<PAGE>

                                                                    EXHIBIT 10.7

                               SCIENTIFIC-ATLANTA
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                               AMENDED AND RESTATED MAY 16, 2001


                            Article I - Introduction
                            ------------------------

     1.1  Name of the Plan
          ----------------

     This Plan shall be known as the Scientific-Atlanta Executive Deferred
Compensation Plan.

     1.2  Purpose of Plan
          ---------------

     The purpose of the Plan is to provide eligible executives of Scientific-
Atlanta, Inc., a Georgia corporation, and its subsidiaries the opportunity to
defer cash compensation payable to them for services to Scientific-Atlanta, Inc.
and its subsidiaries.

     1.3  Date of Plan
          ------------

     This Scientific-Atlanta Executive Deferred Compensation Plan was originally
made at Norcross, Georgia, on the 19th day of May, 1993, for the benefit of
certain employees of Scientific-Atlanta, Inc. and its subsidiaries.

                            Article II - Definitions
                            ------------------------

     For purposes of this Plan, the following words and phrases shall have the
meanings and applications set forth below:

     2.1  Annual Incentive Plan Payment
          -----------------------------

     The short-term executive incentive payment, if any, earned by a Participant
in the year preceding a Plan Year and payable by the Employer to the Participant
in the Plan Year.

     2.2  Beneficiary
          -----------

     A person or entity designated in accordance with the terms and conditions
of this Plan to receive benefits upon the death of a Participant.


     2.3  Compensation Deferral Election
          ------------------------------

     Each election made by a Participant to defer a portion of his or her
Compensation by executing and submitting an Election Form.

                                       1
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     2.4  Compensation
          ------------

     The total of a Participant's Salary, Annual Incentive Plan Payment,  Long-
Term Incentive Plan  ("LTIP") Payments, any other incentive payments (including
the cash value of restricted stock awards vesting under the LTIP) approved by
the Plan Committee ("Other Incentive Compensation"), amounts to be received by
the Participant under the Executive Deferred Compensation Plan of Scientific-
Atlanta, Inc. originally adopted on December 1, 1985 ("1985 Plan Payments"), any
amounts to be received by the Participant under any Severance Protection
Agreement with, or Severance Protection Plan of, Scientific-Atlanta, Inc.
("Severance Payments") and any amounts to be received by the Participant under
the Scientific-Atlanta, Inc. Supplemental Executive Retirement Plan ("SERP
Payments"), which are payable to the Participant by the Employer during a Plan
Year.  Compensation shall be calculated before reduction for taxes or for
compensation deferred pursuant to this Plan.

     2.5  Deferred Benefit Account
          ------------------------

     An account maintained pursuant to and in accordance with the terms and
conditions set forth in Article V hereof by or on behalf of the Employer for
each Compensation Deferral Election made by a Participant under this Plan.

     2.6  Deferred Benefit Commencement Date
          ----------------------------------

     The date irrevocably designated by a Participant with respect to each
Compensation Deferral Election as the date on which the payment of the Deferred
Benefits that accumulate as a result of such elections are to begin.

     2.7  Deferred Benefits
          -----------------

     The amounts payable pursuant to this Plan to a Participant or to his or her
Beneficiary or estate following the Participant's termination of employment, the
Deferred Benefit Commencement Date, determination of Total Disability, or death.

     2.8  Determination Date
          ------------------

     The last day of each Plan Year.

     2.9  Election Amount
          ---------------

     The amount of Salary, Annual Incentive Plan Payment, Long-Term Incentive
Plan Payment, Other Incentive Compensation, 1985 Plan Payments, Severance
Payments or SERP Payments to be deferred pursuant to a single Compensation
Deferral Election.

     2.10  Election Form
           -------------

     The form completed by a Participant in order to make one or more
Compensation

                                       2
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Deferral Elections, as the same may be amended or revised as herein permitted.

     2.11  Eligible Compensation
           ---------------------

     The total of a Participant's Salary and Annual Incentive Plan Payment or
sales incentive payments, payable by the Employer to a Participant during a
calendar year.

     2.12  Employer
           --------

     Scientific-Atlanta, Inc. or any of its majority owned subsidiaries.

     2.13  Employment Termination Date
           ---------------------------

          The date of a Participant's termination of employment, determination
of Total Disability, or death, whichever is applicable.

