Exhibit 10.15






                              COMMSCOPE, INC.
                              ---------------

                   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                   --------------------------------------




                          AS AMENDED AND RESTATED
                        EFFECTIVE FEBRUARY 15, 2001

<PAGE>


                                 ARTICLE I
                                 ---------

                                INTRODUCTION
                                ------------

1.1.    Effective Date. The effective date of the Plan is June 8,
1990, and as amended and restated herein, January 1, 2001.

1.2.    Purpose. The purpose of the Plan is to provide supplemental
retirement benefits for a select group of management and/or highly
compensated employees of CommScope, Inc. and its Subsidiaries. The Plan is
an unfunded arrangement that is not intended to qualify under Section
401(a) of the Internal Revenue Code of 1986, as amended from time to time,
nor be generally subject to the Employee Retirement Income Security Act of
1974, as amended from time to time.

1.3.    Legal Effect. The terms and conditions of the Plan as restated
herein shall amend and supersede, prospectively and in its entirety, the
terms and conditions of the CommScope, Inc. of North Carolina Supplemental
Executive Retirement Plan, originally adopted June 8, 1990 (the "Prior
Plan"), except as expressly stated herein; provided, however, that the
provisions of the Prior Plan shall continue to govern the benefits and
rights of (i) all Participants who were retired under the terms of the
Prior Plan as of December 31, 2000, and, (ii) any other non-retired
Participant who was both actively employed and covered under the terms of
the Prior Plan as of December 31, 2000, who elects not to be covered under
the Plan as set forth herein in lieu of coverage under the Prior Plan. For
the avoidance of doubt, as of and following January 1, 2001, no Participant
may participate in both the Prior Plan and this Plan.

1.4.    Administration. The Plan shall be administered by the Board or
a Committee appointed by the Board.
<PAGE>

                                 ARTICLE II
                                 ----------

                                DEFINITIONS
                                -----------

2.1     Administrator shall mean the Board, or the Committee appointed
by the Board, responsible for the overall operation and administration of
the Plan.

2.2     Annual Compensation shall mean the Compensation paid to a
Participant by the Company for the Plan Year.

2.3     Annual Compensation Cap shall mean the lesser of (i) the
Participant's Annual Compensation up to the limitation amount set forth
under Section 401(a)(17) of the Code as applicable to the Plan Year, and
(ii) such Participant's Annual Compensation up to the specific amounts as
set forth in Appendix A of the Plan herein.

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

2.5     Beneficiary shall mean the person or persons designated by the
Participant to receive a distribution of Plan benefits upon the death of
such Participant.

2.5.    Board shall mean the Board of Directors of the Company.

2.6.    Cause shall mean a Participant's commission of fraud,
embezzlement, gross misconduct, or other felonies against the Company.

2.7.    Change of Control means, any of the following:

             (i) the acquisition by any person (a "Person") (within the
        meaning of Sections 13(d) and 14(d) of the Securities Act of 1934,
        as amended (the "1934 Act")) 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 January 1, 2001, 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.

2.6.    Code shall mean the Internal Revenue Code of 1986, as amended
from time to time.

2.7.    Committee shall mean a committee created by the Board to
determine compensation matters involving officers and directors. Any
function exercisable by such Committee may also be exercised by the Board
if no such Committee is ever created or is created and subsequently
disbanded. Members of the Committee may be Board members or other officers
of the Company as designated by the Board.

2.8.    Company shall mean CommScope, Inc., and any successor
corporation or other legal entity thereto.

2.9.    Compensation in respect of any Plan Year shall mean the cash
salary and wages paid to the Participant by the Company, including annual
bonuses and commissions earned and accrued in respect of such Plan Year
(whether or not actually paid in that Plan Year), but excluding payments
associated with any other employee benefit plan, profit sharing plan, long
term incentive or stock and stock option programs provided by the Company.
Compensation shall also include any salary reduction contributions made by
the Company under another Company sponsored employee benefit plan that
satisfies the requirements of Section 125 or Section 401(k) of the Code.

