SUPERIOR TELECOM INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.2





                              SUPERIOR TELECOM INC.

                           STOCK COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS



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                                             TABLE OF CONTENTS

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                                                                                                                 PAGE
                                                                                                                 ----

<S>                <C>                                                                                            <C>
 ARTICLE  I.       .................................................................................PURPOSE        1

 ARTICLE  II.      .............................................................................DEFINITIONS        1

 ARTICLE  III.     ..........................................................................ADMINISTRATION        3

 ARTICLE  IV.      ..................................................SHARES; ADJUSTMENT UPON CERTAIN EVENTS        4

 ARTICLE  V.       ...............................................................................ELECTIONS        5

 ARTICLE  VI.      ........................................................................RESTRICTED STOCK        7

 ARTICLE  VII.     ...........................................................................STOCK OPTIONS        9

 ARTICLE  VIII.    .............................................................TERMINATION OF DIRECTORSHIP        10

 ARTICLE  IX.      .....................................................................NON-TRANSFERABILITY        11

 ARTICLE  X.       ............................................................CHANGE IN CONTROL PROVISIONS        11

 ARTICLE  XI.      ....................................................TERMINATION OR AMENDMENT OF THE PLAN        12

 ARTICLE  XII.     ...........................................................................UNFUNDED PLAN        13

 ARTICLE  XIII.    ......................................................................GENERAL PROVISIONS        13

 ARTICLE XIV.      ............................................................................TERM OF PLAN        16
</TABLE>


<PAGE>


                              SUPERIOR TELECOM INC.
               STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
               (AMENDED AND RESTATED EFFECTIVE AS OF MAY 1, 2000)


                                    ARTICLE I

                                     PURPOSE

         The purpose of the Plan is to enhance the profitability and value of
the Company for the benefit of its stockholders by enabling the Company to: (i)
require Non-Employee Directors to elect either shares of Restricted Stock or
Stock Options with respect to 50% of their Retainer Fees; and (ii) permit
Non-Employee Directors to elect either shares of Restricted Stock or Stock
Options, in lieu of cash payment of their Retainer Fees or Meeting Fees, thereby
attracting, retaining and rewarding Non-Employee Directors and strengthening the
mutuality of interests between Non-Employee Directors and the Company's
stockholders.

                                   ARTICLE II

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

         II.1 "AWARD" shall mean any award under this Plan of any:
(i) Restricted Stock; or (ii) Stock Option.

         II.2 "BOARD" shall mean the Board of Directors of the Company.

         II.3 "CAUSE" shall mean an act or failure to act that constitutes
"cause" for removal of a director under applicable Delaware law.

         II.4 "CHANGE IN CONTROL" shall have the meaning set forth Section 10.2.

         II.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
Any reference to any section of the Code shall also be a reference to any
successor provision

         II.6 "COMMON STOCK" shall mean common stock, $.01 par value per share,
of the Company.

         II.7 "COMPANY" shall mean Superior TeleCom Inc. or any successor
corporation by merger, consolidation or transfer of assets substantially as
a whole.

         II.8 "EFFECTIVE DATE" shall mean January 1, 1999. The amendments
contained herein shall become effective on May 1, 2000.

         II.9 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.


<PAGE>

         II.10 "FAIR MARKET VALUE" shall mean for purposes of this Plan, unless
otherwise required by any applicable provision of the Code or any regulations
issued thereunder, as of any date, the last sales price reported for the Common
Stock on the applicable date: (i) as reported by the principal national
securities exchange in the United States on which it is then traded or the
Nasdaq Stock Market, Inc.; or (ii) if not traded on any such national securities
exchange or the Nasdaq Stock Market, Inc., as quoted on an automated quotation
system sponsored by the National Association of Securities Dealers. If the
Common Stock is not readily tradable on a national securities exchange, the
Nasdaq Stock Market, Inc. or any system sponsored by the National Association of
Securities Dealers, its Fair Market Value shall be set in good faith by the
Board on the advice of a registered investment adviser (as defined under the
Investment Advisers Act of 1940). Notwithstanding anything herein to the
contrary, if selected by the Board, "Fair Market Value" means the price for
Common Stock set by the Board in good faith based on reasonable methods set
forth under Section 422 of the Code and the regulations thereunder including,
without limitation, a method utilizing the average of prices of the Common Stock
reported on the principal national securities exchange on which it is then
traded during a reasonable period designated by the Board.

