AMENDED AND RESTATED

                               COMMSCOPE, INC.

                      1997 LONG-TERM INCENTIVE PLAN



<PAGE>




                                                    

                              TABLE OF CONTENTS

                                                                          Page


1. Establishment, Purpose and Effective Date.................................1

         (a) Establishment...................................................1

         (b) Purpose.........................................................1

         (c) Effective Date..................................................1

2. Definitions...............................................................1

3. Scope of the Plan.........................................................7

         (a) Number of Shares Available Under the Plan.......................7

         (b) Reduction in the Available Shares in Connection 
             with Award Grants...............................................7

         (c) Effect of the Expiration or Termination of Awards...............8

4. Administration............................................................8

         (a) Committee Administration........................................8

         (b) Board Reservation and Delegation................................8

         (c) Committee Authority.............................................8

         (d) Committee Determinations Final..................................9

5. Eligibility..............................................................10

6. Conditions to Grants.....................................................10

         (a) General Conditions.............................................10

         (b) Grant of Options and Option Price..............................10

         (c) Grant of Incentive Stock Options...............................11

         (d) Grant of Shares of Restricted Stock............................12

         (e) Grant of Performance Units and Performance Shares..............14

         (f) Grant of Phantom Stock.........................................16

         (g) Grant of Director's Shares.....................................16

         (h) Tandem Awards..................................................16

7. Non-transferability......................................................16

8. Exercise.................................................................17

         (a) Exercise of Options............................................17

         (b) Exercise of Performance Units..................................17

         (c) Payment of Performance Shares..................................18

         (d) Payment of Phantom Stock Awards................................19

         (e) Exercise, Cancellation, Expiration or Forfeiture 
             of Tandem Awards...............................................19

9. Spin-off and Substitute Options..........................................19

10. Effect of Certain Transactions..........................................20

11. Mandatory Withholding Taxes.............................................20

12. Termination of Employment...............................................20

13. Securities Law Matters..................................................20

14. No Funding Required.....................................................21

15. No Employment Rights....................................................21

16. Rights as a Stockholder.................................................21

17. Nature of Payments......................................................21

18. Non-Uniform Determinations..............................................22

19. Adjustments.............................................................22

20. Amendment of the Plan...................................................23

21. Termination of the Plan.................................................23

22. No Illegal Transactions.................................................23

23. Governing Law...........................................................23

24. Severability............................................................23



<PAGE>



                                                     

         1.       Establishment, Purpose and Effective Date.

                  (a)      Establishment

                  . The Company  hereby  establishes  the Amended  and  Restated
                  CommScope,  Inc.  1997  Long-Term Incentive Plan (as set forth
                  herein and from time to time amended, the "Plan").

                  (b)      Purpose

                  . The  primary  purpose  of the Plan is to  provide a means by
which key  employees  and  directors  of the  Company and its  Subsidiaries  can
acquire and maintain stock ownership,  thereby strengthening their commitment to
the  success of the  Company  and its  Subsidiaries  and their  desire to remain
employed  by the Company  and its  Subsidiaries,  focusing  their  attention  on
managing the Company as an equity owner, and aligning their interests with those
of the Company's  stockholders.  The Plan also is intended to attract and retain
key employees and to provide such employees with additional incentive and reward
opportunities designed to encourage them to enhance the profitable growth of the
Company and its Subsidiaries.

                  (c)      Effective Date

                           .  The Plan shall become effective upon its adoption 
                           by the Board.

         2.       Definitions.

         As used in the Plan, terms defined  parenthetically  immediately  after
their use shall have the respective  meanings  provided by such  definitions and
the terms set forth below shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

                  (a)      "Award" means  Options,  shares of restricted  Stock,
                           performance  units,  performance shares or Director's
                           Shares granted under the Plan.

                  (b)     "Award  Agreement" means the written agreement by 
                           which an Award is evidenced.

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

                  (d)      "Board" means the board of directors of the Company.

     (e)  "Change in  Capitalization"  means any  increase or  reduction  in the
     number of shares of Stock, or any change in the shares of Stock or exchange
     of  shares  of Stock  for a  different  number  or kind of  shares or other
     securities by reason of a stock  dividend,  extraordinary  dividend,  stock
     split,   reverse   stock  split,   share   combination,   reclassification,
     recapitalization,     merger,     consolidation,     spin-off,    split-up,
     reorganization,  issuance of warrants or rights,  liquidation,  exchange of
     shares,  repurchase of shares,  change in corporate  structure,  or similar
     event, of or by the Company.

                  (f)      "Change of Control" means, 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 14a-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
                                    substantially  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)  "Committee"  means the  committee of the Board  appointed
                       pursuant to Article 4.

                  (h)   "Company" means CommScope, Inc., a Delaware corporation.

                  (i)      "Director's Shares" means the shares of Stock awarded
                           to a nonemployee  director of the Company pursuant to
                           Article 6(h).

                  (j)      "Disability"  means a mental  or  physical  condition
                           which,  in the  opinion of the  Committee,  renders a
                           Grantee  unable or  incompetent  to carry out the job
                           responsibilities  which  such  Grantee  held  or  the
                           duties to which such Grantee was assigned at the time
                           the disability was incurred, and which is expected to
                           be permanent or for an indefinite duration.

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

                  (l)      "Fair Market Value" of any security of the Company or
                           any other issuer means, as of any applicable date:

                           (i) if the  security is listed for trading on the New
                  York Stock  Exchange,  the closing price,  regular way, of the
                  security as reported on the New York Stock Exchange  Composite
                  Tape, or if no such  reported sale of the security  shall have
                  occurred  on such date,  on the next  preceding  date on which
                  there was such a reported sale, or

                           (ii) if the security is not so listed,  but is listed
                  on another  national  securities  exchange or  authorized  for
                  quotation on the National  Association  of Securities  Dealers
                  Inc.'s  NASDAQ  National  Market  System  ("NASDAQ/NMS"),  the
                  closing  price,  regular way, of the security on such exchange
                  or NASDAQ/NMS, as the case may be, or if no such reported sale
                  of the security  shall have occurred on such date, on the next
                  preceding date on which there was such a reported sale, or

                           (iii) if the  security is not listed for trading on a
                  national  securities  exchange or authorized  for quotation on
                  NASDAQ/NMS, the average of the closing bid and asked prices as
                  reported by the National  Association  of  Securities  Dealers
                  Automated  Quotation  System  ("NASDAQ") or, if no such prices
                  shall  have  been so  reported  for  such  date,  on the  next
                  preceding date for which such prices were so reported, or

                           (iv) if the  security  is not listed for trading on a
                  national   securities   exchange  or  is  not  authorized  for
                  quotation on  NASDAQ/NMS  or NASDAQ,  the fair market value of
                  the security as determined in good faith by the Committee.

