BROADBAND TECHNOLOGIES, INC.

             SUPPLEMENTAL DEFERRED COMPENSATION PLAN




               (Effective as of December 1, 1998)

<PAGE>

                          BROADBAND TECHNOLOGIES, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN


                          BROADBAND TECHNOLOGIES, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS
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                                                                                          PAGE
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ARTICLE I - INTRODUCTION AND ESTABLISHMENT...................................................1

ARTICLE II - DEFINITIONS.....................................................................2
        2.1  Account.........................................................................2
        2.2  Anniversary Date................................................................2
        2.3  Base Salary.....................................................................2
        2.4  Beneficiary.....................................................................2
        2.5  Board...........................................................................2
        2.6  Bonus...........................................................................2
        2.7  Code............................................................................2
        2.8  Company.........................................................................2
        2.9  Compensation....................................................................2
        2.10  Deferral Subaccount............................................................2
        2.11  Election Form..................................................................3
        2.12  Employee.......................................................................3
        2.13  Employer.......................................................................3
        2.14  Employer Credit................................................................3
        2.15  Employer Credit Subaccount.....................................................3
        2.16  ERISA..........................................................................3
        2.17  Participant....................................................................3
        2.18  Plan...........................................................................3
        2.19  Plan Administrator.............................................................3
        2.20  Plan Year......................................................................3
        2.21  Valuation Date.................................................................3

ARTICLE III - PARTICIPATION..................................................................4
        3.1  Eligibility to Participate......................................................4
        3.2  Deferral Election...............................................................4
        3.3  Time and Manner of Election.....................................................4
        3.4  Change of Election..............................................................4
        3.5  Employer Credit.................................................................5

ARTICLE IV - INTEREST OF PARTICIPANTS........................................................6
        4.1  Accounting for Participants'Interests...........................................6
        4.2  Vesting of a Participant's Account..............................................6
        4.3  Distribution of a Participant's Account.........................................6
        4.4  Withdrawals During Employment...................................................7

ARTICLE V - PLAN ADMINISTRATOR...............................................................8
        5.1  Members.........................................................................8
        5.2  Action..........................................................................8

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        5.3  Right and Duties................................................................8
        5.4  Compensation, Indemnity and Liability...........................................9
        5.5  Taxes...........................................................................9

ARTICLE VI - CLAIMS PROCEDURE...............................................................10
        6.1  Claims for Benefits............................................................10
        6.2  Appeals........................................................................10

ARTICLE VII - AMENDMENT AND TERMINATION.....................................................11
        7.1  Amendments.....................................................................11
        7.2  Termination of Plan............................................................11

ARTICLE VIII - MISCELLANEOUS................................................................12
        8.1  Limitation on Participant's Rights.............................................12
        8.2  Benefits Unfunded..............................................................12
        8.3  Other Plans....................................................................12
        8.4  Receipt or Release.............................................................12
        8.5  Governing Law..................................................................12
        8.6  Adoption of Plan by Related Employers..........................................13
        8.7  Gender, Tense, and Headings....................................................13
        8.8  Successors and Assigns; Nonalienation of Benefits..............................13
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                                    ARTICLE I

                         INTRODUCTION AND ESTABLISHMENT

          BroadBand Technologies, Inc. hereby establishes the Plan for the
benefit of certain management and highly compensated employees of the Company
and affiliated adopting employers, as such employees are selected by the Board
of Directors of the Company. The Plan shall be effective as of December 1, 1998.

<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

          When used in this Plan, the following terms shall have the meanings
set forth below unless a different meaning is plainly required by the context:

          2.1 "Account" means the records maintained by the Plan Administrator
to determine each Participant's interest under this Plan. Such Account may be
reflected as an entry in the Employer's records, or as a separate account under
any trust established to provide benefits under the Plan, or as a combination of
both. The Plan Administrator may establish such additional subaccounts as it
deems necessary for the proper administration of the Plan.

          2.2 "Anniversary Date" means the last day of each Plan Year.

          2.3 "Base Salary" means a Participant's base salary for a Plan Year.

          2.4 "Beneficiary" means the person or persons last designated in
writing by the Participant to receive the amount in his Account in the event of
such Participant's death; or if no designation shall be in effect at the time of
a Participant's death or if all designated Beneficiaries shall have predeceased
the Participant, then the Beneficiary shall be the following, in the order
listed:

          (a)  Such Participant's surviving spouse, if any;

          (b)  Otherwise, the Participant's estate.