         II.11 "MEETING FEE(S)" shall mean any fees to which a Non-Employee
Director is entitled for attending Board meetings (including by telephonic
means) or for attending the meetings of any Board committee (including by
telephonic means) of which the Non-Employee Director is a member. Meeting Fees
shall not include expense reimbursements, amounts realized upon the exercise of
a Stock Option, Restricted Stock or any other amounts paid to the Non-Employee
Director.

         II.12 "NON-EMPLOYEE DIRECTOR" shall mean any non-employee director of
the Company who is not an employee of the Company. Any director who acts on
behalf of the Company as an officer but who does not receive any compensation
for such services shall be treated as a non-employee for purposes of eligibility
hereunder.

         II.13 "PLAN" shall mean the Superior TeleCom Inc. Stock Compensation
Plan for Non-Employee Directors, as may be amended from time to time.

         II.14 "RESTRICTED STOCK" shall mean an Award of shares of Common Stock
under this Plan that is subject to the restrictions under Article VI.

         II.15 "RETAINER FEE(S)" shall mean the fee to which a Non-Employee
Director is entitled for service on the Board as a director during a fiscal year
of the Company. Retainer Fees shall not include expense reimbursements, amounts
realized upon the exercise of a Stock Option, Restricted Stock or any other
amounts paid to the Non-Employee Director.

         II.16 "RETIREMENT" shall mean a Non-Employee Director's attainment of
age sixty-five (65).

         II.17 "RULE 16B-3" shall mean Rule 16b-3 under Section 16(b) of the
Exchange Act as then in effect or any successor provisions.

                                      -2-

<PAGE>

         II.18 "STOCK OPTION" shall mean an option to purchase shares of Common
Stock granted to Non-Employee Directors pursuant to this Plan. No Stock Option
awarded under this Plan is intended to be an "incentive stock option" within the
meaning of Section 422 of the Code.

         II.19 "TERMINATION OF DIRECTORSHIP" shall mean that the Non-Employee
Director has ceased to be a director (whether as a non-employee director or an
employee director) of the Company.

         II.20 "TRANSFER" or "TRANSFERRED" shall mean anticipate, alienate,
attach, sell, assign, pledge, encumber, charge or otherwise transfer.

                                   ARTICLE III

                                 ADMINISTRATION

         III.1 THE BOARD.  The Plan shall be administered and interpreted by
the Board.

         III.2 DUTIES OF THE BOARD. The Board shall have full authority to
interpret the Plan and to decide any questions and settle all controversies and
disputes that may arise in connection with the Plan; to establish, amend and
rescind rules for carrying out the Plan; to administer the Plan, subject to its
provisions; to prescribe the form or forms of instruments evidencing Awards and
any other instruments required under the Plan and to change such forms from time
to time; and to make all other determinations and to take all such steps in
connection with the Plan and the Awards as the Board, in its sole discretion,
deems necessary or desirable.

         III.3 ADVISORS. The Company or the Board may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan, and may rely upon any advice or opinion received from any such counsel or
consultant and any computation received from any such consultant or agent.
Expenses incurred for the engagement of such counsel, consultant or agent shall
be paid by the Company.

         III.4 DECISIONS FINAL. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Company or the Board
(or any of its members) arising out of or in connection with the Plan shall be
within the absolute discretion of the Company or the Board, as the case may be,
and shall be final, binding and conclusive on the Company and all Non-Employee
Directors and their respective heirs, executors, administrators, successors and
assigns.


                                   ARTICLE IV

                     SHARES; ADJUSTMENT UPON CERTAIN EVENTS

         IV.1  SHARES TO BE DELIVERED. Shares to be issued under the Plan shall
be made available only from issued shares of Common Stock reacquired by the
Company and held in treasury.


                                      -3-
<PAGE>

         IV.2  ADJUSTMENTS UPON CERTAIN EVENTS.

                  (a) ADJUSTMENTS. The existence of the Plan and any Award
         granted hereunder shall not affect in any way the right or power of the
         Board or the stockholders of the Company to make or authorize any
         adjustment, recapitalization, reorganization or other change in the
         Company's capital structure or its business, any merger or
         consolidation of the Company, any issue of bonds, debentures, preferred
         or prior preference stocks ahead of or affecting Common Stock, the
         dissolution or liquidation of the Company or any sale or transfer of
         all or part of the assets or business of the Company, or any other
         corporate act or proceeding.