2.10.   Early Retirement Date shall mean, unless determined otherwise
by the Plan Administrator on a case-by-case basis, the first day of the
calendar month coincident with or next following the later of the
Participant's 55th birthday and the completion of 10 years of Service with
the Company.

2.11.   Earnings shall mean the notional investment amounts
periodically credited to each Participant's Special Account or Regular
Account.

2.12.   ERISA shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time.

2.13.   Normal Retirement Date shall mean the first day of the
calendar month coincident with or next following the Participant's
65th birthday.

2.14.   Participant shall mean any individual actively employed by
the Company or Subsidiary who is a member of a select group of management
and/or highly compensated employees and who is designated a Participant by
the Board or the Committee.

2.15.   Plan shall mean the CommScope, Inc. Supplemental Executive
Retirement Plan as Amended and Restated Effective January 1, 2001, as
amended from time to time.

2.16.   Plan Year shall mean the calendar year.

2.17.   Prior Plan shall mean the plan and plan provisions of the
CommScope, Inc. of North Carolina Supplemental Executive Retirement Plan as
in effect as of December 31, 2000 and prior to the amendment and
restatement of such Plan effective January 1, 2001.

2.18.   Regular Account shall mean the individual account established
for each employee who first becomes a Participant in the Plan on or after
January 1, 2001, or any other actively employed Participant under the Prior
Plan as of December 31, 2000 who elects to be covered under the terms of
this Plan, to which the Company credits an annual Company contribution and
Earnings as provided in Article IV herein.

2.19.   Service shall mean the period of full time employment of a
Participant with (i) the Company, (ii) a prior parent corporation and/or a
prior Subsidiary, or (iii) a Subsidiary or parent corporation.
Notwithstanding the above, at the complete discretion of the Board or
Committee, Service for purposes of determining any Participant's Special
Account may include all or any part of a Participant's continuous full time
employment with the company with whom such Participant was employed
immediately prior to becoming employed by the Company or Subsidiary.

2.20.   Special Account shall mean the initial individual account
established for each employee who first becomes a Participant in the Plan
on or after the January 1, 2001, or any other actively employed Participant
under the Prior Plan as of December 31, 2000 who elects to be covered under
the terms of this Plan, to which the Company credits a single lump sum
amount and Earnings thereafter as provided in Article IV herein.

2.21.   Subsidiary shall mean any corporation or other legal entity
(whether or not incorporated), in which the Company directly or indirectly
owns either (A) Voting Securities possessing at least 50% of the Voting
Power of such entity, or (B) if such entity does not issue Voting
Securities, at least 50% of the ownership interests in such entity.

2.22.   Supplemental Retirement Account Balance shall mean the total
of the Participant's Regular Account and Special Account, including
Earnings thereon, as of any date.

2.23.   Survivor's Benefit shall mean the Supplemental Retirement
Account Balance payable to the Participant's Beneficiary in accordance with
Article V herein.

2.24.   Termination of Service shall mean the termination of a
Participant's active Service with the Company or any Subsidiary, division
or unit whether by voluntary or involuntary separation, retirement, death,
or disability.

2.25.   Voting Power shall mean the combined voting power of the then
outstanding Voting Securities.

2.26. Voting Securities shall mean, with respect to the Company or any
Subsidiary, any securities issued by the Company or such Subsidiary,
respectively, which generally entitle the holder thereof to vote for the
election of directors of the Company.
<PAGE>

                                ARTICLE III
                                -----------

          DESIGNATION OF PARTICIPANTS AND ELIGIBILITY FOR BENEFITS
          --------------------------------------------------------

3.1.    Designation of Participants. An actively employed Participant
under the Prior Plan as of December 31, 2000 who elects to be covered under
the terms of this Plan shall automatically become a Participant in this
Plan. Any other employee shall become a Participant in this Plan when the
Board or the Committee has (i) approved his selection to become a
Participant in the Plan, (ii) determined the amount of any Special Account
to be credited to the employee, and (iii) notified the employee, in
writing, that he is a Participant in the Plan. Such notice shall be given
to a Participant by the Company with the concurrence of the Board or the
Committee and shall be accompanied by such information as shall be deemed
appropriate to describe the provisions of the Plan and the benefits
thereunder.

