COMMSCOPE INC
DEFERRED COMP. PLAN
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>6
<FILENAME>ex10_12.txt
<DESCRIPTION>DEFERRED COMP. PLAN
<TEXT>
                                                               EXHIBIT 10.12















                   THE COMMSCOPE, INC. OF NORTH CAROLINA
                         DEFERRED COMPENSATION PLAN



                        Effective as of June 1, 1997


<PAGE>

               THE COMMSCOPE, INC. DEFERRED COMPENSATION PLAN


ARTICLE I - INTRODUCTION

1.1  PURPOSE OF THE PLAN

Effective as of June 1, 1997, CommScope, Inc. of North Carolina has adopted
the Plan set forth herein to provide a means by which certain employees may
elect to defer  receipt  of  designated  percentages  or  amounts  of their
Compensation.   Effective  as  of  the  date  of  distribution  by  General
Instrument  Corporation  of all of its shares of stock of  CommScope,  Inc.
(the "Spinoff"), the Plan also assumes the liabilities from the GI Deferred
Compensation  Plan ("GI Plan") with respect to  participants in the GI Plan
as of the date of the Spinoff  whose  employment  after the Spinoff is with
CommScope,  Inc. or its  subsidiaries.  As of the Spinoff,  assets shall be
transferred from the trust maintained in connection with the GI Plan to the
Trust  maintained  in  connection  with the Plan, in an amount equal to the
liabilities transferred from the GI Plan to the Plan.

1.2  STATUS OF PLAN

The Plan is intended to be "a plan which is unfounded  and is maintained by
an employer  primarily for the purpose of providing  deferred  compensation
for a select group of management or highly  compensated  employees"  within
the meaning of Sections  201(2),  301(a)(3)  and  401(a)(1) of the Employee
Retirement Income Security Act of 1974 (`ERISA"),  and shall be interpreted
and  administered t the extent  possible in a manner  consistent  with that
intent.

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 5.1.

2.2 CHANGE OF CONTROL has the meaning set forth 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.

<PAGE>

2.4 COMPANY means CommScope,  Inc. of North Carolina,  any successor to all
or a major  portion of the Company's  assets or business  which assumes the
obligations of the Company,  and each other entity that is affiliated  with
the Company which adopts the Plan with the consent of CommScope,  Inc. With
respect to any Participant, the "Company" shall mean the entity by which he
is employed.

2.5 COMPENSATION  means base salary payable to a Participant by the Company
or an  affiliate,  and  any  bonuses  earned  by a  Participant  under  the
Company's annual incentive plan.

2.6  EFFECTIVE  DATE means June 1, 1997,  subject to the  occurrence of the
Spinoff.

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

2.8 ELECTIVE  DEFERRAL means the portion of Compensation  which is deferred
by a Participant under 4.1.

2.9 ELIGIBLE EMPLOYEE means each employee of the Company who is at a salary
level of Grade 16 or higher.

2.10 ERISA means the Employee  Retirement  Income  Security Act of 1974, as
amended from time to time.  Reference to any section or subsection of ERISA
includes  reference  to any  comparable  or  succeeding  provisions  of any
legislation   which  amends,   supplements  or  replaces  such  section  or
subsection.

2.11  INSOLVENT  means either (i) the Company is unable to pay its debts as
they become due, or (ii) the Company is subject to a pending  proceeding as
a debtor under the United States Bankruptcy Code.

2.12  PARTICIPANT  means any  individual  who  participates  in the Plan in
accordance with Article 3.

2.13 PLAN means the CommScope, Inc. of North Carolina Deferred Compensation
Plan and all amendments thereto.

2.14 PLAN ADMINISTRATOR  means the person,  persons or entity designated by
CommScope,  Inc. of North Carolina from time to time to administer the Plan
and to serve as the  agent for the  Company  with  respect  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. of North Carolina shall
be the Plan Administrator.

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

<PAGE>

2.16 TOTAL AND PERMANENT DISABILITY means the inability of a Participant to
engage in any  substantial  gainful  activity  by  reason of any  medically
determinable  physical or mental impairment which can be expected to result
in death or which has lasted or can be  expected  to last for a  continuous
period of not less than 12 months,  and the  permanence and degree of which
shall  be  supported  by  medical   evidence   satisfactory   to  the  Plan
Administrator.