                  (b) CAPITAL STRUCTURE. In the event of (i) any such change in
         the capital structure or business of the Company by reason of any stock
         dividend or distribution, stock split or reverse stock split,
         recapitalization, reorganization, merger, consolidation, split-up,
         combination or exchange of shares, distribution with respect to its
         outstanding Common Stock or capital stock other than Common Stock, sale
         or transfer of all or part of its assets or business, reclassification
         of its capital stock, or any similar change affecting the Company's
         capital structure or business and (ii) the Board determines an
         adjustment is appropriate under the Plan, then the aggregate number and
         kind of shares which thereafter may be issued under this Plan, the
         number and kind of shares to be issued upon exercise of an outstanding
         Stock Option granted under this Plan and the purchase price thereof
         shall be appropriately adjusted consistent with such change in such
         manner as the Board may deem equitable to prevent substantial dilution
         or enlargement of the rights granted to, or available for, Non-Employee
         Directors under this Plan or as otherwise necessary to reflect the
         change, and any such adjustment determined by the Board shall be
         binding and conclusive on the Company and all Non-Employee Directors
         and employees and their respective heirs, executors, administrators,
         successors and assigns.

                  (c) FRACTIONAL SHARES. Fractional shares of Common Stock
         resulting from any adjustment in Awards pursuant to Section 4.2(a) or
         (b) shall be aggregated until, and eliminated at, the time of exercise
         by rounding-down for fractions less than one-half (1/2) and rounding-up
         for fractions equal to or greater than one-half (1/2). No cash
         settlements shall be made with respect to fractional shares eliminated
         by rounding. Notice of any adjustment shall be given by the Board to
         each Non-Employee Director whose Award has been adjusted and such
         adjustment (whether or not such notice is given) shall be effective and
         binding for all purposes of the Plan.

                  (d) ACQUISITION EVENTS. If the Company shall not be the
         surviving corporation in any merger or consolidation, or if the Company
         is to be dissolved or liquidated, then, unless the surviving
         corporation assumes the Stock Options or substitutes new Stock Options
         which are determined by the Board in its sole discretion to be
         substantially similar in nature and equivalent in terms and value for
         Stock Options then outstanding, upon the effective date of such merger,
         consolidation, liquidation or dissolution, any unexercised Stock
         Options shall expire without additional compensation



                                      -4-
<PAGE>

          to the holder thereof; provided, that, the Board shall deliver notice
          to each non-employee director at least twenty days prior to the date
          of consummation of such merger, consolidation, dissolution or
          liquidation which would result in the expiration of the Stock Options
          and during the period from the date on which such notice of
          termination is delivered to the consummation of the merger,
          consolidation, dissolution or liquidation, such Non-Employee Director
          shall have the right to exercise in full effective as of such
          consummation all Stock Options that are then outstanding (without
          regard to limitations on exercise otherwise contained in the Stock
          Options) but contingent on occurrence of the merger, consolidation,
          dissolution or liquidation, and, provided that, if the contemplated
          transaction does not take place within a ninety day period after
          giving such notice for any reason whatsoever, the notice, accelerated
          vesting and exercise shall be null and void and, if and when
          appropriate, new notice shall be given as aforesaid.

                                    ARTICLE V

                                    ELECTIONS

         V.1  NON-EMPLOYEE DIRECTOR ELECTIONS.

                  (a) The Company shall pay 50% of a Non-Employee Director's
         Retainer Fees in the form of Restricted Stock or Stock Options, as
         elected by the Non-Employee Director in accordance with Section 5.2
         below.

                  (b) Each Non-Employee Director may also elect, in accordance
         with Section 5.2 below, to receive Awards of Restricted Stock or Stock
         Options in lieu of receiving (i) a cash payment of all or a portion of
         Retainer Fees not covered by Section 5.1(a); or (ii) a cash payment of
         all or a portion of Meeting Fees.

         V.2  TIMING AND MANNER OF ELECTION.

                  (a) METHOD OF ELECTION. Any election to receive Restricted
         Stock or Stock Options as payment of Retainer Fees or Meeting Fees
         shall be made in writing to the Board (on a form prescribed by the
         Board) prior to the first day of the Company's fiscal year during which
         the Retainer Fees or Meeting Fees are earned; provided, however, that
         with respect to the 1999 fiscal year, any election under Section 5.1
         shall be made in writing to the Board prior to the first regularly
         scheduled meeting of the Board, but in no event later than January 31,
         1999. Each election, which shall be made in a manner as determined by
         the Board in its sole and absolute discretion, shall designate (i)
         whether the election applies to Retainer Fees or Meeting Fees; (ii)
         whether the Retainer Fees or Meeting Fees, as applicable, are to be
         awarded in cash, Restricted Stock or Stock Options; and (iii) the
         applicable percentage of Retainer Fees or Meeting Fees to be awarded in
         cash, Restricted Stock or Stock Options.

