SAVINGS PLAN

(Effective January 1, 2017)

WHEREAS, L3 Technologies, Inc. (“L3”) maintains the L3 Technologies Master Savings Plan;

WHEREAS, L3 has the authority to amend the Plan pursuant to Section 13.1 of the Plan; and

WHEREAS, L3 would like to amend the Plan;

NOW THEREFORE, the Plan is amended as follows:

Section 4.3 of the Plan is amended in its entirety to read as follows effective January 1, 2002:

A Participant who is at least age 50 by December 31 of a taxable year may elect to have Catch-Up Contributions deducted from his or her Compensation for that taxable year in an amount elected by the Participant, which may be equal to any whole percentage not to exceed 50 percent of his or her Compensation for a pay period (or such other percentage as may be designated by the Company, in writing, without formal plan amendment). An election to make Catch-Up Contributions will be subject to the rules of Section 4.1(b), (c) and (d).

Section 10.1(a) is amended by the addition of the following sentences at the end thereof effective August 1, 2013:

If the Participant so elects in accordance with Section 10.3: (i) distribution will commence no later than one year after the close of the Plan Year in which the Participant separates from service by reason of attainment of normal retirement age, death or disability; and (ii) distribution will commence no later than one year after the close of the fifth Plan Year in which the Participant separates from service for reasons other than attainment of normal retirement age, death or disability (except if the Participant is re-employed by the Company or an Affiliate before distributions commence). Unless a Participant elects otherwise in accordance with Section 10.3, distribution of a Participant’s account balance will be in substantially equal periodic payments (not less frequently than annually) over a period of no longer than five years.

Section 11.2(f) of the Plan is amended in its entirety to read as follows effective January 1, 2017:

“ Required Aggregation Group of Plans ” means (1) each qualified plan of the Company or an Affiliate (including a terminated plan) in which at least one Key Employee participates, and (2) any other qualified plan of the Company or an Affiliate during the Plan Year including the determination date or any of the four preceding Plan Years which enables a plan described in (1) to meet the requirements of Section 401(a)(4) or 410 of the Code.

	December 19, 2017		/s/ Kevin Weiss
	Date		Kevin Weiss
			Vice President, Human Resources

AMENDMENT NO. 2

TO THE

L3 TECHNOLOGIES MASTER SAVINGS PLAN

(Effective January 1, 2017)

WHEREAS, L3 Technologies, Inc. (“L3”) maintains the L3 Technologies Master Savings Plan;

WHEREAS, L3 has the authority to amend the Plan pursuant to Section 13.1 of the Plan; and

WHEREAS, L3 would like to amend the Plan;

NOW THEREFORE, the Plan is amended as follows:

The fifth paragraph of Section 1.12 of the Plan is amended in its entirety to read as follows effective January 1, 2018:

Compensation shall include performance based bonuses for Participants not subject to a collective bargaining agreement and for Participants subject to a collective bargaining agreement that provides for Plan participation on the same basis as for employees not covered by a collective bargaining agreement. .

Section 1.50 of the Plan is amended in its entirety to read as follows effective January 1, 2019:

“Supplemental Contributions” means the contributions, other than Matching Contributions, made by an Employer as provided on Schedule B.

Section 4.4 of the Plan is amended in its entirety to read as following effective January 1, 2019:

(a)

Except as provided in an Appendix or collective bargaining agreement, the Employer shall make Matching Contributions on behalf of each Participant who makes Pre-Tax Contributions or After-Tax Contributions for a Plan Year in an amount equal to 100 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions that do not exceed five percent of the Participant’s Compensation for the payroll period for that Employer.

(1)

(2)

(b)

Except as provided in a collective bargaining agreement, the Employer shall make additional Matching Contributions with respect to Catch-up Contributions for a Plan Year in an amount equal to 100 percent of the Participant’s Catch-up Contributions that do not exceed five percent of Compensation for the Plan Year.

Section 4.5 of the Plan is amended in its entirety to read as following effective January 1, 2019:

The Employer shall make Supplemental Contributions as set forth on Schedule B.

Appendix 072 related to L-3 Communications Vertex Aerospace LLC is deleted effective June 29, 2018.

	December 12, 2018		/s/ Melanie Heitkamp
	Date		Melanie Heitkamp
			Senior Vice President and Chief Human Resources Officer

AMENDMENT NO. 3

TO THE

L3 TECHNOLOGIES MASTER SAVINGS PLAN

(Effective January 1, 2017)

WHEREAS, L3 Technologies, Inc. (“L3”) maintains the L3 Technologies Master Savings Plan;

WHEREAS, L3 has the authority to amend the Plan pursuant to Section 13.1 of the Plan; and

WHEREAS, L3 would like to amend the Plan;

NOW THEREFORE, the Plan is amended as follows effective as of the date of the merger of Leopard Merger Sub Inc. (“Leopard”) with and into L3 as contemplated by the Agreement and Plan of Merger, dated as of October 12, 2018, among L3, Harris Corporation and Leopard:

Section 1.10 of the Plan is amended in its entirety to read as follows:

“Committee” means the L3Harris Technologies, Inc. Employee Benefits Committee, which administers the Plan.

Section 1.27 of the Plan is amended in its entirety to read as follows:

“Investment Fund” means the investment funds offered under the Plan. Except for the L3 Stock Fund, the Investment Funds may be changed by the Investment Committee from time to time without formal plan amendment.

Section 1.28 of the Plan is amended in its entirety to read as follows:

“L3 Stock” means: (a) with respect to periods beginning on or after the date of the merger of Leopard Merger Sub Inc. (“Leopard”) with and into the Company as contemplated by the Agreement and Plan of Merger, dated as of October 12, 2018, among the Company, Harris Corporation and Leopard (the “Merger”), the common stock of L3Harris Technologies, Inc.; (b) with respect to the period beginning January 1, 2017 and ending immediately prior to the date of the Merger, the common stock of L3 Technologies, Inc.; and (c) with respect to periods ending on or before December 31, 2016, the common stock of L-3 Communications Holdings, Inc.

Article I of the Plan is amended by the addition of the following Section 1.58 at the end thereof:

1.58 Investment Committee

“Investment Committee” means the L3Harris Technologies, Inc. Investment Committee.

Section 2.1 of the Plan is amended in its entirety to read as follows:

The Committee shall consist of members appointed by the most senior human resources officer of the Company to serve at his or her pleasure. Any member of the Committee may resign by delivering his or her written resignation to the General Counsel of the Company.

Section 2.3(f) of the Plan is amended in its entirety to read as follows:

(f)

For purposes of ERISA, the Committee shall be the “Plan Administrator” and is hereby designated as agent for service of legal process for the Plan. The Investment Committee shall be a “named fiduciary” of the Plan within the meaning of such term as used in ERISA solely with respect to its power to appoint certain fiduciaries under the Plan and its management of the assets of the Plan. The Committee shall be a “named fiduciary” of the Plan within the meaning of such term as used in ERISA solely with respect to its power to appoint certain fiduciaries under the Plan and the exercise of its administrative duties set forth in the Plan that are fiduciary acts. The Plan Administrator and named fiduciaries may delegate any and all of their responsibilities and may consult with and hire outside experts.

Section 4.1(e)(1) of the Plan is amended in its entirety to read as follows:

(1)

Unless an Eligible Employee elects otherwise, the Pre-Tax Contributions will be invested in an investment fund designated by the Investment Committee that satisfies the requirements for a “qualified default investment alternative” (QDIA) under regulations issued by the U.S. Department of Labor. The Eligible Employee may transfer all or a portion of the amounts invested in the QDIA to other investment alternatives under the Plan to the same extent as Participants who affirmatively elected to invest in the QDIA; provided, however, that any such transfer within the first 90 days following the initial automatic Pre-Tax Contribution shall not be subject to any restrictions, fees or expenses (including without limitation surrender charges, liquidation or exchange fees, redemption fees and similar expenses charged in connection with the liquidation of, or transfer from, the QDIA) and following such 90-day period shall not be subject to any such restrictions, fees and expenses that are not otherwise applicable to Participants who affirmatively elected to invest in the QDIA.

Section 7.1 of the Plan is amended in its entirety to read as follows:

7.1

PARTICIPANT DIRECTED INVESTMENTS

(a)

A Participant shall have the right to direct the investment of Employee Contribution to be made on his or her behalf in one or more of the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Investment Committee. An investment election with respect to Employee Contributions will be effective for all Employee Contributions made after the date of the election and will remain in effect until the Participant files a new investment election. A Participant may, at any time, elect to transfer part or all of the value of his or her Employee Contribution Account balance among the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee).

(b)

With respect to Employer Contributions that are made in L3 Stock pursuant to Section 4.9, a Participant shall have the right to transfer part or all of the his or her Employer Contribution Account balance attributable to such Employee Contributions in one or more of the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee). An investment election with respect to Employer Contributions will be effective for the Employer Contributions credited to the Participant’s Employer Contributions Account on the date the election is made. Employer Contributions that are made in L3 Stock after the date of the election will remain invested in the L3 Stock Fund until the Participant makes an election to transfer such Employer Contributions out of the L3 Stock Fund.

(c)

With respect to Employer Contributions that are not made in L3 Stock pursuant to Section 4.9, a Participant shall have the right to direct the investment of such Employer Contributions in one or more of the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Investment Committee. An investment election with respect to Employer Contributions will be effective for all of such Employer Contributions made after the date of the election and will remain in effect until the Participant files a new investment election. A Participant may, at any time, elect to transfer part or all of the value of his or her Employer Contribution Account balance among the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee).

(d)

A Participant shall have the right to direct the investment of his or her Rollover Contributions in one or more of the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Investment Committee. A separate election must be made for each Rollover Contribution. A Participant may, at any time, elect to transfer part or all of the value of his or her Rollover Contributions Account balance among the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee).

(e)

Section 9.10(c) of the Plan is amended in its entirety to read as follows:

(c)

Effective June 29, 2019		/s/ Melanie Heitkamp
Date		Melanie Heitkamp
		Senior Vice President and Chief Human Resources Officer

AVIATION COMMUNICATIONS AND SURVEILLANCE SYSTEMS

401(K) PLAN

(Restated Effective January 1, 2017)

TABLE OF CONTENTS

			Page

INTRODUCTION			1

ARTICLE I DEFINITIONS			2
	1.1	Account	2
	1.2	Affiliate	2
	1.3	After-Tax Contributions	2
	1.4	After-Tax Contribution Account	2
	1.5	Beneficiary	2
	1.6	Board of Managers	2
	1.7	Catch-Up Contributions	3
	1.8	Catch-Up Contribution Account	3
	1.9	Code	3
	1.10	Committee	3
	1.11	Compensation	3
	1.12	Employee	3
	1.13	Employee Contributions	4
	1.14	Employee Contribution Account	4
	1.15	Employer	4
	1.16	ERISA	4
	1.17	Former Participant	4
	1.18	Highly Compensated Employee	4
	1.19	Hour of Service	4
	1.20	Investment Fund	6
	1.21	L3 Stock	6
	1.22	L3 Stock Fund	6
	1.23	Matching Contributions	6
	1.24	Matching Contribution Account	6
	1.25	Non-Covered Status	6
	1.26	Non-Highly Compensated Employee	6
	1.27	Normal Retirement Date	6
	1.28	Participant	6
	1.29	Period of Service	6
	1.30	Period of Severance	6
	1.31	Plan	6
	1.32	Plan Year	6
	1.33	Pre-Tax Contributions	6
	1.34	Pre-Tax Contribution Account	6
	1.35	Prior Plan	6
	1.36	Recordkeeper	7
	1.37	Rollover Contributions	7
	1.38	Rollover Contribution Account	7
	1.39	Service	7
	1.40	Severance from Service Date	7

