<PAGE>

                                                                    EXHIBIT 10.5
[LOGO OF SCIENTIFIC ATLANTA]

                        DEFERRED COMPENSATION PLAN FOR
              NON-EMPLOYEE DIRECTORS OF SCIENTIFIC-ATLANTA, INC.
              --------------------------------------------------

                                 As Amended and Restated, Effective July 1, 2001

ARTICLE I - INTRODUCTION
------------------------

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

     This Plan shall be known as the Deferred Compensation Plan for Non-Employee
Directors of Scientific-Atlanta, Inc. ("the Company").

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

     The purpose of the Plan is to provide non-employee directors of the Company
the opportunity to defer receipt of cash compensation and compensation in the
form of stock payable to them for services to the Company as directors.

1.3  Restatement of Plan
     -------------------

     This document amends and restates the Plan effective as of July 1, 2001.
All deferral elections made on or after July 1, 2001, shall be governed by the
terms of the Plan as amended and restated herein.

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 Retainer
     ---------------

     The amount paid each year, in quarterly payments, to non-employee members
of the Board of Directors of the Company.

2.2  Award Sub-Account
     -----------------

     The sub-account described in Section 5.4 of this Plan.

                                       1
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2.3  Awards
     ------

     The right to receive shares of Scientific-Atlanta Common Stock, granted
under a Stock Award, an Elective Grant, a Retirement Award, or a Lump Sum
Distribution made pursuant to the Stock Plan for Non-Employee Directors, as such
terms are defined in that plan.

2.4  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.

2.5  Committee Chair Retainer
     ------------------------

     The amount paid each year, in quarterly payments to a non-employee director
who chairs a standing or special committee of the Board of Directors.

2.6  Compensation
     ------------

     The total of a Participant's Annual Retainer, Meeting Fees, and Committee
Chair Retainer payments paid to the Participant, by the Company during a Plan
Year.

2.7  Conversion Date
     ---------------

     August 16, 2000.

2.8  Deferral Election
     -----------------

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

2.9  Deferral Period
     ---------------

     The period commencing on the date that an Election Form becomes effective
for a Deferral Election and continuing until the Deferred Benefit Commencement
Date.

2.10 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 Company for each
Deferral Election made by a Participant under this Plan.

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2.11 Deferred Benefit Commencement Date
     ----------------------------------

     The date designated by a Participant with respect to each Deferral Election
entered on an Election Form as the date on which the payment of the Deferred
Benefits that accumulate as a result of each respective election is to begin.

2.12 Deferred Benefits
     -----------------

     The amounts (and number of shares of Scientific-Atlanta Common Stock, if
applicable) payable to a Participant or to his or her Beneficiary or estate
beginning on the Deferred Benefit Commencement Date under this Plan.

2.13 Determination Date
     ------------------

     The last day of each Plan Year.

2.14 Election Amount
     ---------------

     The amount of Compensation (and right to a certain number of shares of
Scientific-Atlanta Common Stock under an Award, if applicable) to be deferred
pursuant to a single Deferral Election.

2.15 Election Form
     -------------

     The form completed by a Participant in order to make one or more Deferral
Elections for the next Plan Year, as the same may be amended or revised as
herein permitted.

2.16 Interest Sub-Account
     --------------------

     The sub-account described in Section 5.2 of this Plan.

2.17 Meeting Fees
     ------------

     The amounts paid to a non-employee member of the Board of Directors of the
Company for each meeting of the Board and each meeting of a standing or special
committee he or she attends.

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

     A non-employee member of the Board of Directors of the Company who elects
to participate in this Plan.

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2.19 Phantom Stock
     -------------

     The hypothetical shares of Scientific-Atlanta Common Stock credited to the
Phantom Stock Sub-Account prior to the Conversion Date.

2.20 Phantom Stock Sub-Account
     -------------------------

     Prior to the Conversion Date, the sub-account into which Compensation
could be deferred and converted into values based upon hypothetical shares of
Scientific-Atlanta Common Stock.

2.21 Plan
     ----

     This Deferred Compensation Plan for Non-Employee Directors of Scientific-
Atlanta, Inc., as amended from time to time.

2.22 Plan Committee
     --------------

     The Human Resources and Compensation Committee of the Board of Directors of
the Company.

2.23 Plan Interest Rate
     ------------------

     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 a
Participant's Deferred Benefit Accounts during such Plan Year.