3.2.    Eligibility for Benefits. Benefits shall be payable in respect
of a Participant if:


        (a) the Participant's Termination of Service occurs on or after
his Normal Retirement Date.

        (b) the Participant's Termination of Service occurs on or after
his Early Retirement Date.

        (c) the Participant's Termination of Service occurs as a result
of (i) his death while in active Service before his Early Retirement Date
or Normal Retirement Date and he is survived by his Beneficiary, or
(ii) his disability as described in section 5.5 herein.

        (d) the Participant's involuntary Termination of Service by the
Company for reasons other than for Cause.

Except as provided in (c) or (d) above, in section 3.5 below, or upon a
complete termination of the Plan in accordance with section 8.1 below, no
benefits shall be payable hereunder with respect to any Participant whose
Termination of Service occurs prior to the earlier of his Early Retirement
Date or his Normal Retirement Date.

3.3.    Continued Employment after Normal Retirement Date. In the
event a Participant remains an active employee of the Company or any
Subsidiary, division or unit after his Normal Retirement Date, his right to
benefits under this Plan shall be fully vested, but no benefits shall be
payable to the Participant until the first day of the calendar month
following his Termination of Service for any reason. In addition, any such
Participant who remains an active employee of the Company or any
Subsidiary, division or unit after his Normal Retirement Date, shall
continue to be eligible to receive (i) annual contributions to his Regular
Account in accordance with Article 4.3 and (ii) Earnings on his Special
Account and Regular Account in accordance with Article 4.5 hereof.

3.4.    Continued Eligibility for Benefits. Notwithstanding the above,
the Participant's rights to receive, or continue to receive, his
Supplemental Executive Retirement Plan Account Balance as defined in
section 4.1 of this Plan, shall be contingent on his

        (a) rendering reasonable business consulting and advisory services
after a Termination of Service as the Company may reasonably request from
time to time; provided:

             (i) It is understood that such services shall not require the
        Participant to be active in the day-to-day activities of the
        Company, and that the Participant shall perform such services as an
        independent contractor.

             (ii) It is further understood that the Participant shall be
        reasonably compensated for such services in an amount to be then
        agreed upon, and he shall be reimbursed for all expenses incurred
        in performing such services.

        (b) not performing services similar to the services performed by
the Participant for the Company or any affiliate of the Company, in any
capacity, for any business enterprise which competes in a substantial
degree with the Company, nor engaging in any activity, including the
solicitation of the Company's employees, that involves substantial
competition with the Company, without the prior written consent of the
Company, during the greater of (i) the period during which the Participant
is entitled to payments hereunder, and (ii) two (2) years immediately
following the Participant's Termination of Service.

3.5.    Special Provision Upon Change in Control. In the event of a
Change of Control, other provisions of this Article III notwithstanding,
each Participant employed by the Company immediately prior to such Change
of Control shall be eligible to receive the full value of his Supplemental
Retirement Account Balance in the form of a single lump sum as soon as
practicable following his Termination of Service for any reason other than
by the Company for Cause within the two (2) years after the date of such
Change of Control, and the requirements set forth in Articles 3.2 and 3.4
shall not be applicable.
<PAGE>


                                 ARTICLE IV
                                 ----------

                      SUPPLEMENTAL RETIREMENT BENEFITS
                      --------------------------------

4.1.    Supplemental Retirement Account Balance. All benefits under
this Plan shall be provided to each Participant from such Participant's
Supplemental Retirement Account Balance as established, maintained, and
distributed by the Company in accordance with the terms of the Plan. Each
Participant's Supplemental Account Balance shall be equal to the sum of
such Participant's Special Account and Regular Account including Earnings
thereon, as described herein.

