SUPERIOR
TELECOM INC. STOCK
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Amended
and Restated Effective as of July 1, 2001)  ARTICLE
I  PURPOSE  The purpose of the Plan is to enhance the
profitability and value of the Company for the benefit of its stockholders by
enabling the Company to:  (i) require
Non-Employee Directors to elect either shares of Deferred Stock or Stock
Options with respect to 50% of their Retainer Fees; and (ii) permit
Non-Employee Directors to elect either shares of Deferred Stock or Stock
Options, in lieu of cash payment of their Retainer Fees, thereby attracting,
retaining and rewarding Non-Employee Directors and strengthening the mutuality
of interests between Non-Employee Directors and the Companys stockholders.  ARTICLE II  DEFINITIONS  For purposes of this Plan, the following terms shall
have the following meanings:  2.1           Award
shall mean any award under this Plan of any: (i) Deferred Stock; or (ii) Stock
Option.  2.2           Board shall mean the Board of Directors
of the Company.  2.3           Cause shall mean an act or failure to act
that constitutes cause for removal of a director under applicable Delaware
law.  2.4           Change in Control shall have the meaning
set forth Section 9.2  .2.5          Code shall mean the Internal Revenue Code
of 1986, as amended.  Any reference to
any section of the Code shall also be a reference to any successor provision  2.6           Common Stock shall mean common stock,
$.01 par value per share, of the Company.  2.7           Company shall mean Superior TeleCom Inc.
or any successor corporation by merger, consolidation or transfer of assets
substantially as a whole.  2.8           Deemed Dividends shall mean the amount of
dividends (whether stock or cash), if any, which are declared on a share of
Common Stock multiplied by the number of shares of Common Stock credited to the
Deferred Stock Account.  
   2.9           Deferral Period shall mean the period
beginning on the date Deferred Stock is credited to a Non-Employee Directors
Deferred Stock Account and ending on a Non-Employee Directors Termination of
Directorship (other than a Termination of Directorship for Cause).  Notwithstanding the foregoing, a
Non-Employee Director may irrevocably elect to terminate the Deferral Period
prior to a Termination of Directorship on a form prescribed by the Board,
provided that the Deferral Period may terminate only on a date that is at least
six (6) months after the date on which a Non-Employee Director makes such
election.  In no event may the Deferral
Period extend beyond a Non-Employee Directors Termination of Directorship.  2.10         Deferred Stock shall mean an Award of
shares of Common Stock under this Plan that is subject to the provisions under
Article VI.  2.11         Deferred Stock Account shall mean the
individual account established pursuant to Article VI to which a Non-Employee
Directors Deferred Stock is credited.  2.12         Effective Date shall mean January 1,
1999.  The Plan was previously amended
and restated as of May 1, 2000 and the amendments contained herein shall become
effective on July 1, 2001.  2.13         Exchange Act shall mean the Securities
Exchange Act of 1934, as amended.  2.14         Fair Market Value shall mean for purposes
of this Plan, unless otherwise required by any applicable provision of the Code
or any regulations issued thereunder, as of any date, the last sales price
reported for the Common Stock on the applicable date: (i) as reported by the
principal national securities exchange in the United States on which it is then
traded or the Nasdaq Stock Market, Inc.; or (ii) if not traded on any such
national securities exchange or the Nasdaq Stock Market, Inc., as quoted on an
automated quotation system sponsored by the National Association of Securities
Dealers.  If the Common Stock is not
readily tradable on a national securities exchange, the Nasdaq Stock Market,
Inc. or any system sponsored by the National Association of Securities Dealers,
its Fair Market Value shall be set in good faith by the Board on the advice of
a registered investment adviser (as defined under the Investment Advisers Act
of 1940).  Notwithstanding anything
herein to the contrary, if selected by the Board, Fair Market Value means the
price for Common Stock set by the Board in good faith based on reasonable
methods set forth under Section 422 of the Code and the regulations thereunder
including, without limitation, a method utilizing the average of prices of the
Common Stock reported on the principal national securities exchange on which it
is then traded during a reasonable period designated by the Board.  2.15         Meeting Fee(s) shall mean any fees to
which a Non-Employee Director is entitled for attending Board meetings
(including by telephonic means) or for attending the meetings of any Board
committee (including by telephonic means) of which the Non-Employee Director is
a member.  Meeting Fees shall not
include expense  2 
   reimbursements, amounts realized upon the exercise of a Stock Option,
Deferred Stock or any other amounts paid to the Non- Employee Director.  2.16         Non-Employee Director shall mean any
non-employee director of the Company who is not an employee of the
Company.  Any director who acts on
behalf of the Company as an officer but who does not receive any compensation
for such services shall be treated as a non-employee for purposes of
eligibility hereunder.  2.17         Plan shall mean the Superior TeleCom Inc.
