COMMSCOPE, INC.
                        ANNUAL INCENTIVE PLAN


         1.       Purpose

                  The  purpose  of  the  Annual  Incentive  Plan  is to  enhance
CommScope,  Inc.'s ability to attract, motivate, reward and retain employees, to
strengthen  their  commitment  to the  success of the Company and to align their
interests  with those of the  Company's  stockholders  by  providing  additional
compensation to designated  employees of the Company based on the achievement of
performance objectives.  To this end, the Annual Incentive Plan provides a means
of annually  rewarding  participants  primarily  based on the performance of the
Company and its Operating  Units and  secondarily  based on the  achievement  of
personal performance objectives.  The adoption of this Plan as it relates to the
CEO is subject to the approval of the stockholders of the Company.

         2.       Definitions

                  (a)  "Award"  shall  mean  the  incentive  award  earned  by a
Participant under the Plan for any Performance Period.

                  (b) "Base  Salary"  shall mean the  Participant's  annual base
salary actually paid by the Company and received by the  Participant  during the
applicable  Performance  Period.  Annual base salary does not include (i) Awards
under the Plan, (ii) long-term  incentive  awards,  (iii) signing bonuses or any
similar bonuses,  (iv) cash payments  received  pursuant to the Company's Profit
Sharing and Savings  Plan,  (v) imputed  income from such  programs as executive
life insurance,  or (vi) nonrecurring  earnings such as moving expenses,  and is
based on salary earnings before reductions for such items as contributions under
Section 401(k) of the Internal Revenue Code of 1986, as amended.

                  (c) "Beneficial Owner", "Beneficially Owned" and "Beneficially
                      Owning" shall have the meanings  applicable under Rule 
                      13d-3  promulgated  under the 1934 Act.

                  (d) "Board" shall mean the Board of Directors of the Company.

                  (e) " CEO"  shall  mean the  Chief  Executive  Officer  of the
                      Company.

                  (f) "Change of Control" shall mean any of the following:

                           (i)      the acquisition by any Person other than
Instrument Partners or Forstmann
Little & Co.  Subordinated Debt and Equity  Management Buyout  Partnership IV or
any of their  affiliates  (collectively,  the "Forstmann  Little  Companies") of
Beneficial  Ownership  of Voting  Securities  which,  when  added to the  Voting
Securities then Beneficially  Owned by such Person,  would result in such Person
Beneficially  Owning  (A)  33% or  more  of the  combined  Voting  Power  of the
Company's  then  outstanding  Voting  Securities,  and (B) a  number  of  Voting
Securities   greater  than  the  aggregate  number  of  Voting  Securities  then
Beneficially Owned by the Forstmann Little Companies;  provided,  however,  that
for purposes of this paragraph (i), a Person shall not be deemed to have made an
acquisition of Voting Securities if such Person:  (1) acquires Voting Securities
as a result of a stock split, stock dividend or other corporate restructuring in
which all  stockholders of the class of such Voting  Securities are treated on a
pro rata basis;  (2) acquires the Voting  Securities  directly from the Company;
(3) becomes the Beneficial  Owner of 33% or more of the combined Voting Power of
the  Company's  then  outstanding  Voting  Securities  solely as a result of the
acquisition  of Voting  Securities by the Company or any  Subsidiary  which,  by
reducing the number of Voting Securities outstanding, increases the proportional
number of  shares  Beneficially  Owned by such  Person,  provided  that if (x) a
Person would own at least such  percentage as a result of the acquisition by the
Company or any Subsidiary  and (y) after such  acquisition by the Company or any
Subsidiary,  such Person  acquires  Voting  Securities,  then an  acquisition of
Voting Securities shall have occurred;  (4) is the Company or any corporation or
other Person of which a majority of its voting power or its equity securities or
equity  interest is owned  directly or indirectly by the Company (a  "Controlled
Entity");  or (5) acquires  Voting  Securities in connection with a "Non-Control
Transaction" (as defined in paragraph (iii) below); or

(ii) the individuals who, as of the Effective  Date,are members of the Board(the
"Incumbent Board") cease for any reason to constitute at least two-thirds of the
Board; provided, however, that if either the election of any new director or the
nomination  for election of any new director by the Company's  stockholders  was
approved by a vote of at least  two-thirds of the Incumbent  Board prior to such
election or nomination, such new director shall be considered as a member of the
Incumbent  Board;  provided  further,  however,  that  no  individual  shall  be
considered a member of the Incumbent Board if such individual  initially assumed
office as a result of either an  actual or  threatened  "Election  Contest"  (as
described  in Rule  l4a-11  promulgated  under the 1934 Act) or other  actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or