     2.14  Fixed Income Fund
           -----------------

     The Fixed Income Fund provides an annual rate of interest equal to the
average of Moody's Long Term Industrial Bond Rate for the ninety (90) day period
ending on the March 1st preceding the commencement of each Plan Year (rounded to
the next highest one-half (1/2) percentage point), plus 1%, which shall be
credited to that portion of a Participant's Deferred Benefit Account invested in
the Fixed Income Fund during the Plan Year.  Provided, however, that with
respect to any 1985 Plan Payments deferred under this Plan, the interest rate to
be credited to each Deferred Benefit Account established for any such deferral
shall be 14% per annum.  Except as otherwise provided by Section 6.2(b) hereof,
interest shall accrue, at the interest rate in effect from time to time, on any
amounts credited to the Fixed Income Fund from the date on which the amount is
credited until it is paid to the Participant.

     2.15  Insurance Fund
           --------------

     The fund available to eligible Participants for use in purchasing life
insurance.  Amounts credited to an Insurance Fund shall be used to pay premiums
on life insurance insuring the life of the Participant, or, at the Participant's
election, the lives of the Participant and his or her spouse on a joint and
survivor basis, pursuant to such policies of insurance, and with such insurers,
as the Plan Committee may determine from time to time.  The Company shall be the
owner of such insurance policy or policies, and the proceeds thereof shall be
payable as provided in an insurance payment proceeds agreement to be entered
into between the Participant and the Company.

     2.16  Long-Term Incentive Plan Payment
           --------------------------------

     The long-term performance payment, if any, earned by a Participant during
the performance period immediately preceding the Plan Year and payable by the
Employer to the Participant in the Plan Year.

                                       3
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     2.17  Other Incentive Compensation
           ----------------------------

     This term is defined in Section 2.4.

     2.18  Participant
           -----------

     An employee of the Employer who is eligible to participate in this Plan
according to the criteria adopted from time to time by the Plan Committee and
who elects to participate in this Plan.

     2.19  Plan
           ----

     This Scientific-Atlanta Executive Deferred Compensation Plan, as amended
from time to time.

     2.20  Plan Committee
           --------------

     The Human Resources and Compensation Committee of the Board of Directors of
Scientific-Atlanta, Inc. or such other committee as shall be designated by the
Board of Directors from time to time.

     2.21  Plan Year
           ---------

     The period beginning on the first day of July of each calendar year and
ending on and including the last day of June of the next calendar year.

     2.22  Salary
           ------

     The base salary, including any raises in salary, earned by a Participant in
connection with his or her employment with the Employer and payable to a
Participant by the Employer in a Plan Year.

     2.23  Savings Match
           -------------

     This term is defined in Section 5.3.

     2.24  Savings Match Account
           ---------------------

     An account maintained pursuant to and in accordance with the terms and
conditions set forth in Article V hereof.

     2.25  SERP Payments
           -------------

     This term is defined in Section 2.4.

                                       4
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     2.26  Severance Payments
           ------------------

     This term is defined in Section 2.4.

     2.27  Total Disability
           ----------------

     A physical or mental condition which is expected to be totally and
permanently disabling as determined in accordance with the terms and conditions
of the long-term disability insurance plan currently or most recently maintained
by the Employer for the benefit of the Participant claiming to be totally
disabled.

     2.28  1985 Plan Payments
           ------------------

     This term is defined in Section 2.4.

     2.29  401(k) Plan
           -----------

     This term is defined in Section 5.3.


                  Article III - Eligibility and Participation
                  -------------------------------------------

     3.1  Eligibility
          -----------

     Employees who are eligible to participate in this Plan will be identified
by the Plan Committee according to criteria adopted from time to time by the
Plan Committee.  Only Employees designated by the Plan Committee as eligible to
participate in the Insurance Fund will be eligible to defer Election Amounts
into the Insurance Fund.  Such identification shall be conclusive and binding
upon all persons.

     3.2  Participation
          -------------

     The Plan Committee shall notify in writing each employee who becomes
eligible to participate in this Plan of his or her eligibility.  Eligible
employees may participate in this Plan by submitting an Election Form in
accordance with Section 4.1 hereof.  Such election to participate shall be
effective upon the receipt and acceptance by the Plan Committee of such Election
Form.

     3.3  Additional Compensation
          -----------------------

     A Participant shall receive the Deferred Benefits provided for herein in
addition to any compensation or other benefits paid or provided to the
Participant by the Employer.  In the event that a Participant's participation in
this Plan shall cause the Participant to receive a reduced benefit under any
pension plan maintained by the Employer for the benefit of the Participant, then
the Employer shall pay the Participant, at the same time and in the same manner
as would have been paid under such pension plan, the additional pension benefits
that the Participant would have received under such pension plan if the
Participant had not participated in this Plan,

                                       5
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unless the Participant is entitled to receive such additional pension benefits
under some other plan maintained by the Employer for the benefit of the
Participant.