4.2. Special Account. The Company shall establish for each
Participant in the Plan an individual Special Account. The Special Account
for each actively employed Participant under the Prior Plan as of December
31, 2000, who elects to be covered under the terms of this Plan, shall be
the lump sum actuarial equivalent of the retirement benefit accrued by such
Participant under the terms of that Prior Plan as of December 31, 2000.
Such Special Account shall be credited with Earnings beginning January 1,
2001, and accumulated balances thereunder shall continue to be credited
with Earnings until completely distributed to the Participant, or his
Beneficiary, if applicable.

The Special Account for each other Participant who was not a Participant in
the Prior Plan shall, unless the Board or the Committee determines in its
sole discretion with respect to any Participant to increase the amount of
such Special Account, be equal to the product of 5% of such Participant's
Annual Compensation as earned over the Plan Year immediately preceding the
Plan Year in which the employee first becomes a Participant, multiplied by
the number of whole and fractional years of Service completed by the
Participant while employed by the Company in a salary grade 17 or higher,
as rendered prior to the January 1 of the Plan Year in which the employee
first becomes a Participant. Such Special Account shall be credited with
Earnings beginning with the Plan Year in which the Special Account is first
established, and accumulated balances thereunder shall continue to be
credited with Earnings until completely distributed to the Participant, or
his Beneficiary, if applicable.

4.3.    Regular Account. The Company shall establish for each
Participant in the Plan an individual Regular Account to which the Company
shall credit an annual contribution beginning December 31, 2001 and each
subsequent December 31, thereafter, to each Participant who as of such
December 31, is both a Participant in this Plan and is actively employed by
the Company or a Subsidiary. The annual contribution credited to the
Regular Account of any Participant who is in a salary grade above grade 17
as of December 31 of the Plan Year for which the contribution is
determined, shall, unless the Board or the Committee determines in its
discretion with respect to any Plan Year to increase the amount of such
contribution, be equal to 5% of such Participant's Annual Compensation up
to such Participant's Annual Compensation Cap, plus 15% of such
Participant's Annual Compensation in excess of such Participant's Annual
Compensation Cap as applicable to the Plan Year.
<PAGE>

The annual contribution credited to the Regular Account of any Participant
who is in a salary grade 17, or below, as of December 31 of the Plan Year
for which the contribution is determined, shall, unless the Board or the
Committee determines in its discretion with respect to any Plan Year to
increase the amount of such contribution, be equal to 5% of such
Participant's Annual Compensation up to such Participant's Annual
Compensation Cap, plus 10% of such Participant's Annual Compensation in
excess of such Participant's Annual Compensation Cap as applicable to the
Plan Year. Contributions credited to the Regular Account shall be credited
with Earnings beginning with the Plan Year immediately following its
determination, and accumulated balances thereunder shall continue to be
credited with Earnings until completely distributed to the Participant, or
his Beneficiary, if applicable.

In addition, the Board or the Committee may at its discretion credit to a
Participant's Regular Account, at any time or from time to time, a special
lump sum contribution. Such special lump sum contributions to a
Participant's Regular Account shall be credited with Earnings beginning
with the Plan Year in which the contribution is determined, and accumulated
balances thereunder shall continue to be credited with Earnings until
completely distributed to the Participant, or his Beneficiary, if
applicable.

4.4.    Determination of Regular Account Credit in Year of Termination
of Service. If a Participant first experiences a Termination of Service
other than as of December 31 of a Plan Year and qualifies for benefits
under Article III of this Plan, he shall be eligible for a partial
contribution credit to his Regular Account. The partial credit shall be
determined as of the date of his Termination of Service by first computing
the annualized value of the Participant's Compensation and Annual
Compensation Cap, then multiplying such amounts by the applicable
contribution percentage factors set forth in section 4.3 above, and then
multiplying the resulting amount by a prorated factor equal to the number
of completed months of Service as of the Termination of Service date
divided by 12.

