EXHIBIT 10.14










                              COMMSCOPE, INC.
                              ---------------
                   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                   --------------------------------------



                          As Amended and Restated
                         Effective January 1, 2001








<PAGE>

                                 ARTICLE I

                                INTRODUCTION

1.1. Effective Date. The effective date of the Plan is June 8, 1990, and as
amended and restated herein, January 1, 2001.

1.2. Purpose. The purpose of the Plan is to provide supplemental retirement
benefits for a select group of management and/or highly compensated
employees of CommScope, Inc. and its Subsidiaries. The Plan is an unfunded
arrangement that is not intended to qualify under Section 401(a) of the
Internal Revenue Code of 1986, as amended from time to time, nor be
generally subject to the Employee Retirement Income Security Act of 1974,
as amended from time to time.

1.3. Legal Effect. The terms and conditions of the Plan as restated herein
shall amend and supersede, prospectively and in its entirety, the terms and
conditions of the CommScope, Inc. of North Carolina Supplemental Executive
Retirement Plan, originally adopted June 8, 1990 (the "Prior Plan"), except
as expressly stated herein; provided, however, that the provisions of the
Prior Plan shall continue to govern the benefits and rights of (i) all
Participants who were retired under the terms of the Prior Plan as of
December 31, 2000, and, (ii) any other non-retired Participant who was both
actively employed and covered under the terms of the Prior Plan as of
December 31, 2000, who elects not to be covered under the Plan as set forth
herein in lieu of coverage under the Prior Plan. For the avoidance of
doubt, as of and following January 1, 2001, no Participant may participate
in both the Prior Plan and this Plan.

1.4. Administration. The Plan shall be administered by the Board or a
Committee appointed by the Board.

<PAGE>

                                 ARTICLE II

                                DEFINITIONS

2.1 Administrator shall mean the Board, or the Committee appointed by the
Board, responsible for the overall operation and administration of the
Plan.

2.2 Annual Compensation shall mean the Compensation paid to a Participant
by the Company for the Plan Year.

2.3 Annual Compensation Cap shall mean the lesser of (i) the Participant's
Annual Compensation up to the limitation amount set forth under Section
401(a)(17) of the Code as applicable to the Plan Year, and (ii) such
Participant's Annual Compensation up to the specific amounts as set forth
in Appendix A of the Plan herein.

2.4 Beneficial Owner, Beneficially Owned and Beneficially Owning shall have
the meanings applicable under Rule 13d-3 promulgated under the 1934 Act.

2.5 Beneficiary shall mean the person or persons designated by the
Participant to receive a distribution of Plan benefits upon the death of
such Participant.

2.5. Board shall mean the Board of Directors of the Company.

2.6. Cause shall mean a Participant's commission of fraud, embezzlement,
gross misconduct, or other felonies against the Company.

2.7.  Change of Control means, any of the following:
          (i) the  acquisition  by any  person  (a  "Person")  (within  the
     meaning of Sections  13(d) and 14(d) of the Securities Act of 1934, as
     amended (the "1934 Act")) of Beneficial Ownership of Voting Securities
     which, when added to the Voting Securities then Beneficially  Owned by
     such Person,  would result in such Person  Beneficially  Owning 33% or
     more of the combined  Voting Power of the Company's  then  outstanding
     Voting  Securities;  provided,  however,  that  for  purposes  of this
     paragraph  (i),  a  Person  shall  not  be  deemed  to  have  made  an
     acquisition of Voting  Securities if such Person:  (1) acquires Voting
     Securities  as a result  of a stock  split,  stock  dividend  or other
     corporate restructuring in which all stockholders of the class of such
     Voting  Securities  are treated on a pro rata basis;  (2) acquires the
     Voting  Securities   directly  from  the  Company;   (3)  becomes  the
     Beneficial  Owner of 33% or more of the  combined  Voting Power of the
     Company's then outstanding Voting Securities solely as a result of the
     acquisition  of Voting  Securities  by the  Company or any  Subsidiary
     which,  by  reducing  the  number  of Voting  Securities  outstanding,
     increases the proportional number of shares Beneficially Owned by such
     Person,  provided  that  if  (x) a  Person  would  own at  least  such
     percentage  as a  result  of the  acquisition  by the  Company  or any
     Subsidiary  and (y)  after  such  acquisition  by the  Company  or any
     Subsidiary,   such  Person   acquires  Voting   Securities,   then  an
     acquisition  of Voting  Securities  shall  have  occurred;  (4) is the
     Company or any  corporation or other Person of which a majority of its
     voting  power or its equity  securities  or equity  interest  is owned
     directly or indirectly by the Company (a "Controlled  Entity"); or (5)
     acquires   Voting   Securities  in  connection   with  a  "Non-Control
     Transaction" (as defined in paragraph (iii) below); or

