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                                                                   EXHIBIT 10.9

                               ANTEC CORPORATION


                           Deferred Compensation Plan




















                           Effective January 1, 2000


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                               ANTEC CORPORATION

                           Deferred Compensation Plan




         I.         PURPOSE


         II.        DEFINITIONS


         III.       ELIGIBILITY; PARTICIPATION LIMITS


         IV.        ACCOUNT DETERMINATION AND VALUATION


         V.         BENEFITS


         VI.        CLAIM FOR BENEFITS PROCEDURE


         VII.       ADMINISTRATION


         VIII.      AMENDMENT AND TERMINATION


         IX.        MISCELLANEOUS


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                               ANTEC CORPORATION

                           Deferred Compensation Plan

I.   PURPOSE

The purpose of the ANTEC Corporation Deferred Compensation Plan is to provide a
means whereby ANTEC Corporation may permit Participants who also participate in
the ANTEC Corporation Employee Savings Plan the ("401(k) Plan") to defer
amounts in excess of the dollar limitation of IRC ss.402(g) applicable to the
401(k) Plan, and to defer additional Salary and Bonus amounts. The Company will
also credit a Participant's Deferred Benefit Account with an amount equivalent
to the amount which would have been contributed to the 401(k) Plan for a
Participant but for IRC limitations on Company matching contributions to the
401(k) Plan.

This plan is intended to be an unfunded, deferred compensation plan for a
select group of management or highly compensated employees, as described in
sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 ("ERISA").

Deferrals of Salary and Bonus, together with Company Allocations made pursuant
to the Plan, will be credited with Investment Results based on Investment
Results which mirror 401(k) Plan investment results. The resulting balance will
be paid to the Participant (or his or her Beneficiary) as described herein. By
providing a means whereby Salary and Bonus may be deferred into the future, and
by restoring contributions to the 401(k) Plan otherwise foregone because of the
operation of IRC limitations, the Plan will aid in attracting and retaining
managers of exceptional ability, provide them with additional financial
security at the time of Retirement, and supplement other Company-sponsored
benefits in the event of a Participant's death or Disability.

II.   DEFINITIONS AND ADDITIONAL PROVISIONS

     2.1 "Administrative Committee" and "Committee" mean the Plan Committee
appointed pursuant to Article VII to manage and administer the Plan.

     2.2 "Agreement" means the ANTEC Corporation Deferred Compensation Election
Agreement, executed between a Participant and the Company, whereby a
Participant agrees to participate in the Plan and may defer a portion of his or
her Salary and Bonus (as the case may be), as well as the total amount of the
Repaid Before-Tax Contributions that would otherwise be paid in cash, pursuant
to the provisions of the Plan, and the Company agrees to pay benefits in
accordance with the provisions of the Plan and Agreement. A Participant shall
file an Agreement for each Plan Year in accordance with Section 3.2.

     2.3 "Beneficiary" means the person, persons, or trust designated
Beneficiary pursuant to Section 5.10.


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     2.4 "Bonus" means the gross annual bonus amount(s) payable to a
Participant from the ANTEC Bonus Plan or successor plan(s), if any, in effect
for the Company fiscal year ending within the Plan Year (but payable after the
end of the Plan Year) otherwise payable in cash, and considered "wages" for
FICA and federal income tax withholding, and including any Bonus amounts
deferred under this or any other plan maintained by the Company.

     2.5 "Change of Control" means the occurrence of any of the following
events:

            (a) would be required to be reported in response to Item 1(a) of
            the current report on Form 8-K, as in effect on the date hereof,
            pursuant to Section 13 or 15(d) of the Securities Exchange Act of
            1934 ("Exchange Act"), even if the Company is not then subject to
            the Exchange Act; or-

            (b) without limitation, such a Change of Control shall be deemed
             to have occurred at such time as

                   (1) any "person" (as the term is used in Sections 13(d) and
                   14(d) of the Exchange Act) is or becomes the "beneficial
                   owner" (as defined in Rule 13d-3 under the Exchange Act),
                   directly or indirectly, of securities of the Company
                   representing more than fifty percent (50%) of the Company's
                   outstanding securities, except for any securities of the
                   Company purchased by any tax qualified plan trust
                   established by the Company; or

                   (2) a plan of reorganization, merger, consolidation, sale of
                   all or substantially all of the assets of the Company, or
                   similar transaction occurs in which the Company is not the
                   resulting surviving entity.

     2.6 "Company" means ANTEC Corporation, a Delaware corporation, its
successors and assigns, and any subsidiary company which grants participation
hereunder to an employee with the Company's consent.

     2.7 "Company Allocation" means an amount added to a Participant's Deferred
Benefit Account, pursuant to Section 3.6.

     2.8 "Deferred Benefit Account" and "Account" mean the separate bookkeeping
accounting record(s) maintained by the Company for each Participant, pursuant
to Articles IV and V. Each Participant's Deferred Benefit Account shall consist
of the sum of as many subaccounts as shall be necessary to establish for
recordkeeping purposes to reflect the Participant's Subaccount Investment
Election(s) with respect to the Investment Results to be applied to amounts
deferred under the Plan. The total amount of each Participant's Deferred
Benefit Account shall consist of the amounts described in Article IV. Deferred
Benefit Account(s), Deferred Benefit Account subaccounts, and Subaccount
Investment Results shall be utilized solely as a set of bookkeeping devices for
the measurement and determination of the amounts to be paid to the Participant
pursuant to this Plan, and shall be subject to Section 9.2 hereof.
Notwithstanding the provisions of Section 9.8, a Participant's Deferred Benefit
Account shall not constitute or be treated as a trust fund or escrow
arrangement of any kind.