                  (m)      "Grant  Date"  means  the  date of  grant of an Award
                           determined in accordance with Article 6.

                  (n)      "Grantee"  means an  individual  who has been 
                           granted an Award.

                  (o)      "Incentive  Stock Option" means an Option  satisfying
                           the  requirements  of  Section  422 of  the  Internal
                           Revenue Code and  designated  by the  Committee as an
                           Incentive Stock Option.

                  (p)      "Internal  Revenue  Code" means the Internal  Revenue
                           Code of 1986, as amended, and regulations and rulings
                           thereunder. References to a particular Section of the
                           Internal  Revenue Code shall  include  references  to
                           successor provisions.

                  (q)      "Measuring  Period" has the meaning  specified
                           in Article 6(f)(ii)(B).

                  (r)      "Minimum  Consideration" means the $.0l par value per
                           share  of  Stock  or such  larger  amount  determined
                           pursuant  to  resolution  of the Board to be  capital
                           within the  meaning of  Section  154 of the  Delaware
                           General Corporation Law.

                  (s)      "1934 Act" means the  Securities  Exchange Act of 
                           1934, as amended.

                  (t)      "Nonqualified  Stock Option" means an Option which is
                           not an  Incentive  Stock  Option  or  other  type  of
                           statutory  stock option  under the  Internal  Revenue
                           Code.

                  (u)      "Option" means an option to purchase Stock granted or
                           issued  under  the  Plan,  including  Substitute  and
                           Spin-off Options.

                  (v)      "Option  Price" means the per share purchase price of
                           (i) Stock  subject  to an  Option or (ii)  restricted
                           Stock subject to an Option.

                  (w)      "Performance-Based  Compensation" means any Option or
                           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.

                  (x)      "Performance  Percentage"  has the meaning  specified
                           in Article  6(f)(ii)(C).  

                  (y)      "Person"  means a person within the
                           meaning of Sections 13(d) and 14(d) of the 1934 Act.

                  (z)      "Plan" has the meaning set forth in Article 1(a).

                  (aa)     "SEC" means the Securities and Exchange Commission.

                  (bb)     "Section  16  Grantee"  means  a  person  subject  to
                           potential liability with respect to equity securities
                           of the Company under Section 16(b) of the 1934 Act.

                  (cc)     "Spin-off  Option"  means  an  Option  that  has been
                           issued  under  this  Plan to  certain  named  persons
                           pursuant   to  the   Employee   Benefits   Allocation
                           Agreement between General Semiconductor, Inc. ("GS"),
                           CommScope, Inc. and the Company, dated June 25, 1997,
                           as amended,  modified, or otherwise supplemented (the
                           "Benefits Agreement").

                  (dd)     "Stock" means common stock, par value $.01 per share,
                            of the Company.

                  (ee)     "Subsidiary"  means  a  corporation  as  [defined  in
                           Section 424(f) of the Internal Revenue Code, with the
                           Company being treated as the employer corporation for
                           purposes of this definition].

                  (ff)     "Substitute  Option"  means an  Option  that has been
                           issued under this Plan to certain persons pursuant to
                           the Benefits Agreement.

                  (gg)     "10% Owner" means a person who owns stock  (including
                           stock  treated as owned under  Section  424(d) of the
                           Internal  Revenue Code)  possessing  more than 10% of
                           the Voting Power of the Company.

                  (hh)     "Termination  of Employment"  occurs the first day on
                           which  an  individual  is for any  reason  no  longer
                           employed by the  Company or any of its  Subsidiaries,
                           or with respect to an  individual  who is an employee
                           of a  Subsidiary,  the first day on which the Company
                           no longer owns Voting Securities  possessing at least
                           50% of the Voting Power of such Subsidiary.

                  (ii)     "Voting Power" means the combined voting power of the
                           then outstanding Voting Securities.

                  (jj)     "Voting   Securities"  means,  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.

         3. Scope of the Plan.

                  (a)      Number of Shares Available Under the Plan

                  . The  maximum  number of shares of Stock that may be made the
subject of Awards  granted under the Plan is 4,600,000 plus the number of shares
of Stock that are covered by  Substitute  Options and  Spin-off  Options (or the
number and kind of shares of Stock or other  securities  to which such shares of
Stock are  adjusted  upon a Change in  Capitalization  pursuant to Article  18);
provided,  however, that in the aggregate, not more than 200,000 shares of Stock
may be made the subject of Awards  other than  Options.  The  maximum  number of
shares of Stock  that may be the  subject  of  Options  (other  than  Substitute
Options and Spin-off  Options) and Awards granted to any individual  pursuant to
the Plan in any three (3)  calendar  year  period  may not exceed  500,000.  The
maximum  dollar  amount  of cash or the Fair  Market  Value  of  Stock  that any
individual  may receive in any  calendar  year in respect of  performance  units
denominated in dollars may not exceed $1,000,000.  The Company shall reserve for
the purpose of the Plan, out of its  authorized but unissued  shares of Stock or
out of shares held in the Company's treasury, or partly out of each, such number
of  shares  as shall be  determined  by the  Board.  The  Board  shall  have the
authority to cause the Company to purchase  from time to time shares of Stock to
be held as  treasury  shares  and used for or in  connection  with  Awards.  The
issuance of Substitute  Options and Spin-off Options shall not reduce the shares
available for grants under the Plan or to a Grantee in any calendar year.

                  (b)      Reduction in the Available Shares in Connection with 
                           Award Grants

                  . Upon the  grant of an Award,  the  number of shares of Stock
available under Article 3(a) for the granting of further Awards shall be reduced
as follows:

                           (i)  Performance  Units  Denominated  in Dollars.  In
                  connection  with  the  granting  of  each   performance   unit
                  denominated  in  dollars,   the  number  of  shares  of  Stock
                  available  under  Article  3(a) for the  granting  of  further
                  Awards  shall be  reduced  by the  quotient  of (x) the dollar
                  amount  represented by the performance unit divided by (y) the
                  Fair Market Value of a share of Stock on the date  immediately
                  preceding the Grant Date of the performance unit.

                           (ii) Other Awards. In connection with the granting of
                  each  Award,  other than a  performance  unit  denominated  in
                  dollars, the number of shares of Stock available under Article
                  3(a) for the granting of further  Awards shall be reduced by a
                  number  of  shares  equal to the  number of shares of Stock in
                  respect  of  which  the  Award  is  granted  or   denominated;
                  provided, however, that if any Award is exercised by tendering
                  shares of Stock,  either  actually or by  attestation,  to the
                  Company as full or partial payment of the exercise price,  the
                  maximum number of shares of Stock available under Section 3(a)
                  shall  be  increased  by the  number  of  shares  of  Stock so
                  tendered.