	1.41	Termination of Employment	7
	1.42	Total Disability	7
	1.43	Trust or Trust Fund	7
	1.44	Trust Agreement	7
	1.45	Trustee	7
	1.46	Valuation Date	7

ARTICLE II ADMINISTRATION			8
	2.1	Committee	8
	2.2	Discretionary Power to Interpret and Administer the Plan	8
	2.3	General Provisions	8
	2.4	Power to Execute Plan and Government Documents	9
	2.5	Claims Procedure	9
	2.6	Indemnification	9

ARTICLE III PARTICIPATION			10
	3.1	General Conditions of Eligibility	10
	3.2	Election to Participate	10
	3.3	Transfer to Non-Covered Status	10
	3.4	Eligibility upon Re-employment	10
	3.5	Service Under Elapsed Time Method	10
	3.6	Qualified Military Service	11
	3.7	FMLA	11

ARTICLE IV CONTRIBUTIONS			12
	4.1	Pre-Tax Contributions	12
	4.2	After-Tax Contributions	14
	4.3	Catch-Up Contributions	14
	4.4	Matching Contributions	14
	4.5	Rollover Contributions	15
	4.6	Suspension of Contributions Upon Transfer to Non-Covered Status	15
	4.7	Timing of Contributions to Trust	15
	4.8	Method by Which Contributions are Made to the Trust	15
	4.9	Qualified Non-Elective Contributions	16

ARTICLE V LIMITATIONS ON CONTRIBUTIONS			17
	5.1	Suspension of Contributions Upon Reaching the Savings Maximum	17
	5.2	Return of Excess Deferrals	17
	5.3	Section 401(k) Limit on Pre-Tax Contributions	18
	5.4	Section 401(m) Limit on Matching Contributions	19
	5.5	Annual Additions Limit	21

ARTICLE VI PARTICIPANTS’ ACCOUNTS			24
	6.1	Establishment of Accounts	24
	6.2	Accounts In Investment Funds	24
	6.3	How Accounts are Valued	24

ARTICLE VII INVESTMENT OF CONTRIBUTIONS; TRANSFERS BETWEEN FUNDS			25
	7.1	Participant Directed Investments	25
	7.2	Limitation or Suspension of Transaction and Limitation of Daily Securities Trading	26

ARTICLE VIII VESTING			27
	8.1	Full Vesting in Employee Contribution Accounts	27
	8.2	Vesting in Employer Contribution Accounts	27
	8.3	Forfeitures	27

ARTICLE IX WITHDRAWALS PRIOR TO TERMINATION OF SERVICE; LOANS			29
	9.1	Withdrawals	29
	9.2	Withdrawal of After-Tax Contributions	29
	9.3	Withdrawal of Rollover Contribution Account	29
	9.4	Withdrawal of Vested Matching Contribution Account	29
	9.5	Withdrawal of Pre-Tax Contributions	29
	9.6	Hardship Withdrawals	29
	9.7	Withdrawal of Catch-Up Contributions	31
	9.8	Withdrawal Pro-Rata from Investment Funds	31
	9.9	Timing of Withdrawal Payments	31
	9.10	Loans	31

ARTICLE X DISTRIBUTIONS			33
	10.1	Payment Upon Termination of Employment	33
	10.2	Cash-Out	33
	10.3	Application for Benefits	33
	10.4	General Rules	33
	10.5	Consent for Early Distributions	34
	10.6	Direct Rollover	34
	10.7	Distributions in Cash or Stock	35
	10.8	Minimum Required Distributions	35

ARTICLE XI SPECIAL TOP-HEAVY PROVISIONS			39
	11.1	Top-Heavy Rules	39
	11.2	Definitions	39
	11.3	Minimum Contribution	41

ARTICLE XII FUNDING OF THE SAVINGS PLAN; TRUST FUND			42
	12.1	Trust Agreement	42
	12.2	Income on Funds	42
	12.3	Exclusive Benefit of Trust Fund	42
	12.4	Mistake of Fact	42
	12.5	Contributions Disallowed by Code	42

ARTICLE XIII AMENDMENT AND TERMINATION			43
	13.1	Plan Amendments	43
	13.2	Plan Termination; Discontinuance of Contributions	43

iii

	13.3	Vesting on Plan Termination	43
	13.4	Distributions on Plan Termination	43

ARTICLE XIV GENERAL PROVISIONS			44
	14.1	No Contract of Employment	44
	14.2	Payments Solely from Trust Fund	44
	14.3	Incompetency	44
	14.4	Alienation and QDROs	44
	14.5	Notice to the Committee	45
	14.6	Mergers and Transfers	45
	14.7	Fiduciaries	45
	14.8	Plans Shall Comply with Law; Choice of Law	45
	14.9	ERISA 404(c)	45
	14.10	Gender	45
	14.11	Deemed Distributions of Unvested Amounts	45
	14.12	Headings	46
	14.13	Missing Payees	46
	14.14	Changes in Vesting Schedule	46
	14.15	Tax Withholding	46
	14.16	Common Trust Funds	46

INTRODUCTION

On June 1, 2001, Aviation Communications and Surveillance Systems, LLC (the “Employer”) adopted this Aviation Communication and Surveillance Systems 401(k) Plan (the “Plan”) to provide retirement benefits to certain of its employees.

The Plan is amended and restated effective January 1, 2017. The terms of this amended and restated Plan apply to Participants whose employment with the Employer terminates on or after January 1, 2017. Participants whose employment with the Employer terminates prior to January 1, 2017 are entitled to benefits under the terms of the Plan that are in effect on their employment termination date, provided, however, that the lump sum distribution options described in Section 10.2 of this restated Plan shall apply to such Participants.

The benefits payable to or on behalf of a Participant in accordance with the provisions of this restated Plan shall not be affected by the terms of any amendment to the Plan adopted after such Participant’s employment terminates, unless the amendment expressly provides otherwise.

The Plan is intended to be qualified under Section 401 of the Internal Revenue Code of 1986, as amended (the “Code”) and its Trust is intended to be tax-exempt under Code Section 501. Participants are entitled to receive benefits in accordance with the terms of the Plan in effect on the date they terminate employment or retire.

ARTICLE I
DEFINITIONS

As used in this Plan, the following terms shall have the meanings set forth herein.

1.1	Account means the individual account or accounts established for a Participant to record contributions, as adjusted for gains, including earnings, and losses.

1.2

Affiliate means the Employer and any entity which is required to be aggregated with the Employer for purposes of the controlled group rules of Code Section 414(b), the common control rules of Code Section 414(c), the affiliated service group rules of Code Section 414(m), or the rules of Code Section 414(o), and, solely for purposes of applying the rules under Section 5.5, the rules of Code Section 415(h), subject to the rules of Code Section 415(h).

1.3	After-Tax Contributions means contributions made pursuant to Section 4.2 of the Plan by a Participant on an after-tax basis.

1.4	After-Tax Contribution Account means the Account established for a Participant to record After-Tax Contributions, as adjusted for gains, including earnings, and losses.

1.5

Beneficiary means the Participant’s beneficiary, as designated by the Participant by providing a designation to the Recordkeeper. Such designation may be revoked or changed by providing notice to the Recordkeeper. A designation or change of beneficiary designation shall be delivered to the Recordkeeper in accordance with the Plan’s written administrative procedures. If upon the death of the Participant there is no properly designated beneficiary then living, “Beneficiary” shall mean the first surviving class of the following classes of beneficiaries: (a) the Participant’s surviving spouse, (b) the Participant’s surviving children per stirpes (excluding stepchildren but including adopted children), and (c) the Participant’s estate. Notwithstanding the foregoing, for a Participant who is legally married, “Beneficiary” shall be the Participant’s legal spouse at the time of death unless the Participant designates another beneficiary with the written consent of the Participant’s spouse, which consent acknowledges the specific non-spouse beneficiary, and is given in accordance with the provisions of the Code. Such consent shall not be valid if the Participant subsequently changes his or her beneficiary designation unless the consent form states that the Participant may subsequently change the beneficiary. As required by the context of the Plan, the term “Beneficiary” shall include alternate payees, as defined in Code Section 414(p).

If a married Participant designated his or her spouse as Beneficiary and the Plan is provided with written proof of a subsequent legal divorce with such spouse, his or her ex-spouse shall be deemed to have predeceased the Participant for purposes of this Beneficiary designation except to the extent an applicable court order provides that death benefits are payable to the ex-spouse.

1.6	Board of Managers means the Board of Managers of the Employer.

1.7

Catch-Up Contributions mean the contributions made by an Employer at the election of a Participant under Section 4.3, which contributions meet the requirements of, and are described in, Section 414(v) of the Code. Such Catch-up Contributions shall not be taken into account for purposes of the Plan provisions implementing the limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the Plan provisions implementing the requirements of Section 401(a)(4), 401(k)(3), 401(k)(11), 410(b) or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions.

1.8	Catch-Up Contribution Account means the Account established for a Participant to record Catch-Up Contributions, as adjusted for gains, including earnings, and losses.

1.9	Code means the Internal Revenue Code of 1986, as amended from time to time, and all appropriate regulations and administrative guidance.

1.10	Committee means the Benefit Plan Committee, which administers the Plan in accordance with ARTICLE II of the Plan.

1.11

Compensation for a Plan Year means the cash remuneration that is paid to the Participant by the Employer during the Plan Year and includible in gross income, including regular earnings; commissions; overtime pay; regular vacation pay; fringe benefits; Code Sections 125 and 132(f)(4) elective payroll deduction contributions; and elective employee deferrals or contributions made under this Plan or any other qualified retirement plan during the Plan Year. However, the following items are excluded: all bonuses, incentive compensation, all termination incentive or severance payments; lump sum vacation allowances; stock options (either upon their grant or execution); imputed income from life insurance; distributions from any employer qualified retirement plan or welfare plan; employer contributions to any qualified retirement plan or welfare plan; deferred compensation; employee deferrals or contributions under any nonqualified deferred compensation plan; any reimbursed expenses such as relocation expenses and educational expenses; and referral awards. Compensation taken into account under the Plan for any Plan Year for any Participant shall not exceed $200,000, as adjusted from time to time in accordance with Section 401(a)(17) of the Code. Any increase in the Section 401(a)(17) limit shall not apply to years preceding the first year for which the increase is effective. Solely for purposes of the nondiscrimination rules and top-heavy rules of Sections 5.3, 5.4 and 11.2, Compensation shall mean any definition of compensation permitted in Section 414(q)(7) of the Code.

For purposes of determining the amount of any contributions to this Plan, Compensation shall not include stock-based compensation (whether settled in cash or stock) or discretionary cash appreciation awards. For the avoidance of doubt, stock-based compensation includes cash payments made as dividend equivalents on stock-based awards, and cash payments earned as a result of stock price appreciation or total shareholder returns (whether on a relative or absolute basis).

1.12

Employee means any person who is a common-law employee of the Employer, but excluding any individual who is (a) an independent contractor, (b) a person included in a unit of employees covered by a collective bargaining agreement which does not expressly provide for such person’s participation in the Plan, (c) an employee with no U.S. source income, and (d) a “leased employee” within the meaning of Code Section 414(n). The Employer’s classification of a person at the time services are performed by such person shall be conclusive. Reclassification of a person’s status with the Employer, for any reason, without reason to whether it is initiated by a court, governmental agency or otherwise, and without regard to whether or not the Employer agrees to such reclassification, either retroactively or prospectively, shall not result in the person being regarded as an Employee during such time.

1.13	Employee Contributions means a Participant’s Pre-Tax Contributions, After-Tax Contributions, Catch-Up Contributions and Rollover Contributions.

