GENERAL INSTRUMENT CORP /DE/, PRE 14A, 1995-02-23

GENERAL INSTRUMENT CORP /DE/
PRE 14A, 1995-02-23
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
General Instrument Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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<PAGE>
[LOGO]

<TABLE>
<S> <C> <C>
General Instrument Corporation Daniel F. Akerson
181 West Madison Street Chairman and
Chicago, Illinois 60602 Chief Executive Officer
</TABLE>

March , 1995
Dear Stockholder:

You are cordially invited to attend the 1995 Annual Meeting of Stockholders
of General Instrument Corporation to be held on Wednesday, April 26, 1995, at
3:00 p.m., Central Time, at the Palmer House Hilton, 17 East Monroe Street,
Chicago, Illinois.

The Secretary's formal notice of the meeting and the Proxy Statement appear
on the following pages and describe the matters to be acted upon at the meeting.
During the meeting, we will also review General Instrument's activities over the
past year and items of general interest about the company.

We hope that you will be able to attend the meeting in person. However,
whether or not you plan to be present, please sign and return your proxy as soon
as possible so that your vote will be counted.

Sincerely,

Daniel F. Akerson
Chairman of the Board and
Chief Executive Officer
<PAGE>
GENERAL INSTRUMENT CORPORATION
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------

The Annual Meeting of Stockholders of General Instrument Corporation will be
held at the Palmer House Hilton, 17 East Monroe Street, Chicago, Illinois, on
Wednesday, April 26, 1995 at 3:00 p.m., Central Time, for the following
purposes:

1. To elect four directors for terms ending at the 1998 annual meeting
of stockholders;

2. To consider and vote on a proposal to approve an amendment to the
Company's Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock of the Company;

3. To consider and vote on a proposal to approve the amended and
restated General Instrument Corporation Annual Incentive Plan; and

4. To transact such other business as may properly come before the
meeting.

Stockholders of record as of the close of business on March 1, 1995 will be
entitled to vote at the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ACCOMPANYING ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED BY DELIVERY TO THE COMPANY OF A
SUBSEQUENTLY EXECUTED PROXY OR A WRITTEN NOTICE OF REVOCATION OR BY VOTING IN
PERSON AT THE MEETING.

By order of the Board of Directors,

Thomas A. Dumit
Secretary

March , 1995
<PAGE>
GENERAL INSTRUMENT CORPORATION

181 WEST MADISON STREET, CHICAGO, ILLINOIS 60602
------------------------

PROXY STATEMENT
---------------------

This proxy statement is furnished to stockholders of General Instrument
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board" or
"Board of Directors") for use at the Annual Meeting of Stockholders to be held
at 3:00 p.m., Central Time, on Wednesday, April 26, 1995, at the Palmer House
Hilton, 17 East Monroe Street, Chicago, Illinois, and any adjournments thereof.

Stockholders of record as of the close of business on March 1, 1995, will be
entitled to vote at the meeting or any adjournments thereof. As of the record
date, March 1, 1995, the Company had outstanding shares of Common
Stock, each entitled to one vote on all matters to be voted upon. This proxy
statement, the accompanying form of proxy and the Company's annual report to
stockholders for the fiscal year ended December 31, 1994 are being mailed on or
about March , 1995, to each stockholder entitled to vote at the meeting. All
share and per share information contained in this proxy statement reflects a
two-for-one split of the Common Stock, effected in the form of a stock dividend,
on August 8, 1994.

VOTING AND REVOCATION OF PROXIES

VOTING

If the enclosed proxy is executed and returned in time and not revoked, all
shares represented thereby will be voted. Each proxy will be voted in accordance
with the stockholder's instructions. If no such instructions are specified, the
proxies will be voted FOR the election of each person nominated for election as
a director, FOR the approval of the amendment to the Company's Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation"), and
FOR the approval of the amended and restated General Instrument Corporation
Annual Incentive Plan (the "Annual Incentive Plan").

The holders of a majority of the shares of Common Stock entitled to vote at
the meeting, present in person or by proxy, constitutes a quorum. Assuming a
quorum is present, the affirmative vote of a plurality of the votes cast at the
meeting will be required for the election of directors; the affirmative vote of
a majority of the outstanding shares of Common Stock will be required for the
approval of the amendment to the Certificate of Incorporation; and the
affirmative vote of a majority of the shares present in person or by proxy and
entitled to vote thereon will be required to act on all other matters to come
before the Annual Meeting, including the approval of the Annual Incentive Plan.
An automated system administered by the Company's transfer agent tabulates the
votes. For purposes of determining the number of votes cast with respect to any
voting matter, only those cast "for" or "against" are included; abstentions and
broker non-votes are excluded. Accordingly, with respect to the election of
directors, abstentions and broker non-votes will have no effect on the outcome.
With respect to the proposal to approve the amendment to the Certificate of
Incorporation, an abstention from voting on the matter and broker non-votes have
the same effect as a vote "against" the matter because the affirmative vote of a
majority of the outstanding shares of Common Stock is required for approval. For
purposes of determining whether the affirmative vote of a majority of the shares
present at the meeting and entitled to vote has been obtained, abstentions will
be included in, and broker non-votes will be excluded from, the number of shares
present and entitled to vote. Accordingly, with respect to all matters other
than the election of directors and the approval of the amendment to the
Certificate of Incorporation, abstentions will have the effect of a vote
"against" the matter and broker non-votes will have the effect of reducing the
number of affirmative votes required to achieve the majority vote.

1
<PAGE>
REVOCATION

A stockholder giving a proxy may revoke it at any time before it is voted by
delivery to the Company of a subsequently executed proxy or a written notice of
revocation. In addition, returning your completed proxy will not prevent you
from voting in person at the meeting should you be present and wish to do so.

ELECTION OF DIRECTORS

The Board of Directors consists of three classes. Directors hold office for
staggered terms of three years and until their successors have been duly elected
and qualified. One of the three classes will be elected each year at the Annual
Meeting of Stockholders to succeed the directors whose terms are ending. The
directors in Class I and Class II are serving terms ending at the Annual Meeting
of Stockholders in 1996 and 1997, respectively.

Four directors in Class III are to be elected at the 1995 Annual Meeting;
and proxies cannot be voted for more than four nominees. The directors so
elected will hold office as directors until the 1998 Annual Meeting of
Stockholders and until their respective successors have been duly elected and
qualified.

Unless otherwise directed, proxies in the accompanying form will be voted
FOR the nominees listed below. If any one or more of the nominees is unable to
serve for any reason or withdraws from nomination, proxies will be voted for the
substitute nominee or nominees, if any, proposed by the Board of Directors. The
Board has no knowledge that any nominee will or may be unable to serve or will
or may withdraw from nomination. All of the following nominees are present
directors of the Company whose terms end at the 1995 Annual Meeting. Information
concerning nominees for terms ending at the 1998 Annual Meeting of Stockholders
and for directors in Class I and Class II is set forth below.

NOMINEES FOR TERMS ENDING AT THE 1998 ANNUAL MEETING OF STOCKHOLDERS

JOHN SEELY BROWN, age 54, has been a director of the Company since July
1993. He has been Chief Scientist of Xerox Corporation since 1992 and corporate
vice president of Xerox Corporation since 1990. From 1986 to 1990 he was Vice
President, Advanced Research, Palo Alto Research Center, of Xerox Corporation
and Associate Director of the Institute for Research on Learning. He is also the
director of the Xerox Palo Alto Research Center. He is a Fellow of the American
Association for Artificial Intelligence and a member of the National Academy of
Education.

THEODORE J. FORSTMANN, age 55, served as a director of General Instrument
Corporation of Delaware ("GI Delaware"), the Company's sole direct subsidiary,
from August 1990 to March 1992, when he was elected to serve as a director of
the Company. He has been a General Partner of FLC Partnership, L.P., the General
Partner of Forstmann Little & Co., since he co-founded Forstmann Little & Co. in
1978. He is a director of The Topps Company, Inc. and Department 56, Inc.

MORTON H. MEYERSON, age 56, has been a director of the Company since July
1993. Since 1992, he has served as Chairman and Chief Executive Officer of Perot
Systems Corporation, a computer and communication services company. From 1989 to
1992, he was a private investor. He was President from 1979 to 1986, and Vice
Chairman in 1986, of Electronic Data Systems Corp., a company which designs,
installs and operates business information and communication systems. He serves
on a number of corporate and advisory boards, including Energy Service Company,
Inc., the National Park Foundation, the School of American Research in Santa Fe
and the Wharton School of Business of the University of Pennsylvania; SEI Center
for Advanced Studies in Management.

FELIX G. ROHATYN, age 66, has been a director of the Company since October
1993. He has been a general partner of Lazard Freres & Co., Investment Bankers,
since 1960 and served as Chairman of the Municipal Assistance Corporation for
the City of New York from 1975 to October 1993. He is a director of Pfizer Inc.
and Howmet Corporation.

2
<PAGE>
DIRECTORS WHOSE TERMS END AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS

DANIEL F. AKERSON, age 46, has served as Chairman of the Board and Chief
Executive Officer of the Company since August 1993 and as a director of the
Company since July 1993. He was President of the Company from August 1993 to
October 1993. He served as Chief Operating Officer and President of MCI
Communications Corporation ("MCI") from 1992 to August 1993. He served as
Executive Vice President and Group Executive of MCI from 1990 to 1992, Executive
Vice President and Chief Financial Officer of MCI from 1987 to 1990, and Senior
Vice President of MCI from 1987 to 1988, and held various positions within MCI
since 1983. Mr. Akerson is a General Partner of FLC Partnership, L.P., the
General Partner of Forstmann Little & Co.

FRANK M. DRENDEL, age 50, served as a director of GI Delaware and its
predecessors from 1987 to March 1992, when he was elected to serve as a director
of the Company. He has served as Chairman and President of CommScope, Inc., a
subsidiary of the Company ("CommScope"), since 1986 and has served as Chief
Executive Officer of CommScope since 1976. Mr. Drendel was Executive Vice
President of the predecessor to the Company from September 1986 to November
1988. From February 1981 to September 1986, Mr. Drendel was Executive Vice
President and, from July 1982 to September 1986, he was Vice Chairman of the
Board of M/A-COM, Inc. Mr. Drendel is a director of Alcatel Alsthom Compagnie
Generale d'Electricite.

STEVEN B. KLINSKY, age 38, served as a director of GI Delaware from August
1990 to March 1992, when he was elected to serve as a director of the Company.
He has been a General Partner of FLC Partnership, L.P., the General Partner of
Forstmann Little & Co., since December 1986.

PAUL G. STERN, age 56, has been a director of the Company since February
1994. He has been associated with Forstmann Little & Co. since July 1993. From
March 1989 through March 1993, he served as Chairman and Chief Executive Officer
of Northern Telecom Ltd., a manufacturer of digital telecommunications
equipment. He is a director of The Dow Chemical Company, LTV Steel Co., Inc.,
Varian Associates, Inc. and Whirlpool Corporation. Mr. Stern also serves on the
White House National Security Telecommunications Advisory Committee.

ROBERT S. STRAUSS, age 76, has been a director of the Company since December
1992. He was a director of GI Delaware from August 1990 to September 1991. Mr.
Strauss, a founder of and partner in the law firm of Akin, Gump, Strauss, Hauer
& Feld, served as United States Special Trade Representative from 1977 to 1979
and as U.S. Ambassador to the Soviet Union and, upon its dissolution, to the
Russian Federation from August 1991 to November 1992. Mr. Strauss is a director
of Archer Daniels Midland Co.