          2.5 "Board" means the Board of Directors of the Company.

          2.6 "Bonus" means the total amount of cash bonuses payable to a
Participant for a Plan Year.

          2.7 "Code" means the Internal Revenue Code of 1986, as amended.

          2.8 "Company" means BroadBand Technologies, Inc., or its successor or
successors.

          2.9 "Compensation" means a Participant's Base Salary and Bonus for a
Plan Year.

          2.10 "Deferral Subaccount" means the subaccount of a Participant's
Account maintained to reflect his interest in the Plan attributable to his
deferrals of Compensation and earnings or losses credited to such account.



                                       2
<PAGE>

          2.11 "Election Form" means the form prescribed by the Plan
Administrator on which a Participant may specify the amount of his Compensation
that is to be deferred pursuant to the provisions of Article III.

          2.12 "Employee" means any member of a select group of management or
highly compensated employee of an Employer.

          2.13 "Employer" means the Company and each affiliated employer which
has adopted the Plan with the consent of the Company.

          2.14 "Employer Credit" means the Employer credit described in Section
3.5.

          2.15 "Employer Credit Subaccount" means the subaccount of a
Participant's Account maintained to reflect his interest in the Plan
attributable to the Employer Credit, and any earnings or losses credited to such
account.

          2.16 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

          2.17 "Participant" means any eligible Employee who has satisfied the
requirements for participation in this Plan and who has an Account.

          2.18 "Plan" means the BroadBand Technologies, Inc. Supplemental
Deferred Compensation Plan, as it may be amended from time to time.

          2.19 "Plan Administrator" means the committee or individual appointed
pursuant to the provisions of this Plan to administer the Plan. In the absence
of such appointment, the Company shall be the Plan Administrator.

          2.20 "Plan Year" means the 12-month period January 1 to December 31,
provided that the first Plan Year shall begin December 1, 1998 and end December
31, 1998.

          2.21 "Valuation Date" means the Annual Valuation Date, December 31,
and any other date(s) selected by the Plan Administrator in its sole discretion
as of which the Accounts of Participants are valued.

                                       3
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                                   ARTICLE III
                                   
                                  PARTICIPATION

          3.1 Eligibility to Participate. The Board or its designee shall
specify the Employees of the Employer who are eligible to participate in the
Plan and the effective date and period of each such Employee's eligibility to
participate. Such eligibility designation may be made by establishing a minimum
compensation level for participation or by the use of such other criteria as the
Board deems appropriate from time to time. An Employee designated as eligible to
participate shall become a Participant on the eligibility date specified by the
Board or its designee in its discretion. A Participant shall continue to be
eligible to participate in the Plan until the Board determines he is no longer
eligible.

          3.2 Deferral Election. Each Participant may elect to defer under the
Plan any whole percentage of his Compensation in the manner described in Section
3.3. A separate election may apply to the Participant's Base Salary and Bonus
for the Plan Year. The amount of Base Salary deferred by the Participant shall
be deducted each pay period in which the Participant has Compensation during his
period of participation in the Plan.

          3.3 Time and Manner of Election. An eligible Employee desiring to make
a deferral election shall, no later than December 1 prior to the beginning of
each Plan Year (or within thirty (30) days of his initial eligibility to
participate) complete an Election Form indicating the percentage of Compensation
to be deferred under the Plan for such Plan Year. Such election must be made
prior to the period of service for which the Compensation subject to the
deferral election would otherwise be payable. If a Participant fails to file a
properly completed and duly executed Election Form with the Plan Administrator
by the prescribed time, he will be deemed to have elected not to defer any
Compensation under this Plan for the Plan Year, except to the extent the Plan
Administrator in its sole discretion permits an extension of the election
period. Except as provided in Section 3.4, a Participant may not, after the
applicable election date, discontinue his election to participate or change the
percentage of Compensation he has elected to defer for a Plan Year.

          The Participant shall designate on the Election Form (or on a separate
form provided by the Plan Administrator) a Beneficiary to receive payment of
amounts in his Account in the event of his death.

