GENERAL DATACOMM INDUSTRIES, INC.

                RETIREMENT SAVINGS & DEFERRED PROFIT SHARING PLAN


Amendments made this 31st day of March, 1996.


1.       The first two sentences of Section 4.1(a) are amended in their
         entirety, effective April 1, 1996, to read as follows:

         4.1      Before-Tax Contributions.

         (a) Subject to the  limitations  of Sections  4.3 and 4.6 hereof,  each
         Eligible Employee may elect to contribute to the Plan, by completing an
         enrollment  form in accordance  with subsection (b), an amount equal to
         any  selected  whole  percentage  up to  fifteen  percent  (15%) of his
         Compensation in such pay date as a Before-Tax  Contribution,  effective
         with the first pay date  coinciding with the date on which he becomes a
         Member.  Such  Member's  Before-Tax  Contribution  may not  exceed  the
         maximum permitted by law during any calendar year.


                                             By Order of the Board of Directors



                                             Approved:

                                             /S/ WILLIAM S. LAWRENCE
                                             William S. Lawrence
                                             Senior Vice President, Finance

<PAGE>


                        GENERAL DATACOMM INDUSTRIES, INC.

                RETIREMENT SAVINGS & DEFERRED PROFIT SHARING PLAN


Amendments made this 5th day of June, 1996.


1.       Section 2.1 is amended in its entirety, effective October 1, 1996,
         to read as follows:

         2.1  Eligibility.  Each Employee  shall become an Eligible  Employee in
         this Plan on the first day of the calendar quarter (January 1, April 1,
         July 1 and October 1)  following  the end of the three (3) month period
         commencing  with the date the Employee is first entitled to be credited
         with an Hour of Service, provided he has completed 250 Hours of Service
         within such three (3) month period.

         If an Employee does not complete 250 Hours of Service  within the three
         (3) month period  following the date the Employee is first  entitled to
         be  credited  with an Hour of  Service,  he  will  become  eligible  to
         participate  in the Plan if he  completes  250 Hours of  Service in the
         subsequent three (3) month period.

         If an Employee  does not complete 250 Hours of Service in either of the
         above periods,  he will become an Eligible Employee on the first day of
         the calendar quarter following the completion of 1,000 Hours of Service
         within any Plan Year,  commencing with the Plan Year which includes the
         date of the end of the twelve (12) month period referred to above.

2.       Section 6.2(a) of the Plan is amended in its entirety, effective
         October 1, 1996, to read as follows:

         6.2      Vesting of a Member's Employer Contribution Account.

         (a) A  Member  shall  become  vested  in  the  Value  of  his  Employer
         Contribution  Account  determined as of the most recent  Valuation Date
         immediately preceding the date of distribution,  based on the following
         table:

         Completed Years of Continuous Service                Vested Percentage

         Less than two (2) years                                       0
         Two (2) years but less than three (3)                        50
         Three (3) years or more                                     100

         Notwithstanding  the above vesting schedule,  a Member shall become one
         hundred percent (100%) vested in his Employer Contribution Account upon
         death, attainment of Normal Retirement Age or upon becoming Totally and
         Permanently Disabled.

<PAGE>

Amendments:  June 5, 1996
Page 2 of 2.



3.       The first sentence of Section 4.2(a)  of the Plan is amended in its
         entirety, effective  January 1, 1997, to read as follows:

         4.2      Employer Contributions.

         (a) The Employer  shall,  with respect to each  eligible  Member,  make
         Employer  Matching  Contributions  to the Plan,  equal to fifty percent
         (50%) of the portion of such Member's  Before-Tax  Contributions  up to
         four percent (4%) of his Compensation for the Plan Year.



                                           By Order of the Board of Directors


                                           Approved:

                                           /S/ WILLIAM S. LAWRENCE
                                           William S. Lawrence
                                           Senior Vice President, Finance