2.24 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.

2.25 Retirement
     ----------

     The discontinuation of service on the Board of Directors by a Participant
who is fifty-five years of age or older with at least three years of Board
service.

2.26 Scientific-Atlanta Common Stock
     -------------------------------

     The $.50 par value per share common stock of the Company.

                                       4
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2.27 Service Termination Date
     ------------------------

     The last day of the month immediately preceding the date of a Participant's
Retirement, termination of service, determination of Total Disability, or death,
whichever is applicable.

2.28 Split-Dollar Insurance Sub-Account
     ----------------------------------

     The sub-account described in Section 5.5 of this Plan.

2.29 Stock Sub-Account
     -----------------

     The sub-account described in Section 5.3 of this Plan.

2.30 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 plan currently or most recently maintained by the
Company for the benefit of its employees who are totally disabled.

ARTICLE III - ELIGIBILITY AND PARTICIPATION
-------------------------------------------

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

     Directors who are not employees of the Company and who are actively serving
on the Board of Directors of the Company shall be eligible to participate in
this Plan.

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

     The Plan Committee shall notify in writing each director who becomes
eligible to participate in this Plan of his or her eligibility.  Eligible
directors may participate in this Plan by completing an Election Form on or
before the end of the quarter immediately preceding the quarter in which he or
she wants to begin deferring Compensation or Awards.  If timely received, such
election to participate shall be effective on the first day of the succeeding
quarter.

ARTICLE IV - COMPENSATION DEFERRAL
----------------------------------

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

     (a) A Participant shall effect a Deferral Election by executing and
     submitting to the Plan Committee an Election Form.  Subsequently, the
     Company shall defer Election Amounts deferred from the Participant's
     Compensation and Awards at the time Compensation would have been paid or at
     the time the right to receive shares of Scientific-Atlanta Common Stock was
     granted, as applicable.

                                       5
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     (b) Each Election Amount shall be deferred for the Deferral Period
     specified with respect to the particular Deferral Election in the Election
     Form, provided, however, that the Participants shall not be entitled to
     defer Retirement Awards or Lump Sum Distributions (as such terms are
     defined in the Stock Plan for Non-Employee Directors) for Deferral Periods
     that are shorter than the minimum Deferral Periods for such Awards that are
     set forth in the Stock Plan for Non-Employee Directors.

     (c) All Deferral Elections shall apply solely to Compensation and/or Awards
     which will be paid (or granted) to a Participant beginning with the first
     day of the calendar quarter commencing subsequent to the calendar quarter
     in which the Deferral Election is received; provided, however, the
                                                 --------  -------
     Participant must submit the Election Form at least thirty (30) days prior
     to the quarter in which the Participant desires to commence a deferral.
     Any Deferral Election will apply only to Compensation and/or Awards paid
     (or granted) during the Plan Year in which the election becomes effective.
     A Participant may revise or change any election contained in any Election
     Form, other than the Election Amount, by submitting to the Plan Committee a
     request for such a revision or change and obtaining the Plan Committee's
     approval of such revision or change at least ninety (90) days prior to the
     effective date of such revision or change.

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

     Each Election Amount specified by a Participant on an Election Form with
respect to any Plan Year shall state in percentages the amount (and, to the
extent applicable, the right to receive a specific number of shares of
Scientific-Atlanta Common Stock), if any, which the Participant wishes to defer.
An election to defer Compensation must equal a minimum of five percent up to a
maximum of one hundred percent, in increments of five percentage points, of the
Compensation which the Participant may be paid during the Plan Year.  As to
Awards, the election must be in whole shares, with no right to receive
fractional shares being deferred.

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

     (a) A Participant shall specify in his or her Deferral Election the
     percentage of the Election Amount to be credited to an Interest Sub-
     Account, a Stock Sub-Account or a Split-Dollar Insurance Sub-Account, and
     the number of shares from Awards to be credited to an Award Sub-Account.

     (b) Compensation may be credited into an Interest Sub-Account, a Stock Sub-
     Account or a Split-Dollar Insurance Sub-Account, but Awards may only be
     credited into an Award Sub-Account.