         Notwithstanding  the  foregoing,  where two or more  Awards are granted
with  respect  to the same  shares of Stock,  such  shares  shall be taken  into
account only once for purposes of this Article 3(b).

                  (c)      Effect of the Expiration or Termination of Awards

                  . If and  to the  extent  an  Option  or  Award  (including  a
Substitute  Option or a Spin-off  Option)  expires,  terminates  or is canceled,
settled in cash (including the settlement of tax withholding  obligations  using
shares of Stock) or forfeited for any reason  without  having been  exercised in
full  (including,  without  limitation,  a cancellation of an Option pursuant to
Article 4(c)(vi)), the shares of Stock associated with the expired,  terminated,
canceled, settled or forfeited portion of the Award (to the extent the number of
shares  available  for the  granting of Awards was  reduced  pursuant to Article
3(b)) shall again become available for Awards under the Plan.

         4.       Administration.

                  (a)      Committee Administration

                  . Subject to Article 4(b), the Plan shall be  administered  by
the Committee, which shall consist of not less than two "non-employee directors"
within the  meaning of Rule  16b-3,  and to the extent  necessary  for any Award
intended to qualify as Performance-Based Compensation to so qualify, each member
of the Committee  shall be an "outside  director"  within the meaning of Section
162(m) of the Internal Revenue Code.

                  (b)      Board Reservation and Delegation

                  . The  Board  may,  in its  discretion,  reserve  to itself or
exercise  any or  all  of the  authority  and  responsibility  of the  Committee
hereunder.  It may also delegate to another committee of the Board any or all of
the authority  and  responsibility  of the  Committee  with respect to Awards to
Grantees  who are not  Section  16  Grantees  at the  time  any  such  delegated
authority or  responsibility  is exercised.  Such other committee may consist of
one or more  directors  who may,  but need not be,  officers or employees of the
Company or of any of its Subsidiaries. To the extent that the Board has reserved
to itself, or exercised the authority and  responsibility  of the Committee,  or
delegated  the  authority  and  responsibility  of the  Committee  to such other
committee,  all references to the Committee in the Plan shall be to the Board or
to such other committee.

                  (c)      Committee Authority

                  . The Committee  shall have full and final  authority,  in its
                    discretion, but subject to the express provisions of the 
                    Plan, as follows:

                           (i)      to grant Awards,

                           (ii) to determine (A) when Awards may be granted, and
                  (B) whether or not specific  Awards shall be  identified  with
                  other  specific  Awards,  and if so,  whether  they  shall  be
                  exercisable cumulatively with, or alternatively to, such other
                  specific Awards,

                           (iii)    to issue Substitute Options and Spin-off 
                                    Options,

                           (iv)     to  interpret  the Plan and to make all  
                                    determinations  necessary or advisable
                                    for the administration of the Plan,

                           (v)  to  prescribe,  amend,  and  rescind  rules  and
                  regulations   relating   to  the  Plan,   including,   without
                  limitation,  rules  with  respect  to the  exercisability  and
                  nonforfeitability of Awards upon the Termination of Employment
                  of a Grantee,

                           (vi) to  determine  the terms and  provisions  of the
                  Award  Agreements,  which need not be identical  and, with the
                  consent of the Grantee,  to modify any such Award Agreement at
                  any time,

                           (vii)    to cancel, with the consent of the Grantee,
                                    outstanding Awards,

                           (viii)   to accelerate the  exercisability  of, and 
                                    to accelerate or waive any or all of
                                    the restrictions and conditions applicable 
                                    to, any Award,

                           (ix) to make such  adjustments  or  modifications  to
                  Awards to Grantees  working  outside the United  States as are
                  necessary and advisable to fulfill the purposes of the Plan,

                           (x)  to   authorize   any   action  of  or  make  any
                  determination  by the  Company  as the  Committee  shall  deem
                  necessary  or  advisable  for carrying out the purposes of the
                  Plan, and

                           (xi)   to   impose   such   additional    conditions,
                  restrictions,  and  limitations  upon the grant,  exercise  or
                  retention  of  Awards  as  the   Committee   may,   before  or
                  concurrently   with  the  grant  thereof,   deem  appropriate,
                  including, without limitation, requiring simultaneous exercise
                  of related  identified  Awards, and limiting the percentage of
                  Awards which may from time to time be exercised by a Grantee.

                  (d)      Committee Determinations Final

                  . The  determination  of the Committee on all matters relating
to the Plan or any Award  Agreement  shall be conclusive and final. No member of
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award.

         5.       Eligibility.

         Awards  may be  granted to any  employee  of the  Company or any of its
Subsidiaries.  In selecting the  individuals  to whom Awards may be granted,  as
well as in  determining  the number of shares of Stock subject to, and the other
terms and conditions  applicable to, each Award,  the Committee  shall take into
consideration such factors as it deems relevant in promoting the purposes of the
Plan. In addition,  Nonqualified  Stock  Options will be granted to  nonemployee
directors  of the  Company,  as set forth in Article  6(b)(ii),  and  Director's
Shares  will be issued to  nonemployee  directors  of the  Company  pursuant  to
Article 6(h).

         6.       Conditions to Grants.

                  (a)      General Conditions

                  .

                           (i) The Grant  Date of an Award  shall be the date on
                  which the  Committee  grants  the Award or such  later date as
                  specified in advance by the Committee.

                           (ii) The term of each Award  (subject to Article 6(c)
                  with respect to Incentive  Stock Options) shall be a period of
                  not more  than ten  years  from the  Grant  Date and  shall be
                  subject to earlier  termination  as provided  herein or in the
                  applicable  Award  Agreement;   provided,  however,  that  the
                  Committee  may provide that an Option (other than an Incentive
                  Stock Option) may, upon the death of the Grantee, be exercised
                  for up to one year  following the date of the Grantee's  death
                  even if such period extends beyond ten years from the date the
                  Option is granted.

                           (iii)  A  Grantee  may,  if  otherwise  eligible,  be
                  granted additional Awards in any combination.

                           (iv) The  Committee  may grant  Awards with terms and
                  conditions  which differ among the  Grantees  thereof.  To the
                  extent not set forth in the Plan,  the terms and conditions of
                  each Award shall be set forth in an Award Agreement.

