Exhibit 10.1









                              COMMSCOPE, INC.
                              ---------------

                   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                   --------------------------------------




                          AS AMENDED AND RESTATED
                        EFFECTIVE FEBRUARY 24, 2006

<PAGE>

                                 ARTICLE I
                                 ---------

                                INTRODUCTION
                                ------------

     1.1 Effective Date. The effective date of the Plan is June 8, 1990, as
amended and restated effective January 1, 2001, as further amended and
restated effective December 15, 2004, and as further amended and restated
herein, effective February 24, 2006.

     1.2 Purpose. The purpose of the Plan is to provide supplemental
retirement benefits for a select group of management and/or highly
compensated employees of CommScope, Inc. and its Subsidiaries. The Plan is
an unfunded arrangement that is not intended to qualify under Section
401(a) of the Code, nor be generally subject to ERISA.

     1.3 Legal Effect. The terms and conditions of the Plan as amended and
restated herein shall amend and supersede, prospectively and in its
entirety, the terms and conditions of the CommScope, Inc. Supplemental
Executive Retirement Plan originally adopted June 8, 1990, as amended and
restated effective January 1, 2001, and as further amended and restated
effective December 15, 2004. The provisions of the Plan as in effect prior
to January 1, 2001 shall continue to govern the benefits and rights of all
Participants who were retired under the terms of the Plan as of December
31, 2000.

     1.4 Administration. The Plan shall be administered by the Board or a
Committee appointed by the Board.

                                ARTICLE II
                                ----------

                                DEFINITIONS
                                -----------

     2.1 Administrator shall mean the Board, or the Committee appointed by
the Board, responsible for the overall operation and administration of the
Plan.

     2.2 Annual Compensation shall mean the Compensation paid to a
Participant by the Company for the Plan Year.

     2.3 Annual Compensation Cap shall mean the lesser of (i) the
limitation amount set forth under Section 401(a)(17) of the Code for the
applicable Plan Year, and (ii) the amounts as set forth in Appendix A for
the applicable Plan Year.

     2.4 Beneficial Owner, Beneficial Ownership, Beneficially Owned and
Beneficially Owning shall have the meanings applicable under Rule 13d-3
promulgated under the Exchange Act.

     2.5 Beneficiary shall mean the person or persons designated by the
Participant to receive a distribution of Plan benefits upon the death of
such Participant.

     2.6 Board shall mean the Board of Directors of the Company.

     2.7 Cause shall mean a Participant's commission of fraud,
embezzlement, gross misconduct, or other felonies against the Company.

     2.8 Change of Control means, any of the following:

          (a)  An acquisition (other than directly from the Company) of any
Voting Securities by any "Person" (as the term "person" is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934
(the "Exchange Act")), immediately after which such Person has Beneficial
Ownership of more than thirty-three percent (33%) of (i) the
then-outstanding shares of common stock of the Company (the "Shares") or
(ii) the combined voting power of the Company's then-outstanding Voting
Securities; provided, however, that in determining whether a Change in
Control has occurred pursuant to this paragraph (a), the acquisition of
Shares or Voting Securities in a Non-Control Acquisition (as hereinafter
defined) shall not constitute a Change in Control. A "Non-Control
Acquisition" shall mean an acquisition by (i) an employee benefit plan (or
a trust forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person the majority of the voting power, voting equity
securities or equity interest of which is owned, directly or indirectly, by
the Company (for purposes of this definition, a "Related Entity"), (ii) the
Company or any Related Entity, or (iii) any Person in connection with a
Non-Control Transaction (as hereinafter defined);

          (b)  The individuals who, as of February 24, 2006, are members of
the Board (the "Incumbent Board"), cease for any reason to constitute at
least two-thirds of the members of the Board or, following a Merger (as
hereinafter defined), the board of directors of (i) the corporation
resulting from such Merger (the "Surviving Corporation"), if fifty percent
(50%) or more of the combined voting power of the then-outstanding voting
securities of the Surviving Corporation is not Beneficially Owned, directly
or indirectly, by another Person (a "Parent Corporation") or (ii) if there
is one or more than one Parent Corporation, the ultimate Parent
Corporation; provided, however, that, if the election, or nomination for
election by the Company's common shareholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of the Plan, be considered a member of the
Incumbent Board; and provided, further, however, that no individual shall
be considered a member of the Incumbent Board if such individual initially
assumed office as a result of an actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a
"Proxy Contest"), including by reason of any agreement intended to avoid or
settle any Proxy Contest; or