Stock Compensation Plan for Non- Employee Directors, as may be amended from
time to time.  2.18         Restricted Stock shall mean an Award of
shares of Common Stock under this Plan that is subject to the restrictions
under Article VI  (as may have been
granted prior to July 1, 2001).  2.19         Retainer Fee(s) shall mean the fee to
which a Non-Employee Director is entitled for service on the Board as a
director during a fiscal year of the Company, including, without limitation,
any annual retainer fees and any committee chairmanship fees.  Retainer Fees shall not include expense
reimbursements, amounts realized upon the exercise of a Stock Option, Deferred
Stock or any other amounts paid to the Non-Employee Director.  2.20         Retirement shall mean a Non-Employee
Directors failure to stand for reelection or the failure to be reelected after
a Participant has attained age sixty-five (65).  2.21         Rule 16b-3 shall mean Rule 16b-3 under
Section 16(b) of the Exchange Act as then in effect or any successor
provisions.  2.22         Stock Option shall mean an option to
purchase shares of Common Stock granted to Non-Employee Directors pursuant to
this Plan.  No Stock Option awarded
under this Plan is intended to be an incentive stock option within the
meaning of Section 422 of the Code.  2.23         Termination of Directorship shall mean
that the Non-Employee Director has ceased to be a director (whether as a
non-employee director or an employee director) of the Company.  2.24         Transfer or Transferred shall mean anticipate, alienate, attach, sell,
assign, pledge, encumber, charge or otherwise transfer.  3 
   ARTICLE  III  ADMINISTRATION  3.1           The Board.  The Plan shall be administered and interpreted by the Board.  3.2           Duties of the Board.  The Board shall have full authority to
interpret the Plan and to decide any questions and settle all controversies and
disputes that may arise in connection with the Plan; to establish, amend and
rescind rules for carrying out the Plan; to administer the Plan, subject to its
provisions; to prescribe the form or forms of instruments evidencing Awards and
any other instruments required under the Plan and to change such forms from
time to time; and to make all other determinations and to take all such steps
in connection with the Plan and the Awards as the Board, in its sole
discretion, deems necessary or desirable.  3.3           Advisors.  The Company or the Board may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan, and may rely upon any advice or opinion received from any such counsel or
consultant and any computation received from any such consultant or agent.  Expenses incurred for the engagement of such
counsel, consultant or agent shall be paid by the Company.  3.4           Decisions Final.  Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Company or the Board
(or any of its members) arising out of or in connection with the Plan shall be
within the absolute discretion of the Company or the Board, as the case may be,
and shall be final, binding and conclusive on the Company and all Non-Employee
Directors and their respective heirs, executors, administrators, successors and
assigns.  ARTICLE  IV  SHARES;
ADJUSTMENT UPON CERTAIN EVENTS  4.1           Shares to be Delivered.  Shares to be issued under the Plan shall be
made available only from issued shares of Common Stock reacquired by the
Company and held in treasury.  4.2           Adjustments Upon
Certain Events.  (a)           Adjustments.  The existence of the Plan and any Award granted hereunder shall
not affect in any way the right or power of the Board or the stockholders of
the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Companys capital structure or its
business, any merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stocks ahead of or affecting Common
Stock, the dissolution or liquidation of the Company or any sale or transfer of
all or part of the assets or business of the Company, or any other corporate
act or proceeding.  4 
   (b)           Capital Structure.  In the event of (i) any such change in the
capital structure or business of the Company by reason of any stock dividend or
distribution, stock split or reverse stock split, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, distribution with respect to its outstanding Common Stock or capital
