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                                                                    Exhibit 10.2



                            SCIENTIFIC-ATLANTA, INC.

                        1996 EMPLOYEE STOCK OPTION PLAN



                                         As amended by the Board of Directors on
                                                               February 18, 2001
<PAGE>

                            SCIENTIFIC-ATLANTA, INC.
                            ------------------------

                        1996 EMPLOYEE STOCK OPTION PLAN
                        -------------------------------
                 (As amended and restated on February 18, 2001)



       1.   PURPOSE.
            -------

       This Plan is intended to provide incentive to key Employees of the
Corporation and its Subsidiaries, to encourage proprietary interest in the
Corporation by its Employees, to encourage such key Employees to remain in the
employ of the Corporation and its Subsidiaries, and to attract new Employees
with outstanding qualifications.

       2.   DEFINITIONS.
            -----------

       Unless otherwise defined herein or the context otherwise requires, the
capitalized terms used herein shall have the following meanings:

            (a) "Administrator" shall mean the officer of the Corporation
                 -------------
       appointed by the Committee pursuant to Section 4 hereof.

            (b) "Board" shall mean the Board of Directors of the Corporation.
                 -----

            (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
                 ----

            (d) "Committee" shall mean the Human Resources and Compensation
                 ---------
       Committee, a committee appointed by the Board.

            (e) "Common Stock" shall mean, unless otherwise specifically
                 ------------
       provided, the common stock of the Corporation and any class of common
       shares of the Corporation into which such common stock may hereafter be
       converted, exchanged or reclassified.

            (f) "Corporation" shall mean Scientific-Atlanta, Inc., a Georgia
                 -----------
       corporation.

            (g) "Disability" shall mean the condition of an individual who is
                 ----------
       unable to engage in any substantial gainful activity by reason of any
       physical or mental impairment which is classified as a disability in the
       Corporation's Long Term Disability Plan.

            (h) "Employee" shall mean an individual who is employed (within the
                 --------
       meaning of Section 3401 of the Code and the regulations thereunder) by
       the Corporation or a Subsidiary (i.e., an individual with respect to whom
                                        ----
       income taxes must be withheld from compensation).

            (i) "Exercise Price" shall mean the price per Share of Common Stock,
                 --------------
       determined by the Committee, at which an Option may be exercised.

                                       1
<PAGE>

            (j) "Fair Market Value" shall mean the value of one (1) Share of
                 -----------------
       Common Stock, and shall be equal to the closing sale price as reported on
       the New York Stock Exchange Composite on the date of valuation or, if no
       sale occurred on that date, then the mean between the closing bid and
       asked prices on such exchange on such date.  If the Common Stock ceases
       to be listed on the New York Stock Exchange, then the Fair Market Value
       on the date of valuation shall be determined in good faith by the
       Committee, and such determination shall be conclusive and binding on all
       persons.  If the date of valuation is not a business day, the closing
       price as reported on the New York Stock Exchange Composite on the last
       business day preceding the date of valuation shall be utilized.

            (k) "Option" shall mean any stock option granted pursuant to this
                 ------
       Plan.  All Options shall be granted on the date the Committee takes the
       necessary action to approve the grant.  However, if the minutes or other
       action of the Committee provide that an Option is to be granted as of
       another date, the date of grant shall be such other date.

            (l) "Option Agreement" shall mean a written stock option agreement
                 ----------------
       evidencing a particular Option.

            (m) "Optionee" shall mean an Employee who has received an Option.
                 --------

            (n) "Plan" shall mean this Scientific-Atlanta, Inc. 1996 Employee
                 ----
       Stock Option Plan, as it may be amended from time to time.

            (o) "Purchase Price" shall mean the Exercise Price times the number
                 --------------
       of Shares with respect to which an Option is exercised.

            (p) "Retirement" shall mean voluntary termination of employment
                 ----------
       after the date on which the Employee (i) has completed five (5) years of
       service with the Corporation, and (ii) the sum of the Employee's age and
       years of service with the Corporation is equal to sixty-five (65).

            (q) "Share" shall mean one (1) share of Common Stock, adjusted in
                 -----
       accordance with Section 9 of this Plan (if applicable).

            (r) "Subsidiary" shall mean any corporation at least fifty percent
                 ----------
       (50%) of the total combined voting power of which is owned by the
       Corporation or by another Subsidiary.

