[FACE OF CERTIFICATE]
This Certificate is transferable
in New York, N.Y. and Ridgefield
Park, N.J.
Exhibit 4(a)
COMMON STOCK
________________ _______________
| NUMBER | | SHARES |
|C | | |
|________________| |_______________|
INCORPORATED UNDER THE LAWS CUSIP 413875 10 5
OF THE STATE OF DELAWARE
HARRIS CORPORATION
This Certifies that
is the owner of
FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Harris Corporation (hereinafter referred to as the "Corporation") transferable
on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation, as
amended, of the Corporation (a copy of which Certificate is on file with the
Transfer Agents), to all of which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly authorized
officers.
DATED:
CORPORATE SECRETARY [SEAL] CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[REVERSE]
HARRIS CORPORATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY
OF HARRIS CORPORATION, MELBOURNE, FLORIDA 32919 OR TO THE TRANSFER AGENT NAMED
ON THE FACE OF THIS CERTIFICATE.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
<Table>
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
--------------------------------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform Gifts to Minors
JT TEN - as joint tenants with right of
survivorship and not as tenants Act
in common ----------------------------
(State)
</Table>
Additional abbreviations may also be used though not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
|_____________________________________|______________________________________
_____________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE.
_____________________________________________________________________________
_____________________________________________________________________________
_______________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________________________
_____________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated, _________________
________________________________________________
NOTICE: The signature of this assignment must
correspond with the name as written upon the
face of the certificate in every particular,
without alteration or enlargement or any change
whatever.
SIGNATURE(S) GUARANTEED: ________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Stockholder Protection Rights Agreement, dated
as of December 6, 1996, (as such may be amended from time to time, the "Rights
Agreement"), between Harris Corporation (the "Company") and Mellon Investor
Services LLC as Rights Agent, the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal executive offices
of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed, may become exercisable for securities or
assets of the Company or securities of another entity, may be exchanged for
shares of Common Stock or other securities or assets of the Company, may expire,
may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an
"Affiliate" or "Associate" thereof, as such terms are defined in the Rights
Agreement, or by any transferee of any of the foregoing) or may be evidenced by
separate certificates and may no longer be evidenced by this certificate. The
Company will mail or arrange for the mailing of a copy of the Rights Agreement
to the holder of this certificate without charge after the receipt of a written
request therefor.