1.14	Employee Contribution Account means the Pre-Tax Contribution Account, After-Tax Contribution Account, Catch-Up Contribution Account and Rollover Contribution Account.

1.15	Employer means Aviation Communications and Surveillance Systems, LLC.

1.16	ERISA means the Employee Retirement Income Security Act of 1974, as amended, and all appropriate regulations and administrative guidance.

1.17	Former Participant means an individual who is not an Employee but has an Account balance under the Plan.

1.18	Highly Compensated Employee means an Employee who is employed by the Employer during the determination year and is described in one or more of the following groups:

(a)

An Employee who was a five-percent owner (as defined in Section 416(i)(1)(iii) of the Code) at any time during the determination year or the look-back year (as described in Treas. Reg. §1.414(q)-1T).

(b)

An Employee who received compensation in excess of $80,000 (or such higher amount as may be established from time to time by the Internal Revenue Service) during the look-back year.

For purposes of the definition of “Highly Compensated Employee,” the “determination year” is the Plan Year for which the determination of who is highly compensated is being made and the “look back year” is the Plan Year immediately preceding the determination year. “Compensation” for this purpose is defined within the meaning of Section 415(c)(3) of the Code and includes elective or salary reduction contributions to a cafeteria plan or a cash or deferred arrangement. Employers aggregated under Section 414(b), (c), (m) or (o) are treated as a single employer.

1.19	Hour of Service means:

(a)

Each hour for which the Employee is paid, or entitled to payment, directly or indirectly, from an Employer or an Affiliate;

(b)

Each hour for which back pay, irrespective of mitigation of damages, is awarded to the Employee or agreed to by an Employer or an Affiliate;

(c)

Each hour for which an Employee is paid or entitled to payment by an Employer or an Affiliate on account of a period of time during which no duties are performed due to vacation, holiday, illness, incapacity (including disability), lay-off, jury duty, military duty or leave of absence. An Hour of Service for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which the Employee performed no duties, shall not be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with any applicable worker’s compensation, disability insurance, or unemployment compensation law. Hours of Service also shall not be credited for a payment which solely reimburses the Employee for medical or medically related expenses incurred by the Employee. Not more than 501 Hours of Service shall be credited under this subsection to the Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single Computation Period).

(d)

Hours of Service performed for the Employer as a “leased employee,” as defined in Section 414(n) of the Code, shall be taken into account for eligibility and vesting purposes only.

(e)

(f)

(g)

The same Hours of Service shall not be credited more than once under subsections (a), (b), (c) or (d) above. The determination of Hours of Service for reasons other than the performance of duties shall be made in accordance with the provisions of Labor Department Regulations, 29 C.F.R. § 2530.200b-2(b), and Hours of Service shall be credited to computation periods in accordance with the provisions of Labor Department Regulations, 29 C.F.R. § 2530.200b-2(c).

1.20	Investment Fund means the investment funds offered under the Plan, which may be changed by the Committee from time to time without formal plan amendment.

1.21	L3 Stock means the Class A common stock of L3 Technologies , Inc.

1.22	L3 Stock Fund means the Investment Fund that consists of L3 Stock.

1.23	Matching Contributions means the Employer’s contributions made pursuant to Section 4.4 of the Plan on behalf of Participants who make Pre-Tax Contributions and After-Tax Contributions.

1.24	Matching Contribution Account means the Account established for a Participant to record Matching Contributions, as adjusted for gains, including earnings, and losses.

1.25	Non-Covered Status means a Participant’s change of employment status while remaining an employee of the Employer such that he is no longer an Employee as defined in the Plan.

1.26	Non-Highly Compensated Employee means any Employee or former Employee who is not a Highly Compensated Employee.

1.27	Normal Retirement Date means the Participant’s 65th birthday.

1.28	Participant means an Employee who has elected to participate in the Plan.

1.29	Period of Service is defined in Section 3.5(a).

1.30	Period of Severance is defined in Section 3.5(c).

1.31	Plan means this Aviation Communications and Surveillance Systems 401(k) Plan, as amended from time to time.

1.32	Plan Year means the calendar year.

1.33	Pre-Tax Contributions means a Participant’s elective deferrals, as described in Section 402(g)(3) of the Code and made pursuant to Section 4.1 of the Plan.

1.34	Pre-Tax Contribution Account means the Account established for a Participant to record Pre-Tax Contributions, as adjusted for gains, including earnings, and losses.

1.35	Prior Plan means the L-3 Communications Master Savings Plan as in effect on May 31, 2001.

1.36	Recordkeeper means the third party recordkeeper for the Plan.

1.37	Rollover Contributions means the contributions made by an Employee in cash of an amount described in and subject to the provisions of Sections 401(a)(31), 402, 403 or 408 of the Code.

1.38	Rollover Contribution Account means the Account established for a Participant to record Rollover Contributions, as adjusted for gains, including earnings, and losses.

1.39

Service means the period for which the Employee is paid or is entitled to payment, subject to the rules and restrictions of ARTICLE III, for the performance of duties for an Employer, and, solely for purposes of eligibility and vesting, for an Employer and an Affiliate. Service includes an Employee’s service credited under the Prior Plan for purposes of eligibility and vesting.

1.40	Severance from Service Date is defined in Section 3.5(b).

1.41	Termination of Employment means a severance from employment within the meaning of Section 401(k)(2)(B) of the Code.

1.42	Total Disability means a Participant is totally and permanently disabled as determined under the Employer’s administrative and payroll procedures.

1.43	Trust or Trust Fund means the fund held by the Trustee to which contributions to the Plan shall be made and out of which withdrawals and distributions under the Plan shall be paid.

1.44	Trust Agreement means the Trust Agreement pursuant to which the Plan is funded, as in effect from time to time. The Trust Agreement is incorporated by reference into, and is fully a part of, the Plan.

1.45	Trustee means the trustee at any time acting under the Trust Agreement.

1.46	Valuation Date means the end of each business day.

ARTICLE II
ADMINISTRATION

2.1	Committee . The Committee shall consist of members appointed by the Board of Managers to serve at its pleasure. Any member of the Committee may resign by delivering his written resignation to the General Counsel of the Employer.

2.2	Discretionary Power to Interpret and Administer the Plan

(a)

(b)

(c)

Each member of the Committee may delegate committee responsibilities among the Employer’s directors, officers or employees, and may consult with and hire outside experts.

(d)

Employees of the Employer or an Affiliate who are human resources personnel or benefits representatives shall, under the authority of the Committee, perform the routine administration of the Plan, such as distributing and collecting forms, creating rules and procedures, and providing information about Plan procedures.

(e)

2.3	General Provisions

(a)

(b)

(c)

The Committee may employ counsel and other agents and may procure such clerical, accounting and other services as they may require in carrying out the provisions of the Plan.

(d)

No member of the Committee shall receive any compensation for his or her services as such.

(e)

All expenses of administering the Plan, including, but not limited to, fees of accountants and counsel, shall be paid from the Trust Fund except to the extent paid by the Employer.

(f)

For purposes of ERISA, the Employer shall be the “Named Fiduciary” and the “Plan Administrator” and is hereby designated as agent for service of legal process for the Plan. The Employer may delegate any and all of its responsibilities as Named Fiduciary and as Plan Administrator among its officers and employees and the employees of L3 Technologies, Inc. with which the Employer is conducting business in the form of a joint venture and may consult with and hire outside experts.

2.4	Power to Execute Plan and Government Documents . Any appointed Vice President of the Employer shall have the authority to execute governmental filings or other documents relating to the Plan, or the Employer may delegate this authority to another officer or employee of the Employer.

2.5	Claims Procedure

(a)

(b)

2.6

Indemnification . To the fullest extent permitted by law, the Employer agrees to indemnify, to defend, and hold harmless the members of the Committee, individually and collectively, against any liability whatsoever for any action taken or omitted by them in good faith in connection with the Plan or their duties hereunder and for any expenses or losses for which they may become liable as a result of any such actions or non-actions unless resultant from their own gross negligence or willful misconduct as determined by the Board of Managers, and the Employer shall purchase insurance for the Committee to cover any of their potential liabilities with regard to the Plan and Trust.

ARTICLE III
PARTICIPATION

3.1	General Conditions of Eligibility

(a)

Each Employee shall be eligible to participate in the Plan immediately.

(b)

An Employee shall be eligible to participate in the Plan only during those periods during which the Employee is in the Service of an Employer.

(c)

3.2	Election to Participate . Each Employee shall become a Participant only upon making proper electronic application in accordance with procedures established by the Committee and the Recordkeeper.

3.3	Transfer to Non-Covered Status . In the event a Participant is transferred to Non-Covered Status, no further contributions shall be made on behalf of the Participant. The Participant shall continue to receive vesting credit under the Plan for service in Non-Covered Status.

3.4	Eligibility upon Re-employment . A Participant who terminates employment with the Employer and is reemployed by any Employer shall again become a Participant as of the date on which he or she again becomes an Employee, provided he or she makes proper application.

3.5	Service Under Elapsed Time Method

(a)

(b)

(c)

(d)

3.6

Qualified Military Service . Notwithstanding any provision of this Plan to the contrary, contributions, benefits, and service credit with respect to “qualified military service,” as defined in Code Section 414(u)(5), will be provided in accordance with Code Section 414(u). In the case of a Participant who dies while performing qualified military service, the survivors of the Participant are entitled to any additional benefits because of death, including vesting and survivor benefits contingent on termination of employment (but not benefit accruals relating to the period of qualified military service), that would have been provided under the Plan had the Participant resumed employment and then terminated employment on account of death. An individual receiving a “differential wage payment,” as defined in Section 3401(h) of the Code, is treated as an employee of the Employer making the payment and the differential wage payment is treated as compensation for purposes of Code requirements applicable to the Plan.

3.7	FMLA . To the extent required by the Family Medical Leave Act of 1993, 29 U.S.C. § 2601 et al., Service shall include any period for which an Employee is regularly scheduled to work but is absent for a family or medical leave of absence.

ARTICLE IV
CONTRIBUTIONS

4.1	Pre-Tax Contributions

(a)

A Participant who is a Non-Highly Compensated Employee may elect to have Pre-Tax Contributions deducted from his or her Compensation for each pay period in an amount elected by the Participant, which may be equal to any whole percentage of the Participant’s Compensation for each such pay period not to exceed 25 percent of his or her Compensation (or such other percentage as may be designated by the Employer, in writing, without formal plan amendment). A Participant who is a Highly Compensated Employee may elect to have Pre-Tax Contributions deducted from his or her Compensation for each pay period in an amount elected by the Participant, which may be equal to any whole percentage of the Participant’s Compensation for each such pay period not to exceed 6 percent of his or her Compensation (or such other percentage as may be designated by the Employer, in writing, without formal plan amendment).

(b)

A Participant may change the amount of, or suspend, his or her Pre-Tax Contributions as of any date.

(c)

A Participant who has suspended his or her Pre-Tax Contribution may resume making Pre-Tax Contributions as of any date after such suspension.

