SCIENTIFIC ATLANTA INC
AMENDED NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
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<TYPE>EX-10.(L)
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<FILENAME>0004.txt
<DESCRIPTION>AMENDED NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
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                                                                   EXHIBIT 10(L)

                   NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                  (AS AMENDED AND RESTATED ON JUNE 14, 2000)

1.   PURPOSE. The purposes of the plan ("Plan") are to advance the interests of
     Scientific-Atlanta, Inc. ("Company") and its shareholders by (i)
     encouraging increased share ownership by members of the Board of Directors
     ("Board") of the Company who are not employees of the Company or any of its
     subsidiaries, (ii) enhancing the Company's ability to attract and retain
     the services of experienced, able and knowledgeable persons to serve as
     directors, and (iii) providing additional incentive for directors to
     contribute their best efforts to the Company's success.

2.   ADMINISTRATION. The Plan shall be administered by the Board. The Board
     shall have full authority, consistent with the Plan, to interpret the Plan,
     to promulgate such rules and regulations with respect to the Plan as it
     deems desirable and to make all other determinations necessary or desirable
     for the administration of the Plan. All decisions, determinations and
     interpretations of the Board shall be binding upon all persons.

3.   SHARES TO BE ISSUED. Shares of the Company's common stock ("Common Stock")
     delivered on the exercise of stock options ("Options") granted under the
     Plan may be authorized, but previously unissued, shares or previously
     issued shares reacquired by the Company.

4.   GRANTING OF OPTIONS.

     (a)  Eligible Directors. "Eligible Directors" are all members of the Board
          ------------------
          who are not employees of the Company.

     (b)  Initial Grant. Each Non-Employee Director will receive an initial
          -------------
          grant of 40,000 shares upon approval by the Board of this Plan or upon
          his or her initial appointment or election to the Board.

     (c)  Automatic Grants. An Option to purchase 5,000 shares of Common Stock
          ----------------
          shall be granted at the annual meeting of the Board held on the date
          of the Annual Meeting of Shareholders beginning in 2000 and at each
          succeeding Board meeting held on that date, provided the Non-Employee
          Director continues in office after the Board meeting date on which the
          Option is granted.

     (d)  Option Agreement. Each Option shall be evidenced by a written
          ----------------
          instrument which shall state the terms and conditions of the grant,
          not inconsistent with the Plan, as the Board in its sole discretion
          shall determine and approve.

     (e)  Option Price. The purchase price for each share of Common Stock
          ------------
          subject to an Option shall be the fair market value of the Common
          Stock on the date the Option is granted.  For this purpose, as well as
          other purposes under the Plan, fair market value shall be deemed to be
          the closing selling price of a share of Common Stock as reported on
          the New York Stock Exchange Composite on the date on which the Option
          is granted or, if there is no trade on such Exchange on that date,
          then on the next preceding date on which there was a trade of Common
          Stock on such Exchange.  (In the event the Company's Common Stock is
          not listed on the New York Stock Exchange on the date of an Option
          grant, the fair market value shall be determined as stated above but
          with

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          reference to trades on the largest stock exchange on which the Common
          Stock is then traded.)

     (f)  Transferability. An Option shall be nonassignable and nontransferable
          ---------------
          other than: (1) by an Eligible Director pursuant to a will or the laws
          of descent and distribution; or (2) by an Eligible Director to a
          Family Member by gift or pursuant to a domestic relations order (a
          "Permitted Transferee"). "Family Member" means any child, stepchild,
          grandchild, parent, stepparent, grandparent, spouse, former spouse,
          sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
          daughter-in-law, brother-in-law, or sister-in-law, including adoptive
          relationships, any person sharing the Eligible Director's household
          (other than a tenant or employee of the Eligible Director), a trust in
          which these persons have more than fifty percent of the beneficial
          interest, a foundation in which these persons (or the Eligible
          Director) control the management of assets, and any other entity in
          which these persons (or the Eligible Director) own more than fifty
          percent of the voting interests. Options may not be transferred for
          value. The following transactions are not prohibited transfers for
          value:

          (i)  a transfer under a domestic relations order in settlement of
               marital property rights; and

          (ii) a transfer to an entity in which more than fifty percent (50%) of
               the voting interests are owned by Family Members (or the Eligible
               Director) in exchange for an interest in that entity.

          An Option shall be exercisable during the Eligible Director's lifetime
          only by him if he has not transferred his Option pursuant to the
          preceding sentence or, in the event of his incompetence or a Permitted
          Tranferee's incompetence, by a duly appointed guardian. If an Option
          has been transferred in accordance with this subsection (f), such
          Option may be exercised, in accordance with the terms of the Plan, by
          the transferee during the transferee's life (or existence if the
          transferee is a legal entity), provided the Option has not expired
          pursuant to the terms of the Plan.