<PAGE>

          (ii) the individuals who, as of January 1, 2001, are members of
     the Board (the "Incumbent Board") cease for any reason to constitute
     at least two-thirds of the Board; provided, however, that if either
     the election of any new director or the nomination for election of any
     new director by the Company's stockholders was approved by a vote of
     at least two-thirds of the Incumbent Board prior to such election or
     nomination, such new director shall be considered as a member of the
     Incumbent Board; provided further, however, that no individual shall
     be considered a member of the Incumbent Board if such individual
     initially assumed office as a result of either an actual or threatened
     "Election Contest" (as described in Rule 14a-11 promulgated under the
     1934 Act or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board (a "Proxy
     Contest") including by reason of any agreement intended to avoid or
     settle any Election Contest or Proxy Contest; or

          (iii) approval by stockholders of the Company of:

               (A) a merger,  consolidation or reorganization involving the
          Company (a "Business Combination"), unless

                    (1) the stockholders of the Company, immediately before
               the  Business  Combination,   own,  directly  or  indirectly
               immediately following the Business  Combination,  at least a
               majority of the  combined  voting  power of the  outstanding
               voting  securities  of the  corporation  resulting  from the
               Business   Combination  (the  "Surviving   Corporation")  in
               substantially  the same proportion as their ownership of the
               Voting   Securities    immediately   before   the   Business
               Combination, and

                    (2) the  individuals  who were members of the Incumbent
               Board  immediately  prior to the  execution of the agreement
               providing for the Business Combination constitute at least a
               majority  of the  members of the Board of  Directors  of the
               Surviving Corporation, and

                    (3) no Person (other than the Company or any Controlled
               Entity,  a trustee  or other  fiduciary  holding  securities
               under one or more employee benefit plans or arrangements (or
               any trust forming a part thereof) maintained by the Company,
               the Surviving  Corporation or any Controlled  Entity, or any
               Person who,  immediately prior to the Business  Combination,
               had  Beneficial  Ownership  of  33%  or  more  of  the  then
               outstanding Voting  Securities) has Beneficial  Ownership of
               33% or more of the combined  voting  power of the  Surviving
               Corporation's then outstanding voting securities (a Business
               Combination  satisfying  the  conditions of clauses (1), (2)
               and (3) of this  subparagraph  (A) shall be referred to as a
               "Non-Control Transaction");

               (B) a complete liquidation or dissolution of the Company; or

               (C) the sale or other  disposition  of all or  substantially
          all of the assets of the  Company  (other  than a  transfer  to a
          Controlled Entity).

<PAGE>

Notwithstanding  the foregoing,  a Change of Control shall not be deemed to
occur solely because 33% or more of the then outstanding  Voting Securities
is  Beneficially  Owned  by  (x)  a  trustee  or  other  fiduciary  holding
securities under one or more employee benefit plans or arrangements (or any
trust forming a part thereof)  maintained by the Company or any  Controlled
Entity or (y) any corporation  which,  immediately prior to its acquisition
of such interest,  is owned directly or indirectly by the  stockholders  of
the  Company  in the same  proportion  as their  ownership  of stock in the
Company immediately prior to such acquisition.

2.6. Code shall mean the Internal Revenue Code of 1986, as amended from
time to time.

2.7. Committee shall mean a committee created by the Board to determine
compensation matters involving officers and directors. Any function
exercisable by such Committee may also be exercised by the Board if no such
Committee is ever created or is created and subsequently disbanded. Members
of the Committee may be Board members or other officers of the Company as
designated by the Board.

2.8.  Company shall mean CommScope, Inc., and any successor corporation or
other legal entity thereto.

2.9. Compensation in respect of any Plan Year shall mean the cash salary
and wages paid to the Participant by the Company, including annual bonuses
and commissions earned and accrued in respect of such Plan Year (whether or
not actually paid in that Plan Year), but excluding payments associated
with any other employee benefit plan, profit sharing plan, long term
incentive or stock and stock option programs provided by the Company.
Compensation shall also include any salary reduction contributions made by
the Company under another Company sponsored employee benefit plan that
satisfies the requirements of Section 125 or Section 401(k) of the Code.

2.10. Early Retirement Date shall mean, unless determined otherwise by the
Plan Administrator on a case-by-case basis, the first day of the calendar
month coincident with or next following the later of the Participant's 55th
birthday and the completion of 10 years of Service with the Company.