(d)

(e)

An Employee who has satisfied the eligibility requirements of Section 3.1 (an “Eligible Employee”) and whose date of hire is on or after July 1, 2008 will be deemed to have elected that a Pre-Tax Contribution of three percent of the Eligible Employee’s Compensation be deducted from the Eligible Employee’s Compensation for each payroll period starting on or after the 60th day following such date of hire and credited to the Eligible Employee’s Pre-Tax Contribution Account, subject to the following conditions and requirements:

(1)

(2)

(3)

(4)

(5)

(6)

4.2

After-Tax Contributions . A Participant who is a Non-Highly Compensated Employee may elect to have After-Tax Contributions deducted from his or her Compensation for each pay period in an amount elected by the Participant, which may be equal to any whole percentage of the Participant’s Compensation for each such pay period not to exceed 25 percent of his or her Compensation (or such other percentage as may be designated by the Employer, in writing, without formal plan amendment) less the amount of the Participant’s Pre-Tax Contributions for such pay period. A Participant who is a Highly Compensated Employee may elect to have After-Tax Contributions deducted from his or her Compensation for each pay period in an amount elected by the Participant, which may be equal to any whole percentage of the Participant’s Compensation for each such pay period not to exceed 6 percent of his or her Compensation (or such other percentage as may be designated by the Employer, in writing, without formal plan amendment), less the amount of the Participant’s Pre-Tax Contributions for such pay period. An election to make After-Tax Contributions shall be made in accordance with procedures established by the Committee and the Recordkeeper, and shall be effective as soon as administratively feasible after receipt by the Recordkeeper.

4.3

Catch-Up Contributions . A Participant who is at least age 50 by December 31 of a calendar year may elect to have Catch-Up Contributions deducted from his or her Compensation in an amount elected by the Participant, which may be equal to any whole percentage not to exceed the 50 percent of his or her Compensation for a pay period (or such other percentage as may be designated by the Employer, in writing, without formal plan amendment). An election to make Catch-Up Contributions will be subject to the rules of Sections 4.1(b), (c) and (d).

4.4	Matching Contributions

(a)

Less Than A Five Year Period of Service . With respect to an eligible Participant who has a Period of Service of less than five years and who makes Pre-Tax Contributions, After-Tax Contributions or Catch-Up Contributions for a payroll period, the Employer shall make a Matching Contribution in an amount equal to 50 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions up to 8 percent of Compensation for the payroll period and an additional Matching Contribution in an amount equal to 50 percent of the Participant’s Catch-Up Contributions up to 8 percent of Compensation for the payroll period.

(b)

At Least A Five Year Period of Service . With respect to an eligible Participant who has a Period of Service of at least five years and who makes Pre-Tax Contributions, After-Tax Contributions or Catch-Up Contributions for a payroll period, the Employer shall make a Matching Contribution in an amount equal to 100 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions up to 8 percent of Compensation for the payroll period and an additional Matching Contribution in an amount equal to 100 percent of the Participant’s Catch-Up Contributions up to 8 percent of Compensation for the payroll period.

(c)

Employees hired on or after July 1, 2007 . With respect to an eligible Participant whose employment with the Employer begins on or after July 1, 2007, and who makes Pre-Tax Contributions or After-Tax Contributions for a payroll period, the Employer shall make a Matching Contribution in an amount equal to 75 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions up to 8 percent of Compensation for the payroll period for the first five years of Service and 100 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions up to 8 percent of Compensation for the payroll period for all subsequent years of Service.

4.5

Rollover Contributions . An Employee may make a Rollover Contribution at any time regardless of whether the Employee has met the eligibility requirements and regardless of whether the Employee has elected to make Pre-Tax Contributions or After-Tax Contributions. A Rollover Contribution shall be paid to the Trustee in cash. The Committee shall develop such procedures and require such information from an individual desiring to make a Rollover Contribution as it deems necessary or desirable to determine that the proposed contribution will meet the requirements for a Rollover Contribution as set forth in the Plan and the Code, and for the return of Rollover Contributions, and the earnings and losses thereon, which have been determined to have been invalidly made.

4.6	Suspension of Contributions Upon Transfer to Non-Covered Status . In the event a Participant is transferred to Non-Covered Status, the Participant shall become a Former Participant and his or her Employee Contributions, if any, shall be automatically suspended as of the date of such transfer.

4.7	Timing of Contributions to Trust

(a)

The Employer shall pay to the Trust an amount equal to the Participants’ Employee Contributions as soon as practicable after such amounts are deducted from their remuneration, but not later than required under applicable law.

(b)

The Employer shall pay to the Trust an amount equal to the Matching no later than the time prescribed by law for filing the Employer’s Federal income tax return, including extensions, for the year for which the contributions are made.

(c)

Employee Contributions shall be made in cash.

4.8	Method by Which Contributions are Made to the Trust . Matching Contributions shall be made in shares of L3 Stock. Employee Contributions shall be made in cash.

4.9	Qualified Non-Elective Contributions

(a)

(b)

(c)

ARTICLE V
LIMITATIONS ON CONTRIBUTIONS

5.1	Suspension of Contributions Upon Reaching the Savings Maximum

(a)

(b)

5.2

Return of Excess Deferrals . If the aggregate of the Participant’s Pre-Tax Contributions or Catch-Up Contributions to this Plan and any other plan to which the Participant makes elective deferrals as defined in Section 402(g)(3) of the Code for any Plan Year exceeds the maximum amount permitted under Section 402(g) or 414(v) of the Code for such Plan Year , the Participant may notify the Recordkeeper no later than the date established by the Recordkeeper of the amount of the excess deferrals to be assigned to the Plan. If there are excess deferrals that arise by taking into account only those Pre-Tax Contributions or Catch-Up Contributions to this Plan, the Participant shall be deemed to have notified the Recordkeeper of such excess deferrals. Upon receipt of such notice (or deemed notice), the Recordkeeper shall cause an amount of Pre-Tax Contributions or Catch-Up Contributions equal to the excess deferrals allocated to the Plan and the income allocable thereto to be distributed to such Participant prior to April 15 of such following Plan Year. Pre-Tax Contributions or Catch-Up Contributions for which the Employer does not makes a Matching Contribution shall be returned before Pre-Tax Contributions for which a Matching Contribution has been made. Excess deferrals to be distributed for a taxable year will be reduced by excess contributions previously distributed under Section 5.3(b) for the Plan Year beginning in such taxable year. For purposes of this Section, the term “excess deferrals” with respect to Pre-Tax Contributions means a Participant’s Pre-Tax Contributions to this Plan and to a plan maintained by any other employer that, in the aggregate, exceed the maximum amount permitted under Section 402(g) of the Code. For purposes of this Section, the term “excess deferrals” with respect to Catch-Up Contributions means a Participant’s Catch-Up Contributions to the Plan and to a plan maintained by any other employer that, in the aggregate, exceed the maximum amount permitted under Section 414(v) of the Code.

5.3	Section 401(k) Limit on Pre-Tax Contributions

(a)

(1)

(2)

(3)

For the purposes of paragraphs (1) and (2) above:

(A)

(i)

the amount of Pre-Tax Contributions and Qualified Non-Elective Contributions-on behalf of each such Participant for such Plan Year (including the amount of any Excess Deferrals distributed to a Participant), to

(ii)

such Participant’s Compensation for such Plan Year.

(B)

For the purposes of the Actual Deferral Percentage test only, “Participant” means any Employee who is eligible to participate in the Plan for part or all of the applicable Plan Year.

(b)

If the limits of Section 5.3(a) are not met and the Employer does not make Qualified Non-Elective Contributions (as defined in Section 4.9(b)) for the Plan Year, any “excess contributions” for the Plan Year shall be distributed in cash to the Highly Compensated Employees on whose behalf they were paid into the Plan, no later than two and one-half months after the end of such Plan Year, if at all possible, and in any event no later than the close of such following Plan Year. The amount distributed to any such Participant shall be increased or decreased by a pro rata share of the net income or loss attributable to such “excess contributions” as determined by the Committee in accordance with applicable regulations. If such Participant’s excess contributions are invested in more than one Investment Fund, such distribution shall be made pro rata, to the extent practicable, from all such Investment Funds. For purposes of this Section 5.3(b), “excess contributions” means, with respect to any Plan Year, the excess of (1) the aggregate amount of Pre-Tax Contributions actually paid into the Plan on behalf of Highly Compensated Employees for such Plan Year, over (2) the maximum amount of such contributions permitted for such Plan Year under the limitations set forth above, determined by reducing the amount of Pre-Tax Contributions on behalf of Highly Compensated Employees in the order of their highest Actual Deferral Percentages until the requirements of Section 5.3(a) are satisfied. Excess contributions to be distributed for a taxable year will be reduced by excess deferrals previously distributed under Section 5.2 for the Plan Year beginning in such taxable year. Any Employer Matching Contributions made with respect to excess contributions shall be forfeited. Forfeitures shall be applied to reduce contributions that the Employer is required to pay into the Plan and to pay Plan expenses.

(c)	The rules of Section 401(k)(3) and Treasury Regulation Section 1.401(k)-1 are hereby incorporated by reference.

5.4	Section 401(m) Limit on Matching Contributions

(a)

The Committee shall determine, during and as of the end of each Plan Year, the Contribution Percentage relevant for purposes of this Section, based on the actual and projected rate for each Participant of his or her Compensation, Matching Contributions, and After-Tax Contributions. If, based on such determination, the Committee concludes that a reduction in Matching Contributions or After-Tax Contributions made for any Participant is necessary or advisable in order to comply with the limitations of paragraph (1) or (2) below, it shall so notify each affected Participant. In such event, the maximum allowable Matching Contributions and After-Tax Contributions shall be reduced in accordance with the direction of the Committee.

(1)

(2)

The Actual Contribution Percentage for the group of Highly Compensated Employees is not more than the Actual Contribution Percentage for the group of Non-Highly Compensated Employees multiplied by 2.0 and is not more than 2 percentage points more than the Actual Contribution Percentage for the group of Non-Highly Compensated Employees.

(3)

For the purposes of paragraphs (1) and (2) above:

(A)

(i)

(ii)

such Participant’s Compensation, for such Plan Year.

(B)

For the purposes of the Actual Contribution Percentage test only, “Participant” means any Employee who is eligible to participate in the Plan for part or all of the applicable Plan Year.

(b)

If the limits of Section 5.4(a) are not met and the Employer does not make Qualified Matching Contributions for the Plan Year (as defined in Section 4.9(c)), any “excess aggregate contributions” for the Plan Year shall be distributed in cash to the Highly Compensated Employees on whose behalf they were paid into the Plan, no later than two and one-half months after the end of such Plan Year, if at all possible, and in any event no later than the close of such following Plan Year. The amount distributed to any such Participant shall be increased or decreased by a pro rata share of the net income or loss attributable to such “excess aggregate contributions” as determined by the Committee in accordance with applicable regulations. If such Participant’s excess aggregate contributions are invested in more than one Investment Fund, such distribution shall be made pro rata, to the extent practicable, from all such Investment Funds. For purposes of this Section 5.4(b), “excess aggregate contributions” means, with respect to any Plan Year, the excess of (1) the aggregate amount of Matching Contributions or After-Tax Contributions actually paid into the Plan on behalf of Highly Compensated Employees for such Plan Year, over (2) the maximum amount of such contributions permitted for such Plan Year under the limitations set forth above, determined by reducing the amount of Matching Contributions and After-Tax Contributions on behalf of Highly Compensated Employees in the order of their highest Actual Contribution Percentages until the requirements of Section 5.4(a) are satisfied.

(c)

The rules of Section 401(m)(2) and Treasury Regulation Section 1.401(m)-1 are hereby incorporated by reference.

