EXECUTIVE EMPLOYMENT AGREEMENT  This EMPLOYMENT AGREEMENT (the Agreement) is
dated effective as of the 1st day of January, 2001 (the Effective
Date), between Superior Telecommunications Inc. (the Company), a Delaware
corporation, and Harold M. Karp (the Executive).  W  I  T  N
E  S  S  E  T  H  WHEREAS, the
Executive is currently employed as the President of the Electrical Group of the
Company;  WHEREAS, the Company
and the Executive desire to enter into an employment agreement, effective as of
the date set forth above; and  WHEREAS, the parties
hereto desire to set forth in writing the terms and conditions of their
understandings and agreements.  NOW THEREFORE,in
consideration of the foregoing, of the mutual promises contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:  1.         POSITION/DUTIES.  (a)      During the Employment
Term, the Executive shall serve as President of the Electrical Group of the Company
with such responsibilities, duties and authority as are from time to time
assigned to the Executive by the Chief Executive Officer of Superior TeleCom
Inc. (the Parent, together with the Company and its affiliated companies, the
Group) and/or the President and Chief Operating Officer of the Parent.  The Executives duties shall be performed
primarily at the Companys offices in Fort Wayne, Indiana or, if so agreed, as
otherwise mutually agreed in writing between the Executive and the Company.  (b)      During the Employment
Term (as hereinafter defined), and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive agrees to devote all or
substantially all of his full business time, energy and skill in the performance
of his duties for the Company and to perform faithfully and efficiently such
duties.  During the Employment Term, it
shall not be a violation of this Agreement for the Executive to (A) serve on
corporate, civic or charitable boards or committees, provided that the Chief
Executive Officer of the Parent first approves of such service and (B) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executives responsibilities as an employee of the
Company in accordance with this Agreement and are not directly competitive with
the operating businesses of the Group.  
   (c)      Notwithstanding anything
to the contrary in this Section 1, the Executive agrees to serve without
additional compensation, if elected or appointed thereto, as a director of the
Company and any of its subsidiaries and in one or more executive offices of any
of the Companys subsidiaries, provided that the Executive is indemnified for
serving in any and all such capacities.  2.         EMPLOYMENT TERM.  The Executives term of employment under this Agreement (such
term of employment is herein referred to as the Employment Term) commenced on
the Effective Date and shall continue until terminated by either party as
provided in Section 8.  In no
event, however, shall the Employment Term extend beyond the end of the month in
which the Executives sixty-fifth birthday occurs.  3.         BASE SALARY.  During the Employment Term, the Company agrees to pay the
Executive a base salary (Base Salary) at an annual rate of not less than
$250,000 or such higher rate as may from time to time by determined by the
board of directors of the Parent (the Parent Board) or an authorized
committee thereof, payable in substantially equal installments accordance with the
normal payroll practices of the Company. 
The Executives Base Salary shall be subject to annual review by the
Parent Board (or an authorized committee thereof) and shall be increased as of
each anniversary of the Effective Date pursuant to such review by a percentage
no less than the percentage increase in the consumer price index, as published
by the Bureau of Labor Statistics of the U.S. 
Department of Labor, for the calendar year immediately preceding such review.  Any increase in Base Salary shall not serve
to limit or reduce any other obligation to the Executive under this
Agreement.  Base Salary shall not be
reduced after any such increase and the term Base Salary as utilized in this
Agreement shall refer to Base Salary as so increased.  4.         ANNUAL BONUS.  During the Employment Term, in addition to the Base Salary, the
Company will pay the Executive to the extent, if any, awarded pursuant to the
Parents Senior Management Annual Incentive Plan from time to time in effect,
of an annual cash bonus (the Annual Bonus) within 90 days following the last
day of the Parents fiscal year for which the Annual Bonus is awarded pursuant
to such Parents Senior Management Annual Incentive Plan; provided, however, on
or after a SUT Change of Control (as defined in Appendix A) the dollar amount
of the Annual Bonus shall be at least equal to the Executives highest cash
bonus under the Parents annual cash bonus program, or any comparable cash
bonus under any predecessor or successor plan, for the last three full fiscal
years prior to such SUT Change of Control. 
The Executive expressly acknowledges that he is currently designated
within salary band 27 for annual incentive compensation purposes.  2 
   5.         EMPLOYEE BENEFITS  (a)      WELFARE BENEFITS.  During the Employment Term, the Executive and/or the Executives
family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Company (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group
life, accidental death and travel accident insurance plans and programs) to the
extent applicable generally to peer executives of the Company, but in no event
shall such plans, practices, policies and programs provide the Executive with
benefits which are materially less favorable, in the aggregate, than the most
favorable of such plans, practices, policies and programs in effect for the
Executive as of the date hereof or, if more favorable to the Executive, those
provided generally at any time to any other peer executive of the Company.  (b)      INCENTIVE, SAVINGS AND RETIREMENT PLANS.  During the Employment Term, the Executive
shall be entitled to participate in all incentive, savings and retirement
plans, practices, policies and programs applicable generally to peer executives
of the Company.  The Executive expressly
acknowledges that the Parent intends to adopt, and to name the Executive as a
participant in, a Senior Executive Retirement Plan (the SERP).  For purposes of calculating the Executives
benefit under the SERP and for purposes of determining the amount of the
Executives vested rights under the SERP as of the Effective Date, the
Executive shall be treated as having completed 5 years of service with the
Group as of the Effective Date. 