          3.4 Change of Election. Upon written notice to the Plan Administrator
by December 1 of a Plan Year, a Participant may increase, decrease, or
discontinue his deferral election for the following Plan Year; provided,
however, that (a) the form and amount deferred, and (b) the amount to be
deferred after such election, satisfy the provisions of Sections 3.2 and 3.3.

          In addition, a Participant may at any time during the Plan Year
terminate an election and discontinue future deferrals of Compensation under
this Plan by providing written notice to the Plan Administrator prior to the
start of the next payroll period for which


                                       4
<PAGE>

Compensation will be payable. In such event, Compensation earned for services
subsequent to such termination notice will be paid directly to the Participant
and will not be subject to his prior deferral election. A Participant who elects
to discontinue deferrals under the Plan for a Plan Year may not recommence
deferrals under the Plan until the next following Plan Year (or such later Plan
Year in which he is again eligible to participate), provided the Participant
completes and executes the required Election Form. Increases or decreases in the
amount a Participant elects to defer (other than a suspension of deferrals)
shall not be permitted during the Plan Year.

          3.5 Employer Credit. For each Plan Year, a Participant shall be
entitled to an additional benefit in an amount determined by the Employer, as
set forth on Schedule A attached hereto and made a part hereof, or as set forth
on further such Schedules as may be established by the Employer from time to
time. This amount shall be prorated for a Plan Year based on weeks of employment
during the Plan Year for any Employee who is not a Participant for an entire
Plan Year.

                                       5
<PAGE>


                                   ARTICLE IV
                                   
                            INTEREST OF PARTICIPANTS

          4.1 Accounting for Participants' Interests.

          Each Participant's interest shall be accounted for by means of a
Deferral Subaccount and an Employer Credit Subaccount.

          (a) Deferral Subaccount. Each Participant's Deferral Subaccount shall
be credited with the amounts of Compensation deferred by the Participant under
this Plan. The timing and manner in which amounts are credited to Participants'
Accounts under this Plan shall be determined by the Company and the Plan
Administrator in their discretion, but a Participant's deferral election shall
be applied to each pay period in which he has Compensation during his period of
participation in the Plan.

          (b) Employer Credit Subaccount. Each Participant's Employer Credit
Subaccount shall be credited with the amounts of Employer Credit provided for
each Participant as described in Section 3.5 and this section 4.1(b). A
Participant's Employer Benefit for a Plan Year shall be credited to his or her
Employer Credit Subaccount as of the last day of such Plan Year.

          (c) Account Earnings or Losses. The Participant's Account shall be
credited with earnings (or losses) each Valuation Date as provided in this
subsection (c). The earnings rate credited to the Participant's Account will be
determined assuming the amounts credited to his Account were invested in
accordance with guidelines determined by the Plan Administrator after obtaining
recommendations of the Participant for this purpose. The Participant shall be
entitled to revise these recommendations from time to time, and the Plan
Administrator shall be entitled to revise its guidelines from time to time. The
Plan Administrator shall not be required to follow the Participant's
recommendations.

          4.2 Vesting of a Participant's Account.

          A Participant's interest in the value of his Account shall at all
times be 100% vested and nonforfeitable.

          4.3  Distribution of a Participant's Account.  

          A Participant's Account shall be distributed as provided in this
Section 4.3. A Participant's Account shall continue to be credited with earnings
or losses under Section 4.1 until the Account is fully distributed.

          (a) Termination of Service or Retirement. In the event the
Participant's employment with his Employer terminates for any reason, the
amounts credited to his Account shall be paid to such Participant in either a
lump sum or in substantially equal annual installments over a


                                       6
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period of years (not to exceed 10), as elected by the Participant, which
election must made be at least twenty-four (24) months prior to his termination
of employment. Payments shall commence as soon as practical after such
termination of employment; provided, however, the Participant may elect to delay
the commencement of payment until the date specified by the Participant on a
form provided for such purpose by the Plan Administrator, provided such election
to defer payment is made at least twenty-four (24) months prior to the date of
his termination of service or retirement. A Participant may not defer the
commencement of payment beyond the date he reaches age seventy (70).

          If his election as to the form of payment or time of payment is not
made at least twenty-four (24) months prior to the date of his termination of
service or retirement, the balance credited to his Account shall be paid to him
as he most recently elected to commence such payments (but at least twenty-four
months prior to the date of his termination of service or retirement, as
applicable). In the absence of a valid election, the balance credited to his
Account shall be paid to him in a lump sum as soon as practical after his
effective date of termination of employment.