                  (b)      Grant of Options and Option Price

                  . The  Committee  may,  in its  discretion,  and shall as  
                    provided  in Article  6(b)(ii),  grant Options as follows:

                           (i) Employee Options. Options to acquire unrestricted
                  Stock or  restricted  Stock  may be  granted  to any  employee
                  eligible under Article 5 to receive Awards.  No later than the
                  Grant Date of any Option,  the Committee  shall  determine the
                  Option  Price  which  shall  not be less than 100% of the Fair
                  Market Value of the Stock on the Grant Date.

                           (ii) Nonemployee Director Options. Nonqualified Stock
                  Options with respect to 20,000  shares of  unrestricted  Stock
                  shall be granted to each  nonemployee  director of the Company
                  (other than a nonemployee director who is a general partner of
                  any  of  the  Forstmann  Little  Companies  or  any  of  their
                  affiliates)  upon his or her initial election to the Board and
                  every  three  years  thereafter  on the  anniversary  of  such
                  nonemployee  director's  initial election to the Board as long
                  as such  nonemployee  director  is then  still  serving on the
                  Board,  at an Option  Price  equal to 100% of the Fair  Market
                  Value of the Stock on the Grant Date; provided,  however, that
                  the Grant  Date of the  first  grants  of  Nonqualified  Stock
                  Options to nonemployee  directors under this Plan shall be the
                  fifth  trading day after the  NextLevel  Systems  Distribution
                  Date (as defined in the Benefits Agreement). Each Nonqualified
                  Stock Option  granted to a  nonemployee  director  will become
                  exercisable with respect to one-third of the underlying shares
                  on each of the first,  second and third  anniversaries  of the
                  Grant  Date,  and  will  have  a  term  of  ten  years.  If  a
                  nonemployee  director  ceases  to serve as a  director  of the
                  Company for any reason,  any Nonqualified Stock Option granted
                  to such nonemployee  director shall be exercisable  during its
                  remaining  term,  to the extent that such  Nonqualified  Stock
                  Option was exercisable on the date such  nonemployee  director
                  ceased to be a director.

                  (c)      Grant of Incentive Stock Options

                  . At the time of the grant of any Option,  the  Committee  may
                    designate  that such Option shall
                    be an Incentive Stock Option.  Any Option designated as an
                    Incentive Stock Option:

                           (i) shall  have an Option  Price of (A) not less than
                  100% of the Fair  Market  Value of the Stock on the Grant Date
                  or (B) in the case of a 10%  Owner,  not less than 110% of the
                  Fair Market Value of the Stock on the Grant Date;

                           (ii)  shall  have a term of not more  than ten  years
                  (five years,  in the case of a 10% Owner) from the Grant Date,
                  and shall be subject to earlier termination as provided herein
                  or in the applicable Award Agreement;

                           (iii)  shall,  if,  with  respect to any  grant,  the
                  aggregate Fair Market Value of Stock  (determined on the Grant
                  Date) of all Incentive  Stock  Options  granted under the Plan
                  and "incentive  stock options"  (within the meaning of Section
                  422 of the Code)  granted under any other stock option plan of
                  the Grantee's employer or any parent or subsidiary thereof (in
                  either case  determined  without  regard to this Article 6(c))
                  are  exercisable  for the first time during any calendar  year
                  exceeds  $100,000,  be treated as Nonqualified  Stock Options.
                  For  purposes  of  the  foregoing  sentence,  Incentive  Stock
                  Options  shall  be  treated  as  Nonqualified   Stock  Options
                  according  to the order in which they were  granted  such that
                  the most recently  granted  Incentive  Stock Options are first
                  treated as Nonqualified Stock Options.

                           (iv)  shall be  granted  within  ten  years  from the
                  earlier  of the date the Plan is  adopted  by the Board or the
                  date the Plan is approved by the  stockholders of the Company;
                  and

                           (v) shall require the Grantee to notify the Committee
                  of  any  disposition  of  any  Stock  issued  pursuant  to the
                  exercise of the Incentive Stock Option under the circumstances
                  described  in  Section  421(b) of the  Internal  Revenue  Code
                  (relating to certain disqualifying  dispositions),  within ten
                  days of such disposition.

                  (d)      Grant of Shares of Restricted Stock

                  .

                           (i)  The  Committee  may,  in its  discretion,  grant
                  shares of  restricted  Stock to any  employee  eligible  under
                  Article 5 to receive Awards.

                           (ii)  Before  the grant of any  shares of  restricted
                  Stock, the Committee shall determine, in its discretion:

                                    (A) whether the certificates for such shares
                           shall be delivered  to the Grantee or held  (together
                           with a stock power  executed in blank by the Grantee)
                           in escrow by the  Secretary of the Company until such
                           shares become nonforfeitable or are forfeited,

                                    (B) the per  share  purchase  price  of such
                           shares,  which may be zero, provided,  however,  that
                           the per  share  purchase  price  of all  such  shares
                           (other than  treasury  shares) shall not be less than
                           the Minimum Consideration for each such share;

                                    (C)  the  restrictions  applicable  to  such
                           grant and the time or times upon which any applicable
                           restrictions  on the  restricted  Stock shall  lapse;
                           provided,  however, that except in the case of shares
                           of  restricted   Stock  issued  in  full  or  partial
                           settlement   of   another   Award  or  other   earned
                           compensation,  or  in  the  event  of  the  Grantee's
                           termination  of  employment,  as  determined  by  the
                           Committee and set forth in an Award  Agreement,  such
                           restrictions  shall  not  lapse  prior  to the  third
                           anniversary  of the  Grant  Date  of  the  restricted
                           Stock; and

                                    (D)  whether  the  payment to the Grantee of
                           dividends,  or a specified portion thereof,  declared
                           or  paid on  such  shares  by the  Company  shall  be
                           deferred  until  the  lapsing  of  the   restrictions
                           imposed  upon  such  shares  and shall be held by the
                           Company for the account of the Grantee,  whether such
                           dividends shall be reinvested in additional shares of
                           restricted  Stock (to the extent shares are available
                           under Article 3) subject to the same restrictions and
                           other  terms as apply to the shares  with  respect to
                           which  such   dividends   are  issued  or   otherwise
                           reinvested  in  Stock  or  held  in  escrow,  whether
                           interest  will  be  credited  to the  account  of the
                           Grantee with respect to any  dividends  which are not
                           reinvested in restricted or unrestricted  Stock,  and
                           whether any Stock  dividends  issued with  respect to
                           the  restricted  Stock to be granted shall be treated
                           as additional shares of restricted Stock.