2.11. Earnings shall mean the notional investment amounts periodically
credited to each Participant's Special Account or Regular Account.

2.12. ERISA shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

2.13. Normal Retirement Date shall mean the first day of the calendar month
coincident with or next following the Participant's 65th birthday.

2.14. Participant shall mean any individual actively employed by the
Company or Subsidiary who is a member of a select group of management
and/or highly compensated employees and who is designated a Participant by
the Board or the Committee.

2.15. Plan shall mean the CommScope, Inc. Supplemental Executive Retirement
Plan as Amended and Restated Effective January 1, 2001, as amended from
time to time.

2.16. Plan Year shall mean the calendar year.

<PAGE>

2.17. Prior Plan shall mean the plan and plan provisions of the CommScope,
Inc. of North Carolina Supplemental Executive Retirement Plan as in effect
as of December 31, 2000 and prior to the amendment and restatement of such
Plan effective January 1, 2001.

2.18. Regular Account shall mean the individual account established for
each employee who first becomes a Participant in the Plan on or after
January 1, 2001, or any other actively employed Participant under the Prior
Plan as of December 31, 2000 who elects to be covered under the terms of
this Plan, to which the Company credits an annual Company contribution and
Earnings as provided in Article IV herein.

2.19. Service shall mean the period of full time employment of a
Participant with (i) the Company, (ii) a prior parent corporation and/or a
prior Subsidiary, or (iii) a Subsidiary or parent corporation.
Notwithstanding the above, at the complete discretion of the Board or
Committee, Service for purposes of determining any Participant's Special
Account may include all or any part of a Participant's continuous full time
employment with the company with whom such Participant was employed
immediately prior to becoming employed by the Company or Subsidiary.

2.20. Special Account shall mean the initial individual account established
for each employee who first becomes a Participant in the Plan on or after
the January 1, 2001, or any other actively employed Participant under the
Prior Plan as of December 31, 2000 who elects to be covered under the terms
of this Plan, to which the Company credits a single lump sum amount and
Earnings thereafter as provided in Article IV herein.

2.21. Subsidiary shall mean any corporation or other legal entity (whether
or not incorporated), in which the Company directly or indirectly owns
either (A) Voting Securities possessing at least 50% of the Voting Power of
such entity, or (B) if such entity does not issue Voting Securities, at
least 50% of the ownership interests in such entity.

2.22. Supplemental Retirement Account Balance shall mean the total of the
Participant's Regular Account and Special Account, including Earnings
thereon, as of any date.

2.23. Survivor's Benefit shall mean the Supplemental Retirement Account
Balance payable to the Participant's Beneficiary in accordance with Article
V herein.

2.24. Termination of Service shall mean the termination of a Participant's
active Service with the Company or any Subsidiary, division or unit whether
by voluntary or involuntary separation, retirement, death, or disability.

2.25. Voting Power shall mean the combined voting power of the then
outstanding Voting Securities.

2.26. Voting Securities shall mean, with respect to the Company or any
Subsidiary, any securities issued by the Company or such Subsidiary,
respectively, which generally entitle the holder thereof to vote for the
election of directors of the Company.

<PAGE>

                                ARTICLE III

          DESIGNATION OF PARTICIPANTS AND ELIGIBILITY FOR BENEFITS

3.1. Designation of Participants. An actively employed Participant under
the Prior Plan as of December 31, 2000 who elects to be covered under the
terms of this Plan shall automatically become a Participant in this Plan.
Any other employee shall become a Participant in this Plan when the Board
or the Committee has (i) approved his selection to become a Participant in
the Plan, (ii) determined the amount of any Special Account to be credited
to the employee, and (iii) notified the employee, in writing, that he is a
Participant in the Plan. Such notice shall be given to a Participant by the
Company with the concurrence of the Board or the Committee and shall be
accompanied by such information as shall be deemed appropriate to describe
the provisions of the Plan and the benefits thereunder.

3.2.  Eligibility for Benefits.  Benefits shall be payable in respect of a
Participant if:

     (a) the Participant's Termination of Service occurs on or after his
Normal Retirement Date.

     (b) the Participant's Termination of Service occurs on or after his
Early Retirement Date.

     (c) the Participant's Termination of Service occurs as a result of (i)
his death while in active Service before his Early Retirement Date or
Normal Retirement Date and he is survived by his Beneficiary, or (ii) his
disability as described in section 5.5 herein.

     (d) the Participant's involuntary Termination of Service by the
Company for reasons other than for Cause.