       3.   EFFECTIVE DATE.
            --------------

       This Plan was adopted by the Board effective November 13, 1996. This Plan
shall terminate as provided in Section 8 below.

       4.   ADMINISTRATION.
            --------------

            (a) Committee.  Unless otherwise determined by the Board from time
                ---------
       to time, Option grants under this Plan shall be made by the Committee.
       Acts of a majority of the Committee at a meeting at which a quorum is

                                       2
<PAGE>

       present, or acts reduced to or approved in writing by the unanimous
       consent of the members of the Committee, shall be the valid acts of the
       Committee.

            The Committee shall from time to time at its discretion select the
       Employees who are to be granted Options, determine the number of Shares
       to be optioned to each Optionee and set the terms of the Options.  No
       member of the Committee shall be liable for any action or determination
       made in good faith with respect to this Plan or any Option granted
       hereunder.

            (b) Administrator.  The Committee shall appoint an officer of the
                -------------
       Corporation as the Administrator of the Plan.  The Administrator shall
       have full authority to construe, interpret and administer the Plan, and,
       except as to matters which are expressly reserved herein for
       determination by the Board or the Committee, the Administrator's
       decisions and determinations in the administration of the Plan shall be
       final, conclusive and binding on all persons, including, without
       limitation, the Corporation, the shareholders and directors of the
       Corporation and any persons having any interests in any Options granted
       under this Plan.

       5.   PARTICIPATION.
            -------------

       The Optionees shall be those key Employees of the Corporation or the
Subsidiaries to whom Options may be granted from time to time by the Committee.

       6.   STOCK.
            -----

       The stock subject to Options granted under this Plan shall be Shares of
the Corporation's authorized but unissued or reacquired Common Stock.  The
aggregate number of Shares which may be issued upon exercise of Options under
this Plan shall not exceed Fifteen Million (15,000,000).  The number of Shares
subject to Options outstanding at any time shall not exceed the number of Shares
remaining available for issuance under this Plan.  Whenever an Optionee's rights
to exercise an Option as to any Shares shall cease for any reason before he or
she has exercised such Option as to such Shares, the Option shall be deemed
terminated to that extent and such Shares shall again be available for issuance
under this Plan.  The limitations established by this Section 6 shall be subject
to adjustment in the manner provided in Section 9 hereof upon the occurrence of
an event specified in Section 9.

       7.   TERMS AND CONDITIONS OF OPTIONS.
            -------------------------------

            (a) Stock Option Agreements.  Options shall be evidenced by written
                -----------------------
       Option Agreements in such form as the Committee shall from time to time
       determine.  Such Option Agreements shall comply with and be subject to
       the terms and conditions set forth herein.

            (b) Option Exercisable.  Except as otherwise provided in this Plan,
                ------------------
       Options held by an Optionee may be exercised only while the Optionee is
       employed by the Corporation or a Subsidiary.

            (c) Number of Shares.  Each Option shall state the number of Shares
                ----------------
       to which it pertains.

                                       3
<PAGE>

            (d) Exercise Price.  Each Option shall state the Exercise Price,
                --------------
       which shall not be less than the Fair Market Value on the date of grant.
       The Exercise Price shall be subject to adjustment as provided in Section
       9 hereof.

            (e) Medium and Time of Payment.  Upon the exercise of any Option,
                --------------------------
       the Purchase Price shall be paid in full in United States dollars by
       certified check or other form of payment acceptable to the Administrator;
       provided, however, that if the applicable Option Agreement so provides,
       or the Committee, in its sole discretion otherwise approves thereof, the
       Purchase Price may be paid, (i) by the surrender of Shares, in good form
       for transfer, owned by the person exercising the Option and having a Fair
       Market Value on the date of exercise equal to the Purchase Price, or (ii)
       in any combination of cash and Shares, as long as the sum of the cash so
       paid and the Fair Market Value of the Shares so surrendered equals the
       Purchase Price.

            In the event the Corporation determines that it is required to
       withhold state or Federal income tax as a result of the exercise of an
       Option, as a condition to the exercise thereof an Optionee must make
       arrangements satisfactory to the Administrator to enable it to satisfy
       such withholding requirements.  Payment of such withholding requirements
       may be made, at the election of the Optionee, (i) in cash, (ii) by
       delivery of Shares registered in the name of Optionee, which Shares have
       a Fair Market Value at the time of exercise equal to the amount to be
       withheld, (iii) by the Corporation withholding Shares subject to the
       Option, which Shares have a Fair Market Value at the time of exercise
       equal to the amount to be withheld, or (iv) any combination of (i), (ii)
       and (iii) above.