For purposes of this section 4.4, the portion of the Participant's Annual
Compensation considered attributable to his bonus or commission shall be
his target bonus or commission (deemed achieved at a 100% level of
performance, if applicable) as in effect as for the year during which the
Termination of Service occurs.  If it is subsequently determined that his
actual bonus or commission attributable to the year of his Termination of
Service is other than such target bonus or commission amount, then the
Administrator may recalculate the partial contribution credit to his
Regular Account to reflect such difference and may adjust the remaining
balance of the Participant's Supplemental Executive Retirement Plan Account
Balance accordingly. Such recalculations and adjustments shall be completed
as soon as practicable following the determination of the actual bonus or
commission amounts payable, and any resulting adjustments shall be credited
with Earnings as set forth herein.

4.5.    Determination and Crediting of Earnings. The Earnings credited
to each Participant's Special Account and Regular Account for each Plan
Year shall be determined by the Administrator prior to the beginning of
such Plan Year and shall be communicated to each Participant. For the Plan
Year beginning January 1, 2001, and for each subsequent Plan Year
thereafter until changed by the Administrator, the Earnings credited to
each Participant's Special Account and Regular Account shall be at a rate
of seven percent (7%) per annum. Earnings shall be credited to each
Participant's Special Account or Regular Account from time to time during
each Plan Year in which the Participant retains an undistributed amount in
his Supplemental Retirement Account Balance.

4.6.    Computation of Actuarial Equivalents. To the extent that
actuarial calculations under this Plan are required pursuant to the
development of the Special Accounts set forth in section 4.2 above,
actuarial equivalents shall be determined on the basis of mortality tables
and interest factors that are reasonable. Such tables and factors shall be
developed with the assistance of an independent actuary selected by the
Plan Administrator.


                                 ARTICLE V
                                 ---------

                            PAYMENT OF BENEFITS
                            -------------------

5.1.    Commencement of Benefit Payments. The payment of benefits to a
Participant who becomes eligible for payments due to a Termination of
Service described in Article III of the Plan shall commence on the January
31st or July 31st next following such Participant's Termination of Service.
All subsequent payments shall be made as of the yearly anniversary date of
the first payment and on each subsequent yearly anniversary date until such
time as the Participant's Supplemental Retirement Account Balance has been
completely distributed.

5.2.    Form of Benefit Payments. (a) The Participant may elect to
have his Supplemental Retirement Account Balance distributed to him in
annual installments covering a period of 5, 10 or 15 years. At least twelve
(12) months prior to the date that the first installment is scheduled to be
made, the Participant shall elect his installment period on forms provided
by the Administrator. In the absence of a timely election, the distribution
shall be in annual installments over a 5 year period. Except as indicated
herein, once the first installment has been made, no further changes in the
duration of the installment period will be permitted.

             (b) Notwithstanding the above, a Participant who is eligible
        for an initial distribution, or has commenced his distribution but
        has not received all applicable payments, may request that the
        Administrator distribute to him in a single lump sum, his remaining
        Supplemental Retirement Account Balance. Upon the approval of the
        Administrator, such distribution requested pursuant to this Article
        5.2(b) shall be made in a single lump sum, provided that the lesser
        of $50,000, or ten percent (10%) of the amount remaining in the
        Supplemental Retirement Account Balance as of the date of such
        distribution shall be forfeited prior to the payment of the
        remainder to the Participant. Any such lump sum payments shall be
        made as soon as practicable following the approval of such
        distribution by the Administrator without regard to the provisions
        of section 5.1 herein.

5.3.    Payment of Survivor's Benefit. In the event of the Participant's
death prior to the complete distribution of his Supplemental Retirement
Account Balance, distribution of any remaining amounts shall be made to the
Participant's Beneficiary in a single lump sum as soon as practicable
following the death of the Participant and the determination of the
Beneficiary. If no Beneficiary designation is in effect at the time of the
Participant's death, or if the Beneficiary is missing or has predeceased
the Participant, the Survivor's Benefit shall be made to the personal
representative of the Participant's estate in accordance with applicable
state law.