2.17 TRUST means the applicable trust established by the CommScope, Inc. of
North Carolina or an affiliate  thereof that  identifies the Plan as a plan
with respect to which assets are to be held by the Trustee.

2.18 TRUSTEE means the trustee or trustees under the Trust.

ARTICLE 3 - PARTICIPATION

3.1  COMMENCEMENT OF PARTICIPATION.

Any  individual  who  elects to defer  part of his or her  Compensation  in
accordance  with Section 4.1 shall become a  Participant  in the Plan as of
the date such deferrals commence in accordance with Section 4.1.

3.2  CONTINUED PARTICIPATION

A participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.

ARTICLE 4 - ELECTIVE DEFERRALS

4.1  ELECTIVE DEFERRALS

An individual who is an Eligible Employee on the Effective Date and who had
a deferral  election in effect under the GI Plan as of the Spinoff shall be
deemed to have made such election applicable to the Plan effective from and
after the Spinoff.  Any individual  who becomes an Eligible  Employee after
the  Effective  Date may, by completing an Election form and filing it with
the Plan Administrator  within 30 days after becoming an Eligible Employee,
elect to defer a  percentage  or dollar  amount of one or more  payments of
Compensation, on such terms as the Plan Administrator may permit, which are
first available and payable to the Participant  after the date on which the
individual files the Election Form.

Any Eligible  Employee  who has not  otherwise  initially  elected to defer
Compensation  in  accordance  with this  paragraph 4.1 may elect to defer a
percentage  or dollar amount of one or more  payments of  Compensation,  on
such terms as the Plan  Administrator  may permit by timely  completing  an
Election Form.

<PAGE>

A  Participant  may elect to defer only up to 50% of base  salary and up to
100% of any bonuses  earned under the Company's  annual  incentive plan for
any Plan Year.  Base salary is determined  before giving effect to Elective
Deferrals and other salary reduction  amounts which are not included in the
Participant's  gross  income under Code  sections  125,  401(k),  402(h) or
403(b).

A  Participant's  Compensation  shall be  reduced  in  accordance  with the
Participant's  election  hereunder and amounts deferred  hereunder shall be
paid by the  Company  to the  Trust  once per  month  and  credited  to the
Participant's  Account  as of the  date the  amounts  are  received  by the
Trustee.  Elective  Deferrals  shall not be in effect  for any  Participant
during any period in which such Participant is eligible to receive benefits
under the Company's long term disability policy.

A  Participant's  Election  Form  shall  be  effective  for the  Plan  Year
specified on the Election Form and for each succeeding Plan Year until such
time as the  Participant  revokes or revises his election,  in writing,  by
filing a new Election Form.

ARTICLE 5 - ACCOUNTS

5.1  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 7.1 and such other  sub-accounts  as are  necessary  for the proper
administration  of the Plan.  As of the last  business day of each calendar
quarter,  the Plan Administrator shall provide the Participant,  as soon as
practicable  after the end of such quarter,  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.

5.2  INVESTMENTS

The  assets of the  Trust  shall be  invested  in such  investments  as the
Trustee shall determine.  The Trustee may (but is not required to) consider
the Company's or a Participant's  investment preferences when investing the
assets attributable to a Participant's Account. A Participant,  at the time
of making a deferral election, may designate the rate of return,  effective
as of the first business day of any calendar  quarter,  by filing a written
election  specifying the change with the Plan  Administrator  no later than
the fifteenth  day of the month  preceding the first month of such calendar
quarter. Such designations shall not obligate the Company or the Trustee to
set aside or invest assets designed to provide such rate of return.

<PAGE>

ARTICLE 6 - VESTING

6.1  GENERAL

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, credit to his or her Account.

ARTICLE 7 - PAYMENTS

7.1  ELECTION AS TO TIME AND FORM OF PAYMENT

A  Participant  shall elect  irrevocably  on the Election  Form the date at
which the Elective Deferrals (including any earnings  attributable thereto)
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 deferrals 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  deferrals  (including  any
earnings or losses attributable  thereto) for the Plan Year for which it is
made.  Except as provided in Section 7.2,  7.3,  7.4, or 7.5,  payment of a
Participant's  Account shall be made in accordance  with the  Participant's
election under this Section 7.1.