5.5	Annual Additions Limit

(a)

Notwithstanding any other provision of the Plan to the contrary, the maximum amount of annual additions which may be credited to a Participant’s Accounts for any Plan Year shall not exceed the lesser of (1) $40,000 as adjusted for increases in the cost-of-living in accordance with regulations prescribed by the Secretary of Treasury; provided, however, that no such increase in the maximum dollar amount shall become effective until January 1 of the applicable calendar year and shall apply beginning with the Plan Year coincident with such calendar year); or (2) 100% (or such other percentage as determined in accordance with the Code) of the Participant’s Section 415 earnings (as defined in paragraph (c) of this Section) for such Plan Year. For the purpose of this paragraph, a Participant’s “annual additions” for any Plan Year shall mean the sum of (A) employer contributions and forfeitures allocable to a Participant under all plans (or portions thereof) maintained by an Employer or an Affiliate subject to Section 415(c) of the Code, (B) the Participant’s employee contributions under all such plans (or portions thereof), and (C) amounts described in Section 419A(d)(2) of the Code (relating to post-retirement medical benefits of key employees) or allocated to a pension plan individual medical account described in Section 415(l) of the Code, to the extent includible for purposes of Section 415(c)(2) of the Code. A Participant’s employee contributions shall be determined without regard to (i) any rollover contributions, (ii) any repayments of loans, or (iii) any prior distributions repaid upon the exercise of buy back rights. Employer and employee contributions taken into account as Annual Additions shall include “excess contributions” as defined in Section 401(k)(8)(B) of the Code, “excess aggregate contributions” as defined in Section 401(m)(6)(B) of the Code, and “excess deferrals” as described in Section 402(g) of the Code, regardless of whether such amounts are distributed or forfeited (except to the extent such “excess deferrals” are distributed to the Participant before the end of the taxable year of the Participant in which such deferrals were made).

If the Annual Addition of a Participant would exceed the limitations set forth in subsection (a), such excess Annual Addition may be corrected using any appropriate correction under the IRS Employee Plans Compliance Resolution System, or any successor thereto.

(b)

(c)

For purposes of this Section, the following terms shall have the meanings set forth below:

(1)

a Participant’s “Section 415 earnings” means wages, salaries, and fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer or an Affiliate up to, but not in excess of, the limit in Section 401(a)(17) of the Code in effect for that Plan Year (as adjusted for cost of living in accordance with that Code Section), including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, and Pre-Tax Contributions and any employee contributions made under a plan maintained by the Employer pursuant to Sections 125, 132(f)(4) or 401(k) of the Code, and excluding Employer contributions to a plan of deferred compensation which are not includible in the Participant’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the Participant, or any distributions from a plan of deferred compensation; amounts realized from the exercise of a non-qualified stock option, when restricted stock (or property) held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; amounts realized from the sale, exchange or other disposition of stock acquired under an incentive stock option; and other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity described in Section 403(b) of the Code (whether or not the amounts are actually excludible from the gross income of the Participant). Amounts under Section 125 of the Code shall include amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Section 125 of the Code only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

For purposes of the limitation under Section 415 of the Code, “Section 415 Earnings” for the limitation year shall include compensation paid by the later of 2-½ months after a Participant’s severance from employment with the Employer or an Affiliate or the end of the limitation year that includes the date of the Participant’s severance from employment with the Employer or an Affiliate, if:

(i)

the payment is regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a severance from employment, the payments would have been paid to the Participant while the Participant continued in employment with the Employer or an Affiliate; or

(ii)

the payment is for unused accrued bona fide sick, vacation or other leave that the Participant would have been able to use if employment had continued; or

(iii)

the payment is received by the Participant pursuant to a nonqualified unfunded deferred compensation plan and would have been paid at the same time if employment had continued, but only to the extent includible in gross income.

Any payments not described above shall not be considered compensation if paid after severance from employment, even if they are paid by the later of 2-½ months after the date of severance from employment or the end of the limitation year that includes the date of severance from employment, except: (a) payments to an individual who does not currently perform services for the Employer or an Affiliate by reason of qualified military service (within the meaning of Section 414(u)(1) of the Code) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer or an Affiliate rather than entering qualified military service; or (b) compensation paid to a Participant who is permanently and totally disabled, as defined in Section 22(e)(3) of the Code, provided salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period, or the Participant was not a highly compensated employee, as defined in Section 414(q) of the Code, immediately before becoming disabled.

(2)

(3)

ARTICLE VI
PARTICIPANTS’ ACCOUNTS

6.1	Establishment of Accounts . The Committee shall establish and maintain the following Accounts for each Participant to the extent applicable:

(a)

Pre-Tax Contribution Account for each Participant who makes Pre-Tax Contributions;

(b)

After-Tax Contribution Account for each Participant who makes After-Tax Contributions;

(c)

Catch-Up Contribution Account for each Participant who makes Catch-Up Contributions;

(d)

Matching Contribution Account for each Participant for whom Matching Contributions are made;

(e)

Rollover Contribution Account for each Participant who makes Rollover Contributions; and

(f)

Such other Accounts as may be necessary to record any other types of contributions made on behalf of a Participant.

6.2	Accounts In Investment Funds . A Participant’s Accounts shall be invested in the applicable Investment Funds in accordance with the provisions of ARTICLE VII.

6.3	How Accounts are Valued

(a)

The value of a Participant’s Accounts shall be determined as of the close of each Valuation Date.

(b)

ARTICLE VII
INVESTMENT OF CONTRIBUTIONS; TRANSFERS BETWEEN FUNDS

7.1	Participant Directed Investments

(a)

A Participant shall have the right to direct the investment of Employee Contributions to be made on his or her behalf in one or more of the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Committee. An investment election with respect to Employee Contributions will be effective for all Employee Contributions made after the date of the election and will remain in effect until the Participant files a new investment election. A Participant may, at any time, elect to transfer part or all of the value of his or her Employee Contribution Account balance among the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee).

(b)

With respect to Employer Contributions that are made in L3 Stock pursuant to Section 4.8, a Participant shall have the right to transfer part or all of his or her Employer Contribution Account balance attributable to such Employer Contributions in one or more of the Investment Funds (excluding a Prior Company Stock Fund) in multiples of 1% (or such greater percentage as determined by the Committee). An investment election with respect to Employer Contributions will be effective for the Employer Contributions credited to the Participant’s Employer Contributions Account on the date the election is made. Employer Contributions that are made in L3 Stock after the date of the election will remain invested in the L3 Stock Fund until the Participant makes an election to transfer such Employer Contributions out of the L3 Stock Fund.

(c)

(d)

7.2

Limitation or Suspension of Transaction and Limitation of Daily Securities Trading . Notwithstanding any other provision of this ARTICLE VII, the Employer shall, in its sole discretion, limit or suspend any or all investment fund transfers, withdrawals, distributions and loans, including subsequent investment fund transfers, withdrawals, distributions and loans elected prior to the determination of such limitation or suspension, in the event the Employer determines, in its sole discretion, that such action is in the best interest of the Plan or the Participants. The Trustee or the Investment Manager for a specific Investment Fund may, in its sole discretion, limit the daily volume of its purchases or sales of securities for the Trust.

ARTICLE VIII
VESTING

8.1	Full Vesting in Employee Contribution Accounts . A Participant shall always be 100 percent vested in his or her Employee Contribution Account.

8.2	Vesting in Employer Contribution Accounts

(a)

A Participant shall become vested in his or her Matching Contribution Account in accordance with the following schedule:

Completed Period of Service	Vested Percentage

less than 1	0%
1	20%
2	40%
3	60%
4	80%
5 or more	100%

(b)

Notwithstanding subsection (a) above, a Participant shall become 100 percent vested in such Accounts on the earlier of (1) his or her Normal Retirement Date, if the Participant is actively employed by the Employer (or an Affiliate) on that date, or (2) the date he or she terminates employment with the Employer (or an Affiliate) due to death or Total Disability.

(c)

Notwithstanding any other provision to the contrary, a Participant who is hired by the Employer on or after July 1, 2007 shall be fully vested in his or her Matching Contribution Account.

8.3	Forfeitures

(a)

(b)

(c)

Notwithstanding subsection (b), in the case of a Participant who has made a withdrawal from an Account and whose Termination of Employment occurs prior to the time the Participant is 100 percent vested in such Account, the Participant’s vested interest in such Account, determined as of the Valuation Date coincident with his or her Termination of Employment, shall be determined in accordance with the following formula:

Vested Interest = P (AB + D) – D

Where P is the vested percentage as of such Valuation Date, AB is the amount credited to the Account as of such date, and D is the amount of the prior withdrawals from the Account.

ARTICLE IX
WITHDRAWALS PRIOR TO TERMINATION OF SERVICE; LOANS

9.1	Withdrawals . A Participant may make a withdrawal from his or her Accounts by providing notice to the Recordkeeper, in accordance with the provisions of this ARTICLE IX and the procedures established by the Committee and the Recordkeeper.

9.2	Withdrawal of After-Tax Contributions . A Participant may elect to withdraw part or all of the amount credited to his or her After-Tax Contribution Account at any time.

9.3	Withdrawal of Rollover Contribution Account . A Participant who has withdrawn the maximum amount permitted under Section 9.2 may elect to withdraw part or all of the amount credited to his or her Rollover Contribution Account at any time.

9.4	Withdrawal of Vested Matching Contribution Account . A Participant who has attained age 55, and has withdrawn the maximum amount permitted under Sections 9.2 and 9.3 may withdraw all or a part of the amount credited to his or her vested Matching Contribution Account.

9.5	Withdrawal of Pre-Tax Contributions

(a)

A Participant who has attained age 59 ½ and has withdrawn the maximum amount permitted under Sections 9.2, 9.3 and 9.4 may withdraw part or all of the amount credited to his or her Pre-Tax Contribution Account.

(b)

A Participant who has not attained age 59 ½ may withdraw part or all of the amount credited to his or her Pre-Tax Contribution Account only as provided in Section 9.6.

9.6	Hardship Withdrawals

(a)

A Participant who has not attained age 59 ½ may take a hardship withdrawal of part or all of the amount credited to his or her Pre-Tax Contribution Account and Catch-Up Contributions Account (but not the earnings on Pre-Tax Contributions or Catch-Up Contributions made after December 31, 1988), but only to the extent required to relieve such financial hardship. No such withdrawal shall be permitted unless the Participant has previously or concurrently withdrawn all amounts available under Sections 9.2 through 9.4 and taken any loans available under Section 9.10. For purposes of this Section, a withdrawal is on account of “hardship” only if the distribution is made on account of an immediate and heavy financial need of the Participant, and such distribution is necessary to satisfy such financial need (including the payment of federal, state and local income taxes and penalties resulting from the hardship withdrawal). A withdrawal will be deemed to be made on account of an immediate and heavy financial need if the withdrawal is on account of:

(1)

unreimbursed expenses for medical care, as defined in Section 213(d) of the Code, incurred by the Participant, his or her spouse, children or dependents;

(2)

purchase (excluding mortgage payments) of the principal residence of the Participant;

(3)

payment of tuition, related educational fees and room and board expenses for the next 12 months of post secondary education for the Participant, his or her spouse, children or dependents;

(4)

the need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage on the Participant’s principal residence;

(5)

funeral or burial expenses for the Participant’s deceased parent, spouse, children or dependents;

(6)

expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Section 165 (determined without regard to whether such loss exceeds 10 percent of adjusted gross income); or

(7)

such other events permitted under Section 401(k) of the Code.

(b)

A withdrawal will not be treated as necessary to satisfy an immediate and heavy financial need of a Participant to the extent that the amount of the withdrawal is in excess of the amount required to relieve the financial need or to the extent such need may be satisfied from other resources reasonably available to the Participant, as shall be determined by the Committee in a uniform and nondiscriminatory manner on the basis of all the relevant facts and circumstances. A distribution will be deemed necessary to satisfy an immediate and heavy financial need of the Participant if the Committee relies on the Participant’s written representation that the need cannot be relieved:

(1)

through reimbursement or compensation by insurance or otherwise;

(2)

by reasonable liquidation of the Participant’s assets (or those of his or her spouse or minor children) to the extent such liquidation does not create a financial hardship;

(3)

by the Participant’s cessation of elective and voluntary contributions under the Plan;

(4)

by the Participant making other withdrawals or nontaxable loans from all plans in which he or she participates; or

(5)

by borrowing from commercial sources on reasonable commercial terms.