stock other than Common Stock, sale or transfer of all or part of its assets or
business, reclassification of its capital stock, or any similar change
affecting the Companys capital structure or business and (ii) the Board
determines an adjustment is appropriate under the Plan, then the aggregate
number and kind of shares which thereafter may be issued under this Plan, the
number and kind of shares to be issued upon exercise of an outstanding Stock
Option granted under this Plan and the purchase price thereof shall be
appropriately adjusted consistent with such change in such manner as the Board
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, Non-Employee Directors under this Plan or as
otherwise necessary to reflect the change, and any such adjustment determined
by the Board shall be binding and conclusive on the Company and all Non-Employee
Directors and employees and their respective heirs, executors, administrators,
successors and assigns.  (c)           Fractional Shares.  Fractional shares of Common Stock resulting
from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be aggregated
until, and eliminated at, the time of exercise by rounding-down for fractions
less than one-half (1⁄2) and rounding-up for fractions equal to or greater than
one-half (1⁄2).  No cash settlements shall
be made with respect to fractional shares eliminated by rounding.  Notice of any adjustment shall be given by
the Board to each Non-Employee Director whose Award has been adjusted and such
adjustment (whether or not such notice is given) shall be effective and binding
for all purposes of the Plan.  (d)           Acquisition Events.  If the Company shall not be the surviving
corporation in any merger or consolidation, or if the Company is to be
dissolved or liquidated, then, unless the surviving corporation assumes the
Stock Options or substitutes new Stock Options which are determined by the
Board in its sole discretion to be substantially similar in nature and
equivalent in terms and value for Stock Options then outstanding, upon the
effective date of such merger, consolidation, liquidation or dissolution, any
unexercised Stock Options shall expire without additional compensation to the
holder thereof; provided, that, the Board shall deliver notice to each
non-employee director at least twenty days prior to the date of consummation of
such merger, consolidation, dissolution or liquidation which would result in
the expiration of the Stock Options and during the period from the date on
which such notice of termination is delivered to the consummation of the
merger, consolidation, dissolution or liquidation, such Non-Employee Director
shall have the right to exercise in full effective as of such consummation all
Stock Options that are then outstanding (without regard to limitations on
exercise otherwise contained in the Stock Options) but contingent on occurrence
of the merger, consolidation, dissolution or liquidation, and, provided that,
if the contemplated transaction does not take place within a ninety day period
after giving such  5 
   notice for any reason whatsoever, the notice, accelerated vesting and
exercise shall be null and void and, if and when appropriate, new notice shall
be given as aforesaid.  ARTICLE
V  ELECTIONS  5.1           Non-Employee Director
Elections.  (a)           The
Company shall pay 50% of a Non-Employee Directors Retainer Fees in the form of
Deferred Stock or Stock Options, as elected by the Non-Employee Director in
accordance with Section 5.2 below. 
Notwithstanding the foregoing, solely with respect to the period
commencing on January 1, 2001 and ending on December 31, 2001, the Company
shall not pay any portion of a Non-Employee Directors Retainer Fees in the
form of Stock Options and the Non-Employee Director shall not be permitted to
elect to receive payment of any portion of Retainer Fees in the form of Stock
Options.  (b)           Each
Non-Employee Director may also elect, in accordance with Section 5.2 below, to
receive Awards of Deferred Stock or Stock Options in lieu of receiving a cash
payment of all or a portion of Retainer Fees not covered by Section 5.1(a).  Notwithstanding the foregoing, solely with
respect to the period commencing on January 1, 2001 and ending on December 31,
2001, the Company shall not pay any portion of a Non-Employee Directors
Retainer Fees in the form of Stock Options and the Non-Employee Director shall
