Contract

Exhibit 4(m)

INSTRUMENT OF RESIGNATION OF TRUSTEE, APPOINTMENT AND ACCEPTANCE OF SUCCESSOR TRUSTEE (this “Instrument”), dated as of June 2, 2009, by and among XXXXXX CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a banking corporation duly organized and existing under the laws of the State of New York (“Resigning Trustee”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America (“Successor Trustee”).

RECITALS:

WHEREAS, the Company and Resigning Trustee entered into an Indenture dated as of September 3, 2003 (the “Indenture”; certain capitalized terms used and not otherwise defined herein having the respective meanings attributed thereto in the Indenture), providing for the issuance of debt securities from time to time;

WHEREAS, as of the date of this Instrument the following Securities are issued and outstanding under the Indenture (1) $300,000,000 in aggregate principal amount of 5% Notes due 2015 (the “5% Notes”), $300,000,000 of which were originally issued, and (2) $400,000,000 in aggregate principal amount of 5.95% Notes due 2017 (the “5.95% Notes”), $400,000,000 of which were originally issued;

WHEREAS, Section 8.10 of the Indenture provides that the Trustee may at any time resign by giving written notice of such resignation to the Company and by mailing notice of such resignation to the Holders of the then Outstanding Securities at their addresses as they appear on the Security Register;

WHEREAS, Resigning Trustee desires to resign as Trustee, Paying Agent and Security Registrar in accordance with the provisions of the Indenture;

WHEREAS, Section 8.10 of the Indenture provides that, if the Trustee shall resign, the Company, by a Board Resolution, shall promptly appoint a successor Trustee;

WHEREAS, Section 8.11 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of the predecessor trustee;

WHEREAS, the Company desires to appoint Successor Trustee as Trustee, Paying Agent and Security Registrar to succeed Resigning Trustee in such capacities under the Indenture;

WHEREAS, Successor Trustee having its principal corporate trust office at 00000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, has declared that it is qualified and eligible to serve as successor Trustee, Paying Agent and Security Registrar under the provisions of Sections 8.08 and 8.09 of the Indenture and is willing to accept such appointment as successor Trustee, Paying Agent and Security Registrar under the Indenture; and

WHEREAS, the Company has been authorized, by order of the Board of Directors to appoint The Bank of New York Mellon Trust Company, N.A. as successor Trustee, Paying Agent and Security Registrar under the Indenture and to execute and deliver this Instrument and to perform the acts to be performed by it as contemplated hereby.

NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

RESIGNING TRUSTEE

1.1 Pursuant to Section 8.10 of the Indenture, Resigning Trustee hereby notifies the Company that Resigning Trustee is hereby resigning as Trustee, Paying Agent and Security Registrar under the Indenture. The resignation of Resigning Trustee as Trustee, Paying Agent and Security Registrar under the Indenture shall become effective pursuant to Section 8.10 of the Indenture on the Effective Date (as defined in Section 5.2 hereof) following the execution, acknowledgement and delivery of a counterpart of this Instrument to the Company and to Resigning Trustee by Successor Trustee.

1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:

(a) No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver;

(b) To Resigning Trustee’s knowledge, there is no action, suit or proceeding pending or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee, Paying Agent or Security Registrar under the Indenture;

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(d) Pursuant to Section 2.04 of the Indenture, Resigning Trustee duly authenticated and delivered, on September 20, 2005, $300,000,000 in aggregate principal amount of 5% Notes due 2015, $300,000,000 of which are outstanding as of the date of this Instrument, and on December 5, 2007, $400,000,000 in aggregate principal amount of 5.95% Notes due 2017, $400,000,000 of which are outstanding as of the date of this Instrument;

(e) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon;

(f) The moneys and property being transferred to Successor Trustee do not include any moneys or property that was required to be paid to any state under an abandoned property law;

(g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature;

(h) This Instrument has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation; and

(i) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, no event has occurred and is continuing which is, or after notice or lapse of time would constitute, an Event of Default under Section 7.01 of the Indenture.

1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and all the rights, powers, duties, obligations, immunities and trusts of the Trustee under the Indenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, duties, obligations, immunities and trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Paying Agent and Security Registrar.

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THE COMPANY

2.1 The Company hereby accepts the resignation of Resigning Trustee as Trustee, Paying Agent and Security Registrar under the Indenture.