                           (iii) Payment of the purchase  price (if greater than
                  zero) for shares of restricted  Stock shall be made in full by
                  the  Grantee  before the  delivery  of such shares and, in any
                  event,  no later  than ten days  after the Grant Date for such
                  shares.  Such  payment  may  be  made,  as  determined  by the
                  Committee in its discretion,  in any one or any combination of
                  the following:

                                    (A)     cash, or

                                    (B)  with   the   prior   approval   of  the
                           Committee, shares of restricted or unrestricted Stock
                           owned by the  Grantee  prior to such grant and valued
                           at  its  Fair  Market   Value  on  the  business  day
                           immediately preceding the date of payment;

                  provided,  however,  that, in the case of payment in shares of
                  restricted or  unrestricted  Stock,  if the purchase price for
                  restricted Stock ("New Restricted  Stock") is paid with shares
                  of restricted Stock ("Old Restricted Stock"), the restrictions
                  applicable to the New Restricted Stock shall be the same as if
                  the  Grantee  had  paid for the New  Restricted  Stock in cash
                  unless,  in the judgment of the Committee,  the Old Restricted
                  Stock was subject to a greater  risk of  forfeiture,  in which
                  case a number of shares of New  Restricted  Stock equal to the
                  number of shares of Old  Restricted  Stock tendered in payment
                  for  New  Restricted  Stock  shall  be  subject  to  the  same
                  restrictions   as  the  Old   Restricted   Stock,   determined
                  immediately before such payment.

                           (iv) The  Committee  may, but need not,  provide that
                  all or any portion of a Grantee's  Award of  restricted  Stock
                  shall be forfeited

                                    (A)  except as  otherwise  specified  in the
                           Award  Agreement,  upon the Grantee's  Termination of
                           Employment  within a specified  time period after the
                           Grant Date, or

                                    (B) if the Company or the  Grantee  does not
                           achieve   specified   performance   goals   within  a
                           specified time period after the Grant Date and before
                           the Grantee's Termination of Employment, or

                                    (C)  upon  failure  to  satisfy  such  other
                           restrictions  as the  Committee  may  specify  in the
                           Award Agreement.

                           (v)      If a share of restricted Stock is forfeited,
                                    then

                                    (A) the  Grantee  shall  be  deemed  to have
                           resold such share of restricted  Stock to the Company
                           at the lesser of (1) the  purchase  price paid by the
                           Grantee  (such  purchase  price shall be deemed to be
                           zero dollars  ($0) if no purchase  price was paid) or
                           (2) the Fair Market  Value of a share of Stock on the
                           date of such forfeiture;

                                    (B) the Company shall pay to the Grantee the
                           amount  determined under clause (A) of this sentence,
                           if  not   zero,   as  soon  as  is   administratively
                           practicable,  but in any case  within  90 days  after
                           forfeiture; and

                                    (C) such  share of  restricted  Stock  shall
                           cease to be  outstanding,  and shall no longer confer
                           on the Grantee thereof any rights as a stockholder of
                           the Company, from and after the date of the Company's
                           tender of the payment specified in clause (B) of this
                           sentence,  whether or not such  tender is accepted by
                           the  Grantee,  or the  date the  restricted  Stock is
                           forfeited  if no  purchase  price  was  paid  for the
                           restricted Stock.

                           (vi) Any  share of  restricted  Stock  shall  bear an
                  appropriate    legend    specifying   that   such   share   is
                  non-transferable  and subject to the restrictions set forth in
                  the Plan and the Award Agreement.  If any shares of restricted
                  Stock   become   nonforfeitable,   the  Company   shall  cause
                  certificates  for such shares to be issued or reissued without
                  such legend and delivered to the Grantee or, at the request of
                  the  Grantee,  shall  cause such  shares to be  credited  to a
                  brokerage account specified by the Grantee.

                  (e)      Grant of Performance Units and Performance Shares

                  .

                           (i)  The  Committee  may,  in its  discretion,  grant
                  performance  units  or  performance  shares  to  any  employee
                  eligible under Article 5 to receive Awards.

                           (ii)  Before  the  grant of any  performance  unit or
                  performance share, the Committee shall:

                                    (A) designate a period, of not less than one
                           year nor more than five years, for the measurement of
                           the extent to which  performance  goals are  attained
                           (the "Measuring Period");

                                    (B) determine  performance  goals applicable
                           to  such   grant;   provided,   however,   that   the
                           performance  goals with respect to a Measuring Period
                           shall be  established  in writing by the Committee by
                           the earlier of (x) the date on which a quarter of the
                           Measuring Period has elapsed or (y) the date which is
                           ninety  (90)  days  after  the  commencement  of  the
                           Measuring   Period,   and  in  any  event  while  the
                           performance  relating to the performance goals remain
                           substantially uncertain; and

                                    (C)  assign a  "Performance  Percentage"  to
                           each level of attainment of performance  goals during
                           the Measuring Period, with the percentage  applicable
                           to minimum attainment being zero percent (0%) and the
                           percentage  applicable  to optimum  attainment  to be
                           determined by the Committee from time to time.

                           (iii) The performance goals applicable to performance
                  units or  performance  shares shall,  in the discretion of the
                  Committee,  be based  on  stock  price,  earnings  per  share,
                  operating  income,  return  on equity or  assets,  cash  flow,
                  EBITDA or any combination of the foregoing.  Such  performance
                  goals 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. At the time of the granting of performance
                  units or performance  shares,  or at any time  thereafter,  in
                  either case to the extent  permitted  under Section  162(m) of
                  the  Code and the  regulations  thereunder  without  adversely
                  affecting the treatment of the performance unit or performance
                  share as  Performance-Based  Compensation,  the  Committee may
                  provide for the manner in which  performance  will be measured
                  against the  performance  goals (or may adjust the performance
                  goals)  to   reflect   the  impact  of   specified   corporate
                  transactions,   special  charges,  foreign  currency  effects,
                  accounting  or tax law  changes  and  other  extraordinary  or
                  nonrecurring events.

                            (iv) Prior to the vesting,  payment,  settlement  or
                  lapsing of any  restrictions  with respect to any  performance
                  unit or  performance  share  that is  intended  to  constitute
                  Performance-Based  Compensation  made  to  a  Grantee  who  is
                  subject to Section  162(m) of the Code,  the  Committee  shall
                  certify in writing that the applicable  performance goals have
                  been satisfied.