                       Article IV - Compensation Deferral
                       ----------------------------------

     4.1  Compensation Deferral Election
          ------------------------------

     A Participant shall make a Compensation Deferral Election by executing and
submitting to the Plan Committee an Election Form.  The Election Form shall
specify the Election Amount, the Deferred Benefit Commencement Date, the method
of payment of the Deferred Benefits attributable to the election, the
Beneficiary selected by the Participant to receive such Deferred Benefits in the
event of the Participant's death, the investment option(s) selected pursuant to
Section 5.4, and any optional payment instructions for involuntary termination
of employment, disability and death.  An election to defer future Salary may be
made either before or during the Plan Year, provided, however, that any such
election must be submitted to the Plan Committee at least thirty (30) days prior
to the applicable fiscal quarter and must apply to at least the entire fiscal
quarter.  An election to defer all or a portion of the payment of any Annual
Incentive Plan Payment, a Long-Term Incentive Plan Payment, Other Incentive
Compensation, 1985 Plan Payments, Severance Payments or SERP Payments must be
made at least ninety (90) days prior to the date the Participant is entitled to
receive such payment.  Subject to the limitations in Section 5.4 relating to
changing investment options, a Participant may revise or change any election or
instruction contained in any Election Form, other than the Election Amount, by
submitting to the Plan Committee a revised Election Form at least ninety (90)
days prior to the effective date of such revision or change.

     4.2  Election Amounts
          ----------------

     Each Election Amount shall be selected as follows:

     (a) With respect to Salary, a participant may defer a specified percentage
of the Salary which the Participant will earn and receive during the balance of
the Plan Year.  Percentage deferrals must be in increments of five percentage
points. A Participant may elect to defer up to 100% of his/her Salary, provided
that such deferral will be reduced by amounts necessary to pay the Participant's
portion of applicable taxes and other deductions which the Participant may have
authorized.

     (b) With respect to an Annual Incentive Plan Payment, a Long-Term Incentive
Plan Payment, Other Incentive Compensation, 1985 Plan Payments, Severance
Payments or SERP Payments, a Participant may defer either a specified percentage
of the entire payment or a specified percentage of the payment above a stated
dollar amount; provided, however, that any such percentage must be an increment
of five percentage points.

                                       6
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     4.3  Investment Election
          -------------------

     A Participant shall specify in his or her Compensation Deferral Election
the percentage of the Election Amount to be credited to the investment options
listed in Section 5.4(d), as modified from time to time by the Plan Committee.

     4.4  Reduction of Compensation
          -------------------------

     The Employer shall deduct Election Amounts deferred from a Participant's
Salary ratably over each remaining pay period in the Plan Year.  The Employer
shall deduct Election Amounts deferred from an Annual Incentive Plan Payment, a
Long-Term Incentive Plan Payment, Other Incentive Compensation, 1985 Plan
Payments, Severance Payments or SERP Payments at the time such payment is
otherwise payable.

     4.5  Deferred Benefit Commencement Date
          ----------------------------------

     Except as otherwise provided in Article VI hereof, and except for amounts
deposited into the Insurance Fund, a Participant shall specify in his or her
Compensation Deferral Election a Deferred Benefit Commencement Date for the
Election Amount to be deferred pursuant to such Compensation Deferral Election.
The permissible Deferred Benefit Commencement Dates are (i) a set date which is
no earlier than July 1 following the end of the Plan Year in which the Election
Amount is deferred; (ii) the Participant's Employment Termination Date, or (iii)
a date which is either the fifth or tenth anniversary of the Participant's
Employment Termination Date.  The term "Retirement" used as a designation on any
Election Form for a Deferred Benefit Commencement Date shall mean the
Participant's Employment Termination Date.

     4.6  Deferred Benefit Commencement Date; Method of Payment
          -----------------------------------------------------

     (a) Except as otherwise provided in Article VI hereof, the Election Amounts
that accumulate in a Deferred Benefit Account as a result of a Participant's
making a Compensation Deferral Election will be paid by the Company to the
Participant in the manner and commencing on the Deferred Benefit Commencement
Date designated with respect to the Compensation Deferral Election in an
Election Form.