            (f) Term and Time for Exercise.  Each Option shall state the time or
                --------------------------
       times when all or part thereof becomes exercisable.  No Option shall be
       exercisable more than ten (10) years (or less, in the discretion of the
       Committee) from the date it was granted.  If the Committee does not
       determine otherwise, any Option granted under this Plan:

                (1)  Shall be exercisable as to not more than 25% of the total
            number of Shares covered by the Option immediately upon, and during
            the year following, the date of the grant;

                (2)  Shall be exercisable as to not more than 50% of the total
            number of Shares covered by the Option on, and during the year
            following, the first anniversary of the date of grant;

                (3)  Shall be exercisable as to not more than 75% of the total
            number of Shares covered by the Option on, and during the year
            following, the second anniversary of the date of grant; and

                (4)  Shall be fully exercisable on the third anniversary of the
            date of grant and thereafter prior to expiration of the Option.

            If the Committee does not determine otherwise with respect to any
       Option granted hereunder, in the event that the employment of the
       Optionee by the Corporation or any Subsidiary of the Corporation
       terminates for any

                                       4
<PAGE>

       reason whatsoever, other than death or Retirement, prior to the Option(s)
       held by that person becoming fully exercisable as provided above, such
       Option(s) shall automatically expire with respect to the unexercisable
       portion on the date of termination of employment without any further
       action or documentation.

            (g) Non-transferability of Options.  During the lifetime of the
                ------------------------------
       Optionee, the Option shall be exercisable only by the Optionee and shall
       not be assignable or transferable. In the event of the Optionee's death,
       the Option shall not be transferable by the Optionee other than by will
       or the laws of descent and distribution.  Any other attempted alienation,
       assignment, pledge, hypothecation, attachment, execution or similar
       process, whether voluntary or involuntary, with respect to all or any
       part of any Option or right hereunder, shall be null and void and, at the
       Corporation's option, shall cause all of the Optionee's rights under the
       Option to terminate.

            (h) Change in Control of the Corporation.
                ------------------------------------

                (1)  Contrary Provisions.  Notwithstanding anything contained in
                     -------------------
            this Plan to the contrary, in the event of a Change in Control, the
            provisions of this Subsection 7(h) shall govern and supersede any
            inconsistent terms or provisions of this Plan.

                (2)  Change in Control.  For purposes of this Plan, a "Change in
                     -----------------
            Control" shall mean any of the following events:

                     (a)  The acquisition in one or more transactions by any
                "Person" (as the term person is used for purposes of Section
                13(d) or 14(d) of the Securities Exchange Act of 1934, as
                amended (the "1934 Act")), of "Beneficial Ownership" (within the
                meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty
                percent (20%) or more of the combined voting power of the
                Corporation's then outstanding voting securities (the "Voting
                Securities"), provided, however, that for purposes of this
                              --------  -------
                Subsection 7(h)(2)(a), the Voting Securities acquired directly
                from the Corporation by any Person shall be excluded from the
                determination of such Person's Beneficial Ownership of Voting
                Securities (but such Voting Securities shall be included in the
                calculation of the total number of Voting Securities then
                outstanding); or

                     (b)  The individuals who are members of the Incumbent Board
                (as hereinafter defined), cease for any reason to constitute at
                least two-thirds of the Board for purposes of this Subsection
                7(h)(2)(b). The "Incumbent Board" shall include the individuals
                who as of August 20, 1990 are members of the Board and any
                individual becoming a director subsequent to August 20, 1990
                whose election, or nomination for election by the Corporation's
                stockholders, was approved by a vote of at least two-thirds of
                the directors then comprising the Incumbent Board; provided,
                                                                   --------
                however, that any individual who is not a member of the
                -------
                Incumbent Board at the time he or she becomes

                                       5
<PAGE>

                a member of the Board shall become a member of the Incumbent
                Board upon the completion of two full years as a member of the
                Board; provided, further, however, that notwithstanding the
                       --------  -------  -------
                foregoing, no individual shall be considered a member of the
                Incumbent Board if such individual initially assumed office (i)
                as a result of either an actual or threatened "election contest"
                (within the meaning of Rule 14a-11 promulgated under the 1934
                Act) or other actual or threatened solicitation of proxies or
                consents by or on behalf of a Person other than the Board (a
                "Proxy Contest"), or (ii) with the approval of the other Board
                members, but by reason of any agreement intended to avoid or
                settle a Proxy Contest; or

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

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

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

                                       6
<PAGE>

                Beneficially Owned by the Subject Person, then a Change in
                Control shall occur.