(c)

A Participant may not make any Pre-Tax Contributions, Catch-Up Contributions or After-Tax Contributions for the six-month period following receipt of the hardship distribution.

9.7	Withdrawal of Catch-Up Contributions . A Participant who has attained age 59½ and has withdrawn the maximum amount permitted under Sections 9.2, 9.3, 9.4 and 9.5 may withdraw part or all of the amount credited to his or her Catch-Up Contribution Account.

9.8	Withdrawal Pro-Rata from Investment Funds . The amount withdrawn by a Participant under this Article shall be charged on a pro rata basis against the Investment Funds in which the Accounts from which the withdrawal is made are invested.

9.9	Timing of Withdrawal Payments

(a)

(b)

In the case of a hardship withdrawal under Section 9.6 the amount withdrawn will be paid to the Participant in a lump sum in cash as soon as practicable following approval of the withdrawal.

(c)

No withdrawal of any type is available to Beneficiaries, Alternate Payees (as defined in Plan Section 14.4) or Former Participants.

9.10	Loans . A Participant may take a loan from his or her Accounts by making an application with the Recordkeeper in accordance with procedures established by the Committee and the Recordkeeper.

(a)

(b)

The minimum amount of any such loan shall be $1,000. A Participant may have one loan outstanding at any time.

(c)

(d)

(e)

(f)

A Participant who terminates employment may continue to repay any outstanding loan in accordance with procedures established by the Recordkeeper.

(g)

(h)

Loans shall not be available to Beneficiaries, Alternate Payees (as defined in Section 14.4), or Former Participants (except as required by Department of Labor regulations).

ARTICLE X
DISTRIBUTIONS

10.1	Payment Upon Termination of Employment

(a)

(b)

10.2

Cash-Out . Notwithstanding any other provision of this Plan to the contrary, if the Participant’s vested Account balance does not exceed $1,000, the vested Account balance shall be paid to the Participant in a lump sum as soon as practicable following the Participant’s Termination of Employment, or to the Participant’s Beneficiary following the Participant’s death.

10.3

Application for Benefits . Except as provided in Section 10.2, no benefits shall be paid to a Participant until an application therefor shall be made to the Committee. Each application for benefits shall be made with the Recordkeeper in accordance with procedures established by the Committee and the Recordkeeper.

10.4	General Rules . Notwithstanding any other provision of the Plan to the contrary:

(a)

(b)

Payment of benefits to a Participant shall commence no later than April 1 following (1) the year in which the Participant attains age 70 ½ or, (2) in the case of a Participant who is not a 5% owner of the Employer (or Affiliate), the year in which the Participant retires, in the minimum amount required under Section 401(a)(9) of the Code).

(c)

If the Participant dies before payment of his or her benefits commences, the Participant’s entire interest in his or her Accounts shall be paid within five year of the Participant’s death to the Participant’s Beneficiary.

(d)

Section 10.4(b) and (c) and those provisions of Section 10.8 that require the Plan to make “required minimum distributions” to participants who have attained age 70 ½ shall not apply for calendar year 2009. However, the “required beginning date” with respect to any individual shall be determined without regard to this subsection (d) for purposes of applying Section 10.4(b) and (c) and Section 10.8 for calendar years after 2009. The five-year period described in Section 10.4(c) and Section 10.8(d)(2) shall be determined without regard to 2009. This subsection (d) shall not apply to any required minimum distribution for 2008 that is permitted to be made in 2009 by reason of an individual’s required beginning date being April 1, 2009, but it shall apply to any required minimum distribution for 2009 that is permitted to be made in 2010 by reason of an individual’s required beginning date being April 1, 2010.

10.5	Consent for Early Distributions . Payment of benefits to a Participant whose vested Account balance exceeds $1,000 shall not be made prior to the Participant’s Normal Retirement Date without the written consent of the Participant.

10.6

Direct Rollover . Notwithstanding any provision of the Plan to the contrary, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee. As used in this Section, the following terms shall have the meanings set forth below:

(a)

(b)

“ Eligible Retirement Plan ” means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the Distributee’s Eligible Rollover Distribution. An eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. Effective January 1, 2008, an “Eligible Retirement Plan” shall also include a Roth IRA described in Section 408A of the Code.

(c)

10.7

Distributions in Cash or Stock . Distributions to a Participant in the form of a lump sum or installments shall be in cash, provided that, to the extent the Participant’s Account is invested in the L3 Stock Fund, the portion invested in such Investment Funds shall be distributed in the form of cash or full shares of L3 Stock, at the election of the Participant, with fractional shares paid in cash. In the absence of a Participant election, a Participant’s Account having fewer than 10 shares of L3 Stock will be distributed in cash and a Participant’s Account having 10 or more shares of L3 Stock will be distributed in full shares of such stock, with fractional shares paid in cash. Distributions to a Participant’s Beneficiary shall be in cash.

10.8	Minimum Required Distributions

(a)

General Rules

(1)

Treasury Regulations Incorporated by Reference . All distributions required under this Section will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(b)

Time and Manner of Distribution

(1)

Required Beginning Date . The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(2)

Death of Participant Before Distributions Begin . If the Participant dies before distributions begin, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subsection 10.8(b)(2) will apply as if the surviving spouse were the Participant.

(3)

(c)

Required Minimum Distributions During Participant’s Lifetime

(1)

(A)

(B)

(2)

Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death . Required minimum distributions will be determined under this subsection (c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

(d)

Required Minimum Distributions After Participant’s Death

(1)

Death On or After Date Distributions Begin

(A)

(i)

The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii)

(iii)

(B)

(2)

If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subsection 10.8(d)(2) will apply as if the surviving spouse were the Participant.

(e)

Definitions

(1)

Designated Beneficiary . The individual who is designated as the beneficiary under the Plan and is the Designated Beneficiary under Section 401(a)(9) of the Internal Revenue Code and Treas. Reg. §1.401(a)(9)–1, Q&A-4.

(2)

Distribution Calendar Year . A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under subsection 10.8(b)(2). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(3)

Life Expectancy . Life Expectancy as computed by use of the Single Life Table in Treas. Reg. §1.401(a)(9)–9.

(4)

Participant’s Account Balance . The Account Balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account Balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

(5)

Required Beginning Date . April 1 of the calendar year following the later of (A) the calendar year in which the Participant attains age 70 ½ or (B) in the case of a Participant who is not a 5% owner of the Employer, the year in which the Participant retires.

ARTICLE XI
SPECIAL TOP-HEAVY PROVISIONS

11.1	Top-Heavy Rules . In the event the Plan is or becomes Top-Heavy (as defined in Section 11.2 hereof) in any Plan Year, the provisions of this Article shall apply and shall supersede any conflicting provisions in the Plan for such Plan Year.

11.2	Definitions . As used in this Article, the following terms shall have the meanings set forth below:

(a)

“ Determination Date ” means with respect to any Plan Year the last day of the preceding Plan Year, and for the first Plan Year, the first day of such Plan Year.

(b)

“ Key Employee ” means an Employee or former Employee (including a deceased employee) of the Employer or an Affiliate who at any time during the Plan Year that includes the Determination Date was an officer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer or an Affiliate, or a 1-percent owner of the Employer or an Affiliate having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(c)

“ Non Key Employee ” means any employee who is not a Key Employee and includes an employee who is a former Key Employee.

(d)

This Plan shall be “ Top-Heavy ” for any Plan Year if the provisions of any of the following apply:

(1)

the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not part of any Required Aggregation Group of Plans or Permissive Aggregation Group of Plans;

(2)

(3)

the Plan is a part of a Required Aggregation Group of Plans and part of a Permissive Aggregation Group of Plans and the Top-Heavy Ratio for the Permissive Aggregation Group of Plans exceeds 60%.

(e)

“ Top-Heavy Ratio ” means a fraction: (1) the numerator of which is the sum of the amount credited to accounts under the Plan and any other defined contribution plan maintained by the Employer or an Affiliate which is required or permitted to be taken into account for all Key Employees and the Present Value of accrued benefits under any defined benefit plan maintained by the Employer or Affiliate which is required or permitted to be taken into account for all Key Employees, and (2) the denominator of which is the sum of the amount credited to the accounts under such defined contribution plans for all Participants and the Present Value of accrued benefits under such defined benefit plans for all Participants. In determining the Top-Heavy Ratio, a Participant’s accrued benefit in a defined benefit plan must be determined using the method uniformly used for accrual purposes for all plans of the Employer and Affiliate. If there is no such uniform method, the accrued benefit is to be determined as if it accrued not more rapidly than under the slowest rate of accrual permitted under Code Section 411(b)(1)(C).

For purposes of this definition: (A) the amount credited to accounts and the Present Value of accrued benefits shall be determined as of the last day of the most recent Plan Year that falls within or ends with the 12-month period ending on the Determination Date; (B) the amount credited to the accounts of a Participant who is a Non-Key Employee but who was a Key Employee in a prior year will be disregarded; (C) the amount credited to the accounts of any individual who has not performed services for the Employer or an Affiliate for the one-year period ending on the Determination Date shall not be taken into account; and (D) the present value of accrued benefits and the account balances of an employee as of the Determination Date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(f)

“ Required Aggregation Group of Plans ” means (1) each qualified plan of the Employer or an Affiliate (including a terminated plan) in which at least one Key Employee participates, and (2) any other qualified plan of the Employer or an Affiliate which enables a plan described in (1) to meet the requirements of Section 401(a)(4) or 410 of the Code.

(g)

“ Permissive Aggregation Group of Plans ” means the Required Aggregation Group of Plans plus any other plan or plans of the Employer or an Affiliate which, when considered as a group with the Required Aggregation Group of Plans, would continue to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

(h)

“ Present Value ” of accrued benefits under any defined benefit plan maintained by the Employer or an Affiliate shall mean an actuarial equivalent lump sum amount based on the Pension Benefit Guaranty Corporation factors and assumptions.

11.3	Minimum Contribution

(a)

Except as otherwise provided in subsection (b), for any Plan Year in which the Plan is Top-Heavy, the Employer contributions (and forfeitures) allocated on behalf of any Participant who is a Non-Key Employee (exclusive of any Pre-Tax Contributions on his behalf) shall not be less than 3% of such Participant’s Section 415 earnings (as defined in Section 5.5(c) hereof) for such Plan Year. However, should the sum of the Employer’s contributions, including Pre-Tax Contributions, and forfeitures allocated to the Account of each Key Employee for such Top-Heavy Plan Year be less than 3% of each Key Employee’s Compensation, the sum of the Employer’s contributions and forfeitures allocated to the Account of each Non-Key Employee shall be equal to the largest percentage allocated to the Account of each Key Employee. The percentage allocated to the Account of any Key Employee shall be equal to the ratio of the sum of the Employer’s contribution and forfeitures allocated on behalf of such Key Employee divided by the Compensation for such Key Employees. The minimum allocation provided for in this Section shall be determined without regard to any contribution to or benefit payable under the Social Security law and shall apply even though under other Plan provisions the Participant would not otherwise be entitled to receive an allocation or would have received a lesser allocation for the applicable Plan Year for any reason. Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) and this Section. Matching Contributions that are used to satisfy the minimum contributions requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.

(b)

The minimum allocation provided in subsection (a) shall not apply to any Participant who was not an Employee on the last day of the applicable Plan Year or to any Participant to the extent such Participant is covered under any other plan of the Employer or an Affiliate which provides for the minimum allocation of Employer contributions and/or accrual of retirement benefits.

ARTICLE XII
FUNDING OF THE SAVINGS PLAN; TRUST FUND

12.1	Trust Agreement . The Employer has established a Trust Fund to fund the benefits of the Plan.

12.2	Income on Funds

(a)

The Trust Fund shall consist of the Investment Funds.