DIRECTORS WHOSE TERMS END AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS

LYNN FORESTER, age 40, has been a director of the Company since February
1995. She has been President and Chief Executive Officer of FirstMark Holdings,
Inc., an owner and operator of telecommunications companies, since 1984. From
1989 to December 1994, she was also Chairman and Chief Executive Officer of TPI
Communications International, Inc., a radio common carrier and paging company.
She is a member of the U.S. Advisory Council on the National Information
Infrastructure.

NICHOLAS C. FORSTMANN, age 48, served as a director of GI Delaware from
August 1990 to March 1992, when he was elected to serve as a director of the
Company. He has been a General Partner of FLC Partnership, L.P., the General
Partner of Forstmann Little & Co., since he co-founded Forstmann Little & Co. in
1978. He is a director of The Topps Company, Inc. and Department 56, Inc.

RICHARD S. FRIEDLAND, age 44, has been a director of the Company since
October 1993. He became President and Chief Operating Officer of the Company and
GI Delaware in October 1993. He was Chief Financial Officer of the Company and
GI Delaware from March 1992 to January 1994 and Vice President, Finance of the
Company from May 1991 to October 1993. He was Vice President-Finance and
Assistant Secretary of GI Delaware from October 1990 to October 1993 and Vice
President and Controller of GI Delaware from November 1988 to January 1994. He
is a director of Department 56, Inc.

3
<PAGE>
J. TRACY O'ROURKE, age 60, served as a director of GI Delaware from
September 1990 to March 1992, when he was elected to serve as a director of the
Company. He has been Chairman and Chief Executive Officer of Varian Associates,
Inc., a manufacturer of electronic devices, semiconductor manufacturing
equipment and analytical instruments, since early 1990. Mr. O'Rourke was
Executive Vice President and Chief Operating Officer of Rockwell International
from 1989 to 1990 and President of Allen-Bradley Inc., an electrical equipment
manufacturer, from 1981 to 1989. He is a director of National Semiconductor
Corp.

FURTHER INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES

The Board of Directors of the Company directs the management of the business
and affairs of the Company, as provided by Delaware law, and conducts its
business through meetings of the Board and three standing committees: Executive,
Audit and Compensation. In addition, from time to time, special committees may
be established under the direction of the Board when necessary to address
specific issues. The Company has no nominating or similar committee.

COMMITTEES OF THE BOARD -- BOARD MEETINGS

The Board of Directors of the Company held five meetings in 1994. Each
incumbent director attended 75% or more of the aggregate of (i) meetings of the
Board held during the period for which he served as a director and (ii) meetings
of all committees held during the period for which he served on those
committees, other than Steven B. Klinsky. Average attendance at all such
meetings of the Board and committees was approximately 90%.

The EXECUTIVE COMMITTEE of the Board has the authority, between meetings of
the Board of Directors, to exercise all powers and authority of the Board in the
management of the business and affairs of the Company that may be lawfully
delegated to it under Delaware law. The Committee consists of Daniel F. Akerson,
Theodore J. Forstmann and Steven B. Klinsky. The Executive Committee held 4
meetings in 1994.

The AUDIT COMMITTEE's principal functions are to review the scope of the
annual audit of the Company by its independent auditors, review the annual
financial statements of the Company and the related audit report of the Company
as prepared by the independent auditors, recommend the selection of independent
auditors each year and review audit and any non-audit fees paid to the Company's
independent auditors. The audit reports of the Internal Audit Department are
also available for review by the Audit Committee, and the head of that
department attends Audit Committee meetings and gives reports to and answers
inquiries from the Audit Committee. The Audit Committee reports its findings and
recommendations to the Board for appropriate action. The Audit Committee is
composed of three non-employee directors: J. Tracy O'Rourke, Chairman; John
Seely Brown; and Felix G. Rohatyn. The Committee held 4 meetings in 1994.

The COMPENSATION COMMITTEE is responsible for executive compensation,
including recommending to the Board of Directors the compensation to be paid to
the Chief Executive Officer and determining the compensation for all other
executive officers. The Compensation Committee is also responsible for
administering the General Instrument Corporation 1993 Long-Term Incentive Plan
(the "1993 Long-Term Incentive Plan") and the Annual Incentive Plan. The
Committee consists of Nicholas C. Forstmann, Chairman; Morton H. Meyerson; and
Robert S. Strauss. Messrs. Forstmann, Meyerson and Strauss, who are non-employee
directors, are "disinterested persons" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934 (the "Exchange Act"). The Committee held 7
meetings in 1994.

4
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In connection with the Company's initial public offering in June 1992, the
Company's Board of Directors established a Compensation Committee composed of
three non-employee directors. Messrs. Nicholas C. Forstmann, Morton H. Meyerson
and Robert S. Strauss served as members of the Compensation Committee during
1994, and are currently the members of the Compensation Committee.

Nicholas C. Forstmann served as President of the Company from June 30, 1990
through March 30, 1992, which was prior to the Company's initial public offering
in June 1992. Nicholas C. Forstmann received no compensation from the Company
for services rendered in such capacity.

An affiliate of Forstmann Little & Co. provides aircraft maintenance
services to the Company and charged the Company $2,137,000 for services in 1994.

DIRECTOR COMPENSATION

Prior to July 1993, directors did not receive any fees for serving on the
Company's Board of Directors, or any committees thereof, but were reimbursed for
their out-of-pocket expenses arising from attendance at meetings of the
Company's Board of Directors or committees thereof. In addition, each director
who is neither a partner in FLC Partnership, L.P., the general partner of
Forstmann Little & Co., nor a current or former officer of the Company or its
subsidiaries, was granted an option to purchase 80,000 shares of Common Stock in
connection with his election to the board of directors of GI Delaware or, after
the Company's initial public offering in June 1992, the Board of Directors of
the Company.

Effective as of July 28, 1993 (as adjusted on February 15, 1994 to reflect
the two-for-one split of Common Stock), the Board of Directors approved the
following standard compensation arrangements for non-employee directors: (i)
each non-employee director receives $1,000 for attending, whether in person or
by telephone, each meeting of the Board of Directors or any committees thereof
of which he or she is a member and is reimbursed for all actual expenses in
connection with attending any meeting of the Board of Directors or any
committees thereof of which he or she is a member (limited to the cost of first
class travel on a commercial airline with respect to air travel expenses); (ii)
the Company provides, for the benefit of each non-employee director, an
insurance policy in the face amount of $200,000, payable in the event of
accidental death or dismemberment of the director while in attendance at, or
traveling in connection with, a meeting of the Board of Directors or any
committee thereof, or while engaged in or traveling in connection with other
business of the Company; and (iii) each non-employee director elected on or
after July 28, 1993 receives, effective as of the date of such election, a grant
of an option to purchase 80,000 shares of Common Stock pursuant to the 1993
Long-Term Incentive Plan at an exercise price per share equal to the fair market
value of a share of Common Stock on the date of grant, which option becomes
exercisable with respect to one-third of the underlying shares on each of the
first three anniversaries of the date of grant. The Company also requests that
each non-employee director directly or indirectly own at least 1,000 shares of
Common Stock while a director of the Company. The non-employee directors of the
Company who are partners of Forstmann Little & Co. have declined to receive any
of the foregoing compensation.

5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known by the Company
regarding the beneficial ownership of the Company's Common Stock, par value $.01
per share ("Common Stock"), as of March 1, 1995, by each beneficial owner of
more than five percent of the outstanding Common Stock, by each of the Company's
directors, by each of the executives named in the Summary Compensation Table and
by all current directors and officers of the Company as a group.

<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE OF
NAME OWNED (1) CLASS (1)
- -------------------------------------------------------- ----------------- -------------
<S> <C> <C>
MBO-IV (2) %
Instrument Partners (2)
AXA/Equitable (3)
FMR Corp./Edward C. Johnson 3d. (4)
Daniel F. Akerson (2)(5)(9)
J.A. Blanchard, III (6)(9)
John Seely Brown (7)
Frank M. Drendel (8)
Thomas A. Dumit (9)(10)
Lynn Forester
Nicholas C. Forstmann (2)
Theodore J. Forstmann (2)
Richard S. Friedland (9)(11)
Winston W. Hutchins (2)
Steven B. Klinsky (2)
Wm. Brian Little (2)
Morton H. Meyerson (12)
J. Tracy O'Rourke (13)
Felix G. Rohatyn (12)
John A. Sprague (2)
Paul G. Stern (12)
Robert S. Strauss (13)
All current directors and officers of the Company as a
group (21 persons) (2)(10)(14)
<FN>
- ------------------------
* The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding shares of Common Stock.

(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock which such person has
the right to acquire within 60 days following March 1, 1995. For purposes
of computing the percentage of outstanding shares of Common Stock held by
each person or group of persons named above, any security which such person
or persons has or have the right to acquire within 60 days following March
1, 1995 is deemed to be outstanding, but is not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person.

(2) The general partner of Instrument Partners, a New York limited partnership
("Instrument Partners"), is FLC XXII Partnership, a general partnership of
which Messrs. Wm. Brian Little, Nicholas C. Forstmann, John A. Sprague,
Steven B. Klinsky and Winston W. Hutchins, and TJ/JA L.P., a Delaware
limited partnership ("TJ/JA L.P."), are general partners. The general
partner of TJ/JA L.P. is Theodore J. Forstmann. The general partner of
Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-IV, a New York limited partnership ("MBO-IV"), is FLC
Partnership, L.P., a limited partnership of which Messrs. Theodore J.
Forstmann, Nicholas C. Forstmann, Steven B. Klinsky, Winston W. Hutchins
and Daniel F. Akerson and
</TABLE>

6
<PAGE>
<TABLE>
<S> <C>
Ms. Sandra J. Horbach are general partners. Accordingly, each of such
individuals and partnerships (other than Mr. Akerson and Ms. Horbach, for
the reasons described below) may be deemed the beneficial owners of shares
owned by MBO-IV and Instrument Partners in which such individual or
partnership is a general partner and, for purposes of this table, such
beneficial ownership is included. Neither Mr. Akerson nor Ms. Horbach has
any voting or investment power with respect to, or any economic interest
in, the shares of Common Stock held by MBO-IV; and, accordingly, Mr.
Akerson and Ms. Horbach are not deemed to be the beneficial owners thereof.
Theodore J. Forstmann and Nicholas C. Forstmann are brothers. Mr. Little is
a special limited partner in FLC Partnership, L.P. and each of FLC
Partnership, L.P. and FLC XXII Partnership is a limited partner of
Instrument Partners. None of the other limited partners in each of MBO-IV
and Instrument Partners is otherwise affiliated with the Company, GI
Delaware or Forstmann Little & Co. The address of MBO-IV and Instrument
Partners is c/o Forstmann Little & Co., 767 Fifth Avenue, New York, New
York 10153.

(3) This information is obtained from a Schedule 13G filed with the Securities
and Exchange Commission, dated February 10, 1995, jointly by AXA Assurances
I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Alpha Assurances I.A.R.D.
Mutuelle, Alpha Assurances Vie Mutuelle and Uni Europe Assurances Mutuelle
as a group (collectively, the "Mutuelles AXA"), AXA, and The Equitable
Companies Incorporated ("Equitable"). Equitable and its subsidiaries
beneficially own 20,946,634 shares of Common Stock as follows: 16,588,665
shares and 4,357,969 shares issuable upon conversion of 5% Convertible
Junior Subordinated Notes of the Company. Equitable and its subsidiaries
have sole voting power with respect to 18,032,486 shares, shared voting
power with respect to 410,622 shares and sole disposition power with
respect to 20,946,634 shares. The Mutuelles AXA and AXA report ownership of
20,968,634 shares, including all the shares beneficially owned by
Equitable, and claim sole voting and dispositive power with respect to
22,000 shares in addition to the shares reported by Equitable. The
addresses of the principal business offices of each of the Mutuelles AXA,
AXA, and Equitable are as follows: Alpha Assurances I.A.R.D. Mutuelle and
Alpha Assurances Vie Mutuelle, 101-100 Terrase Boieldieu, 92042 Paris La
Defense, France; AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie
Mutuelle, La Grand Arche, Pardi Nord, 92044 Paris La Defense, France;
Uni-Europe Assurance Mutuelle, 24 rue Drouot, 75009 Paris, France; AXA, 23,
Avenue Matignon, 75008 Paris, France; The Equitable Companies Incorporated,
787 Seventh Avenue, New York, NY 10019.