          (c)  The consummation of:

               (i) A merger, consolidation or reorganization (x) with or
          into the Company or (y) in which securities of the Company are
          issued (a "Merger"), unless such Merger is a "Non-Control
          Transaction." A "Non-Control Transaction" shall mean a Merger in
          which:

                    (A) the shareholders of the Company immediately before
               such Merger own directly or indirectly immediately following
               such Merger at least a majority of the combined voting power
               of the outstanding voting securities of (1) the Surviving
               Corporation, if there is no Parent Corporation or (2) if
               there is one or more than one Parent Corporation, the
               ultimate Parent Corporation;

                    (B) the individuals who were members of the Incumbent
               Board immediately prior to the execution of the agreement
               providing for such Merger constitute at least a majority of
               the members of the board of directors of (1) the Surviving
               Corporation, if there is no Parent Corporation, or (2) if
               there is one or more than one Parent Corporation, the
               ultimate Parent Corporation; and

                    (C) no Person other than (1) the Company or another
               corporation that is a party to the agreement of Merger, (2)
               any Related Entity, or (3) any employee benefit plan (or any
               trust forming a part thereof) that, immediately prior to the
               Merger, was maintained by the Company or any Related Entity,
               or (4) any Person who, immediately prior to the Merger had
               Beneficial Ownership of thirty-three percent (33%) or more
               of the then outstanding Shares or Voting Securities, has
               Beneficial Ownership, directly or indirectly, of
               thirty-three percent (33%) or more of the combined voting
               power of the outstanding voting securities or common stock
               of (x) the Surviving Corporation, if there is no Parent
               Corporation, or (y) if there is one or more than one Parent
               Corporation, the ultimate Parent Corporation.

               (ii) A complete liquidation or dissolution of the Company;
          or

               (iii) The sale or other disposition of all or substantially
          all of the assets of the Company and its Subsidiaries taken as a
          whole to any Person (other than (x) a transfer to a Related
          Entity or (y) the distribution to the Company's shareholders of
          the stock of a Related Entity or any other assets).

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

     2.9 Code shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     2.10 Committee shall mean a committee created by the Board to
determine compensation matters involving officers and directors. Any
function exercisable by such Committee may also be exercised by the Board
if no such Committee is ever created or is created and subsequently
disbanded. Members of the Committee may be Board members or other officers
of the Company as designated by the Board.

     2.11 Company shall mean CommScope, Inc., and any successor corporation
or other legal entity thereto.

     2.12 Compensation in respect of any Plan Year shall mean the cash
salary and wages paid to the Participant by the Company, including annual
bonuses and commissions earned and accrued in respect of such Plan Year
(whether or not actually paid in that Plan Year), but excluding payments
associated with any other employee benefit plan, profit sharing plan, long
term incentive or stock and stock option programs provided by the Company.
Compensation shall also include any salary reduction contributions made by
the Company under another Company sponsored employee benefit plan that
satisfies the requirements of Section 125 or Section 401(k) of the Code.

     2.13 Early Retirement Date shall mean, unless determined otherwise by
the Administrator on a case-by-case basis, the first day of the calendar
month coincident with or next following the later of the Participant's 55th
birthday and the completion of 10 years of Service with the Company.

     2.14 Earnings shall mean the notional investment amounts periodically
credited to each Participant's Special Account or Regular Account.

     2.15 ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

     2.16 Normal Retirement Date shall mean the first day of the calendar
month coincident with or next following the Participant's 65th birthday.

     2.17 Participant shall mean any individual actively employed by the
Company or a Subsidiary who is a member of a select group of management
and/or highly compensated employees and who is designated a Participant by
the Board or the Committee.

     2.18 Plan shall mean the CommScope, Inc. Supplemental Executive
Retirement Plan as Amended and Restated effective February 24, 2006, as
further amended from time to time.