                  (b) IRREVOCABLE ELECTION. An election under this Article V is
         irrevocable and, except with respect to the 1999 fiscal year, is valid
         only for the Company's fiscal year commencing immediately following the
         date of the election.


                                      -5-
<PAGE>

                  (c) DEFAULT ELECTIONS. If no election is made or if a new
         election is not made with respect to any subsequent fiscal year
         pursuant to Section 5.1(a), the Non-Employee Director shall be deemed
         to have made an election to receive an Award of Restricted Stock for
         purposes of Section 5.1(a). If no election is made or if a new election
         is not made with respect to any subsequent fiscal year pursuant to
         Section 5.1(b), the Non-Employee Director shall be deemed to have made
         an election to receive all Retainer Fees not covered by Section 5.1(a)
         and all Meeting Fees in cash.

                  (d) MID-YEAR PARTICIPATION. An individual who becomes a
         Non-Employee Director after the date by which an election would
         otherwise be required to be made hereunder with respect to a fiscal
         year may elect to receive an Award during that fiscal year by making an
         election, in the form required hereunder, within thirty days after the
         individual becomes a Non-Employee Director and such election shall
         become effective the first day of the month following the date of the
         election.

         V.3  DATE OF GRANT. Awards that are attributable to Retainer Fees shall
be made as of the first business day of each quarter of the Company's fiscal
year, which shall be treated as the dates of grant for such Awards. Awards that
are attributable to Meeting Fees shall be made as of the dates of the Board
meetings and/or committee meetings with respect to which such Awards relate,
which shall be treated as the dates of grant for such Awards. Unless the Board
decides to take specific action at grant with respect to an Award (provided that
it is consistent with the Plan's terms), any grant of an Award hereunder shall
be automatic after giving effect to the election made by an Non-Employee
Director pursuant to Section 5.1 hereof without further action by the Board or
the stockholders of the Company.


                                   ARTICLE VI

                                RESTRICTED STOCK

         VI.1 RESTRICTED STOCK. As of each date of grant, as determined in
accordance with Section 5.3 above, each Non-Employee Director shall receive that
number of shares of Restricted Stock determined by dividing (a) the amount of
Retainer Fees or Meeting Fees that the Non-Employee Director elected to receive
in Restricted Stock, by (b) the lesser of: (i) 100% of the Fair Market Value of
the Common Stock on the first business day of the Company's fiscal year and (ii)
100% of the Fair Market Value of the Common Stock at the time of grant of the
Restricted Stock. Any fractional shares of Restricted Stock resulting from the
division of (a) by (b) shall be eliminated by rounding-down for fractions less
than one-half (1/2) and rounding-up for fractions equal to or greater than
one-half (1/2). No cash settlements shall be made with respect to fractional
shares eliminated by rounding.

         VI.2 AWARDS OF RESTRICTED STOCK.  Restricted Stock granted under this
Article VI shall be subject to the following terms and conditions:

                  (a) PURCHASE PRICE. The purchase price of shares of Restricted
         Stock shall be their par value or, to the extent permitted by
         applicable law, zero.


                                      -6-
<PAGE>

                  (b) AGREEMENT. Awards of Restricted Stock shall be evidenced
         by an agreement entered into between the Company and the Non-Employee
         Director. In the event that the Non-Employee Director is required to
         pay the purchase price for Restricted Stock in accordance with Section
         6.2(a), such agreement must be accepted within a period of ninety days
         (or such shorter period as the Board may specify at grant) after the
         Award date by executing a Restricted Stock Award agreement and by
         paying the purchase price, if any.

                  (c) VESTING. Except as otherwise provided in Article VIII or
         X, shares of Restricted Stock granted to a Non-Employee Director shall
         be fully vested as of the third anniversary of the date the Award is
         granted (the "Restriction Period"). Upon a Non-Employee Director's
         Retirement, all Restricted Stock held by such Non-Employee Director and
         still subject to restrictions shall become fully vested and the
         restrictions thereon shall lapse.