     (b) Except as otherwise provided in Article VI hereof, the Participant may
elect to receive payment of the Deferred Benefits held in the form of cash,
which Deferred Benefits are attributable to a Compensation Deferral Election and
which are held in any investment option (other than the Insurance Fund),
pursuant to one of the following methods:

          (1)  Annual, semi-annual or quarterly installments payable over a
     five, ten or fifteen year period, and commencing on the respective Deferred
     Benefit Commencement Date; or

          (2)  A single lump sum payment of the entire balance of the respective
     Deferred Benefit Account, determined as of the Deferred Benefit
     Commencement Date and payable as soon as administratively practicable
     thereafter.

                                       7
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     4.7  Designation of Beneficiaries
          ----------------------------

     A Participant shall designate a Beneficiary with respect to each
Compensation Deferral Election and may change the Beneficiary designation with
respect to any Compensation Deferral Election at any time by submitting to the
Plan Committee a revised Beneficiary designation in writing reflecting the
change.

                     Article V - Deferred Benefit Accounts
                     -------------------------------------

     5.1  Deferred Benefit Accounts
          -------------------------

     The Employer shall cause to be established and maintained a separate
Deferred Benefit Account for each Compensation Deferral Election.  The Employer
shall credit the Election Amount (less any amount that the Employer may be
required from time to time to withhold pursuant to federal, state or local law)
deferred pursuant to each such Election Form to the Participant's appropriate
Deferred Benefit Account, and to the investment option selected by the
Participant pursuant to Section 5.4(d), as of the date deferred from
Participant's Compensation as provided in Section 4.1 hereof.

     5.2  Determination of Deferred Benefit Account
          -----------------------------------------

     As of each Determination Date, the current balance of a Participant's
Deferred Benefit Account shall be the sum of (i) the value of all investment
options selected by the Participant under Section 5.4(d) as of the Determination
Date, plus (ii) the value, as of the Determination Date, of Participant's
      ----
Savings Match Account (as defined below).

     5.3  Determination of Savings Match Account Balance
          ----------------------------------------------

     Beginning January 1, 2001, the Employer shall cause to be established and
maintained a separate Savings Match Account for each Participant (i) whose
Eligible Compensation exceeds $170,000, as adjusted by 401(a)(17) and (ii) who
contributed either (a) 6% of his Eligible Compensation for the preceding
calendar year or (b) $10,500 (as adjusted by 402(g)) of his Eligible
Compensation in the preceding calendar year, to the Scientific-Atlanta, Inc.
Voluntary Employee Retirement and Investment Plan (the "401(k) Plan").  On or
before January 31 of each calendar year, the Plan Committee shall credit to the
Participant's Savings Match Account an amount equal to the additional matching
contribution that would have been made under the 401(k) Plan had the amount(s)
of the Compensation Deferral Election(s) for the preceding calendar year been
contributed to the 401(k) Plan and the compensation or deferral limits under
Sections 401(a)(17) and 402(g) of the Code had not applied to the 401(k) Plan
(the "Savings Match"); provided, however, for calendar year 2000, only the
amounts deferred from Eligible Compensation after July 1, 2000, shall be
eligible for any Savings Match.  The Plan Committee shall credit the Savings
Match to the investment options in the same proportion as the Compensation
Deferral Election(s) that were made throughout the preceding calendar year,
except that the Savings Match attributable to the Insurance Fund for the
Participant shall be placed in the Fixed Income Fund for such Participant.  The
Plan Committee shall provide a

                                       8
<PAGE>

retroactive credit to the Savings Match Account in an amount equal to earnings
attributable to the Savings Match based on the investment options that the
Participant selected under the Plan.

     5.4  Investment Options
          ------------------

     (a) Beginning July 1, 2000, subject to the limitations of Section 3.1, a
Participant may select one or more investment options listed in 5.4(d) for each
Compensation Deferral Election relating to Compensation deferred under the Plan
on or after July 1, 2000.  Any investment option selection must specify the
percentage of the amount specified in the Compensation Deferral Election to be
invested in each investment option in 1% increments.  All deferrals made to the
Plan prior to July 1, 2000 shall remain in the Fixed Income Fund, except that
Insurance Fund Participants may transfer all or a portion of the pre-July 1,
2000 Fixed Income Fund balance to the Insurance Fund at any time.