not be permitted to elect to receive payment of any portion of Retainer Fees in
the form of Stock Options.  Effective as
of July 1, 2001, a Non-Employee Director may not elect to receive Awards of Deferred
Stock or Stock Options in lieu of receiving a cash payment of all or a portion
of Meeting Fees.  Any Awards granted
prior to July 1, 2001 in lieu of receiving a cash payment of all or a portion
of Meeting Fees shall continue in effect subject to the terms and conditions of
such awards and the Plan as in effect prior to July 1, 2001.  5.2           Timing and Manner of
Election.  (a)           Method of Election.  Any election to receive Deferred Stock or
Stock Options as payment of Retainer Fees shall be made in writing to the Board
(on a form prescribed by the Board) prior to the first day of the Companys
fiscal year during which the Retainer Fees are earned; provided, however, that
with respect to the 1999 fiscal year, any election under Section 5.1 shall be
made in writing to the Board prior to the first regularly scheduled meeting of
the Board, but in no event later than January 31, 1999.  Each election, which shall be made in a
manner as determined by the Board in its sole and absolute discretion, shall
designate (i) whether the Retainer Fees are to be awarded in cash, Deferred
Stock or Stock Options; and (ii) the applicable percentage of Retainer Fees to
be awarded in cash, Deferred Stock or Stock Options.  6 
   (b)           Irrevocable Election.  An election under this Article V is
irrevocable and, except with respect to the 1999 fiscal year, is valid only for
the Companys fiscal year commencing immediately following the date of the
election.  (c)           Default Elections.  If no election is made or if a new election
is not made with respect to any subsequent fiscal year pursuant to Section
5.1(a), the Non-Employee Director shall be deemed to have made an election to
receive an Award of Deferred Stock for purposes of Section 5.1(a).  If no election is made or if a new election
is not made with respect to any subsequent fiscal year pursuant to Section
5.1(b), the Non- Employee Director shall be deemed to have made an election to
receive all Retainer Fees not covered by Section 5.1(a) in cash.  (d)           Mid-Year Participation.  An individual who becomes a Non-Employee
Director after the date by which an election would otherwise be required to be
made hereunder with respect to a fiscal year may elect to receive an Award
during that fiscal year by making an election, in the form required hereunder,
within thirty days after the individual becomes a Non-Employee Director and
such election shall become effective the first day of the month following the
date of the election.  5.3           Date of Grant.  Awards that are attributable to Retainer
Fees shall be made as of the first business day of each quarter of the
Companys fiscal year, which shall be treated as the dates of grant for such
Awards.  Unless the Board decides to
take specific action at grant with respect to an Award (provided that it is
consistent with the Plans terms), any grant of an Award hereunder shall be
automatic after giving effect to the election made by an Non-Employee Director
pursuant to Section 5.1 hereof without further action by the Board or the
stockholders of the Company.  ARTICLE
VI  DEFERRED
STOCK  6.1           Deferred Stock.  (a) 
As of each date of grant, as determined in accordance with Section 5.3
above, each Non-Employee Director shall receive that number of shares of
Deferred Stock determined by dividing (a) the amount of Retainer Fees that the
Non-Employee Director elected to receive in Deferred Stock, by (b) the lesser
of: (i) 100% of the Fair Market Value of the Common Stock on the first business
day of the Companys fiscal year and (ii) 100% of the Fair Market Value of the
Common Stock at the time of grant of the Deferred Stock.  Any fractional shares of Deferred Stock
resulting from the division of (a) by (b) shall be eliminated by rounding-down
for fractions less than one-half (1⁄2) and rounding-up for fractions equal to or
greater than one-half (1⁄2).  No cash
settlements shall be made with respect to fractional shares eliminated by
rounding.  7 
   6.2           Establishment of Deferred Stock Account.  (a) 
Deferred Stock shall be credited to the Non-Employee Directors Deferred
Stock Account as of the date of grant. 