5.4.    Designation of Beneficiary. Immediately upon becoming a Participant,
each Participant shall designate in writing the Beneficiary who shall
receive the Survivor's Benefit upon his death. The Participant may change
his Beneficiary from time to time, at his discretion, by notifying the
Administrator in writing.

5.5.    Payments in the Event of Disability. In the event that a
Participant has a physical or mental disability which renders him totally
and permanently incapable of performing his duties for the Company on a
substantially full-time basis, he shall be entitled to his Supplemental
Retirement Account Balance. The payment of the Supplemental Retirement
Account Balance shall be made in a single lump sum as soon as practicable
following the determination of the Participant's total and permanent
disability. Such determination of disability shall be made by the
Administrator based on medical evidence deemed acceptable by the
Administrator. Such evidence may include the Participant's qualification
for disability payments under Social Security, and/or payments under a
Company sponsored long term disability insurance program.

5.6.    Valuation of Benefit Payments. All distributions under this
Plan shall be based upon the amount credited to the Participant's
Supplemental Retirement Account Balance as determined as of the business
day immediately preceding the date of distribution. In the event that the
benefit payments are in the form of annual installments, each installment
shall be determined by dividing the amount of the Supplemental Retirement
Account Balance, determined as of the business day immediately preceding
the date of such installment, by the remaining number of installments,
including the current installment, to be paid.

5.7     Investment to Facilitate Payment of Benefits. Although the
Company is not obligated to invest any specific asset or fund, or purchase
any insurance contract in order to provide a means for the payment of any
liabilities under this Plan, the Company may elect to do so at any time,
but without any obligation to continue such investment or other payment
vehicles for any particular period of time.
<PAGE>

                                 ARTICLE VI
                                 ----------

                     FUNDING AND PARTICIPANT'S INTEREST
                     ----------------------------------

6.1     Supplemental Executive Retirement Plan Unfunded. The Plan shall
at all times be considered entirely unfunded for both federal and state
income tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended, and no trust shall be created by
or for the Plan. The crediting to each Participant's Special Account or
Regular Account, as the case may be, shall be made through recordkeeping
entries. No actual funds shall be set aside; provided, however, that
nothing herein shall prevent the Company from establishing one or more
grantor trusts from which benefits due under this Plan may be paid in
certain instances. All distributions shall be paid by the Company from its
general assets and a Participant (or his or her beneficiary) shall have the
rights of a general unsecured creditor against the Company for any
distributions due hereunder. The Plan constitutes a mere promise by the
Company to make benefit payments in the future.

6.2     Participant's Interest in Plan. A Participant has an interest
only in the total value of the amount credited to his accounts.
<PAGE>

                                ARTICLE VII
                                -----------

                     ADMINISTRATION AND INTERPRETATION
                     ---------------------------------


7.1     Administration. The Administrator shall be in charge of the
overall operation and administration of this Plan. The Administrator to the
extent appropriate and in addition to the powers described elsewhere in
this Plan, has full discretionary authority to construe and interpret the
terms and provisions of the Plan; to perform all acts, including the
delegation of its administrative responsibilities to advisors or other
persons who may or may not be employees of the Company; and to rely upon
the information or opinions of legal counsel or experts selected to render
advice with respect to the Plan, as it shall deem advisable, with respect
to the administration of the Plan.

7.2     Interpretation. The Administrator may take action, correct any
defect, supply any omission or reconcile any inconsistency in the Plan, or
in any election hereunder, in the manner and to the extent it shall deem
necessary to carry the Plan into effect or to carry out the Company's
purposes in adopting the Plan. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Company or the
Administrator arising out of, or in connection with, the Plan, shall be
within the absolute discretion of each of them, and shall be final, binding
and conclusive on the Company, and all Participants and Beneficiaries and
their respective heirs, executors, administrator, successors and assigns.
The Administrator's determinations hereunder need not be uniform, and may
be made selectively among eligible employees whether or not they are
similarly situated.