Except as provided in (c) or (d) above, in section 3.5 below, or upon a
complete termination of the Plan in accordance with section 8.1 below, no
benefits shall be payable hereunder with respect to any Participant whose
Termination of Service occurs prior to the earlier of his Early Retirement
Date or his Normal Retirement Date.

3.3. Continued Employment after Normal Retirement Date. In the event a
Participant remains an active employee of the Company or any Subsidiary,
division or unit after his Normal Retirement Date, his right to benefits
under this Plan shall be fully vested, but no benefits shall be payable to
the Participant until the first day of the calendar month following his
Termination of Service for any reason. In addition, any such Participant
who remains an active employee of the Company or any Subsidiary, division
or unit after his Normal Retirement Date, shall continue to be eligible to
receive (i) annual contributions to his Regular Account in accordance with
Article 4.3 and (ii) Earnings on his Special Account and Regular Account in
accordance with Article 4.5 hereof.

3.4. Continued Eligibility for Benefits. Notwithstanding the above, the
Participant's rights to receive, or continue to receive, his Supplemental
Executive Retirement Plan Account Balance as defined in section 4.1 of this
Plan, shall be contingent on his

     (a) rendering reasonable business consulting and advisory services
after a Termination of Service as the Company may reasonably request from
time to time; provided:

<PAGE>

          (i) It is understood that such services shall not require the
     Participant to be active in the day-to-day activities of the Company,
     and that the Participant shall perform such services as an independent
     contractor.

          (ii) It is further understood that the Participant shall be
     reasonably compensated for such services in an amount to be then
     agreed upon, and he shall be reimbursed for all expenses incurred in
     performing such services.

     (b) not performing services similar to the services performed by the
Participant for the Company or any affiliate of the Company, in any
capacity, for any business enterprise which competes in a substantial
degree with the Company, nor engaging in any activity, including the
solicitation of the Company's employees, that involves substantial
competition with the Company, without the prior written consent of the
Company, during the greater of (i) the period during which the Participant
is entitled to payments hereunder, and (ii) two (2) years immediately
following the Participant's Termination of Service.

3.5. Special Provision Upon Change in Control. In the event of a Change of
Control, other provisions of this Article III notwithstanding, each
Participant employed by the Company immediately prior to such Change of
Control shall be eligible to receive the full value of his Supplemental
Retirement Account Balance in the form of a single lump sum as soon as
practicable following his Termination of Service for any reason other than
by the Company for Cause within the two (2) years after the date of such
Change of Control, and the requirements set forth in Articles 3.2 and 3.4
shall not be applicable.

<PAGE>

                                 ARTICLE IV

                      SUPPLEMENTAL RETIREMENT BENEFITS

4.1. Supplemental Retirement Account Balance. All benefits under this Plan
shall be provided to each Participant from such Participant's Supplemental
Retirement Account Balance as established, maintained, and distributed by
the Company in accordance with the terms of the Plan. Each Participant's
Supplemental Account Balance shall be equal to the sum of such
Participant's Special Account and Regular Account including Earnings
thereon, as described herein.

4.2. Special Account. The Company shall establish for each Participant in
the Plan an individual Special Account. The Special Account for each
actively employed Participant under the Prior Plan as of December 31, 2000,
who elects to be covered under the terms of this Plan, shall be the lump
sum actuarial equivalent of the retirement benefit accrued by such
Participant under the terms of that Prior Plan as of December 31, 2000.
Such Special Account shall be credited with Earnings beginning January 1,
2001, and accumulated balances thereunder shall continue to be credited
with Earnings until completely distributed to the Participant, or his
Beneficiary, if applicable.

The Special Account for each other Participant who was not a Participant in
the Prior Plan shall, unless the Board or the Committee determines in its
sole discretion with respect to any Participant to increase the amount of
such Special Account, be equal to the product of 5% of such Participant's
Annual Compensation as earned over the Plan Year immediately preceding the
Plan Year in which the employee first becomes a Participant, multiplied by
the number of whole and fractional years of Service completed by the
Participant while employed by the Company in a salary grade 17 or higher,
as rendered prior to the January 1 of the Plan Year in which the employee
first becomes a Participant. Such Special Account shall be credited with
Earnings beginning with the Plan Year in which the Special Account is first
established, and accumulated balances thereunder shall continue to be
credited with Earnings until completely distributed to the Participant, or
his Beneficiary, if applicable.