                           (iii)    approval by stockholders of the Company of:

                                    (A)     a merger, consolidation or 
                                            reorganization involving the Company
                                           (a "Business Combination"), unless

                                            (1)  the stockholders of the 
                                                 Company, immediately before the
                                                 Business  Combination,  own,  
                                                 directly or indirectly 
                                                 immediately  following the
                                                 Business  Combination, at least
                                                 a majority of the combined  
                                                 voting power of the
                                                 outstanding  voting  securities
                                                 of the  corporation  resulting 
                                                 from the Business
                                                 Combination (the "Surviving 
                                                 Corporation") in substantiall
                                                 the same proportion
                                                 as their  ownership  of the
                                                 Voting  Securities  immediately
                                                 before the Business
                                                 Combination, and

                                            (2)  the individuals who were
                                                 members of the Incumbent Board
                                                 immediately  prior to the
                                                 execution of the agreement  
                                                 providing for the Business
                                                 Combination  constitute  at 
                                                 least a  majority  of the 
                                                 members  of the  Board of
                                                 Directors of the Surviving 
                                                 Corporation, and

                                            (3)  no Person (other than the 
                                                 Company or any Controlled 
                                                 Entity, a trustee  or other 
                                                 fiduciary  holding  securities
                                                 under one or more  employee
                                                 benefit plans or arrangements 
                                                (or any trust forming a part
                                                 thereof)  maintained
                                                 by the Company,  the Surviving
                                                 Corporation  or any  Controlled
                                                 Entity,  or any
                                                 Person  who,  immediately  
                                                 prior to the  Business
                                                 Combination,  had  Beneficial
                                                 Ownership  of 33% or  more  of 
                                                 the  then  outstanding  Voting
                                                 Securities)  has
                                                 Beneficial  Ownership  of 33% 
                                                 or  more  of the  combined  
                                                 voting  power  of the
                                                 Surviving   Corporation's then 
                                                 outstanding voting  securities
                                                 (a  Business
                                                 Combination  satisfying  the  
                                                 conditions  of  clauses  (1), 
                                                 (2) and (3) of this
                                                 subparagraph (A) shall be 
                                                 referred to as a "Non-Control 
                                                 Transaction");

                                    (B)     a complete liquidation or 
                                            dissolution of the Company; or

                                    (C)     the sale or other disposition of all
                                            or substantially all of the
                                            assets of the Company (other than a
                                               transfer to a Controlled Entity).

                  Notwithstanding  the foregoing,  a Change of Control shall not
be deemed to occur  solely  because 33% or more of the then  outstanding  Voting
Securities is  Beneficially  Owned by (x) a trustee or other  fiduciary  holding
securities  under one or more  employee  benefit plans or  arrangements  (or any
trust forming a part thereof) maintained by the Company or any Controlled Entity
or (y) any  corporation  which,  immediately  prior to its  acquisition  of such
interest,  is owned directly or indirectly by the stockholders of the Company in
the same proportion as their ownership of stock in the Company immediately prior
to such acquisition.

                  (g) "Code"  shall mean the Internal  Revenue Code of 1986,  as
                       amended.

                  (h) "Committee"  shall mean the Compensation  Committee of the
                       Board.

                  (i) "Company" shall mean  CommScope,  Inc., its successors and
                       assigns.

                  (j) "Disability" shall mean permanent disability,  as provided
                       in the Company's long-term disability plan.

                  (k)  "Effective  Date"  shall  mean the date  that the Plan is
                        adopted by the Board.

                  (l)  "Employee"  shall mean any person  (including an officer)
                       employed  by the  Company or any of its  subsidiaries  on
                       a  full-time  salaried basis.

                  (m) "Financial Target", for any Performance Period, shall mean
the  one or  more of the  financial  performance  goals  of the  Company,  or an
Operating  Unit, if  applicable,  as  determined  in accordance  with Section 5.
Financial  Targets may be expressed  in terms of (i)  earnings  per share,  (ii)
operating income,  (iii) return on equity or assets,  (iv) cash flow, (v) EBITDA
or (vi) any combination of the foregoing.  Financial Targets may be expressed as
a combination of Company  and/or  Operating  Unit  performance  goals and may be
absolute or relative (to prior  performance or to the performance of one or more
other  entities  or  external  indices)  and  may be  expressed  in  terms  of a
progression within a specified range.