          If the payout is due to the Participant's suffering a disability (as
determined by the Plan Administrator), the twenty-four (24) month restriction
will not apply and the Participant's most recent election as to the time and/or
method of payment will apply.

          (b) Death of Participant. In the event of the death of a Participant,
distribution of the balance credited to a Participant's Account as of the date
of his death shall be made to his Beneficiary as soon as practical following his
death in a lump sum. If the Participant dies after payment of his interest in
the Plan has commenced, but prior to payment of his entire Account, the
remaining balance shall be paid to his Beneficiary (or Beneficiaries) in a lump
sum as soon as possible following his death.

          4.4 Withdrawals During Employment. Except as expressly provided in
this Section 4.4, no payment of benefits shall be made under this Plan prior to
a Participant's termination of employment. A Participant who is suffering an
unforeseen and severe financial hardship as a result of an illness or accident
of the Participant or his immediate family, or loss of Participant's property
due to casualty, or for such other reasons as the Plan Administrator may
establish, may file a written request with the Plan Administrator for
distribution of all or a portion of the amount credited to his Account. The Plan
Administrator shall have sole discretion to determine whether to grant a
Participant's hardship request and the amount to distribute to the Participant.
The Plan Administrator shall not authorize distribution of an amount in excess
of that reasonably necessary to alleviate the Participant's hardship. Any
Participant who receives a hardship withdrawal under this section shall not be
eligible to make additional deferrals of Compensation to the Plan for a period
of twelve (12) months immediately following the date of the withdrawal. If such
Participant becomes eligible to reparticipate in the Plan prior to the last day
of a Plan Year, he must elect to reparticipate within thirty (30) days of the
date he is eligible to reparticipate. If he does not elect within such
thirty-day period, he shall not be eligible to reparticipate until the first day
of the immediately following Plan Year.



                                       7
<PAGE>

                                    ARTICLE V

                               PLAN ADMINISTRATOR

          5.1 Members. The Plan Administrator shall be the Compensation
Committee of the Board or such other Committee or an individual appointed by the
Board to serve at its pleasure. Members of any such committee shall not be
required to be employees of the Company or Participants. Any committee member
may resign by giving notice, in writing, filed with the Company.

          5.2 Action. Action of the Plan Administrator may be taken with or
without a meeting of committee members; provided, however, that any action shall
be taken only upon the vote or other affirmative expression of a majority of the
committee members qualified to vote with respect to such action. If a member of
the committee or the appointed individual is a Participant in the Plan, he shall
not participate in any decision which solely affects his own Account. The Plan
Administrator shall for purposes of administering the Plan choose a secretary
who shall keep minutes of the Plan Administrator's proceedings and all records
and documents pertaining to the administration of this Plan. The secretary may
execute any certificate or any other written direction on behalf of the Plan
Administrator.

          5.3 Right and Duties. The Plan Administrator shall administer and
manage the Plan and shall have all powers necessary to accomplish that purpose,
including (but not limited to) the following:

          (a) To construe, interpret, and administer this Plan;

          (b) To make allocations and determinations required by this Plan, and
to maintain records regarding Participants' Accounts;

          (c) To compute and certify to the Employer the amount and kinds of
benefits payable to Participants or their Beneficiaries, and to determine the
time and manner in which such benefits are to be paid;

          (d) To authorize all disbursements by the Employer pursuant to this
Plan;

          (e) To maintain (or cause to be maintained) all the necessary records
of the administration of this Plan;

          (f) To make and publish such rules for the regulation of this Plan as
are not inconsistent with the terms hereof;

          (g) To delegate to other individuals or entities from time to time the
performance of any of its duties or responsibilities hereunder;



                                       8
<PAGE>

          (h) To establish or to change the investment funds or arrangements
under Section 4.1(d) of the Plan; and

          (i) To hire agents, accountants, actuaries, consultants and legal
counsel to assist in operating and administering the Plan.

          The Plan Administrator shall have the exclusive discretionary
authority to construe and to interpret the Plan, to decide all questions of
eligibility for benefits and to determine the amount and manner of payment of
such benefits, and its decisions on such matters shall be final and conclusive
on all parties.