                      Notwithstanding anything contained in this Plan to the
                contrary, if a Change in Control takes place and an Optionee's
                employment is terminated prior to the completed Change in
                Control and the Optionee reasonably demonstrates that such
                termination (i) was at the request of a third party who has
                indicated an intention or taken steps reasonably calculated to
                effect a Change in Control and who effectuates a Change in
                Control or (ii) otherwise occurred in connection with or in
                anticipation of a Change in Control which actually occurs, then
                for all purposes of this Plan, the date of a Change in Control
                in respect of such Optionee shall mean the date immediately
                prior to the date of termination of such Optionee's employment.

                (3)   Time for Exercise Upon a Change in Control.  Upon a Change
                      ------------------------------------------
            in Control, all options granted under this Plan that are held by
            Employees at the time of such Change in Control shall become
            immediately exercisable in full, without regard to the years that
            have elapsed from the date of grant.

                (4)   Termination of Employment Following Change in Control.  If
                      -----------------------------------------------------
            an Optionee's employment terminates following a Change in Control
            other than for "cause" (as hereinafter defined), the applicable
            provisions of Subsection 7(i) of this Plan shall apply except that
            as of and after the date of the Change in Control, the Administrator
            shall not make any determination or take any action in connection
            with an Optionee's termination of employment which would cause any
            option granted under this Plan (i) to not be exercisable in full or
            (ii) to expire earlier than the latest date allowable under
            Subsection 7(i) as applicable.

                (5)   Amendment or Termination.
                      ------------------------

                      (a)  Subsection 7(h) of this Plan shall not be or
                terminated at any time.

                      (b)  Any amendment or termination of this Plan prior to a
                Change in Control which (1) was at the request of a third party
                who has indicated an intention or taken steps reasonably
                calculated to effect a Change in Control, or (2) otherwise arose
                in connection with or in anticipation of a Change in Control,
                shall be null and void and shall have no effect whatsoever.

            (i) Cessation of Employment; etc.  After an Optionee ceases to be an
                ----------------------------
       Employee, his or her rights to exercise any unexercised Option then held
       by the Optionee shall be determined as provided in this Subsection 7(i).
       No Option may be exercised after its term expires or the Option is
       otherwise canceled.

                                       7
<PAGE>

                  (1)  Retirement.
                       ----------

                       (a)  For Options granted prior to August 18, 1999, if an
                  Optionee ceases to be an Employee because of Retirement (and
                  not on account of termination for "cause" (as hereinafter
                  defined)), such Optionee may exercise the Option immediately
                  with respect to (i) the Shares which he or she could have
                  purchased at the time of Retirement, and (ii) any Shares which
                  would have become available for purchase under the Option if
                  the Optionee's employment had continued for one year after the
                  date of Retirement. To the extent unexercised, such Option,
                  granted prior to August 18, 1999, shall expire two (2) years
                  after the date of Retirement or the date of expiration of the
                  Option as shown in the applicable Option Agreement, whichever
                  shall occur first.

                       (b)  For Options granted on or after August 18, 1999, if
                  an Optionee ceases to be an Employee because of Retirement
                  (and not on account of termination for "cause" (as hereinafter
                  defined)), such Optionee may exercise the Option immediately
                  with respect to the Shares which he or she could have
                  purchased at the time of Retirement. Additionally, if the
                  Committee does not determine otherwise with respect to any
                  Option, the right to exercise such Option shall continue to
                  vest for a period of three (3) years after the Optionee's
                  Retirement. To the extent unexercised, if the Committee does
                  not determine otherwise with respect to any Option, such
                  Option, granted on or after August 18, 1999, shall expire
                  three (3) years after the date of Retirement or the date of
                  expiration of the Option as shown in the applicable Option
                  Agreement, whichever shall occur first.