7.2  CHANGE OF CONTROL

The Plan will terminate upon a 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  shall be paid his or her  entire  Account  balance in a single
lump sum.

7.3  TERMINATION OF EMPLOYMENT PRIOR TO RETIREMENT AGE

Upon  termination of a  Participant's  employment for any reason  including
Total  and  Permanent  Disability,  but  other  than  death,  prior  to the
attainment of the Retirement Age, which is age 55, the Participant's entire
Account shall be paid to the  Participant,  according to the  Participant's
irrevocable  election on the Election Form, in a single lump sum as soon as
practicable  following  the end of the  quarter in which  such  termination
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
such termination occurs.

<PAGE>

7.4  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  designation/change  of beneficiary
form  filed  with  the  Plan  Administrator  and  may  be  changed  by  the
Participant at any time by filing another designation/change of beneficiary
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.

7.5  UNFORESEEN EMERGENCY

If a participant  suffers an unforeseen  emergency,  as defined herein, the
Plan Administrator, in its sole discretion, may pay to the Participant only
that portion,  if any, of his or her Account  which the Plan  Administrator
determines  is necessary to satisfy the  emergency  need,  including at the
discretion  of the Plan  Administrator  any  amounts  necessary  to pay any
federal, state and local income taxes reasonable anticipated to result from
the distribution.

A Participant  requesting an emergency  payment shall apply for the payment
in writing in a form approved by the Plan  Administrator  and shall provide
such  additional  information as the Plan  Administrator  may require.  For
purposes of this paragraph,  "unforeseen  emergency" means an immediate and
heavy financial need resulting from any of the following:

a.   expenses which are not covered by insurance and which the  Participant
     or his or her spouse or  dependent  has incurred as a result of sudden
     and unexpected illness or accident; or

b.   expenses which are not covered by insurance and which the  Participant
     or his or her  spouse or  dependent  has  incurred  or must incur as a
     result of a casualty loss.

7.6  TAXES

All federal,  state and local taxes that the Plan Administrator  determines
are required to be withheld from any payments made pursuant to this Article
7 shall be withheld.

<PAGE>

7.7  CLAIMS PROCEDURE

A Participant or beneficiary (a "Claimant") entitled to benefits may file a
claim  for  such  benefits  with the Plan  Administrator,  in such  form as
permitted  by the Plan  Administrator.  The claim will be  evaluated  and a
decision  rendered  within ninety (90) days,  unless special  circumstances
require an additional ninety (90) day extension of time.

A Claimant shall be given written notice of whether the claim is granted or
denied, in whole or in part, including (1) specific reasons for the denial,
(2) references to pertinent  Plan  provisions on which the denial is based,
(3) a description  of any additional  material or information  necessary to
perfect  the  claim  and  explanation  as to why  necessary,  and  (4)  the
Claimant's right to seek review of the denial.

If denied, in whole or in part, the Claimant may make a written request for
review of such  denial  to the Plan  Administrator,  within  60 days  after
receipt of the denial,  and may  include  pertinent  documents,  issues and
comments to aid the Plan Administrator. The request will be evaluated and a
decision  rendered  within sixty (60) days,  unless  special  circumstances
require  an  additional  sixty  (60) day  extension  of time.  The  written
decision  will  specify  reasons for the decision  and  references  to Plan
provisions upon which the decision is based.

A Claimant who fails to file a claim,  or submit a request for review of an
initial  claim  shall  have no right to review  and shall  have no right to
bring  action in any  court.  The  denial  of the claim  shall be final and
binding on all persons for all purposes.

7.8  SECTION 162(M) LIMITATIONS

In the event that any amount to be paid  pursuant to Section 7.1,  7.3, 7.4
or 7.5 would, in the Company's judgment,  result in the  non-deductibility,
under  Section  162(m) of the Code,  of any  portion of such  Participant's
income payable by or attributable to the Company for the year in which such
amount is to be paid,  such  amount  shall not be paid in such  year.  Such
nondeductible amount shall be payable in the following calendar year, as an
addition to the annual  installment  scheduled to be paid in such following
calendar  year, if  applicable,  subject to the  provisions of this Section
7.8.