                  (n)  "Financial  Target  Award  Earned",  for any  Performance
                       Period, shall mean the percentage of Target Awards earned
                       based on the Company's and/or, if applicable,  an 
                       Operating Unit's  achievement of Financial  Target(s)
                       for that Performance Period.

                  (o) "1934 Act" shall mean the Securities Exchange Act of 1934,
                       as amended.

                  (p) "Operating Unit", for any Performance Period, shall mean a
                      division,  Subsidiary, group, product line or product line
                      grouping for which an
                      income statement reflecting sales and operating income 
                      is produced.

                  (q) "Participant",  for any Performance Period,  shall mean an
                      Employee selected to participate in the Plan for such
                      Performance Period.

                  (r) "Performance-Based Compensation" shall mean any Award that
                      is intended to constitute "performance based compensation"
                      within the meaning of Section 162(m)(4)(C) of the Code and
                       the regulations promulgated thereunder.

                  (s)  "Performance  Period"  shall mean the fiscal  year of the
                        Company.

                  (t)   "Person" shall mean a person within the meaning of
                         Sections 13(d) and 14(d) of the
                         1934 Act.

                  (u)  "Personal  Performance   Percentage",   with  respect  to
                        Participants  (other than the CEO) for any  Performance
                        Period,  shall mean the percentage based on the  
                        Participant's  personal  performance,  as determined in
                        accordance with Section 5(e) of the Plan.

                  (v) "Plan" shall mean this CommScope,  Inc.  Annual  Incentive
                       Plan, as from time to time amended and in effect.

                  (w)  "Retirement"  shall mean retirement at or after age 65 or
                        early retirement with the prior written approval of the 
                        Company.

                  (x)  "Schedules" for any  Performance  Period,  shall mean the
                        schedules described in Section 5(a) of the Plan.

                  (y)  "Subsidiary"  shall  mean a  corporation  as  defined  in
                        Section  424(f) of the  Internal  Revenue  Code of 1986,
                        as  amended,  with the Company  being  treated  as  the
                        employer corporation  for purposes  of  this definition.

                  (z) "Target Award",  for any  Participant  with respect to any
                       Performance  Period,  shall mean the Participant's Base
                       Salary multiplied by his or her Target Award Percentage.

                  (aa)  "Target  Award  Percentage"  for  any  Participant  with
respect  to  any   Performance   Period,   shall  mean  the  percentage  of  the
Participant's  Base Salary that the Participant  would earn as an Award for that
Performance  Period if each of the  Financial  Target  Award Earned and Personal
Performance  Percentage (if applicable) for that Performance Period is 100%, and
shall be  determined  by the  Committee  with  respect to  Participants  who are
officers  and the CEO  with  respect  to all  other  Participants,  based on the
Participant's  responsibility level or the position or positions held during the
Performance Period;  provided,  however,  that if any Participant held more than
one  position  during the  Performance  Period,  then the  Committee  or CEO, as
applicable,  may designate  different  Target Award  Percentages with respect to
each  position  and the Award will be  pro-rated  to reflect  the number of days
during which such Participant had each Target Award Percentage.

                  (bb)   "Voting Power" shall mean the combined voting power 
                         of the then outstanding Voting Securities.

                  (cc)  "Voting  Securities"  shall  mean,  with  respect to the
                         Company  or any  Subsidiary,  any  securities  issued 
                         by the  Company  or  such
                         Subsidiary, respectively, which generally entitle the 
                         holder thereof to vote for
                         the election of directors of the Company or such
                         Subsidiary, respectively.

         3.       Eligibility

                  Generally,  all Employees are eligible to  participate  in the
Plan for any Performance Period. However,  participation may be limited to those
Employees  who,  because of their  significant  impact on the current and future
success of the Company, the Committee or CEO selects, in accordance with Section
5 of this  Plan,  to  participate  in the  Plan  for  that  Performance  Period.
Notwithstanding  the foregoing,  the CEO shall  participate in the Plan in every
Performance Period.

                  To be eligible to participate  in the Plan in any  Performance
Period an Employee  shall have had at least three months  active  tenure  during
such  Performance  Period and be  actively  employed by the Company on the Award
payment date. The CEO may approve,  for  Participants  other than the CEO and in
accordance  with  Sections  7  and  8  of  this  Plan,  exceptions  for  special
circumstances.