7.3     Records and Reports. The Administrator and its designees shall
keep a record of proceedings and actions and shall maintain or cause to be
maintained all such books of account, records, and other data as shall be
necessary for the proper administration of the Plan. Such records shall
contain all relevant data pertaining to individual Participants and their
rights under this Plan. The Administrator shall have the duty to carry into
effect all rights or benefits provided hereunder to the extent assets of
the Company are properly available.

7.4     Payment of Expenses. The Company shall bear all expenses
incurred by the Administrator in administering this Plan. If a claim or
dispute arises concerning the rights of a Participant or Beneficiary to
amounts deferred under this Plan, regardless of the party by whom such
claim or dispute is initiated, the Company shall, upon presentation of
appropriate vouchers, pay all legal expenses, including reasonable
attorney's fees, court costs, and ordinary and necessary out-of-pocket
costs of attorneys, billed to and payable by the Participant or by anyone
claiming under or through the Participant (such person being hereinafter
referred to as the "Participant's Claimant"), in connection with the
bringing, prosecuting, defending, litigating, negotiating, or settling of
such claim or dispute; provided that:

        (a) The Participant or the Participant's Claimant shall repay the
Company any such expenses theretofore paid or advanced by the Company if
and to the extent that the party disputing the Participant's rights obtains
a final judgment in its favor from a court of competent jurisdiction from
which no appeal may be taken, whether because the time to do so has expired
or otherwise, and it is determined by the court that such expenses were not
incurred by the Participant or the Participant's Claimant while acting in
good faith; provided further, that

        (b) In the case of any claim or dispute initiated by a Participant
or the Participant's Claimant, such claim shall be made, or notice of such
dispute given, with specific reference to the provisions of this Plan, to
the Administrator within two (2) years, (three (3) years in the event of a
Change of Control) after the occurrence of the event giving rise to such
claim or dispute.

7.5     Indemnification for Liability. The Company shall indemnify the
Administrator and the employees of the Company to whom the Administrator
delegates duties under this Plan against any and all claims, losses,
damages, expenses and liabilities arising from their responsibilities in
connection with this Plan, unless the same is determined to be due to gross
negligence or willful misconduct.

7.6     Claims Procedure. If a claim for benefits or for participation
under this Plan is denied in whole or in part, the claimant will receive
written notification from the Company within ninety (90) days following
receipt of such claim by the Administrator. The notification will include
specific reasons for the denial, specific reference to pertinent provisions
of this Plan, a description of any additional material or information
necessary to process the claim and why such material or information is
necessary, and an explanation of the claims review procedure.

7.7     Review Procedure. Within ninety (90) days after the claim is
denied, a claimant (or his duly authorized representative) may file a
written request with the Administrator for a review of his denied claim.
The claimant may review pertinent documents that were used in processing
his claim, submit pertinent documents, and address issues and comments in
writing to the Administrator. The Administrator will notify the claimant of
the final decision in writing within forty-five (45) days following receipt
of such written request by the Administrator. In this response, the
Administrator will explain the reason for the decision, with specific
references to pertinent Plan provisions on which the decision was based.

7.8     Legal Claims. In no event may a claimant commence legal action
for benefits the claimant believes are due the claimant until the claimant
has exhausted all of the remedies and procedures afforded the claimant by
this Article VII. No such legal action may be commenced more than two (2)
years after the date of the Administrator's final review decision,
described in Section 7.7 above.

7.9.    Participant and Beneficiary Information. Each Participant
shall keep the Administrator informed of his current address and the
current address of his designated Beneficiary or Beneficiaries. The
Administrator shall not be obligated to search for any person. If such
person is not located within two (2) years after the date on which payment
of the Participant's benefits payable under this Plan may first be made,
payment may be made as though the Participant or his Beneficiary had died
at the end of such two (2) year period.
<PAGE>