     2.19 Plan Year shall mean the calendar year.

     2.20 Regular Account shall mean the individual account established for
each Participant to which the Company credits an annual Company
contribution and Earnings as provided in Article IV herein.

     2.21 Service shall mean the period of full time employment of a
Participant with (i) the Company, (ii) a prior parent corporation and/or a
prior Subsidiary, or (iii) a Subsidiary or parent corporation.
Notwithstanding the above, at the complete discretion of the Board or
Committee, Service for purposes of determining any Participant's Special
Account may include all or any part of a Participant's continuous full time
employment with the company with whom such Participant was employed
immediately prior to becoming employed by the Company or Subsidiary.

     2.22 Special Account shall mean the initial individual account
established for each Participant to which the Company credits a single lump
sum amount and Earnings thereafter as provided in Article IV herein.

     2.23 Subsidiary shall mean any corporation or other legal entity
(whether or not incorporated), in which the Company directly or indirectly
owns either (A) Voting Securities possessing at least 50% of the Voting
Power of such entity, or (B) if such entity does not issue Voting
Securities, at least 50% of the ownership interests in such entity.

     2.24 Supplemental Retirement Account Balance shall mean the total of
the Participant's Regular Account and Special Account, including Earnings
thereon, as of any date.

     2.25 Survivor's Benefit shall mean the Supplemental Retirement Account
Balance payable to the Participant's Beneficiary in accordance with Article
V herein.

     2.26 Separation from Service shall mean the separation of a
Participant's active Service with the Company or any Subsidiary, division
or unit whether by voluntary or involuntary separation, retirement, or
death.

     2.27 Voting Power shall mean the combined voting power of the then
outstanding Voting Securities.

     2.28 Voting Securities shall mean, with respect to the Company or any
Subsidiary, any securities issued by the Company or such Subsidiary,
respectively, which generally entitle the holder thereof to vote for the
election of directors of the Company.

                                ARTICLE III
                                -----------

          DESIGNATION OF PARTICIPANTS AND ELIGIBILITY FOR BENEFITS
          --------------------------------------------------------

     3.1 Designation of Participants. An employee shall become a
Participant in the Plan when the Board or the Committee has (i) approved
his selection to become a Participant in the Plan, (ii) determined the
amount of any Special Account to be credited to the employee, and (iii)
notified the employee, in writing, that he is a Participant in the Plan.
Such notice shall be given to a Participant by the Company with the
concurrence of the Board or the Committee and shall be accompanied by such
information as shall be deemed appropriate to describe the provisions of
the Plan and the benefits hereunder.

     3.2 Eligibility for Benefits. Benefits shall be payable in respect of
a Participant if:

          (a) the Participant's Separation from Service occurs on or after
his Normal Retirement Date;

          (b) the Participant's Separation from Service occurs on or after
his Early Retirement Date;

          (c) the Participant's Separation from Service occurs as a result
of his death while in active Service before his Early Retirement Date or
Normal Retirement Date and he is survived by his Beneficiary;

          (d) the Participant experiences a Disability, as defined in
Section 5.5;

          (e) the Participant experiences an involuntary Separation from
Service with the Company for reasons other than for Cause; or

          (f) the Participant experiences a Separation from Service for any
reason other than by the Company for Cause within two (2) years of the date
of a Change in Control.

     Except as provided in (c), (d), (e) or (f) above, or upon a complete
termination of the Plan in accordance with section 8.1 below, no benefits
shall be payable hereunder with respect to any Participant whose Separation
from Service occurs prior to the earlier of his Early Retirement Date or
his Normal Retirement Date.

     3.3 Continued Employment after Normal Retirement Date. In the event a
Participant remains an active employee of the Company or any Subsidiary,
division or unit after his Normal Retirement Date, his right to benefits
under the Plan shall be fully vested, but no benefits shall be payable to
the Participant until the time set forth in Sections 5.1, 5.2, 5.3, or 5.5,
as applicable. In addition, any such Participant who remains an active
employee of the Company or any Subsidiary, division or unit after his
Normal Retirement Date, shall continue to be eligible to receive (i) annual
contributions to his Regular Account in accordance with Section 4.3 and
(ii) Earnings on his Special Account and Regular Account in accordance with
Section 4.5 hereof.

