<PAGE>   1


                                                                     EXHIBIT 4.2

                     ARRIS GROUP, INC. EMPLOYEE SAVINGS PLAN
              (As Amended and Restated Effective January 1, 1997)




<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE I  THE PLAN...............................................................................................1
   1.1 The Plan...................................................................................................1
   1.2 Applicability of the Plan..................................................................................1
   1.3 Purpose....................................................................................................2

ARTICLE II  DEFINITIONS AND CONSTRUCTION..........................................................................3
   2.1 "Account"..................................................................................................3
   2.2 "Active Participant".......................................................................................3
   2.3 "Affiliate"................................................................................................3
   2.4 "Before-Tax Contributions" and the "Before-Tax Contributions Account"......................................3
   2.5 "Beneficiary"..............................................................................................3
   2.6 "Board of Directors".......................................................................................3
   2.7 "Break in Service".........................................................................................3
   2.8 "Code".....................................................................................................4
   2.9 "Company"..................................................................................................4
   2.10 "Compensation"............................................................................................4
   2.11 "Compensation Reduction Agreement"........................................................................4
   2.12 "Disability" or "Disabled"................................................................................5
   2.13 "Eligible Employee".......................................................................................5
   2.14 "Employee"................................................................................................5
   2.15 "Employer"................................................................................................6
   2.16 "Employer Contributions Account"..........................................................................6
   2.17 "Employer Discretionary Contributions"....................................................................6
   2.18 "Employer Matching Contributions".........................................................................6
   2.19 "ERISA"...................................................................................................6
   2.20 "Excess Deferrals"........................................................................................6
   2.21 "Five-Percent Owner"......................................................................................6
   2.22 "Fund"....................................................................................................6
   2.23 "Highly Compensated Employee".............................................................................6
   2.24 "Hour of Service".........................................................................................7
   2.25 "Non-Highly Compensated Employee".........................................................................7
   2.26 "Normal Retirement Age"...................................................................................7
   2.27 "Participant".............................................................................................7
   2.28 "Period of Severance".....................................................................................7
   2.29. "Plan"...................................................................................................7
   2.30 "Plan Administrator" or "Administrator"...................................................................7
   2.31 "Plan Year"...............................................................................................7
   2.32 "Qualified Nonelective Contributions".....................................................................7
   2.33 "Rollover Contributions" and "Rollover Contributions Account".............................................8
   2.34 "Service".................................................................................................8
   2.35 "Trust Agreement".........................................................................................8
   2.36 "Trustee".................................................................................................8
   2.37 "Trust Fund"..............................................................................................8
   2.38 "Valuation Date"..........................................................................................8

ARTICLE III ELIGIBILITY AND PARTICIPATION.........................................................................9
   3.1 Eligible Employees and Active Participation................................................................9
   3.2 Entry Date.................................................................................................9
   3.3 Adoption of Plan by Affiliated Companies...................................................................9
</TABLE>


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<TABLE>
<S>                                                                                                              <C>
ARTICLE IV CONTRIBUTIONS.........................................................................................10
   4.1 Before-Tax Contributions and Account......................................................................10
   4.2 Change or Suspension of Participant Contributions.........................................................10
   4.3 Employer Contributions and Account........................................................................10
   4.4 Rollover Contributions and Account........................................................................12
   4.5 Qualified Nonelective Contributions.......................................................................13
   4.6 Exclusive Benefit of Employees............................................................................13
   4.7 Annual Limit on Before-Tax Contributions..................................................................14
   4.8 Section 401(k) Limit on Before-Tax Contributions..........................................................15
   4.9 Section 401(m) Limit on Employer Matching Contributions...................................................17
   4.10 Limitation on Annual Additions...........................................................................18

ARTICLE V  INVESTMENTS AND ACCOUNTS..............................................................................21
   5.1 The Investment Funds......................................................................................21
   5.2 Plan Accounting and Allocation of Investment Earnings and Losses..........................................22

ARTICLE VI  VESTING IN ACCOUNTS..................................................................................23
   6.1 Nonforfeitable Interest in Participant's Account..........................................................23
   6.2 Service...................................................................................................24
   6.3 Forfeiture of Employer Contributions Account..............................................................25
   6.4 Vesting on Transfer of Joint Ventures.....................................................................25
   6.5 Vesting on Termination of Employment Due to Closure of Employer's Office in Rolling Meadows, Illinois.....25
   6.6 Vesting on Termination of Employment Due to Closure of Employer's Facility in West Valley, Utah...........25

ARTICLE VII  DISTRIBUTIONS, WITHDRAWALS, AND LOANS...............................................................27
   7.1 Distributions Upon Termination of Employment or Disability................................................27
   7.2 Distribution Upon Death...................................................................................27
   7.3 In-Service Withdrawals....................................................................................28
   7.4 Due Date for Payments.....................................................................................30
   7.5 Loans.....................................................................................................31
   7.6 Eligible Rollover Distributions...........................................................................33
   7.7 Required Beginning Date...................................................................................34
   7.8 Payment Medium............................................................................................34

ARTICLE VIII  TOP HEAVY PROVISIONS...............................................................................35
   8.1 Application of Top-Heavy Provisions.......................................................................35
   8.2 Definitions...............................................................................................36
   8.3 Minimum Contribution......................................................................................38
   8.4 Limit on Annual Additions: Combined Plan Limit............................................................38

ARTICLE IX  ADMINISTRATION AND FINANCING.........................................................................40
   9.1 Plan Sponsor and Plan Administrator.......................................................................40
   9.2 Administrative Responsibilities...........................................................................40
   9.3 Plan Assets...............................................................................................40
   9.4 Contributions.............................................................................................41
   9.6 Incapacity................................................................................................41
   9.7 Indemnity for Liability...................................................................................42
   9.8 Claims and Inquiries......................................................................................42

ARTICLE X  AMENDMENT AND TERMINATION.............................................................................44
   10.1 Amendments to Conform with Law...........................................................................44
   10.2 Other Amendments and Termination.........................................................................44
   10.3 Form of Amendment........................................................................................44
   10.4 Limitations on Amendments................................................................................44
   10.5 Merger or Consolidation or Transfer......................................................................44
</TABLE>


                                       ii
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<TABLE>
<S>                                                                                                              <C>
ARTICLE XI MISCELLANEOUS.........................................................................................45
   11.1 Gender and Number........................................................................................45
   11.2 Applicable Law...........................................................................................45
   11.3 Severability.............................................................................................45
   11.4 Headings.................................................................................................45
   11.5 No Enlargement of Employee Rights........................................................................45
   11.6 Special Rules Relating to Veterans' Reemployment Rights Under USERRA.....................................45
   11.7 Plan Supplements.........................................................................................47
   11.8 Plan Expenses............................................................................................47
   11.9 Nonassignability.........................................................................................47
   11.10 Missing Persons.........................................................................................47
   11.11 Withholding Taxes.......................................................................................48
   11.12 Statement of Account....................................................................................48
</TABLE>


                                      iii
<PAGE>   5

                     ARRIS GROUP, INC. EMPLOYEE SAVINGS PLAN
               (As Amended and Restated Effective January 1, 1997)

                                    ARTICLE I

                                    THE PLAN

         1.1      The Plan. Effective September 16, 1993, ANTEC Corporation was
spun-off from Anixter, Inc. Effective as of January 1, 1994, ANTEC Corporation
established the ANTEC Corporation Employee Savings Plan (the "Plan"), as an
amendment and restatement of the Anixter, Inc. Employee Savings Plan (the
"Anixter Plan"), and the assets and liabilities of the Anixter Plan attributable
to employees of ANTEC Corporation were spun-off to this Plan.

         Keptel, Inc. and TSX Corporation are Affiliates of ANTEC Corporation.
Effective as of October 1, 1998, ANTEC Corporation has amended and restated the
Plan to incorporate into the Plan (i) all amendments made to the Plan subsequent
to January 1, 1994; (ii) the Keptel, Inc. 401(k) Savings Plan (the "Keptel
Plan") and all amendments thereto; and (iii) the TSX Corporation 401(k) Savings
Plan (the "TSX Plan") and all amendments thereto. The assets and liabilities of
the Keptel Plan and TSX Plan are to be transferred to this Plan as soon as
practicable after such effective date.

         Effective as of January 1, 1999, ANTEC Corporation subsequently amended
the Plan to reflect the merger of the Integration Technologies L.L.C. 401(k)
Savings Plan (the "IT Plan") into this Plan, and the transfer of assets and
liabilities of the IT Plan to this Plan.

         Effective as of January 1, 1997, Arris Group, Inc. (the "Company") has
amended and restated the plan to reflect changes made by the Uruguay Round
Agreements Act, the Uniformed Services Employment and Reemployment Rights Act,
the Small Business Job Protection Act of 1996, and the Taxpayer Relief Act of
1997.

         Effective as of July 26, 2001, ANTEC Corporation subsequently has
amended the Plan to reflect the merger of Broadband Transition Corporation with
and into ANTEC Corporation. Also effective as of July 26, 2001, the name of the
Plan is changed to the Arris Group, Inc. Employee Savings Plan.

         1.2      Applicability of the Plan. The provisions of this Plan are
applicable to persons who are employed by the Company or an Affiliate on or
after October 1, 1997.

         1.3      Purpose. The purpose of the Plan is to encourage Employees to
accumulate capital on a regular and long-term basis to supplement retirement
income. The Plan and Trust are intended to qualify as a plan and trust which
meet the requirements of Code Sections 401(a), 401(k), and 501(a) and the
provisions of ERISA. The Plan is intended to be a profit sharing plan within the
meaning of Code Section 401(a).


<PAGE>   6

                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

         Definitions. Whenever used in the Plan, the following terms shall have
the respective meanings set forth below unless otherwise expressly provided.

         2.1      "Account" means a Participant's Before-Tax Contributions
Account, Employer Contributions Account and Rollover Contributions Account,
collectively or individually as the context indicates.

         2.2      "Active Participant" means an Eligible Employee who has
satisfied the conditions of Section 3.2 of the Plan.

         2.3      "Affiliate" means any corporation that is a member of the same
controlled group of corporations (within the meaning of Code Section 414(b)) as
the Company, any trade or business (whether or not incorporated) that is under
common control with the Company within the meaning of Code Section 414(c), any
organization that is a member of an affiliated service group (within the meaning
of Code Section 414(m)) of which the Company is also a member, and any other
entity required to be aggregated under Code Section 414(o).

         2.4      "Before-Tax Contributions" and the "Before-Tax Contributions
Account" mean the contributions and account described in Section 4.1 of the
Plan.

         2.5      "Beneficiary" means the person specified under Section 7.2 of
the Plan.

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

         2.7      "Break in Service" means a Period of Severance of at least
twelve (12) consecutive months. A Break in Service shall be deemed to commence
on the first day of the Period of Severance and shall be deemed to end on the
day in which the Employee again performs an Hour of Service for the Company.

         Solely for purposes of determining whether a Break in Service has
occurred, in the case of an Employee who is absent from work beyond the first
anniversary of the beginning of a Period of Severance and the absence is for
maternity or paternity leave reasons, the date the Employee incurs a Break in
Service shall be the second anniversary of the beginning of the Employee's
Period of Severance. The period between the first and second anniversary of the
beginning of the Period of Severance will not constitute Service. For purposes
of this Section, an absence from work for maternity or paternity reasons means
an absence (a) by reason of pregnancy of the individual, (b) by reason of the
birth of a child of the individual; (c) by reason of the placement of a child
with the individual in connection with the adoption of such child by such
individual; and (d) for purposes of caring for such child for a period beginning
immediately following such birth or placement.


                                       2
<PAGE>   7

         A Break in Service shall not be deemed to have occurred if, (a) the
Employee is absent from employment with the Company by reason of service in the
"uniformed services" (as that term is defined in the Uniformed Services
Employment and Reemployment Rights Act of 1994 ("USERRA")) for a period during
which the Employee's reemployment rights are guaranteed by USERRA, and the
Employee is reemployed by the Company under the terms of Section 4312 of USERRA;
or (b) the Employee is absent on an approved leave of absence granted to the
Employee on or after August 5, 1993 pursuant to the Family and Medical Leave
Act, if the Employee returns to work for an Employer at the end of such leave of
absence.

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

         2.9      "Company" means for periods prior to July 26, 2001, ANTEC
Corporation, a Delaware corporation, and for periods beginning on and after July
26, 2001, Arris Group, Inc., a Delaware corporation.

         2.10     "Compensation" means an Employee's salary and bonus paid
during a Plan Year and considered wages for federal income tax withholding,
including any elective deferrals (as defined in Code Section 401(g)(3)), any
deferrals made under any other retirement plan of the Company, any deferrals not
included in the gross income of the Employee by reason of Code Section 125, and,
effective for Plan Years beginning on or after January 1, 2001, any elective
amounts not included in the gross income of an Employee by reason of Code
Section 132(f)(4). Notwithstanding the foregoing, Compensation shall not include
reimbursements or other expense allowances (whether or not includible in gross
income, and including but not limited to car allowances), cash or non-cash
fringe benefits (including but not limited to contest prizes), moving expenses,
welfare benefits (including but not limited to imputed income on life insurance
coverage, unused and/or accrued vacation pay and severance pay), any
distribution of stock, proceeds from the exercise of any stock options, stock
appreciation rights, or any other stock or equity based annual incentive plan,
tax equalization packages or imputed income attributed to the forgiveness of
loans). In no event shall the Compensation of a Participant taken into account
under the Plan for any Plan Year exceed $160,000, or such greater amount
provided pursuant to Code Section 401(a)(17).

         2.11     "Compensation Reduction Agreement" means a written agreement
between a Participant and an Employer under which the Employer reduces the
Participant's Compensation with respect to services rendered after the execution
of the agreement and the Employer agrees to contribute the amount of the
reduction to the Plan on behalf of the Participant as a Before-Tax Contribution.

         2.12     "Disability" or "Disabled" means a medically determinable
physical or mental condition for which the Participant has been determined to be
entitled to disability benefits under the Company's long-term disability plan.


                                       3
<PAGE>   8

         2.13     "Eligible Employee" means each Employee of an Employer who is
not included in one of the following excluded categories:

         (a)      an Employee who is included in a unit of Employees covered by
                  a collective bargaining agreement that does not provide that
                  the Employee shall be eligible to participate in the Plan;

         (b)      an Employee who is a nonresident alien with respect to the
                  United States who receives no earned income (within the
                  meaning of Code Section 911(d)(2)) from the Employer or its
                  Affiliates which constitutes income from sources within the
                  United States (within the meaning of Code Section 861(a)(3));
                  or

         (c)      an Employee who is a "leased employee" as defined in Section
                  2.14.