                           (v) Unless otherwise expressly stated in the relevant
                  Award Agreement,  each performance unit and performance  share
                  granted  under the Plan is  intended  to be  Performance-Based
                  Compensation  and the Committee shall interpret and administer
                  the applicable  provisions of the Plan in a manner  consistent
                  therewith.  Any  provisions  inconsistent  with such treatment
                  shall be  inoperative  and  shall  not  adversely  affect  the
                  treatment of performance  units or performance  shares granted
                  hereunder as  Performance-Based  Compensation.  The  Committee
                  shall not be  entitled to exercise  any  discretion  otherwise
                  authorized  hereunder with respect to such performance unit or
                  performance  share if the ability to exercise such  discretion
                  or the  exercise  of such  discretion  itself  would cause the
                  compensation   attributable  to  such   performance   unit  or
                  performance  share  to fail to  qualify  as  Performance-Based
                  Compensation.


                  (f)  Grant  of  Phantom  Stock.  The  Committee  may,  in  its
discretion,  grant shares of phantom stock to any employee who is eligible under
Article 5 to receive  Awards.  Such phantom  stock shall be subject to the terms
and  conditions  established  by the Committee  and set forth in the  applicable
Award Agreement.

                  (g)  Grant  of  Director's  Shares.  There  shall  be  granted
Director's  Shares  with  respect to 1,000  shares of Stock to each  nonemployee
director of the  Company  (other than a  nonemployee  director  who is a general
partner of any of the  Forstmann  Little  Companies or any of their  affiliates)
upon his or her initial election to the Board.  Director's Shares shall be fully
vested and transferable upon issuance.

                  (h) Tandem  Awards.  The  Committee may grant and identify any
Award with any other Award granted under the Plan ("Tandem Award"), other than a
Substitute  Option or a Spin-off Option,  on terms and conditions  determined by
the Committee.



         7.       Non-transferability.

         Unless set forth in the  applicable  Award  Agreement,  no Award (other
than an Award of  restricted  Stock)  granted  hereunder  shall by its  terms be
assignable  or  transferable   except  by  will  or  the  laws  of  descent  and
distribution  or, in the case of an Option other than an Incentive Stock Option,
pursuant  to a domestic  relations  order  (within  the  meaning of Rule  16a-12
promulgated  under the  Exchange  Act).  An Option may be  exercised  during the
lifetime  of a  Grantee  only by the  Grantee  or his or her  guardian  or legal
representatives.  Notwithstanding the foregoing,  the Committee may set forth in
the Award  Agreement  evidencing an Award (other than an Incentive Stock Option)
at the time of grant or thereafter, that the Award may be transferred to members
of the  Grantee's  immediate  family,  to trusts  solely for the benefit of such
immediate family members and to partnerships in which such family members and/or
trusts are the only partners,  and for purposes of this Plan, a transferee of an
Award shall be deemed to be the  Grantee.  For this  purpose,  immediate  family
means the Grantee's spouse,  parents,  children,  stepchildren and grandchildren
and the spouses of such parents, children,  stepchildren and grandchildren.  The
terms of an Award shall be final, binding and conclusive upon the beneficiaries,
executors,  administrators,  heirs and successors of the Grantee.  Each share of
restricted   Stock   shall  be   non-transferable   until  such  share   becomes
nonforfeitable.

         8.       Exercise.

                  (a)      Exercise of Options

                  . Subject to Articles 4(c)(vii),  12 and 13 and such terms and
conditions as the Committee may impose,  each Option shall be exercisable in one
or more  installments  commencing not earlier than the first  anniversary of the
Grant Date of such  Option;  provided,  however,  that all Options  held by each
Grantee shall become fully (100%) exercisable upon the occurrence of a Change of
Control  regardless of whether the  acceleration of the  exercisability  of such
Options  would cause such  Options to lose their  eligibility  for  treatment as
Incentive  Stock  Options.  Notwithstanding  the  foregoing,  Options may not be
exercised by a Grantee for twelve months  following a hardship  distribution  to
the Grantee, to the extent such exercise is prohibited under Treasury Regulation
ss.1.401(k)-1(d)(2)(iv)(B)(4). Each Option shall be exercised by delivery to the
Company of written  notice of intent to purchase a specific  number of shares of
Stock subject to the Option. The Option Price of any shares of Stock as to which
an Option shall be exercised  shall be paid in full at the time of the exercise.
Payment may be made,  as  determined  by the  Committee in its  discretion  with
respect to Options  granted to eligible  employees and in all cases with respect
to Options granted to nonemployee directors pursuant to Article 6(b)(ii), in any
one or any combination of the following:

                           (i)      cash,

                           (ii) shares of unrestricted Stock held by the Grantee
                  for at least  six  months  (or such  lesser  period  as may be
                  permitted  by the  Committee)  prior  to the  exercise  of the
                  Option,  and  valued  at its  Fair  Market  Value  on the last
                  business day immediately preceding the date of exercise, or

                           (iii) through  simultaneous  sale through a broker of
                  shares  of  unrestricted   Stock  acquired  on  exercise,   as
                  permitted under Regulation T of the Federal Reserve Board.

         Shares of  unrestricted  Stock  acquired by a Grantee on exercise of an
Option  shall be  delivered  to the Grantee  or, at the request of the  Grantee,
shall be credited directly to a brokerage account specified by the Grantee.

                   (b)     Exercise of Performance Units

                  .

                           (i) Subject to Articles 4(c)(vii), 12 and 13 and such
                  terms and  conditions as the Committee may impose,  and unless
                  otherwise provided in the applicable Award Agreement, if, with
                  respect to any performance  unit, the Committee has determined
                  in   accordance   with  Article   6(f)(iv)  that  the  minimum
                  performance  goals have been  achieved  during the  applicable
                  Measuring  Period,  then such performance unit shall be deemed
                  exercised on the date on which it first becomes exercisable.

                           (ii)     The benefit for each  performance  unit  
                                    exercised  shall be an amount equal to
                                    the product of

                                    (A)     the Unit Value (as defined below), 
                                            multiplied by

                                    (B)  the  Performance   Percentage  attained
                           during  the  Measuring  Period  for such  performance
                           unit.

                           (iii)    The Unit Value shall be, as specified by
                                     the Committee,

                                    (A)     a dollar amount,

                                    (B)     an  amount  equal to the Fair Market
                                            Value of a share of Stock on the
                                            Grant Date,

                                    (C) an amount equal to the Fair Market Value
                           of a  share  of  Stock  on the  exercise  date of the
                           performance  unit,  plus, if so provided in the Award
                           Agreement,  an amount ("Dividend  Equivalent Amount")
                           equal  to the Fair  Market  Value  of the  number  of
                           shares of Stock  that would  have been  purchased  if
                           each  dividend  paid on a share  of Stock on or after
                           the Grant  Date and on or before  the  exercise  date
                           were invested in shares of Stock at a purchase  price
                           equal to its  Fair  Market  Value  on the  respective
                           dividend payment date, or

                                    (D) an amount equal to the Fair Market Value
                           of a  share  of  Stock  on the  exercise  date of the
                           performance  unit (plus, if so specified in the Award
                           Agreement, a Dividend Equivalent Amount),  reduced by
                           the  Fair  Market  Value  of a share  of Stock on the
                           Grant Date of the performance unit.