4.3. Regular Account. The Company shall establish for each Participant in
the Plan an individual Regular Account to which the Company shall credit an
annual contribution beginning December 31, 2001 and each subsequent
December 31, thereafter, to each Participant who as of such December 31, is
both a Participant in this Plan and is actively employed by the Company or
a Subsidiary. The annual contribution credited to the Regular Account of
any Participant who is in a salary grade above grade 17 as of December 31
of the Plan Year for which the contribution is determined, shall, unless
the Board or the Committee determines in its discretion with respect to any
Plan Year to increase the amount of such contribution, be equal to 5% of
such Participant's Annual Compensation up to such Participant's Annual
Compensation Cap, plus 15% of such Participant's Annual Compensation in
excess of such Participant's Annual Compensation Cap as applicable to the
Plan Year.

<PAGE>

The annual contribution credited to the Regular Account of any Participant
who is in a salary grade 17, or below, as of December 31 of the Plan Year
for which the contribution is determined, shall, unless the Board or the
Committee determines in its discretion with respect to any Plan Year to
increase the amount of such contribution, be equal to 5% of such
Participant's Annual Compensation up to such Participant's Annual
Compensation Cap, plus 10% of such Participant's Annual Compensation in
excess of such Participant's Annual Compensation Cap as applicable to the
Plan Year. Contributions credited to the Regular Account shall be credited
with Earnings beginning with the Plan Year immediately following its
determination, and accumulated balances thereunder shall continue to be
credited with Earnings until completely distributed to the Participant, or
his Beneficiary, if applicable.

In addition, the Board or the Committee may at its discretion credit to a
Participant's Regular Account, at any time or from time to time, a special
lump sum contribution. Such special lump sum contributions to a
Participant's Regular Account shall be credited with Earnings beginning
with the Plan Year in which the contribution is determined, and accumulated
balances thereunder shall continue to be credited with Earnings until
completely distributed to the Participant, or his Beneficiary, if
applicable.

4.4. Determination of Regular Account Credit in Year of Termination of
Service. If a Participant first experiences a Termination of Service other
than as of December 31 of a Plan Year and qualifies for benefits under
Article III of this Plan, he shall be eligible for a partial contribution
credit to his Regular Account. The partial credit shall be determined as of
the date of his Termination of Service by first computing the annualized
value of the Participant's Compensation and Annual Compensation Cap, then
multiplying such amounts by the applicable contribution percentage factors
set forth in section 4.3 above, and then multiplying the resulting amount
by a prorated factor equal to the number of completed months of Service as
of the Termination of Service date divided by 12.

For purposes of this section 4.4, the portion of the Participant's Annual
Compensation considered attributable to his bonus or commission shall be
his target bonus or commission (deemed achieved at a 100% level of
performance, if applicable) as in effect as for the year during which the
Termination of Service occurs . If it is subsequently determined that his
actual bonus or commission attributable to the year of his Termination of
Service is other than such target bonus or commission amount, then the
Administrator may recalculate the partial contribution credit to his
Regular Account to reflect such difference and may adjust the remaining
balance of the Participant's Supplemental Executive Retirement Plan Account
Balance accordingly. Such recalculations and adjustments shall be completed
as soon as practicable following the determination of the actual bonus or
commission amounts payable, and any resulting adjustments shall be credited
with Earnings as set forth herein.

4.5. Determination and Crediting of Earnings. The Earnings credited to each
Participant's Special Account and Regular Account for each Plan Year shall
be determined by the Administrator prior to the beginning of such Plan Year
and shall be communicated to each Participant. For the Plan Year beginning
January 1, 2001, and for each subsequent Plan Year thereafter until changed
by the Administrator, the Earnings credited to each Participant's Special
Account and Regular Account shall be at a rate of seven percent (7%) per
annum. Earnings shall be credited to each Participant's Special Account or
Regular Account from time to time during each Plan Year in which the
Participant retains an undistributed amount in his Supplemental Retirement
Account Balance.

<PAGE>

4.6. Computation of Actuarial Equivalents. To the extent that actuarial
calculations under this Plan are required pursuant to the development of
the Special Accounts set forth in section 4.2 above, actuarial equivalents
shall be determined on the basis of mortality tables and interest factors
that are reasonable. Such tables and factors shall be developed with the
assistance of an independent actuary selected by the Plan Administrator.


                                 ARTICLE V

                            PAYMENT OF BENEFITS

5.1. Commencement of Benefit Payments. The payment of benefits to a
Participant who becomes eligible for payments due to a Termination of
Service described in Article III of the Plan shall commence on the January
31st or July 31st next following such Participant's Termination of Service.
All subsequent payments shall be made as of the yearly anniversary date of
the first payment and on each subsequent yearly anniversary date until such
time as the Participant's Supplemental Retirement Account Balance has been
completely distributed.