         2.14     "Employee" shall mean any person who is employed in the United
States by an Employer, whether or not such person is a citizen of the United
States, and any person who is a citizen of the United States performing services
in operations of an Employer located in a country other than the United States.
To the extent required by Code Section 414(n), a leased employee (as defined
below) shall be treated as an Employee, but shall not be eligible to participate
in this Plan. Notwithstanding the preceding sentence, if a leased employee
subsequently becomes an Employee of the Employer, the period during which the
leased employee performed services for the Employer shall be taken into account
for purposes of determining the Employee's Service for vesting under Section 6.1
unless: (a) such leased employee was a participant in a money purchase pension
plan maintained by the leasing organization which provided a nonintegrated
employer contribution rate of at least 10% of Compensation, immediate
participation for all employees and full and immediate vesting; and (b) leased
employees do not constitute more than 20% of the employer's nonhighly
compensated workforce. A "leased employee" means any person who is not an
Employee of the Employer, but who has provided services to the Employer on a
substantially full-time basis for a period of at least one year, pursuant to an
agreement between the Employer and a leasing organization and such services have
been performed under the primary direction and control of the Employer.

         A person who is not considered to be a leased employee and who is
engaged as an independent contractor pursuant to a contract or agreement between
such person and an Employer which designates him as an independent contractor or
otherwise contemplates or implies that he will function as an independent
contractor is not considered an Employee for purposes of the Plan. Only
individuals who are paid as employees from an Employer payroll and treated by an
Employer at all times as Employees shall be deemed Employees for purposes of the
Plan, and no independent contractor shall be treated as an Employee under the
Plan during the period he renders services to an Employer as an independent
contractor. Any person retroactively or in any other way held or found to be a
"common law employee" shall not be eligible to participate in the Plan for any
period during which he was not treated as an Employee by an Employer and
considered to be an "Employee" under this definition.


                                       4
<PAGE>   9

         2.15     "Employer" means the Company and any Affiliate participating
in the Plan pursuant to Section 3.3.

         2.16     "Employer Contributions Account" means the account described
in Section 4.3 of the Plan.

         2.17     "Employer Discretionary Contributions" mean the contributions
described in Section 4.3(b) of the Plan.

         2.18     "Employer Matching Contributions" mean the contributions
described in Section 4.3(a) of the Plan.

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

         2.20     "Excess Deferrals" means the amount of a Participant's
Before-Tax Contributions plus the amount of the Participant's elective deferrals
under other cash or deferred arrangements described under Code Section 401(k),
408(k), or 403(b) that exceeds the limits described under Code Section 402(g).

         2.21     "Five-Percent Owner" means a "5-percent owner" within the
meaning of Code Section 416(i)(1)(B).

         2.22     "Fund" means any investment fund established by the Company as
an investment medium for the Trust Fund. The Company shall have the discretion
to establish and terminate such investment funds as it shall deem appropriate.

         2.23     "Highly Compensated Employee" means an Employee who:

         (a)      during the current Plan Year or preceding Plan Year was at any
                  time a Five Percent Owner of the Company; or

         (b)      during the preceding Plan Year received Compensation from the
                  Company and Affiliates in excess of $80,000 (or such greater
                  amount provided by the Secretary of the Treasury pursuant to
                  Code Section 414(q)), and, if elected by the Company, was in
                  the top paid group of employees for such Plan Year. A
                  participant is in the top paid group for such Plan Year if he
                  is in the group consisting of the top 20% of the Employees
                  when ranked on the basis of compensation (as defined in Code
                  Section 414(q)(4)) paid during such Plan Year.

         2.24     "Hour of Service" means an hour for which an Employee is paid
or entitled to payment by the Company for the performance of duties for the
Company. Such Hours of Service shall be calculated pursuant to Department of
Labor Regulations, 29 CFR ss. 2530.200b-2.


                                       5
<PAGE>   10

         2.25     "Non-Highly Compensated Employee" means an Employee who is not
a Highly Compensated Employee.

         2.26     "Normal Retirement Age" means the date that a Participant
attains age 65.

         2.27     "Participant" means an Employee who becomes a Participant
under the provisions of Sections 3.1 and 3.2. An Employee, however, who has
deposited a Rollover Contribution pursuant to Section 4.4 shall be deemed a
Participant for purposes of the Plan to the extent that the provisions of the
Plan apply to the Rollover Contribution Account of the Employee.

         2.28     "Period of Severance" means a continuous period of time during
which an Employee is not employed by the Company. Such a period shall begin on
the earlier of: (a) the day on which the Employee quits, retires, is discharged
or dies; or (b) the first anniversary of the date on which the Employee
separates from service with the Company for any reason other than the reasons
set forth in clause (a) above, such as vacation, holiday, sickness, disability,
leave of absence or layoff. A Period of Severance shall end on the date on which
an Employee again performs an Hour of Service for the Company.

         2.29     "Plan" means the Arris Group, Inc. Employee Savings Plan,
described herein and as it may be amended hereafter. Notwithstanding the
forgoing, effective for periods prior to July 26, 2001, "Plan" shall mean the
ANTEC Corporation Employee Savings Plan, described herein and as it may be
amended hereafter.

         2.30     "Plan Administrator" or "Administrator" means the committee
appointed by the Board of Directors of the Company to administer the Plan.

         2.31     "Plan Year" means the calendar year.

         2.32     "Qualified Nonelective Contributions" mean the contributions
described in Section 4.5 of the Plan.

         2.33     "Rollover Contributions" and "Rollover Contributions Account"
means the contributions and the account described in Section 4.4 of the Plan.

         2.34     "Service" means service as defined in Section 6.2 of the Plan.

         2.35     "Trust Agreement" means the agreement establishing a trust,
which forms part of the Plan, to receive, hold, invest, and dispose of the Trust
Fund.

         2.36     "Trustee" means the corporation, or person acting as trustee
under the Trust Agreement.


                                       6
<PAGE>   11

         2.37     "Trust Fund" means the assets held under the Trust Agreement
forming a part of the Plan.

         2.38     "Valuation Date" means each business day on which the New York
Stock Exchange is open.

         2.39     "Year of Service" means a 12-month period of employment
commencing with an Employee's first day of employment or reemployment, as
described in Section 6.2 of the Plan.


                                       7
<PAGE>   12

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

         3.1      Eligible Employees and Active Participation. Each Employee who
was a participant in the Plan as of July 26, 2001, shall continue as an Active
Participant in this Plan on July 26, 2001, provided such Participant remains an
Eligible Employee on that date. Each other Eligible Employee shall become a
Participant according to Section 3.2 below.

         3.2      Entry Date. An Eligible Employee may become an Active
Participant in the Plan as of the first day of any payroll period that starts on
or after the first day of the month coincident with or following the completion
of six (6) months of employment, provided that the Employee executes a
Compensation Reduction Agreement to make Before-Tax Contributions, or elects to
make Before-Tax Contributions in such other method, such as telephone access
provided by the record keeper, as prescribed by the Administrator. A Participant
shall cease to be an Active Participant when he is no longer an Eligible
Employee.

         3.3      Adoption of Plan by Affiliated Companies. The Board of
Directors of the Company shall have the right to certify to the Trustee that an
Affiliate shall participate under the terms of this Plan as an Employer. Such
Employers shall be listed in Appendix A. All subsidiaries of the Employers also
shall be Employers unless the Company shall determine otherwise. An Employer is
deemed to have designated the Company as its agent with respect to the Plan. An
Employee of an Affiliate shall not be eligible to become an Active Participant
pursuant to this Article III prior to the date the Affiliate becomes an
Employer.


                                       8
<PAGE>   13

                                   ARTICLE IV

                                  CONTRIBUTIONS

         4.1      Before-Tax Contributions and Account. Subject to Sections 4.7,
4.8, 4.9(e) and 4.10, an Active Participant may elect to reduce his Compensation
by an amount equal to 1% of his Compensation or any greater whole percentage of
his Compensation not in excess of an amount equal to 15% of his Compensation, by
filing a Compensation Reduction Agreement, or in such other method, such as
telephone access provided by the record keeper, as prescribed by the
Administrator. The Employer shall contribute to the Plan on behalf of the
Participant an amount equal to the amount of the reduction in Compensation. The
contribution shall be made as soon as administratively practicable but not later
than the 15th business day of the month following the month in which such
amounts otherwise would have been payable to the Participant in cash in the
absence of the Compensation Reduction Agreement. The contribution shall be
credited to the Participant's Before-Tax Contributions Account. Such Account
shall also reflect its allocable share of investment earnings, gains, and losses
(realized and unrealized) pursuant to Section 5.2 and Plan expenses chargeable
under Section 11.8.

         4.2      Change or Suspension of Participant Contributions. An Active
Participant may change or suspend contributions or change his Compensation
Reduction Agreement by filing with the Administrator a form prescribed by the
Administrator, or in such other method, such as telephone access provided by the
record keeper, as prescribed by the Administrator. A change or suspension of
contributions shall be effective as of the beginning of the first payroll period
administratively practicable after the date the Administrator receives such
form.

         4.3      Employer Contributions and Account. Subject to the limitations
of Sections 4.9 and 4.10, the Employer shall contribute the following on behalf
of each Active Participant:

         (a)      Employer Matching Contributions.

                  (i)      For each payroll period occurring in any Plan Year
                           ending on or before December 31, 1999, the Employer
                           shall contribute the following amount on behalf of
                           each Active Participant:

                           (A)      For each Active Participant who is an
                                    Employee of the Company, an amount equal to
                                    25% of the Before-Tax Contributions made on
                                    behalf of the Participant each payroll
                                    period, up to 6% of any such Participant's
                                    Compensation for such payroll period; that
                                    is, the maximum Employer Matching
                                    Contribution that may be made on behalf of
                                    any Participant is 1.5% of such
                                    Participant's Compensation.


                                       9
<PAGE>   14

                           (B)      For each Active Participant who is an
                                    Employee of Keptel, Inc., an amount equal
                                    to: (I) 75% of the Before-Tax Contributions
                                    made on behalf of the Participant each
                                    payroll period; and (II) 50% of the
                                    Before-Tax Contributions made on behalf of
                                    the Participant each payroll period in
                                    excess of 4% of any such Participant's
                                    Compensation for such payroll period, up to
                                    8% of such Participant's Compensation for
                                    such payroll period; that is the maximum
                                    Employer Matching Compensation that may be
                                    made on behalf of any Participant is 5% of
                                    such Participant's Compensation. The
                                    Employer may make an additional Employer
                                    Matching Contribution in an amount specified
                                    by its board of directors in its sole
                                    discretion.

                           (C)      For each Active Participant who is an
                                    Employee of TSX Corporation, an amount equal
                                    to 50% of the Before-Tax Contributions made
                                    on behalf of the Participant each payroll
                                    period; that is, the maximum Employer
                                    Matching Contribution that may be made on
                                    behalf of any Participant is 3% of such
                                    Participant's Compensation.

                  (ii)     For each payroll period occurring in any Plan Year
                           beginning on or after January 1, 2000, the Employer
                           shall contribute the following amount on behalf of
                           each Active Participant:

                           (A)      For each Active Participant who is an
                                    Employee of the Company and who has made an
                                    irrevocable election in accordance with
                                    Subsection 2.04(a) of the ANTEC Corporation
                                    Pension Plan to continue to accrue benefits
                                    thereunder on and after January 1, 2000, the
                                    amount described in Subsection 4.3(A)(i)(A)
                                    above.

                           (B)      For each Active Participant who is an
                                    Employee of the Company and who has made an
                                    irrevocable election in accordance with
                                    Subsection 2.04(b) of the ANTEC Corporation
                                    Pension Plan to discontinue future benefit
                                    accruals thereunder after December 31, 1999,
                                    an amount equal to: (I) 100% of the first 1%
                                    of the Before-Tax Contributions made on
                                    behalf of the Participant for such payroll
                                    period; (II) 75% of the Before-Tax
                                    Contributions made on behalf of the
                                    Participant for such payroll period that are
                                    in excess of 1% but less than 6% of the
                                    Participant's Before-Tax Contributions; and
                                    (III) 50% of the Before-Tax Contributions
                                    made on behalf of the Participant for such
                                    payroll period that are in excess of 5% but
                                    less than 8% of such Participant's
                                    Before-Tax Contributions.


                                       10
<PAGE>   15

                           (C)      For each other Active Participant not
                                    described in Subsection 4.3(a)(ii)(A) or (B)
                                    above, an amount equal to that described in
                                    4.3(a)(ii)(B) above.

         (b)      Employer Discretionary Contributions.

                  (i)      For each Eligible Employee who is an Employee of
                           Keptel, Inc., the Employer may contribute to the Plan
                           in any Plan Year an amount determined in the sole
                           discretion of its board of directors. An Employer
                           Discretionary Contribution for any Plan Year shall be
                           allocated among all Eligible Employees who have
                           satisfied the Service requirements of Section 3.1 and
                           who are employed by Keptel, Inc. on the last day of
                           the Plan Year for which the contribution is made, pro
                           rata, according to the ratio that each Participant's
                           Compensation for the Plan Year bears to the
                           Compensation of all Participants.

                  (ii)     For each Eligible Employee who is an Employee of TSX
                           Corporation, the Employer may contribute to the Plan
                           in any Plan Year an amount determined in the sole
                           discretion of its board of directors. An Employer
                           Discretionary Contribution for any Plan Year shall be
                           allocated among all such Eligible Employees who have
                           satisfied the Service requirements of Section 3.1 and
                           who are employed by TSX Corporation on the last day
                           of the Plan Year for which the contribution is made,
                           pro rata, according to the ratio that each
                           Participant's Compensation for the Plan Year bears to
                           the Compensation of all Participants.

                  Contributions made pursuant to this Section 4.3 shall be
                  credited to each Participant's Employer Contributions Account.
                  Such Account shall also reflect its allocable share of
                  investment earnings, gains, and losses (realized and
                  unrealized) pursuant to Section 5.2 and Plan expenses
                  chargeable under Section 11.8.

