Form of Legend to be Placed on Common Stock Certificates
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement dated as of February
17, 1997, as it may be amended from time to time (the "Rights
Agreement"), between Tracor, Inc. (the "Company") and Xxxxxx Trust and
Savings Bank, as Rights Agent (the "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 will
be evidenced by separate certificates and will no longer be evidenced
by this certificate. The Rights Agent will mail to the holder of this
certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances,
as set forth in the Rights Agreement, Rights issued to any Person who
becomes an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as defined in the Rights Agreement) may become null
and void.