                           (iv) The benefit upon the  exercise of a  performance
                  unit  shall  be   payable  as  soon  as  is   administratively
                  practicable  (but in any event within 90 days) after the later
                  of (A) the  date  the  Grantee  is  deemed  to  exercise  such
                  performance  unit,  or (B) the date (or  dates in the event of
                  installment  payments)  as  provided in the  applicable  Award
                  Agreement.  Such benefit shall be payable in cash, except that
                  the Committee,  with respect to any particular exercise,  may,
                  in its  discretion,  pay  benefits  wholly  or partly in Stock
                  delivered  to the Grantee or  credited to a brokerage  account
                  specified  by the  Grantee.  The  number  of  shares  of Stock
                  payable in lieu of cash  shall be  determined  by valuing  the
                  Stock  at its  Fair  Market  Value  on the  business  day next
                  preceding the date such benefit is to be paid.

                  (c)      Payment of Performance Shares

                  . Subject to Articles 4(c)(vii),  12 and 13 and such terms and
conditions  as the Committee may impose,  and unless  otherwise  provided in the
applicable Award  Agreement,  if the Committee has determined in accordance with
Article 6(f)(iv) that the minimum  performance goals with respect to an Award of
performance  shares have been achieved during the applicable  Measuring  Period,
then the  Company  shall pay to the Grantee of such Award (or, at the request of
the Grantee,  deliver to a brokerage account specified by the Grantee) shares of
Stock  equal in number  to the  product  of the  number  of  performance  shares
specified  in the  applicable  Award  Agreement  multiplied  by the  Performance
Percentage achieved during such Measuring Period,  except to the extent that the
Committee in its discretion  determines that cash be paid in lieu of some or all
of such shares of Stock.  The amount of cash payable in lieu of a share of Stock
shall be  determined  by  valuing  such  share at its Fair  Market  Value on the
business day next preceding the date such cash is to be paid.  Payments pursuant
to this Article 8(d) shall be made as soon as administratively  practicable (but
in any event within 90 days) after the end of the applicable  Measuring  Period.
Any performance shares with respect to which the performance goals have not been
achieved by the end of the applicable Measuring Period shall expire.

                  (d)      Payment of Phantom Stock Awards

                  . Upon the vesting of a phantom stock Award, the Grantee shall
be entitled to receive a cash payment in respect of each share of phantom  stock
which shall be equal to the Fair Market Value of a share of Stock as of the date
the phantom  stock Award was granted,  or such other date as  determined  by the
Committee at the time the phantom stock Award was granted. The Committee may, at
the time a phantom  stock Award is granted,  provide a limitation  on the amount
payable in respect of each share of phantom  stock.  In lieu of a cash  payment,
the Committee may settle phantom stock Awards with shares of Stock having a Fair
Market Value equal to the cash payment to which the Grantee has become entitled.

                  (e)      Exercise, Cancellation, Expiration or Forfeiture of 
                           Tandem Awards

                  . Upon the exercise, cancellation,  expiration,  forfeiture or
payment in  respect  of any Award  which is  identified  with any  Tandem  Award
pursuant to Article 6(i), the Tandem Award shall automatically  terminate to the
extent of the number of shares in  respect  of which the Award is so  exercised,
cancelled,  expired,  forfeited  or  paid,  unless  otherwise  provided  by  the
Committee at the time of grant of the Tandem Award or thereafter.

         9.       Spin-off and Substitute Options.

         Spin-off Options and Substitute Options shall be issued under this Plan
pursuant to and in accordance with the terms of the Benefits Agreement. Spin-off
Options and Substitute Options shall be governed by the terms of the Plan to the
extent  that  the  terms  of the  Plan do not  conflict  with  the  terms of the
agreements evidencing the Spin-off Options and Substitute Options.

         10.      Effect of Certain Transactions.

         With respect to any Award which  relates to Stock,  in the event of (i)
the liquidation or dissolution of the Company or (ii) a merger or  consolidation
of the Company (a "Transaction"), the Plan and the Awards issued hereunder shall
continue in effect in accordance  with their  respective  terms and each Grantee
shall be  entitled  to receive in respect of each share of Stock  subject to any
outstanding Awards,  upon the vesting,  payment or exercise of the Award (as the
case may be), the same number and kind of stock, securities,  cash, property, or
other consideration that each holder of a share of Stock was entitled to receive
in the Transaction in respect of a share of Stock.

         11.      Mandatory Withholding Taxes.

         The  Company  shall have the right to deduct from any  distribution  of
cash to any Grantee an amount equal to the federal, state and local income taxes
and other  amounts as may be required by law to be  withheld  (the  "Withholding
Taxes") with respect to any Award. If a Grantee is to experience a taxable event
in connection  with the receipt of shares  pursuant to an Option exercise or the
vesting or payment of another  type of Award (a  "Taxable  Event"),  the Grantee
shall pay the Withholding Taxes to the Company prior to the issuance, or release
from escrow, of such shares or payment of such Award.  Payment of the applicable
Withholding Taxes may be made, as determined by the Committee in its discretion,
in any  one or any  combination  of (i)  cash,  (ii)  shares  of  restricted  or
unrestricted Stock owned by the Grantee prior to the Taxable Event and valued at
its Fair Market  Value on the  business day  immediately  preceding  the date of
exercise,  or (iii) by making a Tax Election (as described below).  For purposes
of this Article 11, the Committee may provide in the Award Agreement at the time
of grant, or at any time  thereafter,  that the Grantee,  in satisfaction of the
obligation to pay Withholding Taxes to the Company, may elect to have withheld a
portion of the shares  then  issuable  to him or her  having an  aggregate  Fair
Market Value equal to the Withholding Taxes.

         12.      Termination of Employment.

         The Award Agreement  pertaining to each Award shall set forth the terms
and conditions  applicable to such Award upon a Termination of Employment of the
Grantee by the Company,  a Subsidiary or an operating  division or unit,  which,
except  for  Options  granted  to  nonemployee  directors  pursuant  to  Article
6(b)(ii),  shall be as the Committee  may, in its  discretion,  determine at the
time the Award is granted or thereafter.

         13.      Securities Law Matters.

                  (a) If the  Committee  deems it  necessary  to comply with the
Securities  Act of 1933, the Committee may require a written  investment  intent
representation  by the  Grantee  and may require  that a  restrictive  legend be
affixed to certificates for shares of Stock.

