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                                                                      EXHIBIT 4A

                                ANTEC CORPORATION
                            2000 STOCK INCENTIVE PLAN

         1. PURPOSE AND EFFECTIVE DATE. ANTEC Corporation (the "Company") has
established this 2000 Stock Incentive Plan (the "Plan") to facilitate the
retention and continued motivation of key employees, consultants and directors
and to align more closely their interests with those of the Company and its
stockholders. The effective date of the Plan shall be March 1, 2000 subject to
the approval of the Company's shareholders at the 2000 Annual Meeting.

         2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors, or the Compensation Committee of the Company's Board of Directors or
such other Board committee as the Board may designate (the "Committee"). The
Committee has the authority and responsibility for the interpretation,
administration and application of the provisions of the Plan, and the
Committee's interpretations of the Plan, and all actions taken by it and
determinations made by it shall be binding on all persons. No Board or Committee
member shall be liable for any determination, decision or action made in good
faith with respect to the Plan.

         3. SHARES SUBJECT TO PLAN. A total of 2,500,000 shares of Common Stock
of the Company ("Shares"), par value $.01 per share may be issued pursuant to
the Plan. The Shares may be authorized but unissued Shares or Shares reacquired
by the Company and held in its treasury. Grants of incentive awards under the
Plan will reduce the number of Shares available thereunder by the maximum number
of Shares obtainable under such grants. If all or any portion of the Shares
otherwise subject to any grant under the Plan are not delivered for any reason
including, but not limited to, the cancellation, expiration or termination of
any option right or unit, the settlement of any award in cash, the forfeiture of
any restricted stock, or the repurchase of any Shares by the Company from a
participant for the cost of the participant's investment in the Shares, such
number of Shares shall be available again for issuance under the Plan. The
number of Shares covered by or specified in the Plan and the number of Shares
and the purchase price for Shares under any outstanding awards, may be adjusted
proportionately by the Committee for any increase or decrease in the number of
issued Shares or any change in the value of the Shares resulting from a
subdivision or consolidation of Shares, reorganization, recapitalization,
spin-off, payment of stock dividends on the Shares, any other increase or
decrease in the number of issued Shares made without receipt of consideration by
the Company, or the payment of an extraordinary cash dividend.

         4. ELIGIBILITY. All key employees, active consultants and directors of
the Company and its subsidiaries are eligible to be selected to receive a grant
under the Plan by the Committee. The Committee may condition eligibility under
the Plan or participation under the Plan, and any grant or exercise of an
incentive award under the Plan on such conditions, limitations or restrictions
as the Committee determines to be appropriate for any reason. No person may be
granted in any period of two consecutive calendar years, awards covering more
than 1,000,000 Shares.

         5. AWARDS. The Committee may grant awards under the Plan to eligible
persons in the form of stock options (including incentive stock options within
the meaning of section 422 of the Code), stock grants, stock units, restricted
stock, stock appreciation rights, performance shares and units and dividend
equivalent rights, and reload options to purchase additional Shares if Shares
are delivered in payment of any other options, and shall establish the number of
Shares subject to each such grant and the terms thereof, including any
adjustments for reorganizations and dividends, subject to the following:

                  (a) All awards granted under the Plan shall be evidenced by
                  agreements in such form and containing such terms and
                  conditions not inconsistent with the Plan as the Committee
                  shall prescribe.

                  (b) The exercise price of any option or stock appreciation
                  right shall not be less than 85% of the fair market value of a
                  corresponding number of Shares as of the date of grant, except
                  that such minimum option price may be reduced (but not below
                  par value) in the case of options granted in consideration of
                  a reduction in compensation by the amount of such reduction.


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                  (c) No more than 20% of the Shares may be awarded in a form
                  other than options or stock appreciation rights unless such
                  Shares are in payment of compensation earned or due at the
                  time of the award or within one year thereof.

                  (d) No option may be repriced by amendment, substitution or
                  cancellation and regrant, unless authorized by the
                  stockholders. Adjustments pursuant to Section 3 above shall
                  not be considered repricing.

         6. AMENDMENT OF THE PLAN. The Board of Directors or the Committee may
from time to time suspend, terminate, revise or amend the Plan or the terms of
any grant in any respect whatsoever, provided that, without the approval of the
stockholders of the Company, no such revision or amendment may increase the
number of Shares subject to the Plan, change the provisions of Section 5 above,
or expand those eligible for grants under the Plan.


                                         /s/ JAMES E. KNOX
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                                        James E. Knox
                                        General Counsel and Assistant Secretary


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