                  If an  Employee  becomes a  Participant  during a  Performance
Period,  such Participant's  Award will be pro-rated based on the number of days
that he or she is a Participant,  unless,  with respect to Employees  other than
the CEO, the Committee otherwise determines.

         4.       Administration

                  The  administration  of the Plan shall be consistent  with the
purpose  and the  terms of the  Plan.  The Plan  shall  be  administered  by the
Committee  with  respect to  Participants  who are  officers and by the CEO with
respect to all other  Participants.  Each  member of the  Committee  shall be an
"outside director" within the meaning of Treasury Regulations  promulgated under
Section 162(m) of the Code. The Committee and the CEO, as the case may be, shall
have full authority to establish the rules and regulations relating to the Plan,
to interpret the Plan and those rules and regulations, to select Participants in
the Plan, to determine the Company's and, if applicable,  each Operating  Unit's
Financial  Target(s) and each  Participant's  Target Award  Percentage  for each
Performance  Period,  to approve all the Awards, to decide the facts in any case
arising  under  the Plan and to make all  other  determinations  and to take all
other actions  necessary or  appropriate  for the proper  administration  of the
Plan,  including the delegation of such authority or power,  where  appropriate;
provided,  however,  that the Committee  shall not be authorized to increase the
amount of the Award payable to the CEO that would otherwise be payable  pursuant
to the terms of the Plan but may in its sole  discretion  decrease the amount of
an Award that would otherwise be payable to the CEO pursuant to the terms of the
Plan,  and  provided,  further,  that the  Committee  shall only  exercise  such
discretion  over the Plan  and the  Awards  granted  thereunder,  to the  extent
permitted  under  Section  162(m)  of the  Code and the  regulations  thereunder
without   adversely   affecting   the   treatment   of  the   CEO's   Award   as
Performance-Based Compensation.

                  The  Committee's  and the  CEO's  administration  of the Plan,
including  all  such  rules  and   regulations,   interpretations,   selections,
determinations,  approvals, decisions, delegations, amendments, terminations and
other  actions,  shall be final and binding on the  Company,  the  Subsidiaries,
their  respective  stockholders  and  all  employees  of  the  Company  and  the
Subsidiaries, including the Participants and their respective beneficiaries.

         5.       Determination of Awards

                  (a)  Prior  to,  or as  soon  as  practicable  following,  the
commencement of each Performance  Period, the Committee with respect to officers
and the CEO with respect to all other  Employees  shall  determine the Employees
who shall be  Participants  during that  Performance  Period and determine  each
Participant's  Target Award  Percentage.  The Committee shall also establish the
Financial  Target(s) for that Performance  Period (which shall be established in
writing by the earlier of (1) the date on which  one-quarter of the  Performance
Period has  elapsed or (2) the date which is 90 days after the  commencement  of
the Performance  Period, and in any event while the performance  relating to the
Financial Target(s) remains  substantially  uncertain).  The Participants,  each
Participant's  Target  Award  Percentage  and the  Financial  Targets  for  each
Performance  Period shall be set forth on a Schedule.  The Company  shall notify
each  Participant  of his or her  Target  Award  Percentage  and the  applicable
Financial Targets for the Performance Period.

                  (b) Generally,  a Participant earns an Award for a Performance
Period based on the Company's and/or his or her Operating Unit's  achievement of
applicable  Financial  Target(s).  In  addition,  the Award for any  Participant
(other  than the  CEO)  may be  adjusted  based  on the  Participant's  Personal
Performance  Percentage.  The Committee may determine that  different  Financial
Targets  are  applicable  to  different  Participants,  groups of  Participants,
Operating  Units or  groups  of  Operating  Units  with  respect  to a  specific
Performance  Period.  The  Committee  may also  establish  minimum  threshold of
Company or Operating  Unit  performance  which must be achieved in order for any
portion  of an Award to be earned for that  Performance  Period,  provided  such
threshold is established by the earlier of (1) the date on which  one-quarter of
the  Performance  Period has  elapsed or (2) the date which is 90 days after the
commencement of the Performance  Period,  and in any event while the performance
relating  to  the  Financial   Target(s)   remains   substantially   uncertain).
Notwithstanding the foregoing,  if in any Performance Period a minimum threshold
of Company and/or  Operating Unit  performance is established  and the Company's
and/or any Operating Unit's actual  performance as measured against that minimum
threshold  would otherwise  preclude the earning of Awards for that  Performance
Period,  the Committee may upon  consideration  of the events of the Performance
Period, determine that Awards may be earned by Participants (other than the CEO)
for that Performance Period.