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     2.9 "Determination Date" means the date on which the amount of a
Participant's Deferred Benefit Account is determined as provided in Articles IV
and V. The last day of each calendar month shall be a Determination Date.

     2.10 "Disability" shall have the same meaning and be determined in the
same manner as in the ANTEC Corporation Group Long-Term Disability Income Plan,
as in effect from time to time. In the absence of such a plan, "Disability" or
"Disabled" shall mean a permanent impairment of the physical or mental
condition of a Participant, determined in the sole discretion of the Committee,
which prevents the Participant from the performance of the usual duties of
employment attendant to the Participant's function with the Company. The
determination as to a Disability shall be made on the basis of such medical and
other competent evidence as the Committee shall deem relevant, and shall be
binding on Participant.

     2.11  "ERISA Funded" means that the Plan does not meet the "unfunded"
criterion of the exceptions to the application of Parts 2 through 4 of Subtitle
B of Title I of the Employee Retirement Income Security Act of 1974 (ERISA).

     2.12  "401(k) Plan" means the ANTEC Corporation Employee Savings Plan, as
amended from time to time. Unless the context requires otherwise, definitions
as used herein shall have the same meaning as in the Employee Savings Plan when
applied to said Plan.

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

     2.14  "Participant" means an employee of the Company who is eligible to
participate in the Plan pursuant to Section 3.1, and who enters into an
Agreement with the Company.

     2.15  "Plan" means the ANTEC Corporation Deferred Compensation Plan, as
amended from time to time.

     2.16  "Plan Effective Date" means January 1, 2000.

     2.17  "Plan Year" means the Company's fiscal year, which, unless and until
changed, is the calendar year.

     2.18  "Repaid Before-Tax Contributions" means the Before-Tax Contributions
(as defined in the 401(k) Plan) required to be returned to a Participant in
order to comply with the limitations set forth in IRC ss.402(g), ss.401(k)(3),
and ss.401(m).

     2.19  "Retirement Date" and "Retirement" mean the date of termination of
service of a Participant for reasons other than death or Disability after he or
she (i) attains age fifty-five (55) and has ten (10) Years of Service; (ii) has
attained age 65; or (iii) terminates under circumstances which the Company, in
its sole discretion, elects to treat as a Retirement for purposes of the Plan.

     2.20  "Salary" for purposes of the Plan shall be the total of the
Participant's base


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salary paid during a Plan Year, and considered "wages" for FICA and federal
income tax withholding, but before any deferral made pursuant to this or any
other plan. Notwithstanding the foregoing, Salary shall not include
reimbursements or other expense allowances (whether or not includable in gross
income, and including but not limited to car allowances), (cash or noncash)
fringe benefits (including but not limited to contest prizes), moving expenses,
welfare benefits (including but not limited to imputed income on life insurance
coverage, unused and/or accrued vacation pay and severance pay), any
distribution of stock, proceeds from the exercise of any stock options, stock
appreciation rights, or any other stock or equity based annual incentive plan,
tax equalization packages or imputed income attributed to the forgiveness of
loans). Salary amounts considered shall include any amounts by which the
Participant's Salary is reduced by a salary reduction or similar arrangement
under any qualified plan described in IRC ss.401(a) or any cafeteria plan (as
described in IRC ss.125) maintained by the Company.

     2.21  "Subaccount Investment Election" means the Participant's advance
notice request of future Investment Results to be applied to (the subaccounts
of) his or her Deferred Benefit Account, in such form as the Committee may
establish or accept. Such Subaccount Investment Election shall specify any
combination of whole percentage increments of one or any number of Subaccount
Investment Results from time to time offered under the Plan. The election shall
specify whether it applies to amounts not yet deferred, to amounts previously
credited to the Deferred Benefit Account, which, together with Investment
Results, represent the current Deferred Benefit Account balance, or both.

     2.22  "Subaccount Investment Results" and "Investment Results" means the
investment results, expressed as a percentage rate, achieved by each of the
respective "Investment Fund" under the 401(k) Plan as of the most recent
Determination Date, and which represents each Investment Fund's investment
results attributable to interest, dividends, changes in market value, expenses,
and gains and losses, and which is to be used, for purposes of the Plan, as a
hypothetical investment earnings rate to be applied as Investment Results of
the respective subaccounts maintained under this Plan.

     2.23  "Tax Funded" means that the interest of a Participant in the Plan
will be includable in the gross income of the Participant for federal income
tax purposes prior to actual receipt of Plan benefits by the Participant.

     2.24  "Termination of Service" means the Participant's ceasing his or her
employment with the Company for any reason whatsoever, whether voluntarily or
involuntarily.

     2.25  "Years of Service" means years of service credited to a Participant
in the 401(k) Plan.

III.   ELIGIBILITY; PARTICIPATION LIMITS

     3.1   Eligibility and Participation. Eligibility to participate in the Plan
for any Plan Year shall be limited to a select group of management and highly
compensated employees of the Company who meet all of the following conditions:

     1.    each employee must be designated as eligible by the Administrative
     Committee


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     of the Company;

     2.    each employee must not be accruing benefits under the ANTEC
     Corporation Pension Plan;

     3.    each employee must have a Salary of at least $90,000, or a greater
     amount as may be determined, from time to time, by the Company, at the
     beginning of each Plan Year;

     4.    each employee must be eligible to participate in the 401(k) Plan,
     and be a Participant, or have elected to become a Participant in the
     401(k) Plan (in accordance with its rules of eligibility and
     participation); and

     5.    each employee must file an Agreement with the Company in accordance
     with Section 3.2 in order to become a Participant in the Plan.

If the Committee determines that participation in the Plan by any one or more
Participants shall cause the Plan to be subject to Parts 2, 3, or 4 of ERISA,
the entire interest of such Participant or Participants under the Plan shall be
immediately paid to such Participant by the Company, or shall otherwise be
segregated from the Plan in the discretion of the Committee, and such
Participant or Participants shall cease to have any interest under the Plan.