Additionally, the Executive shall be treated as having completed 2
additional years of service with the Group for purposes of calculating the
Executives benefit under the SERP and for purposes of determining the amount
of the Executives vested rights under the SERP at each of December 31, 2001,
December 31, 2002, December 31, 2003, December 31, 2004 and December 31, 2005,
provided that the Executive is employed by the Group on each such date.  (c)      FRINGE BENEFITS.  During the Employment Term:  (i)        The
Company shall reimburse the Executive for the reasonable expenses incurred by
the Executive in undergoing an annual physical examination by a licensed
physician.  (ii)       The
Company shall reimburse the Executive for the reasonable expenses incurred by
the Executive in connection with obtaining professional tax and financial
planning advice, not to exceed $3,000 per annum.  (d)      VACATION.  During the Employment Term, the Executive shall be entitled to
paid vacation of four weeks per year, any unused portion of which shall be
forfeited as of the end of each year.  (e)      EXPENSES. 
During the Employment Term, the Executive shall be entitled to receive
prompt reimbursement for all reasonable and customary expenses incurred by the
Executive in performing services hereunder, including (i) all expenses of
travel and living  3 
   expenses while
away from home or business or at the request of and in the service of the
Company and (ii) a monthly automobile cash allowance of $1,000.  (f)       DISABILITY OFFSET.  Payments made to the Executive pursuant to
this Section 5 shall be reduced by the sum of the amounts, if any, payable
to the Executive at or prior to the time of any such payment under disability
benefit plans of the Company or under the Social Security disability insurance
program, and which amounts were not previously applied to reduce any such
payments.  6.         STOCK OPTIONS.  (a)      NEW OPTION GRANT.  The Executive expressly acknowledges that, as of January 2, 2001
(the Grant Date), the Stock Option Committee of the Parent Board granted to
the Executive an option (the Option) to purchase 150,000 shares of the
Parents common stock, par value $.01 (the Common Stock) under the Parents
1996 Stock Incentive Plan as amended and restated as of January 1, 2001 and as
may be in effect from time to time (the 1996 Stock Incentive Plan) at an
exercise price equal to the fair market value (as defined in the 1996 Stock
Incentive Plan) of the Common Stock on the Grant Date.  The Option shall, to the maximum extent
permitted by applicable law, be designated as an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the Code) and to the extent not allowable, the Option shall be a
non-qualified stock option.  The
Executive expressly acknowledges that, as of January 2, 2001, the Stock Option
Committee of the Parent Board cancelled the outstanding stock options held by
the Executive to purchase 68,333 shares of Common Stock under the 1996 Stock
Incentive Plan.  (b)      VESTING. 
The Option shall each vest and become exercisable in installments as
provided herein, which shall be cumulative. 
Subject to the terms in this Section 6, the Option shall each vest
and become exercisable in equal annual installments of 33a% each, on the first,
second and third anniversary of the Grant Date, provided the Executive is
employed by the Group on each such vesting date.  In the event of the Executives termination of employment (i) by
the Executive other than because of death, Disability (as defined below) or
Good Reason or (ii) by the Company for Cause, all stock options to purchase
shares of Common Stock (including, without limitation, the Option) not
theretofore exercisable will lapse and be forfeited.  In the event the Executives employment is terminated for any
other reason, including, without limitation, a termination because of death or
Disability, Good Reason or without Cause, all stock options to purchase shares
of Common Stock (including, without limitation, the Option) not theretofore
exercisable will thereupon become exercisable.  (c)      FORM OF OPTION.  The Option shall be granted pursuant to and, to the extent not
contrary to the terms of this Agreement, shall be subject to all of the terms
and conditions imposed under the Parents standard stock option agreement and
the 1996 Stock Incentive Plan or any other stock option plan sponsored by
Parent.  4 
   (d)      DISCRETIONARY GRANTS.  In addition to the Option grant, at the sole
discretion of the Parent Board (or a duly authorized committee thereof), the
Executive shall be eligible for additional annual grants of stock options
commencing after December 31, 2002.  (e)      ELIGIBILITY FOR DEFERRAL.  The Option and any restricted shares of
Common Stock subject to a vesting schedule that are provided to the Executive
under Section 7 of  this Agreement shall
be eligible for deferral by the Executive under the Parents Deferred Stock
Account Plan in accordance with the terms and provisions of such plan.  Deferrals made by the Executive under the
Parents Deferred Cash Account Plan shall be subject to the terms and
provisions of such plan.  The Executive
expressly acknowledges that the Parents Deferred Stock Account Plan has been
amended, effective as of January 1, 2001, to provide that no matching
contribution will be made under the Parents Deferred Stock Account Plan with
respect to any deferral made in connection with any bonus paid by the Company
during the period commencing on January 1, 2001 and ending on December 31, 2001
or any eligible stock option granted during the period commencing on January 1,
2001 and ending on December 31, 2001.  7.         RESTRICTED STOCK.  The Executive expressly acknowledges that, as of January 2, 2001,
the Stock Option Committee of the Parent Board has granted to the Executive
30,000 restricted shares of Common Stock, which restricted shares have been set