5.2. Form of Benefit Payments. (a) The Participant may elect to have his
Supplemental Retirement Account Balance distributed to him in annual
installments covering a period of 5, 10 or 15 years. At least twelve (12)
months prior to the date that the first installment is scheduled to be
made, the Participant shall elect his installment period on forms provided
by the Administrator. In the absence of a timely election, the distribution
shall be in annual installments over a 5 year period. Except as indicated
herein, once the first installment has been made, no further changes in the
duration of the installment period will be permitted.

          (b) Notwithstanding the above, a Participant who is eligible for
     an initial distribution, or has commenced his distribution but has not
     received all applicable payments, may request that the Administrator
     distribute to him in a single lump sum, his remaining Supplemental
     Retirement Account Balance. Upon the approval of the Administrator,
     such distribution requested pursuant to this Article 5.2(b) shall be
     made in a single lump sum, provided that the lesser of $50,000, or ten
     percent (10%) of the amount remaining in the Supplemental Retirement
     Account Balance as of the date of such distribution shall be forfeited
     prior to the payment of the remainder to the Participant. Any such
     lump sum payments shall be made as soon as practicable following the
     approval of such distribution by the Administrator without regard to
     the provisions of section 5.1 herein.

5.3. Payment of Survivor's Benefit. In the event of the Participant's death
prior to the complete distribution of his Supplemental Retirement Account
Balance, distribution of any remaining amounts shall be made to the
Participant's Beneficiary in a single lump sum as soon as practicable
following the death of the Participant and the determination of the
Beneficiary. If no Beneficiary designation is in effect at the time of the
Participant's death, or if the Beneficiary is missing or has predeceased
the Participant, the Survivor's Benefit shall be made to the personal
representative of the Participant's estate in accordance with applicable
state law.

5.4. Designation of Beneficiary. Immediately upon becoming a Participant ,
each Participant shall designate in writing the Beneficiary who shall
receive the Survivor's Benefit upon his death. The Participant may change
his Beneficiary from time to time, at his discretion, by notifying the
Administrator in writing.

<PAGE>

5.5. Payments in the Event of Disability. In the event that a Participant
has a physical or mental disability which renders him totally and
permanently incapable of performing his duties for the Company on a
substantially full-time basis, he shall be entitled to his Supplemental
Retirement Account Balance. The payment of the Supplemental Retirement
Account Balance shall be made in a single lump sum as soon as practicable
following the determination of the Participant's total and permanent
disability. Such determination of disability shall be made by the
Administrator based on medical evidence deemed acceptable by the
Administrator. Such evidence may include the Participant's qualification
for disability payments under Social Security, and/or payments under a
Company sponsored long term disability insurance program.

5.6. Valuation of Benefit Payments. All distributions under this Plan shall
be based upon the amount credited to the Participant's Supplemental
Retirement Account Balance as determined as of the business day immediately
preceding the date of distribution. In the event that the benefit payments
are in the form of annual installments, each installment shall be
determined by dividing the amount of the Supplemental Retirement Account
Balance, determined as of the business day immediately preceding the date
of such installment, by the remaining number of installments, including the
current installment, to be paid.

5.7 Investment to Facilitate Payment of Benefits. Although the Company is
not obligated to invest any specific asset or fund, or purchase any
insurance contract in order to provide a means for the payment of any
liabilities under this Plan, the Company may elect to do so at any time,
but without any obligation to continue such investment or other payment
vehicles for any particular period of time.

<PAGE>

                                 ARTICLE VI

                     FUNDING AND PARTICIPANT'S INTEREST

6.1 Supplemental Executive Retirement Plan Unfunded. The Plan shall at all
times be considered entirely unfunded for both federal and state income tax
purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended, and no trust shall be created by or for
the Plan. The crediting to each Participant's Special Account or Regular
Account, as the case may be, shall be made through recordkeeping entries.
No actual funds shall be set aside; provided, however, that nothing herein
shall prevent the Company from establishing one or more grantor trusts from
which benefits due under this Plan may be paid in certain instances. All
distributions shall be paid by the Company from its general assets and a
Participant (or his or her beneficiary) shall have the rights of a general
unsecured creditor against the Company for any distributions due hereunder.
The Plan constitutes a mere promise by the Company to make benefit payments
in the future.

6.2 Participant's Interest in Plan. A Participant has an interest only in
the total value of the amount credited to his accounts.