                  (d) LEGEND. Each Non-Employee Director receiving shares of
         Restricted Stock granted under this Article VI shall be issued a stock
         certificate in respect of such shares of Restricted Stock, unless the
         Board elects to use another system, such as book entries by the
         transfer agent, as evidencing ownership of shares of Restricted Stock.
         Such certificate shall be registered in the name of the Non-Employee
         Director and shall bear an appropriate legend, to the extent required
         by applicable law, as the Company may determine, referring to the
         terms, conditions and restrictions applicable to such Award,
         substantially in the following form:

                  "The anticipation, alienation, attachment, sale, transfer,
                  assignment, pledge, encumbrance or charge of the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the Superior TeleCom Inc.
                  (the "Company") Stock Compensation Plan for Non-Employee
                  Directors (the "Plan") and an Agreement entered into between
                  the registered owner and the Company dated         . Copies
                  of such Plan and Agreement are on file at the principal office
                  of the Company."

                  (e) CUSTODY. The Board may require that any stock certificates
         evidencing such shares be held in custody by the Company until the
         restrictions thereon shall have lapsed and that, as a condition to the
         grant of such Award of Restricted Stock, the Non-Employee Director
         shall have delivered a duly signed stock power, endorsed in blank,
         relating to the Common Stock covered by such Award.

         VI.3 OWNERSHIP. Except to the extent otherwise set forth in the
Restricted Stock agreement, the Non-Employee Director shall possess all
incidents of ownership of such shares of Common Stock, subject to this Article
VI, including the right to receive dividends with respect to such shares of
Common Stock, the right to vote such shares of Common Stock, and, subject to and
conditioned upon the full vesting of Restricted Stock, the right to tender such
shares of


                                      -7-
<PAGE>

Common Stock. Any stock dividend that is issued on Restricted Stock or if
Restricted Stock is split or any other shares, securities, moneys or property
representing a dividend is issued on Restricted Stock (other than regular cash
dividends which will be paid when any such cash dividends are distributed to the
Company's stockholders) or represents a distribution or return of capital upon
or in respect of Restricted Stock or any part thereof, or results from a
split-up, reclassification or other like changes of Restricted Stock, or
otherwise is issued in exchange therefor, and any warrants, rights or options
issued in respect of Restricted Stock shall be subject to the same restrictions,
including that of this Article VI, as Restricted Stock with regard to which they
are issued and shall herein be encompassed within the term "Restricted Stock."

         VI.4 LAPSE OF RESTRICTIONS. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock subject to such Restriction
Period, the certificates for such shares shall be delivered to the Non-Employee
Director. All legends shall be removed from said certificates at the time of
delivery to the Non-Employee Director except as otherwise required by applicable
law.


                                   ARTICLE VII

                                  STOCK OPTIONS

         VII.1 STOCK OPTIONS. As of each date of grant, as determined in
accordance with Section 5.3 above, each Non-Employee Director shall receive that
number of Stock Options determined by dividing (i) the amount of Retainer Fees
or Meeting Fees that the Non-Employee Director elected to receive in the form of
Stock Options, by (ii) the value of one Stock Option on the date of grant as
determined in good faith by the Board, based on the purchase price per share of
Common Stock determined in accordance with Section 7.2(a) and a Black-Scholes
Option pricing model (calculated by an accounting, investment banking or
appraisal firm selected by the Board) and such other factors as the Board deems
appropriate. Any fractional number of Stock Options resulting from the division
of (i) by (ii) shall be eliminated by rounding-down for fractions less than
one-half (1/2) and rounding-up for fractions equal to or greater than one-half
(1/2). No cash settlements shall be made with respect to fractional shares
eliminated by rounding.

         VII.2 TERMS OF STOCK OPTIONS. Stock Options granted under this Article
VII shall be subject to the following terms and conditions and shall be in such
form and contain such additional terms and conditions, not inconsistent with
terms of this Plan, as the Board shall deem desirable:

                  (a) STOCK OPTION PRICE. The purchase price per share of Common
         Stock deliverable upon the exercise of a Stock Option granted pursuant
         to Section 7.1 shall be the lesser of: (i) 100% of the Fair Market
         Value of such Common Stock on the first business day of the Company's
         fiscal year; and (ii) 100% of the Fair Market Value of such Common
         Stock at the time of the grant of the Stock Option.

                  (b) AGREEMENT. Awards of Stock Options shall be evidenced by
         an agreement entered into between the Company and the Non-Employee
         Director.


                                      -8-
<PAGE>

                  (c) OPTION TERM. If not previously exercised each Stock Option
         shall expire upon the tenth anniversary of the date of the grant
         thereof.