(4) This information is obtained from a Schedule 13G filed with the Securities
and Exchange Commission, dated February 13, 1995, which was filed as if all
shares beneficially owned by either FMR Corp. ("FMR") or Edward C. Johnson
3d were beneficially owned by both on a joint basis. FMR, through its
subsidiaries, Fidelity Management & Research Company and Fidelity Manage-
ment Trust Company, beneficially owns 14,467,701 shares as follows:
13,349,399 shares, 1,058,301 shares issuable upon conversion of 5%
Convertible Junior Subordinated Notes of the Company, and 60,000 shares
held by Fidelity International Limited ("FIL") as to which the Schedule 13G
states that FMR reports on a voluntary basis and that FMR and FIL are of
the view that the shares held by the other corporation need not be
aggregated for purposes of the Schedule 13G (Of the shares beneficially
owned by FMR and its subsidiaries, 8,468,900 shares (or 6.87% of the Common
Stock outstanding) were beneficially owned by Fidelity Magellan Fund). FMR
and Mr. Johnson have reported that each of them has sole dispositive power
over 14,467,701 shares and sole voting power with respect to 76,841 shares
(which, in each case, includes the 60,000 shares held by FMI as described
above). FIL has reported that it has sole voting and dispositive powers
with respect to 60,000 shares. It was reported that Mr. Johnson (i) owns
24.9% of the outstanding voting stock of FMR, (ii) is the Chairman of FMR
and FIL, (iii) together with various Johnson family members and trusts for
the benefit of Johnson family members form a controlling group with respect
to FMR, and (iv) together with members of his family control a partnership
which owns shares of FIL voting stock with the right to cast approximately
47.22% of the total votes of FIL voting stock. The address of the principal
office of FMR is 82 Devonshire Street, Boston, Massachusetts 02109.
</TABLE>

7
<PAGE>
<TABLE>
<S> <C>
(5) Includes 534,998 shares subject to options which are exercisable currently
or within 60 days of March 1, 1995.

(6) Includes 40,000 shares subject to options which are exercisable currently
or within 60 days of March 1, 1995.

(7) Includes 6,666 shares subject to options which are exercisable currently or
within 60 days of March 1, 1995.

(8) Includes 32,500 shares subject to options which are exercisable currently
or within 60 days of March 1, 1995. Includes shares which were held by
the trustee of the CommScope, Inc. Employees Profit Sharing and Savings
Plan (the "CommScope Savings Plan") and were allocated to Frank M.
Drendel's account under the CommScope Savings Plan as of March 1, 1995.

(9) Includes the number of shares which were held by the trustee of the General
Instrument Corporation Savings Plan (the "Savings Plan") and were allocated
to the individual's respective account under the Savings Plan as of March
1, 1995 as follows: Daniel F. Akerson, shares; J.A. Blanchard, III,
shares; Thomas A. Dumit, shares; and Richard S. Friedland,
shares.

(10) Includes 10,212 shares held by the Thomas A. Dumit Charitable Remainder
Trust, dated April 27, 1994, of which Mr. Dumit is the trustee and a
beneficiary. Also includes 28,096 shares held by Barbara K. Dumit, the
spouse of Thomas A. Dumit, as to which shares Mr. Dumit disclaims
beneficial ownership. Includes 31,000 shares subject to options which are
exercisable currently or within 60 days of March 1, 1995.

(11) Includes 108,000 shares subject to options which are exercisable currently
or within 60 days of March 1, 1995.

(12) Includes 26,666 shares subject to options which are exercisable currently
or within 60 days of March 1, 1995.

(13) Includes 45,210 shares subject to options which are exercisable currently
or within 60 days of March 1, 1995.

(14) Includes 1,033,549 shares subject to options exercisable currently or
within 60 days of March 1, 1995. Includes an aggregate of shares which
were held by the trustees of the Savings Plan and the CommScope Savings
Plan and were allocated to the officers' respective accounts under the
Savings Plan or the CommScope Savings Plan as of March 1, 1995.
</TABLE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and holders of more than 10% of the Company's Common Stock to
file with the Securities and Exchange Commission reports of ownership and
changes in ownership of Common Stock and other equity securities of the Company
on Forms 3, 4 and 5. The Company undertakes to make such filings on behalf of
its directors and officers. Based on written representations of reporting
persons and a review of those reports, the Company believes that during the
fiscal year ended December 31, 1994, its officers and directors and holders of
more than 10% of the Company's Common Stock complied with all applicable Section
16(a) filing requirements, with the following exception. Each of FLC
Partnership, L.P., Theodore J. Forstmann, Nicholas C. Forstmann, Steven B.
Klinsky and Winston W. Hutchins reported on a Form 5 in February 1995 the
purchase in November 1994 (which purchase was not timely reported on a Form 4)
by FLC Partnership, L.P., of a limited partnership interest in Instrument
Partners, which limited partnership interest represents an interest in 11,540
shares of Common Stock.

8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth individual compensation information for all
services rendered in all capacities during the periods described below for the
individual who served as Chief Executive Officer during 1994 and the four most
highly compensated executive officers (other than the Chief Executive Officer)
who were serving as executive officers at December 31, 1994. The following table
sets forth compensation information for each of those individuals for the fiscal
years ended December 31, 1994, 1993 and 1992.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------
AWARDS
ANNUAL COMPENSATION ---------------
---------------------------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (A) COMPENSATION (B) OPTIONS(#)(C) COMPENSATION
- -------------------------- ----------- ------------- -------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Daniel F. Akerson......... 1994 $ 838,367 $728,000 $ 66,365(d) 150,000 $ 18,190(e)
Chairman of the 1993 306,119(f) 560,000 22,553(d) 800,000 49,901
Board of Directors 1992 -- -- -- -- --
and Chief Executive
Officer
Richard S. Friedland...... 1994 420,000 327,600 -- 270,000 5,460(g)
President, Chief 1993 327,340 67,840 -- 236,000 5,457
Operating Officer 1992 274,167 -- 449,685(h) -- 5,324
and Director of the
Company
Frank M. Drendel.......... 1994 398,808 163,757 -- 72,000 17,154(i)
Chairman, President 1993 398,808 81,385 -- 34,000 22,314
and Chief Executive 1992 398,808 -- -- -- 22,660
Officer of
CommScope and Director
of the Company
J.A. Blanchard, III....... 1994 317,137(j) 206,139 -- 120,000 5,380(g)
Executive Vice 1993 -- -- -- -- --
President 1992 -- -- -- -- --
Thomas A. Dumit........... 1994 310,999 134,753 -- 48,000 5,460(g)
Vice President, 1993 299,000 49,351 -- 30,000 5,457
General Counsel and 1992 285,000 -- -- -- 5,324
Secretary
<FN>
- ------------------------
(a) Amounts reported for 1994 reflect cash bonus awards paid pursuant to the
Annual Incentive Plan in 1995 with respect to performance in 1994. Amounts
reported for 1993 reflect cash bonus awards paid pursuant to the Annual
Incentive Plan in 1993 or 1994 with respect to performance in 1993. The
Company did not have a management bonus plan for 1992.

(b) Unless otherwise indicated, with respect to any individual named in the
above table, the aggregate amount of perquisites and other personal
benefits, securities or property was less than either $50,000 or 10% of the
total annual salary and bonus reported for the named executive officer.

(c) Reflects the number of shares of Common Stock underlying options granted.
All of the options were granted pursuant to the 1993 Long-Term Incentive
Plan. Each grant set forth for 1994 was made in connection with the
cancellation of an option to purchase the same number of shares,
</TABLE>

9
<PAGE>
<TABLE>
<S> <C>
previously granted in 1994, except the grant set forth to Mr. Friedland,
with respect to which an option to purchase 70,000 shares had previously
been granted in 1994 and the remainder had been granted in 1993. Those
options granted, and subsequently cancelled, in 1994 are not reflected in
the table for any named individual. Options granted to Mr. Friedland and
reflected in the table for 1993 include an option to purchase 200,000
shares which was cancelled in connection with the regrant in 1994 of an
option to purchase the same number of shares. See "-- Option Grants in Last
Fiscal Year," "-- Option Repricing" and "Compensation Committee Report on
Compensation of Executive Officers of the Company -- Option Repricing."

(d) Reflects cost and tax reimbursement for expenses incurred by Mr. Akerson
for travel to Chicago, the location of the Company's executive offices.

(e) Reflects payment by the Company in 1994 of (i) premiums of $960 for term
life insurance on behalf of Mr. Akerson, (ii) premiums of $12,730 under a
Split Dollar Agreement regarding a life insurance policy in respect of Mr.
Akerson, and (iii) the matching contribution of $4,500 under the Savings
Plan for Mr. Akerson.

(f) Reflects compensation of Mr. Akerson from August 13, 1993, when Mr. Akerson
joined the Company as an executive officer, through December 31, 1993.

(g) Reflects payment by the Company in 1994 of (i) premiums for term life
insurance of $960 on behalf of each of Messrs. Friedland and Dumit and $880
on behalf of Mr. Blanchard, and (ii) the matching contribution by the
Company under the Savings Plan in the amount of $4,500 for 1994 for each of
Messrs. Friedland, Blanchard and Dumit.

(h) Reflects the excess of the fair market value of securities purchased from
the Company in March 1992 over the price paid for such securities.

(i) Reflects (i) the matching contribution under the CommScope Savings Plan in
the amount of $2,659 for 1994, (ii) the allocation of $13,280 to Mr.
Drendel's account under the CommScope Savings Plan for 1994, and (iii)
payment by CommScope in 1994 of premiums of $1,215 for term life insurance
on behalf of Mr. Drendel.

(j) Reflects compensation of Mr. Blanchard from January 12, 1994, when Mr.
Blanchard joined the Company as an executive officer, through December 31,
1994.
</TABLE>

OPTION GRANTS IN FISCAL YEAR 1994

The following table sets forth further information with respect to grants of
stock options during the fiscal year ended December 31, 1994 to the executives
listed in the Summary Compensation Table. These grants were made pursuant to the
1993 Long-Term Incentive Plan and are reflected in the Summary Compensation
Table. The per share exercise price of each option equals the closing market
price per share of the Common Stock on the date of grant. No stock appreciation
rights were granted during fiscal year 1994.