          5.4 Compensation, Indemnity and Liability. The Plan Administrator
shall serve as such without bond and without compensation for services
hereunder. All expenses of the Plan and the Plan Administrator shall be paid by
the Employer. If the Plan Administrator is a committee, no member of the
committee shall be liable for any act or omission of any other member of the
committee, nor for any act or omission on his own part, excepting his own
willful misconduct. The Employer shall indemnify and hold harmless the Plan
Administrator and each member of the committee, if any, against any and all
expenses and liabilities, including reasonable legal fees and expenses, arising
out of his membership on the committee, excepting only expenses and liabilities
arising out of his own willful misconduct.

          5.5 Taxes. If the whole or any part of any Participant's Account shall
become liable for the payment of any estate, inheritance, income, or other tax
which the Employer shall be required to pay or withhold, the Employer shall have
the full power and authority to withhold and pay such tax out of any monies or
other property in its hand for the account of the Participant whose interests
hereunder are so liable. The Employer shall provide the Participant notice of
such withholding. Prior to making any payment, the Employer may require such
releases or other documents from any lawful taxing authority as it shall deem
necessary.

                                       9
<PAGE>

                                   ARTICLE VI

                                CLAIMS PROCEDURE

          6.1 Claims for Benefits. A Participant or his duly authorized
representative (the "claimant") may make a claim for benefits under the Plan to
the Plan Administrator. The claim shall be reviewed, and the claimant shall be
notified in writing of the Plan Administrator's decision within ninety (90) days
following the date the Plan Administrator receives the claim. If special
circumstances are involved, this ninety (90) day period may be extended for up
to an additional ninety (90) days. If such an extension is necessary, the
claimant shall receive written notice of the extension before the end of the
initial ninety (90) day period.

          If the claim is denied, the notice shall explain the reason for the
denial, quoting the sections of the Program or other pertinent documents, if
any, used to arrive at this decision; provide a description of any additional
material or information that would be helpful to the Plan Administrator in
further review of the claim and reasons why such material or information is
necessary; and provide an explanation of the claims review procedure.

          6.2 Appeals. If a claimant is not satisfied with the decision of the
Plan Administrator regarding the claim, the claimant may appeal the decision of
the Plan Administrator by filing a written request with the Plan Administrator.
This written request must be filed with the Plan Administrator within sixty (60)
days following the date the claimant receives the written decision of the Plan
Administrator. The claimant may review any applicable documents and may also
submit points of disagreement or other comments in writing.

          The Plan Administrator, in its discretion, may schedule a meeting with
the Participant and/or his representative within sixty (60) days after the
claimant has filed the request for review. Within sixty (60) days of the date of
the receipt of the request for review by the Plan Administrator, the claimant
shall receive written notice of the Plan Administrator's final decision.
However, if a hearing is held or there are other special circumstances involved,
the decision shall be given no later than one hundred and twenty (120) days
following the date the Plan Administrator receives the appeal. If such an
extension of time is necessary, the claimant shall receive written notice of the
extension before it begins.

          The Plan Administrator shall interpret this Section 6 such that the
claims procedures applicable under the Program conform to the claims review
requirements of Part 5, Title I of ERISA.

                                       10
<PAGE>
                                   
                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

          7.1 Amendments. The Board shall have the right in its sole discretion
to amend this Plan in whole or in part at any time; provided, however, that no
such amendment shall reduce the amounts credited at that time to any
Participant's Account. Any amendment shall be in writing and executed by a duly
authorized officer of the Company. All Participants shall be bound by such
amendment.

          7.2 Termination of Plan. The Company expects to continue this Plan,
but does not obligate itself to do so. The Company reserves the right to
discontinue and terminate the Plan at any time, in whole or in part, for any
reason (including a change, or an impending change, in the tax laws of the
United States or any State). If the Plan is terminated, the Plan Administrator
shall be notified of such action in a writing executed by a duly authorized
officer of the Company, and the Plan shall be terminated at the time therein set
forth. Termination of the Plan shall be binding on all Participants, but in no
event may such termination reduce the amounts credited at that time to any
Participant's Account. If this Plan is terminated, amounts theretofore credited
to Participants' Accounts shall either be paid in a lump sum immediately, or
distributed in some other manner consistent with this Plan, as determined by the
Plan Administrator in its sole discretion.