aside in the custody, control and possession of the Parent and have and will be
released to the Executive at the rate of 25% on January 2, 2002, 25% on
January 2, 2003 and 50% on January 2, 2004.  In the event of the Executives termination of  employment prior to the third anniversary of
the Effective Date (i) by the Executive other than because of death, Disability
(as defined below) or Good Reason or (ii) by the Company for Cause, then the
scheduled releases on any subsequent anniversary of the Effective Date shall be
cancelled and all restricted shares of Common Stock not theretofore released
shall be forfeited by the Executive and shall be cancelled and retired by the
Parent.  In the event the Executives
employment is terminated for any other reason prior to the third anniversary of
the Effective Date, including, without limitation, a termination because of
death or Disability, Good Reason or without Cause, all restricted shares of
Common Stock (including, without limitation, restricted shares of Common Stock
granted pursuant to this Section 7) not theretofore released shall
thereupon become released to the Executive.  8.         TERMINATION.  The Executives employment and the Employment Term shall
terminate without any breach of this Agreement on the first of the following to
occur:  (a)      DISABILITY.  Upon 90 days written notice by the Company to the Executive of
termination due to Disability during the Employment Term, provided that, within
the 90 days after such receipt, the Executive shall not have returned to
full-time performance of the Executives duties.  For purposes of this Agreement, Disability shall mean the
absence of the Executive from the Executives duties with the Company on a
full-time basis for 180 consecutive days (or such shorter period as will
suffice for the Executive to qualify for full disability benefits under the
applicable disability insurance policy or policies of the Company) as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
reasonably acceptable to the Executive or the Executives legal representative.  5 
   (b)      DEATH. 
Automatically on the date of death of the Executive during the
Employment Term.  (c)      CAUSE. 
Immediately upon written notice by the Company to the Executive of a
termination for Cause during the Employment Term, provided such notice is given
within 90 days of the discovery of the Cause event by the Chief Executive
Officer of the Parent and/or the President and Chief Operating Officer of the
Parent.  For purposes of this Agreement,
Cause shall mean:  (i)        the
willful and continued failure of the Executive to perform substantially the
Executives duties pursuant to this Agreement (other than any such failure
resulting from incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to the Executive by the Chief
Executive Officer of the Parent and/or the President and Chief Operating
Officer of the Parent which specifically identifies the manner in which the
Chief Executive Officer of the Parent and/or the President and Chief Operating
Officer of the Parent believes that the Executive has not substantially
performed the Executives duties; or  (ii)       the
willful engaging by the Executive in illegal conduct or gross misconduct which
is materially and demonstrably injurious to the Group.  For purposes of this provision,
no act or failure to act, on the part of the Executive, shall be considered
willful unless it is done, or omitted to be done, by the Executive in bad
faith or without reasonable belief that the Executives action or omission was
in the best interests of the Group.  Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the board of directors of the Company (the Company Board) or
the Parent Board or upon the instructions of the Chief Executive Officer of the
Parent and/or the President and Chief Operating Officer of the Parent or based
upon the advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, by the Executive in good faith and in the best
interests of the Company.  (d)      WITHOUT CAUSE.  Upon 60 days written notice by the Company to the Executive of
an involuntary termination without Cause during the Employment Term.  (e)      GOOD REASON.  Upon written notice by the Executive to the Company of a
termination for Good Reason during the Employment Term provided, such notice is
given within 90 days of the Executives discovery of the Good Reason
event.  For purposes of this Agreement,
Good Reason shall mean:  (i)        the
assignment to the Executive of any duties materially inconsistent with the Executives
position (including status, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Section 1(a) of this
Agreement, or any other action by the Company which results in a material
diminution in such position, authority, duties or responsibilities, excluding
for this purpose isolated and  6 
   inadvertent action(s) not taken in bad faith
and remedied by the Company promptly after receipt of notice thereof given by the
Executive;  (ii)       any
material failure by the Company to comply with any of the material provisions
of this Agreement, other than isolated and inadvertent failure(s) not occurring
in bad faith and remedied by the Company promptly after receipt of notice
thereof given by the Executive;  (iii)      the
Companys requiring the Executive to be based at any office or location other
than as provided in Section 1(a);  (iv)     any
termination by the Company of the Executives employment otherwise than as
expressly permitted by this Agreement;  (v)      any
failure by the Company to comply with and satisfy Section 16(a) of this
Agreement; or  (vi)     during
any Transition Period, any failure of the Company to provide the Executive with
an office or offices of a size and with furnishings and other appointments, and
to personal secretarial and other assistance, at least equal to the most
favorable of the foregoing provided to the Executive by the Company at any time
during the 120-day period immediately preceding the Change of Control or, if