(b)

All dividends and other income, as well as any cash received from the sale or exchange of securities, produced by each Investment Fund shall be reinvested in each such Investment Fund.

12.3	Exclusive Benefit of Trust Fund . The principal and income of the Trust Fund shall be used for the exclusive purposes of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan.

12.4	Mistake of Fact . If a contribution is made to the Plan by the Employer by reason of a mistake of fact, the Employer shall be entitled to receive a return of such contribution, without any gains and net of any losses attributable thereto within one year after the making of such contribution.

12.5

Contributions Disallowed by Code . All contributions by the Employer to the Plan are conditioned upon the deductibility of such contributions under Section 404 of the Code for the taxable year for which made, and the Employer shall be entitled to receive a return of any contribution, without any gains and net of any losses attributable thereto, to the extent its deduction is disallowed, within one year after such disallowance.

ARTICLE XIII
AMENDMENT AND TERMINATION

13.1

Plan Amendments . The Employer, by action of the Board of Managers, may at any time modify or amend the Plan, in whole or in part, provided, however, that no such amendment shall make it possible for any of the assets of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries, or cause a cut-back in Participants’ benefits under the Plan within the meaning of Section 411(d)(6) of the Code. Any such amendment shall be by an instrument in writing approved by the Board of Managers and executed by an officer who is authorized by the Employer to sign amendments to the Plan. To the extent permitted by resolution of the Board of Managers, any delegate of the Board may amend this Plan in whole or in part at any time or from time to time. Any such amendment shall be by an instrument in writing.

13.2

Plan Termination; Discontinuance of Contributions . Although the Employer intends to continue the Plan indefinitely, it may, by action of the Board of Managers, discontinue contributions under the Plan or terminate the Plan in part or in its entirety. Any action to terminate the Plan shall be by an instrument in writing executed by the Board of Managers.

13.3	Vesting on Plan Termination . As of the effective date of any termination or partial termination of, or complete discontinuance of contributions to, the Plan, all affected Participants shall become fully vested in their Accounts.

13.4

Distributions on Plan Termination . Upon termination of the Plan, all assets remaining in the Trust Fund, after payment of any expenses properly chargeable against the Trust Fund, shall be distributed to the applicable Participants or their Beneficiaries in accordance with the value of such Participants’ Accounts and in accordance with the provisions of the Plan; provided, however, that any amount allocated to a suspense account maintained pursuant to Section 415 of the Code shall be returned to the Employer.

ARTICLE XIV
GENERAL PROVISIONS

14.1	No Contract of Employment . Nothing contained in the Plan shall be construed as a contract of employment between the Employer or the Employer and any Employee, and the Plan shall not afford an Employee a right to continued employment with the Employer.

14.2	Payments Solely from Trust Fund . All benefits payable under the Plan shall be paid or provided for solely from the Trust Fund, and the Employer assumes no liability or responsibility for any Plan payment.

14.3

Incompetency . If the Committee determines that any person to whom a payment is due under the Plan is a minor or is incompetent by reason of physical or mental disability, the Committee shall have the power to cause the payments becoming due to such person to be made to another person or entity, for the benefit of the minor or incompetent, without responsibility of the Employer, the Committee or the Trustee to see to the application of such payment. Payments made pursuant to such power shall operate as a complete discharge of the Employer, the Committee, the Trustee and the Trust Fund.

14.4	Alienation and QDROs

(a)

(b)

(c)

14.5

Notice to the Committee . If any provision in the Plan describes an Employee or Beneficiary’s election, application, or notice to the Committee, then any such action shall only be effective if it is properly made under Plan procedures. Any election, application or notice required to be made shall be deemed to have been made or given on the date received by the Committee or its Recordkeeper.

14.6

Mergers and Transfers . The Board of Managers shall have the power to fully or partially merge the Plan with any other tax-qualified plan or transfer assets to, or accept assets from, any other tax-qualified plan. In the event of any merger or consolidation of the Plan with, or a transfer of the assets and liabilities of the Plan to, any other plan, each Participant shall receive a benefit under such other plan (if such other plan were terminated immediately after such merger, consolidation or transfer) which is equal to or greater than the benefit the Participant would have been entitled to receive under the Plan (if the Plan had been terminated immediately prior to such merger, consolidation or transfer).

14.7	Fiduciaries . Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan hereunder.

14.8

Plans Shall Comply with Law; Choice of Law . It is intended that the Plan hereunder conform to and meet the applicable requirements of ERISA and the Code. Except to the extent preempted by ERISA, the validity of the Plan hereunder or of any of the provisions thereof shall be determined under, and they shall be construed and administered according to, the laws of the State of New York, (including its statute of limitations and all substantive and procedural law, and without regard to its conflict of laws provisions). The illegality of any particular provision of the Plan shall not affect the other provisions thereof, but the Plan shall be construed in all respects as if such invalid provision were omitted.

14.9	ERISA 404(c) . The Plan is intended to comply with ERISA Section 404(c). Participants are solely responsible for their own investment choices.

14.10

Gender . The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly required by the context.

14.11

Deemed Distributions of Unvested Amount s . In the event of a Participant’s Termination of Employment before he or she has any vested interest in his or her Matching Contribution Account, the Participant shall be deemed to have received a distribution of his or her Matching Account balance under the Plan as of the Termination of Employment date, in the amount of the unvested portion of his or her Account. The amount of this deemed distribution shall be zero. Following this deemed distribution, the Participant shall have no remaining benefit under the Plan attributable to his or her Matching Contribution Account.

14.12

Headings . Section headings are provided only for the convenience of the reader. Section headings shall not be considered in interpreting this document.

14.13

Missing Payees . A Participant (or, if deceased, his or her Beneficiary if entitled to Benefits under the Plan) is obligated to keep the Plan Administrator informed as to his or her current address at all times. In the event that a Participant or Beneficiary or other recipient of Benefits cannot be located with reasonable efforts by the end of the second calendar year following the date when Benefits are first payable under the Plan, an amount equal to the Benefit payable may be forfeited. If the Participant or Beneficiary or other recipient of Benefits subsequently makes a claim for these forfeited Benefits, at any time, then the amount forfeited will be reinstated, without interest, and paid as soon as practicable.

14.14

Changes in Vesting Schedule . If the vesting schedule is amended in any way that directly or indirectly affects the computation of the Participant’s nonforfeitable percentage such that contributions made subsequent to the amendment will vest more slowly as a result of the amendment, or if the Plan is deemed to be amended by an automatic change to or from a Top-Heavy vesting schedule, each Participant with at least three years of Service with the Employer may elect, within a reasonable period after the adoption of the amendment or change, to have the nonforfeitable percentage computed under the vesting schedule then in effect without regard to such amendment or change. The period during which the election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the latest of:

(a)

60 days after the amendment is adopted;

(b)

60 days after the amendment becomes effective; or

(c)

60 days after the Participant is issued written notice of the amendment by the Employer or Plan Administrator.

If a vesting schedule is amended, or if the Plan is determined to be Top-Heavy, then the Participants with (i) at least one Hour of Service during the Plan Year for which the change is made and (ii) three years of Service with an Employer may elect within a reasonable period, as provided by Code Section 411(a)(10), either the new or former vesting schedule.

14.15

Tax Withholding . The Committee hereby specifically delegates to the Trustee the responsibility to be liable for income tax withholding, and to withhold the appropriate amount from any payment made from the Trust to any payee under the provisions of applicable law and regulation.

14.16

Common Trust Funds . The Plan adopts and includes the provisions of any group or common trust fund in which the Trust participates, but only as long as such group or common trust fund remains qualified under Section 401(a), and exempt from taxation under Section 501(a), of the Code in accordance with Revenue Ruling 81-100.

IN WITNESS WHEREOF, this Aviation Communications and Surveillance Systems 401(k) Plan is hereby amended and restated effective January 1, 2017.

Date:	August 22, 2017	AVIATION COMMUNICATIONS AND SURVEILLANCE SYSTEMS, LLC

		By:	/s/ Kevin L. Weiss

Title:

Corporate Vice President, Human Resources

AMENDMENT NO. 1

TO THE

AVIATION COMMUNICATIONS AND SURVEILLANCE SYSTEMS 401(K) PLAN

(Effective January 1, 2017)

WHEREAS, Aviation Communications and Surveillance Systems, LLC (the “Company”) maintains the Aviation Communications and Surveillance Systems 401(k) Plan (the “Plan”); and

WHEREAS, the Company has the authority to amend the Plan pursuant to Section 13.1 of the Plan;

WHEREAS, the Company wishes to amend the Plan;

NOW THEREFORE, the Plan is amended as follows:

1.	Section 1.11 of the Plan is amended in its entirety to read as follows effective January 1, 2018:

Compensation for a Plan Year means the cash remuneration that is paid to the Participant by the Employer during the Plan Year and includible in gross income, including regular earnings; commissions; overtime pay; regular vacation pay; fringe benefits; Code Sections 125 and 132(f)(4) elective payroll deduction contributions; performance based bonuses and elective employee deferrals or contributions made under this Plan or any other qualified retirement plan during the Plan Year. However, the following items are excluded: bonuses other than performance based bonuses, incentive compensation, all termination incentive or severance payments; lump sum vacation allowances; stock options (either upon their grant or execution); imputed income from life insurance; distributions from any employer qualified retirement plan or welfare plan; employer contributions to any qualified retirement plan or welfare plan; deferred compensation; employee deferrals or contributions under any nonqualified deferred compensation plan; any reimbursed expenses such as relocation expenses and educational expenses; and referral awards. Compensation taken into account under the Plan for any Plan Year for any Participant shall not exceed $200,000, as adjusted from time to time in accordance with Section 401(a)(17) of the Code. Any increase in the Section 401(a)(17) limit shall not apply to years preceding the first year for which the increase is effective. Solely for purposes of the nondiscrimination rules and top-heavy rules of Sections 5.3, 5.4 and 11.2, Compensation shall mean any definition of compensation permitted in Section 414(q)(7) of the Code.

2.	Section 4.4 of the Plan is amended in its entirety to read as follows effective January 1, 2019:

With respect to an eligible Participant who makes Pre-Tax Contributions or After-Tax Contributions for a payroll period, the Employer shall make a Matching Contribution in an amount equal to 75 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions up to 8 percent of Compensation for the payroll period for the first five years of Service and 100 percent of the Participant’s aggregate Pre-Tax Contributions and After-Tax Contributions up to 8 percent of Compensation for the payroll period for all subsequent years of Service. With respect to an eligible Participant who makes Catch-up Contributions for a Plan Year, the Employer shall make a Matching Contribution in an amount equal to 75 percent of the Participant’s Catch-up Contributions up to 8 percent of Compensation for the Plan Year for the first five years of Service and 100 percent of the Participant’s Catch-up Contributions up to 8 percent of Compensation for the Plan Year for all subsequent years of Service.

December 18, 2018		/s/ Melanie Heitkamp
Date		Melanie Heitkamp
		Senior Vice President and Chief Human Resources Officer

AMENDMENT NO. 2

TO THE

AVIATION COMMUNICATIONS AND SURVEILLANCE SYSTEMS 401(K) PLAN

(Effective January 1, 2017)

WHEREAS, Aviation Communications and Surveillance Systems, LLC (the “Company”) maintains the Aviation Communications and Surveillance Systems 401(k) Plan (the “Plan”); and

WHEREAS, the Company has the authority to amend the Plan pursuant to Section 13.1 of the Plan;

WHEREAS, the Company wishes to amend the Plan;

NOW THEREFORE, the Plan is amended as follows effective as of the date of the merger of Leopard Merger Sub Inc. (“Leopard”) with and into L3 Technologies, Inc. (“L3”) as contemplated by the Agreement and Plan of Merger, dated as of October 12, 2018, among L3, Harris Corporation and Leopard:

1.	Section 1.10 of the Plan is amended in its entirety to read as follows:

Committee means the L3Harris Technologies, Inc. Employee Benefits Committee, which administers the Plan in accordance with ARTICLE II of the Plan.