ARTICLE 8 - PLAN ADMINISTRATOR

8.1  PLAN ADMINISTRATION AND INTERPRETATION

The Plan  Administrator  shall oversee the  administration of the Plan. The
Plan  Administrator  shall have complete control and authority to 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

<PAGE>

and convincing  evidence that the Plan Administrator  acted arbitrarily and
capriciously.  Any  individual(s)  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  CommScope,  Inc. of North  Carolina  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.  The  Plan  Administrator  shall  have  the
responsibility for complying with any reporting and disclosure requirements
of ERISA.

8.2  POWERS, DUTIES, PROCEDURES, ETC.

The Plan  Administrator  shall have such powers and duties,  may adopt such
rules and tables,  may act in accordance with such procedures,  may appoint
such officers or agents,  may delegate such powers and duties,  may receive
such  reimbursements,  and shall  follow such claims and appeal  procedures
with respect to the Plan as it may establish.

8.3  INFORMATION

To enable the Plan  Administrator  to perform  its  functions,  the Company
shall supply full and timely  information to the Plan  Administrator on all
matters  relating to the compensation of  Participants,  their  employment,
retirement,  death,  termination  of employment,  and such other  pertinent
facts as the Plan Administrator may require.

8.4  INDEMNIFICATION OF PLAN ADMINISTRATOR

The  Company  agrees  to  indemnify  and to defend  to the  fullest  extent
permitted  by  law  any  officer(s)  or  employee(s)   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 CommScope, Inc. of
North Carolina) occasioned by any act or omission to act in connection with
the Plan, if such act or omission is in good faith.

ARTICLE 9 - AMENDMENT AND TERMINATION

9.1  AMENDMENTS

CommScope,  Inc. of North  Carolina  shall have the right to amend the Plan
from time to time,  subject to Section  9.3,  by an  instrument  in writing
which has been executed on its behalf by its Chief Executive Officer or his
delegate  designated in writing,  with or without the specific  approval of
the board of directors.

<PAGE>

9.2  TERMINATION OF PLAN

This plan is  strictly a voluntary  undertaking  on the part of the Company
and shall not be deemed to  constitute  a contract  between the Company and
any Eligible Employee (or any other employee) or a consideration for, or an
inducement or condition of employment  for, the performance of the services
by an  Eligible  Employee  (or other  employee).  CommScope,  Inc. of North
Carolina  reserves the right to terminate the Plan at any time,  subject to
Section 9.3, by an  instrument  in writing  which has been  executed on its
behalf  by its  Chief  Executive  Officer  or his  delegate  designated  in
writing,  with or without the specific  approval of the board of directors.
In  addition,  the  Plan  shall  terminate  upon a  Change  of  Control  in
accordance  with  Section  7.2.  Upon  termination  other than  pursuant to
Section 7.2, CommScope, Inc. of North Carolina 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.

9.3  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 10 - MISCELLANEOUS

10.1  NO FUNDING

The Plan  constitutes  a mere  promise by the  Company to make  payments in
accordance with the terms of the Plan and  Participants  and  beneficiaries
shall  have the  status of  general  unsecured  creditors  of the  Company.
Nothing in the Plan will be  construed  to give any  employee  or any other
person rights to any specific assets of the Company or of any other person.
In all events,  it is the intent of the Company that the Plan be treated as
unfounded for tax purposes and for purposes of Title I of ERISA.

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

10.3  LIMITATION OF PARTICIPANT'S RIGHTS

Nothing  contained  in the Plan shall  confer upon any person a right to be
employed or to continue in the employ of the  Company,  or interfere in any
way  with  the  right of the  Company  to  terminate  the  employment  of a
Participant in the Plan at any time, with or without cause.

<PAGE>

10.4  PARTICIPANTS BOUND

Any  action  with  respect to the Plan taken by  CommScope,  Inc.  of North
Carolina,  the Plan  Administrator  or the  Company  or the  Trustee or any
action  authorized by or taken at the direction of the Plan  Administrator,
the Company or the Trustee shall be conclusive  upon all  Participants  and
beneficiaries entitled to benefits under the Plan.

10.5  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.

10.6  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.

10.7  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 JULY, 1997.


                                    COMMSCOPE, INC. OF NORTH CAROLINA



                                    BY
                                      --------------------------------

</TEXT>
</DOCUMENT>