more favorable to the Executive, those provided generally at any time after the
Change of Control to any other peer executive of the Company.  (f)       WITHOUT GOOD REASON.  Upon 120 days written notice by the
Executive to the Company of the Executives voluntary termination of employment
without Good Reason (which the Company may, in its sole discre­tion, make
effective earlier than any notice date).  (g)      NOTICE OF TERMINATION.  Any termination of the Executives
employment by the Company or by the Executive (other than termination by reason
of the Executives death) shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 17
hereof.  For purposes of this Agreement,
a Notice of Termination means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon (ii) other than in
connection with a termination pursuant to Section 8(d), to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executives employment under the
provision so indicated and (iii) if the date of termination is other than the
date of receipt of such notice, specifies the termination date.  The good faith failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any
right of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executives or the Companys rights
hereunder.  If within 30 days after any
Notice of Termination is given the party receiving such Notice of Termination
notifies the other party  7 
   that a dispute
exists concerning the termination, the date of termination shall be the date on
which the dispute is finally determined, either by mutual written agreement of
the parties, by a binding and final arbitration award or by a final judgment,
order or decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected).  9.         COMPENSATION UPON TERMINATION.  (a)      COMPENSATION UPON TERMINATION FOR DISABILITY.  If the Executives employment by the Company
is terminated by reason of the Executives Disability during the Employment
Term, the Company shall pay or provide the Executive the sum of (i) the
Executives Base Salary through the date of termination to the extent not
theretofore paid, (ii) the product of (x) the Annual Bonus paid or payable,
including any bonus or portion thereof which has been earned but deferred, for
the most recently completed fiscal year, if any (the AAnnual Bonus Amount@),
multiplied by (y) a fraction, the numerator of which is the number of days in
the current fiscal year through the date of termination, and the denominator of
which is 365, (iii) any compensation previously deferred by the Executive (together
with any accrued interest or earnings thereon) and any accrued vacation pay, in
each case to the extent not theretofore paid and (iv) reimbursement for any
unreimbursed expenses incurred through the date of termination (the sum of the
amounts described in clauses (i), (ii), (iii) and (iv)) shall be referred to in
this Agreement as the Accrued Obligations). 
The Accrued Obligations shall be paid to the Executive in a lump sum in
cash within 30 days of the date of termination.  In addition, to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executives legal representatives
any other amounts or benefits required to be paid or provided or which the
Executive is eligible to receive under any plan, program, policy or practice or
contract or agreement of the Company (such other amounts and benefits shall be
referred to in this Agreement as the Other Benefits).  Notwithstanding the foregoing, if the
Executives employment by the Company is terminated by reason of the
Executives Disability during the period commencing six months prior to a
Divisional Change of Control or SUT Change of Control and ending on the third
anniversary of a Divisional Change of Control or SUT Change of Control (the
Transition Period), the term Other Benefits shall include, and the
Executive shall be entitled after the date of termination to receive,
disability and other benefits at least equal to the most favorable of those
generally provided by the Company to disabled executives and/or their families
in accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect generally with respect to peer executives and
their families at any time during the 120-day period immediately preceding the
Divisional Change of Control or SUT Change of Control or, if more favorable to
the Executive and/or the Executives family, as in effect at any time
thereafter generally with respect to any other peer executive of the Company
and their families.  Notwithstanding the foregoing, the Company shall maintain, at the
Companys sole expense, in full force and effect, for the continued benefit of
the Executive for 12 months following the date of termination, all employee
welfare benefit plans and programs in which the Executive was entitled to
participate immediately prior to the date of termination provided that  8 
   the
Executives continued participation is possible under the general terms and
provisions of such plans and programs (AContinued Welfare Benefits@).  In the event that the Executives
participation in any such plan or program is barred, the Company shall arrange
to provide the Executive with benefits substantially similar to those which the
Executive would otherwise have been entitled to receive under such plans and
programs from which his continued participation is barred.  (b)      COMPENSATION UPON TERMINATION FOR DEATH.  If the Executives employment by the Company
is terminated by reason of the Executives death during the Employment Term,
the Company shall (i) pay the Accrued Obligations and an amount equal to the
sum of the Executive=s Base Salary in effect immediately prior to termination
and the Annual Bonus Amount to the Executives legal representatives, in a lump
sum in cash within 30 days of the date of termination; and (ii) timely pay or
provide the Other Benefits; and (iii) timely pay or provide the Continued
Welfare Benefits for twelve months following the date of termination.