                  (d) EXERCISABILITY. Except as otherwise provided in Article
         VIII or X, any Stock Option granted under this Article VII shall vest
         and become fully exercisable as of the third anniversary of the date
         the Award is granted. Upon a Non-Employee Director's Retirement, all
         Stock Options held by such Non-Employee Director and not previously
         exercisable shall become fully vested and exercisable.

                  (e) METHOD FOR EXERCISE. Subject to the vesting provisions of
         Section 7.2(d), Stock Options may be exercised in whole or in part at
         any time during the Stock Option term, by giving written notice of
         exercise to the Company specifying the number of shares to be
         purchased. Such notice shall be accompanied by payment in full of the
         purchase price in cash, in the form of Common Stock owned by the
         Non-Employee Director for at least 6 months (and for which the
         Non-Employee Director has good title free and clear of any liens and
         encumbrances) based on the Fair Market Value of the Common Stock on the
         payment date, in a combination thereof or such other arrangement for
         the satisfaction of the purchase price, as the Board may accept. No
         shares of Common Stock shall be issued until payment, as provided
         herein, therefor has been made or provided for.

                                  ARTICLE VIII

                           TERMINATION OF DIRECTORSHIP

         VIII.1 TERMINATION OF DIRECTORSHIP BY REASON OF DEATH. If a
Non-Employee Director's Termination of Directorship is by reason of death, upon
such Termination of Directorship (i) all Restricted Stock held by such
Non-Employee Director and still subject to restrictions shall become fully
vested and the restrictions thereon shall lapse; and (ii) all Stock Options held
by such Non-Employee Director and not previously exercisable shall become fully
vested and exercisable. All Stock Options shall remain exercisable by the
Non-Employee Director's estate or by the person given authority to exercise such
Stock Options by his or her will or by operation of law, for the remainder of
the stated term of such Stock Option.

         VIII.2 TERMINATION OF DIRECTORSHIP FOR CAUSE. If a Non-Employee
Director's Termination of Directorship is for Cause or if the Company obtains or
discovers information after Termination of Directorship that such Non-Employee
Director had engaged in conduct that would have justified a removal for Cause
during such directorship, (i) all Restricted Stock subject to restriction held
by such Non-Employee Director shall be forfeited; and (ii) all Stock Options
held by such Non-Employee Director shall thereupon terminate and expire as of
the date of such Termination of Directorship or the date the Company obtains or
discovers such information.

         VIII.3 TERMINATION OF DIRECTORSHIP BY REASON OTHER THAN DEATH OR FOR
CAUSE. If a Non-Employee Director's Termination of Directorship is by any reason
other than death or for Cause, including, without limitation, Retirement,
disability, resignation, or failure to stand for


                                      -9-
<PAGE>

reelection (i) all Restricted Stock subject to restriction held by such
Non-Employee Director shall be forfeited; and (ii) all Stock Options held by
such Non-Employee Director may be exercised, to the extent exercisable at the
Non-Employee Director's Termination of Directorship, by the Non-Employee
Director for the remainder of the stated term of such Stock Option.

         VIII.4 CANCELLATION OF STOCK OPTIONS. Subject to Section 8.3(b), no
Stock Options that were not vested during the period such person serves as a
director shall thereafter become exercisable upon a Termination of Directorship
for any reason or no reason whatsoever, and such Stock Options shall terminate
and become null and void upon a Termination of Directorship.

         VIII.5 FORFEITURE. A Non-Employee Director shall be entitled to no
compensation upon the forfeiture of rights to Restricted Stock, other than
repayment of par value paid for such Restricted Stock, if any.

                                   ARTICLE IX

                               NON-TRANSFERABILITY

         No Stock Option shall be Transferable by the Non-Employee Director
otherwise than by will or by the laws of descent and distribution. All Stock
Options shall be exercisable, during the Non-Employee Director's lifetime, only
by the Non-Employee Director. Shares of Restricted Stock under Article VI may
not be Transferred prior to the date on which such shares are issued, or, if
later, the date on which the Restriction Period lapses. No Award shall, except
as otherwise specifically provided by law or herein, be Transferable in any
manner, and any attempt to Transfer any such Award shall be void, and no such
Award shall in any manner be liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
Award nor shall it be subject to attachment or legal process for or against such
person. Notwithstanding the foregoing, the Board may determine at the time of
grant or thereafter, that a Stock Option granted pursuant to Article VII that is
otherwise not Transferable pursuant to this Article IX is Transferable in whole
or part and in such circumstances, and under such conditions, as specified by
the Board.

