EXHIBIT 10.13













                            THE COMMSCOPE, INC.
                  DEFERRED COMPENSATION PLAN FOR DIRECTORS



                      Effective as of August 27, 1997


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         THE COMMSCOPE, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS


ARTICLE I - INTRODUCTION

The Company  has  adopted  the Plan set forth  herein to provide a means by
which each Director may elect to defer receipt of fees that would otherwise
be  payable  to him for  services  performed  as a  Director.  The  Plan is
effective  as of  August  27,  1997.  Benefits  payable  under the Plan are
unfunded and are payable,  when due, from the general assets of the Company
or, in the sole discretion of the Plan Administrator, from the Trust.

ARTICLE 2 - DEFINITIONS

Wherever  used  herein,  the  following  terms have the  meanings set forth
below, unless a different meaning is clearly required by the context:

2.1  ACCOUNT  means,  for  each   Participant,   the  bookkeeping   account
established for his or her benefit under Section 4. 1.

2.2 CHANGE OF CONTROL  shall have the same meaning as the term,  "Change of
Control" contained in the CommScope, Inc. 1997 Long Term Incentive Plan.

2.3 CODE means the Internal  Revenue Code of 1986,  as amended from time to
time. Reference to any section or subsection of the Code includes reference
to any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.

2.4 COMPANY  means  CommScope,  Inc.  and any  successor  to all or a major
portion of the Company's  assets or business which assumes the  obligations
of the Company.

2.5 DIRECTOR means each member of the Company's Board of Directors.

2.6 ELECTION  FORM means the  participation  election  form as approved and
prescribed by the Plan Administrator.

2.7  ELECTIVE  DEFERRAL  means the portion of fees that would  otherwise be
payable to the Director  for services  performed as a Director and which is
deferred by the Participant under Section 3. 1.

2.8  PARTICIPANT  means  any  Director  who  participates  in the  Plan  in
accordance with Article 3.

2.9 PLAN means the CommScope  Deferred  Compensation Plan for Directors and
all amendments thereto.

2.10 PLAN ADMINISTRATOR  means the person,  persons or entity designated by
CommScope,  Inc. from time to time to  administer  the Plan and to serve as
the agent for the Company with respect

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to the Trust as contemplated by the agreement establishing the Trust. If no
such person or entity is so serving at any time,  CommScope,  Inc. shall be
the Plan Administrator.

2.11 PLAN YEAR means the  12-month  period  beginning  January 1 and ending
December 31.

2.12 TRUST means the applicable trust established by the Company which is a
grantor  trust  within  the  meaning  of  section  671 of the Code and that
identifies  the Plan as a plan with  respect to which assets are to be held
by the Trustee.

2.13 TRUSTEE means the trustee or trustees under the Trust.

ARTICLE 3 - PARTICIPATION AND DEFERRALS

3.1 COMMENCEMENT OF PARTICIPATION. Each Director, by completing an Election
Form and filing it with the Plan Administrator, may elect to defer all or a
portion  (expressed in a whole  percentage or dollar amount) of one or more
payments  of fees that  would  otherwise  be  payable  to him for  services
performed  as a Director  and which are earned and payable to the  Director
after the date on which he or she files the  Election  Form.  The  Director
shall  become  a  Participant  in the  Plan  as of the  date  of his  first
deferral.

3.2 DISPOSITION OF AMOUNTS  DEFERRED.  Amounts deferred  hereunder shall be
paid by the Company to the Trust as soon as practicable  after such amounts
otherwise  would  have  been  paid  to the  Director  and  credited  to the
Participant's  Account  as of the  date the  amounts  are  received  by the
Trustee.

3.3 DURATION OF DEFERRAL  ELECTION.  A deferral  election for any Plan Year
shall apply for only that Plan Year. Each Director must make a new deferral
election as of the first day of any Plan Year by giving  written  notice to
the Plan Administrator before the first day of the Plan Year.