     3.4 Continued Eligibility for Benefits. Notwithstanding the above, the
Participant's rights to receive, or continue to receive, his Supplemental
Retirement Plan Account Balance shall be contingent on his:

          (a) rendering reasonable business consulting and advisory
services after a Separation from Service as the Company may reasonably
request from time to time; provided:

               (i) It is understood that such services shall not require
          the Participant to be active in the day-to-day activities of the
          Company, and that the Participant shall perform such services as
          an independent contractor.

               (ii) It is further understood that the Participant shall be
          reasonably compensated for such services in an amount to be then
          agreed upon, and he shall be reimbursed for all expenses incurred
          in performing such services.

          (b) not performing services similar to the services performed by
the Participant for the Company or any affiliate of the Company, in any
capacity, for any business enterprise which competes to a substantial
degree with the Company, nor engaging in any activity, including the
solicitation of the Company's employees, that involves substantial
competition with the Company, without the prior written consent of the
Company, during the greater of (i) the period during which the Participant
is entitled to payments hereunder, and (ii) two (2) years immediately
following the Participant's Separation from Service.

                                ARTICLE IV
                                ----------

                      SUPPLEMENTAL RETIREMENT BENEFITS
                      --------------------------------

     4.1 Supplemental Retirement Account Balance. All benefits under the
Plan shall be provided to each Participant from such Participant's
Supplemental Retirement Account Balance as established, maintained, and
distributed by the Company in accordance with the terms of the Plan. Each
Participant's Supplemental Account Balance shall be equal to the sum of
such Participant's Special Account and Regular Account including Earnings
thereon, as described herein.

     4.2 Special Account. The Company shall establish for each Participant
in the Plan an individual Special Account which shall, unless the Board or
the Committee determines in its sole discretion with respect to any
Participant to increase the amount of such Special Account, be equal to the
product of 5% of such Participant's Annual Compensation as earned over the
Plan Year immediately preceding the Plan Year in which the employee first
becomes a Participant, multiplied by the number of whole and fractional
years of Service completed by the Participant while employed by the Company
in a salary grade 17 or higher, as rendered prior to the January 1 of the
Plan Year in which the employee first becomes a Participant. Such Special
Account shall be credited with Earnings beginning with the Plan Year in
which the Special Account is first established, and accumulated balances
thereunder shall continue to be credited with Earnings until completely
distributed to the Participant, or his Beneficiary, if applicable.

     4.3 Regular Account. The Company shall establish for each Participant
in the Plan an individual Regular Account to which the Company shall credit
an annual contribution each December 31st with respect to each Participant
who as of such December 31st, is both a Participant in the Plan and is
actively employed by the Company or a Subsidiary. The annual contribution
credited to the Regular Account of any Participant who is in a salary grade
above grade 17 as of December 31 of the Plan Year for which the
contribution is determined, shall, unless the Board or the Committee
determines in its discretion with respect to any Plan Year to increase the
amount of such contribution, be equal to 5% of such Participant's Annual
Compensation up to the Annual Compensation Cap, plus 15% of such
Participant's Annual Compensation in excess of the Annual Compensation Cap.

     The annual contribution credited to the Regular Account of any
Participant who is in a salary grade 17 or below as of December 31 of the
Plan Year for which the contribution is determined, shall, unless the Board
or the Committee determines in its discretion with respect to any Plan Year
to increase the amount of such contribution, be equal to 5% of such
Participant's Annual Compensation up to the Annual Compensation Cap, plus
10% of such Participant's Annual Compensation in excess of the Annual
Compensation Cap.

     Contributions credited to the Regular Account shall be credited with
Earnings beginning with the Plan Year immediately following its
determination, and accumulated balances thereunder shall continue to be
credited with Earnings until completely distributed to the Participant, or
his Beneficiary, if applicable. In addition, the Board or the Committee may
at its discretion credit to a Participant's Regular Account, at any time or
from time to time, a special lump sum contribution. Such special lump sum
contributions to a Participant's Regular Account shall be credited with
Earnings beginning with the Plan Year in which the contribution is
determined, and accumulated balances thereunder shall continue to be
credited with Earnings until completely distributed to the Participant, or
his Beneficiary, if applicable.