An employee who meets all of the requirements of this Section shall become a
Participant in the Plan effective as of the January 1 coincident with or next
following the Participant's date of hire. Except as otherwise provided in
Section 3.4, once an employee becomes a Participant in the Plan, he or she
shall remain a Participant with respect to contributions made thereunder on his
or her behalf until all benefit payments, if any, to the Participant (or his or
her Beneficiary) have been made.

     3.2 Deferral of Salary, Repaid Before-Tax Contributions, and Bonus.
Eligible employees of the Company who elect to participate in the Plan must
file an Agreement with the Company in order to participate in the Plan.

         (a)   A Participant must file an Agreement to defer Salary thirty (30)
     days prior to the beginning of the Plan Year in which the Salary is to be
     earned, except for the first Plan Year a Participant must file an
     Agreement by December 15, 1999.

         (b)   A Participant must file an Agreement to defer Repaid Before-Tax
     Contributions thirty (30) days prior to the beginning of the Plan Year in
     which the Before-Tax Contributions would be made under the 401(k) Plan,
     except that with respect to the Repaid Before-Tax Contributions
     attributable to Before-Tax Contributions made under the 401(k) Plan during
     1998, 1999, and 2000, a Participant must file an Agreement by December 15,
     1999.

         (c)   A Participant must file an Agreement to defer his or her Bonus
     thirty (30) days prior to the end of the Plan Year in which the Bonus, if
     any, is to be earned, and which Bonus, if any, is


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     determined and paid in the following Plan Year, except for the first Plan
     Year a Participant must file an Agreement by December 15, 1999.

Provided that Section 3.4 is not applicable, an eligible employee who fails to
file an Agreement to defer Salary, Repaid Before-Tax Contributions, and Bonus
with respect to a Plan Year may file an Agreement to defer Salary, Repaid
Before-Tax Contributions, and Bonus with respect to a subsequent Plan Year. A
Participant's Agreement shall be subject to all of the limitations of Section
3.3.

     3.3 Deferral Limitations. A Participant's Agreement to participate in the
Plan and to defer Salary, Repaid Before-Tax Contributions and Bonus shall be
subject to the following limitations:

         (a)  a Participant may elect to defer no less than five percent (5%)
     and no more than fifteen percent (15%) of Salary, in increments of one
     percentage point (1%); and

         (b)  a Participant's may elect to defer either 0% or 100% of Repaid
     Before-Tax Contributions; and

         (c)  a Participant's Agreement to defer up to one hundred percent
     (100%) of Bonus shall be in increments of ten percentage points (10%); and

         (d)  the Agreement shall be irrevocable upon acceptance by the
     Company.

     3.4 Suspension of Agreement to Defer. A Participant's Agreement to defer
Salary and Bonus shall be suspended in the event that the Company, in its sole
discretion, reasonably determines that a Participant ceases to meet the
eligibility requirements of the Plan. A Participant whose Agreement has been
suspended pursuant to this Section shall not be deemed to have incurred a
Termination of Service, and his or her Deferred Benefit Account shall continue
to be maintained under the terms of the Plan.

     3.5 Timing of Deferral Credits. The amount of Salary, Repaid Before-Tax
Contributions and Bonus that a Participant elects to defer in the Agreement
shall cause an equivalent reduction in his or her Salary, Repaid Before-Tax
Contributions and Bonus payment and shall be credited to the Participant's
Deferred Benefit Account throughout the Plan Year as the Participant is paid
(or would have been paid) the non-deferred portion of his or her Salary, Repaid
Before-Tax Contributions, and Bonus in each Plan Year. Any Company Allocation
to be made to a Participant's Deferred Benefit Account in accordance with
Section 3.6 shall be credited to his or her Deferred Benefit Account at the
same time the Company's contributions are made (or would have been made) to the
401(k) Plan, or at such other time as may be reasonably determined.

     3.6 Company Allocation. The Company shall credit a Company Allocation to a
Participant's Deferred Benefit Account. The amount of the Company Allocation,
if any, shall be equal to the amount of the reduction, if any, in Company
Matching Contributions on behalf of the Participant (as that term is defined in
the 401(k) Plan) caused by the limitations of IRC ss.ss.401(a)(17), 401(k)(3),
401(m), 402(g), and 415.


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In order to qualify for a Company Allocation to be credited in accordance with
this Section, a Participant must elect (or have elected):

             (a)  to defer at least seven percent (7%) of Salary and Bonus as
         an aggregate contribution to both the 401(k) Plan and the Deferred
         Compensation Plan, and

             (b)  to defer the maximum elective contributions permitted under
         the 401(k) Plan which would result (but for the limits of IRC
         ss.402(g)) in a deferral amount which exceeds the maximum dollar
         amount permitted under IRC ss.402(g).

The Company may credit, from time to time, a Participant's Deferred Benefit
Amount with a discretionary contribution as the Company determines. Such amount
shall vest in accordance with Section 3.8.

Any Company allocation made to a Participant's Deferred Benefit Account in
accordance with this Section shall be credited to his or her Deferred Benefit
Account at the same time as Company Matching Contributions are made (or would
have been made) to the 401(k) Plan.

     3.7 No Constructive Receipt. The operation of Sections 3.6 shall not
permit the Participant to receive any amount credited to the Account of a
Participant as a Company Allocation in accordance with Section 3.6 prior to the
date such amount is actually paid to a Participant pursuant to Article V of
this Plan.

     3.8 Vesting. A Participant shall at all times be one hundred percent
(100%) vested in the amount of his or her Deferred Benefit Account.