4.4  Deferral Period
     ---------------

     With the exception of any amounts deposited into a Split-Dollar Insurance
Sub-Account, a Participant shall irrevocably specify in his or her Deferral
Election a Deferred Benefit Commencement Date for all of the Election Amount to
be deferred pursuant to such Deferral

                                       6
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Election, which date shall be (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 Retirement; or (iii) a date which is either the fifth or
the tenth anniversary following the date of the Participant's Retirement. In the
case of Awards which have minimum Deferral Periods that are required under the
terms of the Stock Plan for Non-Employee Directors, the above limitations shall
apply, and the Participant shall also be required to elect a Deferral Period
that complies with the minimum Deferral Periods required under the Stock Plan
for Non-Employee Directors.

4.5  Deferred Benefit Commencement Date; Manner of Payment and
     ---------------------------------------------------------
     Issuance
     --------

     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 Deferral Election will be paid (or issued, as applicable) by the
Company to the Participant in the manner and commencing on the Deferred Benefit
Commencement Date designated with respect to the Deferral Election in an
Election Form.

     (a)  Manner of Cash Payments:  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 held in an
     Interest Sub-Account, 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 and payable on the Deferred
          Benefit Commencement Date.

     (b)  Manner of Issuance of Shares:  Except as otherwise provided in Article
          ----------------------------
     VI hereof, the Participant may elect to receive issuance of the Deferred
     Benefits held in the form of shares of Scientific-Atlanta Common Stock held
     in a Stock Sub-Account or an Award Sub-Account, pursuant to one of the
     following methods:

          (1) Annual, semi-annual or quarterly issuance of shares of Scientific-
          Atlanta Common Stock from an Award Sub-Account or a Stock Sub-Account
          over a five, ten or fifteen year period, and commencing on the
          respective Deferred Benefit Commencement Date; provided, however, that
                                                         --------  -------
          no fractional shares of Scientific-Atlanta Common Stock will be
          issued; or

          (2) A single issuance of all shares subject to the specific Award Sub-
          Account or Stock Sub-Account, determined as of and payable on the
          Deferred Benefit Commencement Date.

                                       7
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     (c) Stock.  The shares of Scientific-Atlanta Common Stock issued under the
         -----
     Stock Sub-Account of this Plan may be authorized, but previously unissued,
     shares or previously issued shares reacquired by the Company.  The
     aggregate number of shares which may be issued under the Stock Sub-Account
     of this Plan shall not exceed 750,000 shares.

     (d) Change in Payment or Issuance Method.  A Participant may change the
         ------------------------------------
     method of payment (or method of issuance of shares) selected, which method
     was selected pursuant to the terms of subsection (a) or subsection (b)
     above, as applicable, with respect to a Deferral Election by submitting a
     request in writing to the Plan Committee.  Prior to a change in the method
     of payment or a change in the method of issuance of shares becoming
     effective, the Plan Committee must approve such change.  Participants may
     not move Deferred Benefits from one sub-account to another sub-account,
     except that Participants may move Deferred Benefits from an Interest Sub-
     Account to a Split-Dollar Insurance Sub-Account by notifying the Plan
     Committee in writing and designating in such notification the date upon
     which such Deferred Benefits are to be moved.

4.6  Designation of Beneficiaries
     ----------------------------

     A Participant shall designate a Beneficiary with respect to each Deferral
Election and may change the Beneficiary designation with respect to any 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 Company shall cause to be established and maintained for each
Participant a separate Deferred Benefit Account, and within each such Deferred
Benefit Account an Interest Sub-Account, a Stock Sub-Account, an Award Sub-
Account and Split-Dollar Insurance Sub-Account with respect to each Deferral
Election.  The Company shall credit the Election Amount deferred pursuant to
each such election to the Participant's appropriate Deferred Benefit Account,
and to the Interest Sub-Account, the Stock Sub-Account, the Award Sub-Account
and the Split-Dollar Insurance Sub-Account as specified in the Election, as of
the date deferred from Participant's Compensation as provided in Section 4.1
hereof.

5.2  Interest Sub-Account
     --------------------

     Except as otherwise provided by Section 6.2(a) hereof, interest shall
accrue at the Plan Interest Rate on any amounts credited to an Interest Sub-
Account from the date on which the amount is credited until it is paid to the
Participant, and shall be credited daily using the daily equivalent yield of the
Plan Interest Rate.