Amounts deferred under the Plan shall be held solely in the form of
Common Stock.  (b)           Subject
to the receipt by the Board of a Non-Employee Directors written consent in
accordance with the procedures established by the Board, outstanding awards of
unvested Restricted Stock granted under this Plan prior to July 1, 2001 shall
be converted into Deferred Stock and shall be credited to the Non-Employee
Directors Deferred Stock Account as of July 1, 2001 and subject to the terms
of the Plan, as amended and restated as of July 1, 2001.  In the event the Board does not receive a
Non-Employee Directors consent to the conversion of outstanding awards of
unvested Restricted Stock, such awards shall continue in effect subject to the
terms and conditions of such awards and the Plan as in effect prior to July 1,
2001.  6.3           Vesting.  A Non-Employee Directors Deferred Stock Account shall be fully
vested at all times.  6.4           Ownership.  Prior to the end of the Deferral Period, the Non-Employee
Director shall not have any rights as a stockholder of the Company with respect
to shares of Common Stock held in a Non-Employee Directors Deferred Stock
Account, except the right to have Deemed Dividends, if any, credited to his or
her Deferred Stock Account and adjustments made to the shares of Common Stock
under the Deferred Stock Account under Article IV.  6.5           Additions to Deferred Stock Account.  At such time or times as any dividends on
Common Stock shall be distributed to the Companys stockholders, the Company
shall credit to the Deferred Stock Account the Deemed Dividends.  Deemed Dividends so credited to the Deferred
Stock Account which are cash dividends shall be reinvested in shares of Common
Stock (based on the fair market value of such shares on the date the dividend
is paid).  6.6           Commencement of Benefits.  (a) 
Except as otherwise provided in this Section 6.6 and Article IX, a
Non-Employee Directors Deferred Stock Account shall be paid to the
Non-Employee Director (or, in the case of the Non-Employee Directors death, to
his or her beneficiary, as designated by the Non-Employee Director on a form
acceptable by the Board, or, if no beneficiary is designated, to the
Non-Employee Directors spouse, or if the Non-Employee Director is not married,
to the Non-Employee Directors estate) in a lump sum payment payable solely in
shares of Common Stock as soon as administratively practicable after the end of
the Deferral Period.  A Non-Employee Director
shall not be entitled to, and the Company shall not be obligated to pay to such
Non-Employee Director, the whole or any part of the amounts deferred under the
Plan to the Deferred Stock Account, except as provided in the Plan.  Any remaining fractional shares of Common
Stock shall be treated in the manner described in Section 4.2(c) hereof.  8 
   (b)           Notwithstanding
anything in this Plan to the contrary, if a Non-Employee Directors Termination
of Directorship is for Cause or if the Company obtains or discovers information
after Termination of Directorship that such Non-Employee Director had engaged
in conduct that would have justified a removal for Cause during such
directorship, a Non-Employee Directors Deferred Stock Account shall be
forfeited in its entirety as of the date of such Termination of Directorship or
the date the Company obtains or discovers such information.  If a Non-Employee Directors Deferred Stock
Account has already been distributed in accordance with Section 6.6(a) at the
time the Company obtains or discovers information after Termination of
Directorship that a Non-Employee Director had engaged in conduct that would
have justified a removal for Cause during such directorship, the Board may
direct that the Non-Employee Director shall pay over to the Company an amount
equal to the Fair Market Value of the shares of Common Stock distributed in
accordance with Section 6.6(a).  ARTICLE
VII  STOCK
OPTIONS  7.1           Stock Options.  As of each date of grant, as determined in
accordance with Section 5.3 above, each Non-Employee Director shall receive
that number of Stock Options determined by dividing (i) the amount of Retainer
Fees that the Non-Employee Director elected to receive in the form of Stock
Options, by (ii) the value of one Stock Option on the date of grant as
determined in good faith by the Board, based on the purchase price per share of
Common Stock determined in accordance with Section 7.2(a) and a Black-Scholes
Option pricing model (calculated by an accounting, investment banking or
appraisal firm selected by the Board) and such other factors as the Board deems
appropriate.  Any fractional number of
Stock Options resulting from the division of (i) by (ii) shall be eliminated by
rounding-down for fractions less than one-half (1⁄2) and rounding-up for
fractions equal to or greater than one-half (1⁄2).  No cash settlements shall be made with respect to fractional
shares eliminated by rounding.  7.2           Terms of Stock Options.  Stock Options granted under this Article VII
shall be subject to the following terms and conditions and shall be in such