Notwithstanding the foregoing, if the Executives employment by the Company is
terminated by reason of the Executives death during the Transition Period, the
term Other Benefits shall include, without limitation, and the Executives
estate and/or beneficiaries shall be entitled to receive, benefits at least
equal to the most favorable benefits provided by the Company to the estates and
beneficiaries of peer executives of the Company under such plans, programs,
practices and policies relating to death benefits, if any, as in effect with
respect to the most senior executives and their beneficiaries at any time
during the 120-day period immediately preceding the Divisional Change of
Control or SUT Change of Control or, if more favorable to the Executives
estate and/or the Executives beneficiaries, as in effect on the date of the
Executives death with respect to any other peer executive of the Company and
their beneficiaries.  (c)      COMPENSATION UPON TERMINATION FOR CAUSE.  If the Executives employment is terminated
for Cause during the Employment Term, this Agreement shall terminate without
further obligation to the Executive, except that the Company shall pay or
provide the Executive the sum of (i) the Executives Base Salary through the
date of termination, (ii) the amount of any compensation previously deferred by
the Executive and (iii) Other Benefits, in each case to the extent theretofore
unpaid.  (d)      COMPENSATION UPON TERMINATION WITHOUT GOOD REASON.  If the Executives employment is terminated
by the Executive without Good Reason during the Employment Term, this Agreement
shall terminate without further obligation to the Executive, except that the
Company shall (i) pay the Accrued Obligations (other than the amount described
in Section 9(a)(ii)) to the Executive in a lump sum in cash within 30 days of
the date of termination; and (ii) timely pay or provide the Other Benefits.  (e)      COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR
GOOD REASON.  If the
Executives employment by the Company is terminated by the Company other than
for Cause in accordance with Section 8(d) hereof or by the Executive for
Good Reason in accordance with Section 8(e) hereof (i) the Company shall
pay to the Executive a lump sum in cash within 30 days of the date of
termination in an amount equal to (x) the sum of (1) the Base Salary in effect
immediately prior to termination and (2) the greater of the Annual  9 
   Bonus paid or
payable, including any bonus or portion thereof which has been earned but
deferred, for the most recently completed fiscal year (if any) plus (y) the
Accrued Obligations; and (ii) the Company shall timely pay or provide the Other
Benefits.  In addition, the Executive
shall be entitled to relocation benefits pursuant to the Companys then relocation
benefit program for any relocation from any office or location as provided in
Section 1(a) to the Atlanta metropolitan area; provided, however, that in
no event shall such program provide the Executive with relocation benefits
which are materially less favorable, in the aggregate, than the relocation
program in effect for the Executive as of the Effective Date.  As part of this program, if Executives home
at 12019 Crossway Drive, Ft. Wayne, IN is sold at less than the original
purchase price thereof, the Company shall pay Executive any such shortfall in
cash.  (f)       COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR
GOOD REASON FOLLOWING A DIVISIONAL CHANGE OF CONTROL OR SUT CHANGE OF CONTROL.  If the Executives employment by the Company
is terminated by the Company without Cause or by Executive for Good Reason at
any time during the Transition Period (as defined in Section 9(a)), then
the Company shall pay or provide the Executive with the following payments and
benefits as soon as practical following the later of the date of the
Executives termination or the date of the Divisional Change of Control or SUT
Change of Control but in no event later than 30 days following the Divisional
Change of Control or SUT Change of Control (except as specifically otherwise
provided herein):  (i)        the
Company shall pay to the Executive in a lump sum in cash within 30 days after
the date of termination the aggregate of the following amounts:  (A)        Accrued Obligations;  (B)        a
lump sum cash payment equal to three times the sum of (x) Executives Base
Salary in effect immediately prior to termination and (y) the highest Annual
Bonus paid or payable to the Executive during the three full fiscal years prior
to the Divisional Change of Control or SUT Change of Control but in no event
less than 45% of the Executives Base Salary in effect for fiscal year 2001;
and  (C)        an
amount equal to the excess of (x) the actuarial equivalent of the benefit under
the Groups defined benefit retirement plans, including any excess or supplemental
retirement plan in which the Executive participates (together, the Retirement
Plans) (utilizing actuarial assumptions no less favorable to the Executive
than those in effect under the Retirement Plans immediately prior to the
Divisional Change of Control or SUT Change of Control), which the Executive
would receive if the Executives employment continued for three years after the
date of termination (including any additional years of service that would have
been credited pursuant to the last sentence Section 5(b)) assuming for this
purpose that all accrued benefits are fully vested, and, assuming that the
Executives compensation in each of the three years is that required by
Sections 3 and 4, reduced by (y) the actuarial equivalent of the  10 
   Executives actual benefit (paid or payable), if any, under the
Retirement Plans as of the date of termination.  (ii)       for
three years after the Executives date of termination, or such longer period as
may be provided by the terms of the appropriate plan, program, practice or
policy, the Company shall continue benefits to the Executive and/or the
Executives family at least equal to those which would have been provided to
them in accordance with the plans, programs, practices and policies described
in Section 5(a) of this Agreement if the Executives employment had not
been terminated or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to any other peer executive of the Company
and their families, provided, however, that if the Executive becomes reemployed
with another employer and is eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other welfare
benefits described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility. For purposes of determining
eligibility (but not the time of commencement of benefits) of the Executive for
retiree benefits pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed until three years after
the date of termination and to have retired on the last day of such period;  (iii)      the
Company shall, at its sole expense as incurred, provide the Executive with
outplacement services the scope and provider of which shall be selected by the
Executive in his sole discretion, and which shall include the provision of
reasonable office space and secretarial assistance for the Executive, up to a
maximum of $30,000;  (iv)     timely
pay or provide the Other Benefits;  (v)      the
Parent shall cause all stock options to purchase shares of Common Stock
(including, without limitation, the Option) and restricted shares of Common
Stock held by or for the benefit of the Executive to become immediately fully
vested and/or exercisable upon the occurrence of a Divisional Change of Control
or SUT Change of Control;  (vi)     notwithstanding
anything to the contrary in subparagraph (ii) above, for three years after the
Executives date of termination, Executive shall be entitled, consistent with
past practice, to receive a monthly automobile cash allowance of $1,000; and  (vii)    the
Executive shall be entitled to relocation benefits pursuant to the Companys
then relocation benefit program for any relocation from any office or location
as provided in Section 1(a) to the Atlanta metropolitan area; provided,
however, that in no event shall such program provide the Executive with