IV.   DETERMINATION AND VALUATION OF ACCOUNT

     4.1 Deferred Benefit Account. The Company shall establish each
Participant's Deferred Benefit Account in accordance with the Plan, and shall
maintain such number of subaccounts as may be necessary as a recordkeeping
device to reflect the Participant's Subaccount Investment Election(s). Each
Participant's Deferred Benefit Account as of each Determination Date shall
consist of:

     1.     the value of the Participant's Salary, Repaid Before-Tax
     Contributions, and Bonus deferred pursuant to Section 3.2, and the value
     of any Company Allocation made pursuant to Section 3.6, both amounts, if
     any, credited to a Participant's Account since the immediately preceding
     Determination Date, and held to be allocated to one or more subaccounts in
     accordance with Section 4.2, and

     2.     the value of each subaccount established and maintained in
     subaccount units under the Plan, after deduction of any subaccount units
     converted to cash and paid as a benefit under Article V. The value of each
     subaccount shall be determined in accordance with Section 4.4.


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     4.2 Subaccount Investment Election. Investment Results shall be applied to
the respective subaccounts of a Participant's Account. Investment Results shall
be determined as follows:

         (a)   As of the Plan Effective Date, and at such other times as the
     Committee shall permit, the Participant shall file and deliver to the
     Company his or her Subaccount Investment Election. Such form may specify,
     in whole percentage amounts, the percentage allocation to be applied

         a.    to the subaccount(s) to which amounts deferred thereafter in
         accordance with Section 3.2 may be credited,

         b.    between or among subaccounts, for purposes of determining the
         Subaccount Investment Results applicable to amounts previously
         deferred, or

         c.    to any Company Allocation credited to his or her Account in
         accordance with Section 3.6,

     in such manner as approved or accepted by the Committee;

         (b)  A Participant's election shall remain in effect until changed by
     the Participant. The Committee may limit the percentage amounts, number of
     times a Participant may change the Subaccount Investment Results to be
     applied to a Participant's Account Limitations, and establish such other
     rules as it deems reasonable with respect to the Participant's Subaccount
     Investment Election(s).

     4.3 Reallocation of Subaccounts. In effecting a reallocation requested by
the Participant, units in a subaccount shall be converted to dollar amounts
prior to redistribution between or among subaccounts, and reconverted to
subaccount units as necessary to effect the Participant's reallocation request,
both conversions to be as of the most recent Determination Date. A
Participant's reallocation request shall be in the form of a Subaccount
Investment Election, which shall be filed and delivered to the Company at such
times and within such other limitations as the Committee may establish. In the
absence of any Subaccount Investment Election(s) as may be required by the
Participant (or his or her Beneficiary) in order to designate one hundred
percent (100%) of his or her Deferred Benefit Account, the portion of the
Account not designated shall be allocated to a subaccount selected by the
Committee.

     4.4 Determination of Subaccount Value. A Participant's subaccounts shall
be valued in dollars, based on the dollar value of each unit credited to a
subaccount. The dollar value of each subaccount unit shall be based on the net
asset value of such unit as of the close of the business day coincident with or
immediately preceding a Determination Date.

     3.   Each subaccount shall be credited with the number of full and partial
     units which the dollar value of any amount credited to the subaccount of a
     Participant in accordance with Section 4.1 would purchase at the closing
     net asset value of each unit on the Determination Date.

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         (b) On the date a dividend or other distribution would have been paid
     based on a subaccount unit, each subaccount shall be credited with the
     number of additional full and partial subaccount units which would have
     been purchased if the subaccount units then credited to the subaccount had
     been held as shares. In the case of a dividend or other distribution paid
     in property other than cash or shares, the Committee shall determine the
     fair value of such property for purposes of the computation immediately
     above.



V.   BENEFITS

     5.1 Retirement Benefit. Upon a Participant's Retirement Date, the Company
shall pay to the Participant a benefit equal to the value of his or her
Deferred Benefit Account determined under Article IV. The form of benefit
payment shall be provided in Section 5.7. Upon and after such Retirement Date,
the Participant shall immediately cease to be eligible for any benefit provided
under Section 5.2, 5.3, 5.4, 5.5, or 5.6 of the Plan.

     5.2 Termination Benefit. Upon Termination of Service of the Participant
before his or her Retirement Date for reasons other than his or her death or
Disability, the Company shall pay to the Participant a benefit equal to the
value of his or her Deferred Benefit Account determined under Article IV as of
the Determination Date coincident with or next following the date of
Termination of Service. The value of the Participant's Deferred Benefit Account
paid as a Termination Benefit shall be paid in a lump sum, and shall cause a
reduction in the number of units in a Participant's subaccounts equivalent to
the value of the lump sum amount paid. The lump sum shall be paid as soon as
practicable but no later than 120 days following the Participant's Termination
of Service. Upon a Termination of Service, the Participant shall immediately
cease to be eligible for any benefit provided under Section 5.1, 5.3, 5.4, 5.5,
or 5.6 of the Plan.

     5.3 Death Benefit. Upon the death of the Participant prior to his or her
Termination of Service, the Company shall pay to the Beneficiary of the
deceased Participant a benefit equal to the value of the Participant's Deferred
Benefit Account determined under Article IV as of the Determination Date
coincident with or next following the Participant's date of death. The value of
the Participant's Deferred Benefit Account paid as a death benefit shall be
paid in a lump sum, and shall cause a reduction in the number of units in a
Participant's subaccounts equivalent to the value of the lump sum amount paid.
The lump sum shall be paid as soon as practicable but no later than 120 days
following the Participant's death. Upon a Termination of Service, the
Participant shall immediately cease to be eligible for any benefit provided
under Section 5.1, 5.2, 5.4, 5.5, or 5.6 of the Plan.