         4.4      Rollover Contributions and Account. An Eligible Employee who
has received an Eligible Rollover Distribution (as defined in Section 7.6) may
elect to deposit all or any portion (as designated by such Eligible Employee in
writing to the Administrator) of the amount of such distribution as a "rollover
contribution" to this Plan. A rollover contribution may be made only within
sixty (60) days following the date the Employee receives the distribution from
the plan of his former employer (or within such additional period as may be
provided under Code Section 408 if the Employee shall have made a timely deposit
of the distribution in an individual retirement account). The Administrator
shall establish rules and procedures to implement this Section 4.4, including,
without limitation, such procedures as may be appropriate to permit the
Administrator to verify the tax qualified status of the plan of the former
employer and compliance with any applicable provisions of the Code relating to
such contributions and transfers. The amount contributed or transferred to the
Trustee pursuant to this Section shall be


                                       11
<PAGE>   16

placed in the Employee's Transfer Account for the benefit of the Employee. The
Employee shall have a fully vested interest in the Adjusted Balance of his
Transfer Account at all times and such account shall reflect its allocable share
of the investment earnings, gains and losses (realized and unrealized) pursuant
to Section 5.2 of the Plan, and Plan expenses chargeable under Section 11.8, and
may be distributed at the same times and in the manner set forth in Article VII
below. Notwithstanding the preceding provisions of this Section, the Trustee
will not accept a transfer of an Employee's interest in a retirement plan of a
former employer if it is determined that such acceptance would render this Plan
a direct or indirect transferee of a defined benefit plan, money purchase
pension plan (including a target benefit plan), stock bonus, or profit sharing
plan that provides for a life annuity form of payment to the Employee.

         4.5      Qualified Nonelective Contributions. The Employer may
contribute to the Plan with respect to any Plan Year a Qualified Nonelective
Contribution on behalf of Participants who are Non-Highly Compensated Employees
in an amount sufficient to satisfy one of the tests set forth in Section 4.9(a).
Such Qualified Nonelective Contribution shall be allocated and credited to the
Before-Tax Contribution Account of each Non-Highly Compensated Employee as of
the Plan Year for which such contribution is made in the same proportion that
each Non-Highly Compensated Employee's Compensation for the Plan Year bears to
the total Compensation of all Participants who are Non-Highly Compensated
Employees. Upon allocation to the Before-Tax Contribution Accounts of such
Participants, the Qualified Nonelective Contribution shall be considered to be
Before-Tax Contributions for all purposes of the Plan other than for purposes of
Section 7.3 and for purposes of determining the amount of Employer Matching
Contributions made on such Participants' behalf pursuant to Section 4.3, and
shall be subject to all of the provisions of the Plan regarding Before-Tax
Contributions. The Employer shall pay to the Trustee its Qualified Nonelective
Contributions with respect to a particular Plan Year within ninety (90) days
after the end of such Plan Year.

         4.6      Exclusive Benefit of Employees. All contributions made
pursuant to the Plan shall be held by the Trustee in accordance with the terms
of the Trust Agreement for the exclusive benefit of those Employees who are
Participants under the Plan, including former Employees, and their
Beneficiaries, and shall be applied to provide benefits under the Plan and to
pay expenses of administration of the Plan and the Trust, to the extent that
such expenses are not otherwise paid. At no time prior to the satisfaction of
all liabilities with respect to such Employees and their Beneficiaries shall any
part of the Trust Fund (other than such part as may be required to pay
administration expenses and taxes) be used for, or diverted to, purposes other
than for the exclusive benefit of such Employees and their Beneficiaries.
However, without regard to the provisions of this Section 4.6:

         (a)      If a contribution under the Plan is conditioned on
                  qualification of the Plan under Code Section 401 (a), and the
                  Plan receives an adverse determination with respect to its
                  qualification, the Trustee shall return to the Company, upon
                  written request of the Company, the amount of such
                  contribution (increased by earnings attributable thereto and
                  reduced by losses attributable thereto) within one calendar
                  year after the date that qualification of the Plan is denied,
                  provided that the


                                       12
<PAGE>   17

                  application for the determination is made by the time
                  prescribed by law for filing the Company's return for the
                  taxable year in which the Plan is adopted, or such later date
                  as the Secretary of the Treasury may prescribe;

         (b)      If a contribution is conditioned upon the deductibility of the
                  contribution under Code Section 404, then to the extent the
                  deduction is disallowed, the Trustee shall return the
                  contribution (to the extent disallowed) to the Company, upon
                  written request of the Company, within one year after the date
                  the deduction is disallowed;

         (c)      If a contribution or any portion thereof is made by the
                  Company by a mistake of fact, the Trustee shall return the
                  contribution or such portion to the Company, upon written
                  request to Company, within one year after the date of payment
                  to the Trustee; and

         (d)      Earnings attributable to amounts to be returned to the Company
                  pursuant to subsection (b) or (c) above shall not be returned,
                  and losses attributable to amounts to be returned pursuant to
                  subsection (b) or (c) shall reduce the amount to be so
                  returned.

         4.7      Annual Limit on Before-Tax Contributions. Notwithstanding
Section 4.1, the Before-Tax Contributions with respect to a Participant shall
not exceed $9,500 (or such other amount specified by the Internal Revenue
Service pursuant to Code Section 402(g)(5)) in any taxable year of the
Participant. Amounts in excess of this limitation (adjusted for gains and losses
as provided by regulations) shall be paid to the Participant not later than
April 15th (or the next business day, if the applicable April 15th falls on a
Saturday, Sunday, or holiday) of the taxable year which follows the taxable year
in which the excess amount arises. Employer Contributions with respect to
amounts which are repaid to a Participant shall be forfeited and treated in the
manner prescribed under Section 6.3(d). Repaid Before-Tax Contributions with
respect to Highly-Compensated Employees shall continue to be treated as
Before-Tax Contributions for the purpose of Section 4.8. If the limitation in
this Section 4.7 would be exceeded by the contribution of Excess Deferrals, the
Administrator may distribute the amount of such excess (adjusted for gains and
losses as provided by regulations) to the Participant no later than the April
15th (or the next business day following such April 15th, if the April 15th
falls on a Saturday, Sunday, or holiday) following the calendar year in which
the excess amount arises if the Participant provides the Administrator with a
written claim requesting a refund of the excess. Employer Contributions with
respect to amounts which are repaid to a Participant shall be forfeited and
treated in the manner prescribed under Section 6.3(d). The Administrator may
require additional proof regarding the existence of Excess Deferrals. Repaid
Before-Tax Contributions shall continue to be treated as Before-Tax
Contributions for the purpose of Section 4.8.


                                       13
<PAGE>   18

         4.8      Section 401(k) Limit on Before-Tax Contributions.

         (a)      In General. Notwithstanding Section 4.1, Before-Tax
                  Contributions for any Plan Year shall be limited to the extent
                  necessary so that the Actual Deferral Percentage (as defined
                  in subsection (b)) for the group of Highly Compensated
                  Employees who are Eligible Employees is not more than the
                  greater of:

                  (i)      the product of 1.25 and the Actual Deferral
                           Percentage for the Non-Highly Compensated Employees
                           who are Eligible Employees; or

                  (ii)     the lesser of:

                           (A)      the product of two and the Actual Deferral
                                    Percentage for the Non-Highly Compensated
                                    Employees who are Eligible Employees, or

                           (B)      the Actual Deferral Percentage for the
                                    Non-Highly Compensated Employees who are
                                    Eligible Employees plus two percentage
                                    points.

                  If the limitation of this subsection is exceeded or is
                  expected to be exceeded, the excess (or anticipated excess)
                  may be eliminated pursuant to subsection (c) or (d).

                  If this Plan is combined with another plan for the purposes of
                  Code Section 401(a)(4) or 410(b), which contains a cash or
                  deferred arrangement within the meaning of Code Section
                  401(k), the elective contributions under both plans shall be
                  combined for the purposes of this subsection. If a Highly
                  Compensated Employee is a participant in two or more plans of
                  the Company and Affiliates containing a cash or deferred
                  arrangement within the meaning of Code Section 401(k), for
                  purposes of determining the deferral ratio with respect to
                  such Employee, all such cash or deferred arrangements shall be
                  treated as one cash or deferred arrangement.

         (b)      Actual Deferral Percentage. The Actual Deferral Percentage for
                  a specified group of Eligible Employees for a Plan Year shall
                  be the average of the ratios (calculated separately for each
                  Employee in such group) of:

                  (i)      the amount of the Before-Tax Contributions and
                           Qualified Nonelective Contributions (as described in
                           Section 4.5) actually paid over to the Trust on
                           behalf of each such Employee for such Plan Year, to

                  (ii)     the Eligible Employee's Compensation for such Plan
                           Year.

                  For purposes of this Section 4.8, the Actual Deferral
                  Percentage for Highly Compensated Employees shall be
                  determined for the current Plan Year. The


                                       14
<PAGE>   19

                  Actual Deferral Percentage for the Non-Highly Compensated
                  Employees shall be determined for the Plan Year preceding the
                  current Plan Year, based on Eligible Employees who were
                  Non-Highly Compensated Employees in such preceding Plan Year
                  regardless of whether such Eligible Employees become Highly
                  Compensated Employees in the current Plan Year or are no
                  longer Eligible Employees in the current Plan Year.

         (c)      Reductions During Plan Year. If the Administrator determines
                  prior to the end of a Plan Year that the limitation of
                  subsection (a) or Section 4.9(e) might not be satisfied, the
                  Administrator may reduce the future Before-Tax Contributions
                  of the Highly Compensated Employees (and the amount of the
                  Compensation reductions) according to the procedure set forth
                  in subsection (d) to the extent necessary to satisfy the
                  limitation.

         (d)      Reductions After End of Plan Year. If the Administrator
                  determines after the end of a Plan Year that the limitation of
                  subsection (a) has not been satisfied, the Administrator shall
                  make reductions in the Before-Tax Contributions of the Highly
                  Compensated Employees pursuant to the following procedure:

                  (i)      The Actual Deferral Percentage of the Highly
                           Compensated Employee with the highest Actual Deferral
                           Percentage for the Plan Year shall be reduced to the
                           extent necessary to cause such Highly Compensated
                           Employee's Actual Deferral Percentage to equal the
                           Actual Deferral Percentage of the Highly Compensated
                           Employee with the next highest Actual Deferral
                           Percentage. This process shall be repeated until the
                           Plan satisfies the limitation of subsection (a) for
                           such Plan Year.

                  (ii)     The dollar amount of each reduction made pursuant to
                           (i) next above shall be determined for each Highly
                           Compensated Employee and all such dollar amounts for
                           such Plan Year shall be aggregated.

                  (iii)    The Before-Tax Contributions of the Highly
                           Compensated Employee with the highest dollar amount
                           of Before-Tax Contributions for the Plan Year shall
                           be reduced by the amount necessary to cause such
                           Highly Compensated Employee's Before-Tax
                           Contributions to equal the amount of Before-Tax
                           Contributions of the Highly Compensated Employee with
                           the next highest amount of Before-Tax Contributions
                           for such Plan Year. This process shall be repeated
                           until the total amount of Before-Tax Contributions so
                           reduced equals the aggregate dollar amount determined
                           in (ii) next above.

                  Reductions (adjusted for gains and losses) shall be paid to
                  Participants not later than 12 months following the close of
                  the Plan Year with respect to which the limitation of
                  subsection (a) is exceeded. The amount to be paid shall be
                  reduced


                                       15
<PAGE>   20

                  by any amounts distributed to the Participant for the Plan
                  Year under Section 4.7. Employer Contributions with respect to
                  amounts which are repaid to a Participant shall be forfeited
                  from the Participant's Account and treated in the manner
                  prescribed under Section 6.3(d).

         4.9      Section 401(m) Limit on Employer Matching Contributions.

         (a)      In General. Notwithstanding Section 4.3, Employer Matching
                  Contributions for any Plan Year shall be limited to the extent
                  necessary so that the Contribution Percentage (as defined in
                  subsection (b)) for the group of Highly Compensated Employees
                  who are Eligible Employees is not more than the greater of:

                  (i)      the product of 1.25 and the Contribution Percentage
                           for the Non-Highly Compensated Employees who are
                           Eligible Employees, or

                  (ii)     the lesser of.

                           (A)      the product of two and the Contribution
                                    Percentage for the Non-Highly Compensated
                                    Employees who are Eligible Employees, or

                           (B)      the Contribution Percentage for the
                                    Non-Highly Compensated Employees who are
                                    Eligible Employees plus two percentage
                                    points.

                  If this Plan is combined with another plan for the purposes of
                  Code Section 410(b) or 401(a)(4), both plans shall be combined
                  for the purposes of this subsection. If the limitation of this
                  subsection is exceeded or is expected to be exceeded, the
                  excess (or the anticipated excess) may be eliminated pursuant
                  to subsection (c) or (d).

         (b)      Contribution Percentage. The Contribution Percentage for a
                  specified group of Employees for a Plan Year shall be the
                  average of the ratios (calculated separately for each Eligible
                  Employee in such group) of:

                  (i)      the Employer Matching Contributions paid on behalf of
                           each such Employee for such Plan Year, to

                  (ii)     the Employee's Compensation for such Plan Year.

                  For purposes of this Section 4.9, the Contribution Percentage
                  for Highly Compensated Employees shall be determined for the
                  current Plan Year. The Contribution Percentage for Eligible
                  Employees who are Non-Highly Compensated Employees shall be
                  determined for the Plan Year preceding the cur-rent Plan Year,
                  based on Eligible Employees who were Non-Highly Compensated


                                       16
<PAGE>   21

                  Employees in such preceding Plan Year regardless of whether
                  such Eligible Employees become Highly Compensated Employees in
                  the current Plan Year or are no longer Eligible Employees in
                  the current Plan Year.

                  To the extent permitted by Treasury regulations the
                  Administrator may elect to take into account Before-Tax
                  Contributions and Qualified Nonelective Contributions in
                  calculating the Contribution Percentage. If a Highly
                  Compensated Employee is a participant in two or more plans of
                  the Company or an Affiliate which allocates "matching
                  contributions" or accepts "employee contributions" (as defined
                  under Treasury regulations), for purposes of determining the
                  contribution percentage with respect to such Employee, all
                  plans shall be treated as one plan.

         (c)      Reduction of Contributions During Plan Year. Subject to
                  Treasury regulations, if the Administrator determines prior to
                  the end of a Plan Year that the limitation of subsection (a)
                  or (e) might not be satisfied, the Administrator may reduce
                  the Employer Contributions of the Highly Compensated Employees
                  in accordance with rules similar to those described in Section
                  4.8.