relocation benefits which are materially less favorable, in the aggregate, than
the relocation program in effect for the Executive as of the Effective
Date.  As part of this program, if
Executives home at 12019  11 
   Crossway Drive, Ft. Wayne, IN is sold at less
than the original purchase price thereof, the Company shall pay Executive any
such shortfall in cash.  10        EXCISE TAX. In the event that the Executive
becomes entitled to payments and/or benefits which would constitute parachute
payments within the meaning of Section 280G(b)(2) of the Code, the
provisions of Exhibit B shall apply.  11        STOCK OPTIONS AND COMPANY STOCK.  (a)      In the event of the
Executives death, whether his death occurs during or after the Employment
Term, all unexercised and exercisable stock options to purchase shares of
Common Stock (including, without limitation, the Option) will be assigned to
his estate.  (b)      In the event of the
termination of the employment of the Executive for any reason, all unexercised
and exercisable stock options (including, without limitation, the Option) must
be exercised by him, or his estate (or heir(s)) as the case may be, before the
second anniversary of the termination of his employment, but in no event after
the tenth anniversary of the date of grant thereof, and any such stock options
not exercised by that date will lapse immediately thereafter.  (c)      In the event of any
change in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend, or other increase or decrease in such shares, then
appropriate adjustments in the terms of any unexercised stock options shall be
made by the Stock Option Committee of the Parent Board.  12        NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall prevent or
limit the Executives continuing or future participation in any plan, program,
policy or practice provided by the Company and for which the Executive may
qualify, nor, subject to Section 21, shall anything herein limit or
otherwise affect such rights as the Executive may have under any contract or
agreement with the Company.  Amounts
which are vested benefits or which the Executive is otherwise entitled to receive
under any plan, policy, practice or program of or any contract or agreement
with the Company at or subsequent to the date of termination shall be payable
in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.  13        LEGAL FEES.  Following any termination of the Executives employment that
gives rise to a right to payments and benefits under Section 9(f) or,
during the Transition Period, Sections 9(a) or 9(b), the Company shall pay
as incurred, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest (regardless
of the outcome thereof) by the Company, the Executive or others of the validity
or enforceability of, or liability under, any provision of this Agreement or
any guarantee of performance thereof (including as a result of any contest by
the Executive about the amount of any payment pursuant to this Agreement), plus
in each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Code.  12 
   14        NONCOMPETITION AND CONFIDENTIALITY.  (a)      So long as the Executive
is employed by the Company under this Agreement and for the one (1) year period
following the Executives termination of employment for any reason, the
Executive shall not, directly or indirectly, without the prior written consent
of the Company, enter into Competition with the Group.  Competition shall mean participating,
directly or indirectly, as an individual proprietor, partner, stockholder,
officer, employee, director, joint venturer, investor, lender, consultant or in
any capacity whatsoever in a business in competition with any business
conducted by the Group, with regard to which the Executive had responsibilities
or had access to confidential information, while employed by the Company.  It is further expressly agreed that the
Company will or would suffer irreparable injury if the Executive were to
compete with the Group in violation of this Agreement and that the Group would
by reason of such competition be entitled to injunctive relief in a court of
appropriate jurisdiction, and the Executive further consents and stipulates to
the entry of such injunctive relief in such a court prohibiting the Executive
from competing with the Group in violation of this Agreement.  (b)      During the Employment
Term and any period thereafter during which or in respect of which the
Executive receives payments from the Company under Section 9, the
Executive shall hold in a fiduciary capacity for the benefit of the Group all
secret or confidential information, knowledge or data relating to the Group,
and their respective businesses, which shall have been obtained by the
Executive during the Executives employment by the Company and which shall not
be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).  After termination of the Executives
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Group and those designated by it. 
In no event shall an asserted violation of the provisions of this
Section 14 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under Section 9(f) or, during the
Transition Period, Sections 9(a) or 9(b) of this Agreement.  (c)      The obligations contained
in this Section 14 shall survive the termination or expiration of the
Executives employment with the Company and shall be fully enforceable
thereafter.  If it is determined by a
court of competent jurisdiction in any state that any restriction in this
Section 14 is excessive in duration or scope or extends for too long a period
of time or over too great a range of activities or in too broad a geographic
area or is unreasonable or unenforceable under the laws of that state, it is
the intention of the parties that such restriction may be modified or amended
by the court to render it enforceable to the maximum extent permitted by the
law of that state.  15        FULL SETTLEMENT.  The Companys obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this
Agreement.  Unless the Executives  13 
   termination of
employment gives rise to a right to payments and benefits described in
Section 9(f) or, during the Transition Period, Sections 9(a) or 9(b),
if the Executive secures other employment, any benefits the Company is required
to provide to the Executive following termination of the Executives employment
shall be secondary to those provided by another employer (if any).  However, if the Executives employment is
terminated such that the Executive has a right to payments and benefits under
Section 9(f) or, during the Transition Period, Sections 9(a) or 9(b),
such amounts shall not be reduced whether or not the Executive obtains other
employment.  16        SUCCESSORS; BINDING AGREEMENT.  (a)      The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to the Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  Failure of
the Company to obtain such assumption and agreement prior to the effectiveness
of any such succession shall be a breach of the Agreement and shall entitle the
Executive to compensation from the Company in the same amount and on the same
terms as he would be entitled to hereunder if he terminated his employment for
Good Reason, except that for purposes of implementing the foregoing, the date
on which any such succession becomes effective shall be deemed the date of
termination.  As used in the Agreement,
Company shall mean the Company as herein before defined and any successor to
its business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 16 or which otherwise becomes bound
by all the terms and provisions of this Agreement by operation of law.  (b)      This Agreement and all
rights of the Executive hereunder shall inure to the benefit of and be
enforceable by the Executives personal or legal representatives, executors,
administrators, successors, heirs, distributees, devises and legatees.  If the Executive should die while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executives devise, legatee, or other designee
or, if there be no such designee, to the Executives estate.  17        NOTICE. 