                                       11
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

          8.1 Limitation on Participant's Rights. Participation in this Plan
shall not give any Participant the right to be retained in the Company's employ
or any right or interest in this Plan or any assets of the Company other than as
herein provided. The Company reserves the right to terminate the employment of
any Participant without any liability for any claim against the Company under
this Plan, except to the extent provided herein.

          8.2 Benefits Unfunded. The benefits provided by this Plan shall be
unfunded. All amounts payable under this Plan to Participants shall be paid from
the general assets of the Company or Employer, and nothing contained in this
Plan shall require the Company or Employer to set aside or hold in trust any
amounts or assets for the purpose of paying benefits to Participants. This Plan
shall create only a contractual obligation on the part of the Company or
Employer, and Participants shall have the status of general unsecured creditors
of the Company or Employer under the Plan with respect to amounts of
Compensation they defer hereunder or any other obligation of the Employer to pay
benefits pursuant hereto. Any funds of the Employer available to pay benefits
pursuant to the Plan shall be subject to the claims of general creditors of the
Company or Employer, and may be used for any purpose by the Company or Employer.

          Notwithstanding the preceding paragraph, the Company or Employer may
at any time transfer assets to a trust for purposes of paying all or any part of
its obligations under this Plan. However, to the extent provided in the trust
only, such transferred amounts shall remain subject to the claims of general
creditors of the Company and Employer only in accordance with the terms of such
trust. To the extent that assets are held in the trust when a Participant's
benefits under the Plan become payable, the Plan Administrator shall direct the
trustee to make trust assets available to pay such benefits to the Participant.
Any payments made to a Participant or Beneficiary from such trust shall relieve
the Company and Employer from any further obligations under the Plan only to the
extent of such payment.

          8.3 Other Plans. This Plan shall not affect the right of any eligible
Employee or Participant to participate in and receive benefits under and in
accordance with the provisions of any other employee benefit plans which are now
or hereafter maintained by the Employer, unless the terms of such other employee
benefit plan or plans specifically provide otherwise.

          8.4 Receipt or Release. Any payment to a Participant in accordance
with the provisions of this Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Plan Administrator and the Company, and
the Plan Administrator may require such Participant, as a condition precedent to
such payment, to execute a receipt and release to such effect.

          8.5 Governing Law. This Plan shall be construed, administered, and
governed in all respects in accordance with applicable federal law and, to the
extent not preempted by federal law, in accordance with the laws of the State of
North Carolina. If any provisions of this


                                       12
<PAGE>

instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

          8.6 Adoption of Plan by Related Employers. With the consent of the
Company, any corporation related to the Company by stock ownership is authorized
to adopt the Plan by action of its board of directors. The action taken by the
board shall include the effective date of the adoption of the Plan by such
related employer.

          8.7 Gender, Tense, and Headings. In this Plan, whenever the context so
indicates, the singular or plural number and the masculine, feminine, or neuter
gender shall be deemed to include the other. Headings and subheadings in this
Plan are inserted for convenience of reference only and are not considered in
the construction of the provisions hereof.

          8.8 Successors and Assigns; Nonalienation of Benefits. This Plan shall
inure to the benefit of and be binding upon the parties hereto and their
successors and assigns; provided, however, that the amounts credited to the
Account of a Participant shall not (except as provided in Section 5.5) be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution or levy of any kind, either
voluntary or involuntary, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of any right to
any benefits payable hereunder, including, without limitation, any assignment or
alienation in connection with a separation, divorce, child support or similar
arrangement, shall be null and void and not binding on the Plan or the Company.

          IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officers to be effective as of the date first set forth
above.

                              COMPANY:

                              BROADBAND TECHNOLOGIES, INC.
ATTEST:

      [Corporate Seal]        By:_____________________________________
                              Title:___________________________________
____________________________                    
      Secretary

                                       13
<PAGE>

                          BROADBAND TECHNOLOGIES, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN
                                   
                                   SCHEDULE A
                                   
<TABLE>
<CAPTION>
Participant                     Annual Amount of Employer Benefit
-----------                     ---------------------------------
<S>                             <C>
David E. Orr, effective         1998:                       $143,500
December 1, 1998                                     

                                1999 and Subsequent Years:   $82,000
</TABLE>

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