<PAGE>

                                ARTICLE VII

                     ADMINISTRATION AND INTERPRETATION


7.1 Administration. The Administrator shall be in charge of the overall
operation and administration of this Plan. The Administrator to the extent
appropriate and in addition to the powers described elsewhere in this Plan,
has full discretionary authority to construe and interpret the terms and
provisions of the Plan; to perform all acts, including the delegation of
its administrative responsibilities to advisors or other persons who may or
may not be employees of the Company; and to rely upon the information or
opinions of legal counsel or experts selected to render advice with respect
to the Plan, as it shall deem advisable, with respect to the administration
of the Plan.

7.2 Interpretation. The Administrator may take action, correct any defect,
supply any omission or reconcile any inconsistency in the Plan, or in any
election hereunder, in the manner and to the extent it shall deem necessary
to carry the Plan into effect or to carry out the Company's purposes in
adopting the Plan. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company or the
Administrator arising out of, or in connection with, the Plan, shall be
within the absolute discretion of each of them, and shall be final, binding
and conclusive on the Company, and all Participants and Beneficiaries and
their respective heirs, executors, administrator, successors and assigns.
The Administrator's determinations hereunder need not be uniform, and may
be made selectively among eligible employees whether or not they are
similarly situated.

7.3 Records and Reports. The Administrator and its designees shall keep a
record of proceedings and actions and shall maintain or cause to be
maintained all such books of account, records, and other data as shall be
necessary for the proper administration of the Plan. Such records shall
contain all relevant data pertaining to individual Participants and their
rights under this Plan. The Administrator shall have the duty to carry into
effect all rights or benefits provided hereunder to the extent assets of
the Company are properly available.

7.4 Payment of Expenses. The Company shall bear all expenses incurred by
the Administrator in administering this Plan. If a claim or dispute arises
concerning the rights of a Participant or Beneficiary to amounts deferred
under this Plan, regardless of the party by whom such claim or dispute is
initiated, the Company shall, upon presentation of appropriate vouchers,
pay all legal expenses, including reasonable attorney's fees, court costs,
and ordinary and necessary out-of-pocket costs of attorneys, billed to and
payable by the Participant or by anyone claiming under or through the
Participant (such person being hereinafter referred to as the
"Participant's Claimant"), in connection with the bringing, prosecuting,
defending, litigating, negotiating, or settling of such claim or dispute;
provided that:

          (a) The Participant or the Participant's Claimant shall repay the
     Company any such expenses theretofore paid or advanced by the Company
     if and to the extent that the party disputing the Participant's rights
     obtains a final judgment in its favor from a court of competent
     jurisdiction from which no appeal may be taken, whether because the
     time to do so has expired or otherwise, and it is determined by the
     court that such expenses were not incurred by the Participant or the
     Participant's Claimant while acting in good faith; provided further,
     that

<PAGE>

          (b) In the case of any claim or dispute initiated by a
     Participant or the Participant's Claimant, such claim shall be made,
     or notice of such dispute given, with specific reference to the
     provisions of this Plan, to the Administrator within two (2) years,
     (three (3) years in the event of a Change of Control) after the
     occurrence of the event giving rise to such claim or dispute.

7.5 Indemnification for Liability. The Company shall indemnify the
Administrator and the employees of the Company to whom the Administrator
delegates duties under this Plan against any and all claims, losses,
damages, expenses and liabilities arising from their responsibilities in
connection with this Plan, unless the same is determined to be due to gross
negligence or willful misconduct.

7.6 Claims Procedure. If a claim for benefits or for participation under
this Plan is denied in whole or in part, the claimant will receive written
notification from the Company within ninety (90) days following receipt of
such claim by the Administrator. The notification will include specific
reasons for the denial, specific reference to pertinent provisions of this
Plan, a description of any additional material or information necessary to
process the claim and why such material or information is necessary, and an
explanation of the claims review procedure.

7.7 Review Procedure. Within ninety (90) days after the claim is denied, a
claimant (or his duly authorized representative) may file a written request
with the Administrator for a review of his denied claim. The claimant may
review pertinent documents that were used in processing his claim, submit
pertinent documents, and address issues and comments in writing to the
Administrator. The Administrator will notify the claimant of the final
decision in writing within forty-five (45) days following receipt of such
written request by the Administrator. In this response, the Administrator
will explain the reason for the decision, with specific references to
pertinent Plan provisions on which the decision was based.

7.8 Legal Claims. In no event may a claimant commence legal action for
benefits the claimant believes are due the claimant until the claimant has
exhausted all of the remedies and procedures afforded the claimant by this
Article VII. No such legal action may be commenced more than two (2) years
after the date of the Administrator's final review decision, described in
Section 7.7 above.