                                ARTICLE VIII
                                ------------

                         AMENDMENT AND TERMINATION
                         -------------------------

8.1     Amendment and Termination. The Company shall have the right, at
any time, to amend or terminate the Plan in whole or in part provided that
such amendment or termination shall not adversely affect the right of any
Participant or Beneficiary to a payment under the Plan on the basis of
contributions and Earnings to the Participant's Regular Account and/or
Special Account. The Company, upon review of the effectiveness of the Plan,
may at any time recommend amendments to, or termination of, the Plan to the
Administrator. The Company reserves the right, in its sole discretion, to
discontinue, or completely terminate, the Plan at any time. If the Plan is
discontinued with respect to future credits to the Participant's Regular
Account, the Participant's Supplemental Retirement Account Balance shall be
distributed in accordance with the provisions of Article V, unless the
Company designates that distributions shall be made on an earlier date. If
the Company designates such earlier date, each Participant shall receive
distribution of his entire Supplemental Retirement Account Balance as
specified by the Administrator for such event. If the Plan is completely
terminated by the Company, each Participant shall receive distribution of
his entire Supplemental Retirement Account Balance in one lump sum cash
payment as of the date of the Plan termination as designated by the
Administrator.
<PAGE>


                                 ARTICLE IX
                                 ----------

                          MISCELLANEOUS PROVISIONS
                          ------------------------

9.1     Right of the Company to Take Employment Actions. The adoption
and maintenance of this Plan shall not be deemed to constitute a contract
between the Company and any Participant, nor to be a consideration for, nor
an inducement or condition of, the employment of any person. Nothing herein
contained, or any action taken hereunder, shall be deemed to give any
Participant the right to be retained in the employee of the Company or to
interfere with the right of the Company to discharge any Participant at any
time, nor shall it be deemed to give to the Company the right to require
the Participant to remain in its employ, nor shall it interfere with the
Participant's right to terminate his or her employment at any time. Nothing
in this Plan shall prevent the Company from amending, modifying, or
terminating any other benefit plan.

9.2     Alienation or Assignment of Benefits. A Participant's rights
and interest under the Plan shall not be assigned or transferred except as
otherwise provided herein, and the Participant's rights to benefit payments
under this Plan shall not be subject to alienation, pledge or garnishment
by or on behalf of creditors (including heirs, beneficiaries, or
dependents) of the Participant or of a Beneficiary. Notwithstanding the
preceding, the Administrator may direct distributions pursuant to the Plan
to an alternate payee pursuant to a Qualified Domestic Relations Order
(QDRO), as defined in Section 414(p) of the Internal Revenue Code of 1986,
as amended, prior to any distribution date described in the Plan.

9.3     Right to Withhold. To the extent required by law in effect at
the time a distribution is made from the Plan, the Company or its agents
shall have the right to withhold or deduct from any distributions or
payments any taxes required to be withheld by federal, state or local
governments.

9.4     Construction. All legal questions pertaining to the Plan shall
be determined in accordance with the laws of the State of North Carolina,
to the extent such laws are not superseded by the Employee Retirement
Income Security Act of 1974, as amended, or any other federal law.

9.5     Headings. The headings of the Articles and Sections of this
Plan are for reference only. In the event of a conflict between a heading
and the contents of an Article or Section, the contents of the Article or
Section shall control.

9.6     Number and Gender. Whenever any words used herein are in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply, and references to the
male gender shall be construed as applicable to the female gender where
applicable, and vice versa.

9.7     Severability. If any provision of the Plan is invalid, in whole
or in part, such provision shall to that extent be severable and shall not
affect the remainder of such provision or any other provision of the Plan.
<PAGE>

                                 APPENDIX A


        -----------------------------------------------------------------------
                            Projected Pay Cap at 3.00%
        -----------------------------------------------------------------------

                        Year                          Pay Cap
        -----------------------------------------------------------------------
                        2001                          170,000
                        2002                          180,000
                        2003                          180,000
                        2004                          190,000
                        2005                          190,000
                        2006                          200,000
                        2007                          210,000
                        2008                          210,000
                        2009                          220,000
                        2010                          230,000
        -----------------------------------------------------------------------