     4.4 Determination of Regular Account Credit in Year of Separation from
Service. If a Participant first experiences a Separation from Service other
than as of December 31 of a Plan Year and qualifies for benefits under
Article III of the Plan, he shall be eligible for a partial contribution
credit to his Regular Account. The partial credit shall be determined as of
the date of his Separation from Service by first computing the annualized
value of the excess of the Participant's Compensation over the Annual
Compensation Cap, then multiplying such amount by the applicable
contribution percentage factors set forth in section 4.3 above, and then
multiplying the resulting amount by a prorated factor equal to the number
of completed months of Service as of the Separation from Service date
divided by 12.

     For purposes of this section 4.4, the portion of the Participant's
Annual Compensation considered attributable to his bonus or commission
shall be his target bonus or commission (deemed achieved at a 100% level of
performance, if applicable) as in effect for the year during which the
Separation from Service occurs. If it is subsequently determined that his
actual bonus or commission attributable to the year of his Separation from
Service is other than such target bonus or commission amount, then the
Administrator may recalculate the partial contribution credit to his
Regular Account to reflect such difference and may adjust the remaining
balance of the Participant's Supplemental Retirement Account accordingly.
Such recalculations and adjustments shall be completed as soon as
practicable following the determination of the actual bonus or commission
amounts payable, and any resulting adjustments shall be credited with
Earnings as set forth herein.

     4.5 Determination and Crediting of Earnings. The Earnings credited to
each Participant's Special Account and Regular Account for each Plan Year
shall be determined by the Administrator prior to the beginning of such
Plan Year and shall be communicated to each Participant. For the Plan Year
beginning January 1, 2006, and for each subsequent Plan Year thereafter
until changed by the Administrator, the Earnings credited to each
Participant's Special Account and Regular Account shall be at a rate of six
percent (6%) per annum; provided, however, that the Earnings to be credited
shall be reviewed on or before December 31, 2010 and reset if the
Administrator determines that it is appropriate to do so and shall be
further reviewed (and reset if appropriate) not less frequently than every
five (5) years. Earnings shall be credited to each Participant's Special
Account or Regular Account from time to time during each Plan Year in which
the Participant retains an undistributed amount in his Supplemental
Retirement Account Balance.

                                 ARTICLE V
                                 ---------

                       ELECTION; PAYMENT OF BENEFITS
                       -----------------------------

     5.1 Commencement of Benefit Payments. Except as provided in Sections
5.3, 5.5 and 5.6, payment of a Participant's Supplemental Retirement
Account Balance to a Participant who becomes eligible for payments due to a
Separation from Service described in Article III of the Plan shall be made
in a single lump-sum payment on the January 31st or July 31st next
following such Participant's Separation from Service (the "Payment
Commencement Date").

     5.2 Deferral of Payment Commencement Date. A Participant may elect to
defer his Payment Commencement Date to a later Payment Commencement Date
specified by the Participant or change the payment method from a lump-sum
payment to annual installments over a period of 5, 10 or 15 years, provided
that such elections (i) will not be effective for 12 months after the date
on which such election is made, (ii) must be made not less than 12 months
prior to the date of the first scheduled payment, and (iii) must provide
that the later Payment Commencement Date is at least 5 years after the
previously scheduled Payment Commencement Date, and (iv) must be submitted
to and approved by the Administrator. Once the first installment has been
made, no further changes in the duration of the payment method will be
permitted.

     5.3 Payment of Survivor's Benefit. In the event of the Participant's
death prior to the complete distribution of his Supplemental Retirement
Account Balance, distribution of any remaining amounts shall be made to the
Participant's Beneficiary in a single lump sum as soon as practicable
following the death of the Participant and the determination of the
Beneficiary. If no Beneficiary designation is in effect at the time of the
Participant's death, or if the Beneficiary is missing or has predeceased
the Participant, the Survivor's Benefit shall be made to the personal
representative of the Participant's estate in accordance with applicable
state law.