         (d)      Reduction of Contributions After End of Plan Year. If the
                  Administrator determines after the end of a Plan Year that the
                  limitation of subsection (a) or (e) has not been satisfied, it
                  shall make reductions in the contributions with respect to the
                  Highly Compensated Employees pursuant to rules similar to
                  those described in Section 4.8(d), subject to the provisions
                  of Treasury regulations. Highly Compensated Employees affected
                  shall forfeit all or a portion of such Employer Contributions,
                  to the extent provided in Section 1.401(m)-l of the Treasury
                  Regulations.

         (e)      Restriction of "Multiple Use" of the Alternative Limitation.
                  To the extent required by regulations issued under Code
                  Section 401(m)(9), the limits of this Section or Section 4.8
                  shall be applied in a manner that reflects any restrictions on
                  the multiple use of the alternative limitation contained in
                  paragraph of Section 4.8(a) and this subsection (a). Any such
                  restriction on the multiple use of the alternative limitation
                  shall be implemented pursuant to uniform rules to be adopted
                  by the Administrator.

         4.10.    Limitation on Annual Additions.

         (a)      General Limitation. Notwithstanding Sections 4.1 and 4.3, the
                  Annual Addition (as defined in subsection (c) below) for a
                  Participant shall not exceed the lesser of:

                  (i)      $30,000 adjusted for increases in the cost of living
                           specified by the Department of the Treasury,
                           effective January 1st of each calendar year


                                       17
<PAGE>   22

                           and applicable with respect to the Limitation Year
                           ending with or within such calendar year; or

                  (ii)     25% of the Participant's Compensation (as defined in
                           subsection (d)).

         (b)      Coverage Under a Defined Benefit Plan.

                  (i)      If a Participant is, or was, covered under a
                           qualified defined benefit plan maintained by any
                           Employer or Affiliate (as defined in subsection (d)),
                           the sum of the Participant's Defined Benefit Fraction
                           and Defined Contribution Fraction may not exceed 1.0
                           in any Limitation Year (as defined in subsection
                           (d)).

                  (ii)     The "Defined Benefit Fraction" is a fraction, the
                           numerator of which is the sum of the Participant's
                           Projected Annual Benefits under all qualified defined
                           benefit plans (whether or not terminated) maintained
                           by any Employer or Affiliate, and the denominator of
                           which is the lesser of:

                           (A)      1.25 times the dollar limitation of Code
                                    Section 415(b)(1)(A) in effect for the
                                    Limitation Year, or

                           (B)      1.4 times the Participant's average
                                    Compensation for the three consecutive Plan
                                    Years that produces the highest average.

                           "Projected Annual Benefit" means the annual benefit
                           to which the Participant would be entitled under the
                           terms of the defined benefit plan if the Participant
                           continued employment until Normal Retirement Age (or
                           current age, if later) and the Participant's
                           Compensation for the Limitation Year and all other
                           relevant factors used to determine such benefit
                           remained constant until Normal Retirement Age (or
                           current age, if later).

                  (iii)    The "Defined Contribution Fraction" is a fraction,
                           the numerator of which is the sum of the Annual
                           Additions to the Participant's Account under all
                           qualified defined contribution plans (whether or not
                           terminated) maintained by any Employer or Affiliate
                           for the current and all prior Limitation Years, and
                           the denominator of which is the sum of the lesser of
                           the following amounts determined for such year and
                           for each prior year of service with any Employer or
                           Affiliate:

                           (A)      1.25 times the dollar limitation in effect
                                    under Code Section 415(c)(1)(A) for such
                                    year, or

                           (B)      1.4 times the amount which may be taken into
                                    account under Code Section 415(c)(1)(B).


                                       18
<PAGE>   23

                           In calculating the Defined Contribution Fraction, the
                           Administrator may, at its discretion, make the
                           election described in Code Section 415(e)(6).

                  (iv)     Notwithstanding the foregoing, effective for Plan
                           Years beginning on or after January 1, 2000, the
                           provisions of Section 4.10(b) above shall be given no
                           effect.

         (c)      "Annual Addition" means the sum of the following amounts with
                  respect to each Participant: Employer Matching, Discretionary
                  and Qualified Nonelective Contributions, Before-Tax
                  Contributions, forfeitures, excess amounts treated as Employer
                  Contributions pursuant to subsection (e), and the
                  Participant's after-tax contributions under other qualified
                  defined contribution plans maintained by any Employer or
                  Affiliate. Amounts allocated to a post-retirement medical
                  account described in Code Section 415(l)(2) or 419A(d)(2)
                  shall be treated as an annual addition when applying the
                  dollar limitation of subsection (a)(1). Contributions do not
                  fail to be Annual Additions because they are excess deferrals
                  within the meaning of Code Section 402(g), excess
                  contributions within the meaning of Code Section 401(k), or
                  excess aggregate contributions within the meaning of Code
                  Section 401(m) which are distributed. Rollover contributions,
                  restored forfeitures pursuant to Section 6.3(b), and loan
                  payments shall not be considered in the calculation of an
                  Annual Addition.

         (d)      Additional Definitions. For the purpose of this Section, the
                  following terms shall have the meanings set forth below:

                  (i)      "Affiliate" shall have the meaning prescribed in
                           Section 2.3 above, except that the phrase "more than
                           50 percent" shall be substituted for the phrase "at
                           least 80 percent" each place it appears in Code
                           Section 1563(a)(1).

                  (ii)     "Limitation Year" means the Plan Year.

                  (iii)    "Compensation" as used in this Section means amounts
                           actually paid during a Limitation Year which are the
                           Participant's wages, salary, fees for personal
                           services actually rendered in the course of
                           employment with the Employer or an Affiliate,
                           including amounts described in Treasury
                           regulation ss.1.415-2(d)(1). For Plan Years beginning
                           on or after January 1, 1998, "Compensation" shall
                           include amounts which are reduced pursuant to a
                           Compensation Reduction Agreement and other amounts
                           described in regulation ss.1.415-2(d)(3). For Plan
                           Years beginning on or after January 1, 2001,
                           "Compensation" shall include amounts which are not
                           includible in an Employee's gross income by reason of
                           Code Section 132(f)(4). The Administrator may elect
                           an alternative definition of


                                       19
<PAGE>   24

                           Compensation for purposes of this Section, as
                           permitted under regulations governing Code Section
                           415.

         (e)      Excess Amounts. If for any Limitation Year, it is necessary to
                  limit the allocation of an amount to a Participant's Account
                  to comply with subsection (a), the Plan shall pay to the
                  Participant, to the extent necessary and as soon as
                  administratively feasible, the Before-Tax Contributions, if
                  any made on behalf of the Participant and any earnings
                  thereon. The Employer Matching Contributions with respect to
                  such Before-Tax Contributions shall be placed in a suspense
                  account and treated as a Forfeiture to be used in the manner
                  prescribed in Section 6.3(d) in the next Limitation Year.

                  Effective for Plan Years ending on or before December 31,
                  1999, if the limitations of subsection (b) are exceeded, the
                  accrued benefit of the Participant under the defined benefit
                  plan shall be reduced to the extent necessary to satisfy the
                  requirements of subsection (b).


                                       20
<PAGE>   25

                                    ARTICLE V

                            INVESTMENTS AND ACCOUNTS

         5.1      The Investment Funds. The Company from time to time shall
direct the Trustee to maintain certain investment funds under the Trust Fund.
Such investment funds as the Trustee, at the direction of the Company, shall
maintain from time to time shall be referred to individually as an "Investment
Fund" and collectively as the "Investment Funds." The Company may direct the
Trustee to establish new Investment Funds, including and Investment Fund
consisting of common stock of the Company, or to eliminate an Investment Fund
from time to time, in the Company's sole discretion. An investment election form
must be filed by each Participant at the time he becomes a Participant. In
accordance with rules established by the Administrator, a Participant may elect
by writing filed with the Administrator, or in such other method, such as
telephone access provided by the record keeper, as prescribed by the
Administrator, to have his Account balance invested in one or more of the
Investment Funds in even multiples of 5%. If a Participant does not make the
election described above within such reasonable period as may be determined by
the Administrator, the Participant shall be deemed to have elected that his
entire Account balances be invested in the Fund that is determined by the
Administrator to be the most consistent with the preservation of capital.
Amounts credited to a Participant's Account after his investment election shall
be invested in accordance with that election, subject to any subsequent
elections the Participant makes under (a) and (b) below.

         (a)      Change in Investment Elections. A Participant may elect to
                  change his investment election by writing filed with the
                  Administrator, or in such other method, such as telephone
                  access provided by the record keeper, as prescribed by the
                  Administrator, preceding the Valuation Date for which such
                  transfer is to be effective. Such change shall apply only with
                  respect to contributions made by or on behalf of the
                  Participant that are received by the Trustee after the
                  Participant's election.

         (b)      Elections to Transfer Balances Between Investment Funds. A
                  Participant may elect at any time to transfer 5%, or an even
                  multiple of 5%, of the balance in his Accounts in an
                  Investment Fund from that Fund to another of the Investment
                  Funds. Any such direction given to the Administrator shall be
                  made in writing, or in such other method, such as telephone
                  access provided by the record keeper, as prescribed by the
                  Administrator, preceding the date for, which such transfer is
                  to be effective. Any direction given to the record keeper
                  shall be pursuant to rules it establishes, and shall be given
                  no later than the close of business on the date preceding the
                  date for which such direction is to be effective. The
                  foregoing provisions of this subsection are contingent upon
                  the availability, of transfers between Investment Funds under
                  the terms of the investments made by each Investment Fund.


                                       21
<PAGE>   26

         5.2      Plan Accounting and Allocation of Investment Earnings and
Losses. Accounts and Funds shall be valued as of each Valuation Date and
accounting shall be performed on the basis of generally accepted accounting
principles. The "adjusted net worth" of an Investment Fund as of any Valuation
Date means the then net worth of that Investment Fund as determined by the
Trustee in accordance with the provisions of the Trust Agreement. Earnings,
gains, and losses (realized or unrealized) for each Fund shall be allocated to
the portion ("subaccount") of a Participant's Account maintained with respect to
that Fund, in the same ratio that the value of his subaccount bears to the sum
of the values of all Participants' subaccounts maintained with respect to that
Fund.


                                       22
<PAGE>   27

                                   ARTICLE VI

                               VESTING IN ACCOUNTS

         6.1      Nonforfeitable Interest in Participant's Account.

         (a)      A Participant shall have a nonforfeitable interest at all
                  times in the total value of his Before-Tax Contributions
                  Account and his Rollover Contributions Account.

         (b)      A Participant who is an Employee of the Company shall have a
                  nonforfeitable interest in his Employer Contributions Account
                  if such Participant:

                  (i)      is an Employee at any time on or after attaining the
                           Normal Retirement Age;

                  (ii)     dies while an Employee;

                  (iii)    suffers a Disability while an Employee;

                  (iv)     is an Employee when all contributions are completely
                           discontinued; or

                  (v)      is affected by a complete or partial termination of
                           the Plan (within the meaning of Section 1.411(d)-2 of
                           the Treasury regulations).

         (c)      In all other cases, each Participant who earns an Hour of
                  Service on or after January 1, 2000 shall have a
                  nonforfeitable interest in his Employer Contributions Account
                  according to the following schedule:

<TABLE>
<CAPTION>
                                Years of Service       Nonforfeitable Percentage
                                ----------------       -------------------------
                                <S>                    <C>
                                  Less than 1                     0%
                                       1                          20%
                                       2                          40%
                                       3                          60%
                                       4                          80%
                                       5                         100%
</TABLE>

                  Notwithstanding the foregoing, an Employee who was a
                  Participant and who did not complete an Hour of Service on or
                  after January 1, 2001, automatically shall have the
                  nonforfeitable percentage of his Employer Contributions
                  Account determined according to whichever of the following
                  vesting schedules produces the greater vesting: (i) the
                  schedule provided above; or (ii) the provisions of the Plan in
                  effect prior to July 26, 2001.


                                       23
<PAGE>   28

         6.2      Service.

         (a)      Service shall mean an aggregated period of time commencing
                  with an Employee's first day of employment or reemployment and
                  ending on the first day of a Period of Severance. Effective as
                  of October 1, 1998, an Employee shall be credited with a Year
                  of Service upon completion of each 12 month period of
                  employment with the Company or an Affiliate. An Employee shall
                  also receive credit for any Period of Severance of less than
                  12 consecutive months. Fractional periods of less than a
                  year-shall be expressed in terms of days. If an Employee
                  suffers a Break in Service and he is thereafter reemployed by
                  the Company, his Service before such break shall be added to
                  his Service after reemployment for purposes of determining his
                  vested percentage in his Employer Contributions Account
                  attributable to contributions made following his reemployment.
                  Notwithstanding the preceding provisions of this Section,
                  Service after a period of five consecutive Breaks in Service
                  shall be disregarded for purposes of determining a
                  Participant's nonforfeitable interest in his Employer
                  Contributions Account attributable to contributions made prior
                  to such period of five consecutive Breaks in Service.

         (b)      Notwithstanding the foregoing provisions of this Section 6.2,
                  the amount of Service earned by each Employee who was a
                  Participant in the Plan at any time prior to January 1, 1998
                  (or June 1, 1998 in the case of an Employee of Keptel, Inc. or
                  TSX Corporation, or January 1, 1999 in the case of an Employee
                  of Integration Technologies L.L.C.) shall not be less than the
                  amount of Service as calculated in accordance with the terms
                  of the Plan as in effect immediately prior to such date.

         (c)      Notwithstanding the foregoing provisions of this Section 6.2,
                  the amount of Service earned by each Employee who is a Former
                  Arris Employee (as that term is defined in Supplement E) shall
                  include the greater of (i) the Hours of Service earned by the
                  Former Arris Employee while employed by Arris or (ii) the
                  amount of Service credited to the Former Arris Employee as
                  calculated in accordance with the terms of the Nortel Plan as
                  in effect immediately prior to such date.

         6.3      Forfeiture of Employer Contributions Account.

         (a)      Upon a Distribution. A Participant shall forfeit the portion
                  of his Employer Contributions Account that is not
                  nonforfeitable pursuant to Section 6.1 if the Participant
                  terminates employment with the Employer and all Affiliates.

         (b)      Restoration of Forfeitable Amount. The amount of the
                  forfeiture described in (a) above shall be restored if (i) the
                  Participant is reemployed by an Employer or an Affiliate and
                  performs an Hour of Service before incurring five consecutive
                  Breaks in Service; and (ii) the Participant repays the amount
                  of the distribution he


                                       24
<PAGE>   29

                  received under this Article before the later of (A) his
                  completion of five consecutive Breaks in Service or (B) the
                  end of the five year period beginning on the later of the date
                  on which he is notified in writing by the Committee of his
                  repayment rights or his date of reemployment. The source for
                  restoring forfeitures shall be current forfeitures earnings of
                  the Trust Fund, and, if necessary, an additional Employer
                  contribution.