     5.4 Disability Benefit. In the event of Disability prior to his or her
Retirement Date, the Company shall pay to the Disabled Participant, a benefit
equal to the value of his Deferred Benefit Account determined under Article IV.
The value of the Participant's Deferred Benefit Account paid as a disability
benefit shall be paid in annual installments as provided in Section 5.7, until
the earliest of the following events:

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     1.     The Participant ceases to be Disabled and resumes employment with
     the Company;

     2.     The Participant ceases to be Disabled and does not resume
     employment with the Company. If the Participant has attained his
     Retirement Date, he shall be entitled to the benefits provided for in
     Section 5.1. If the Participant has not attained his Retirement Date, his
     Deferred Benefit Account shall be paid in a lump sum as a Termination
     Benefit in the manner provided in Section 5.2;

     3.     The Participant dies, in which case the Deferred Benefit Account
     balance remaining shall be paid in a lump sum as provided in Section 5.3;
     or

     4.     The value of the Participant's Deferred Benefit Account balance
     reaches zero.

If a Disability occurs during the period elected in the Agreement, the Disabled
Participant's Agreement shall be suspended, and further deferrals shall not be
required during the period of Disability. Upon a written request by a
Participant filed with the Committee, the Committee may, in its sole
discretion, pay a Disability benefit equal to the value of the Disabled
Participant's Deferred Benefit Account in a single lump sum payment.

     5.5 Interim Distribution Benefit. A Participant may elect in his or her
Agreement to have a portion his or her Deferred Benefit Account paid to him or
her at the time specified in such Agreement. If the Participant so elects, the
Company shall pay to the Participant a lump sum benefit equal to the amount so
elected in the Agreement, subject to all of the following:

         (a) The date selected for the interim distribution is a January 1
     occurring on or after the fifth (5th) anniversary of the first day of the
     Plan Year the Agreement became effective;

         (b) The amount to be distributed pursuant to such Agreement will be
     equal to the amount by which his or her Salary, Repaid Before-Tax
     Contributions, and Bonus were reduced pursuant to such Agreement;

         (c) A Participant's Agreement may not provide for more than one date
     on which a benefit shall be paid in accordance with this Section. The date
     specified in the Agreement shall be disregarded if the Participant's
     Termination of Service occurs prior to such date. An election to receive
     an interim distribution benefit at a date specified in the Agreement shall
     be irrevocable, unless the Administrative Committee, in its sole
     discretion, grants a Participant's request to revoke his or her election.
     Any such request to revoke his or her election must be filed with and
     approved by the Committee at least one year prior to the January 1 that
     the interim distribution would otherwise be made. If the request is
     granted by the Committee, the value of such benefit shall remain as a
     credit to the balance of the Participant's Deferred Benefit Account, to be
     maintained in the manner provided in Section 4.1, and paid instead in the
     manner provided in Sections 5.1, 5.2, 5.3, 5.4, or 5.6; and

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         (d) The amount to be distributed in accordance with this Section shall
     be distributed without Committee approval required, and shall cause a
     reduction in the number of units in a Participant's subaccounts equivalent
     to the value of the lump sum amount paid.

     5.6 Emergency Benefit. In the event that the Committee, upon written
petition of the Participant, determines, in its sole discretion, that the
Participant has suffered a severe financial hardship, the Company shall pay to
the Participant, as soon as practicable following such determination, as
Compensation earned prior to the severe financial hardship, a benefit equal to
the amount necessary to meet the severe financial hardship not in excess of the
value of the portion of the Participant's Deferred Benefit Account, including
Investment Results. Any such payment shall cause a reduction in the number of
units in a Participant's subaccounts equivalent to the value of the amount
paid. For purposes of this Section, a severe financial hardship is an
unexpected need for cash arising from an illness, casualty loss, sudden
financial reversal, or other such unforeseeable occurrence. Cash needs arising
from events such as the purchase of a house or education expenses for children,
shall not be considered to be the result of a severe financial hardship. For
purposes of this Section, the criteria for establishing and determining a
severe financial hardship shall be made in accordance with IRC ss.457(d)(1)(A),
and Internal Revenue Service Regulation 1.457-2(h)(4).

     5.7 Form of Benefit Payment. Upon a participant's Termination of Service,
the Company shall pay to the Participant (or his or her Beneficiary) the amount
calculated in accordance with this Section in substantially equal annual
installments. All payments made hereunder shall cause a reduction in the number
of units in a Participant's subaccounts equivalent to the value of the
installment amount paid, and shall be calculated and determined as follows:

         (a)  An annual installment payment shall be determined for the
     Participant's Deferred Benefit Account. The initial and each subsequent
     installment shall be paid each January following the year of Retirement or
     Disability. The amount of the installment payment shall be a determined
     using factors selected by the Committee to amortize the unpaid balance of
     the Deferred Benefit Account balance in fifteen (15) substantially equal
     annual installments, and may be based on the Investment Results available
     for the most recent Plan Year ended at the time payments commence, or upon
     such Investment Results as the Committee, in its sole discretion,
     determines as the rate of Investment Results to be applied prospectively
     to determine installment payments. The Committee may recompute the amount
     of the installment each year to reflect actual Subaccount Investment
     Results, and based on current or projected Investment Results and on
     subaccount balances of the Participant's Deferred Benefit Account and on
     his or her Subaccount Investment Election(s) then in effect. The amount of
     each installment payment shall be equal to the balance remaining in the
     Participant's deferred compensation account immediately prior to each such
     payment, multiplied by a fraction, the numerator of which is one (1), and
     the denominator of which is the number of installments remaining, with the
     last installment consisting of the balance of the Participant's account.
     Installment benefit payments shall cease

                                       13

<PAGE>   14

     when the Deferred Benefit Account balance reaches zero, or with the final
     payment determined hereunder.