     (b) Any investment option selection made by a Participant for the
investment of his Account shall be made in accordance with this section.  The
Participant shall make the initial investment option selection on a form
provided by the Plan Committee.  Thereafter the Participant may modify his
initial investment option selection for past amounts deferred and/or for future
deferrals by notifying the Plan Committee or its designated agent of the
modification in the manner permitted under the Plan Committee's guidelines.  A
Participant may modify his investment option selection during the ten-day period
commencing on July 1 of each year, except that Participants eligible to
participate in the Insurance Fund may modify their investment option from any
investment option to the Insurance Fund at any time.  Any investment option
modification shall be implemented as soon as administratively practicable
following the Plan Committee's receipt of a written investment option selection
modification.  An investment option selection for a Compensation Deferral
Election shall remain in effect until superseded by a subsequent investment
option selection modification, or until the complete distribution of the
Participant's Deferred Benefits related to that Compensation Deferral Election.

     (c) If a Participant fails to submit an investment option selection for a
Compensation Deferral Election, or if a Participant's investment option
selection does not equal 100%, the portion of the Participant's Compensation
Deferral Election that is not subject to an investment option selection shall be
invested in the Fixed Income Fund.

     (d) The investment options offered by the Plan are:

         (i)    Fixed Income Fund (defined in Section 2.13);
         (ii)   Insurance Fund (defined in Section 2.15); and
         (iii)  Such other investment options as are made available under the
                Plan by the Plan Committee from time to time.

                                       9
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     5.5  Statement of Accounts
          ---------------------

     Within ninety (90) days after each Determination Date, the Plan Committee
shall submit to each Participant a statement in such form as the Plan Committee
shall deem desirable, setting forth a summary of the Compensation Deferral
Elections made, the current balances of the Deferred Benefit Accounts maintained
for the Participant as of the Determination Date, and the current balance of the
Savings Match Account maintained for the Participant as of the Determination
Date.

                   Article VI - Payment of Deferred Benefits
                   -----------------------------------------

     6.1  General
          -------

     Except as otherwise provided herein, Deferred Benefits in each Deferred
Benefit Account shall be payable to a Participant upon the Deferred Benefit
Commencement Date for such Account and pursuant to the manner of payment
selected by the Participant on the applicable Election Form or any permitted
modification thereof.  If the Participant has elected to receive such Deferred
Benefits in installments, the amount payable in the first year of such
installments shall be an amount that will fully amortize the balance in the
Participant's Deferred Benefit Account determined as of the Deferred Benefit
Commencement Date over the five, ten, or fifteen year period.  Thereafter, the
amount payable in each succeeding year shall be adjusted to an amount that will
fully amortize the remaining balance in such Deferred Benefit Account over the
remaining years in the aforesaid five, ten, or fifteen year installment period.
Proceeds of life insurance purchased with amounts credited to the Insurance Fund
shall be payable as provided in the respective policy or policies and the
applicable insurance proceeds payment agreement.

     6.2  Termination of Employment
          -------------------------

     Except for amounts deferred into a Insurance Fund, Deferred Benefits shall
be paid to a Participant upon his or her termination of employment, as follows:

     (a) Upon the involuntary termination of a Participant's employment by the
Employer, the amount in each Deferred Benefit Account shall be payable to the
Participant either (i) in the manner specified by the Participant in his or her
Election Form to apply in the event of his or her involuntary termination by the
Employer; or (ii) if no such specification is made, on the Deferred Benefit
Commencement Date that applies to such Deferred Benefit Account, pursuant to the
method requested by the Participant in his or her Election Form.

     (b) Upon the voluntary termination of employment by a Participant prior to
attaining fifty-five years of age:

          (1) the amounts in each of the Participant's Deferred Benefit Accounts
     shall cease to earn interest and the balance of each Deferred Benefit
     Account shall be determined as of the nearest pay date following the
     Participant's Employment Termination Date  determined  in accordance with
     Article V hereof; and

                                       10
<PAGE>

          (2) the Employer shall pay the Participant the balance of each such
     Deferred Benefit Account not according to the Participant's elections as
     specified in his or her Election Forms but in a lump sum, to be paid within
     sixty (60) days of the Participant's voluntary termination.

     (c) Upon the voluntary termination of employment with the Employer by a
Participant who is fifty-five years or older the Employer will pay out to such
Participant all amounts in his or her Deferred Benefit Account in accordance
with the instructions in the applicable Election Form.