                                    ARTICLE X

                          CHANGE IN CONTROL PROVISIONS

         X.1 BENEFITS. Upon a Change in Control of the Company (as defined
below): (i) Stock Options granted and not previously exercisable shall vest and
become fully exercisable; and (ii) shares of Restricted Stock shall fully vest
and the restrictions thereon shall lapse.

         X.2 CHANGE IN CONTROL.  A "Change in Control" shall be deemed to have
occurred:

                  (a) upon any "person" as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act (other than the Company, any trustee or
         other fiduciary holding securities under any employee benefit plan of
         the Company, any company owned, directly or indirectly, by the
         stockholders of the Company in substantially the same proportions as



                                      -10-
<PAGE>

         their ownership of Common Stock of the Company, as a group or
         individually by Steven S. Elbaum or The Alpine Group, Inc.), becoming
         the owner (as defined in Rule 13d-3 under the Exchange Act), directly
         or indirectly, of securities of the Company representing twenty-five
         percent (25%) or more of the combined voting power of the Company's
         then outstanding securities (including, without limitation, securities
         owned at the time of any increase in ownership);

                  (b) during any period of two consecutive years, individuals
         who at the beginning of such period constitute the Board, and any new
         director (other than a director designated by a person who has entered
         into an agreement with the Company to effect a transaction described in
         paragraph (a), (c), or (d) of this section) or a director whose initial
         assumption of office occurs as a result of either an actual or
         threatened election contest (as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         person other than the Board whose election by the Board or nomination
         for election by the Company's stockholders was approved by a vote of at
         least two-thirds of the directors then still in office who either were
         directors at the beginning of the two-year period or whose election or
         nomination for election was previously so approved, cease for any
         reason to constitute at least a majority of the Board.

                  (c) upon the merger or consolidation of the Company with any
         other corporation, other than a merger or consolidation which would
         result in the voting securities of the Company outstanding immediately
         prior thereto continuing to represent (either by remaining outstanding
         or by being converted into voting securities of the surviving entity)
         more than fifty percent (50%) of the combined voting power of the
         voting securities of the Company or such surviving entity outstanding
         immediately after such merger or consolidation; provided, however, that
         a merger or consolidation effected to implement a recapitalization of
         the Company (or similar transaction) in which no person (other than
         those covered by the exceptions in (a) above) acquires more than
         twenty-five percent (25%) of the combined voting power of the Company's
         then outstanding securities shall not constitute a Change in Control of
         the Company; or

                  (d) upon the stockholder's of the Company approval of a plan
         of complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets other than the sale of all or substantially all of the assets of
         the Company to a person or persons who beneficially own, directly or
         indirectly, at least fifty percent (50%) or more of the combined voting
         power of the outstanding voting securities of the Company at the time
         of the sale.


                                      -11-
<PAGE>

                                   ARTICLE XI

                      TERMINATION OR AMENDMENT OF THE PLAN

         Notwithstanding any other provision of this Plan, the Board may at any
time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that, unless otherwise required by law or
specifically provided herein, the rights of a Non-Employee Director with respect
to Awards granted prior to such amendment, suspension or termination, may not be
impaired without the consent of such Non-Employee Director.

         The Board may amend the terms of any Award granted, prospectively or
retroactively, but, subject to Articles VIII and X above or as otherwise
specifically provided herein, no such amendment or other action by the Board
shall impair the rights of any Non-Employee Director without the Non-Employee
Director's consent.

                                   ARTICLE XII

                                  UNFUNDED PLAN

         This Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments as to which a Non-Employee Director
has a fixed and vested interest but which are not yet made to a Non-Employee
Director by the Company, nothing contained herein shall give any such
Non-Employee Director any rights that are greater than those of a general
creditor of the Company.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

         XIII.1 REPRESENTATION AND LEGEND. The Board may require each person
receiving shares pursuant to the exercise of an Award under the Plan to
represent to and agree with the Company in writing that the Non-Employee
Director is acquiring the shares without a view to distribution thereof. In
addition to any legend required by this Plan, the certificates for such shares
may include any legend which the Board deems appropriate to reflect any
restrictions on Transfer.

         All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stock transfer orders and other restrictions as the
Board may deem advisable under the rules, regulations and other requirements of
the Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Board may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         XIII.2 OTHER PLANS. Nothing contained in this Plan shall prevent the
Board from


                                      -12-
<PAGE>

adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

         XIII.3 NO RIGHT TO DIRECTORSHIP. Neither this Plan nor the grant of any
Award hereunder shall impose any obligations on the Company to retain any
Non-Employee Director as a director nor shall it impose on the part of any
Non-Employee Director any obligation to remain as a director of the Company.