     5.4 Designation of Beneficiary. Each Participant shall designate in
writing, as soon as practicable following becoming a Participant, the
Beneficiary who shall receive the Survivor's Benefit upon his death. The
Participant may change his Beneficiary from time to time, at his
discretion, by notifying the Administrator in writing.

     5.5 Payments in the Event of Disability. In the event that a
Participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months (a "Disability") he shall be entitled to
his Supplemental Retirement Account Balance. The payment of the
Supplemental Retirement Account Balance shall be made in a single lump sum
as soon as practicable following the determination of the Participant's
Disability. Such determination of Disability shall be made by the
Administrator based on medical evidence deemed acceptable by the
Administrator. Such evidence may include the Participant's qualification
for disability payments under Social Security, and/or payments under a
Company sponsored long-term disability insurance program.

     5.6 Payment in the Event of a Separation from Service following a
Change of Control. In the event that a Participant experiences a Separation
from Service for any reason other than by the Company for Cause within two
(2) years of the date of a Change in Control, the Participant shall receive
the full value of his Supplemental Retirement Account Balance in the form
of a single lump sum payment as soon as practicable following his
Separation from Service.

     5.7 Valuation of Benefit Payments. All distributions under the Plan
shall be based upon the amount credited to the Participant's Supplemental
Retirement Account Balance as determined as of the business day immediately
preceding the date of distribution. In the event that the benefit payments
are in the form of annual installments, each installment shall be
determined by dividing the amount of the Supplemental Retirement Account
Balance, determined as of the business day immediately preceding the date
of such installment, by the remaining number of installments, including the
current installment, to be paid.

     5.8 Investment to Facilitate Payment of Benefits. Although the Company
is not obligated to invest any specific asset or fund, or purchase any
insurance contract in order to provide a means for the payment of any
liabilities under the Plan, the Company may elect to do so at any time, but
without any obligation to continue such investment or other payment
vehicles for any particular period of time.

     5.9 Payments to "Specified Employees". Notwithstanding any other
provision in the Plan, the payment of a lump sum benefit owed to any
Participant pursuant to the Plan who is a "specified employee" as defined
under Section 409A of the Code and any regulations issued thereunder shall
be delayed until the six-month anniversary of the Participant's Separation
from Service and shall be paid in a lump sum as soon as practicable after
such anniversary; provided, however, that this Section 5.9 shall not apply
if (i) the Participant has properly elected to defer the Payment
Commencement Date pursuant to Section 5.2, (ii) the Participant's
Separation from Service occurs by reason of his or her death, or (iii)
Section 409A of the Code and guidance issued thereunder permit payment to
be made without such delay.

                                ARTICLE VI
                                ----------

                     FUNDING AND PARTICIPANT'S INTEREST
                     ----------------------------------

     6.1 Supplemental Executive Retirement Plan Unfunded. The Plan shall at
all times be considered entirely unfunded for both federal and state income
tax purposes and for purposes of Title I of ERISA and no trust shall be
created by or for the Plan. The crediting to each Participant's Special
Account or Regular Account, as the case may be, shall be made through
recordkeeping entries. No actual funds shall be set aside; provided,
however, that nothing herein shall prevent the Company from establishing
one or more grantor trusts from which benefits due under the Plan may be
paid in certain instances. All distributions shall be paid by the Company
from its general assets and a Participant (or his or her beneficiary) shall
have the rights of a general unsecured creditor against the Company for any
distributions due hereunder. The Plan constitutes a mere promise by the
Company to make benefit payments in the future.

     6.2 Participant's Interest in Plan. A Participant has an interest only
in the total value of the amount credited to his Regular Account and his
Special Account.

                                ARTICLE VII
                                -----------

                     ADMINISTRATION AND INTERPRETATION
                     ---------------------------------

     7.1 Administration. The Administrator shall be in charge of the
overall operation and administration of the Plan. The Administrator, to the
extent appropriate and in addition to the powers described elsewhere in the
Plan, has full discretionary authority to construe and interpret the terms
and provisions of the Plan; to perform all acts, including the delegation
of its administrative responsibilities to advisors or other persons who may
or may not be employees of the Company; and to rely upon the information or
opinions of legal counsel or experts selected to render advice with respect
to the Plan, as it shall deem advisable, with respect to the administration
of the Plan.