form and contain such additional terms and conditions, not inconsistent with
terms of this Plan, as the Board shall deem desirable:  (a)           Stock Option Price.  The purchase price per share of Common Stock
deliverable upon the exercise of a Stock Option granted pursuant to Section 7.1
shall be the lesser of: (i) 100% of the Fair Market Value of such Common Stock
on the first business day of the Companys fiscal year; and (ii) 100% of the
Fair Market Value of such Common Stock at the time of the grant of the Stock
Option.  (b)           Agreement.  Awards of Stock Options shall be evidenced by an agreement
entered into between the Company and the Non-Employee Director.  9 
   (c)           Option Term.  If not previously exercised each Stock Option shall expire upon
the tenth anniversary of the date of the grant thereof.  (d)           Exercisability.  Except as otherwise provided in Section 7.3
or Article IX, any Stock Option granted under this Article VII shall vest and
become fully exercisable as of the third anniversary of the date the Award is
granted.  Notwithstanding the foregoing,
any Stock Option granted under this Article VII on or after July 1, 2001 shall
vest and become fully exercisable as of the six-month anniversary of the date
the Award is granted.  Upon a
Non-Employee Directors Retirement or voluntary resignation, all Stock Options
held by such Non-Employee Director and not previously exercisable shall become
fully vested and exercisable.  (e)           Method for Exercise.  Subject to the vesting provisions of Section
7.2(d), Stock Options may be exercised in whole or in part at any time during
the Stock Option term, by giving written notice of exercise to the Company
specifying the number of shares to be purchased.  Such notice shall be accompanied by payment in full of the
purchase price in cash, in the form of Common Stock owned by the Non-Employee Director
for at least 6 months (and for which the Non-Employee Director has good title
free and clear of any liens and encumbrances) based on the Fair Market Value of
the Common Stock on the payment date, in a combination thereof or such other
arrangement for the satisfaction of the purchase price, as the Board may
accept.  No shares of Common Stock shall
be issued until payment, as provided herein, therefor has been made or provided
for.  7.3           Termination of Directorship.  (a)           Termination of Directorship by Reason of Death.  If a Non-Employee Directors Termination of
Directorship is by reason of death, upon such Termination of Directorship, all
Stock Options held by such Non-Employee Director and not previously exercisable
shall become fully vested and exercisable. 
All Stock Options shall remain exercisable by the Non-Employee
Directors estate or by the person given authority to exercise such Stock
Options by his or her will or by operation of law, for the remainder of the
stated term of such Stock Option.  (b)           Termination of Directorship for Cause.  If a Non-Employee Directors Termination of
Directorship is for Cause or if the Company obtains or discovers information
after Termination of Directorship that such Non-Employee Director had engaged
in conduct that would have justified a removal for Cause during such
directorship, all Stock Options held by such Non-Employee Director shall
thereupon terminate and expire as of the date of such Termination of
Directorship or the date the Company obtains or discovers such information.  (c)           Termination of Directorship by Reason Other than Death
or for Cause.  If a
Non-Employee Directors Termination of Directorship is by any reason other than
death or for Cause, including, without limitation, Retirement, disability,
resignation, or failure to stand for reelection, all Stock Options held by such
Non-  10 
   Employee Director may be exercised, to the extent exercisable at the
Non-Employee Directors Termination of Directorship, by the Non- Employee
Director for the remainder of the stated term of such Stock Option.  7.4           Cancellation of Stock Options.  No Stock Options that were not vested during
the period such person serves as a director shall thereafter become exercisable
upon a Termination of Directorship for any reason or no reason whatsoever, and
such Stock Options shall terminate and become null and void upon a Termination
of Directorship.  ARTICLE
VIII  NON-TRANSFERABILITY  No Stock Option shall be Transferable by the
Non-Employee Director otherwise than by will or by the laws of descent and
distribution.  All Stock Options shall
be exercisable, during the Non-Employee Directors lifetime, only by the
Non-Employee Director.  Shares of
Deferred Stock under Article VI may not be Transferred prior to the date on which
such shares are issued.  No Award shall,
except as otherwise specifically provided by law or herein, be Transferable in
any manner, and any attempt to Transfer any such Award shall be void, and no
such Award shall in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person who shall be
entitled to such Award nor shall it be subject to attachment or legal process
for or against such person. 