                  (b) If, based upon the opinion of counsel for the Company, the
Committee determines that the exercise or  nonforfeitability  of, or delivery of
benefits  pursuant to, any Award would violate any  applicable  provision of (i)
federal or state securities law or (ii) the listing requirements of any national
securities  exchange on which are listed any of the Company's equity securities,
then  the  Committee  may  postpone  any  such  exercise,  nonforfeitability  or
delivery,  as the case may be,  but the  Company  shall use its best  efforts to
cause such  exercise,  nonforfeitability  or  delivery  to comply  with all such
provisions at the earliest practicable date.

                  (c)  Notwithstanding  any  provision  of the Plan or any Award
Agreement to the contrary,  no shares of Stock shall be issued to any Grantee in
respect  of any  Award  prior to the time a  registration  statement  under  the
Securities Act of 1933 is effective with respect to such shares.

         14.      No Funding Required.

         Benefits payable under the Plan to any person shall be paid directly by
the Company.  The Company shall not be required to fund, or otherwise  segregate
assets to be used for payment of, benefits under the Plan.

         15.      No Employment Rights.

         Neither the  establishment  of the Plan,  nor the granting of any Award
shall be construed  to (a) give any Grantee the right to remain  employed by the
Company or any of its Subsidiaries or to any benefits not specifically  provided
by the Plan or (b) in any manner  modify the right of the  Company or any of its
Subsidiaries to modify, amend, or terminate any of its employee benefit plans.

         16. Rights as a Stockholder.

         A Grantee  shall not,  by reason of any Award  (other  than  restricted
Stock),  have any right as a  stockholder  of the  Company  with  respect to the
shares of Stock which may be deliverable  upon exercise or payment of such Award
until such shares have been delivered to him. Shares of restricted Stock held by
a Grantee or held in escrow by the  Secretary of the Company shall confer on the
Grantee all rights of a stockholder of the Company, except as otherwise provided
in the Plan.

         17.      Nature of Payments.

         Any and all grants,  payments of cash, or deliveries of shares of Stock
hereunder shall constitute  special incentive  payments to the Grantee and shall
not be taken into account in computing the amount of salary or  compensation  of
the Grantee for the purposes of determining  any pension,  retirement,  death or
other benefits under (a) any pension,  retirement,  profit-sharing,  bonus, life
insurance  or  other  employee  benefit  plan  of  the  Company  or  any  of its
Subsidiaries or (b) any agreement between the Company or any Subsidiary,  on the
one hand, and the Grantee,  on the other hand,  except as such plan or agreement
shall otherwise expressly provide.

         18.      Non-Uniform Determinations.

         Neither the Committee's nor the Board's  determinations  under the Plan
need be uniform and may be made by the Committee or the Board  selectively among
persons who  receive,  or are eligible to receive,  Awards  (whether or not such
persons  are  similarly  situated).  Without  limiting  the  generality  of  the
foregoing,  the  Committee  shall  be  entitled,  among  other  things,  to make
non-uniform  and  selective  determinations,   to  enter  into  non-uniform  and
selective Award Agreements as to (a) the identity of the Grantees, (b) the terms
and provisions of Awards, and (c) the treatment of Terminations of Employment.

         19.      Adjustments.

         In the event of Change in  Capitalization,  the Committee  shall, 
         in its sole  discretion,  make equitable adjustment of

                  (a)      the  aggregate  number  and  class of  shares  of 
                           Stock  or  other  stock or  securities
                           available under Article 3,

                  (b)      the  number  and  class of  shares  of Stock or other
                           stock or  securities  covered  by an Award  and to be
                           covered by Options  granted to nonemployee  directors
                           pursuant to Article 6(b)(ii),

                  (c)      the Option Price applicable to outstanding Options,

                  (d)      the terms of performance  unit and performance  share
                           grants (to the extent  permitted under Section 162(m)
                           of the Code and the  regulations  thereunder  without
                           adversely  affecting the treatment of the performance
                           unit  or  performance   share  as   Performance-Based
                           Compensation, and

                  (e)      the  Fair  Market  Value  of  Stock  to  be  used  to
                           determine  the  amount of the  benefit  payable  upon
                           exercise of performance units,  performance shares or
                           phantom stock.

                  (f)      the  maximum  number  and class of shares of Stock or
                           other  securities with respect to which Awards may be
                           granted to any  individual in any three calendar year
                           period

                  (g)      the  number  and  class of  shares  of Stock or other
                           securities  with respect to which Director Shares are
                           to be granted under Article 6(h).

         20. Amendment of the Plan.

         The Board may from time to time in its  discretion  amend or modify the
Plan without the  approval of the  stockholders  of the Company,  except as such
stockholder  approval  may be  required  (a) to retain  Incentive  Stock  Option
treatment  under  Section  422 of  the  Internal  Revenue  Code,  (b) to  permit
transactions in Stock pursuant to the Plan to be exempt from potential liability
under Section 16(b) of the 1934 Act or (c) under the listing requirements of any
securities exchange on which any of the Company's equity securities are listed.

         21. Termination of the Plan.

         The  Plan  shall  terminate  on the  tenth  (10th)  anniversary  of the
Effective  Date  or at  such  earlier  time  as the  Board  may  determine.  Any
termination,  whether  in whole or in part,  shall not  affect  any  Award  then
outstanding under the Plan.

         22.      No Illegal Transactions.

         The Plan and all Awards granted  pursuant to it are subject to all laws
and regulations of any governmental  authority which may be applicable  thereto;
and notwithstanding  any provision of the Plan or any Award,  Grantees shall not
be entitled to exercise  Awards or receive the benefits  thereof and the Company
shall not be  obligated to deliver any Stock or pay any benefits to a Grantee if
such  exercise,  delivery,  receipt or payment of benefits  would  constitute  a
violation  by the  Grantee or the  Company of any  provision  of any such law or
regulation.

         23.      Governing Law.

         Except where preempted by federal law, the law of the State of Delaware
shall be controlling in all matters relating to the Plan,  without giving effect
to the conflicts of law principles thereof.

         24.      Severability.

         If all or any part of the Plan is declared by any court or governmental
authority to be unlawful or invalid,  such  unlawfulness or invalidity shall not
serve to  invalidate  any  portion of the Plan not  declared  to be  unlawful or
invalid. Any Article or part of an Article so declared to be unlawful or invalid
shall, if possible, be construed in a manner which will give effect to the terms
of such  Article or part of an  Article to the  fullest  extent  possible  while
remaining lawful and valid.