                                       8
<PAGE>

5.3  Stock Sub-Account
     -----------------

     If a Participant elects all or a portion of the Election Amount to be
credited to the Stock Sub-Account, the amount so credited shall be deemed to be
the right to receive a number of shares of Scientific-Atlanta Common Stock
determined as follows:

     (a)  Conversion into Scientific-Atlanta Common Stock:  The amount credited
          -----------------------------------------------
     to the Stock Sub-Account shall be converted on the date of such credit into
     the right to receive a number of shares of Scientific-Atlanta Common Stock
     determined by dividing the amount credited by the average closing price of
     Scientific-Atlanta Common Stock, as reported on the composite tape of the
     New York Stock Exchange, for the 20 business days immediately preceding the
     last day of the month prior to the month in which such amount is credited
     (the "Conversion Price").

     (b) Conversion of Phantom Stock:  Effective as of the Conversion Date, all
         ---------------------------
     hypothetical shares of Scientific-Atlanta Common Stock credited to a
     Participant's Phantom Stock Sub-Account shall be converted into the right
     to receive the same number of the shares of Scientific-Atlanta Common Stock
     under the Stock Sub-Account.

     (c) Fractional Shares:  No fractional shares will be credited to a Stock
         -----------------
     Sub-Account. In lieu of fractional shares, an amount equal to the
     fractional share multiplied by the Conversion Price shall be credited to
     the Interest Sub-Account.

     (d) Dividends:  No interest will accrue on the amounts held in a Stock Sub-
         ---------
     Account, but amounts equivalent to the cash dividends that would have been
     paid if the underlying shares had been issued will be placed in an Interest
     Sub-Account.

     (e) No Rights as Shareholder:  A Participant shall not have any rights as a
         ------------------------
     shareholder of the Company with respect to any amounts credited to the
     Stock Sub-Account or the right to receive shares of Scientific-Atlanta
     Common Stock represented by such amounts until such shares are actually
     issued as hereinafter provided.

5.4  Award Sub-Account
     -----------------

     If a Participant elects that an Award be deferred and credited to an Award
Sub-Account, such Award will remain in such Award Sub-Account until the Deferred
Benefit Commencement Date related to such Award Sub-Account occurs.  No interest
will accrue on the Award in such Award Sub-Account, but Accrued Dividends will
accrue and will be placed in an Interest Sub-Account.  A Participant shall not
have any rights as a shareholder of the Company while an Award is held in an
Award Sub-Account.

5.5  Split-Dollar Insurance Sub-Account
     ----------------------------------

     Amounts credited to a Split-Dollar Insurance Sub-Account shall be used to
pay premiums on life insurance insuring the life of the Participant, or, at the
Participant's election, the lives of

                                       9
<PAGE>

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
Endorsement Split-Dollar Agreement to be entered into between the Participant
and the Company.

5.6  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 Deferral Elections made and
the current balances of the Deferred Benefit Accounts and related sub-accounts
maintained for the Participant as of the Determination Date.

ARTICLE VI - PAYMENT (AND ISSUANCE) OF DEFERRED BENEFITS
--------------------------------------------------------

6.1  General
     -------

     Except as otherwise provided herein, Deferred Benefits credited to the
Interest Sub-Account, the Stock Sub-Account or the Award Sub-Account shall be
payable (and issued, if applicable) to a Participant upon the Deferred Benefit
Commencement Date and pursuant to the manner of payment (or issuance, if
applicable) selected by the Participant on the applicable Deferral Election or
any permitted modification thereof, pursuant to Section 4.5(d) hereof.  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, based on assumed interest earnings at the Plan Interest
Rate (to the extent applicable) in effect for such first year. Thereafter, the
amount payable (or to be issued) 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 based on the Plan Interest Rate (to the extent applicable)
for such succeeding year.  Proceeds of life insurance purchased with amounts
credited to the Split-Dollar Insurance Sub-Account shall be payable as provided
in the respective policy or policies and the applicable Endorsement Split-Dollar
Agreement.

6.2  Service Termination
     -------------------

     Deferred Benefits shall be paid (or issued, as appropriate) to a
Participant after his or her termination, as follows:

     (a)  Upon termination of service as a director prior to the Participant's
     Retirement:

          (1)  the amounts in each of the Participant's Deferred Benefit
          Accounts shall cease to earn interest (to the extent applicable) and
          the balance of each Deferred Benefit Account shall be determined in
          accordance with Article V hereof, and

                                       10
<PAGE>

          (2) the Company shall pay (or issue, as appropriate) to the
          Participant the balance of each of the Participant's Deferred Benefit
          Accounts 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
          days of the termination.