         (c)      Permanent Forfeiture. If a Participant incurs five consecutive
                  Breaks in Service, he shall permanently forfeit the portion of
                  his Employer Contributions Account that had not become
                  nonforfeitable pursuant to Section 6.1.

         (d)      Treatment of Forfeitures. Forfeitures shall be treated as
                  though they are Employer Contributions in the following Plan
                  Year under Section 4.3 and shall reduce the amount of the
                  Employer Matching Contributions that otherwise would be
                  required for such Plan Year.

         6.4      Vesting on Transfer of Joint Ventures. Each Employee who is
transferred from employment with an Employer to employment with Systems
Integration Venture, L.L.C. or Products Venture, L.L.C., shall become fully
vested in his Employer Contributions Account under the Plan on the date of
transfer.

         6.5      Vesting on Termination of Employment Due to Closure of
Employer's Office in Rolling Meadows, Illinois. Each Participant whose
employment with the Company or any Affiliate is terminated by the Company or
such Affiliate due to the closure of the Company's facility in Rollin Meadows,
Illinois, shall become fully vested in his Employer Contributions Account under
the Plan on the date of termination.

         6.6      Vesting on Termination of Employment Due to Closure of
Employer's Facility in West Valley, Utah. Each Participant whose employment with
the Company or any Affiliate is terminated by the Company or such Affiliate due
to the closure of the Company's facility in West Valley, Utah, shall become
fully vested in his Employer Contributions Account under the Plan on the date of
termination.


                                       25
<PAGE>   30

                                   ARTICLE VII

                      DISTRIBUTIONS, WITHDRAWALS, AND LOANS

         7.1      Distributions Upon Termination of Employment or Disability. A
Participant who incurs a Break in Service prior to death or a Disability shall
receive a lump sum distribution of the entire value of the nonforfeitable
portion of his Account (as determined in Article VI):

         (a)      as soon as practicable following the termination of employment
                  or Disability, if the value of the nonforfeitable portion of
                  the Participant's Account as of the Valuation Date which
                  immediately follows the termination of employment is $5,000 or
                  less ($3,500 or less for Plan Years ending on or before
                  December 31, 1997), or

         (b)      in any other case, in the month the Participant attains age
                  65, or if later, as soon as practicable following the date of
                  termination of employment or Disability.

Notwithstanding, subsection (b), a Participant who terminates employment or
incurs a Disability before attaining age 65 may elect in writing, pursuant to
Administrator rules, to receive a lump sum distribution at a date earlier than
that prescribed under subsection (b). The amount of a distribution shall be
determined as of the Valuation Date which immediately precedes the date of
distribution.

         7.2      Distribution Upon Death. If a Participant dies, the
Participant's Beneficiary shall receive a cash lump sum distribution of the
entire value credited to the Participant's Account as soon as practicable
following the date of the Participant's death. The value of the distribution
shall be determined as of the Valuation Date that is coincident with or
immediately follows the date of the Participant's death.

         (a)      Beneficiary. Subject to subsection (b), "Beneficiary" means
                  the person or persons (who may be named contingently or
                  successively), including a trust or an estate, designated by a
                  Participant, to whom the Participant's Account is to be paid
                  in the event of the Participant's death. Each designation will
                  revoke all prior designations by the same Participant.
                  Notwithstanding the foregoing, if a divorced Participant
                  wishes to retain his former spouse as his designated
                  Beneficiary, such Participant must re-designate the former
                  spouse as designated Beneficiary subsequent to the date of the
                  applicable divorce decree. A designation shall be made on a
                  form prescribed by the Administrator, and will be effective
                  only when filed in writing with the Administrator. If no
                  Beneficiary is designated or a designation is revoked in whole
                  or in part, or if a designated Beneficiary does not survive,
                  the Account balance shall be payable to the Participant's
                  estate.


                                       26
<PAGE>   31

         (b)      Married Participants. Notwithstanding subsection (a), in the
                  case of a married Participant, the Beneficiary shall be the
                  Participant's spouse unless:

                  (i)      the Participant has designated another person as the
                           Beneficiary.

                  (ii)     the spouse has consented to the designation of the
                           specific nonspouse Beneficiary, including any class
                           of Beneficiaries or any continent Beneficiaries.

                  (iii)    the spouse acknowledges the effect of such election.

                  (iv)     the spouse's consent is in writing, and

                  (v)      the consent is witnessed by a notary, public or a
                           representative of the Plan.

                  The spouse's consent shall not be required if the spouse
                  cannot be located or if the Participant furnishes the
                  Administrator a court order decreeing that the Participant and
                  the spouse are legally separated or that the spouse has
                  abandoned the Participant. The preceding sentence shall not be
                  applicable to the extent provided in a qualified domestic
                  relations order under Code Section 414(p).

         7.3      In-Service Withdrawals. Except as provided in this Section or
in Section 7.7, there shall be no distribution to a Participant while he is an
Employee of the Company or an Affiliate.

         (a)      Hardship Withdrawals. A Participant may receive an in-service
                  withdrawal of vested amounts credited to his Account if the
                  withdrawal is on account of an immediate and heavy financial
                  need constituting a hardship (as described in subsection
                  (a)(ii) and necessary to satisfy the need (as determined under
                  subsection (a)(iii)). Hardship withdrawals shall be subject to
                  the following restrictions:

                  (i)      In no event shall a hardship withdrawal from a
                           Participant's Before-Tax Account exceed the lesser
                           of:

                           (A)      the amount of the actual expense adjusted to
                                    take into account the expected federal and
                                    income tax liability (e.g., federal and
                                    state ordinary income taxes, the Code
                                    Section 72(t) early distribution tax), and

                           (B)      the total Before-Tax Contributions made on
                                    behalf of the Participant (reduced by prior
                                    withdrawals) or, if less, the value of the
                                    Before-Tax Contributions Account.


                                       27
<PAGE>   32

                  (ii)     A financial hardship shall be deemed to exist as a
                           result of the following financial obligations:

                           (A)      medical expenses described in Code Section
                                    213(d) incurred by the Participant, the
                                    Participant's spouse, or any dependents of
                                    the Participant (as defined in Code Section
                                    152) and expenses necessary to obtain
                                    medical treatment,

                           (B)      the purchase (excluding mortgage payments)
                                    of a principal residence for the
                                    Participant,

                           (C)      payment of tuition, related educational
                                    fees, and related room and board expenses
                                    for the next twelve months of post-secondary
                                    education for the Participant, his spouse,
                                    children, or dependents, or

                           (D)      the need to prevent the eviction of the
                                    Participant from his principal residence or
                                    foreclosure on the mortgage of the
                                    Participant's principal residence.

                  (iii)    A distribution shall be deemed necessary to satisfy a
                           financial need described in paragraph (ii) if the
                           Company can reasonably rely on the Participant's
                           representation that the need cannot be relieved:

                           (A)      through reimbursement or Compensation by
                                    insurance or otherwise,

                           (B)      by reasonable liquidation of the
                                    Participant's assets to the extent that such
                                    liquidation would not itself cause an
                                    immediate and heavy financial need,

                           (C)      by cessation of voluntary contributions
                                    under this Plan or any other plan, or

                           (D)      by other distributions or nontaxable loans
                                    from plans or by borrowing from commercial
                                    sources on reasonable commercial terms.

                           A Participant's resources shall be deemed to include
                           those assets of his spouse and minor children that
                           are reasonably available to the Participant.

                  (iv)     A Participant who receives a hardship distribution
                           under this subsection (a) shall cease Before-Tax
                           Contributions under this Plan and any other deferred
                           compensation plans maintained by the Employer for 12
                           months


                                       28
<PAGE>   33

                           after the date of receipt of such withdrawal. Such
                           Participant also may not make Before-Tax
                           Contributions to this Plan and any other deferred
                           compensation plans maintained by the Employer for the
                           Participant's taxable year immediately following the
                           taxable year of the hardship withdrawal in excess of
                           the applicable limit under Code Section 402(g) for
                           such next taxable year less the amount of such
                           Participant's elective contributions for the taxable
                           year of the hardship withdrawal.

         (b)      Age 59 1/2 Withdrawals. A Participant may request an
                  in-service withdrawal of the vested amounts credited to his
                  Account if the Participant has attained age 59 1/2.

         (c)      Age 55 Withdrawals. A Participant who was a participant in the
                  TSX Plan on July 1, 1997 may request an in-service withdrawal
                  of the vested amounts credited to his Employer Contributions
                  Account as of October 1, 1998 if the Participant has attained
                  age 55.

Any withdrawal shall be made first from the Participant's Rollover Contributions
Account, second from the Employer Contributions Account (if vested), and third
from the Participant's Before-Tax Contributions Account. Further, in no event
shall the Plan make an in-service withdrawal of less than $500. For the purposes
of this Section 7.3, the value of a Participant's Account shall be determined as
of the Valuation Date immediately preceding the date of the withdrawal.

         7.4      Due Date for Payments. Subject to subsection (a) below,
payments to a Participant or Beneficiary shall be made as soon as practicable
following the completion of the valuation process for the Valuation Date which
determines the amount of the payment.

         (a)      Limitation. Subject to subsection (b), payment of benefits to
                  a Participant shall start no later than the earlier of:

                  (i)      the Required Beginning Date (as specified in Section
                           7.7), or

                  (ii)     the sixtieth day after the close of the Plan Year in
                           which the latest of the following events occur:

                           (A)      the attainment by the Participant of the
                                    Normal Retirement Age;

                           (B)      the fifth anniversary of the date on which
                                    the Participant commenced active
                                    participation in the Plan; or

                           (C)      the termination of the Participant's
                                    employment with all Employers and
                                    Affiliates.


                                       29
<PAGE>   34

         (b)      Deferral to Ascertain Benefit or Locate Participant. If
                  payment cannot be made on a date it is required to be made
                  because the Administrator, after making, reasonable efforts,
                  cannot locate a Participant or Beneficiary or the amount of
                  the payment cannot be ascertained, a payment retroactive to
                  the required date shall be made no later than 60 days after
                  the earliest date on which the amount of the payment can be
                  ascertained and the date on which the Participant or
                  Beneficiary has been located.

         7.5      Loans. A Participant who is a "party in interest," as defined
under Section 3(14) of ERISA, may request a loan from his Account by filing, a
written request with the Administrator. The Administrator shall adopt such rules
as it may deem necessary or appropriate to implement the provisions of this
Section.

         (a)      Funding of a Loan; Loan Accounts. Upon the approval of a loan
                  request, the Administrator shall liquidate the Participant's
                  investments until the amount of the loan has been reached. The
                  order in which Accounts shall be liquidated shall be the
                  Rollover Contributions Account, the Employer Contributions
                  Account (if vested), and the Before-Tax Contributions Account.
                  If the Account is invested in more than one Fund, the amount
                  of a particular Fund which is to be liquidated shall be the
                  product of the total amount to be liquidated under the account
                  and a fraction with a numerator equal to the amount of the
                  Account invested in the Fund and a denominator equal to the
                  total balance credited to the Account. The Administrator at
                  its discretion, may adopt a rule permitting a Participant to
                  designate the Fund or Funds which shall be liquidated.

         (b)      Frequency of Loans. No more than two loans may be made to a
                  Participant in any Plan Year. If the Employer or an Affiliate
                  maintains another qualified plan under which a Participant in
                  this Plan has received a loan, such loan shall be treated as
                  though it had been made under this Plan for the purposes of
                  this subsection.

         (c)      Loan Amount. The minimum loan amount shall be $500. The
                  maximum amount of a loan shall not exceed the lesser of:

                  (i)      $50,000 reduced by the highest outstanding balance of
                           loans during the one-year period ending on the day
                           before the date the loan is made, or

                  (ii)     50% of the nonforfeitable amount of the Participant's
                           or Beneficiary's entire balance under all Accounts.

                  For the purpose of this subsection, Account values shall be
                  determined as of the most recent Valuation Date within the
                  12-month period prior to the loan date, adjusted solely for
                  distributions and contributions made after such Valuation Date
                  but before the date of the loan.


                                       30
<PAGE>   35

         (d)      Term of a Loan. The term of a loan shall be designated by the
                  Participant (in full one-year periods), but shall not exceed
                  five years, except that the term of the loan to a Participant
                  used to acquire any dwelling unit that within a reasonable
                  time after the loan is made is to be used (determined at the
                  time the loan is made) as the principal residence of the
                  Participant shall not exceed 10 years. The term of a loan
                  shall expire on the date of the Participant's termination of
                  employment from the Employer and all Affiliates, or his death
                  if earlier.

         (e)      Interest. A loan shall bear a reasonable rate of interest as
                  determined by the Administrator. Such rate shall be determined
                  by taking into account the interest rates being charged at the
                  time the loan is granted on loans of a comparable nature. The
                  interest rate shall be fixed for the entire term of the loan.

         (f)      Payments. Repayment of the loan principal and payment of the
                  interest thereon shall be made by approximately equal payments
                  that will permit the loan to be fully amortized over the term
                  selected by the Participant pursuant to subsection (d).
                  Subject to Treasury regulations and Administrator rules, the
                  preceding sentence shall not be applicable with respect to a
                  period when a Participant is on a leave of absence without
                  Compensation for up to one year. Required payments shall be
                  made by payroll deductions in each payroll period. If a
                  Participant's Compensation is insufficient to make such
                  payments in full, the amount of the deficiency shall be paid
                  by personal check (not less frequently than each quarter). A
                  prepayment of the entire remaining balance of the loan and
                  accrued interest may be made by personal check at any time
                  without penalty. Loan repayments shall be invested in
                  accordance with the Participant's current investment direction
                  pursuant to Section 5.1.

         (g)      Promissory Note. A loan shall be evidenced by a promissory
                  note in such form and containing such terms as the
                  Administrator shall direct, subject to the provisions of this
                  section.

         (h)      Security and Default. A Participant's obligation to repay a
                  loan and interest thereon shall be secured by his Loan
                  Account. If a Participant fails to make a required payment and
                  the Administrator determines that the loan is in default, the
                  unpaid balance of the loan and accrued interest shall be
                  deducted from the Loan Account until the total amount of the
                  unpaid balance and accrued interest has been reached. The
                  promissory note shall then be canceled. The amount deducted
                  from the Loan Account shall be treated as a distribution to
                  the Participant. No deduction shall be made with respect to
                  the Before-Tax Contributions Account until an event which
                  would entitle the Participant to a distribution from that
                  Account.