                  (c) The maximum Award any Participant (other than the CEO) may
receive for any Performance Period is 150% of the Participant's Target Award for
that  Performance  Period.  The  maximum  award  the  CEO  may  receive  for any
Performance Period is $1.5 million.

                  (d) Awards shall be earned by  Participants in accordance with
the following formula:


                                                            Personal Performance
 Target                                Financial             Percentage (other
  Award        x        Base       x   Target            x    than the CEO)
 Percentage           Salary           Award Earned

Where:

                   Target Award Percentage is as defined in Section 2(aa) of the
                   Plan.

                   Base Salary is as defined in Section 2(b) of the Plan.

                   Financial  Target  Award Earned is as defined in Section 2(n)
                  of the Plan and is determined  based on the Company's  and/or,
                  if  applicable  an Operating  Unit's  performance  as measured
                  against the applicable Financial Target(s).

                   Personal Performance  Percentage ranges from 0 to 120 percent
                  and is determined, in accordance with subsection (e) below.

                  (e) Personal  Performance  Percentage  The CEO is not eligible
for an  adjustment  based on  personal  performance.  Each  other  Participant's
performance  shall be evaluated and a Personal  Performance  Percentage for such
Participant  shall  be  recommended  for  approval  by  the  CEO.  The  Personal
Performance  Percentage  may  range  from  0  to  120  percent  to  reflect  the
Participant's  personal  performance  during the Performance  Period;  provided,
however,  that the  application of this Section 5(f) shall not result in (i) the
Participant's  Award  exceeding  150%  of his or her or  Target  Award  for  the
Performance  Period;  or (ii) an increase in the aggregate  dollar amount of all
Awards earned by all Participants for that Performance Period.

         6.       Changes to the Target Award Percentage

                  The Committee,  with respect to Participants who are officers,
and the CEO,  with respect to all other  Participants,  may at any time prior to
the final  determination  of Awards  change the Target Award  Percentage  of any
Participant  (other than the CEO) or assign a different  Target Award Percentage
to a Participant (other than the CEO) to reflect any change in the Participant's
responsibility level or position during the course of the Performance Period.

                  The Committee,  with respect to Participants who are officers,
and the CEO, with respect to all other  Participants,  may at the time Financial
Target(s) are determined for a Performance  Period,  or at any time prior to the
final  determination  of Awards in  respect  of that  Performance  Period to the
extent   permitted  under  Section  162(m)  of  the  Code  and  the  regulations
promulgated thereunder without adversely affecting the treatment of the Award as
Performance-Based Compensation, provide for the manner in which performance will
be measured  against the Financial  Target(s) (or to the extent  permitted under
Section 162(m) of the Code and the regulations  promulgated  thereunder  without
adversely affecting the treatment of an Award as Performance Based Compensation,
may adjust the Financial Target(s)) to reflect the impact of specified corporate
transactions (such as a stock-split or stock dividend), special charges, foreign
currency  effects,  accounting  or tax law  changes and other  extraordinary  or
nonrecurring events.

         7.       Payment of Awards

                  As soon as practicable after the close of a Performance Period
and  prior  to  the  payment  of  any  Award  that  is  intended  to  constitute
Performance-Based  Compensation, the Committee, with respect to Participants who
are officers, and the CEO, with respect to all other Participants,  shall review
each  Participant's  Award and certify in writing that the applicable  Financial
Targets have been satisfied. Subject to the provisions of Section 8 of the Plan,
each Award to the extent earned shall be paid in a single lump sum cash payment,
as soon as practicable  following the Performance  Period, but in no event later
than 120 days following the Performance  Period.  The Committee shall certify in
writing the amount of the CEO's Award prior to payment thereof.

                  If a Change of Control  occurs,  the Company shall,  within 60
days thereafter,  pay to each  Participant in the Plan immediately  prior to the
Change of Control  (regardless of whether the Participant remains employed after
the  Change  of  Control)  an  Award  which  is  calculated  assuming  that  all
performance percentages are 100 percent, and such Award shall be prorated to the
date of the  Change of  Control  based on the  number of days that have  elapsed
during the Performance Period through the date of the Change of Control.