     (b)  Upon termination of service as a director on the date of the
     Participant's Retirement, the Company will pay (or issue) to such a
     Participant all amounts in his or her Deferred Benefit Accounts in
     accordance with Section 6.1 hereof.

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

     Deferred Benefits shall be paid (or issued, as appropriate) to a
Participant after his or her becoming Totally Disabled, as follows:

     (a)  Upon the determination that a Participant is Totally Disabled, no
     further deferrals will be made from his or her Compensation, and the
     Company shall pay (or issue, as appropriate) to the Participant all amounts
     in his or her Deferred Benefit Accounts in accordance with Section 6.2
     hereof unless the Participant has specified in his or her Election Form a
     different manner of payment.

     (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 Company.

     (c)  In the event that a Totally Disabled Participant recovers and resumes
     service with the Board, 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
     -----

     Deferred Benefits shall be paid (or issued, as appropriate) after the death
of a Participant, as follows:

     (a)  After the death of a Participant, the Company shall pay the amounts
     (or issue shares of Scientific-Atlanta Common Stock, if applicable) in each
     of the Participant's Deferred Benefit Accounts to the Beneficiary
     designated by the Participant with respect to each 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 Retirement, the Company 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 (or issue the shares held in

                                       11
<PAGE>

     the Stock Sub-Account or the Award Sub-Account), in the same manner as set
     forth in Section 6.2(a).

     (c)  If the Participant dies following Retirement or being determined to be
     Totally Disabled but prior to his or her receiving the full payment of all
     Deferred Benefits payable to him or her, the Company shall pay (or issue,
     if appropriate) to the respective Beneficiaries or to the Participant's
     estate, as the case may be, the same Deferred Benefits in the same manner
     as it otherwise would have paid (or issued) 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 to 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).

ARTICLE VII - PLAN ADMINISTRATION
---------------------------------

7.1  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 determine all questions arising in the
administration, interpretation and application of this Plan.

ARTICLE VIII - PARTICIPANT'S RIGHTS
-----------------------------------

8.1  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 Deferral Elections, but all current Deferral Elections
shall continue in effect. All Deferred Benefit Accounts shall be payable as
otherwise provided in Article VI hereof.

                                       12
<PAGE>

8.2  Termination of Plan
     -------------------

     The Board of Directors of the Company 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
Company shall pay all Participants their Deferred Benefits as provided in
Section 6.1 and in the Participant's Election Form; provided, however, if this
                                                    --------- -------
Plan is terminated within two (2) years after a Change in Control (as defined in
Section 9.4 hereof), each Participant's Deferred Benefits shall be paid in
accordance with either (a) each Participant's "Change in Control Election Form"
(as defined in Section 9.3 hereof), provided such Participant has completed and
submitted such Change in Control Election Form, as required by Section 9.3
hereof, or (b) Participant's original Election Form and in accordance with
Section 6.1 hereof, but only if a Participant has not validly completed and
submitted a Change in Control Election Form. Upon termination of the Plan,
amounts credited to the Deferred Benefit Accounts of each Participant shall
continue to earn interest at the Plan Interest Rate until such amounts are paid
to the Participant.

8.3  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 Company.  Any asset acquired or held by the Company or funds allocated by
the Company in connection with the liabilities assumed by the Company 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 Company's obligations hereunder but shall be and remain a
general asset of the Company.

8.4  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 its 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 (or issuance, if appropriate)
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
Participant or be transferable by operation of law in the event of a
Participant's or any such other person's bankruptcy or insolvency.

8.5  Cooperation
     -----------

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

                                       13
<PAGE>

ARTICLE IX - CHANGE IN CONTROL
------------------------------

9.1  Applicability
     -------------

     Notwithstanding any provision in this Plan to the contrary, the terms of
this Article IX shall apply to any Participant, whether active or inactive.

9.2  Effect of Change in Control
     ---------------------------

     Upon a Change in Control the following shall immediately occur:

     (a) The Company shall contribute to the trust maintained pursuant to the
     Scientific-Atlanta, Inc. Benefits Protection Trust Agreement a lump sum
     amount equal to each Participant's Deferred Benefit Accounts. The Company
     shall assign to such trust (i) any split-dollar life insurance policies
     held by the Company, pursuant to Section 5.5 hereof, for the benefit of a
     Participant's beneficiaries; and (ii) any Endorsement Split-Dollar
     Agreements between the Company and a Participant.