     (d) Other provisions of this Plan to the contrary notwithstanding, in the
event that a Participant's employment with the Employer is terminated for any
reason, voluntarily or involuntarily, within two (2) years after a "Change in
Control" of Scientific-Atlanta, Inc., the Employer shall pay the Participant the
amounts in the Participant's Deferred Benefit Accounts according to the terms of
Section 6.2(a) hereof as if the Participant had been terminated involuntarily.
For purposes of this Plan, a "Change in Control" shall mean any of the following
events:

          (1) The acquisition in one or more transactions by any "Person" (as
     the term person is used for purposes of Section 13(d) or 14(d) of the
     Securities Exchange Act of 1934, as amended (the "1934 Act") of "Beneficial
     Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934
     Act) of twenty percent (20%) or more of the combined voting power of the
     Company's then outstanding voting securities (the "Voting Securities"),
     provided, however, that for purposes of this Section 6.2(d)(1), the Voting
     Securities acquired directly from the Company by any Person shall be
     excluded from the determination of such Person's Beneficial Ownership of
     Voting Securities (but such Voting Securities shall be included in the
     calculation of the total number of Voting Securities then outstanding); or

          (2) The individuals who are members of the Incumbent Board (as defined
     below), cease for any reason to constitute at least two-thirds of the
     Board.  The "Incumbent Board" shall include the individuals who as of
     August 20, 1990 are members of the Board and any individual becoming a
     director subsequent to August 20, 1990 whose election, or nomination for
     election by the Company's stockholders, was approved by a vote of at least
     two-thirds of the directors then comprising the Incumbent Board;  provided,
     however, that any individual who is not a member of the Incumbent Board at
     the time he or she becomes a member of the Board shall become a member of
     the Incumbent Board upon the completion of two full years as a member of
     the Board;  provided, further, however, that notwithstanding the foregoing,
     no individual shall be considered a member of the Incumbent Board if such
     individual initially assumed office (i) as a result of either an actual or
     threatened "election contest" (within the meaning of Rule 14a-11
     promulgated under the 1934 Act) or other actual or threatened solicitation
     of proxies or consents by or on behalf of a Person other than the Board (a
     "Proxy Contest") or (ii) with the approval of the other Board members, but
     by reason of any agreement intended to avoid or settle a Proxy Contest; or

                                       11
<PAGE>

          (3) Approval by stockholders of the Company of (i) a merger or
     consolidation involving the Company if the stockholders of the Company,
     immediately before such merger or consolidation, do not own, directly or
     indirectly, immediately following such merger or consolidation, more than
     eighty percent (80%) of the combined voting power of the outstanding voting
     securities of the corporation resulting from such merger or consolidation
     in substantially the same proportion as their ownership of the Voting
     Securities immediately before such merger or consolidation or (ii) a
     complete liquidation or dissolution of the Company or an agreement for the
     sale or other disposition of all or substantially all of the assets of the
     Company.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty percent (20%) or more of the then outstanding Voting
Securities is acquired by (i) a trustee or other fiduciary holding securities
under one or more employee benefit plans maintained by the Company or any of its
subsidiaries or (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition.

     Moreover, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person,
provided, that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company,
and after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall be deemed to have occurred.

     (e) Other provisions of this Plan to the contrary notwithstanding, this
Plan may not be modified, amended or terminated within two (2) years after a
Change in Control.

     6.3  Total Disability
          ----------------

     Except for amounts deferred into a Insurance Fund, Deferred Benefits shall
be paid to a Participant upon his or her becoming Totally Disabled, as follows:

     (a) Upon the determination that a Participant is Totally Disabled.

          (1) No further deferrals will be made from his or her Compensation:
     and

          (2) the Employer shall pay the Participant the balance in each of the
     Participant's Deferred Benefit Accounts as if the Participant had been
     terminated involuntarily, as set forth in Section 6.2(a), unless the
     Participant has specified in his or her Election Form a different manner of
     payment.

                                       12
<PAGE>

     (b) For purposes of this Plan, once a Participant is determined to be
Totally Disabled, he or she will continue to be deemed Totally Disabled
irrespective of the Participant's ceasing to be considered Totally Disabled for
purposes of any other plan maintained by the Employer.

     (c) In the event that a Totally Disabled Participant recovers and resumes
active employment with the Employer such Totally Disabled Participant may resume
participation in this Plan at the discretion of the Plan Committee; provided,
however, that in any event the Totally Disabled Participant shall continue to
receive payments of Deferred Benefits that are then being paid pursuant to the
terms of this Plan.

     6.4  Death
          -----

     Except for amounts deferred into a Insurance Fund, Deferred Benefits shall
be paid upon the death of a Participant, as follows:

     (a) Upon the death of a Participant, the Employer shall pay the amounts in
each of the Participant's Deferred Benefit Accounts to the Beneficiary
designated by the Participant with respect to each Compensation Deferral
Election in each of his or her respective Election Forms, or, if the Participant
fails to so designate a Beneficiary, to his or her estate.