         8.       Limitations on Rights to Payment of Awards

                  No Participant  shall have any right to receive  payment of an
Award under the Plan for a Performance Period unless the Participant  remains in
the  employ  of the  Company  through  the  payment  date of the  Award for such
Performance Period, except as provided in the last paragraph of Section 7 of the
Plan.  However,  if the  Participant  has active service with the Company or the
Subsidiary for at least three months during any Performance  Period,  but, prior
to payment of the Award for such Performance Period, a Participant's  employment
with the Company  terminates  due to the  Participant's  death,  Disability  or,
except in the case of the CEO, Retirement or such other special circumstances as
determined by the CEO on a case by case basis, the Participant (or, in the event
of  the   Participant's   death,  the  Participant's   estate,   beneficiary  or
beneficiaries  as determined  under Section 9 of the Plan) shall remain eligible
to receive a prorated  portion of any earned Award,  based on the number of days
that the  Participant was actively  employed and performed  services during such
Performance Period.

         9.       Designation of Beneficiary

                  A Participant  may designate a  beneficiary  or  beneficiaries
who, in the event of the Participant's  death prior to full payment of any Award
hereunder,  shall  receive  payment  of any  Award  due  under  the  Plan.  Such
designation  shall  be  made  by the  Participant  on a form  prescribed  by the
Committee.  The Participant may, at any time, change or revoke such designation.
A beneficiary  designation,  or revocation of a prior  beneficiary  designation,
will  be  effective  only if it is made in  writing  on a form  provided  by the
Company, signed by the Participant and received by the Secretary of the Company.
If the  Participant  does not designate a beneficiary  or the  beneficiary  dies
prior to receiving any payment of an Award,  Awards payable under the Plan shall
be paid to the Participant's estate.

         10.      Amendments

                  The Committee may at any time amend (in whole or in part) this
Plan. No such amendment which adversely affects any  Participant's  rights to or
interest  in an  Award  earned  prior  to the  date of the  amendment  shall  be
effective unless the Participant shall have agreed thereto.

         11.      Termination

                  The Committee may terminate this Plan (in whole or in part) at
any time. In the case of such termination of the Plan, the following  provisions
of this Section 11 shall apply  notwithstanding any other provisions of the Plan
to the contrary:

                  (i)  The  Committee  shall  promulgate   administrative  rules
         applicable  to  Plan  termination,  pursuant  to  which  each  affected
         Participant  (other than the CEO) shall  receive,  with respect to each
         Performance  Period which has  commenced  on or prior to the  effective
         date of the Plan termination (the "Termination Date") and for which the
         Award has not yet been paid, the amount described in such rules and the
         CEO shall  receive an amount  equal to the amount his Award  would have
         been had the Plan not been  terminated  (prorated  for the  Performance
         Period in which the Termination Date occurred), subject to reduction in
         the discretion of the Committee.

                  (ii) Each Award payable under this Section 11 shall be paid as
         soon as  practicable,  but in no event  later  than 120 days  after the
         Termination Date.

         12.      Miscellaneous Provisions

                  (a) This Plan is not a contract  between  the  Company and the
Employees or the  Participants.  Neither the establishment of this Plan, nor any
action  taken  hereunder,  shall be  construed  as giving  any  Employee  or any
Participant  any right to be retained in the employ of the Company or any of its
Subsidiaries.  Neither,  the  Company nor any of its  Subsidiaries  is under any
obligation to continue the Plan.

                  (b) A Participant's  right and interest under the Plan may not
be assigned or transferred, except as provided in Section 9 of the Plan, and any
attempted assignment or transfer shall be null and void and shall extinguish, in
the Company's sole  discretion,  the Company's  obligation under the Plan to pay
Awards with respect to the Participant.

                  (c) The Plan  shall be  unfunded.  The  Company  shall  not be
required  to  establish  any  special  or  separate  fund,  or to make any other
segregation of assets, to assure payment of Awards.

                  (d) The  Company  shall have the right to deduct  from  Awards
paid and any interest thereon,  any taxes or other amounts required by law to be
withheld.

                  (e) Nothing contained in the Plan shall limit or affect in any
manner or degree the normal and usual  powers of  management,  exercised  by the
officers and the Board of Directors or committees  thereof, to change the duties
or the  character  of  employment  of any  employee of the Company or any of its
Subsidiaries  or to remove the individual  from the employment of the Company or
any of its  Subsidiaries  at any  time,  all of  which  rights  and  powers  are
expressly reserved.