10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
---------------------------------------------------------------- -----------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS GRANTED TO EMPLOYEES IN PRICE EXPIRATION
NAME (A) FISCAL YEAR (B) ($/SHARE) DATE 5%($) 10%($)
- -------------------- ---------------- ----------------- ------------ ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Daniel F. Akerson 150,000(c) 6.2% $ 25.1875 3/23/2004 $2,376,045 $ 6,021,360
Richard S. Friedland 270,000(c) 11.2% 25.1875 3/23/2004 4,276,881 10,838,448
Frank M. Drendel 72,000(c) 3.0% 25.1875 3/23/2004 1,140,502 2,890,253
J.A. Blanchard, III 120,000(c) 5.0% 25.1875 3/23/2004 1,900,836 4,817,088
Thomas A. Dumit 48,000(c) 2.0% 25.1875 3/23/2004 760,334 1,926,835
<FN>
- --------------------------
(a) Each grant set forth in this table was made in connection with the
cancellation of all options granted from October 27, 1993 through February
2, 1994 ("Old Options"). On March 23, 1994, each holder of Old Options was
granted an option to purchase the same number of shares of Common Stock
that had been subject to his or her Old Option. Old Options were granted on
February 2, 1994 at an exercise price of $29.6875, to become exercisable
with respect to one-third of the shares on February 2 in each of 1995, 1996
and 1997, and with an expiration date of February 2, 2004, to the following
individuals listed in the table: Mr. Akerson, an option to purchase 150,000
shares; Mr. Friedland, an option to purchase 70,000 shares; Mr. Drendel, an
option to purchase 72,000 shares; and Mr. Dumit, an option to purchase
48,000 shares. An Old Option to purchase 120,000 shares was granted on
January 12, 1994 to Mr. Blanchard at an exercise price of $29.9375, to
become exercisable with respect to one-third of the shares on January 12 in
each of 1995, 1996 and 1997, and with an expiration date of January 12,
2004. An Old Option to purchase 200,000 shares was granted on October 27,
1993 to Mr. Friedland at an exercise price of $28.875, to become
exercisable with respect to one-third of the shares on October 27 in each
of 1994, 1995 and 1996. See " -- Option Repricing" and "Compensation
Committee Report on Compensation of Executive Officers of the Company --
Option Repricing."

(b) Total options granted to employees in 1994 do not include Old Options
granted in 1994 to purchase an aggregate of 1,903,900 shares, but do
include the options granted in connection with the cancellation of the Old
Options.

(c) The option becomes exercisable with respect to one-third of the shares
covered thereby on March 23 in each of 1995, 1996 and 1997.
</TABLE>

OPTION EXERCISES AND VALUES FOR FISCAL YEAR 1994

The following table sets forth as of December 31, 1994, for each of the
executives listed in the Summary Compensation Table (i) the total number of
shares received upon exercise of options during fiscal 1994, (ii) the value
realized upon such exercise, (iii) the total number of unexercised options to
purchase Common Stock (exercisable and unexercisable) held and (iv) the value of
such options which were in-the-money at December 31, 1994 (based on the
difference between the closing price of Common Stock at fiscal year end December
31, 1994 and the exercise price of the option). None of the executive officers
holds SARs.

11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE- MONEY OPTIONS AT
ACQUIRED ON VALUES FISCAL YEAR-END (#) FISCAL YEAR-END ($)(A)
EXERCISE REALIZED -------------------------- --------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel F. Akerson 15,000 $ 91,875 484,998 450,002 $3,205,819 $ 2,778,556
Richard S. Friedland 0 -- 9,000 297,000 127,125 1,680,750
Frank M. Drendel 893,514 24,214,197 0 97,500 -- 706,688
J.A. Blanchard, III 0 -- 0 120,000 -- 577,500
Thomas A. Dumit 0 -- 7,500 70,500 105,938 548,813
<FN>
- ------------------------------
(a) Based on the difference between the closing price of $30.00 per share at
December 31, 1994, as reported on the New York Stock Exchange Composite
Tape, and the exercise price of the option.
</TABLE>

OPTION REPRICING
The following table sets forth certain information with respect to repricing
of options from June 1992, when the Company first became a reporting company
under the Exchange Act, through the fiscal year ended December 31, 1994, for all
executive officers of the Company, including those listed in the Summary
Compensation Table. For further information regarding such repricing of options,
see "Compensation Committee Report on Compensation of Executive Officers of the
Company -- Option Repricing."

TEN-YEAR OPTION REPRICING

<TABLE>
<CAPTION>
NUMBERS OF LENGTH OF
SECURITIES MARKET PRICE EXERCISE ORIGINAL OPTION
UNDERLYING OF STOCK AT PRICE AT TIME NEW TERM REMAINING
OPTIONS TIME OF OF REPRICING EXERCISE AT DATE OF
REPRICED OR REPRICING OR OR AMENDMENT PRICE REPRICING OR
NAME DATE AMENDED (#) AMENDMENT ($) ($) ($) AMENDMENT
- --------------------------------------------- ------- ----------- ------------- ------------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Daniel F. Akerson ........................... 3/23/94 150,000 $ 25.1875 $ 29.6875 $ 25.1875 9 yrs., 10 mos.
Chairman and Chief Executive Officer
Richard S. Friedland ........................ 3/23/94 200,000 25.1875 28.875 25.1875 9 yrs., 7 mos.
President and Chief Operating Officer 3/23/94 70,000 25.1875 29.6875 25.1875 9 yrs., 10 mos.
Frank M. Drendel ............................ 3/23/94 72,000 25.1875 29.6875 25.1875 9 yrs., 10 mos.
President, CommScope, Inc.
J.A. Blanchard, III ......................... 3/23/94 120,000 25.1875 29.9375 25.1875 9 yrs., 10 mos.
Executive Vice President
Thomas A. Dumit ............................. 3/23/94 48,000 25.1875 29.6875 25.1875 9 yrs., 10 mos.
Vice President, General Counsel and
Secretary
Paul J. Berzenski ........................... 3/23/94 20,000 25.1875 29.6875 25.1875 9 yrs., 10 mos.
Vice President and Controller
Charles T. Dickson .......................... 3/23/94 90,000 25.1875 29.875 25.1875 9 yrs., 10 mos.
Vice President and Chief Financial Officer
Lee R. Keenan ............................... 3/23/94 24,000 25.1875 29.6875 25.1875 9 yrs., 10 mos.
Vice President -- Human Resources
Ronald A. Ostertag .......................... 3/23/94 72,000 25.1875 29.6875 25.1875 9 yrs., 10 mos.
Vice President and President, Power
Semiconductor Division
Richard C. Smith ............................ 3/23/94 24,000 25.1875 29.6875 25.1875 9 yrs., 10 mos.
Vice President -- Taxes, Treasurer and
Assistant Secretary
</TABLE>

12
<PAGE>
COMPENSATION COMMITTEE REPORT ON COMPENSATION OF
EXECUTIVE OFFICERS OF THE COMPANY

The Compensation Committee of the Board of Directors is comprised entirely
of non-employee directors. The Compensation Committee considers and recommends
to the Board of Directors the compensation to be paid to the Chief Executive
Officer, determines the compensation for all other executive officers, makes
decisions regarding grants under the 1993 Long-Term Incentive Plan, administers
the Annual Incentive Plan with respect to executive officers, makes
recommendations to the Board with respect to the Company's compensation
policies, and performs such other duties as the Board may from time to time
request.

The basic objective of the Compensation Committee is to formulate
compensation policies and programs intended to attract, retain, and motivate
highly qualified key employees, including executive officers. Compensation of
executive officers and other key employees, including the Chief Executive
Officer, is comprised of three principal elements: (i) stock ownership, (ii)
base salary, and (iii) annual bonuses.

STOCK OWNERSHIP

The Compensation Committee believes that executive officers and other key
employees, who are in a position to make a substantial contribution to the
long-term success of the Company and to build stockholder value, should have a
significant stake in the Company's on-going success. This focuses attention on
managing the Company as an owner with an equity position in the business and
seeks to align the executive officers' interests with the long-term interests of
stockholders. Accordingly, one of the Company's principal methods to motivate
executive officers and other key employees has been through a broad and deep
stock option program.

During 1994, the Compensation Committee awarded options to purchase an
aggregate of approximately 2.4 million shares of Common Stock to approximately
600 employees (including executive officers named in the Summary Compensation
Table). The exercise price of each of these options is the closing market price
per share of Common Stock on the date of grant.

Management recommends to the Compensation Committee those key employees who
should be granted options and the number of options to be granted to them. The
recommendations are based on a review of each employee's individual performance,
position in the Company, long-term potential contribution to the Company and the
number of options previously granted to the employee. Neither management nor the
Compensation Committee assigned specific weights to these factors, although the
executive's position and a subjective evaluation of his performance were
considered most important. Generally, the number of options granted to an
executive reflects his level of responsibility and position in the Company. In
addition, the Compensation Committee granted options to executives in 1994 in
connection with their joining the Company, including J.A. Blanchard, III, who
was granted an option to purchase 120,000 shares in connection with his election
as Executive Vice President. The number of options granted to executives in
connection with their joining the Company is based on management's
recommendation to the Compensation Committee. Management's recommendations are
based on the executive's position and level of responsibility in the Company,
long-term potential contribution to the Company, previous experience, amount and
nature of any compensation which may be forfeited in connection with the
termination of previous employment and a subjective evaluation of the
appropriate overall compensation to induce the executive to join the Company.
Neither management nor the Compensation Committee assigned specific weights to
these factors, although the executive's position in the Company and the
subjective evaluation of the appropriate overall compensation to induce the
executive to join the Company were considered most important. The Company also
granted shares of restricted stock under the 1993 Long-Term Incentive Plan in
1994 to one executive in connection with his election as an officer.

13
<PAGE>
To encourage key employees to remain in the employ of the Company, options
generally vest and become exercisable over a three- or four-year period and are
not exercisable until one year after the date of grant. It is expected that
awards under the 1993 Long-Term Incentive Plan will be made periodically in
furtherance of goals described above.

OPTION REPRICING

On March 23, 1994, the Compensation Committee determined that the options
which had been granted from October 27, 1993 through February 2, 1994 at
exercise prices ranging from $28.875 to $29.9375 per share would no longer
provide sufficient incentives to, or encourage continued service from, key
employees as a result of the decline in the market price of the Common Stock due
to factors beyond the Company's control. Accordingly, the Committee authorized
the "repricing" of those options by authorizing the cancellation of the
outstanding options and the grant of the same number of new options at an
exercise price of $25.1875 per share, the closing market price per share of
Common Stock on the date of grant. Options to purchase 2,303,900 shares held by
621 optionees were repriced. Because option grants generally are made only once
each year, the option repricing in March 1994 had no effect on option grants for
the remainder of 1994. Repriced options were granted to the following executives
listed in the Summary Compensation Table: Daniel F. Akerson, option to purchase
150,000 shares; Richard S. Friedland, option to purchase 270,000 shares; Frank
M. Drendel, option to purchase 72,000 shares; J.A. Blanchard, III, option to
purchase 120,000 shares; and Thomas A. Dumit, option to purchase 48,000 shares.
The repriced options become exercisable over a three-year period and are not
exercisable until the first anniversary of the date of grant, which is later
than when the cancelled options would have become exercisable. As a result, the
repriced options provide an incentive to the optionees to work to build
shareholder value and encourage continued service to the Company.

BASE SALARY

The Compensation Committee believes that it is important to pay reasonable
and competitive salaries. Salaries paid to executive officers are based on the
Chief Executive Officer's recommendations to the Compensation Committee, which
is responsible for reviewing and approving or disapproving those
recommendations. The recommendations and the Compensation Committee's response
are based on a review of the same factors reviewed in connection with
determining option grants and a review of two surveys of the range of salaries
paid for comparable positions at approximately 100 other companies with
comparable revenues. (This survey information was provided by independent
benefits consulting firms on an aggregate basis, and the Compensation Committee
did not study the salaries or compensation practices of any particular company.
Any overlap of the companies included in these surveys and those included in the
Standard & Poor's Communication Equipment Manufacturers Index used in the graph
of cumulative shareholder return included in this Proxy Statement is
coincidental.) Neither management nor the Compensation Committee assigned
specific weights to these factors, although the executive's position and a
subjective evaluation of his performance were considered most important.
Generally, an executive's base salary reflects his level of responsibility and
position in the Company. Moreover, the Compensation Committee did not target
executives' cash compensation (or any element thereof) to any particular level
in the group of companies, but rather reviewed the surveys to confirm that
executive officers' cash compensation was within the middle of the range of cash
compensation paid by companies with comparable revenues.