                  (2)  Death.  If the Committee does not determine otherwise
                       -----
              with respect to any Option, upon the death of an Employee who at
              the time of his or her death holds an Option, the Option shall be
              exercisable (by the executor or the administrator of the deceased
              Optionee's estate or by a person who acquired the right to
              exercise the option by bequest or inheritance or by reason of such
              death) for a period of three (3) years after such Employee's
              death, with respect to all Shares covered by the Option,
              regardless of whether the Option was exercisable as to such Shares
              prior to the Optionee's death. Notwithstanding the foregoing, the
              Committee may, in a special case, permit a longer period for
              exercise of an Option after death of an Optionee, but in no event
              shall such period extend beyond the date of expiration of the
              Option as set forth in the Option Agreement.

                  (3)  Disability. If the Committee does not determine otherwise
                       ----------
              with respect to any Option, if an Optionee ceases active service
              as an Employee by reason of Disability, such Optionee shall have
              the right to exercise the Option at any time within twelve (12)
              months after such cessation of employment, but except as provided
              in the applicable Option Agreement, only to the extent that, at
              the date of such

                                       8
<PAGE>

              cessation of employment, the Optionee's right to exercise such
              Option had accrued pursuant to the terms of the applicable Option
              Agreement and had not previously been exercised.

                  (4)  Termination for Cause. If the Committee does not
                       ---------------------
              determine otherwise with respect to any Option, if an Optionee's
              employment is terminated for "cause" (as hereinafter defined),
              such Optionee's Option(s) shall expire immediately upon the giving
              to such Optionee of the notice of such termination. "Cause," for
              purposes of this Subsection 7(i), shall mean dishonest or
              fraudulent conduct which would normally be considered as
              sufficient basis for discharging an employee from a management
              and/or a supervisory position, or negligence, inaction or
              misconduct which constitutes failure by the Optionee to meet such
              Optionee's obligations and perform such Optionee's duties of
              employment.

                  (5)  Other Reasons.  If the Committee does not determine
                       -------------
              otherwise with respect to any Option, if an Optionee ceases to be
              an Employee for any reason other than those mentioned above in
              Subsections (1), (2), (3) or (4), the Optionee shall have the
              right to exercise the Option at any time within thirty (30) days
              following such cessation, discharge or termination, but, except as
              otherwise provided in the applicable Option Agreement, only to the
              extent that, at the date of cessation, discharge or termination,
              the Optionee's right to exercise such Option had accrued pursuant
              to the terms of the applicable Option Agreement and had not
              previously been exercised.

                  (6)  Leave of Absence.  An Optionee's employment with the
                       ----------------
              Corporation shall not be considered as having been terminated
              while the Optionee is on military or sick leave or other bona fide
              leave of absence (such as temporary employment by the Government)
              if the period of such leave does not exceed ninety (90) days, or,
              if longer, so long as the Optionee's right to re-employment with
              the Corporation is guaranteed either by statute or by contract.
              Where the period of such leave exceeds ninety (90) days and where
              the Optionee's rights to re-employment is not guaranteed either by
              statute or by contract, the Optionee's employment will be deemed
              to have terminated on the ninety-first (91st) day of such leave.

              (j) Rights as a Stockholder.  No one shall have rights as a
                  -----------------------
       stockholder with respect to any Shares covered by his or her Option until
       the date of the issuance of a stock certificate for such Shares.  No
       adjustment shall be made for dividends (ordinary or extraordinary,
       whether in cash, securities or other property), distributions or other
       rights for which the record date is prior to the date such stock
       certificate is issued, except as provided in Section 9 hereof.

              (k) Modification, Extension and Renewal of Options.  Within the
                  ----------------------------------------------
       limitations of this Plan, the Committee may modify, extend or renew
       outstanding Options or accept the cancellation of outstanding Options (to
       the extent not previously exercised) for the granting of new Options in
       substitution therefor.  The foregoing notwithstanding, no modification of
       an Option shall,

                                       9
<PAGE>

       without the consent of the Optionee, alter or impair any rights or
       obligations under any Option previously granted.

            (l)  Other Provisions. The Option Agreements authorized under this
                 ----------------
       Plan may contain such other provisions not inconsistent with the terms of
       this Plan as the Committee shall deem advisable (including, without
       limitation, restrictions upon the exercise of the Option or subjecting
       the Shares issued pursuant to the exercise of an Option to rights of
       repurchase by the Corporation).