2.	Section 1.20 of the Plan is amended in its entirety to read as follows:

Investment Fund means the investment funds offered under the Plan, which may be changed by the Investment Committee from time to time without formal plan amendment.

3.	Section 1.21 of the Plan is amended in its entirety to read as follows:

L3 Stock means: (a) with respect to periods beginning on or after the date of the merger of Leopard Merger Sub Inc. (“Leopard”) with and into L3 Technologies, Inc. (“L3”) as contemplated by the Agreement and Plan of Merger, dated as of October 12, 2018, among L3, Harris Corporation and Leopard (the “Merger”), the common stock of L3Harris Technologies, Inc.; (b) with respect to the period beginning January 1, 2017 and ending immediately prior to the date of the Merger, the common stock of L3; and (c) with respect to periods ending on or before December 31, 2016, the common stock of L-3 Communications Holdings, Inc.

4.	Article I of the Plan is amended by the addition of the following Section 1.47 at the end thereof:

1.47 Investment Committee means the L3Harris Technologies, Inc. Investment Committee.

5.	Section 2.1 of the Plan is amended in its entirety to read as follows:

Committee . The Committee shall consist of members appointed by the most senior human resources officer of L3Harris Technologies, Inc. to serve at his or her pleasure. Any member of the Committee may resign by delivering his or her written resignation to the General Counsel of the Employer.

6.	Section 2.3(f) of the Plan is amended in its entirety to read as follows:

(a)

7.	Section 4.1(e)(1) of the Plan is amended in its entirety to read as follows:

(1)

8.	Section 7.1 of the Plan is amended in its entirety to read as follows:

7.1

Participant Directed Investments

(a)

A Participant shall have the right to direct the investment of Employee Contributions to be made on his or her behalf in one or more of the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee), provided that, if no election is in effect, or made, such amounts shall be invested in a fund that has as its objective the preservation of capital, as determined by the Investment Committee. An investment election with respect to Employee Contributions will be effective for all Employee Contributions made after the date of the election and will remain in effect until the Participant files a new investment election. A Participant may, at any time, elect to transfer part or all of the value of his or her Employee Contribution Account balance among the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee).

(b)

With respect to Employer Contributions that are made in L3 Stock pursuant to Section 4.8, a Participant shall have the right to transfer part or all of his or her Employer Contribution Account balance attributable to such Employer Contributions in one or more of the Investment Funds in multiples of 1% (or such greater percentage as determined by the Investment Committee). An investment election with respect to Employer Contributions will be effective for the Employer Contributions credited to the Participant’s Employer Contributions Account on the date the election is made. Employer Contributions that are made in L3 Stock after the date of the election will remain invested in the L3 Stock Fund until the Participant makes an election to transfer such Employer Contributions out of the L3 Stock Fund.

(c)

(d)

9.	Section 9.10(c) of the Plan is amended in its entirety to read as follows:

(c)

Effective June 29, 2019		/s/ Melanie Heitkamp
Date		Melanie Heitkamp
		Senior Vice President and Chief Human Resources Officer

Exhibit 5

L3Harris Technologies, Inc.
1025 West NASA Boulevard
Melbourne, Florida 32919

July 1, 2019

L3Harris Technologies, Inc.
1025 West NASA Boulevard
Melbourne, Florida 32919

RE:

REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), and in such capacity I, together with lawyers over whom I exercise supervision, have acted as counsel for L3Harris in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed or to be filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”), to register (i) up to 1,725,041 shares of L3Harris’s common stock, par value $1.00 per share (the “Common Stock”) which may be issuable pursuant to the L3 Technologies, Inc. Amended and Restated 2008 Long Term Performance Plan (the “Long Term Performance Plan”), (ii) up to 2,599,884 shares of Common Stock which may be issuable pursuant to the L3 Technologies, Inc. Master Savings Plan (the “Master Savings Plan”), and (iii) up to 15,513 shares of Common Stock which may be issuable pursuant to the Aviation Communications & Surveillance Systems 401(k) Plan (the “ACSS Plan”), in each case, as specified in the Registration Statement (the "Shares").

In connection therewith, I have examined such corporate records and other documents and instruments, including the Registration Statement, as I have deemed relevant and necessary to express the opinions contained herein. In the examination of such documents and instruments, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to those original documents of all documents submitted to me as certified or photostatic copies.

I am admitted to practice only in the States of New York and Florida. The opinions expressed herein are limited in all respects to the Federal laws of the United States of America and the General Corporation Law of the State of Delaware, insofar as such laws apply, and I express no opinion as to conflicts of law rules, or the laws of any states or jurisdictions, including Federal laws regulating securities or the rules or regulations of stock exchanges or any other regulatory body, other than as specified above.

Based upon and subject to the foregoing, I am of the opinion that:

1.	L3Harris is a corporation duly incorporated and validly existing under the laws of the State of Delaware.

The Shares have been duly authorized by all necessary corporate action on the part of L3Harris and, when issued and sold pursuant to and in accordance with the terms of the Long Term Performance Plan, Master Savings Plan and ACSS Plan, as the case may be, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are rendered only to L3Harris in connection with the matters addressed herein and may not be relied upon by any other person or entity or for any other purpose without my prior written consent.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Scott T. Mikuen, Esq.
Scott T. Mikuen, Esq.
Senior Vice President, General Counsel
and Secretary

Exhibit 15

ACKNOWLEDGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of L3Harris Technologies, Inc.

We are aware of the incorporation by reference in the Registration Statement (Form S-8) of L3Harris Technologies, Inc. for the registration of 4,340,438 shares of its common stock of our reports dated October 26, 2018, January 30, 2019 and May 2, 2019 relating to the unaudited condensed consolidated interim financial statements of L3Harris Technologies, Inc. (formerly known as Harris Corporation) that are included in its Forms 10-Q for the quarters ended September 28, 2018, December 28, 2018 and March 29, 2019.

/s/ Ernst & Young LLP

Orlando, Florida

July 1, 2019

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the L3 Technologies, Inc. Amended and Restated 2008 Long Term Performance Plan, L3 Technologies, Inc. Master Savings Plan and the Aviation Communications & Surveillance Systems 401(k) Plan of our report dated August 27, 2018, except for the retrospective changes for revenue and periodic pension and postretirement benefit costs described in Note 2 and the subsequent event described in Note 25, as to which the date is December 13, 2018, with respect to the consolidated financial statements and schedule of L3Harris Technologies, Inc. (formerly known as Harris Corporation) included in its Current Report on Form 8-K dated December 13, 2018, and our report dated August 27, 2018, with respect to the effectiveness of internal control over financial reporting of L3Harris Technologies, Inc. (formerly known as Harris Corporation), included in its Annual Report (Form 10-K) for the year ended June 29, 2018, both filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Orlando, Florida

July 1, 2019

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated June 19, 2019 with respect to the financial statements of Aviation Communication & Surveillance Systems 401(k) Plan included in the Annual Report on Form 11-K for the year ended December 31, 2018, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

New York, New York

July 1, 2019

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated June 19, 2019 with respect to the financial statements of L3 Technologies Master Savings Plan included in the Annual Report on Form 11-K for the year ended December 31, 2018, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

New York, New York

July 1, 2019



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

L3HARRIS TECHNOLOGIES, INC.
(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 No.)

1025 West NASA Boulevard Melbourne, Florida	32919
(Address of Principal Executive Offices)	(Zip Code)


L3 TECHNOLOGIES, INC. AMENDED AND RESTATED 2008 LONG TERM PERFORMANCE PLAN L3 TECHNOLOGIES, INC. MASTER SAVINGS PLAN AVIATION COMMUNICATIONS & SURVEILLANCE SYSTEMS 401(k) PLAN

(Full title of the plans)

Scott T. Mikuen, Esq.
Senior Vice President, General Counsel and Secretary
L3HARRIS TECHNOLOGIES, INC.
1025 West NASA Boulevard
Melbourne, Florida 32919
(Name and address of agent for service)

(321) 727-9100
(Telephone number, including area code, of agent for service)

Large accelerated filer ☒		Accelerated filer	☐
Non-accelerated filer ☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

Exhibit Number	Description

3.1	Restated Certificate of Incorporation of L3Harris Technologies, Inc. (1995), as amended.

3.2	Amended and Restated Bylaws of L3Harris Technologies, Inc., dated June 29, 2019.

4.1	Specimen stock certificate for the Registrant’s Common Stock.

4.2	L3 Technologies, Inc. Amended and Restated 2008 Long Term Performance Plan.

4.3	L3 Technologies, Inc. Master Savings Plan, as restated effective January 1, 2017, and amended by Amendment No. 1, dated December 19, 2017, Amendment No. 2, dated December 12, 2018, and Amendment No. 3, effective June 29, 2019.

4.4	Aviation Communications & Surveillance Systems 401(k) Plan, as amended and restated effective January 1, 2017, and amended by Amendment No. 1, dated December 18, 2018, and Amendment No. 2, effective June 29, 2019.

5	Opinion of Scott T. Mikuen, Esq., Senior Vice President, General Counsel and Secretary of the Registrant, as to the validity of the securities registered hereby.

15	Letter from Ernst & Young LLP regarding unaudited interim financial information.

23.1	Consent of Scott T. Mikuen, Esq. (included in Exhibit 5).

23.2	Consent of Ernst & Young LLP.

23.3	Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP.

23.4	Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP.

L3HARRIS TECHNOLOGIES, INC.

By:	/s/ William M. Brown
	William M. Brown
	Chairman and Chief Executive Officer

Signature	Title	Date

/s/ William M. Brown	Chairman and Chief Executive Officer	July 1, 2019
William M. Brown	(Principal Executive Officer)

/s/ Jesus Malave, Jr.	Senior Vice President and Chief Financial Officer	July 1, 2019
Jesus Malave, Jr.	(Principal Financial Officer)

/s/ Todd A. Taylor	Vice President and Chief Accounting Officer	July 1, 2019
Todd A. Taylor	(Principal Accounting Officer)

/s/ Christopher E. Kubasik	Vice Chairman	July 1, 2019
Christopher E. Kubasik

/s/ Sallie B. Bailey	Director	July 1, 2019
Sallie B. Bailey

/s/ Peter W. Chiarelli	Director	July 1, 2019
Peter W. Chiarelli

/s/ Thomas A. Corcoran	Director	July 1, 2019
Thomas A. Corcoran

/s/ Thomas A. Dattilo	Director	July 1, 2019
Thomas A. Dattilo

/s/ Roger B. Fradin	Director	July 1, 2019
Roger B. Fradin

/s/ Lewis Hay III	Director	July 1, 2019
Lewis Hay III

/s/ Lewis Kramer	Director	July 1, 2019
Lewis Kramer

/s/ Rita S. Lane	Director	July 1, 2019
Rita S. Lane

/s/ Robert B. Millard	Director	July 1, 2019
Robert B. Millard

/s/ Lloyd W. Newton	Director	July 1, 2019
Lloyd W. Newton

L3 TECHNOLOGIES, INC. MASTER SAVINGS PLAN AVIATION COMMUNICATIONS & SURVEILLANCE SYSTEMS 401(k) PLAN Employee Benefits Committee, as Plan Administrator



By:	/s/ James P. Girard
	James P. Girard, Chairperson