     7.2 Interpretation. The Administrator may take action, correct any
defect, supply any omission or reconcile any inconsistency in the Plan, or
in any election hereunder, in the manner and to the extent it shall deem
necessary to carry the Plan into effect or to carry out the Company's
purposes in adopting the Plan. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Company or the
Administrator arising out of, or in connection with, the Plan, shall be
within the absolute discretion of each of them, and shall be final, binding
and conclusive on the Company, and all Participants and Beneficiaries and
their respective heirs, executors, administrator, successors and assigns.
The Administrator's determinations hereunder need not be uniform, and may
be made selectively among eligible employees whether or not they are
similarly situated.

     7.3 Records and Reports. The Administrator and its designees shall
keep a record of proceedings and actions and shall maintain or cause to be
maintained all such books of account, records, and other data as shall be
necessary for the proper administration of the Plan. Such records shall
contain all relevant data pertaining to individual Participants and their
rights under the Plan. The Administrator shall have the duty to administer
the Plan in a manner consistent with all rights or benefits provided
hereunder to the extent assets of the Company are properly available.

     7.4 Payment of Expenses. The Company shall bear all expenses incurred
by the Administrator in administering the Plan. If a claim or dispute
arises concerning the rights of a Participant or Beneficiary to amounts
deferred under the Plan, regardless of the party by whom such claim or
dispute is initiated, the Company shall, upon presentation of appropriate
vouchers, pay all legal expenses, including reasonable attorney's fees,
court costs, and ordinary and necessary out-of-pocket costs of attorneys,
billed to and payable by the Participant or by anyone claiming under or
through the Participant (such person being hereinafter referred to as the
"Participant's Claimant"), in connection with the bringing, prosecuting,
defending, litigating, negotiating, or settling of such claim or dispute;
provided that:

          (a) The Participant or the Participant's Claimant shall repay the
Company any such expenses theretofore paid or advanced by the Company if
and to the extent that the party disputing the Participant's rights obtains
a final judgment in its favor from a court of competent jurisdiction from
which no appeal may be taken, whether because the time to do so has expired
or otherwise, and it is determined by the court that such expenses were not
incurred by the Participant or the Participant's Claimant while acting in
good faith; provided further, that

          (b) In the case of any claim or dispute initiated by a
Participant or the Participant's Claimant, such claim shall be made, or
notice of such dispute given, with specific reference to the provisions of
the Plan, to the Administrator within two (2) years, (three (3) years in
the event of a Change of Control) after the occurrence of the event giving
rise to such claim or dispute.

     7.5 Indemnification for Liability. The Company shall indemnify the
Administrator and the employees of the Company to whom the Administrator
delegates duties under the Plan against any and all claims, losses,
damages, expenses and liabilities arising from their responsibilities in
connection with the Plan, unless the same is determined to be due to gross
negligence or willful misconduct.

     7.6 Claims Procedure. If a claim for benefits or for participation
under the Plan is denied in whole or in part, the claimant will receive
written notification from the Company within ninety (90) days following
receipt of such claim by the Administrator. The notification will include
specific reasons for the denial, specific reference to pertinent provisions
of the Plan, a description of any additional material or information
necessary to process the claim and why such material or information is
necessary, and an explanation of the claims review procedure.

     7.7 Review Procedure. Within ninety (90) days after the claim is
denied, a claimant (or his duly authorized representative) may file a
written request with the Administrator for a review of his denied claim.
The claimant may review pertinent documents that were used in processing
his claim, submit pertinent documents, and address issues and comments in
writing to the Administrator. The Administrator will notify the claimant of
the final decision in writing within forty-five (45) days following receipt
of such written request by the Administrator. In this response, the
Administrator will explain the reason for the decision, with specific
references to pertinent Plan provisions on which the decision was based.

     7.8 Legal Claims. In no event may a claimant commence legal action for
benefits the claimant believes are due the claimant until the claimant has
exhausted all of the remedies and procedures afforded the claimant by this
Article VII. No such legal action may be commenced more than two (2) years
after the date of the Administrator's final review decision, described in
Section 7.7 above.