In connection with the acquisition of the predecessor to the Company by
affiliates of Forstmann Little & Co., the Company generally imposed a two-year
moratorium on salary increases for executive officers. After the salary increase
moratorium expired in 1993, the Compensation Committee, based on recommendations
from the Chief Executive Officer, approved salary increases for 1993 for most
executive officers. In addition, Richard S. Friedland received a salary increase
in 1993 in connection with his promotion. Following these increases in 1993,
four executive officers, including Thomas A. Dumit, received increases in 1994
averaging approximately 4%. In addition, one executive officer received a 12%
increase in 1994 in connection with a promotion. These salary increases were
based on the Chief

14
<PAGE>
Executive Officer's recommendations and the Compensation Committee's
consideration of the factors discussed above as well as prior salary increases.
Mr. Friedland and Frank M. Drendel received no salary increase in 1994.

ANNUAL INCENTIVE BONUS

In 1993, the Compensation Committee adopted the Annual Incentive Plan, which
was approved by stockholders at the 1994 Annual Meeting of Stockholders and was
amended by the Compensation Committee in February 1995. The Annual Incentive
Plan is intended to provide a means of annually rewarding certain key employees,
including the executives listed in the Summary Compensation Table, based on the
performance of the Company and its divisions. This approach allows management to
focus on key business objectives in the short-term, and to support the long-term
performance orientation of stock ownership.

Under the Annual Incentive Plan, in 1994 management recommended, and the
Compensation Committee established, for each officer a bonus target percentage
of the officer's salary. That percentage was based on the officer's position in
the Company and was the percentage of the officer's salary that would be paid if
the performance targets were met. In addition, the Compensation Committee had
discretion under the Annual Incentive Plan to phase-in the target percentage by
reducing the target percentage by one-third in 1994. Based on its review of the
officers whose salaries were increased in 1990 in connection with the
termination of the bonus plan and the amount of that increase, the Compensation
Committee selected the executive officers whose target percentages were
phased-in for 1994. After giving effect to the phase-in, the target award
percentage for executive officers for 1994 ranged from 23.3% to 70% for the
Chief Executive Officer. All executive officers of the Company participated in
the Annual Incentive Plan in 1994.

Bonuses for officers, other than those employed at an operating division,
are a function of the Company's achievement of its earnings per share target
(which constitutes 60% of the bonus payment determination) and its consolidated
operating income target (which constitutes the remaining 40% of the bonus
payment determination). For the presidents of the Company's operating divisions,
bonuses are a function of the Company's achievement of its earnings per share
target and the division's achievement of its operating income target and may be
adjusted to reflect the division's quality performance. The weighting of the
financial targets in calculating individual bonus amounts for the division
presidents depends upon their division.

Under the Annual Incentive Plan, if a financial target is exceeded, the
portion of the bonus based on that target is increased above the target level,
but may not exceed 130% of the target level. In 1994, the Company and each
division exceeded their financial targets and, in the case of each division,
targets were adjusted to reflect an assessment of its quality performance. As a
result, bonuses in excess of the target bonuses were paid to each officer who
participated in the Plan.

The Company is seeking stockholder approval of an amended and restated
Annual Incentive Plan, which is more fully described later in this Proxy
Statement.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Compensation Committee reviewed Daniel F. Akerson's salary approximately
one year after he was elected Chairman of the Board and Chief Executive Officer
in August 1993. Although the Compensation Committee did not assign specific
weights to the following factors, the Compensation Committee considered Mr.
Akerson's individual performance as well as the Company's financial performance
throughout his first year, specifically the Company's significant growth from
prior years in orders, sales, operating income and net income. Based on this
performance, the Compensation Committee increased Mr. Akerson's salary from
$800,000 to $900,000. In accordance with the terms of the Annual Incentive Plan,
the Compensation Committee had previously determined that Mr. Akerson's cash
bonus for 1994 would be based on a target award percentage of 70%, the same
percentage as in 1993, and on a salary of $800,000, which was his salary at the
beginning of 1994. Because the Company exceeded its financial targets for 1994,
Mr. Akerson's bonus for 1994 equalled 91% of his beginning 1994 salary.

15
<PAGE>
Based on the factors described above under the caption "Stock Ownership" of
this Report, Mr. Akerson was awarded an option to purchase 150,000 shares of
Common Stock on February 2, 1994, at an exercise price of $29.6875, the closing
market price per share of Common Stock on that date. Based on the factors
described under the heading "Option Repricing" of this Report, as of March 23,
1994, that option was "repriced" by canceling the option granted in February
1994 and granting an option to purchase 150,000 shares at an exercise price of
$25.1875, the closing market price on March 23, 1994.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), which was enacted in 1993, generally disallows a
federal income tax deduction to any publicly-held corporation for compensation
paid in excess of $1 million in any taxable year to the chief executive officer
or any of the four other most highly compensated executive officers who are
employed by the Company on the last day of the taxable year. Section 162(m),
however, does not disallow a federal income tax deduction for qualified
"performance-based compensation," the material terms of which are disclosed to
and approved by stockholders.

The Compensation Committee has considered the tax deductibility of
compensation awarded under the 1993 Long-Term Incentive Plan and the Annual
Incentive Plan in light of Section 162(m). The Company structured the stock
option and stock appreciation rights portions of the 1993 Long-Term Incentive
Plan with the intention that the compensation resulting from that plan would be
qualified "performance-based compensation" and would be deductible. No executive
officer's cash compensation which was deductible by the Company in 1994 exceeded
$1 million and only the Chief Executive Officer's cash compensation which may be
deductible by the Company in 1995 (without giving effect to Section 162(m)) is
expected to exceed $1 million. Accordingly, the Company structured the annual
cash bonus paid to the Chief Executive Officer in 1995 with the intention that
it would be qualified "performance-based" compensation and would be deductible.
To qualify with respect to bonus payments beginning in 1996, the Company is
seeking stockholder approval of the Annual Incentive Plan, as amended and
restated in February 1995.

Respectfully submitted,

COMPENSATION COMMITTEE

<TABLE>
<S> <C> <C>
Nicholas C. Forstmann Morton H. Meyerson Robert S. Strauss
</TABLE>

16
<PAGE>
PERFORMANCE GRAPH

The following graph compares the cumulative total return on $100 invested on
June 30, 1992 in each of Common Stock of the Company, Standard & Poor's 500
Index and Standard & Poor's Communication Equipment Manufacturers Index. The
return of the Standard & Poor's indices is calculated assuming reinvestment of
dividends. The Company has not paid any dividends. The graph covers a period
commencing June 1992, when the Company's Common Stock was first publicly traded.
The stock price performance shown on the graph below is not necessarily
indicative of future price performance.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
GENERAL INSTRUMENT CORPORATION, S&P 500 INDEX AND
S&P COMMUNICATION EQUIPMENT MANUFACTURERS INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

17
<PAGE>
EMPLOYMENT ARRANGEMENTS

In November 1988, Frank M. Drendel entered into an employment agreement with
GI Delaware and CommScope, providing for his employment as President and Chief
Executive Officer of CommScope for an initial term ending on November 28, 1991.
The agreement provides for a minimum salary, which is less than Mr. Drendel's
current salary, and provides that Mr. Drendel will participate, on a
substantially similar basis as the presidents of the other broadband divisions
of the Company, in any management incentive compensation plan for executive
officers that the Company maintains. Commencing on November 29, 1989 (subject to
early termination by reason of death or disability or for cause), the agreement
extends automatically so that the remaining term is always two years, unless
either party gives notice of termination, in which case the agreement will
terminate two years from the date of such notice. As of the date of this Proxy
Statement, neither party has given notice of termination. Pursuant to the
agreement, Mr. Drendel is eligible to participate in all benefit plans available
to CommScope senior executives. The agreement prohibits Mr. Drendel, for a
period of five years following the term of the agreement, from engaging in any
business in competition with the business of CommScope or the other broadband
communications businesses of GI Delaware, in any country where CommScope or GI
Delaware's other broadband communications divisions then conduct business.

The Company currently does not have a formal severance policy for executive
officers. In October 1993, the Compensation Committee delegated to the Chief
Executive Officer the authority to determine severance, on a case-by-case basis,
for eligible corporate officers within specified guidelines. These guidelines
are as follows: (i) base salary continuation for up to twelve months; (ii)
payment of a prorated portion of his target bonus for the year in which the
officer is terminated (based on the number of days of employment for that year);
and (iii) continuation of medical, dental and life insurance until the earlier
of the end of the period of base salary continuation or the individual's
eligibility for coverage under another employer's plan. The Chief Executive
Officer will, on a case-by-case basis, determine whether terminated officers
should receive severance and, if so, will determine, within the guidelines set
forth above, severance packages based on his subjective assessment of various
factors, including the officer's contribution to the Company, years of service
and prior compensation from the Company.

Except for the General Instrument Corporation Pension Plan for Salaried and
Hourly Paid Non-Union Employees (the "GI Pension Plan"), the General Instrument
Corporation Supplemental Executive Retirement Plan (the "GI SERP") and the
CommScope, Inc. Supplemental Executive Retirement Plan (the "CommScope SERP")
described below, the Savings Plan, the CommScope Savings Plan, the 1993
Long-Term Incentive Plan, and the Annual Incentive Plan, and as described above,
there are no compensatory plans or arrangements with respect to any of the
executive officers named in the Summary Compensation Table which are triggered
by, or result from, the resignation, retirement or any other termination of such
executive's employment, a change-in-control of the Company or a change in such
executive's responsibilities following a change-in-control.

18
<PAGE>
GI PENSION PLAN AND GI SERP

The following table shows, as of December 31, 1994, estimated aggregate
annual benefits payable upon retirement at age 65 under the GI Pension Plan and
the GI SERP.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
UPON RETIREMENT, WITH
AVERAGE ANNUAL BASIC REMUNERATION YEARS OF SERVICE INDICATED
DURING SIXTY CONSECUTIVE CALENDAR --------------------------------------------
MONTHS PRIOR TO RETIREMENT 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ------------------------------------------------------------------ --------- --------- --------- -----------
<S> <C> <C> <C> <C>
$125,000.......................................................... $ 26,302 $ 35,069 $ 43,836 $ 52,603
150,000.......................................................... 31,927 42,569 53,211 63,853
175,000.......................................................... 37,552 50,069 62,586 75,103
200,000.......................................................... 43,177 57,569 71,961 86,353
225,000.......................................................... 48,802 65,069 81,336 97,603
242,280.......................................................... 52,690 70,253 87,816 105,379
250,000.......................................................... 52,690 70,253 87,816 105,379
300,000.......................................................... 52,690 70,253 87,816 105,379
</TABLE>

The compensation covered by the GI Pension Plan and the GI SERP is
substantially that described under the "Salary" column of the Summary
Compensation Table. However, pursuant to Section 401(a)(17) of the Internal
Revenue Code, the maximum amount of compensation that can be considered in
computing benefits under the GI Pension Plan for 1994 was $150,000. Under the GI
SERP, compensation for 1994 in excess of $150,000, but not exceeding $242,280,
is considered in computing benefits. Accordingly, the total compensation covered
by the GI Pension Plan and the GI SERP for the calendar year 1994 for each of
Messrs. Akerson, Friedland, Blanchard and Dumit was $242,280. Credited years of
service under both the GI Pension Plan and the GI SERP as of December 31, 1994
are as follows: Messrs. Akerson (1 year), Friedland (16 years), and Dumit (3
years). As of December 31, 1994, Mr. Blanchard had not completed one year of
eligible service with the Company for purposes of the GI Pension Plan and the GI
SERP. Mr. Drendel does not participate in the GI Pension Plan or the GI SERP
because he is an employee of CommScope. Estimated benefits set forth in the
Pension Plan Table were calculated on the basis of a single life annuity and
Social Security covered compensation as in effect during 1994. Such estimated
benefits are not subject to any deduction for Social Security or other offset
amounts.