For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:  If to the Executive:  At the address shown on the records of the Company  14 
   If to the Company:  Superior
Telecommunications Inc. c/o Superior
TeleCom Inc. One
Meadowlands Plaza Suite 200 East
Rutherford, NJ 07073 Attention:
President and Chief Operating Officer  With a copy to:  Superior
TeleCom Inc. One
Meadowlands Plaza Suite 200 East
Rutherford, NJ 07073 Attention:  General Counsel  or to such other address as any party may have furnished to the others
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.  18        MISCELLANEOUS.  No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and such officer of the Company as may be
specifically designated by the Company Board. 
No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of New York without regard to its conflicts of law
principles.  19        VALIDITY. 
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.  20        COUNTERPARTS.  This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.  21        ENTIRE AGREEMENT.  This Agreement together with all exhibits and attachments hereto
sets forth the entire agreement of the parties hereto in respect of the subject
matter contained herein and supersedes all prior agreements, promises,
covenants, arrangements,  15 
   communications,
representations or warranties, whether oral or written, by any officer,
employee or representative of any party hereto; and any prior agreement of the
parties hereto in respect of the subject matter contained herein is hereby
terminated and cancelled, provided, however, that this Agreement should not
supersede any existing benefit or agreement which provides such benefit,
including, without limitation, life or disability insurance agreements and
retirement plans currently in effect.  22        INDEMNIFICATION.  The Company hereby covenants and agrees to indemnify the
Executive and hold him harmless to the fullest extent permitted by law and
under the By-laws of the Company against and in respect to any and all actions,
suits, proceedings, claims, demands, judgments, costs, expenses (including
reasonable attorneys fees), losses, and damages resulting from the Executives
good faith performance of his duties and obligations hereunder.  The Company, within 10 days of presentation
of invoices, shall advance to the Executive reimbursement of all legal fees and
disbursements incurred by the Executive in connection with any potentially
indemnifiable matter.  The Company will
cover the Executive under directors and officers liability insurance both
during and, while potential liability exists (for such reasonable period taking
into account the applicable statute of limitations but in no event for less
than six years), after the Executives termination of employment in the same
amount and to the same extent as the Company covers its other officers and
directors.  23.       WITHHOLDING TAXES.  The Company may withhold from any and all
amounts payable under this Agreement such Federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.  IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written
above.  SUPERIOR TELECOMMUNICATIONS INC.By:Title:HAROLD M.
  KARP  16 
   EXHIBIT A  CHANGE OF CONTROL  For purposes of this Agreement, a SUT Change of Control shall mean
the occurrence of any of the following events at a time when or as a result of
which The Alpine Group, Inc. (Alpine) owns less than 50% of the Outstanding
Parent Voting Securities (as defined below):  (a)       the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange
Act)), other than Alpine (a Person), of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Parent where such acquisition causes such Person to own more
than 20% or more of the combined voting power of the then outstanding voting
securities of the Parent entitled to vote generally in the election of
directors (the Outstanding Parent Voting Securities) at a time when or as a
result of which Alpine owns less than 30% of the Outstanding Parent Voting
Securities; provided, however, that for purposes of this subsection (a), the
following acquisitions shall not be deemed to result in a Change of
Control:  (i) any acquisition directly
from the Parent, (ii) any acquisition by the Parent, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Parent or any corporation controlled by the Parent or (iv) any acquisition by
any corporation pursuant to a transaction that complies with clauses (i), (ii)
and (iii) of subsection (c) below; and provided, further, that if any Persons
beneficial ownership of the Outstanding Parent Voting Securities reaches or
exceeds more than 20% as a result of a transaction described in clause (i) or
(ii) above, and such Person subsequently acquires beneficial ownership of
additional voting securities of the Parent, such subsequent acquisition shall
be treated as an acquisition that causes such Person to own more than 20% or
more of the Outstanding Parent Voting Securities; or  (b)       individuals who, as of
the date hereof, constitute the Parent Board (the Incumbent Board) cease for
any reason to constitute at least a majority of the Parent Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Parents shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Parent Board; or  (c)       the consummation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Parent or the acquisition of assets of
another corporation (Business Combination); excluding, however, such a
Business Combination pursuant to which (i) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding
Parent Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively,  
   the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that as a result of
such transaction owns the Parent or all or substantially all of the Parents
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Parent Voting Securities and (ii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Parent
Board, providing for such Business Combination; or  (d)       approval by the
shareholders of the Parent of a complete liquidation or dissolution of the
Parent.  For purposes of this Agreement, a Divisional Change of Control shall
mean the occurrence of any of the following: (i) the sale of all or
substantially all of the assets of the Companys Electrical Group to an
unrelated entity; (ii) the sale of all of the outstanding voting securities of
an entity holding all or substantially all of the assets of the Companys