Notwithstanding the foregoing, the Board may determine at the time of
grant or thereafter, that a Stock Option granted pursuant to Article VII that
is otherwise not Transferable pursuant to this Article VIII is Transferable in
whole or part and in such circumstances, and under such conditions, as
specified by the Board.  ARTICLE  IX  CHANGE
IN CONTROL PROVISIONS  9.1           Benefits.  Upon a Change in Control of the Company (as defined below): (i)
Stock Options granted and not previously exercisable shall vest and become
fully exercisable; and (ii) each Non-Employee Director shall receive his or her
entire Deferred Stock Account in a lump sum payment payable solely in shares of
Common Stock as soon as administratively practicable following such Change in
Control, but in no event later than five (5) days after the date of such Change
in Control.  Any remaining fractional
shares of Common Stock shall be treated in the manner described in Section
4.2(c) hereof.  9.2           Change in Control.  A Change in Control shall be deemed to
have occurred:  (a)           upon
any person as such term is used in Sections 13(d) and 14(d) of the Exchange
Act (other than the Company, any trustee or other fiduciary holding  11 
   securities under any employee benefit plan of the Company, any company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Common Stock of the
Company, as a group or individually by Steven S. Elbaum or The Alpine Group,
Inc.), becoming the owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing twenty-five
percent (25%) or more of the combined voting power of the Companys then
outstanding securities (including, without limitation, securities owned at the
time of any increase in ownership);  (b)           during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in paragraph (a), (c), or (d) of this section)
or a director whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a person
other than the Board whose election by the Board or nomination for election by
the Companys stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was previously
so approved, cease for any reason to constitute at least a majority of the
Board.  (c)           upon
the merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than fifty percent (50%) of the combined voting
power of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; provided, however, that a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no person (other than those covered by the
exceptions in (a) above) acquires more than twenty-five percent (25%) of the
combined voting power of the Companys then outstanding securities shall not
constitute a Change in Control of the Company; or  (d)           upon
the stockholders of the Company approval of a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Companys assets other than the sale of all or
substantially all of the assets of the Company to a person or persons who
beneficially own, directly or indirectly, at least fifty percent (50%) or more
of the combined voting power of the outstanding voting securities of the
Company at the time of the sale.  12 
   ARTICLE
X  TERMINATION
OR AMENDMENT OF THE PLAN  Notwithstanding any other provision of this Plan, the
Board may at any time, and from time to time, amend, in whole or in part, any
or all of the provisions of the Plan, or suspend or terminate it entirely,
retroactively or otherwise; provided, however, that, unless otherwise required
by law or specifically provided herein, the rights of a Non-Employee Director
with respect to Awards granted prior to such amendment, suspension or
termination, may not be impaired without the consent of such Non-Employee
Director.  The Board may amend the terms of any Award granted,
prospectively or retroactively, but, subject to Section 7.3 and Article IX
above or as otherwise specifically provided herein, no such amendment or other
action by the Board shall impair the rights of any Non-Employee Director
without the Non-Employee Directors consent.  ARTICLE
XI  UNFUNDED
PLAN  This Plan is intended to constitute an unfunded plan
for incentive compensation.  With
respect to any payments as to which a Non-Employee Director has a fixed and
vested interest but which are not yet made to a Non-Employee Director by the
Company, nothing contained herein shall give any such Non-Employee Director any
rights that are greater than those of a general creditor of the Company.  ARTICLE
XII  GENERAL
PROVISIONS  12.1         Representation and Legend.  The Board may require each person receiving
shares pursuant to the exercise of an Award under the Plan to represent to and
agree with the Company in writing that the Non-Employee Director is acquiring
the shares without a view to distribution thereof.  In addition to any legend required by this Plan, the certificates
for such shares may include any legend which the Board deems appropriate to reflect
any restrictions on Transfer.  All certificates for shares of Common Stock delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Board may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed or any national securities
association system upon whose system the Common Stock is then quoted, any
applicable Federal or state securities law, and any applicable corporate law,
and the Board may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.  13 
   12.2         Other Plans.  Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.  12.3         No Right to Directorship.  Neither this Plan nor the grant of any Award
hereunder shall impose any obligations on the Company to retain any
Non-Employee Director as a director nor shall it impose on the part of any