     7.9 Participant and Beneficiary Information. Each Participant shall
keep the Administrator informed of his current address and the current
address of his designated Beneficiary or Beneficiaries. The Administrator
shall not be obligated to search for any person. If such person is not
located within two (2) years after the date on which payment of the
Participant's benefits payable under the Plan may first be made, payment
may be made as though the Participant or his Beneficiary had died at the
end of such two (2) year period.

                               ARTICLE VIII
                               ------------

                         AMENDMENT AND TERMINATION
                         -------------------------

     8.1 Amendment and Termination. The Company shall have the right, at
any time, to amend or terminate the Plan in whole or in part provided that
such amendment or termination shall not adversely affect the right of any
Participant or Beneficiary to payment of the Participant's Regular Account
and/or Special Account balances, including amounts earned but not yet
credited to such accounts. If the Plan is discontinued with respect to
future credits to the Participant's Regular Account, the Participant's
Supplemental Retirement Account Balance shall be distributed in accordance
with the provisions of Article V. If the Plan is completely terminated by
the Company, each Participant shall receive distribution of his entire
Supplemental Retirement Account Balance in one lump sum cash payment as of
the date of the Plan termination as designated by the Administrator,
provided that no payments than those otherwise payable under the terms of
the Plan absent a termination of the Plan are made within 12 months after
the Plan termination and all payments are made within 24 months of the
termination of the Plan.

                                ARTICLE IX
                                ----------

                          MISCELLANEOUS PROVISIONS
                          ------------------------

     9.1 Right of the Company to Take Employment Actions. The adoption and
maintenance of the Plan shall not be deemed to constitute a contract
between the Company and any Participant, nor to be a consideration for, nor
an inducement or condition of, the employment of any person. Nothing herein
contained, or any action taken hereunder, shall be deemed to give any
Participant the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Participant at any
time, nor shall it be deemed to give to the Company the right to require
the Participant to remain in its employ, nor shall it interfere with the
Participant's right to terminate his or her employment at any time. Nothing
in the Plan shall prevent the Company from amending, modifying, or
terminating any other benefit plan.

     9.2 Alienation or Assignment of Benefits. A Participant's rights and
interest under the Plan shall not be assigned or transferred except as
otherwise provided herein, and the Participant's rights to benefit payments
under the Plan shall not be subject to alienation, pledge or garnishment by
or on behalf of creditors (including heirs, beneficiaries, or dependents)
of the Participant or of a Beneficiary. Notwithstanding the preceding, the
Administrator may direct distributions pursuant to the Plan to an alternate
payee pursuant to a Qualified Domestic Relations Order (QDRO), as defined
in Section 414(p) of the Code, prior to any distribution date described in
the Plan.

     9.3 Right to Withhold. To the extent required by law in effect at the
time a distribution is made from the Plan, the Company or its agents shall
have the right to withhold or deduct from any distributions or payments any
taxes required to be withheld by federal, state or local governments.

     9.4 Construction. All legal questions pertaining to the Plan shall be
determined in accordance with the laws of the State of North Carolina, to
the extent such laws are not superseded by ERISA or any other federal law.

     9.5 Headings. The headings of the Articles and Sections of the Plan
are for reference only. In the event of a conflict between a heading and
the contents of an Article or Section, the contents of the Article or
Section shall control.

     9.6 Number and Gender. Whenever any words used herein are in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply, and references to the
male gender shall be construed as applicable to the female gender where
applicable, and vice versa.

     9.7 Severability. If any provision of the Plan is invalid, in whole or
in part, such provision shall to that extent be severable and shall not
affect the remainder of such provision or any other provision of the Plan.

<PAGE>

                                 APPENDIX A

          ----------------------------------------------------------

                            PROJECTED PAY CAP AT 3.00%

          --------------------------------- ------------------------

                        YEAR                           PAY CAP

          --------------------------------- ------------------------
                        2001                           170,000
                        2002                           180,000
                        2003                           180,000
                        2004                           190,000
                        2005                           190,000
                        2006                           200,000
                        2007                           210,000
                        2008                           210,000
                        2009                           220,000
                        2010                           230,000
          --------------------------------- ------------------------