          An Option may not be assigned or transferred by a Permitted
          Transferee, except by will or the laws of descent and distribution
          (collectively, "Inheritance"), but in the event of an assignment or
          transfer by Inheritance, the Option may only be assigned or
          transferred to a Family Member of the Eligible Director who
          transferred the Option to the Permitted Transferee, unless the Board
          consents to another person or entity receiving the Option pursuant to
          Inheritance.

5.   OPTION EXERCISES.

     (a)  Exercise Timing. Except as provided in Sections 5(c) and 6 below,
          ---------------
          each Option shall become exercisable for twenty-five percent (25%) of
          the shares of Common Stock covered by the Option after the expiration
          of one (1) year following the date of grant and for an additional
          twenty-five percent (25%) of the shares after the expiration of each
          of the succeeding three (3) years following the date of grant.

     (b)  Method of Exercise. Options may be exercised by delivery of written
          ------------------
          notice of exercise to the Secretary of the Company, accompanied by the
          full purchase price of the shares being purchased. The price shall be
          paid at the time of exercise (i) in cash, (ii) by the

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          transfer to the Company of shares of the Company's Common Stock
          acquired by the Optionholder prior to the exercise of the Option, or
          (iii) by any combination of cash or such shares of the Company's
          Common Stock. Each such share so transferred in full or part payment
          of the Option price shall be deemed to have a value equal to the
          closing price of a share of the Common Stock of the Company, as traded
          on the New York Stock Exchange (or the largest stock exchange on which
          it is then traded), on the date of transfer to the Company, or if
          there is no trade on such Exchange on that date, on the nearest date
          preceding the date of transfer on which a trade on such Exchange was
          made, and each such share at the time of such transfer shall be free
          and clear of any and all claims, pledges, liens and encumbrances, or
          any restrictions which would in any manner restrict the transfer of
          such shares to the Company in full or part payment of the Option
          price.

     (c)  Effect of Change of Control. In the event of "Change of Control" of
          ---------------------------
          the Company, all Options held by Eligible Directors or by a Permitted
          Transferee on the date of Change of Control shall be immediately
          exercisable in full, irrespective of the amount of time that has
          elapsed from the date of grant. "Change  of Control" means a change
          of twenty-five percent (25%) or more of the membership of the Board
          (excluding membership changes resulting from normal retirement of
          directors) within a twenty-four (24) month period following the
          acquisition of beneficial ownership by any person or entity, or group
          of persons or entities and their affiliates acting in concert, of
          twenty percent (20%) or more of the voting securities of the Company.
          "Affiliates" and "beneficial ownership" shall be defined in accordance
          with Rules 12b-2 and 13d-3 of the Securities and Exchange Commission,
          as the same may from time to time be amended.

6.   EXPIRATION OF OPTIONS. Except as hereinafter provided, all Options shall
     expire on the earlier of (i) the last day of the tenth (10th) year after
     the date of grant or (ii) the date that an Eligible Director ceases to be a
     member of the Board; provided, however, that to the extent any unexpired
     Options are otherwise exercisable on the date that an Eligible Director
     ceases to be a member of the Board for any reason other than Cause (as
     defined below), death, Early Retirement (as defined below) or Mandatory
     Retirement (as defined below), such Options shall remain exercisable for
     one (1) year following the last day of the Eligible Director's Board
     membership and shall expire if not exercised within said one (1) year
     period. If Board membership ceases on account of death or Mandatory
     Retirement, all unexpired Options held by the Eligible Director or by a
     Permitted Transferee on the last day of the Eligible Director's Board
     membership, whether exercisable or not exercisable, shall be immediately
     exercisable and remain exercisable for three (3) years following the last
     day of the Eligible Director's Board membership and shall expire at the end
     of such three (3) year period if not exercised within said three (3) year
     period. If Board membership ceases on account of Early Retirement, all
     unexpired Options held by the Eligible Director or by a Permitted
     Transferee on the last day of the Eligible Director's Board membership,
     which are then exercisable or would have become exercisable had the
     Director continued as a member of the Board for one (1) additional year,
     whether exercisable or not exercisable, shall be immediately exercisable
     and remain exercisable for one (1) year following the last day of the
     Eligible Director's Board membership and shall expire if not exercised
     within said one (1) year period. To the extent any otherwise unexpired
     Options are not exercisable in accordance with the immediately preceding
     sentence, they shall expire as of the effective date of such Eligible
     Director's Early Retirement. If an Eligible Director's membership on the
     Board ends after the occurrence of Cause, all Options held by an Eligible
     Director or by a Permitted Transferee shall expire immediately on his or
     her last day of Board membership. "Cause," for the purposes of this Section
     6, means any act or omission for which indemnification