COMMSCOPE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

CommScope maintains the CommScope SERP for the benefit of certain executives
of CommScope and its subsidiaries. The CommScope SERP provides for the payment
of a monthly retirement (or early retirement) benefit to participants who retire
from CommScope on or after age 65 (or, for early retirement benefits, on or
after age 55 with 10 years of service). Frank M. Drendel is the only executive
named in the Summary Compensation Table who participates in the CommScope SERP.
Mr. Drendel, as well as all other individuals who were participants in the
CommScope SERP on August 22, 1990, is fully vested in his benefits under the
CommScope SERP and, thus, could retire prior to attaining age 65 (or age 55 in
the case of early retirement) and receive a deferred benefit.

The monthly benefits provided under the CommScope SERP are payable over 15
years and are equal to one-twelfth of a specified percentage, which does not
exceed 50%, of the participant's highest consecutive 12 months earnings during
the participant's final 60 months of employment. Early retirement benefits are
subject to actuarial reductions. Based on compensation earned for the calendar
year which ended December 31, 1994, the estimated annual benefit payable to Mr.
Drendel on or after attaining age 65 is $132,936.

19
<PAGE>
OTHER RELATED PARTY TRANSACTIONS

CommScope, from time to time, leases aircraft from FMD Autocar Ltd. ("FMD"),
a corporation that is wholly owned by Frank M. Drendel. In 1994, CommScope made
lease payments to FMD for aircraft rentals in the amount of $50,484.

An affiliate of Forstmann Little & Co. provides aircraft maintenance
services to the Company and charged the Company $2,137,000 in 1994 for those
services.

The Company believes that the terms of these transactions were no less
favorable to CommScope and the Company, as the case may be, than the terms which
could be obtained from an unrelated third party.

APPROVAL OF AMENDMENT TO THE AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

The Board of Directors has approved and recommends that the stockholders of
the Company approve an amendment to the Certificate of Incorporation to increase
the number of shares of Common Stock that the Company has the authority to issue
from 175,000,000 to 400,000,000.

Pursuant to Article FOURTH of the Certificate of Incorporation, the
Company's authorized capital stock currently consists of (i) 20,000,000 shares
of preferred stock, par value $.01 per share ("Preferred Stock"), and (ii)
175,000,000 shares of Common Stock. As of March 1, 1994, the Company had
shares of Common Stock and no shares of Preferred Stock outstanding. In
addition, as of the same date approximately shares of common stock were
reserved for issuance as follows: approximately shares reserved for
issuance under the 1993 Long-Term Incentive Plan and other stock option plans
and agreements; and 21,052,632 shares reserved for issuance upon conversion of
the Company's 5% Convertible Junior Subordinates Notes due 2000. Accordingly, as
of March 1, 1995, an aggregate of shares of Common Stock were outstanding
or reserved for issuance, and there remained an aggregate of shares of
Common Stock available for issuance.

The Board of Directors believes that it is in the best interests of the
Company and its stockholders to increase the number of authorized shares of
Common Stock. The additional authorized shares of Common Stock would be
available for issuance at such times and for such purposes as the Board of
Directors may deem advisable without further action by the Company's
stockholders, except as may be required by applicable laws or regulations or by
the rules of The New York Stock Exchange, Inc. or any other stock exchange on
which the Company's stock is traded at the time of issuance. This flexibility
will enhance the Company's ability to issue shares to meet a variety of business
needs as they may arise, including stock dividends, stock splits, retirement of
indebtedness, employee benefit programs, corporate business combinations,
acquisitions of property, or other corporate purposes. Although the Board may
periodically consider transactions such as those listed above, it currently has
no agreements, commitments or definitive plans to issue additional shares of
Common Stock, other than shares currently reserved for issuance.

Because the holders of Common Stock do not have preemptive rights, the
issuance of Common Stock otherwise than on a pro-rata basis to all current
stockholders could reduce the current holders' proportionate interests. While
the issuance of shares in certain instances may have the effect of making a
takeover of, or other acquisition transaction involving, the Company more
difficult or costly, the Board does not intend or view the increase in
authorized Common Stock as an anti-takeover measure, nor is the Company aware of
any proposed or pending transaction of this type.

20
<PAGE>
If the proposed amendment to the Certificate of Incorporation is approved,
the first paragraph of Article FOURTH of the Certificate of Incorporation will
be amended in its entirety to read as follows:

"FOURTH: The aggregate number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is (i)
400,000,000 shares of Common Stock, par value $.01 per share ("Common
Stock"), and (ii) 20,000,000 shares of preferred stock, par value $.01
per share ("Preferred Stock")."

The approval of the proposed amendment to the Certificate of Incorporation
requires the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock. As soon as practicable after such affirmative vote has
been taken and certified, the amendment to the Certificate of Incorporation will
be filed with the Secretary of State of Delaware. PROXIES WILL BE VOTED FOR
APPROVAL OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION UNLESS
OTHERWISE SPECIFIED IN THE PROXY.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

APPROVAL OF GENERAL INSTRUMENT CORPORATION
ANNUAL INCENTIVE PLAN

The Annual Incentive Plan was approved by the Compensation Committee on
April 28, 1993. The Plan was amended on March 7, 1994 in a manner designed to
qualify the compensation payable to the Chief Executive Officer ("CEO") under
the Annual Incentive Plan as "performance-based compensation" eligible for
exclusion from the tax deduction limitation of Section 162(m) of the Code and
was approved by stockholders at the 1994 Annual Meeting of Stockholders.

At the 1995 Annual Meeting, stockholders will be asked to consider and vote
on a proposal to approve the Annual Incentive Plan, as further amended and
restated by the Compensation Committee in February 1995.

PROPOSED AMENDMENT

The Compensation Committee approved, subject to the approval of the
stockholders at the 1995 Annual Meeting, an amendments to the Annual Incentive
Plan to eliminate the provision that no awards are earned if the Company's
earnings per share for a performance period are less than the earnings per share
for the immediately preceding performance period.

One of the Company's principal methods to attract, motivate, reward and
retain key employees is to give these employees an opportunity to earn awards
under the Annual Incentive Plan. The Compensation Committee believes that its
ability to set meaningful goals under the Annual Incentive Plan in order to
properly motivate and reward these employees could be constrained by the present
requirement that no awards may be earned if the Company's earnings per share for
a performance period are less than the earnings per share for the immediately
preceding performance period. The Compensation Committee believes that this
requirement does not allow it the flexibility to take into account all of the
factors which may affect earnings per share but which are not wholly within the
Company's control (such as the Company's taxpayer status and non-operating
decreases or increases in income) and, therefore, do not properly reflect
employee performance in any given year. The commitment and dedication of its
employees is critical to the Company's success in every year, irrespective of
the amount of earnings per share the Company may have generated in the previous
year.

To continue to qualify for the exclusion from the tax deduction limitation
of Section 162(m) of the Code, the Company is disclosing to stockholders the
material terms of the performance goals under the amended and restated Annual
Incentive Plan and is seeking their approval. Based on current compensation
levels, only the Chief Executive Officer's cash compensation which may be
deductible by the Company in 1996 (without giving effect to Section 162(m)) is
expected to exceed $1 million. The

21
<PAGE>
approval by stockholders, and certification by the Compensation Committee that
the performance goals and other material terms were in fact satisfied, will be a
condition to the payment of compensation to the CEO pursuant to the Annual
Incentive Plan for the 1995 performance period and thereafter.

The material terms of the amended and restated Annual Incentive Plan are
summarized below.

ELIGIBILITY

The Annual Incentive Plan provides that the CEO will participate in every
performance period (which is generally the fiscal year of the Company). The
Compensation Committee selects the other officers and the CEO selects the other
key employees who will participate in the Annual Incentive Plan for any
performance period. Only those key employees who have a significant impact on
the current and future success of the Company may participate. Any of the
Company's approximately 12,300 employees is eligible to participate in the
Annual Incentive Plan.

PURPOSE

The purpose of the Annual Incentive Plan is to enhance the Company's ability
to attract, motivate, reward and retain key employees, to strengthen their
commitment to the success of the Company and to align their interests with those
of the Company's stockholders by providing additional compensation to designated
key employees of the Company based on the achievement of performance objectives.
To this end, the Annual Incentive Plan provides a means of annually rewarding
participants primarily based on the performance of the Company and its divisions
and secondarily, and only in the case of employees (other than officers) at an
operating division, based on the achievement of personal objectives.

ADMINISTRATION

The Annual Incentive Plan will be administered by the Compensation Committee
with respect to officers (including the CEO) who participate in the Annual
Incentive Plan and by the CEO with respect to all other participants. The
Compensation Committee or the CEO, as the case may be, has full authority to
establish the rules and regulations relating to the Annual Incentive Plan, to
interpret the Annual Incentive Plan and those rules and regulations, to select
participants in the Annual Incentive Plan, to determine each Participant's
target award percentage, to approve all the awards, to decide the facts in any
case arising under the Annual Incentive Plan and to make all other
determinations and to take all other actions necessary or appropriate for the
proper administration of the Plan, including the delegation of such authority or
power, where appropriate. Only the Compensation Committee, however, has
authority to amend or terminate the Annual Incentive Plan.

DETERMINATION OF AWARDS

GENERAL. Awards under the Annual Incentive Plan for any performance period
payable to the CEO and the other participants who are not employed at an
operating division are generally based upon the Company's achievement of its
earnings per share target and its consolidated operating income target. Awards
for any participant employed at an operating division are based on the Company's
achievement of its earnings per share target and the operating division's
achievement of its operating income target and are subject to adjustment to
reflect the division's quality performance. Awards for participants, other than
the CEO and the other officers of the Company, are subject to adjustment based
on the participant's achievement of personal performance goals.

The Compensation Committee establishes the Company's earnings per share and
consolidated operating income targets and each division's operating income
targets for each performance period by adopting, for purposes of the Annual
Incentive Plan, the Company's or another business plan for that period.

22
<PAGE>
In addition, each participant is assigned a target award percentage, which
is the percentage of the participant's base salary that would be awarded if the
percentage achievement of each financial target is 100%. Participants who are
eligible for an adjustment of their bonus based on the achievement of personal
performance goals are also assigned performance targets.

The portion of an award based on any financial target is only earned if the
Company or the operating division, as the case may be, achieves at least 90% of
that target. If actual performance exceeds the financial target, the portion of
the award based on that target will increase proportionately to a maximum of
130%, but in no event may any participant receive more than 150% of his
individual target.

Without the further approval of stockholders, the CEO's award under the
Annual Incentive Plan will not exceed $1.25 million for any performance period.
The Compensation Committee may not increase the CEO's award for any performance
period above that determined under the terms of the Annual Incentive Plan, but
may reduce the bonus payable for any performance period. Prior to the payment of
the CEO's award, the Compensation Committee must certify in writing the amount
of the award.

CHANGES TO THE TARGET

The Compensation Committee, with respect to officers who are participants,
and the CEO, with respect to all other participants, may at any time prior to
the final determination of awards change the target award percentage of any
participant (other than the CEO) or assign a different target award percentage
to a participant (other than the CEO) to reflect any change in the participant's
responsibility level or position during the course of the performance period.
The Compensation Committee, with respect to officers who are participants, and
the CEO, with respect to all other participants, may at any time prior to the
final determination of awards change the performance measures or targets to
reflect any change in corporate capitalization, such as a stock split or stock
dividend, or a corporate transaction such as a merger, consolidation,
separation, reorganization or partial or complete liquidation.