     (b) All Participants shall be deemed to have satisfied the age and service
     requirements in the definition of Retirement in this Plan.

     (c) For any Participant who is a member of the Board on the date that a
     Change in Control occurs and who ceases, within twenty-four (24) months
     after a Change in Control, to be a member of the Board for any reason, the
     Company shall pay such Participant his or her Deferred Benefits in
     accordance with such Participant's Change in Control Election Form, if
     completed and returned pursuant to Section 9.3. If a Participant has not
     completed and returned such Change in Control Election Form, such
     Participant's Deferred Benefits shall be paid in accordance with his
     original Election Form and Article VI hereof.

     (d) All amounts held in an Interest Sub-Account shall remain in such
     Interest Sub-Account and shall earn interest at the Plan Interest Rate
     until all amounts in such Interest Sub-Account are fully paid.

     (e) The rights to receive shares under all Stock Sub-Accounts and all
     Awards held in an Award Sub-Account shall be automatically converted into
     the cash value of such shares on the date of the Change in Control and such
     cash value shall be automatically transferred to the Interest Sub-Account
     (and earn interest in accordance with Section 9.2(d)). The cash value of
     such shares on the date of the Change in Control shall be determined by
     multiplying the closing price of one (1) share of Scientific-Atlanta Common
     Stock on the business day immediately prior to the date of the Change in
     Control times the number of shares of Scientific-Atlanta Common Stock that
             -----
     the Participant has a deferred right to receive under his Stock Sub-Account
     or his Award Stock-Sub-Account.

                                       14
<PAGE>

     (f) All amounts, if any, held in a Participant's Split-Dollar Insurance
     Sub-Account shall be automatically transferred to an Interest Sub-Account
     for such Participant (and shall earn interest in accordance with Section
     9.2(d)). The trust described in Section 9.2(a) shall withdraw from a
     Participant's Interest Sub-Account the amounts required to pay the premiums
     for the split-dollar life insurance held by the trust (pursuant to Section
     9.2(a)) for the benefit of such Participant's beneficiaries.

9.3  Change in Control Election Form
     -------------------------------

     At any time at least ninety (90) days prior to a Change in Control, each
Participant may elect to have his Deferred Benefits paid out after a Change in
Control in a manner different from the manner he previously elected in his
original Election Form. Each Participant may complete and submit a Change in
Control Election Form and thereby elect to have his or her Deferred Benefits
paid as follows if the Plan is terminated or a Participant's service on the
Board is terminated, within twenty-four (24) months after a Change in Control:
(a) have his Deferred Benefits paid as a lump sum payment, payable within five
(5) days after the date of termination of the Plan or the date of Participant's
termination of service on the Board (whichever occurs first); or (b) have his
Deferred Benefits paid as though his Deferred Benefit Commencement Date were the
date of termination of the plan or the date of Participant's termination of
service on the Board (whichever occurs first); or (c) have his Deferred Benefits
paid as of a specified date (the "Change in Control Election Form"). As with the
original Election Form, Participant may elect, in his Change in Control Election
Form, to have his Deferred Benefits paid in a lump sum, or in installments over
a 5-year period, a 10-year period, or a 15-year period. For a Change in Control
Election Form to be validly submitted by a Participant, it must be received by
the Corporate Secretary of the Company prior to the deadline specified in the
first sentence of this Section 9.3.

9.4  Definition of Change in Control
     -------------------------------

     For purposes of this Plan, a Change in Control shall mean any of the
following events:

     (a) 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 9.4, 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

     (b) The individuals who are members of the Incumbent Board (as defined
     below)  cease for any reason to constitute at least two-thirds (2/3) of the
     Board.  The "Incumbent

                                       15
<PAGE>

     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
     stockholders was approved by a vote of at least two-thirds (2/3) 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 (2) 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

     (c) 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
     eight 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 acquisition, 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 such acquisition of Voting Securities by the
Company, and after such share acquisition of Voting Securities 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.