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     of the Director is prohibited by the Georgia Business Corporation Code
     (Sections 14-2-171 of the Code until July 1, 1989 and Section 14-2-856, as
     amended, on and after July 1, 1989). "Mandatory Retirement," for the
     purposes of this Section 6, means an Eligible Director's ineligibility to
     be re-elected to the Board due to the terms of the retirement policy
     adopted by the Board (as amended from time to time), provided such
     ineligibility occurs after at least thirty-six (36) consecutive months of
     service on the Board. "Early Retirement," for the purposes of this Section
     6, means an Eligible Director's voluntary resignation from the Board after
     at least thirty-six (36) consecutive months of service on the Board.

7.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION. If a reorganization,
     recapitalization, stock split, stock dividend, combination of shares,
     merger, consolidation, rights offering, or any other change in the
     corporate structure or shares of Common Stock of the Company occurs, the
     number and kind of shares authorized by this Plan, and the number, Option
     price and kind of shares covered by the Options granted hereunder, shall be
     automatically adjusted as required in order to prevent an unfavorable
     effect upon the value of the shares covered by then outstanding Options and
     shares covered by Options subsequently granted.

8.   TAX WITHHOLDING. Any exercise of an Option pursuant to the Plan shall be
     subject to withholding of state and federal income taxes, FICA tax or other
     taxes to the extent required by applicable law.

9.   LAWS AND REGULATIONS. The Plan, the grant and exercise of Options, and the
     obligation of the Company to sell or deliver shares of Common Stock under
     the Plan shall be subject to all applicable laws, regulations and rules. In
     the event that the shares of Common Stock to be issued under this Plan are
     not registered under the Securities Act of 1933 and any applicable state
     securities laws prior to the delivery of such shares, the Company may
     require, as a condition to the issuance thereof, that the persons to whom
     such shares are to be issued represent and warrant in writing to the
     Company that the shares are being acquired by him or her for investment for
     his or her own account and not with a view to, for resale in connection
     with, or with an intent of participating directly or indirectly in, any
     distribution of such shares within the meaning of that Act, and a legend to
     that effect may be placed on the certificates representing such shares.

10.  TERMINATION AND AMENDMENT OF THE PLAN. The Board may at any time terminate
     the Plan or may at any time or times amend the Plan or amend any
     outstanding Options for the purpose of satisfying the requirements of any
     changes in applicable laws or regulations or for any other purpose which at
     the time may be permitted by law, provided that:

     (i)  no amendment of any outstanding Option shall contain terms or
          conditions that negatively impact any rights of an Eligible Director
          under such Option, unless such Eligible Director consents to such
          terms or conditions; and

     (ii) except as provided in Section 7, no such amendment shall, without the
          approval of the shareholders of the Company:  (a) increase the number
          of shares of Common Stock for which each Option may be granted under
          the Plan; (b) increase the frequency of Option grants; (c) reduce the
          price at which Options may be granted or exercised below the price
          provided for in Section 4(e); (d) extend the period during which any
          outstanding Option may be exercised; (e) materially increase in any
          other way the benefits accruing to Eligible Directors; (f) expand Plan
          eligibility beyond Eligible Directors as defined herein, or (g)
          disqualify an Eligible Director from being a "disinterested"
          administrator,

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          within the meaning of Rule 16b-3 (or any successor rule) of the
          Securities and Exchange Commission, of any stock option plan or other
          stock-based plan of the Company.

11.  EFFECTIVE DATE. The Plan shall become effective on the date of approval by
     the Board; provided, however, that the Plan shall be submitted to the
     shareholders of the Company for approval, and if not approved by the
     shareholders within one (1) year from the date of approval by the Board,
     the Plan shall be of no force and effect. Options granted under the Plan
     before approval of the Plan by the shareholders shall be granted subject to
     such approval and shall not be exercisable before such approval.

To record the adoption of this Plan (as amended and restated) by the Board as of
June 14, 2000, the Company has caused its authorized officers to execute this
Plan in the space below.


                                    SCIENTIFIC-ATLANTA, INC.


                                    By: /s/ Brian C. Koenig
                                        -----------------------------------
                                    Name:  Brian C. Koenig
                                    Title: Senior Vice President - Human
                                           Resources


                                    By: /s/ William E. Eason, Jr.
                                        -----------------------------------
                                    Name:  William E. Eason, Jr.
                                    Title: Senior Vice President, General
                                           Counsel and Corporate Secretary
[ Corporate Seal]

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