2.2 The Company, pursuant to Section 8.10 of the Indenture, hereby appoints Successor Trustee as Trustee, Paying Agent and Security Registrar under the Indenture to succeed to, and hereby vests Successor Trustee with, all the rights, powers, duties, obligations, immunities and trusts of Resigning Trustee under the Indenture, and as an office or agency where notices and demands to or upon the Company in respect of the Securities or the Indenture may be served, and for any and all other functions or duties as Trustee or such office or agency under the Indenture, all with like effect as if originally named as Trustee, Paying Agent and Security Registrar and such office under the Indenture, such appointment to take effect pursuant to Section 8.11 of the Indenture on the Effective Date following the execution, acknowledgement and delivery of a counterpart of this Instrument to the Company and to Resigning Trustee by the Successor Trustee.

2.3 The Company hereby represents and warrants to Resigning Trustee and Successor Trustee that:

(a) The Company is a corporation validly incorporated and existing pursuant to the laws of the State of Delaware;

(b) The Indenture was validly and lawfully executed and delivered by the Company and the Securities were validly issued by the Company;

(c) The Company has performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility under the Indenture;

(d) To the best of the Company’s knowledge, no event has occurred and is continuing which is, or after notice or lapse of time would constitute, an Event of Default under Section 7.01 of the Indenture;

(e) There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any governmental authority arising out of any act or omission of the Company under the Indenture;

(f) This Instrument has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation;

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(g) All conditions precedent relating to the appointment of The Bank of New York Mellon Trust Company, N.A. as successor Trustee, Paying Agent and Security Registrar under the Indenture have been complied with by the Company; and

(h) $700,000,000 in principal amount of the Securities were outstanding as of the date of this Instrument and all interest due and payable, as of the date of this Instrument, on the Securities has been duly paid by the Company.

SUCCESSOR TRUSTEE

3.1 Successor Trustee hereby represents and warrants to Resigning Trustee and to the Company that:

(a) Successor Trustee is qualified under the provisions of Section 8.08 and is eligible under the provisions of Section 8.09 of the Indenture to act as Trustee under the Indenture.

(b) This Instrument has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation.

3.2 Successor Trustee hereby accepts its appointment as successor Trustee, Paying Agent and Security Registrar under the Indenture and accepts the rights, powers, duties, obligations, immunities and trusts of Resigning Trustee as Trustee, Paying Agent and Security Registrar under the Indenture, and as an office or agency where notices and demands to or upon the Company in respect of the Securities or the Indenture may be served, and for any and all other functions or duties as Trustee or such office or agency under the Indenture, upon the terms and conditions set forth therein, and agrees to perform and exercise said rights, powers, duties, obligations, immunities and trusts upon such terms and conditions, with like effect as if originally named as Trustee, Paying Agent and Security Registrar under the Indenture.

3.3 References in the Indenture to “Corporate Trust Office” or other similar terms shall be deemed to refer to the principal corporate trust office of Successor Trustee, which is presently located at 00000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000. For purposes of Section 5.02 of the Indenture, the Successor Trustee maintains an affiliate agency in the Borough of Manhattan, the City and State of New York, located at 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000.

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NOTIFICATION TO HOLDERS AND DTC

Promptly after the signing of this Instrument, in accordance with Section 8.10 of the Indenture, the Company and Resigning Trustee, at Successor Trustee’s expense, will cause written notice of the resignation of Resigning Trustee as Trustee and the appointment of Successor Trustee as successor Trustee under the Indenture to be mailed by first class mail, postage prepaid, to the Holders of Outstanding Securities as their names and addresses appear in the Security Register, each such notice to include the name of Successor Trustee and the address of its principal corporate trust office. The form of notice referred to above shall be in substantially the form of Exhibit A annexed hereto. Successor Trustee and Resigning Trustee, at their expense, will provide the Depository Trust Company with any notices as and when required by Rule 17Ad-16 of the Securities Exchange Act of 1934, as amended.

MISCELLANEOUS

5.1 Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

5.2 This Instrument and the resignation, appointment and acceptance effected hereby shall be effective as of the opening of business on June 3, 2009 (the “Effective Date”).

5.3 Resigning Trustee hereby acknowledges payment or provision for payment in full by the Company of compensation for all services rendered by Resigning Trustee under Section 8.06 of the Indenture and reimbursement in full by the Company of the expenses, disbursements and advances incurred or made by Resigning Trustee in accordance with the provisions of the Indenture. Resigning Trustee acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any amounts due it pursuant to the provisions of Section 8.06 of the Indenture. The Company acknowledges its obligation as set forth in Section 8.06 of the Indenture to indemnify Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss, liability and expense incurred without negligence or bad faith on the part of the Resigning Trustee and arising out of or in connection with the acceptance or administration of the trust evidenced by the Indenture (which obligation shall survive the execution hereof to the extent set forth in Section 8.06 of the Indenture).