ARTICLE 4 - ACCOUNTS

4.1 ACCOUNTS.  The Plan Administrator shall establish a bookkeeping Account
for  each   Participant   reflecting   Elective   Deferrals  made  for  the
Participant's  benefit  together with any adjustments  for income,  gain or
loss and any payments from the Account.  The Plan  Administrator  may cause
the Trustee to maintain and invest separate asset accounts corresponding to
each  Participant's   Account.   The  Plan  Administrator  shall  establish
sub-accounts for each Participant that has more than one election in effect
under  Section 5. 1 and such other  sub-accounts  as are  necessary for the
proper administration of the Plan. The Plan Administrator shall provide, at
least  annually,  the  Participant  with a statement  of his or her Account
reflecting the income, gains and losses (realized and unrealized),  amounts
of deferrals, and distributions of such Account since the prior statement.

4.2 VESTED INTEREST IN ACCOUNTS.  A Participant shall be immediately vested
in, i.e., shall have a nonforfeitable right to, all Elective Deferrals, and
all income and gain attributable thereto, credited to his or her Account.

4.3  INVESTMENT  OF  ELECTIVE  DEFERRALS.  The assets of the Trust shall be
invested  in  accordance  with the  terms of the Trust  document.  The Plan
Administrator will direct the trustee

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with  respect  to  the   investment  of  the  Trust's   assets;   the  Plan
Administrator  may take into account  Participants'  investment  directions
when directing the Trustee.

ARTICLE 5 - PAYMENTS

5.1  ELECTION AS TO TIME AND FORM OF  PAYMENT.  A  Participant  shall elect
irrevocably  on the  Election  Form  the date at  which  the  Participant's
Account will commence to be paid to the  Participant.  Such date must be at
least  five  years  following  the date at which  such  Elective  Deferrals
commence.  The Participant shall also elect thereon for payments to be paid
in either:

a.   a single lump sum; or

b.   annual  installments over a period elected by the Participant up to 10
     years,  the amount of each  installment to equal the balance of his or
     her Account immediately prior to the installment divided by the number
     of installments remaining to be paid ("Annual Installments ").

Each such election will be effective only for Elective Deferrals (including
any  earnings or losses  attributable  thereto) for the Plan Year for which
they  are  made.  Except  as  otherwise   provided  below,   payment  of  a
Participant's  Account shall be made in accordance  with the  Participant's
election under this Section 5. 1.

5.2  CHANGE  OF  CONTROL.  Immediately  prior  to  the  consummation  of  a
transaction  resulting in a Change of Control or, if not possible,  as soon
as possible following a Change of Control,  each Participant's  Account (or
remainder  thereof)  shall  be paid to the  Participant,  according  to the
Participant's  irrevocable  election on the Election Form, in a single lump
sum, or in Annual  Installments over a period elected by the Participant up
to 10 years.

5.3 DEATH. If a Participant dies prior to the complete  distribution of his
or her Account,  the balance of the Account shall be paid, according to the
Participant's   irrevocable   election  on  the  Election   Form,   to  the
Participant's designated beneficiary or beneficiaries, in a single lump sum
as soon as  practicable  following  the end of the  quarter in which  death
occurs, or in Annual  Installments over a period elected by the Participant
up to 10 years, commencing the year immediately following the year in which
death occurs.

Any  designation  of  beneficiary  and form of payment to such  beneficiary
shall be made by the  Participant on a Beneficiary  Designation  Form filed
with the Plan  Administrator  and may be changed by the  Participant at any
time by filing another Beneficiary  Designation Form containing the revised
instructions.  If no beneficiary is designated or no designated beneficiary
survives  the  Participant,  payment  shall  be made  to the  Participant's
surviving spouse, or, if none, to his or her issue per stirpes, in a single
payment.  If no spouse or issue survives the Participant,  payment shall be
made in a single lump sum to the Participant's estate.

ARTICLE 6 - PLAN ADMINISTRATOR

6.1 PLAN ADMINISTRATION AND INTERPRETATION. The Plan Administrator shall be
responsible for administering the Plan. The Plan  Administrator  shall have
complete control and authority to

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determine  the rights and  benefits  and all  claims,  demands  and actions
arising out of the provisions of the Plan of any Participant,  beneficiary,
deceased  Participant,  or other  person  having  or  claiming  to have any
interest  under  the  Plan.  The Plan  Administrator  shall  have  complete
discretion  to interpret the Plan and to decide all matters under the Plan.
Such interpretation and decision shall be final,  conclusive and binding on
all  Participants and any person claiming under or through any Participant,
in the absence of clear and convincing evidence that the Plan Administrator
acted  arbitrarily  and  capriciously.   Any  individual  serving  as  Plan
Administrator  who is a  Participant  will  not  vote or act on any  matter
relating  solely to himself or  herself.  In such case,  the  Company  will
appoint an  individual to act as Plan  Administrator  to take such actions.
When making a determination or calculation, the Plan Administrator shall be
entitled to rely on information furnished by a Participant,  a beneficiary,
the Company or the Trustee.