                                       31
<PAGE>   36

         7.6      Eligible Rollover Distributions. Notwithstanding any provision
of the Plan to the contrary that would otherwise limit a Distributee's election
under this Article, a Distributee may elect, at the time and in the manner
prescribed by the Administrator, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.

         (a)      "Eligible Rollover Distribution" is any distribution of all or
                  any portion of the balance to the credit of the Distributee,
                  except that an Eligible Rollover Distribution does not
                  include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  Distributee or the joint lives (or joint life expectancies) of
                  the Distributee and the Distributee's designated Beneficiary,
                  or for a specified period of ten years or more; any
                  distribution to the extent such distribution is required under
                  Code Section 401(a)(9); and the portion of any distribution
                  that is not includible in cross income (determined without
                  regard to the exclusion for net unrealized appreciation with
                  respect to employer securities).

         (b)      "Eligible Retirement Plan" is an individual retirement account
                  described in Code Section 408(a), an individual retirement
                  annuity described in Code Section 408(b), an annuity plan
                  described in Code Section 403(a), or a qualified trust
                  described in Code Section 401(a), that accepts the
                  Distributee's eligible rollover distribution. However, in the
                  case of an Eligible Rollover Distribution to the Surviving
                  Spouse, an Eligible Retirement Plan is an individual
                  retirement account or individual retirement annuity.

         (c)      "Distributee" includes an Employee or former Employee. In
                  addition, the Employee's or former Employee's surviving spouse
                  and the Employee's or former Employee's spouse or former
                  spouse who is the alternate payee under a qualified domestic
                  relations order, as defined in Code Section 414(p), are
                  Distributees with regard to the interest of the spouse or
                  former spouse.

         (d)      "Direct Rollover" is a payment by the Plan to the Eligible
                  Retirement Plan specified by the Distributee.

If a distribution is one to which Code Sections 401(a)(11) and 417 do not apply,
such distribution may commence less than 30 days after the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:
(i) the Administrator clearly informs the Participant that the Participant has a
right to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option); and (ii) the Participant, after receiving the
notice, affirmatively elects a distribution.


                                       32
<PAGE>   37

         7.7      Required Beginning Date. Notwithstanding the foregoing, a
Participant shall receive a distribution of his Account not later than his
Required Beginning Date. The Required Beginning Date shall mean April 1st of the
calendar year following the later of.

         (a)      the calendar year in which the Participant attains age 70 1/2,
                  or

         (b)      the calendar year in which he leaves the employ of the Company
                  and all Affiliates, unless he is Five Percent Owner of the
                  Company at any time during the five-Plan Year period ending in
                  the calendar year in which the Participant attains age 70 1/2,
                  in which case this subsection (b) shall not apply.

The preceding provisions of Section 7.7 will not apply to a Participant who
reaches 70 1/2 on or after January 1, 1996 and prior to January 1, 1999, unless
he elects to have such provisions apply to him. This election shall not be
available to any Participant who is a Five Percent Owner of the Company at any
time during the five-Plan Year period ending in the calendar year in which the
Participant attains age 70 1/2. The Administrator shall notify any such
Participant of his right to make such an election. Such election shall be made
in writing, in the manner and at the time prescribed by the Administrator. If
such election is not made by a Participant, his Required Distribution Date will
be April 1st of the calendar year following the calendar year in which he
attains age 70 1/2.

Notwithstanding the preceding and any Plan provision to the contrary, with
respect to distributions under the Plan made in calendar years beginning on or
after January 1, 2001, the Plan will apply the minimum distribution requirements
of Code Section 401(a)(9) in accordance with the regulations under Code Section
401(a)(9) that were proposed in January, 2001. This provision of the Plan shall
remain in effect until the end of the last calendar year beginning before the
effective date of final regulations under Code Section 401(a)(9) or such other
date specified in guidance published by the Internal Revenue Service.

         7.8      Payment Medium. Distributions made pursuant to Sections 7.1
and 7.2 shall be made in cash; provided, however, that distributions of the
portion of a Participant's Account accrued as of June 30, 1997 under the TSX
Plan and invested in shares of Company common stock shall, at the election of
the Participant, be made in cash or property.


                                       33
<PAGE>   38

                                  ARTICLE VIII

                              TOP HEAVY PROVISIONS

         8.1      Application of Top-Heavy Provisions.

         (a)      Single Plan Determination. Except as provided in subsection
                  (b)(ii), if as of a Determination Date, the sum of the amount
                  of the Section 416 Accounts of Key Employees and the
                  Beneficiaries of deceased Key Employees exceeds 60% of the
                  amount of the Section 416 Accounts of all Participants and
                  Beneficiaries, the Plan is top-heavy and the provisions of
                  this Article shall become applicable.

                  If any individual has not performed services for an Employer
                  or an Affiliate at any time during the five-year period ending
                  on the Determination Date, the Section 416 Account of such
                  individual or his Beneficiary shall be excluded from all
                  computations under this Article. However, if such an
                  individual returns to employment with an Employer or
                  Affiliate, his Section 416 Account shall be included in
                  calculations under this Section. The Section 416 Account of an
                  individual who was a Key Employee but is not a Key Employee
                  for the Plan Year containing the Determination Date and the
                  preceding four Plan Years or the Section 416 Account of the
                  Beneficiary of such an individual shall be excluded from all
                  computations under this Article.

         (b)      Aggregation Group Determination.

                  (i)      If as of a Determination Date this Plan is part of an
                           Aggregation Group which is top-heavy, the Plan is
                           top-heavy and the provisions of this Article shall
                           become applicable. Top-heaviness for the purpose of
                           this subsection shall be determined with respect to
                           the Aggregation Group in the same manner as described
                           in subsection (a) except that if the Aggregation
                           Group includes a defined benefit plan, the Section
                           416 Account shall include the present value of the
                           accrued benefit of a participant or a beneficiary
                           under such plan.

                  (ii)     If this Plan is top-heavy under subsection (a), but
                           the Aggregation Group is not top-heavy, this Article
                           shall not be applicable.

         (c)      Calculations. The Administrator shall have responsibility to
                  make all calculations to determine whether this Plan is
                  top-heavy. The Administrator may use a method which
                  approximates the calculations described in this Section
                  provided that it mathematically proves that the Plan is not
                  top-heavy, such as a method which overstates the Section 416
                  Accounts with respect to Key Employees and understates the
                  Section 416 Accounts with respect to non-Key Employees.


                                       34
<PAGE>   39

         8.2      Definitions.

         (a)      "Aggregation Group" means this Plan and all other plans
                  (including a frozen plan) maintained by any Employer and its
                  Affiliates which cover a Key Employee or his Beneficiary and
                  any other plan which enables a plan covering a Key Employee or
                  his Beneficiary to meet the requirements of Code Sections
                  401(a)(4) or 410. A terminated plan shall be included in an
                  Aggregation Group if it was maintained by an Employer or an
                  Affiliate within the last five years ending on the
                  Determination Date for the Plan Year in question and would,
                  but for the fact it was terminated, meet the conditions of the
                  preceding sentence. In addition, at the election of the
                  Administrator, the Aggregation Group may be expanded to
                  include any other qualified plan maintained by any Employer or
                  Affiliate if such expanded Aggregation Group meets the
                  requirements of Code Sections 401(a)(4) and 410.

         (b)      "Compensation" means compensation as defined in Section
                  4.10(d).

         (c)      "Determination Date" means the last day of the Plan Year
                  immediately preceding the Plan Year for which top-heaviness is
                  to be determined.

         (d)      "Key Employee" means an Employee (or a former or deceased
                  Employee) who, for the Plan Year containing the Determination
                  Date or any of the four preceding Plan Years, is:

                  (i)      an officer of an Employer or an Affiliate having an
                           annual Compensation for a Plan Year greater than 150%
                           of the amount in effect under Code Section
                           415(c)(1)(A) for the calendar year in which the Plan
                           Year ends; provided, however, that no more than the
                           lesser of:

                           (A)      50 Employees, or

                           (B)      the greater of (I) three Employees or (II)
                                    10% of the greatest number of Employees of
                                    the Employer and Affiliates for the Plan
                                    Year containing the Determination Date and
                                    the preceding four Plan Years;

                           shall be treated as officers, and such officers shall
                           be those with the highest annual Compensation in the
                           five-year period;

                  (ii)     one of the ten Employees having an annual
                           Compensation in excess of the amount in effect under
                           Code Section 415(c)(1)(A) and owning (or considered
                           as owning within the meaning of Code Section 318)
                           both more than a 1/2% interest in the Employer and
                           the largest interests in an Employer;


                                       35
<PAGE>   40

                  (iii)    a Five Percent Owner of an Employer; or

                  (iv)     a 1% Owner of an Employer having an annual
                           Compensation of more than $150,000.

                  For the purpose of subsection (d)(1)(B)(ii), if 10% of the
                  number of Employees is not an integer, the number shall be
                  increased to the nearest integer. For the purpose of
                  subsection (d)(ii), if two Employees have the same interest in
                  the Employer, the Employee having the greater annual
                  Compensation from the Employer shall be treated as having a
                  larger interest. For the purposes of subsections (d)(iii) and
                  (d)(iv), ownership shall be determined in accordance with Code
                  Section 416(i)(1)(B) and (C).

         (e)      "Section 416 Account" means the sum of.

                  (i)      the amount credited to a Participant's or
                           Beneficiary's Account under this Plan as of the most
                           recent Valuation Date occurring within the 12-month
                           period ending on the Determination Date (or his
                           account under another qualified defined contribution
                           plan which is part of an Aggregation Group) including
                           uncontributed amounts due as of such Valuation Date
                           but which are actually contributed on or before the
                           Determination Date;

                  (ii)     the present value of the accrued benefit credited as
                           of a Determination Date to a Participant or
                           Beneficiary, under a qualified defined benefit plan
                           which is part of an Aggregation Group; and

                  (iii)    the amount of distributions to the Participant or
                           Beneficiary during the five-year period ending on the
                           Determination Date, including a distribution under a
                           terminated plan which, if it had not been terminated,
                           would have been required to be included in an
                           Aggregation Group, and a distribution of Employee
                           contributions, but excluding a distribution which is
                           a tax-free rollover contribution (or similar
                           transfer) that is not initiated by the Participant or
                           that is contributed to a plan which is maintained by
                           an Employer or an Affiliate: reduced by:

                  (iv)     the amount of a rollover contribution (or similar
                           transfer) which is accepted by this Plan (or a plan
                           forming, part of an Aggregation Group) after December
                           31, 1983) and which was initiated by the Participant
                           and derived from a plan not maintained by the
                           Employer or an Affiliate, and the earnings on such
                           rollover contribution.


                                       36
<PAGE>   41

         8.3      Minimum Contribution.

         (a)      General. If this Plan is determined to be top-heavy, under the
                  provisions of Section 8.1 with respect to a Plan Year. With
                  respect to each Eligible Employee who is not a Key Employee
                  and is an Employee on the last day of the Plan Year, the sum
                  of Employer contributions (excluding, in the case of
                  Non-Highly Compensated Employees, contributions to a qualified
                  plan under a Compensation Reduction Agreement) and forfeitures
                  reallocated to the Employee under all qualified defined
                  contribution plans in the Aggregation Group shall not be less
                  than 3% of such Employee's Compensation. This Section shall
                  not be applicable with respect to an Employee who is also
                  covered under a defined benefit plan maintained by an Employer
                  or an Affiliate which provides the benefit specified by Code
                  Section 416(c)(1).

         (b)      Exception. The contribution rate specified in subsection (a)
                  shall not exceed the percentage at which Employer
                  contributions and forfeitures are allocated under the Plan or
                  the plans of the Aggregation Group to the account of the Key
                  Employee for whom such percentage is the highest for the Plan
                  Year. For the purpose of this subsection, the percentage for
                  each Key Employee shall be determined by dividing the Employer
                  contributions and forfeitures for the Key Employee by the
                  amount of his total Compensation for the year not in excess of
                  $200,000, $150,000 for Plan Years beginning on or after
                  January 1, 1994, (as adjusted by the Secretary of the Treasury
                  under Code Section 416(d)). This subsection shall not apply if
                  this Plan is required to be included in an Aggregation Group
                  and the Plan enables a defined benefit plan which is part of
                  the Aggregation Group to meet the requirements of Code Section
                  401(a)(4) or 410.

         8.4      Limit on Annual Additions: Combined Plan Limit.

         (a)      General. If this Plan is determined to be top-heavy under
                  Section 8.1, Section 4.10(b)(ii) and (iii) of this Plan shall
                  be applied by substituting 1.0 for 1.25.

         (b)      Exception. Subsection (a) shall not be applicable if:

                  (i)      Section 8.3 is applied by substituting "4%" for "3%",
                           and

                  (ii)     this Plan would not be top-heavy if "90%" is
                           substituted for "60%" in Section 8.1.

         (c)      Transitional Rule. If, but for this subsection (c), subsection
                  (a) would begin to apply with respect to the Plan, the
                  application of subsection (a) shall be suspended with respect
                  to a Participant so long as there are:


                                       37
<PAGE>   42

                  (i)      no Employer contributions, forfeitures, or voluntary
                           nondeductible contributions allocated to such
                           Participant, and

                  (ii)     no accruals under a qualified defined benefit plan
                           for such Participant.


                                       38
<PAGE>   43

                                   ARTICLE IX

                          ADMINISTRATION AND FINANCING

         9.1      Plan Sponsor and Plan Administrator. The Company is the "plan
sponsor" of the Plan. The Company has delegated all administrative
responsibilities under this Article IX to a committee that shall be composed of
not less than three individuals who may, but need not be Employees. This
committee is the "plan administrator" of the Plan, as that term is used in ERISA
and the Code, and shall be known as the Administrator.

         9.2      Administrative Responsibilities. The Administrator shall be
the named fiduciary that has the authority to control and manage the operation
and administration of the Plan. The Administrator shall make such rules,
interpretations, and computations and take such other actions to administer the
Plan as the Administrator may deem appropriate. The rules, interpretations,
computations, and actions of the Administrator shall be binding and conclusive
on all persons. In administering the Plan, the Administrator shall act in a
nondiscriminatory manner to the extent required by Code Section 401(a) and
related provisions of the Code and shall at all times discharge its duties with
respect to the Plan in accordance with the standards set forth in ERISA Section
404(a)(1).