         (b)  Unless an annual payment is the final annual installment payment,
     each annual installment payment shall be at least equal to $5,000.
     Notwithstanding the amortization method described in subsection (a)
     immediately above, in the event an installment payment determined under
     subsection (a) is less than $5,000, the annual installment payment shall
     be $5,000. Annual installment payments in the amount of $5,000 shall
     continue until the amount of the installment is recomputed, in accordance
     with subsection (a), or until the remaining Account balance is less than
     $5,000. Once the Account balance is less than $5,000, the subsequent
     annual payment, which shall be the final payment, shall equal the
     remaining Deferred Benefit Account balance.

Upon the death of a Participant after the commencement of payment of benefits
pursuant to Section 5.1, the Deferred Benefit Account remaining shall be paid
to the Beneficiary in annual installments over the remaining number of years
determined above. The Committee may, in its sole discretion, pay the value of a
Disabled or deceased Participant's Deferred Benefit Account in a lump sum.

Prior to the commencement of benefits under this Plan, the Committee may, in
its sole discretion, elect to pay the value of a Participant's Deferred Benefit
Account in a lump sum or in fewer than fifteen (15) annual installments.

     5.8 Withholding; Employment Taxes. To the extent required by the law in
effect at the time payments are made, the Company shall withhold any taxes
required to be withheld by the federal, or any state or local, government.

     5.9 Commencement of Payments. Unless otherwise provided, payments under
this Plan shall commence as soon as practicable following the Participant's
Termination of Service, but in no event later than one hundred twenty (120)
days following receipt of notice by the Committee of an event which entitles a
Participant (or a Beneficiary) to payments under this Plan. The date of each
subsequent annual installment shall be on the same Determination Date each
year, as determined by the Committee in its sole discretion.

     5.10 Recipients of Payments; Designation of Beneficiary. All payments to
be made by the Company under the Plan shall be made to the Participant during
his or her lifetime, provided that if the Participant dies prior to the
commencement or completion of such payments, then all subsequent payments under
the Plan shall be made by the Company to the Beneficiary or Beneficiaries
determined in accordance with this Section 5.10. The Participant shall
designate a Beneficiary by filing a written notice of such designation with the
Committee in such form as the Committee requires and may change such
designation without the consent of such Beneficiary or Beneficiaries by filing
a new designation in writing with the Committee. (In community property states,
the spouse of a married Participant shall join in any designation of a
Beneficiary other than the spouse.) If no designation shall be in effect at the
time when any benefits payable under this Plan shall become due, the
Beneficiary shall be the Beneficiary designated by the Participant in the
401(k) Plan, and otherwise shall be the executor(s) or administrator(s) of the
deceased


                                       14

<PAGE>   15

Participant's estate.

     5.11  Facility of Payment. Any benefit payable hereunder to any person
under a legal disability, or to any person who, in the judgment of the
Committee, is unable to properly administer his or her financial affairs, may
be paid to the legal representative of such person, or may be applied for the
benefit of such person in a manner which the Committee may select.

     5.12  Loans to Participants. No loan, advancement, or other transaction in
the nature of an anticipatory assignment of income shall be permitted under the
Plan.

     5.13  Court Order. The Company is authorized to make any payments directed
by court order in any action in which the Plan, Company, or the Administrative
Committee has been named as a party. In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant's
Deferred Benefit Account under the Plan in connection with a property
settlement or otherwise, the Company, in its sole discretion, shall have the
right, notwithstanding any election made by a Participant, to immediately
distribute the spouse's or former spouse's interest in the Participant's
Deferred Benefit Account under the Plan to that spouse or former spouse.

VI.    CLAIM FOR BENEFITS PROCEDURE

     6.1 Claim for Benefits. Any claim for benefits under the Plan shall be
made in writing to the Committee. If such claim for benefits is wholly or
partially denied by the Committee, the Committee shall, within a reasonable
period of time, but not later than ninety (90) days after receipt of the claim,
notify the claimant of the denial of the claim. Such notice of denial shall be
in writing and shall contain:

     1.      the specific reason or reasons for the denial of the claim;

     2.      a reference to the relevant Plan provisions upon which the denial
     is based;

     3.      a description of any additional material or information necessary
     for the claimant to perfect the claim, together with an explanation of why
     such material or information is necessary; and

     4.      an explanation of the Plan's claim review procedure.

     6.2 Request for Review of a Denial of a Claim for Benefits. Upon the
receipt by the claimant of written notice of denial of the claim, the claimant
may within sixty (60) days file a written request to the Committee, requesting
a review of the denial of the claim, which review shall include a hearing if
deemed necessary by the Committee. In connection with the claimant's appeal of
the denial of his or her claim, he or she may review relevant documents and may
submit issues and comments in writing.

     6.3 Decision Upon Review of Denial of Claim for Benefits. The Committee
shall render a decision on the claim review promptly, but no more than ninety
(90) days after the receipt


                                       15

<PAGE>   16

of the claimant's request for review, unless special circumstances (such as the
need to hold a hearing) require an extension of time, in which case the ninety
(90) day period shall be extended to one hundred-eighty (180) days. Such
decision shall:

         (a)  include specific reasons for the decision;

         (b)  be written in a manner calculated to be understood by the
     claimant; and

         (c)  contain specific references to the relevant Plan provisions upon
     which the decision is based.

The decision of the Committee shall be final and binding in all respects on
both the Company and the claimant.

VII.   ADMINISTRATION

     7.1 Plan Administrative Committee. The Plan shall be administered by the
President, Chief Financial Officer, and Vice President-Employee Services of the
Company, which shall be the Administrative Committee of the Plan. The
Administrative Committee may assign duties to an officer or other employees of
the Company, and delegate such duties as it sees fit.