         XIII.4 WITHHOLDING OF TAXES. The Company shall have the right to deduct
from any payment to be made to a Non-Employee Director, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash hereunder, payment by the Non-Employee Director, of, any Federal,
state or local taxes required by law to be withheld.

         The Board may permit any such withholding obligation with regard to any
Non-Employee Director to be satisfied by reducing the number of shares of Common
Stock otherwise deliverable or by delivering shares of Common Stock already
owned. Any fraction of a share of Common Stock required to satisfy such tax
obligations shall be disregarded and the amount due shall be paid instead in
cash by the Non-Employee Director.

         Notwithstanding anything hereunder to the contrary, to the extent
permitted under the Code or other applicable law, the Company may, in its sole
and absolute discretion, reduce the number of shares of Common Stock otherwise
deliverable to a Non-Employee Director in an amount that would be withheld if
taxes were required to be withheld and, if the Company so reduces the shares
otherwise deliverable, the Company shall remit such amount to any such
applicable Federal, state or local taxing authority.

         XIII.5  LISTING AND OTHER CONDITIONS.

                  (a) As long as the Common Stock is listed on a national
         securities exchange or system sponsored by a national securities
         association, the issue of any shares of Common Stock pursuant to the
         exercise of an Award shall be conditioned upon such shares being listed
         on such exchange or system. The Company shall have no obligation to
         issue such shares unless and until such shares are so listed, and the
         right to exercise any Stock Option with respect to such shares shall be
         suspended until such listing has been effected.

                  (b) If at any time counsel to the Company shall be of the
         opinion that any sale or delivery of shares of Common Stock pursuant to
         an Award is or may in the circumstances be unlawful or result in the
         imposition of excise taxes on the Company under the statutes, rules or
         regulations of any applicable jurisdiction, the Company shall have no
         obligation to make such sale or delivery, or to make any application or
         to effect or to maintain any qualification or registration under the
         Securities Act of 1933, as amended, or otherwise with respect to shares
         of Common Stock or Awards and the right to exercise any Stock Option
         shall be suspended until, in the opinion of said counsel, such sale or
         delivery shall be lawful or will not result in the imposition of excise
         taxes on the


                                      -13-
<PAGE>

         Company.

                  (c) Upon termination of any period of suspension under this
         Section 13.5, any Award affected by such suspension which shall not
         then have expired or terminated shall be reinstated as to all shares
         available before such suspension and as to shares which would otherwise
         have become available during the period of such suspension, but no such
         suspension shall extend the term of any Stock Option.

         XIII.6 GOVERNING LAW. This Plan shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).

         XIII.7 CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein 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.

         XIII.8 OTHER BENEFITS. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

         XIII.9 COSTS. The Company shall bear all expenses included in
administering this Plan, including expenses of issuing Common Stock pursuant to
any Award hereunder.

         XIII.10 NO RIGHT TO SAME BENEFITS. The provisions of Awards need not be
the same with respect to each Non-Employee Director, and such Awards granted to
individual Non-Employee Directors need not be the same in subsequent years.

         XIII.11 DEATH/DISABILITY. The Board may in its discretion require the
transferee of a Non-Employee Director to supply it with written notice of the
Non-Employee Director's death or disability and to supply it with a copy of the
will (in the case of a Non-Employee Director's death) or such other evidence as
the Board deems necessary to establish the validity of the transfer of an Award.
The Board may also require that the agreement of the transferee to be bound by
all of the terms and conditions of the Plan.

         XIII.12 SECTION 16(b) OF THE EXCHANGE ACT. All elections and
transactions under the Plan by persons subject to Section 16 of the Exchange Act
involving shares of Common Stock are intended to comply with any applicable
condition under Rule 16b-3. The Board may establish and adopt written
administrative guidelines, designed to facilitate compliance with Section 16(b)
of the Exchange Act, as it may deem necessary or proper for the administration
and operation of the Plan and the transaction of business thereunder.

         XIII.13 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof,


                                      -14-
<PAGE>

and the Plan shall be construed and enforced as if such provisions had not been
included.

         XIII.14 HEADINGS AND CAPTIONS. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

                                   ARTICLE XIV

                                  TERM OF PLAN

         No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the Effective Date, but Awards granted prior to such tenth
anniversary may extend beyond that date.


















                                      -15-

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