Exhibit 10.8


                            AMENDED AND RESTATED

                              COMMSCOPE, INC.

                       1997 LONG-TERM INCENTIVE PLAN

                     (as amended through June 9, 1999)

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                             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.....................................19

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

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

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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..................................................21

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

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

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

17. Nature of Payments......................................................22

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

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      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 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 33% or more of the combined Voting
            Power of the  Company's  then  outstanding  Voting  Securities;
            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).


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      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.


<PAGE>

            (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.


<PAGE>

      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.


<PAGE>

            (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).


<PAGE>

      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;


<PAGE>

                  (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:


<PAGE>

                        (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:


<PAGE>

                        (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.





<PAGE>

      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


<PAGE>

                        (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.


<PAGE>

      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.


<PAGE>

      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,

            (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, and

            (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).


<PAGE>

      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.