Electrical Group (an Electrical Entity) to an unrelated entity; or (iii) the
merger or consolidation of an Electrical Entity into an unrelated entity;
provided, however, that no Divisional Change of Control shall be deemed to
occur if the Executive continues to be both (x) located in Fort Wayne, IN and
(y) chiefly responsible for the assets and business which comprised the
Companys Electrical Group immediately prior to the occurrence of an event
that, but for this proviso, would otherwise constitute a Divisional Change of
Control.  For purposes of this Exhibit A, an unrelated entity is an entity (i)
with respect to which 35% or more of such entity is not owned, directly or
indirectly, by Steven S. Elbaum, the Company, the Parent, The Alpine Group,
Inc. (AGI), any of their majority-owned subsidiaries or the holders of the
outstanding voting securities of the Parent or AGI immediately prior to the
time of the determination of whether there has occurred a Divisional Change of
Control or SUT Change of Control, as applicable; or (ii) which is not an
employee benefit plan (or related trust) of the Company, the Parent, AGI or any
of their majority-owned subsidiaries.  A-2 
   EXHIBIT B  GOLDEN PARACHUTE PROVISIONS  (a)       Anything in this
Agreement to the contrary notwithstanding and except as set forth below, in the
event it shall be determined that any payment or distribution by the Group to
or for the benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Exhibit B) (a Payment) would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
Excise Tax), then the Executive shall be entitled to receive an additional
payment (a Gross-Up Payment) in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and
any interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.  Notwithstanding the foregoing, if it shall
be determined that the Executive is entitled to a Gross-Up Payment, but that
the Payments do not exceed 110% of the greatest amount (the Reduced Amount)
that could be paid to the Executive such that the receipt of Payments would not
give rise to any Excise Tax, then no Gross-Up Payment shall be made to the
Executive and the Payments, in the aggregate, shall be reduced to the Reduced
Amount.  (b)       Subject to the
provisions of paragraph (c), all determinations required to be made under this
Exhibit B, including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by Arthur Andersen LLP or such other
certified public accounting firm as may be designated by the Executive (the
Accounting Firm) which shall provide detailed supporting calculations both to
the Parent and the Executive within 15 business days of the receipt of notice
from the Executive that there has been a Payment, or such earlier time as is
requested by the Parent.  In the event
that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control or other change of
ownership as defined under Section 280G of the Code, the Executive shall
appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). 
All fees and expenses of the Accounting Firm shall be borne solely by
the Parent.  Any Gross-Up Payment, as
determined pursuant to this Exhibit B, shall be paid by the Parent to the
Executive within five days of the receipt of the Accounting Firms
determination.  Any determination by the
Accounting Firm shall be binding upon the Group and the Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Parent should have been made
(Underpayment), consistent with the calculations required to be made
hereunder.  In the event that the Parent
exhausts its remedies pursuant to paragraph (c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall  
   determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Parent to or for the benefit of the Executive.  (c)       The Executive shall
notify the Parent in writing of any claim by the Internal Revenue Service that,
if successful, would require the payment by the Parent of the Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than 10 business days after the Executive is informed
in writing of such claim and shall apprise the Parent of the nature of such
claim and the date on which such claim is requested to be paid.  The Executive shall not pay such claim prior
to the expiration of the 30-day period following the date on which it gives
such notice to the Parent (or such shorter period ending on the date that any payment
of taxes with respect to such claim is due). 
If the Parent notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the Executive shall:  (i)        give the Parent any
information reasonably requested by the Parent relating to such claim,  (ii)       take such action in
connection with contesting such claim as the Parent shall reasonably request in
writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
the Parent,  (iii)      cooperate with the
Parent in good faith in order effectively to contest such claim, and  (iv)     permit the Parent to
participate in any proceedings relating to such claim;  provided, however, that the Parent shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses.  Without limitation on the foregoing provisions of this paragraph
(c), the Parent shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct the Executive
to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Parent shall determine;
provided, however, that if the Parent directs the Executive to pay such claim
and sue for a refund, the Parent shall advance the amount of such payment to
the Executive, on an interest-free basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect
to which such contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the
Parents control of the contest shall be limited to issues with respect to  B-2 
   which a
Gross-Up Payment would be payable hereunder and the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.  (d)       If, after the receipt by
the Executive of an amount advanced by the Parent pursuant to paragraph (c),
the Executive becomes entitled to receive any refund with respect to such
claim, the Executive shall (subject to the Parents complying with the
requirements of paragraph (c)) promptly pay to the Parent the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the
receipt by the Executive of an amount advanced by the Parent pursuant to
paragraph (c), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Parent does not notify the
Executive in writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.  B-3