5.4 This Instrument shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in said State.

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5.5 This Instrument may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

5.6 Any notice, demand, request, or agreement in writing authorized by the Indenture or herein to be given to The Bank of New York Mellon Trust Company, N.A. as Successor Trustee, Paying Agent and Security Registrar under the Indenture shall be sufficiently given for all purposes, if delivered or mailed to 00000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000.

5.7 The Company, Resigning Trustee and Successor Trustee hereby acknowledge receipt of an executed and acknowledged counterpart of this Instrument and the effectiveness thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation of Trustee, Appointment and Acceptance of Successor Trustee to be duly executed and acknowledged and duly attested all as of the day and year first above written.


Attest:
/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Executive Assistant


XXXXXX CORPORATION
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President, Tax and Treasurer


Attest:
/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Vice President


THE BANK OF NEW YORK MELLON, as Resigning Trustee, Paying Agent and Security Registrar
By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Vice President


Attest:
/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Assistant Vice President


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Successor Trustee, Paying Agent and Security Registrar
By:	/s/ Xxxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxxx Xxxxxxxx
	Title:	Assistant Treasurer

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		)
STATE OF FLORIDA		: ss:
COUNTY OF BREVARD		)

On the 2^nd day of June, 2009, before me personally came Xxxxxxx X. Xxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Melbourne, Florida; that he is Vice President, Tax and Treasurer of XXXXXX CORPORATION, one of the corporations described in and which executed the above instrument; and that he signed his name by the authority of the Board of Directors of said corporation.



	/s/ Xxxxxxxx X. Xxxxxxx
	Notary Public

	Notary Public–State of Florida Xxxxxxxx X. Xxxxxxx Commission #00758605 Expires: Feb. 13, 2012


		)
STATE OF NEW YORK		: ss:
COUNTY OF QUEENS		)

On the 2^nd day of June, 2009, before me personally came Xxxxxx X. Xxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in New York, New York; that he is Vice President of THE BANK OF NEW YORK MELLON, one of the corporations described in and which executed the above instrument; and that he signed his name by the authority of the Board of Directors of said corporation.



	/s/ Xxxxxx X. Xxxxxxx
	Notary Public

	Notary Public, State of New York No. 00-0000000 Qualified in Queens County Commission Expires April 30, 2010


		)
STATE OF FLORIDA		: ss:
COUNTY OF XXXXX		)

On the 2^nd day of June, 2009, before me personally came Xxxxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that she resides in Jacksonville, Florida; that she is Assistant Treasurer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the above instrument; and that she signed her name by the authority of the Board of Directors of said corporation.



	/s/ Xxxxxx X. Xxxxxxx
	Notary Public

	Notary Public State of Florida Xxxxxx X. Xxxxxxx My Commission 00805384 Expires 09/29/2012

EXHIBIT A

NOTICE TO HOLDERS
OF
RESIGNATION OF TRUSTEE
AND
APPOINTMENT OF SUCCESSOR TRUSTEE

$700,000,000 SECURITIES
OF
XXXXXX CORPORATION

XXXXXX CORPORATION 5% NOTES DUE 2015: CUSIP XX. 000000 XX 0*

XXXXXX CORPORATION 5.95% NOTES DUE 2017: CUSIP NO. 413875 AK 1*

NOTICE IS HEREBY GIVEN by THE BANK OF NEW YORK MELLON (formerly know as The Bank of New York), as Trustee (“Resigning Trustee”), and XXXXXX CORPORATION (the “Company”) pursuant to the Indenture (the “Indenture”), dated as of September 3, 2003, by and between the Company and Resigning Trustee, that Resigning Trustee has resigned as Trustee, Paying Agent and Security Registrar under the Indenture.

Pursuant to the Indenture, effective as of June 3, 2009, the Company has appointed, and The Bank of New York Mellon Trust Company, N.A. (“Successor Trustee”), a corporation duly organized and existing under the laws of the United States of America, has accepted appointment to serve, as Trustee, Paying Agent and Security Registrar under the Indenture. The address of the principal corporate trust office of Successor Trustee is:

00000 Xxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000

All conditions to the resignation of Resigning Trustee and the appointment of Successor Trustee under the Indenture have been satisfied.

This notice is provided to Holders by Resigning Trustee and the Company in satisfaction of their respective obligations under Sections 8.10(a) and 8.10(e) of the Indenture.


THE BANK OF NEW YORK MELLON		HARRIS CORPORATION

Dated: June ___, 2009

* This CUSIP Number has been assigned to this issue by the CUSIP Service Bureau and is included solely for the convenience of the holders of the Notes. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP Number, nor is any representation made as to its correctness on the Notes or as indicated in this notice.

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