         9.3      Plan Assets.

         (a)      Trust Agreement. The Company shall maintain a Trust Fund as a
                  part of the Plan in order to implement and carry out the
                  provisions of the Plan and to finance the benefits under the
                  Plan, by entering into one or more Trust Agreements. Any Trust
                  Agreement is designated as, and shall constitute, a part of
                  this Plan, and all rights which may accrue to any person under
                  this Plan shall be subject to all the terms and provisions of
                  such Trust Agreement. The Company may modify any Trust
                  Agreement from time to time to accomplish the purpose of the
                  Plan and may replace any Trustee and appoint a successor
                  Trustee or Trustees. The assets of the Trust Fund shall not be
                  used for or diverted to purposes other than the exclusive
                  benefit of Participants and Beneficiaries.

         (b)      Management of Plan Assets. The Administrator shall be a named
                  fiduciary with respect to control and management of the assets
                  of the Plan, and shall have the authority to: (i) appoint one
                  or more Trustees to hold the assets of the Plan in trust and
                  to enter into a Trust Agreement with each Trustee it appoints;
                  (ii) appoint one or more Investment Managers (within the
                  meaning of ERISA Section 3(38)) for any assets of the Plan and
                  to enter into an investment management agreement with each
                  Investment Manager it appoints; and (iii) direct the
                  investment of any Plan assets not assigned to an Investment
                  Manager. Each Investment Manager shall acknowledge that it is
                  a fiduciary under the Plan in writing delivered to the
                  Administrator and the Trustee.


                                       39
<PAGE>   44

         (c)      Trustees and Investment Managers. Each Trustee shall have the
                  exclusive authority and discretion to control and manage the
                  Plan assets held in trust by it, except to the extent that:
                  (i) the Administrator directs how those assets shall be
                  invested; (ii) the Administrator allocates the authority to
                  manage those assets to a committee or to one or more
                  Investment Managers: or (iii) the Plan prescribes how those
                  assets shall be invested. Each Investment Manager shall have
                  the exclusive authority to manage, including the power to
                  acquire and dispose of, the Plan assets assigned to it by the
                  Administrator, except to the extent that the Plan prescribes
                  how those assets shall be invested. In accordance with ERISA
                  Section 404(a)(1)(C), the Trustee and each Investment Manager
                  shall be solely responsible for diversifying the investment of
                  the Plan assets assigned to them by the Administrator, except
                  to the extent that the Administrator directs or the Plan
                  prescribes how those assets shall be invested.

         (d)      Delegation of Responsibilities. The Administrator may engage
                  such attorneys, actuaries, accountants, consultants, or other
                  persons to render advice or to perform services with regard to
                  any of its responsibilities under the Plan as it shall
                  determine to be necessary or appropriate. The Administrator
                  may designate by written instrument (signed by both parties)
                  one or more actuaries, accountants, consultants, or other
                  persons to carry out, where appropriate, responsibilities of
                  the Administrator.

         (e)      Service in Several Fiduciary Capacities. Nothing in this
                  section shall prohibit any person or group of persons from
                  serving in more than one fiduciary capacity with respect to
                  the Plan (including service both as the plan administrator and
                  as a Trustee).

         9.4      Contributions. The Company and any Employer shall make such
contributions to the Trust Fund as are required by the provisions of the Plan,
subject to the right of the Company to terminate the Plan or the Employer to
withdraw from the Plan. Forfeitures arising under the Plan for any reason shall
be used as soon as possible to reduce the Employers' contributions under the
Plan.

         9.5      Expenses of Administration. The compensation of the Trustee,
any reasonable and proper attorneys' or management fee incurred in the
administration of the Trust Fund or other reasonable and proper Plan expenses
shall be paid pursuant to Section 11.8.

         9.6      Incapacity. If, in the opinion of the Administrator, any
Participant (or Beneficiary) becomes unable to handle properly any property
distributable under the Plan, the Administrator may make any arrangement for
distribution on such Participant's behalf that it determines will be beneficial
to such Participant, including (without limitation) distribution to such
Participant's guardian, conservator, spouse, or dependent, and such distribution
so made shall be a complete discharge of the liabilities of the Plan with
respect to the Participant.


                                       40
<PAGE>   45

         9.7      Indemnity for Liability. To the maximum extent allowed by law
and to the extent not otherwise indemnified, the Company shall indemnify any
current or former officer, director, or employee of the Company, and each member
of the committee acting as Administrator, against any and all claims, losses,
damages, expenses, including counsel fees, incurred by such persons and any
liability, including any amounts paid in settlement with the Company's approval,
arising from such person's action or failure to act.

         9.8      Claims and Inquiries.

         (a)      Application for Benefits. Applications for benefits and
                  inquiries concerning the Plan or concerning present or future
                  rights to benefits under the Plan shall be submitted to the
                  Administrator in writing. An application for benefits shall be
                  submitted on the prescribed form and shall be signed by the
                  Participant or, in the case of a benefit payable after the
                  death of a Participant, by the Participant's Beneficiary.

         (b)      Denial of Application. In the event an application for
                  benefits is denied in whole or in part, the Administrator
                  shall notify the applicant in writing of the denial and the
                  right to a review of the denial. The written notice shall set
                  forth, in a manner calculated to be understood by the
                  applicant, specific reasons for the denial, specific reference
                  to the provisions of the Plan on which the denial is based, a
                  description of any information or material necessary for the
                  applicant to perfect the application, an explanation of why
                  the material is necessary and an explanation of the review
                  procedure under the Plan. The written notice shall be given to
                  the applicant within a reasonable period of time (not more
                  than 90 days) after the Administrator receives the
                  application, unless special circumstances require further time
                  for processing, and the applicant is advised of the extension.
                  In no event shall the notice be given more than 180 days after
                  the Administrator receives the application.

         (c)      Review of Denied Claims.

                  (i)      Review Panel. The Administrator shall from time to
                           time appoint a panel (the "Review Panel") which shall
                           consist of three individuals who may, but need not,
                           be employees of the Company. The Review Panel shall
                           be the named fiduciary that has the authority to act
                           with respect to any appeal from a denial of benefits
                           or a determination of benefit rights.

                  (ii)     Request for Review. An applicant whose application
                           for benefits is denied in whole or in part, or the
                           applicant's duly authorized representative, may
                           appeal from the denial by submitting to the Review
                           Panel a request for a review of the application
                           within 60 days after receiving written notice of the
                           denial from the Administrator. The Administrator or
                           the Company shall give the applicant or the


                                       41
<PAGE>   46

                           representative an opportunity to review pertinent
                           materials, other than legally privileged documents,
                           in preparing the request for a review. The request
                           for a review shall be in writing. The request for a
                           review shall set forth all of the grounds on which it
                           is based, all facts in support of the request, and
                           any other matters which the applicant deems
                           pertinent. The Review Panel may require the applicant
                           to submit such additional facts, documents, or other
                           materials as it may deem necessary or appropriate in
                           making its review.

                  (iii)    Decision on Review. The Review Panel shall act on
                           each request for a review within 60 days after
                           receipt, unless special circumstances require further
                           time for processing and the applicant is advised of
                           the extension. In no event shall the decision on
                           review be rendered more than 120 days after the
                           Review Panel receives the request for a review. The
                           Review Panel shall give prompt, written notice of its
                           decision to the applicant and to the Administrator.
                           In the event that the Review Panel confirms the
                           denial of the application for benefits in whole or in
                           part, the notice shall set forth, in a manner
                           calculated to be understood by the applicant, the
                           specific reasons for the decision and specific
                           references to the provisions of the Plan on which the
                           decision is based.

                  (iv)     Rules and Interpretations. The Review Panel shall
                           adopt such rules, procedures, and interpretations of
                           the Plan as it deems necessary or appropriate in
                           carrying out its responsibilities under this Section
                           9.8.

                  (v)      Exhaustion of Remedies. No legal action for benefits
                           under the Plan shall be brought unless and until the
                           claimant: (A) has submitted a written application for
                           benefits in accordance with Section 9.8(a); (B) has
                           been notified by the Administrator that the
                           application is denied; (C) has filed a written
                           request for a review of the application in accordance
                           with subsection (c)(ii) above; and (D) has been
                           notified in writing that the Review Panel has
                           affirmed the denial of the application; provided,
                           however, that legal action may be brought after the
                           Administrator or the Review Panel has failed to take
                           any action on the claim within the time prescribed by
                           this Section.



                                       42
<PAGE>   47

                                    ARTICLE X

                            AMENDMENT AND TERMINATION

         10.1     Amendments to Conform with Law. The Company reserves the right
to make by amendment such changes in, additions to, and substitutions for the
provisions of this Plan, to take effect retroactively or otherwise, as is deemed
necessary or advisable for the purpose of conforming the Plan to Code Section
401 or to any other present or future federal law relating to trusts and plans
of this or similar nature, and to the administrative regulations promulgated
pursuant to the Code and such laws.

         10.2     Other Amendments and Termination. The Company also reserves
the right to amend this Plan at any time, and from time to time, in any manner
which it deems desirable including, but not by way of limitation, to change or
modify contributions under the Plan, and to change any provision relating to the
distribution or payment, or both, of any Account balances. The Company further
reserves the right to terminate this Plan at any time.

         10.3     Form of Amendment. Any such amendment shall be made by an
instrument in writing, signed by a duly authorized officer or officers of the
Company certifying that said amendment has been authorized by the Board of
Directors of the Company.

         10.4     Limitations on Amendments. The provisions of this Article X
are subject to the following restrictions:

         (a)      No amendment shall operate either directly or indirectly to
                  give an Employer any interest whatsoever in any fund or
                  property held by the Trustee under the terms of this Plan, or
                  to permit corpus or income of the Trust to be used for or
                  diverted to purposes other than the exclusive benefit of
                  persons who are Participants or Beneficiaries.

         (b)      Except as permitted by Treasury regulations or to the extent
                  necessary to conform to the laws and regulations described in
                  Section 10.1, no such amendment shall operate either directly
                  or indirectly to deprive any Participant of the value of his
                  nonforfeitable interest, the value of the Account as of the
                  date of the amendment, or eliminate an optional form of
                  benefit with respect to the Account value immediately prior to
                  the amendment.

         10.5     Merger or Consolidation or Transfer. No merger or
consolidation of the Plan with, or any transfer of assets or liabilities of the
Plan to or from, any other plan shall occur unless each Participant in the Plan
would be entitled to receive a benefit immediately after the merger,
consolidation, or transfer (if the Plan then terminated) which is equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer (if the Plan had then terminated).


                                       43
<PAGE>   48

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1     Gender and Number. Except when otherwise indicated by the
context, any masculine terminology shall also include the feminine, and the
definition of any term in the singular shall also include the plural.

         11.2     Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the State of Georgia shall be the controlling law in
all matters relating to the Plan.

         11.3     Severability. If a provision of this Plan shall be held
illegal or invalid, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included in this Plan.

         11.4     Headings. The headings of this Plan are inserted for
convenience or reference only and are not to be considered in the construction
or the interpretation of the Plan.

         11.5     No Enlargement of Employee Rights. Nothing contained in the
Plan shall be deemed to give any Employee the right to be retained in the
service of the Employer or an Affiliate or to interfere with the right of the
Employer or Affiliate to discharge or retire any Employee at any time.

         11.6     Special Rules Relating to Veterans' Reemployment Rights Under
USERRA. Effective on and after December 12, 1994, the following special
provisions of this Section shall apply to an Employee or Participant who is
reemployed in accordance with the reemployment provisions of USERRA following a
period of qualifying military service (as determined under USERRA):

         (a)      Each period of qualifying military service served by an
                  Employee or Participant shall, upon such reemployment, be
                  deemed to constitute Service with the Employer for all
                  purposes of the Plan, including determining the Participant's
                  vested percentage in his Employer Contributions Account.

         (b)      The Participant shall be permitted to make up Before-Tax
                  Contributions missed during the period of qualifying military
                  service. The Participant shall have a period of time beginning
                  on the date of the Participant's reemployment with the
                  Employer following his period of qualifying military service
                  and extending over the lesser of (i) the product of three and
                  the Participant's period of qualifying military service, and
                  (ii) five years, to make up such missed Before-Tax
                  Contributions.


                                       44
<PAGE>   49

         (c)      If the reemployed Participant elects to make up Before-Tax
                  Contributions in accordance with paragraph (b) above, the
                  Employer shall make any Employer Matching Contributions that
                  would have been made on behalf of such Participant had the
                  Participant made such Before-Tax Contributions during, the
                  period of qualifying military service.

         (d)      If the Employer made any Employer Discretionary Contributions
                  or Qualified Nonelective Contributions to the Plan during the
                  period of qualified in a military service, the Employer shall
                  make an Employer Discretionary Contribution or Qualified
                  Nonelective Contribution on behalf of the Participant upon the
                  Participant's reemployment following his period of qualifying
                  military service, in the amount that would have been made on
                  behalf of such Participant had the Participant been employed
                  during the period of qualifying military service.

         (e)      The Employer shall not (i) credit earnings to a Participant's
                  Account with respect to any Before-Tax, Employer Matching,
                  Employer Discretionary or Qualified Nonelective Contribution
                  before such contribution is actually made, or (ii) make up any
                  allocation of forfeitures, with respect to the period of
                  qualifying military service.

         (f)      A reemployed Participant shall be entitled to accrued benefits
                  attributable to Before-Tax Contributions only if such
                  contributions are actually made.

         (g)      For all purposes under the Plan, including the Employer's
                  liability for making contributions on behalf of a reemployed
                  Participant as described above, the Participant shall be
                  treated as having received Compensation from the Employer
                  based on the rate of Compensation the Participant would have
                  received during the period of qualifying military service, or
                  if that rate is not reasonably certain, on the basis of the
                  Participant's average rate of Compensation during the 11-month
                  period immediately preceding such period.

         (h)      If a Participant makes a Before-Tax Contribution or the
                  Employer makes an Employer Matching, Employer Discretionary or
                  Qualified Nonelective Contribution in accordance with the
                  foregoing provisions of this Section 11.6:

                  (i)      such contributions shall not be subject to any
                           otherwise applicable limitation under Code Section
                           402(g), 404(a) or 415, and shall not be taken into
                           account in applying such limitations to other
                           Participant or Company contributions under the Plan
                           or any other plan, with respect to the year in which
                           such contributions are made, and such contributions
                           shall be subject to these limitations only with
                           respect to the year to which such contributions
                           relate and only in accordance with regulations
                           prescribed by the Internal Revenue Service; and


                                       45
<PAGE>   50

                  (ii)     the Plan shall not be treated as failing to meet the
                           requirements of Code Section 401(a)(4), 401(a)(26),
                           401(k)(11), 401(k)(11), 401(k)(12), 401(m), 410(b) or
                           416 by reason of such contributions.