     7.2 General Rights, Powers and Duties of Administrative Committee. The
Administrative Committee shall be responsible for the management, operation and
administration of the Plan. In addition to any powers, rights, and duties set
forth elsewhere in the Plan, it shall have the following powers and duties to:

     1.     adopt such rules and regulations consistent with the provisions of
     the Plan as it deems necessary for the proper and efficient administration
     of the Plan;

     2.     administer the Plan in accordance with its terms and any rules and
     regulations it establishes;

     3.     maintain records concerning the Plan sufficient to prepare reports,
     returns, and other information required by the Plan or by law;

     4.     construe and interpret the Plan, and to resolve all questions
     arising under the Plan;

     5.     direct the Company to pay benefits under the Plan, and to give such
     other directions and instructions as may be necessary for the proper
     administration of the Plan;

     6.     employ or retain agents, attorneys, actuaries, accountants or other
     persons who may also be employed by or represent the Company; and

     7.     be responsible for the preparation, filing, and disclosure on
     behalf of the Plan of such documents and reports as are required by any
     applicable federal or state law.

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<PAGE>   17

     7.3 Information to be Furnished to Committee. The records of the Company
shall be determinative of each Participant's period of employment, age,
Termination of Service and the reason therefor, Disability, leave of absence,
reemployment, personal data, and Salary and Bonus. Participants and their
Beneficiaries shall furnish to the Committee such evidence, data or
information, and execute such documents as the Committee requests.

     7.4 Responsibility. No member of the Committee shall be liable to any
person for any action taken or omitted in connection with the administration of
this Plan unless attributable to his or her own fraud or willful misconduct;
nor shall the Company be liable to any person for any such action unless
attributable to fraud or willful misconduct on the part of a director, officer
or employee of the Company. Further, the Company shall hold harmless and defend
any individual in the employment of the Company and any Director of the Company
against any claim, action, or liability asserted against him or her in
connection with any action or failure to act regarding the Plan, except as and
to the extent such liability may be based upon the individual's own willful
misconduct or fraud. This indemnification shall not duplicate, but may
supplement, any coverage available under any applicable insurance coverage.

VIII.  AMENDMENT AND TERMINATION

     8.1 Amendment. The Plan may be amended in whole or in part by the Company
at any time. Notice of any material amendment shall be given in writing to the
Committee and to each Participant and to each Beneficiary of a deceased
Participant. No amendment shall retroactively decrease the balance of a
Participant's Deferred Benefit Account or retroactively decrease the Subaccount
Investment Results obtained prior to the date of the amendment.

     8.2 Company's Right to Terminate. The Company reserves the sole right to
terminate the Plan. The Company also reserves the sole right to terminate the
Agreement pertaining to a Participant at any time prior to the commencement of
payment of his or her benefits. In the event of any such termination, the
Company shall continue to be obligated to pay benefits accrued prior to the
date of such termination in accordance with the Plan. The Participant shall be
deemed to have incurred a Termination of Service, and his or her Deferred
Benefit Account shall be paid in the manner provided in Section 5.2.

     8.3 Special Termination. Any other provision of the Plan to the contrary
notwithstanding, the Plan shall terminate if the Plan is held to be ERISA
Funded or Tax Funded by a federal court, and appeals from that holding are no
longer timely or have been exhausted. The Company may terminate the Plan if it
determines, based on legal advice which is satisfactory to the Company, that
either judicial authority or the opinion of the U.S. Department of Labor,
Treasury Department or Internal Revenue Service (as expressed in proposed or
final regulations, advisory opinions or rulings, or similar administrative
announcements) creates a significant risk that the Plan will be held to be
ERISA Funded or Tax Funded, and failure to so terminate the Plan could subject
the Company or the Participants to material penalties. Upon any such
termination, the Company may:

     1.     transfer the rights and obligations of the Participants and the
     Company to a new plan established by the Company, which is not deemed to
     be ERISA Funded or

                                       17

<PAGE>   18

     Tax Funded, but which is similar in all other respect to this Plan, if the
     Company determines that it is possible to establish such a Plan;

     2.     if the Company, in its sole discretion, determines that it is not
     possible to establish the Plan in (a) above, each Participant shall be
     paid a lump sum benefit equal to the value of the vested portion of his or
     her Deferred Benefit Account;

     3.     pay a lump sum benefit equal to the value of the vested portion of
     the Participant's Deferred Benefit Account to the extent that a federal
     court has held that the interest of the Participant in the Plan is
     includable in the gross income of the Participant for federal income tax
     purposes prior to actual payment of Plan benefits. The value of any amount
     remaining in the Participant's Deferred Benefit Account shall remain as an
     obligation of the Company, to be paid to the Participant as provided in
     the Plan;

     4.     pay to a Participant a lump sum benefit equal to the vested portion
     of a Participant's Deferred Benefit Account if, based on legal advice
     satisfactory to the Company, there is a significant risk that such
     Participant will be determined not to be part of a "select group of
     management or highly compensated employees" for purposes of ERISA.

Any benefit payable under this Section shall be payable as soon as practicable
following the Company's determination that the Plan is ERISA Funded or Tax
Funded, but in no event later than ninety (90) days following receipt of notice
by the Committee that the Plan is ERISA Funded or Tax Funded, or at such other
date as may be determined by the Committee in its sole discretion.

A lump sum payment to be made in accordance with this Section shall be paid in
cash and shall be subject to the provisions of Section 5.2. As determined by
the Committee in its sole discretion, the termination benefit shall cause a
reduction in the number of units in a Participant's subaccounts equivalent to
the value of the lump sum amount paid.