7.9. Participant and Beneficiary Information. Each Participant shall keep
the Administrator informed of his current address and the current address
of his designated Beneficiary or Beneficiaries. The Administrator shall not
be obligated to search for any person. If such person is not located within
two (2) years after the date on which payment of the Participant's benefits
payable under this Plan may first be made, payment may be made as though
the Participant or his Beneficiary had died at the end of such two (2) year
period.

<PAGE>

                                ARTICLE VIII

                         AMENDMENT AND TERMINATION

8.1 Amendment and Termination. The Company shall have the right, at any
time, to amend or terminate the Plan in whole or in part provided that such
amendment or termination shall not adversely affect the right of any
Participant or Beneficiary to a payment under the Plan on the basis of
contributions and Earnings to the Participant's Regular Account and/or
Special Account. The Company, upon review of the effectiveness of the Plan,
may at any time recommend amendments to, or termination of, the Plan to the
Administrator. The Company reserves the right, in its sole discretion, to
discontinue, or completely terminate, the Plan at any time. If the Plan is
discontinued with respect to future credits to the Participant's Regular
Account, the Participant's Supplemental Retirement Account Balance shall be
distributed in accordance with the provisions of Article V, unless the
Company designates that distributions shall be made on an earlier date. If
the Company designates such earlier date, each Participant shall receive
distribution of his entire Supplemental Retirement Account Balance as
specified by the Administrator for such event. If the Plan is completely
terminated by the Company, each Participant shall receive distribution of
his entire Supplemental Retirement Account Balance in one lump sum cash
payment as of the date of the Plan termination as designated by the
Administrator.

<PAGE>

                                 ARTICLE IX

                          MISCELLANEOUS PROVISIONS

9.1 Right of the Company to Take Employment Actions. The adoption and
maintenance of this Plan shall not be deemed to constitute a contract
between the Company and any Participant, nor to be a consideration for, nor
an inducement or condition of, the employment of any person. Nothing herein
contained, or any action taken hereunder, shall be deemed to give any
Participant the right to be retained in the employee of the Company or to
interfere with the right of the Company to discharge any Participant at any
time, nor shall it be deemed to give to the Company the right to require
the Participant to remain in its employ, nor shall it interfere with the
Participant's right to terminate his or her employment at any time. Nothing
in this Plan shall prevent the Company from amending, modifying, or
terminating any other benefit plan.

9.2 Alienation or Assignment of Benefits. A Participant's rights and
interest under the Plan shall not be assigned or transferred except as
otherwise provided herein, and the Participant's rights to benefit payments
under this Plan shall not be subject to alienation, pledge or garnishment
by or on behalf of creditors (including heirs, beneficiaries, or
dependents) of the Participant or of a Beneficiary. Notwithstanding the
preceding, the Administrator may direct distributions pursuant to the Plan
to an alternate payee pursuant to a Qualified Domestic Relations Order
(QDRO), as defined in Section 414(p) of the Internal Revenue Code of 1986,
as amended, prior to any distribution date described in the Plan.

9.3 Right to Withhold. To the extent required by law in effect at the time
a distribution is made from the Plan, the Company or its agents shall have
the right to withhold or deduct from any distributions or payments any
taxes required to be withheld by federal, state or local governments.

9.4 Construction. All legal questions pertaining to the Plan shall be
determined in accordance with the laws of the State of North Carolina, to
the extent such laws are not superseded by the Employee Retirement Income
Security Act of 1974, as amended, or any other federal law.

9.5 Headings. The headings of the Articles and Sections of this Plan are
for reference only. In the event of a conflict between a heading and the
contents of an Article or Section, the contents of the Article or Section
shall control.

9.6 Number and Gender. Whenever any words used herein are in the singular
form, they shall be construed as though they were also used in the plural
form in all cases where they would so apply, and references to the male
gender shall be construed as applicable to the female gender where
applicable, and vice versa.

9.7 Severability. If any provision of the Plan is invalid, in whole or in
part, such provision shall to that extent be severable and shall not affect
the remainder of such provision or any other provision of the Plan.

<PAGE>

                                 APPENDIX A


           ------------------------------------------------------

                         Projected Pay Cap at 3.00%
           ------------------------------------------------------

                       Year                      Pay Cap
           ------------------------------------------------------
           ------------------------------------------------------
                       2001                      170,000
                       2002                      180,000
                       2003                      180,000
                       2004                      190,000
                       2005                      190,000
                       2006                      200,000
                       2007                      210,000
                       2008                      210,000
                       2009                      220,000
                       2010                      230,000
          ------------------------------------------------------