     (b) If the Participant dies prior to his or her Employment Termination
Date, the Employer shall pay to each respective Beneficiary or to the
Participant's estate, as the case may be, the amounts in each of the
Participant's respective Deferred Benefit Accounts, in the same manner as for
the Participant who has been terminated involuntarily, as set forth in Section
6.2(a).

     (c) If the Participant dies following his or her Employment Termination
Date but prior to his or her receiving the full payment of all Deferred Benefits
payable to him or her, the Employer shall pay to each of the respective
Beneficiaries or to the Participant's estate, as the case may be, the same
Deferred Benefit in the same manner as it otherwise would have paid to the
Participant as if the Participant had not died, unless the Participant has
specified in his or her Election Form a different manner of payment to a
Beneficiary.

     (d) Notwithstanding the other provisions of Section 6.4, a Beneficiary may
request a different payment schedule than what has been elected by the
Participant, if such change does not further defer the scheduled payout, by
submitting a request in writing to the Plan Committee.  The granting of any such
request shall be within the discretion of the Plan Committee.

     (e) If a Beneficiary who is receiving Deferred Benefits pursuant to this
Plan dies, the remainder of the Deferred Benefits to which such Beneficiary was
entitled at the time of his or her death shall continue to be payable to the
beneficiary or beneficiaries designated by such Beneficiary in writing to the
Plan Committee (or to the Beneficiary's estate or heirs if he or she fails to
designate a beneficiary or beneficiaries).

                                       13
<PAGE>

                       Article VII - Hardship Withdrawals
                       ----------------------------------

     7.1  Hardship Withdrawals.  A Participant may request a Hardship Withdrawal
          ---------------------
of all or a portion of his or her Deferred Benefits (excluding amounts deferred
into a Insurance Fund) before the Deferred Benefit Commencement Date, as
follows:

     (a) The request for withdrawal must be to meet an "unforeseeable
emergency."

     (b) For purposes of this Article VII, an unforeseeable emergency is a
severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, loss of Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant.  The circumstances that will constitute
an unforeseeable emergency will depend upon the facts of each case, but, in any
case, a hardship withdrawal may not be made to the extent that such hardship is
or may be relieved:

          (1) Through reimbursement or compensation by insurance or otherwise,

          (2) By liquidation of the participant's assets, to the extent the
     liquidation of such assets would not itself cause severe financial
     hardship, or

          (3) By cessation of deferrals under the Plan.

     (c) The request for a Hardship Withdrawal must be made in writing to the
Plan Committee and shall state the amount requested, the unforeseeable emergency
to which the amount will be applied and shall also affirm that no other assets
are reasonably available to meet the emergency.

     (d) The Plan Committee shall consider applicable regulatory standards in
assessing whether to grant a request for a Hardship Withdrawal.

                       Article VIII - Plan Administration
                       ----------------------------------

     8.1  Plan Committee
          --------------

     This Plan and all matters related to it shall be administered by the Plan
Committee.  The Plan Committee shall have the authority to interpret the
provisions of this Plan and to resolve all questions arising in the
administration, interpretation and application of this Plan.  Any such
determination by the Plan Committee shall be conclusive and binding on all
persons.

     8.2  Claim Procedures
          ----------------

     Any Participant or Beneficiary claiming a benefit, or requesting an
interpretation, any information, or a ruling under this Pan shall present the
request, in writing, to the Plan Committee, which shall respond in writing
within thirty (30) days from the date on which it receives the claim or request.

                                       14
<PAGE>

                       Article IX - Participant's Rights
                       ---------------------------------

     9.1  Ineligibility to Participate in Plan
          ------------------------------------

     In the event that the Plan Committee determines that a Participant has
become ineligible to continue to participate in this Plan, the Plan Committee
may terminate Participant's participation in this Plan upon ten (10) days' prior
written notice to the Participant.  In such event, the Participant will not be
entitled to make further Compensation Deferral Elections, but all current
Compensation Deferral Elections shall continue in effect.  All Deferred Benefit
Accounts shall be payable as otherwise provided in Article VI hereof.

     9.2  Termination of Plan
          -------------------

     Subject to the provisions of Section 6.2(e) of this Plan, the Board of
Directors of Scientific-Atlanta, Inc. may terminate this Plan at any time, and
termination of this Plan shall be effective upon ten (10) days' written notice
to all Participants in the Plan.  Upon such termination of this Plan, the
Employer shall pay all active Participants their Deferred Benefits as provided
in Section 6.2(a) as if the employment of the Participant by the Company had
been involuntarily terminated.  Upon termination of the Plan, amounts credited
to the Deferred Benefit Accounts of each Participant shall earn interest at the
interest rate provided by the Fixed Income Fund until such amounts are paid to
the Participant.