CHANGE OF CONTROL

If a change of control of the Company occurs, the Company must pay to each
participant in the Annual Incentive Plan immediately prior to the change of
control (regardless of whether the participant remains employed after the change
of control) an award which is calculated assuming that all performance
percentages are 100 percent. The award will be prorated to the date of the
change of control based on the number of days that have elapsed during the
performance period through the date of the change of control.

LIMITATION ON RIGHTS TO PAYMENT OF AWARDS

Except in connection with a change of control, in order to receive payment
of an award, the participant must remain in the employ of the Company through
the payment date of the award. However, if the participant has active service
with the Company for at least three months during any performance period, but,
prior to payment of the award for such performance period, the participant's
employment with the Company terminates due to the participant's death,
disability or retirement, the participant (or, in the event of the participant's
death, the participant's estate, beneficiary or beneficiaries) will remain
eligible to receive a prorated portion of any earned award, based on the number
of days that the participant was actively employed and performed services during
the performance period.

AMENDMENT AND TERMINATION

The Compensation Committee may at any time amend (in whole or in part) the
Annual Incentive Plan unless the amendment adversely affects any participant's
rights to or interest in an award earned prior to the date of the amendment, in
which case the amendment will not be effective without the participant's
consent. Amendments do not require stockholder approval and could have the
effect of increasing the amount of awards to participants.

23
<PAGE>
The Compensation Committee may terminate the Annual Incentive Plan (in whole
or in part) at any time.

NON-TRANSFERABILITY

Except in connection with the death of a participant, a participant's right
and interest under the Annual Incentive Plan may not be assigned or transferred.
Any attempted assignment or transfer will be null and void and will extinguish,
in the Company's sole discretion, the Company's obligation under the Annual
Incentive Plan to pay awards with respect to the participant.

UNFUNDED STATUS

The Plan will be unfunded. The Company will not be required to establish any
special or separate fund, or to make any other segregation of assets, to assure
payment of Awards.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The amount of an award under the Annual Incentive Plan generally will be
includible in income by the recipient and deductible by the Company (subject to
any deduction limitation under Section 162(m) of the Internal Revenue Code). The
Company has structured the annual cash bonus to the Chief Executive Officer
pursuant to the Annual Incentive Plan with the intention that compensation
resulting therefrom (other than in connection with a change of control of the
Company) would be qualified "performance-based compensation" under Section
162(m) and would be deductible. To qualify, the Company is seeking stockholder
approval of the amended and restated Annual Incentive Plan.

Under certain circumstances, the payment of an award under the Annual
Incentive Plan in connection with a change of control of the Company might be
deemed an "excess parachute payment" for purposes of the golden parachute tax
provisions of Section 280G of the Internal Revenue Code. To the extent it is so
considered, the participant may be subject to a 20% excise tax and the Company
may be denied a tax deduction.

THE APPROVAL OF THE ANNUAL INCENTIVE PLAN REQUIRES THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE SHARES OF COMMON STOCK PRESENT IN PERSON OR BY PROXY AND
ENTITLED TO VOTE THEREON. PROXIES WILL BE VOTED FOR APPROVAL OF THE ANNUAL
INCENTIVE PLAN UNLESS OTHERWISE SPECIFIED IN THE PROXY. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR APPROVAL OF THE ANNUAL INCENTIVE PLAN.

AWARDS MADE UNDER THE ANNUAL INCENTIVE PLAN

Future awards under the Annual Incentive Plan are not determinable because
they depend upon certain unknown factors, including the extent to which the
performance targets for any performance period are achieved. The following table
sets forth information concerning the amounts that were paid in 1995 pursuant to
the Annual Incentive Plan for the 1994 performance period.

24
<PAGE>
NEW PLAN BENEFITS

<TABLE>
<CAPTION>
1994 AWARDS
UNDER ANNUAL
INCENTIVE
NAME AND POSITION PLAN ($)
-------------------------------------------------------------------------- -------------
<S> <C>
Daniel F. Akerson ........................................................ $ 728,000
Chairman of the Board of Directors and Chief Executive Officer
Richard S. Friedland ..................................................... 327,600
President and Chief Operating Officer and
Director of the Company
Frank M. Drendel ......................................................... 163,757
Chairman, President and Chief Executive Officer of CommScope and Director
of the Company
J.A. Blanchard, III ...................................................... 206,139
Executive Vice President
Thomas A. Dumit .......................................................... 134,753
Vice President, General Counsel and Secretary
All current executive officers as a group 2,045,164
(includes 11 persons, including those named above) ......................
All employees (other than current executive officers) 6,649,712
as a group (362 persons) ................................................
</TABLE>

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Deloitte & Touche LLP, as independent
auditors for its fiscal year ending December 31, 1995, upon the recommendation
of its Audit Committee. Deloitte & Touche LLP has served as auditors for the
Company since September 1990. A representative of Deloitte & Touche LLP will be
in attendance at the 1995 Annual Meeting with the opportunity to make a
statement if the representative desires to do so and will be available to
respond to appropriate questions.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by use of the mails, some of the officers, directors
and regular employees of the Company and its subsidiaries, none of whom will
receive additional compensation therefor, may solicit proxies in person or by
telephone, telegraph or other means. Solicitation will also be made by employees
of Morrow & Co., Inc., which firm will be paid a fee of $4,500, plus expenses.
As is customary, the Company will, upon request, reimburse brokerage firms,
banks, trustees, nominees and other persons for their out-of-pocket expenses in
forwarding proxy materials to their principals.

STOCKHOLDER PROPOSALS FOR THE 1996
ANNUAL MEETING OF STOCKHOLDERS

Stockholders may present proposals which may be proper subjects for
inclusion in the proxy statement and for consideration at an Annual Meeting. To
be considered, proposals must be submitted on a timely basis. Proposals for the
1996 Annual Meeting must be received by the Company no later than November ,
1995. Proposals, as well as any questions related thereto, should be submitted
in writing to the Secretary of the Company. Proposals may be included in the
proxy statement for the 1996 Annual Meeting if they comply with certain rules
and regulations promulgated by the Securities and Exchange Commission.

25
<PAGE>
OTHER MATTERS

The Company knows of no other matter to be brought before the 1995 Annual
Meeting. If any other matter requiring a vote of the stockholders should come
before the meeting, it is the intention of the persons named in the proxy to
vote the same with respect to any such matter in accordance with their best
judgment.

The Company will furnish, without charge, to each person whose proxy is
being solicited, upon written request, a copy of its Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, as filed with the Securities and
Exchange Commission (excluding exhibits). Copies of any exhibits thereto also
will be furnished upon the payment of a reasonable duplicating charge. Requests
in writing for copies of any such materials should be directed to Mr. Thomas A.
Dumit, Secretary, General Instrument Corporation, 181 West Madison Street,
Chicago, Illinois 60602.

By order of the Board of Directors,
THOMAS A. DUMIT
Secretary

Chicago, Illinois
March , 1995

26
<PAGE>
GENERAL INSTRUMENT CORPORATION
ANNUAL INCENTIVE PLAN

1. PURPOSE

The purpose of the Annual Incentive Plan is to enhance General Instrument
Corporation's ability to attract, motivate, reward and retain key employees, to
strengthen their commitment to the success of the Company and to align their
interests with those of the Company's stockholders by providing additional
compensation to designated key employees of the Company based on the achievement
of performance objectives. To this end, the Annual Incentive Plan provides a
means of annually rewarding participants primarily based on the performance of
the Company and its divisions and secondarily based on the achievement of
personal performance objectives. The adoption of this Plan as it relates to the
CEO is subject to the approval of the stockholders of the Company.

2. DEFINITIONS

(a) "Adjusted Operating Income", for any Performance Period, shall mean the
Business Unit's operating income as reflected in its final consolidated
financial statements for such Performance Period.

(b) "Award" shall mean the incentive award earned by a Participant under the
Plan for any Performance Period.

(c) "Base Salary" shall mean the Participant's annual base salary, based on
the Company's Form 1153. Annual base salary does not include Awards under the
Plan, long-term incentive awards, imputed income from such programs as executive
life insurance or nonrecurring earnings such as moving expenses and is based on
salary earnings before reductions for such items as contributions under Section
401(k) of the Internal Revenue Code of 1986, as amended, and deferred
compensation arrangements.

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

(e) "Board" shall mean the Board of Directors of the Company.

(f) "Business Plan", for any Performance Period, shall mean the Business
Unit's final business plan for such Performance Period, submitted to and
approved by the CEO, or such other business plan as may be established by the
Committee.

(g) "Business Plan Operating Income", for any Performance Period, shall mean
the Business Unit's operating income as reflected in the Business Plan for such
Performance Period.

(h) "Business Unit" shall mean either the Company or a Division, as
applicable. For Participants employed at Corporate Division, the Company shall
be the Business Unit.

(i) "CEO" shall mean the Chief Executive Officer of the Company.

(j) "Change of Control" shall mean any of the following:

(i) the acquisition by any Person, other than Instrument Partners or
Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-IV or any of their affiliates (collectively, the "Forstmann
Little Companies") of Beneficial Ownership of Voting Securities which, when
added to the Voting Securities then Beneficially Owned by such Person, would
result in such Person Beneficially Owning (A) 33% or more of the combined
Voting Power of the Company's then outstanding Voting Securities and (B) a
number of Voting Securities greater than the aggregate number of Voting
Securities then Beneficially Owned by the Forstmann Little Companies;
PROVIDED, HOWEVER, that for purposes of this paragraph (i), a Person shall
not be deemed to have made an acquisition of Voting Securities if such
Person: (1) acquires Voting Securities as a result of a stock split, stock
dividend or other corporate restructuring in which all stockholders of the
class of such Voting Securities are treated on a pro rata basis; (2)
acquires the

1
<PAGE>
Voting Securities directly from the Company; (3) becomes the Beneficial
Owner of 33% or more of the combined Voting Power of the Company's then
outstanding Voting Securities solely as a result of the acquisition of
Voting Securities by the Company or any Subsidiary which, by reducing the
number of Voting Securities outstanding, increases the proportional number
of shares Beneficially Owned by such Person, provided that if (x) a Person
would own at least such percentage as a result of the acquisition by the
Company or any Subsidiary and (y) after such acquisition by the Company or
any Subsidiary, such Person acquires Voting Securities, then an acquisition
of Voting Securities shall have occurred; (4) is the Company or any
corporation or other Person of which a majority of its voting power or its
equity securities or equity interest is owned directly or indirectly by the
Company (a "Controlled Entity"); or (5) acquires Voting Securities in
connection with a "Non-Control Transaction" (as defined in paragraph (iii)
below); or

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

(iii) approval by stockholders of the Company of:

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

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

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

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

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

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

2
<PAGE>
Notwithstanding the foregoing, a Change of Control shall not be deemed
to occur solely because 33% or more of the then outstanding Voting
Securities is Beneficially Owned by (x) a trustee or other fiduciary holding
securities under one or more employee benefit plans or arrangements (or any
trust forming a part thereof) maintained by the Company or any Controlled
Entity or (y) any corporation which, immediately prior to its acquisition of
such interest, is owned directly or indirectly by the stockholders of the
Company in the same proportion as their ownership of stock in the Company
immediately prior to such acquisition.

(k) "Committee" shall mean the Compensation Committee of the Board.

(l) "Company" shall mean General Instrument Corporation, its successors and
assigns.

(m) "Corporate Division" shall mean the corporate staff, which includes all
employees not otherwise assigned to a Division.