6.2 INDEMNIFICATION OF PLAN ADMINISTRATOR.  The Company agrees to indemnify
and to defend to the fullest  extent  permitted  by law any  officer(s)  or
employees) who serve as Plan Administrator  (including any such individual,
whether  a  present  or  former  employee,  who  formerly  served  as  Plan
Administrator)  against  all  liabilities,   damages,  costs  and  expenses
(including  attorneys'  fees and amounts paid in  settlement  of any claims
approved  by the  Company)  occasioned  by any  act or  omission  to act in
connection with the Plan, if such act or omission is in good faith.

ARTICLE 7 - AMENDMENT AND TERMINATION

7.1  AMENDMENTS.  The  Company  shall have the right to amend the Plan from
time to time, subject to Section 7.3.

7.2  TERMINATION OF PLAN.  The Company  reserves the right to terminate the
Plan at any time, subject to Section 7.3. Upon termination, the Company may
(a) elect to continue to maintain  the Trust to pay  benefits  hereunder as
they become due as if the Plan had not terminated or (b) amend the Trust as
provided  therein to require  prompt  payment  to  Participant's  (or their
beneficiaries) of the balance of their Accounts.

7.3  EXISTING  RIGHTS.  No  amendment  or  termination  of the  Plan  shall
adversely affect the rights of any Participant with respect to amounts that
have  been  credited  to his or her  Account  prior  to the  date  of  such
amendment or termination.

ARTICLE 8 - MISCELLANEOUS

8.1 NON-ASSIGNABILITY.  None of the benefits,  payments, proceeds or claims
of any  participant  or  beneficiary  shall be  subject to any claim of any
creditor of any  Participant or  beneficiary,  nor shall any Participant or
beneficiary  have  any  right to  alienate,  anticipate,  commute,  pledge,
encumber or

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assign any of the  benefits or  payments  or  proceeds  which he or she may
expect to receive, contingently or otherwise, under the Plan.

8.2 LIMITATION OF PARTICIPANT'S RIGHTS. Nothing contained in the Plan shall
be  interpreted as a contract of employment or inducement for a Director to
perform services for the Board or the Company.

8.3 PARTICIPANTS  BOUND. Any action with respect to the Plan taken by or at
the direction of the Company,  the Plan  Administrator or the Trustee shall
be conclusive upon all Participants and beneficiaries  entitled to benefits
under the Plan.

8.4 RECEIPT AND RELEASE.  Any payment to any  Participant or beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be
in satisfaction of claims against the Company,  the Plan  Administrator and
the Trustee  under the Plan,  and the Plan  Administrator  may require such
Participant or beneficiary,  as a condition  precedent to such payment,  to
execute a  receipt  and  release  to such  effect.  If any  Participant  or
beneficiary  is determined by the Plan  Administrator  to be incompetent by
reason of  physical or mental  disability,  including  minority,  to give a
valid receipt and release,  the Plan Administrator may cause the payment or
payments  becoming due to such person to be made to another  person for his
or  her   benefit   without   responsibility   on  the  part  of  the  Plan
Administrator, the Company or the Trustee to follow the application of such
funds.

8.5 GOVERNING LAW. The Plan shall be construed,  administered, and governed
in all respects  under and by the laws of the State of North  Carolina.  If
any  provision  shall be held by a court of  competent  jurisdiction  to be
invalid or unenforceable, the remaining provisions hereof shall continue to
be fully effective.

8.6 HEADINGS AND  SUBHEADINGS.  Headings and  subheadings  in this Plan are
inserted  for  convenience  only  and  are  not  to be  considered  in  the
construction of the provisions hereof.


SIGNED AT HICKORY, NORTH CAROLINA THIS ___ DAY OF AUGUST, 1997.


                                    COMMSCOPE, INC.



                                    BY
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