     9.3  Participant's Rights
          --------------------

     The right of a Participant or his or her Beneficiary or estate to receive
any benefits under this Plan shall be solely that of an unsecured creditor of
the Employer.  Any asset acquired or held by the Employer or funds allocated by
the Employer in connection with the liabilities assumed by the Employer pursuant
to this Plan shall not be deemed to be held under any trust for the benefit of
any Participant or of any of Participant's Beneficiaries or to be security for
the performance of the Employer's obligations hereunder but shall be and remain
a general asset of the Employer.  Provided, however, that nothing herein shall
affect the rights of the Participant with regard to this Plan under that certain
Benefits Protection Trust, between Scientific-Atlanta, Inc. and Wachovia Bank &
Trust Co., N.A., dated February 13, 1991, as amended from time to time.

     9.4  Spendthrift Provision
          ---------------------

     Neither a Participant nor any person claiming through a Participant shall
have the right to commute, sell, assign, transfer, pledge, mortgage or otherwise
encumber, transfer, hypothecate or convey any Deferred Benefit payable hereunder
or any part thereof in advance of it actually having been received by a
Participant or other appropriate recipient under this Plan, and the right to
receive all such Deferred Benefits is expressly declared to be non-assignable
and non-transferable.  Prior to the actual payment thereof, no part of the
Deferred Benefits payable hereunder shall be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed by
a Participant or any person claiming through a

                                       15
<PAGE>

Participant or be transferable by operation of law in the event of a
Participant's or any such other person's bankruptcy or insolvency.

     9.5  Plan Not An Employment Agreement
          --------------------------------

     This Plan shall not be deemed to constitute an employment agreement between
the Employer and any Participant, and no provision hereof shall restrict the
right of the Employer to
discharge a Participant as an employee of the Employer or the right of a
Participant to voluntarily terminate his or her employment with the Employer.

     9.6  Cooperation
          -----------

     Each Participant will cooperate with the Employer by furnishing any and all
information reasonably requested by the Employer in order to facilitate the
payment of Deferred Benefits hereunder and by taking any such other actions as
the Employer or the Plan Committee may reasonably request.

     9.7  Offset
          ------

     If a Participant or his or her Beneficiary, as the case may be, shall be
indebted to the Employer at any time that Deferred Benefits are to be paid to a
Participant or his or her Beneficiary under this Plan, then the Employer may
reduce such Deferred Benefits by the amount of such indebtedness prior to the
payment of the Deferred Benefits.

                           Article X - Miscellaneous
                           -------------------------

     10.1  Amendments and Modifications
           ----------------------------

     Subject to the provisions of Section 6.2(e) of this Plan, the Board of
Directors of Scientific-Atlanta, Inc. may amend this Plan in any respect at any
time, provided, however, that any amendment that does not involve a material
change in the nature of the Plan or a material increase in the cost of the Plan
may be adopted in writing, without approval of the Board of Directors, by the
Plan Committee.

     10.2  Inurement
           ---------

     This Plan shall be binding upon and shall inure to the benefit of the
Employer and each Participant hereto, and their respective beneficiaries, heirs,
executors, administrators, successors and assigns.

     10.3  Governing Law
           -------------

     This Plan shall be interpreted and administered in accordance with the
Employee Retirement Income Security Act of 1974, as amended.  To the extent that
state law is applicable, however,  the laws of the State of Georgia shall apply.

                                       16
<PAGE>

     10.4  Tax Withholding
           ---------------

     All payments made pursuant to this Plan shall be subject to the withholding
of state and federal taxes, FICA tax or other taxes to the extent required by
applicable law.  The Plan Committee shall, before delivery of a cash payment
require the Participant to make arrangements satisfactory to the Plan Committee
to satisfy such withholding requirements.

     To record the adoption of the Plan (as amended and restated) by the Board
on May 16, 2001, the Company has caused its authorized officers to execute this
Plan.

                                SCIENTIFIC-ATLANTA, INC.



                                By:  /s/ Brian C. Koenig
                                     Brian C. Koenig

                                     Title: Senior Vice President -
                                            Human Resources



                                By:  /s/ William E. Eason, Jr.
                                     William E. Eason, Jr.

                                     Title: Senior Vice President,
                                            General Counsel and Corporate
                                            Secretary

                                       17