         11.7     Plan Supplements. The provisions of the Plan may be modified
by Supplements to the Plan. The terms and provisions of each Supplement are a
part of the Plan and supersede the provisions of the Plan to the extent
necessary to eliminate inconsistencies between the Plan and the Supplement.

         11.8     Plan Expenses. All expenses incident to the maintenance and
administration of this Plan shall be paid by the Trust or by the Employer, as
directed by the Company. Such expenses shall include, but not be limited to,
fees of accountants, auditors, counsel, investment managers, custodians, and
other specialists, and other costs of administering the Plan and Trust.

         11.9     Nonassignability. Except as provided in a qualified domestic
relations order as defined in Code Section 414(p) or as otherwise permitted by
Code Section 401(a)(13), no Account or benefit under this Plan shall be
anticipated, assigned (either at law or in equity), alienated or subject to
attachment, garnishment, levy, execution, or other legal or equitable process
(whether voluntary or involuntary). The Administrator shall establish a
procedure to determine the qualified status of a domestic relations order and to
administer distributions under a qualified domestic relations order. In no event
shall a domestic relations order be determined to be a qualified domestic
relations order if it requires the Plan to make distributions to an alternate
payee prior to the date that a Participant attains "earliest retirement age."
Notwithstanding the foregoing, the Plan may make a distribution to an alternate
payee prior to the date that a Participant attains "earliest retirement age" if
the qualified domestic relations order provides that the Plan and the alternate
payee may agree in writing to the earlier distribution, and the distribution is
made pursuant to such a written agreement. "Earliest retirement age" means the
earliest to occur of:

         (a)      the date the Participant terminates employment,

         (b)      the date the Participant attains age 50, or

         (c)      the date the Participant dies.

         11.10    Missing Persons. If the Administrator is unable to locate a
proper payee within one year after an Account becomes payable, the Administrator
may treat the balance credited to the Account as a forfeiture; however, if a
claim for benefits is subsequently presented by a person entitled to a payment,
the forfeited amount shall be re-credited to the Account upon verification of
the claim, except for those amounts that have been paid pursuant to an escheat
or other applicable law. Forfeitures restored under this subsection shall be
paid from current forfeitures, earnings of the Trust Fund, and if insufficient,
from an additional Employer Contribution.


                                       46
<PAGE>   51

         11.11    Withholding Taxes. The Employer or Trustee may withhold from a
Participant's Compensation or any payment under this Plan any taxes required to
be withheld with respect to contributions or benefits under this Plan and such
sum as the Employer or Trustee may reasonably estimate as necessary to cover any
taxes for which they may be liable and which may be assessed with respect to
contributions or benefits under this Plan.

         11.12.   Statement of Account. As soon as practicable after the
December 31 Valuation Date, or more frequently as the Administrator shall
specify, each Participant will be furnished with a statement reflecting the
condition of his Account in the Trust Fund as of such Valuation Date. No
Participant shall have the right to inspect the records reflecting the Account
of any other Participant.


                                       47
<PAGE>   52

         IN WITNESS WHEREOF, the Board of Directors of Arris Group, Inc. through
its authorized officer has adopted the Arris Group, Inc. Employee Savings Plan
this ____ day of ______________, 2001, to be effective as of January 1, 1997
(unless otherwise specified herein or required by law).

                                    ANTEC CORPORATION


                                    By:
                                        ----------------------------------------
                                        [Name]
                                        [Title]


                                       48
<PAGE>   53

                                   APPENDIX A

                             PARTICIPATING EMPLOYERS

The following Affiliates of the Company are eligible to participate in the Plan
as of the specified Effective Date:

<TABLE>
<CAPTION>
            Affiliate                    Effective Date
            ---------                    --------------

            <S>                          <C>
            Keptel, Inc.                 October 1, 1998

            TSX Corporation              October 1, 1998
</TABLE>


<PAGE>   54

                                  SUPPLEMENT A

                           Former Participants of the
              Itel Corporation Employees Capital Accumulation Plan

A-1.     Special Provisions for the Former Participants of the Itel Corporation
         Employees Capital Accumulation Plan.

         (a)      Applicability of the Plan. The provisions of the Plan shall
                  become fully applicable to a person who was a participant or
                  member of the Itel Corporation Employees Capital Accumulation
                  Plan ("Prior Plan").

         (b)      Accounts. The Account of a Participant who was covered under
                  the Prior Plan shall also include an "After-Tax Contributions
                  Account," a "Deductible Employee Contribution Account," and a
                  "Pre-1980 Company Account" as defined under the terms of the
                  Prior Plan as of January 1, 1992.

         (c)      Vesting. Notwithstanding Article VI, a Participant who was
                  covered under the Prior Plan shall have a nonforfeitable
                  interest in his entire Account (including his Employer
                  Contributions Account), regardless of his years of Service.

         (d)      In-Service Withdrawals. In lieu of the order provided under
                  Section 7.3, a withdrawal shall be made from the Account of a
                  Participant who was covered under the Prior Plan in the
                  following order: the After-Tax Contributions Account, the
                  Rollover Contributions Account, the Pre-1980 Company Account,
                  the Employer Contributions Account (to the extent vested), the
                  Before-Tax Contributions Account, and the Deductible Employee
                  Contributions Account.

         (e)      Loans. In lieu of the order provided under Section 7.5(a), the
                  order in which Accounts shall be liquidated shall be the
                  After-Tax Contributions Account, the Rollover Contributions
                  Account, the Pre-1980 Company Account, the Employer
                  Contributions Account, and the Before-Tax Contributions
                  Account, but not earnings accrued after December 31, 1988 on
                  the Before-Tax Contributions Account (as determined by the
                  Administrator).


<PAGE>   55

                                  SUPPLEMENT B

                           Former Participants of the
                      TSX Corporation 401 (k) Savings Plan

B-1.     Special Provisions for the Former Participants of the TSX Corporation
         401(k) Savings Plan.

         (a)      Applicability of the Plan. The provisions of the Plan shall
                  become fully applicable to an Employee who was a participant
                  in the TSX Corporation 401(k) Savings Plan (the "Prior Plan").

         (b)      Accounts. The Plan Accounts maintained for each Employee who
                  was a participant under the Prior Plan have been transferred
                  to and merged with the Plan. Each Account so transferred from
                  the Prior Plan shall continue under this Plan as a Prior Plan
                  Before-Tax Contributions Account, a Prior Plan Employer
                  Contributions Account or a Prior Plan Rollover Contributions
                  Account (the "Prior Plan Accounts").

         (c)      Vesting. Each Participant with a Prior Plan Account shall have
                  his nonforfeitable interest in his Prior Plan Account
                  determined in accordance with Article VI of the Plan (as if
                  such Prior Plan Account were a comparable Plan Account).

         (d)      In-Service Withdrawals. Each Participant with a Prior Plan
                  Account may make in-service withdrawals in accordance with
                  Section 7.3 of the Plan (as if such Prior Plan Account were a
                  comparable Plan Account).

         (e)      Loans. A Participant may request a loan from his Prior Plan
                  Account in accordance with Section 7.5 of this Plan.

         (f)      Payment of Account Balances. Distribution of a Participant's
                  Prior Plan Account shall be made in accordance with the
                  provisions of Article VII.

         (g)      Directed Investment. Each Participant with a Prior Plan
                  Account may direct the investment of his Prior Plan Account in
                  accordance with Article V of the Plan.

B-2.     Use of Terms. All terms and provisions of the Plan shall apply to this
         Supplement B, except that where the terms and provisions of the Plan
         and this Supplement B conflict, the terms and provisions of this
         Supplement B shall govern.


<PAGE>   56

                                  SUPPLEMENT C

                           Former Participants of the
                        Keptel, Inc. 401(k) Savings Plan

C-1.     Special Provisions for the Former Participants of the Keptel, Inc.
         401(k) Savings Plan.

         (a)      Applicability of the Plan. The provisions of the Plan shall
                  become fully applicable to an Employee who was a participant
                  in the Keptel, Inc. 401(k) Savings Plan (the "Prior Plan").

         (b)      Accounts. The Plan Accounts maintained for each Employee who
                  was a participant under the Prior Plan have been transferred
                  to and merged with the Plan. Each Account so transferred from
                  the Prior Plan shall continue under this Plan as a Prior Plan
                  Before-Tax Contributions Account, a Prior Plan Employer
                  Contributions Account or a Prior Plan Rollover Contributions
                  Account (the "Prior Plan Accounts").

         (c)      Vesting. Each Participant with a Prior Plan Account shall have
                  his nonforfeitable interest in his Prior Plan Account
                  determined in accordance with Article VI of the Plan (as if
                  such Prior Plan Account were a comparable Plan Account).

         (d)      In-Service Withdrawals. Each Participant with a Prior Plan
                  Account may make in-service withdrawals in accordance with
                  Section 7.3 of the Plan (as if such Prior Plan Account were a
                  comparable Plan Account).

         (e)      Loans. A Participant may request a loan from his Prior Plan
                  Account in accordance with Section 7.5 of this Plan.

         (f)      Payment of Account Balances. Distribution of a Participant's
                  Prior Plan Account shall be made in accordance with the
                  provisions of Article VII.

         (g)      Directed Investment. Each Participant with a Prior Plan
                  Account may direct the investment of his Prior Plan Account in
                  accordance with Article V of the Plan.

C-2.     Use of Terms. All terms and provisions of the Plan shall apply to this
         Supplement C, except that where the terms and provisions of the Plan
         and this Supplement C conflict, the terms and provisions of this
         Supplement C shall govern.

<PAGE>   57

                                  SUPPLEMENT D

                           Former Participants of the
               Integration Technologies L.L.C. 401(k) Savings Plan

D-1.     Special Provisions for the Former Participants of the Integration
         Technologies L.L.C. 401(k) Savings Plan.

         (a)      Applicability of the Plan. The provisions of the Plan shall
                  become fully applicable to an Employee who was a participant
                  in the Integration Technologies L.L.C. 401(k) Savings Plan
                  (the "Prior Plan").

         (b)      Accounts. The Plan Accounts maintained for each Employee who
                  was a participant under the Prior Plan have been transferred
                  to and merged with the Plan. Each Account so transferred from
                  the Prior Plan shall continue under this Plan as a Prior Plan
                  Before-Tax Contributions Account, a Prior Plan Employer
                  Contributions Account or a Prior Plan Rollover Contributions
                  Account (the "Prior Plan Accounts").

         (c)      Vesting. Each Participant with a Prior Plan Account shall have
                  his nonforfeitable interest in his Prior Plan Account
                  determined in accordance with Article VI of the Plan (as if
                  such Prior Plan Account were a comparable Plan Account);
                  provided that the following provisions shall apply in lieu of
                  the provisions of Section 6.1(c) of the Plan:

                  (i)      A Participant shall have a nonforfeitable interest in
                           his Prior Plan Employer Contributions Account
                           according to the following schedule:

<TABLE>
<CAPTION>
                                     Years of Service       Nonforfeitable
                                     ----------------         Percentage
                                                            --------------
                                     <S>                    <C>

                                       Less than 1                 0%
                                            1                     50%
                                            2                     75%
                                        3 or more                100%
</TABLE>

                  (ii)     Notwithstanding subsection (i) above, each
                           Participant in the Prior Plan as of August 31, 1997
                           shall have a nonforfeitable interest in amounts held
                           in his Prior Plan Employer Contributions Account as
                           of such date. Each such Participant shall have a
                           nonforfeitable interest in amounts credited to his
                           Prior Plan Employer Contributions Account on and
                           after September 1, 1997 in accordance with subsection
                           (i) above.

<PAGE>   58

                  (iii)    Notwithstanding subsections (i) and (ii) above, each
                           Participant in the Prior Plan as of March 31, 1998
                           shall have a nonforfeitable interest in amounts held
                           in his Prior Plan Employer Contributions Accounts as
                           of such date.

                  (iv)     Notwithstanding the foregoing, the Service of a
                           Participant who is transferred to employment with an
                           Employer from employment with Tele-Communications,
                           Inc. (and subsidiaries) or the Company (and
                           subsidiaries) shall include Hours of Service earned
                           while employed by Tele-Communications, Inc. (and
                           subsidiaries) or the Company (and subsidiaries).

         (d)      In-Service Withdrawals. Each Participant with a Prior Plan
                  Account may make in-service withdrawals in accordance with
                  Section 7.3 of the Plan (as if such Prior Plan Account were a
                  comparable Plan Account).

         (e)      Loans. A Participant may request a loan from his Prior Plan
                  Account in accordance with Section 7.5 of this Plan.

         (f)      Payment of Account Balances. Distribution of a Participant's
                  Prior Plan Account shall be made in accordance with the
                  provisions of Article VII.

         (g)      Directed Investment. Each Participant with a Prior Plan
                  Account may direct the investment of his Prior Plan Account in
                  accordance with Article V of the Plan.

D-2.     Use of Terms. All terms and provisions of the Plan shall apply to this
         Supplement D, except that where the terms and provisions of the Plan
         and this Supplement D conflict, the terms and provisions of this
         Supplement D shall govern.


                                       2
<PAGE>   59

                                  SUPPLEMENT E

                   Former Employees of Arris Interactive, LLC

E-1.     Special Provisions for Former Employees of Arris Interactive, LLC.

         (a)      Applicability of the Plan. The provisions of the Plan shall
                  become fully applicable to an Employee who is hired by an
                  Employer on or after July 26, 2001 and who, prior to such
                  employment by such Employer, was an employee of Arris
                  Interactive, LLC ("Arris") (such Employees are hereafter
                  referred to as "Former Arris Employees").

         (b)      Participation. Notwithstanding the provisions of Section 3.2,
                  Former Arris Employees who are former participants in the
                  Northern Telecom Inc. Long Term Investment Plan shall be
                  eligible to participate in the Plan as of the date of initial
                  employment with an Employer.

         (c)      Service. Former Arris Employees shall be given credit for
                  Years of Service with Arris for purposes of participation and
                  vesting under the Plan.

E-2.     Use of Terms. All terms and provisions of the Plan shall apply to this
         Supplement E, except that where the terms and provisions of the Plan
         and this Supplement E conflict, the terms and provisions of this
         Supplement E shall govern.