Non-Employee Director any obligation to remain as a director of the Company.  12.4         Withholding of Taxes.  The Company shall have the right to deduct
from any payment to be made to a Non-Employee Director, or to otherwise
require, prior to the issuance or delivery of any shares of Common Stock or the
payment of any cash hereunder, payment by the Non-Employee Director, of, any
Federal, state or local taxes required by law to be withheld.  The Board may permit any such withholding obligation
with regard to any Non- Employee Director to be satisfied by reducing the
number of shares of Common Stock otherwise deliverable or by delivering shares
of Common Stock already owned.  Any
fraction of a share of Common Stock required to satisfy such tax obligations
shall be disregarded and the amount due shall be paid instead in cash by the
Non-Employee Director.  Notwithstanding anything hereunder to the contrary, to
the extent permitted under the Code or other applicable law, the Company may,
in its sole and absolute discretion, reduce the number of shares of Common
Stock otherwise deliverable to a Non-Employee Director in an amount that would
be withheld if taxes were required to be withheld and, if the Company so
reduces the shares otherwise deliverable, the Company shall remit such amount
to any such applicable Federal, state or local taxing authority.  12.5         Listing and Other Conditions.  (a)           As
long as the Common Stock is listed on a national securities exchange or system
sponsored by a national securities association, the issue of any shares of
Common Stock pursuant to the exercise of an Award shall be conditioned upon
such shares being listed on such exchange or system.  The Company shall have no obligation to issue such shares unless
and until such shares are so listed, and the right to exercise any Stock Option
with respect to such shares shall be suspended until such listing has been
effected.  (b)           If
at any time counsel to the Company shall be of the opinion that any sale or
delivery of shares of Common Stock pursuant to an Award is or may in the
circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable
jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as  14 
   amended, or otherwise with respect to shares of Common Stock or Awards
and the right to exercise any Stock Option shall be suspended until, in the
opinion of said counsel, such sale or delivery shall be lawful or will not
result in the imposition of excise taxes on the Company.  (c)           Upon
termination of any period of suspension under this Section 12.5, any Award
affected by such suspension which shall not then have expired or terminated
shall be reinstated as to all shares available before such suspension and as to
shares which would otherwise have become available during the period of such
suspension, but no such suspension shall extend the term of any Stock Option.  12.6Governing Law. This Plan shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).  12.7         Construction.  Wherever any words are used in this Plan in the masculine gender
they shall be construed as though they were also used in the feminine gender in
all cases where they would so apply, and wherever any words are used herein 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.  12.8         Other Benefits.  No Award payment under this Plan shall be
deemed compensation for purposes of computing benefits under any retirement
plan of the Company or its subsidiaries nor affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation.  12.9         Costs. 
The Company shall bear all expenses included in administering this Plan,
including expenses of issuing Common Stock pursuant to any Award hereunder.  12.10       No Right to Same Benefits.  The provisions of Awards need not be the
same with respect to each Non-Employee Director, and such Awards granted to
individual Non- Employee Directors need not be the same in subsequent years.  12.11       Death/Disability.  The Board may in its discretion require the
transferee of a Non-Employee Director to supply it with written notice of the
Non-Employee Directors death or disability and to supply it with a copy of the
will (in the case of a Non-Employee Directors death) or such other evidence as
the Board deems necessary to establish the validity of the transfer of an
Award.  The Board may also require that
the agreement of the transferee to be bound by all of the terms and conditions
of the Plan.  12.12       Section 16(b) of the Exchange Act.  All elections and transactions under the
Plan by persons subject to Section 16 of the Exchange Act involving shares of
Common Stock are intended to comply with any applicable condition under Rule
16b-3.  The Board may establish and
adopt written administrative guidelines, designed to  15 
   facilitate compliance with
Section 16(b) of the Exchange Act, as it may deem necessary or proper for the
administration and operation of the Plan and the transaction of business
thereunder.  12.13       Severability of Provisions.  If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.  12.14       Headings and Captions.  The headings and captions herein are
provided for reference and convenience only, shall not be considered part of
the Plan, and shall not be employed in the construction of the Plan.  ARTICLE
XIII  TERM OF
PLAN  No Award shall be granted pursuant to the Plan on or
after the tenth anniversary of the Effective Date, but Awards granted prior to
such tenth anniversary may extend beyond that date.  16 
  Exhibit
B  SUPERIOR
TELECOM INC.  STOCK
COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS