EXHIBIT 10.1


                         INDEMNIFICATION AGREEMENT
                         -------------------------

     INDEMNIFICATION AGREEMENT, dated as of __________,  200_, by and among
CommScope, Inc., a Delaware corporation (the "Company"), CommScope, Inc. of
North Carolina, a North Carolina corporation and a wholly-owned  subsidiary
of the Company (the  "Subsidiary"),  and the director and/or officer of the
Company and/or the  Subsidiary  whose name appears on the signature page of
this Agreement ("Indemnitee").

                                  RECITALS
                                  --------

     A. Highly  competent  persons are  becoming  more  reluctant  to serve
publicly-held  corporations as directors or officers or in other capacities
unless they are provided with reasonable  protection  through  insurance or
indemnification  against  risks of claims and actions  against them arising
out of their service to and activities on behalf of the corporations.

     B. The Board of Directors of the Company (the "Board") has  determined
that the Company should act to assure its directors and officers, and those
of  the  Subsidiary,  that  there  will  be  increased  certainty  of  such
protection in the future.

     C. It  is   reasonable,   prudent  and   necessary  for   the  Company
contractually  to obligate  itself to indemnify such persons to the fullest
extent  permitted by applicable  law so that they will serve or continue to
serve the Company and the Subsidiary free from undue concern that they will
not be so indemnified.

     D. Indemnitee is willing to serve, to continue to serve and to take on
additional service for or on behalf of the Company and/or the Subsidiary on
the condition the Indemnitee be so indemnified.

     E. In consideration of the benefits received and to be received by the
Subsidiary  in  connection  with actions taken and to be taken by the Board
and by the officers of the Company,  the Subsidiary has determined  that it
is in the best interest of the  Subsidiary  for the reasons set forth above
to be a party  to this  Agreement  and to  provide  indemnification  to the
directors and officers of the Company and the Subsidiary in connection with
their service to and  activities on behalf of the Company,  the  Subsidiary
and their respective subsidiaries.

     F. The Subsidiary acknowledges that for purposes of this Agreement the
directors  and  officers of the Company who enter into this  Agreement  are
serving in such capacities at the request of the Subsidiary.

     G. The  Subsidiary  further  acknowledges   that  such  directors  and
officers  are  willing  to  serve,  to  continue  to  serve  and to take on
additional service for or on behalf of the Company,  thereby benefiting the
Subsidiary and its subsidiaries, on the condition that the Subsidiary enter
into, and provide indemnification pursuant to, this Agreement.

     In consideration of the premises and the covenants  contained  herein,
the Company, the Subsidiary and the Indemnitee do hereby covenant and agree
as follows:



<PAGE>

     1.   Definitions.
          -----------

          (a)  For purposes of this Agreement:

               (i)  "Affiliate"  shall mean any  corporation,  partnership,
          joint  venture,  trust or other  enterprise  in  respect of which
          Indemnitee  is or was or will be serving as a director or officer
          directly  or  indirectly  at the  request  of the  Company or the
          Subsidiary,  and  including,  but not  limited to,  service  with
          respect to an employee benefit plan.

               (ii)  "Applicable  Corporate Law" shall mean the laws of the
          state  whose  corporate  laws govern any  particular  request for
          indemnification.  With  respect to any claim for  indemnification
          arising as a result of service as an officer or  director  of the
          Company,  the  Applicable  Corporate Law shall be the laws of the
          State of Delaware.  With respect to any claim for indemnification
          arising as a result of service as an officer or  director  of the
          Subsidiary, the Applicable Corporate Law shall be the laws of the
          State of  North  Carolina.  In any case in which it is  uncertain
          which state law is the Applicable  Corporate Law, the laws of the
          state which provides the greatest rights to the Indemnitee  shall
          govern.

               (iii) "Disinterested  Director" shall mean a director of the
          Company who is not a party to a Proceeding,  as defined below, in
          respect  of  which   indemnification   is  being  sought  by  the
          Indemnitee.

               (iv)  "Expenses"  shall  include,  without  limitation,  all
          reasonable  attorneys'  fees and costs,  retainers,  court costs,
          transcripts,  fees of experts,  witness  fees,  travel  expenses,
          duplicating costs, printing and binding costs, telephone charges,
          postage,  delivery  service fees and all other  disbursements  or
          expenses  incurred in  connection  with  asserting  or  defending
          claims.

               (v)  "Fines"  shall  include  any excise  taxes  assessed on
          Indemnitee with respect to any employee benefit plan.

               (vi)  "Independent  Counsel" shall mean a law firm or lawyer
          that neither is presently  nor in the past year has been retained
          to represent:  (i) the Company,  the  Subsidiary or Indemnitee in
          any matter  material  to such party or (ii) any other  party to a
          Proceeding giving rise to a claim for  indemnification  hereunder
          in any matter material to such other party.  Notwithstanding  the
          foregoing,  the term "Independent  Counsel" shall not include any
          firm  or  person  who,   under  the   applicable   standards   of
          professional  conduct then  prevailing,  would have a conflict of
          interest in  representing  any of the Company,  the Subsidiary or
          Indemnitee  in an  action  to  determine  Indemnitee's  right  to
          indemnification  under  this  Agreement.   All  Expenses  of  the
          Independent  Counsel  incurred in connection with acting pursuant
          to this Agreement shall be borne by the Company.

               (vii) "Losses" shall mean all Expenses,  liabilities, losses
          and claims (including attorneys' fees,  judgments,  fines, excise
          taxes,  penalties and amounts to be paid in settlement)  incurred
          in connection with any Proceeding.



                                     2

<PAGE>

               (viii) "Proceeding" shall include any threatened, pending or
          completed action, suit, arbitration, alternate dispute resolution
          mechanism,  investigation,  administrative  hearing  or any other
          proceeding,   whether   civil,   criminal,    administrative   or
          investigative, and any appeal therefrom.

          (b) For  purposes of this  Agreement,  a person who acted in good
     faith and in a manner  such  person  reasonably  believed to be in the
     interest of the participants and  beneficiaries of an employee benefit
     plan  shall be deemed to have  acted in a manner  "not  opposed to the
     best interests of the Company" as referred to in this  Agreement;  the
     term "serving at the request of the Company or the  Subsidiary"  shall
     include any service as a director,  officer,  employee or agent of the
     corporation  which  imposes  duties on, or involves  services by, such
     director,  officer,  employee  or agent with  respect  to an  employee
     benefit plan, its participants or beneficiaries; and references to the
     "Company"  or "the  Subsidiary"  shall  include,  in  addition  to the
     resulting  corporation,  any  constituent  corporation  (including any
     constituent of a constituent)  absorbed in a  consolidation  or merger
     which, if its separate  existence had continued,  would have had power
     and  authority to indemnify  Indemnitee in its capacity as a director,
     officer,  or employee or agent, so that Indemnitee  shall stand in the
     same position  under this  Agreement  with respect to the resulting or
     surviving  corporation as Indemnitee  would have stood with respect to
     such constituent corporation if its separate existence had continued.

     2. Service by  Indemnitee.  Indemnitee  agrees to begin or continue to
serve the Company or the  Subsidiary or any Affiliate as a director  and/or
officer.  Notwithstanding  anything contained herein,  this Agreement shall
not create a contract of employment  between the Company or the  Subsidiary
and Indemnitee,  and the termination of Indemnitee's  relationship with the
Company or the  Subsidiary or an Affiliate by either party hereto shall not
be restricted by this Agreement.

     3.  Indemnification.  The  Company  and  the  Subsidiary  jointly  and
severally agree to indemnify  Indemnitee for, and hold Indemnitee  harmless
from and  against,  any  Losses  or  Expenses  at any time  incurred  by or
assessed  against  Indemnitee  arising  out of or in  connection  with  the
service  of  Indemnitee  as a director  or  officer  of the  Company or the
Subsidiary or of an Affiliate  (collectively  referred to as an "Officer or
Director of the Company") to the fullest extent permitted by the Applicable
Corporate  Laws in effect on the date  hereof or as such laws may from time
to time  hereafter  be  amended  to  increase  the scope of such  permitted
indemnification.  Without  diminishing  the  scope  of the  indemnification
provided by this  Section 3, the rights of  indemnification  of  Indemnitee
provided  hereunder  shall include but shall not be limited to those rights
set forth  hereinafter.  Nothing in this  Agreement  shall be  construed as
limiting  any  right  of  indemnification   arising  under  the  Applicable
Corporate Laws.

     4. Action or Proceeding Other Than an Action by or in the Right of the
Company  or  the   Subsidiary.   Indemnitee   shall  be   entitled  to  the
indemnification rights provided herein if Indemnitee is a person who was or
is made a party  or is  threatened  to be  made a party  to or is  involved
(including, without limitation, as a witness) in any Proceeding, other than
an action by or in the right of the Company or the Subsidiary,  as the case
may be, by reason of (a) the fact that  Indemnitee  is or was an Officer or
Director of the Company or any other entity which  Indemnitee  is or was or
will be serving at the  request of the  Company or the  Subsidiary,  as the
case may be, or (b)  anything  done or not done by  Indemnitee  in any such
capacity.



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<PAGE>

     5.  Actions  by or in the  Right  of the  Company  or the  Subsidiary.
Indemnitee shall be entitled to the indemnification  rights provided herein
if Indemnitee is a person who was or is a party or is threatened to be made
a party to or is involved (including,  without limitation, as a witness) in
any Proceeding  brought by or in the right of the Company or the Subsidiary
to  procure  a  judgment  in its  favor  by  reason  of (a) the  fact  that
Indemnitee  is or was an Officer or Director of the Company or (b) anything
done or not done by  Indemnitee  in any  such  capacity.  Pursuant  to this
Section,  Indemnitee  shall  be  indemnified  against  Losses  or  Expenses
incurred or suffered by Indemnitee or on Indemnitee's  behalf in connection
with the defense or  settlement of any  Proceeding  if Indemnitee  acted in
good faith and in a manner Indemnitee  reasonably  believed to be in or not
opposed  to the best  interests  of the  Company or the  Subsidiary  or the
stockholders of the Company.  Notwithstanding  the foregoing  provisions of
this  Section,  no such  indemnification  shall be made in  respect  of any
claim,  issue or matter as to which the Applicable  Corporate Law expressly
prohibits such indemnification by reason of an adjudication of liability of
Indemnitee to the Company or the  Subsidiary  unless and only to the extent
that the Court of  Chancery  of the State of Delaware or the court in which
such action or suit was brought  shall  determine  upon  application  that,
despite the adjudication of liability but in view of all the  circumstances
of the case,  Indemnitee is fairly and reasonably entitled to indemnity for
such  Losses and  Expenses  which the Court of Chancery or such other court
shall deem proper.

     6.  Indemnification  for Losses and Expenses of Party Who is Wholly or
Partly Successful.  Notwithstanding  any other provision of this Agreement,
to the extent that  Indemnitee has been wholly  successful on the merits or
otherwise in any Proceeding  referred to in Section 3, 4 or 5 hereof on any
claim, issue or matter therein, Indemnitee shall be indemnified against all
Losses and Expenses  incurred by  Indemnitee or on  Indemnitee's  behalf in
connection  therewith.  If  Indemnitee  is not  wholly  successful  in such
Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company
and the Subsidiary  jointly and severally agree to indemnify  Indemnitee to
the  maximum  extent  permitted  by law  against  all Losses  and  Expenses
incurred by Indemnitee in connection with each successfully resolved claim,
issue or matter. For purposes of this Section and without  limitation,  the
termination of any such claim, issue or matter by dismissal with or without
prejudice  shall be deemed to be a successful  resolution as to such claim,
issue or matter.

     7. Settlement. The Company and the Subsidiary shall have no obligation
to  indemnify  Indemnitee  under this  Agreement  for any  amounts  paid in
settlement of any Proceeding  effected  without the Company's prior written
consent.  The Company and the Subsidiary shall not settle any claim, in any
manner,  which would  impose any Loss on  Indemnitee  without  Indemnitee's
prior written consent.  The Company, the Subsidiary or Indemnitee shall not
unreasonably withhold their consent to any proposed settlement.

     8.  Payment  for  Expenses  of a  Witness.  Notwithstanding  any other
provision of this Agreement, to the extent that Indemnitee is, by reason of
the fact that  Indemnitee  is or was an Officer or Director of the Company,
as the  case may be, a  witness  in any  Proceeding,  the  Company  and the
Subsidiary  jointly and severally  agree to pay to Indemnitee  all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith.



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<PAGE>

     9. Advancement of Expenses and Costs.  All Expenses  incurred by or on
behalf of Indemnitee (or  reasonably  expected by Indemnitee to be incurred
by Indemnitee  within three months) in connection with any Proceeding shall
be  paid  by the  Company  or  the  Subsidiary  in  advance  of  the  final
disposition of such Proceeding  within twenty days after the receipt by the
Company or the  Subsidiary  of a statement or  statements  from  Indemnitee
requesting  from time to time such  advance or  advances,  whether or not a
determination  to indemnify  has been made under  Section 10.  Indemnitee's
entitlement to such advancement of Expenses shall include those incurred in
connection  with any Proceeding by Indemnitee  seeking an  adjudication  or
award in arbitration  pursuant to this Agreement.  The financial ability of
Indemnitee to repay an advance shall not be a prerequisite to the making of
such advance.  Such statement or statements shall reasonably  evidence such
Expenses incurred (or reasonably  expected to be incurred) by Indemnitee in
connection  therewith  and, if required by the  Applicable  Corporate  Law,
shall include or be accompanied by a written undertaking by or on behalf of
Indemnitee to repay such amount if it shall  ultimately be determined  that
Indemnitee is not entitled to be indemnified therefor pursuant to the terms
of this Agreement.

     10.  Procedure for Determination of Entitlement to Indemnification.
          -------------------------------------------------------------

               (a) When seeking indemnification under this Agreement (which
          shall not include in any case the right of  Indemnitee to receive
          payments pursuant to Section 8 and Section 9 hereof,  which shall
          not be subject to this  Section  10),  Indemnitee  shall submit a
          written  request  for  indemnification  to the  Company  and  the
          Subsidiary;  provided,  however,  that no delay or failure on the
          part of the Indemnitee in notifying the Company or the Subsidiary
          shall relieve the Company or the Subsidiary,  as the case may be,
          from any obligation hereunder unless and solely to the extent the
          Company or the Subsidiary,  as the case may be, is materially and
          adversely  prejudiced  thereby.   Determination  of  Indemnitee's
          entitlement to indemnification shall be made promptly,  but in no
          event  later than 60 days after  receipt by the  Company  and the
          Subsidiary of Indemnitee's  written request for  indemnification.
          The  Secretary  of the Company  shall,  promptly  upon receipt of
          Indemnitee's request for  indemnification,  advise the Board that
          Indemnitee has made such request for indemnification.

               (b) If, at the time of the receipt of a written  request for
          indemnification  pursuant to Section 10(a) above, the Company has
          D&O  Insurance,  as such term is defined in Section 15 below,  in
          effect,  the Company shall give prompt  notice of the  Proceeding
          which  is  the  subject  of  such  request  to  the  insurers  in
          accordance  with  the  procedures  set  forth  in the  respective
          policies in favor of Indemnitee.  The Company shall,  thereafter,
          take all necessary or desirable  action to cause such insurers to
          pay, on behalf of Indemnitee,  all Losses and Expenses payable as
          a result of such action,  suit or proceeding  in accordance  with
          the terms of such policies.

               (c) The entitlement of Indemnitee to  indemnification  under
          this  Agreement  shall be  determined in the specific case (1) by
          the Board by a majority vote of the Disinterested Directors, even
          though  less  than  a  quorum,  or  (2)  by a  committee  of  the
          Disinterested  Directors  designated  by  majority  vote  of  the
          Disinterested  Directors,  even though less than a quorum, or (3)
          if there are no Disinterested Directors, or if such Disinterested
          Directors  so  direct,  by  Independent  Counsel,  or  (4) by the
          stockholders of the Company.



                                     5
<PAGE>

               (d) In the event the  determination  of entitlement is to be
          made by Independent  Counsel,  such Independent  Counsel shall be
          selected  by  the  Board  and  the  Board  of  Directors  of  the
          Subsidiary and approved by Indemnitee.  Upon failure of the Board
          and the Board of  Directors of the  Subsidiary  to so select such
          Independent  Counsel or upon failure of Indemnitee to so approve,
          such  Independent  Counsel  shall  be  selected  by the  American
          Arbitration  Association  of New  York,  New  York or such  other
          person  as  such   Association   shall  designate  to  make  such
          selection.

               (e) If a  determination  made  pursuant to Section  10(c) is
          that  Indemnitee is not entitled to  indemnification  to the full
          extent of Indemnitee's  request,  Indemnitee shall have the right
          to seek  entitlement to  indemnification  in accordance  with the
          procedures set forth in Section 11 hereof.

               (f) If the person or persons  empowered  pursuant to Section
          10(c) to make a  determination  with  respect to  entitlement  to
          indemnification   shall  have   failed  to  make  the   requested
          determination within 60 days after receipt by the Company and the
          Subsidiary  of  such  request,  the  requisite  determination  of
          entitlement to indemnification  shall be deemed to have been made
          and   Indemnitee   shall   be   absolutely   entitled   to   such
          indemnification,  absent (i) misrepresentation by Indemnitee of a
          material fact in the request for  indemnification or (ii) a final
          judicial   determination   that   all  or  any   part   of   such
          indemnification is expressly prohibited by law.

               (g) The  termination of any  Proceeding by judgment,  order,
          settlement or  conviction,  or upon a plea of nolo  contendere or
          its equivalent, shall not, of itself, adversely affect the rights
          of  Indemnitee  to  indemnification  hereunder  except  as may be
          specifically  provided  herein,  or  create  a  presumption  that
          Indemnitee  did not  act in  good  faith  and in a  manner  which
          Indemnitee  reasonably  believed  to be in or not  opposed to the
          best   interests  of  the  Company  or  the   Subsidiary  or  the
          stockholders  of the  Company,  as the case may be,  or  create a
          presumption   that  (with  respect  to  any  criminal  action  or
          proceeding)  Indemnitee  had  reasonable  cause to  believe  that
          Indemnitee's conduct was lawful.

               (h)  For  purposes  of  any   determination  of  good  faith
          hereunder, Indemnitee shall be deemed to have acted in good faith
          if in taking  such  action  Indemnitee  relied on the  records or
          books  of  account  of  the  Company  or  the  Subsidiary  or  an
          Affiliate,  including  financial  statements,  or on  information
          supplied  to  Indemnitee  by the  officers  of the Company or the
          Subsidiary or an Affiliate in the course of their  duties,  or on
          the advice of legal counsel for the Company or the  Subsidiary or
          an Affiliate or on  information  or records given or reports made
          to  the  Company  or  the   Subsidiary  or  an  Affiliate  by  an
          independent  certified  public  accountant  or by an appraiser or
          other expert  selected with  reasonable  care. The Company and/or
          the Subsidiary  shall have the burden of establishing the absence
          of good faith.  The provisions of this Section 10(h) shall not be
          deemed  to  be  exclusive  or to  limit  in  any  way  the  other
          circumstances  in which  Indemnitee may be deemed to have met the
          applicable standard of conduct set forth in this Agreement.



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<PAGE>

               (i) The knowledge and/or actions,  or failure to act, of any
          other director,  officer, agent or employee of the Company or the
          Subsidiary or an Affiliate shall not be imputed to Indemnitee for
          purposes of determining the right to  indemnification  under this
          Agreement.

     11.  Remedies in Cases of Determination Not to Indemnify or to Advance
          Expenses.
          -----------------------------------------------------------------

               (a) In the  event  that  (i) a  determination  is made  that
          Indemnitee  is not entitled to  indemnification  hereunder,  (ii)
          advances  are not made  pursuant  to  Section  9 hereof  or (iii)
          payment  has not been timely made  following a  determination  of
          entitlement  to  indemnification  pursuant  to Section 10 hereof,
          Indemnitee shall be entitled to seek a final adjudication, either
          through an arbitration  proceeding or in an appropriate  court of
          the  State  of  Delaware   or  any  other   court  of   competent
          jurisdiction  permitted  by  the  Applicable  Corporate  Law,  of
          Indemnitee's entitlement to such indemnification or advance.

               (b) In the event a determination has been made in accordance
          with the procedures  set forth in Section 10 hereof,  in whole or
          in part, that Indemnitee is not entitled to indemnification,  any
          judicial  proceeding or arbitration  referred to in Section 11(a)
          shall be de novo and Indemnitee shall not be prejudiced by reason
          of any such prior  determination  that Indemnitee is not entitled
          to  indemnification,  and the Company and/or the Subsidiary shall
          bear the burdens of proof  specified  in Sections 6 and 10 hereof
          in such proceeding.

               (c) If a  determination  is made or deemed to have been made
          pursuant to the terms of Section 10 or 11 hereof that  Indemnitee
          is entitled to  indemnification,  the Company and the  Subsidiary
          shall be bound by such  determination in any judicial  proceeding
          or  arbitration  in the absence of (i) a  misrepresentation  of a
          material   fact  by   Indemnitee   or   (ii)  a  final   judicial
          determination  that  all or any part of such  indemnification  is
          expressly prohibited by law.

               (d) To the extent deemed appropriate by the court,  interest
          shall be paid by the  Company  or the  Subsidiary,  or  both,  to
          Indemnitee  at a reasonable  interest  rate for amounts which the
          Company or the Subsidiary,  or both, indemnifies or is obliged to
          indemnify  Indemnitee for the period  commencing with the date on
          which Indemnitee  requested  indemnification (or reimbursement or
          advancement  of any  Expenses)  and ending with the date on which
          such  payment  is  made  to  Indemnitee  by  the  Company  or the
          Subsidiary, or both.

               (e) In any suit brought by the Indemnitee to enforce a right
          to  indemnification  hereunder  (but not in a suit brought by the
          Indemnitee to enforce a right to an  advancement  of expenses) it
          shall be a defense that the Indemnitee has not met any applicable
          standard for indemnification required by the Applicable Corporate
          Law.  In any suit  brought by the  Company or the  Subsidiary  to
          recover an  advancement  of expenses  pursuant to the terms of an
          undertaking,  the Company and/or the Subsidiary shall be entitled
          to  recover  such  expenses  upon a final  adjudication  that the
          Indemnitee  has  failed  to  meet  any  applicable  standard  for
          indemnification required by the Applicable Corporate Law. Neither
          the  failure  of  the  Company   (including   its   Disinterested



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<PAGE>

          Directors,  a committee of Disinterested  Directors designated by
          majority  vote  of  the  Disinterested   Directors,   Independent
          Counsel,  or its stockholders) to have made a determination prior
          to the  commencement  of such  suit that  indemnification  of the
          Indemnitee is proper in the circumstances  because the Indemnitee
          has met the  applicable  standard  of  conduct  set  forth in the
          Applicable  Corporate  Law,  nor an actual  determination  by the
          Company  (including its Disinterested  Directors,  a committee of
          Disinterested  Directors  designated  by  majority  vote  of  the
          Disinterested    Directors,    Independent    Counsel,   or   its
          stockholders)  that the  Indemnitee  has not met such  applicable
          standard  of  conduct,   shall  create  a  presumption  that  the
          Indemnitee has not met the applicable  standard of conduct or, in
          the case of such a suit brought by the  Indemnitee,  be a defense
          to such suit. In any suit brought by the  Indemnitee to enforce a
          right  to  indemnification  or  to  an  advancement  of  expenses
          hereunder,  or by the  Company  or the  Subsidiary  to recover an
          advancement of expenses  pursuant to the terms of an undertaking,
          the burden of proving that the  Indemnitee  is not entitled to be
          indemnified,  or to such  advancement  of  expenses,  under  this
          Section  11 or  otherwise  shall  be on the  Company  and/or  the
          Subsidiary.