                                       16
<PAGE>

ARTICLE X - MISCELLANEOUS
-------------------------

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

      The Board of Directors of the Company may amend this Plan in any respect
at any time, except that the Board of Directors may not amend this Plan for the
two (2) year period commencing on the date of a Change in Control; provided
however, that shareholder approval is required for Plan amendments that require
shareholder approval under applicable rules of the New York Stock Exchange. In
addition, the Plan Committee may authorize the following types of amendments to
the Plan without Board approval: (a) amendments required by law; (b) amendments
that relate to the administration of the Plan and that do not materially
increase the cost of the Plan; and (c) amendments that are designed to resolve
possible ambiguities, inconsistencies or omissions in the Plan and that do not
materially increase the cost of the Plan. All authorized amendments shall be
effective upon ten (10) days' written notice to the Participants. If any such
amendment affects a Participant's Deferred Benefits, such affected Participant
may, within ninety (90) days after the effective date of such amendment, elect
to terminate his or her participation in the Plan pursuant to this Section 10.1,
in which event the date of such election shall be deemed to be such
Participant's Deferred Benefit Commencement Date.

10.2  Inurement
      ---------

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

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

      This Plan is made in accordance with and shall be governed in all respects
by the laws of the state of Georgia.

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

      All payments (and issuances of shares) made pursuant to this Plan shall be
subject to the withholding of state and federal income taxes, FICA tax or other
taxes to the extent required by applicable law.  The Plan Committee shall,
before delivery of a cash payment or a stock certificate, require the
Participant to make arrangements satisfactory to the Plan Committee to satisfy
such withholding requirements.  A Participant receiving shares of Scientific-
Atlanta Common Stock may elect to satisfy such withholding requirements by
having the Plan Committee withhold shares otherwise issuable to the Participant,
with the Participant's election being made by delivering to the Plan Committee a
written election stating his or her desire to so satisfy such withholding
requirements.

                                       17
<PAGE>

10.5  Fractional Shares
      -----------------

      No fractional shares will be issued under this Plan. Except to the extent
that the provision for fractional shares is expressly set forth in this Plan,
the Plan Committee shall determine the manner for treating fractional shares.

10.6  Antidilution
      ------------

      If a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure of the Company or the shares of Scientific-
Atlanta Common Stock occurs, then the aggregate number of shares reserved under
this Plan and all other share (or share equivalent) numbers set forth in or
calculated under this Plan shall be equitably adjusted by the Plan Committee.

10.7  Delivery of Shares
      ------------------

      The obligation of the Company to issue shares under this Plan shall be
subject to all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the Plan
Committee.

10.8  Securities Act Requirements
      ---------------------------

      No certificates for shares shall be delivered pursuant to this Plan if the
delivery would, in the opinion of counsel for the Company, violate the
Securities Act of 1933, as amended (the "Securities Act") or any other Federal
or state statutes having similar requirements as may be in effect at that time.
As a condition of the issuance of any shares under this Plan, the Plan Committee
may require the recipient to furnish a written representation that he or she is
acquiring the shares for investment and not with a view to distribution to the
public.  In the event that the disposition of shares acquired pursuant to the
Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such shares
shall be restricted against transfer to the extent required by the Securities
Act and Rule 144 of the Securities Act or the regulations hereunder.

10.9  Listing and Regulatory Requirements
      -----------------------------------

      If at any time the Plan Committee shall determine, in its discretion, that
the listing, registration or qualification of the shares to be delivered
pursuant to this Plan is required by any securities exchange or under any
applicable law or the rule of any regulatory body, or is necessary or desirable
as a condition of, or in connection with, the issuance of shares thereunder,
such shares may not be issued unless and until such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Committee.

                                       18
<PAGE>

10.10 Section 16
      ----------

      The transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Securities
Exchange Act of 1934, as amended. To the extent any provision under the Plan or
action by the Plan Committee fails to so comply, it shall be deemed null and
void to the extent permitted by law and deemed advisable by the Plan Committee.

      To record the adoption of the Plan (as amended and restated) by the Plan
Committee on July 1, 2001, the Company has caused its authorized officers to
execute this Plan.

                                    SCIENTIFIC-ATLANTA, INC.


                                    By:    /s/ Brian C. Koenig
                                           -------------------------------
                                    Name:  Brian C. Koenig
                                    Title: Senior Vice President - Human
                                           Resources


                                    By:    /s/ William E. Eason, Jr.
                                           -------------------------------
                                    Name:  William E. Eason, Jr.
                                    Title: Senior Vice President, General
                                           Counsel and Corporate Secretary

                                       19