     8.4   Special Distribution. Any other provision of the Plan to the
contrary notwithstanding, in the event that the Internal Revenue Service
prevails in its claims that amounts contributed to the Plan, and/or earnings
thereon, constitute taxable income to the Participant or his or her Beneficiary
for any taxable year of him or her, prior to the taxable year in which such
contributions and/or earnings are distributed to the Participant or
Beneficiary, or in the event that legal counsel satisfactory to the Company,
the trustee and the applicable Participant or Beneficiary renders an opinion
that the Internal Revenue Service would likely prevail in such a claim, the
amount subject to such tax shall be immediately distributed to the Participant
or Beneficiary.

IX.   MISCELLANEOUS

     9.1 Separation of Plan; No Implied Rights. The Plan shall not operate to
increase any benefit payable to or on behalf of a Participant (or his or her
Beneficiary) from any other Plan maintained by the Company. Neither the
establishment of the Plan nor any amendment thereof shall be construed as
giving any Participant, Beneficiary, or any other

                                       18

<PAGE>   19

person any legal or equitable right unless such right shall be specifically
provided for in the Plan or conferred by specific action of the Company in
accordance with the terms and provisions of the Plan. Except as expressly
provided in this Plan, the Company shall not be required or be liable to make
any payment under this Plan.

     9.2  No Right to Company Assets. Neither the Participant nor any other
person shall acquire by reason of the Plan any right in or title to any assets,
funds or property of the Company whatsoever, including, without limiting the
generality of the foregoing, any specific funds, assets or other property which
the Company, in its sole discretion, may set aside in anticipation of a
liability hereunder. Any benefits which become payable hereunder shall be paid
from the general assets of the Company. The Participant shall have only a
contractual right to the amounts, if any, payable hereunder, unsecured by any
asset of the Company or by a Trust pursuant to Section 9.8. Nothing contained in
the Plan constitutes a guarantee by the Company that the assets of the Company
shall be sufficient to pay any benefits to any person.

     9.3  No Employment Rights. Nothing herein shall constitute a contract of
employment or of continuing service or in any manner obligate the Company to
continue the services of the Participant, or obligate the Participant to
continue in the service of the Company, or as a limitation of the right of the
Company to discharge any of its employees, with or without cause. Nothing herein
shall be construed as fixing or regulating the Salary, Bonus, or other
remuneration payable to the Participant.

     9.4  Offset. If, at the time payments or installments of payments are to be
made hereunder, the Participant or the Beneficiary or both are indebted or
obligated to the Company, then the payments remaining to be made to the
Participant or the Beneficiary or both may, at the discretion of the Company, be
reduced by the amount of such indebtedness or obligation, provided, however,
that an election by the Company not to reduce any such payment or payments shall
not constitute a waiver of its claim, or prohibit or otherwise impair the
Company's right to offset future payments for such indebtedness or obligation.

     9.5  Non-assignability. Except as provided in Section 5.13,

          (a)  Neither the Participant nor any other person shall have any
     voluntary or involuntary right to commute, sell, assign, pledge,
     anticipate, mortgage or otherwise encumber, transfer, hypothecate, or
     convey in advance of actual receipt the amounts, if any, payable
     hereunder, or any part thereof, which are expressly declared to be
     unassignable and non-transferrable except by will or in accordance with
     the laws of descent and distribution:

          (b)  No part of the amounts payable shall be, prior to actual payment,
     subject to seizure or sequestration for the payment of any debts,
     judgments, alimony or separate maintenance owed by the Participant or any
     other person, or be transferrable by operation of law in the event of the
     Participant's or any other person's bankruptcy or insolvency.

     9.6  Notice. Any notice required or permitted to be given under the Plan
shall be

                                       19

<PAGE>   20

sufficient if in writing and hand delivered, or sent by registered or certified
mail to the last known address of the Participant if to the Participant, or, if
given to the Company, to the principal office of the Company, directed to the
attention of the Plan Committee. Such notice shall be deemed given as of the
date of delivery, or, if delivery is made by mail, as of the date shown on the
postmark or the receipt for registration or certification.

     9.7 Governing Laws. The Plan shall be construed and administered according
to the laws of the State of Georgia.

     9.8 Deferred Compensation Plan Trust. The Company may establish a Trust or
Trusts with (an) independent trustee(s), and shall comply with the terms of the
Trust(s). The Company shall transfer to the trustee(s) an amount of cash,
marketable securities, or other property acceptable to the trustee(s) ("Trust
Property") equal in value to the amount necessary, calculated on an actuarial
basis in accordance with the terms of the Trust(s), to pay the Company's
obligations under the Plan (the "Funding Amount"), and may make additional
transfers to the trustee(s) as may be necessary in order to maintain the
Funding Amount. Trust Property so transferred shall be held, managed, and
disbursed by the Trustee(s) in accordance with the terms of the Trust(s). To
the extent that Trust Property shall be used to pay the Company's obligations
under the Plan, such payments shall discharge obligations of the Company;
however, the Company shall continue to be liable for amounts not paid by the
Trust(s). In the event of a Change of Control, the amount and timing of the
payment of benefits shall be as determined under any provisions of the Trust
agreement relating thereto, which shall replace the payment provisions of
Article V herein. Trust Property will nevertheless be subject to claims of the
Company's creditors in the event of bankruptcy or insolvency, and the
Participant's rights under the Plan and Trust(s) shall at all times be subject
to the provisions of Section 9.2.


                                       20

<PAGE>   21

     IN WITNESS WHEREOF, the Company has adopted the ANTEC Corporation Deferred
Compensation Plan as of the Plan Effective Date.



                                         ANTEC CORPORATION


                                  By:
                                        ----------------------------------
                                         Lawrence A. Margolis
                                         Executive Vice President and
                                  Its:   Chief Financial Officer
                                        ----------------------------------
                                  Date:
                                        ----------------------------------

                                       21