     12.  Expenses  Incurred by Indemnitee to Enforce this  Agreement.  All
Expenses  incurred by  Indemnitee in connection  with the  preparation  and
submission of Indemnitee's  request for indemnification  hereunder shall be
jointly and severally borne by the Company and the Subsidiary. In the event
that  Indemnitee is a party to or intervenes in any Proceeding in which the
validity  or  enforceability  of this  Agreement  is at  issue  or seeks an
adjudication  to enforce  Indemnitee's  rights under, or to recover damages
for breach of, this Agreement,  Indemnitee, if Indemnitee prevails in whole
in such  action,  shall be  entitled  to recover  from the  Company and the
Subsidiary,  and shall be jointly and severally  indemnified by the Company
and the Subsidiary against,  any Expenses incurred by Indemnitee.  If it is
determined that Indemnitee is entitled to indemnification for part (but not
all) of the  indemnification  so  requested,  Expenses  incurred in seeking
enforcement of such partial  indemnification  shall be reasonably  prorated
among the  claims,  issues or matters for which  Indemnitee  is entitled to
indemnification  and for claims,  issues or matters for which Indemnitee is
not so entitled.

     13.  Non-Exclusivity.  The  rights of  indemnification  and to receive
advances as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under any law,
certificate of incorporation, by-law, other agreement, vote of stockholders
or  resolution  of  directors  or  otherwise,  both  as to  action  in  the
Indemnitee's  official  capacity and as to action in another capacity while
holding such office. To the extent Indemnitee would be prejudiced  thereby,
no amendment,  alteration,  rescission or  replacement of this Agreement or
any provision  hereof shall be effective as to  Indemnitee  with respect to
any action taken or omitted by such  Indemnitee  in  Indemnitee's  position
with the Company or the  Subsidiary  or an  Affiliate  or any other  entity
which  Indemnitee  is or was  serving at the  request of the Company or the
Subsidiary prior to such amendment, alteration, rescission or replacement.



                                     8
<PAGE>

     14.  Duration of Agreement.  This  Agreement  shall apply to any claim
asserted and any Losses and Expenses  incurred in connection with any claim
asserted  on or  after  the  effective  date of this  Agreement  and  shall
continue  until  and  terminate  upon the later  of:  (a) ten  years  after
Indemnitee  has  ceased to occupy any of the  positions  or have any of the
relationships  described in Section 3, 4 or 5 hereof; or (b) one year after
the final termination of all pending or threatened  Proceedings of the kind
described  herein  with  respect to  Indemnitee.  This  Agreement  shall be
binding upon the Company and the Subsidiary and their respective successors
and assigns and shall inure to the benefit of Indemnitee  and  Indemnitee's
spouse, assigns, heirs, devisee,  executors,  administrators or other legal
representatives.

     15.  Maintenance of D&O Insurance.
          ----------------------------

          (a)  Subject  to  Section  15(c)  below,   the  Company  and  the
     Subsidiary each hereby  covenants and agrees with Indemnitee  that, so
     long as Indemnitee  shall  continue to serve as an Officer or Director
     of the Company and  thereafter so long as Indemnitee  shall be subject
     to any possible claim or threatened,  pending or completed Proceeding,
     whether civil,  criminal or investigative,  by reason of the fact that
     Indemnitee  was an Officer  or  Director  of the  Company or any other
     entity which  Indemnitee  was serving at the request of the Company or
     the Subsidiary,  the Company and the Subsidiary shall maintain in full
     force and effect (i) the directors' and officers'  liability insurance
     issued by the insurer and having the policy  amount and  deductible as
     currently  in effect with  respect to  Directors  and  Officers of the
     Company  or  any of its  subsidiaries  and  (ii)  any  replacement  or
     substitute policies issued by one or more reputable insurers providing
     in all respects coverage at least comparable to and in the same amount
     as that currently  provided under such existing policy  (collectively,
     "D&O Insurance").