            (m)  Substitution of Option.  Notwithstanding any inconsistent
                 ----------------------
       provisions or limits under this Plan, in the event the Corporation
       acquires (whether by purchase, merger or otherwise) all or substantially
       all of the outstanding capital stock or assets of another corporation by
       any reorganization or other transaction qualifying under Section 425 of
       the Code, the Committee may, in accordance with the provisions of that
       Section, substitute options under this Plan for options under the plan of
       the acquired company provided (i) the excess of the aggregate Fair Market
       Value of the Shares subject to an Option immediately after the
       substitution over the aggregate Option Price of such Shares is not more
       than the similar excess immediately before such substitution and (ii) the
       new Option does not give persons additional benefits, including any
       extension of the exercise period.

       8.   TERM OF PLAN.
            ------------

       Options may be granted pursuant to this Plan until the expiration of this
Plan on November 13, 2005.

       9.   RECAPITALIZATIONS.
            -----------------

       The number of Shares covered by this Plan as provided in Section 6
hereof, the number of Shares covered by each outstanding Option and the Exercise
Price thereof shall be proportionately adjusted for any increase or decrease in
the number of issued Shares resulting from a subdivision or consolidation of
Shares or the payment of a stock dividend (but only of Common Stock) or any
other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Corporation.

       Unless provisions are made for the continuance of this Plan or the
assumption by, or the substitution for outstanding Options of new options
covering the stock of, a successor employer corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices, in the event of any merger, consolidation, reorganization,
liquidation or dissolution of the Corporation, or any exchange of Shares, each
outstanding Option shall automatically be deemed to pertain to the securities
and other property to which a holder of the number of Shares covered by the
Option would have been entitled to receive in connection with any such event,
and shall no longer pertain to the Shares.  A dissolution or liquidation of the
Corporation shall cause each outstanding Option to terminate.

       To the extent that the foregoing adjustments relate to securities of the
Corporation, such adjustments shall be made by the Committee, whose
determination shall be conclusive and binding on all persons.

                                       10
<PAGE>

       Except as expressly provided in this Section 9, the Optionee shall have
no rights by reason of any subdivision or consolidation of shares of stock of
any class, the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Corporation of shares of stock of any class,
or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.

       The grant of an Option pursuant to this Plan shall not affect in any way
the right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

       10.  SECURITIES LAW REQUIREMENTS.
            ---------------------------

            (a) Securities Act Requirements.  No Option granted pursuant to this
                ---------------------------
       Plan shall be exercisable in whole or in part, and the Corporation shall
       not be obligated to sell any Shares subject to any such Option, if such
       exercise and sale would, in the opinion of counsel for the Corporation,
       violate the Securities Act of 1933 (or other Federal or State statutes
       having similar requirements) as it may be in effect at that time.

            As a condition to the issuance of any Shares upon exercise of an
       Option under this Plan, the Administrator may require the Optionee to
       furnish a written representation that he is acquiring the shares for
       investment and not with a view to distribution to the public.  Such
       representations shall be required in cases where, in the opinion of the
       Administrator, they are necessary to enable the Corporation to comply
       with the provisions of the Securities Act of 1933, and any shareholder
       who gives such representation shall be released from it at such a time as
       the shares to which it applies are registered pursuant to the Securities
       Act of 1933.

            (b) Listing and Regulatory Requirements.  Each Option shall be
                -----------------------------------
       subject to the further requirements that if at any time the Committee
       shall determine in its discretion that the listing or qualification of
       the shares of stock subject to such Option under any securities exchange
       requirements or under any applicable law, or the consent or approval of
       any governmental regulatory body, is necessary or desirable as a
       condition of, or in connection with, the granting of such Option or the
       issue of Shares thereunder, such Option may not be exercised in whole or
       in part unless and until such listing, qualification, consent or approval
       shall have been effected or obtained free of any conditions not
       acceptable to the Committee.

       11.  AMENDMENT OF THIS PLAN.
            ----------------------

       The Board may from time to time, with respect to any Shares at the time
not subject to Options, suspend or discontinue this Plan or revise or amend it
in any respect whatsoever.

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<PAGE>

       12.  APPLICATION OF FUNDS.
            --------------------

       The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option will be used for general corporate
purposes.

       13.  EXECUTION.
            ---------

       To record the adoption of this Plan as amended and restated by the Board
on February 18, 2001, the Corporation has caused this Plan to be executed by its
authorized officers.


                                           SCIENTIFIC-ATLANTA, INC.



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



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

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