          (b) In all policies of D&O Insurance,  the Officers and Directors
     of the  Company  shall  be named as  insureds  in such a manner  as to
     provide  Indemnitee the same rights and benefits,  subject to the same
     limitations,  as are accorded to the  Company's  directors or officers
     most favorably insured by such policy.

          (c)  Notwithstanding  anything to the  contrary  set forth in (a)
     above,  the Company and the  Subsidiary  shall have no  obligation  to
     maintain D&O Insurance if the Company and the Subsidiary  determine in
     good  faith  that such  insurance  is not  reasonably  available,  the
     premium cost for such insurance is  disproportionate  to the amount of
     coverage  provided  or the  coverage  provided  by such  insurance  is
     limited by exclusions so as to provide an insufficient benefit.

     16.  Severability.  Should  any  part,  term or  condition  hereof  be
declared  illegal or  unenforceable  or in conflict with any other law, the
validity  of the  remaining  portions  or  provisions  hereof  shall not be
affected thereby, and the illegal or unenforceable portions hereof shall be
and hereby are redrafted to conform with  applicable law, while leaving the
remaining portions hereof intact.

     17.   Counterparts.   This   Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same document.



                                     9
<PAGE>

     18.  Headings.  Section  headings are for convenience  only and do not
control or affect  meaning  or  interpretation  of any terms or  provisions
hereof.

     19. Modification and Waiver. No supplement,  modification or amendment
of this Agreement  shall be binding  unless  executed in writing by each of
the parties hereto.

     20. No Duplicative  Payment.  The Company and the Subsidiary shall not
be liable  under this  Agreement  to make any payment of amounts  otherwise
indemnifiable  hereunder if and to the extent that Indemnitee has otherwise
actually received such payment (net of Expenses incurred in collecting such
payment) under any insurance policy, contract, agreement or otherwise.

     21. Notices. All notices,  requests,  demands and other communications
provided for by this Agreement shall be in writing (including telecopier or
similar  writing)  and shall be deemed to have been  given at the time when
mailed,  enclosed in a registered or certified  postpaid  envelope,  in any
general or branch office of the United States  Postal  Service,  or sent by
Federal Express or other similar  overnight  courier service,  addressed to
the address of the parties stated below or to such changed  address as such
party  may have  fixed by  notice  or,  if given by  telecopier,  when such
telecopy is transmitted and the appropriate answer back is received.

          (a)  If to Indemnitee, to the address appearing on  the signature
               page hereof.

          (b)  If to the Company or the Subsidiary to:

               CommScope, Inc.
               1100 CommScope Place, SE
               Hickory, North Carolina 28602
               Attention:  General Counsel

     22.  Governing  Law. The parties  agree that this  Agreement  shall be
governed by, and construed and enforced in  accordance  with,  the internal
laws of the State of Delaware without regard to its conflicts of law rules;
provided  that the  Applicable  Corporate  Laws shall be used to  determine
specific issues to the extent provided herein.

     23. Entire Agreement.  Subject to the provisions of Section 13 hereof,
this Agreement constitutes the entire understanding between the parties and
supersedes  all  proposals,   commitments,   writings,   negotiations   and
understandings,  oral and written, and all other communications between the
parties  relating to the  subject  matter  hereof.  To the extent a written
agreement  between the parties  relating to the subject  matter  hereof was
previously  executed,  this Agreement shall be retroactive to the effective
date  of  such  previous  written  agreement,  except  to the  extent  that
Indemnitee would be prejudiced  thereby.  This Agreement may not be amended
or  otherwise  modified  except  in  writing  duly  executed  by all of the
parties. A waiver by any party of any breach or violation of this Agreement
shall not be deemed or  construed as a waiver of any  subsequent  breach or
violation thereof.



                                    10
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                            COMMSCOPE, INC.



                                            By:
                                               ------------------------------
                                               Name:
                                               Title:



                                            COMMSCOPE, INC. OF NORTH CAROLINA



                                            By:
                                               ------------------------------
                                               Name:
                                               Title:


                                            INDEMNITEE

                                            Name:
                                                 ----------------------------
                                            Address:
                                                    -------------------------
                                            City and State:
                                                           ------------------
                                            Telecopier Number:
                                                              ---------------