(n) "Disability" shall mean permanent disability, as provided in the
Company's long-term disability plan.

(o) "Division" shall mean the G.I. Communications, CommScope and Power
Semiconductor divisions of the Company, or as may otherwise be designated in the
Business Plan.

(p) "Earnings Per Share", for any Performance Period, shall mean the income
per share of the Company's common stock on a fully diluted basis, before
extraordinary items, effects of changes in accounting principles and other
similar adjustments, as reflected in the Company's final consolidated financial
statements for such Performance Period.

(q) "Effective Date" shall mean the date that the Plan is adopted by the
Board.

(r) "Employee" shall mean any person (including an officer) employed by the
Company or any of its subsidiaries in a management position on a full-time
salaried basis.

(s) "EPS Target", for any Performance Period, shall mean the Earnings Per
Share goal for such Performance Period, as established by the Committee.

(t) "Financial Target Award Earned", for any Performance Period, shall mean
(i) for Participants at Corporate Division, the percentage based on the
achievement of financial performance targets and (ii) for Participants employed
by any Division, such percentage as adjusted by the Quality Performance
Adjustment, if any, as determined in accordance with the formula set forth in
Section 5 of the Plan.

(u) "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

(v) "Participant", for any Performance Period, shall mean an Employee
selected to participate in the Plan for such Performance Period.

(w) "Performance Period" shall mean the fiscal year of the Company or any
other period designated by the Committee with respect to which an Award is
earned.

(x) "Person" shall mean a person within the meaning of Sections 13(d) and
14(d) of the 1934 Act.

(y) "Personal Performance Percentage", with respect to Participants (other
than the Presidents of the Divisions or other officers of the Company) for any
Performance Period, shall mean the percentage based on the achievement of
personal performance goals, as determined in accordance with Section 5(c) of the
Plan.

(z) "Plan" shall mean this General Instrument Corporation Annual Incentive
Plan, as from time to time amended and in effect.

(aa) "Quality Performance Adjustment", for any Participant employed by a
Division for any Performance Period, shall mean the percentage based on such
Division's quality performance, as determined in accordance with Section 5(b) of
the Plan.

3
<PAGE>
(bb) "Retirement" shall mean retirement at or after age 65 or early
retirement with the prior written approval of the Company.

(cc) "Subsidiary" shall mean a corporation as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended, with the Company being treated as
the employer corporation for purposes of this definition.

(dd) "Target Award Percentage" for any Participant with respect to any
Performance Period, shall mean the percentage of the Participant's Base Salary
that the Participant would earn as an Award for that Performance Period if each
of the Financial Target Award Earned and Personal Performance Percentage (if
applicable) for that Performance Period is 100%, and shall be determined by the
Committee with respect to officers who are Participants and the CEO with respect
to all other Participants, based on the Participant's responsibility level or
the position or positions held during the Performance Period; PROVIDED, HOWEVER,
that if any Participant held more than one position during the Performance
Period, then the Committee or CEO, as applicable, may designate different Target
Award Percentages with respect to each position and the Award will be pro-rated
to reflect the number of days during which such Participant had each Target
Award Percentage.

(ee) "Voting Power" shall mean the combined voting power of the then
outstanding Voting Securities.

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

3. ELIGIBILITY

Participation in the Plan for a Performance Period shall be limited to those
key Employees who, because of their significant impact on the current and future
success of the Company, the Committee or CEO selects, in accordance with Section
5 of this Plan, to participate in the Plan for that Performance Period.
Notwithstanding the foregoing, the CEO shall participate in the Plan in every
Performance Period. The Committee is authorized to reduce the amount of the
Award payable to the CEO for any Performance Period.

To be eligible to participate in the Plan in any Performance Period an
Employee shall have had at least three months active tenure during such
Performance Period and be actively employed by the Company on the Award payment
date. The Committee or CEO may approve, in accordance with Sections 7 and 8 of
this Plan, exceptions for special circumstances.

Employees shall participate in only one annual cash or sales incentive plan
for any specific period in time. For example, an individual may not participate
in both the Plan and a Division's sales incentive plan at the same time. An
individual may participate in two plans sequentially during any Performance
Period because of promotion or reassignment, provided that participation in each
such plan is pro-rated based on the number of days he or she participated in
each plan.

If an Employee becomes a Participant during a Performance Period, such
Participant's Award will be pro-rated based on the number of days that he or she
is a Participant, unless, with respect to Employees other than the CEO, the
Committee otherwise determines.

4. ADMINISTRATION

The administration of the Plan shall be consistent with the purpose and the
terms of the Plan. The Plan shall be administered by the Committee with respect
to officers who are Participants and by the CEO with respect to all other
Participants. Each member of the Committee shall be an "outside director" within
the meaning of Treasury Regulations proposed under Section 162(m) of the
Internal Revenue Code of 1986, as amended. The Committee and the CEO, as the
case may be, shall have full authority to establish the rules and regulations
relating to the Plan, to interpret the Plan and those rules and regulations, to
select Participants in the Plan, to determine each Participant's Target Award
Percentage, to approve all the Awards, to decide the facts in any case arising
under the Plan and to

4
<PAGE>
make all other determinations and to take all other actions necessary or
appropriate for the proper administration of the Plan, including the delegation
of such authority or power, where appropriate; PROVIDED, HOWEVER, that only the
Committee shall have authority to amend or terminate the Plan and the Committee
shall not be authorized to increase the amount of the Award payable to the CEO
that would otherwise be payable pursuant to the terms of the Plan. The
Committee's and the CEO's administration of the Plan, including all such rules
and regulations, interpretations, selections, determinations, approvals,
decisions, delegations, amendments, terminations and other actions, shall be
final and binding on the Company, the Subsidiaries, their respective
stockholders and all employees of the Company and the Subsidiaries, including
the Participants and their respective beneficiaries.

5. DETERMINATION OF AWARDS

Prior to, or as soon as practicable following, the commencement of each
Performance Period, the Committee with respect to officers and the CEO with
respect to all other Employees shall determine the Employees who shall be
Participants during that Performance Period and determine each Participant's
Target Award Percentage. The Company shall prepare schedules, which will be
treated as part of the Plan for that Performance Period, setting forth (x) the
Participants during that Performance Period, (y) each Participant's Target Award
Percentage for that Performance Period and (z) the financial targets for that
Performance Period (which shall be established within 90 days after the
commencement of such Performance Period). The Company shall notify each
Participant of his or her Target Award Percentage and the applicable financial
targets for the Performance Period. Notwithstanding the foregoing, the CEO shall
participate in the Plan for every Performance Period in accordance with Section
3 hereof and the Committee shall establish the Target Award Percentage of the
CEO within 90 days after the commencement of the relevant Performance Period.

Generally, a Participant earns an Award for a Performance Period based on
(i) the Company's and his or her Business Unit's achievement of financial
targets, (ii) in the case of Participants other than the Presidents of Divisions
or other officers of the Company, his or her achievement of personal performance
goals, and (iii) in the case of Participants employed by a Division, the
Division's quality performance. The portion of Awards based on Company
performance will only be earned if the Company achieves 90% or higher of the EPS
Target for such Performance Period. For Participants employed by any Division,
the portion of their Awards based on Divisional performance will only be earned
if the Division achieves 90% or higher of the Division's operating income
target, and for Participants at Corporate Division, the portion of their Award
based on another measure of Company performance will only be earned if the
Company achieves 90% or higher of the Company's operating income target. The
awards of each Participant who has personal performance goals may be adjusted
based on the Participant's achievement of those personal performance goals, and
Awards based on Divisional performance may be adjusted based on the Division's
quality performance. The calculation of Awards is more fully set forth in this
Section 5.

The maximum Award any Participant (other than the CEO) may receive for any
Performance Period is 150% of the Participant's Base Salary times his or her
Target Award Percentage for that Performance Period. The maximum award the CEO
may receive for any Performance Period is $1.25 million.

Awards shall be earned by Participants in accordance with the following
formula:

<TABLE>
<C> <C> <C> <C> <C> <C> <S>
Personal Performance
Percentage (other than
Financial officers of the Company
Target Award Base Target Award and Presidents of
Percentage x Salary x Earned x Divisions)
</TABLE>

Where:

- Target Award Percentage is as defined in Section 2(dd) of the
Plan.

- Base Salary is as defined in Section 2(c) of the Plan.

5
<PAGE>
- Financial Target Award Earned is based on the formula set forth
below.

- Personal Performance Percentage ranges from 80 percent to 120
percent and is determined, in accordance with subsection (c)
below, by the Participant's satisfaction of personal
performance goals.

(a) FINANCIAL TARGETS

The Financial Target Award Earned is generally based on the achievement of
performance targets by the Company and its Divisions.

In the case of Participants employed by any Division, the Financial Target
Award Earned may be adjusted for the Division's quality performance.

The Financial Target Award Earned for any Performance Period is determined
for Participants employed by any Division and Participants employed at Corporate
Division in accordance with the following formulas:

<TABLE>
<S> <C> <C> <C> <C>
Financial Target Award Division Earnings Per
Earned for Award Share
Division Participants = Earned + Award Earned

Corporate
Financial Target Award Earnings
Earned for Corporate Award Per Share
Division Participants = Earned + Award Earned
</TABLE>

Where:

- Division Award Earned is calculated by multiplying (i) Division
Operating Income Percent (in accordance with the following
table); (ii) the percentage (which is deemed to be zero if it
is not at least 90 percent, but may not exceed 130 percent),
determined by dividing Adjusted Operating Income for the
Performance Period of the Division in which the Participant is
employed by the Division's Business Plan Operating Income for
the Performance Period; and (iii) the Quality Performance
Adjustment, which ranges between 80 percent to 120 percent, as
determined under subsection (b) below.

- Corporate Award Earned is calculated by multiplying (i)
Corporate Operating Income Percent (in accordance with the
following table); and (ii) the percentage (which is deemed to
be zero if it is not at least 90 percent, but may not exceed
130 percent), determined by dividing Adjusted Operating Income
of the Company for the Performance Period by the Company's
Business Plan Operating Income for the Performance Period.

- Earnings Per Share Award Earned is calculated by multiplying
(i) Earnings Per Share Percent (in accordance with the
following table); and (ii) the percentage (which is deemed to
be zero if it is not at least 90 percent, but may not exceed
130 percent), determined by dividing Earnings Per Share for the
Performance Period by the EPS Target for the Performance
Period.

6
<PAGE>
In calculating an Award, the performance components are weighted in
accordance with the following table based on the Participant's position, as set
forth below:

<TABLE>
<CAPTION>
DIVISION OPERATING CORPORATE OPERATING EARNINGS PER
INCOME PERCENT INCOME PERCENT SHARE
------------------- ------------------- --------------
<S> <C> <C> <C>
Presidents and Chief Operating Officers of Jerrold Communications,
CommScope and VideoCipher............................................ 40% 0% 60%
President of the Power Semiconductor Division......................... 60% 0% 40%
All other Division positions.......................................... 70% 0% 30%
Corporate Division.................................................... 0% 40% 60%
</TABLE>

(b) QUALITY PERFORMANCE ADJUSTMENT

Division Presidents may recommend to the CEO that, based on the quality
performance of their Division in the Performance Period, all Participants
employed by the Division receive an adjustment of their Awards. The CEO has
discretion to grant such adjustments (the "Quality Performance Adjustments"),
which may range from 80 percent to 120 percent. Participants employed at
Corporate Division are not eligible for an adjustment based on quality
performance.

The Presidents of the Divisions and other officers of the Company are not
eligible for an adjustment based on personal performance. Each other
Participant's performance shall be evaluated and a Personal Performance
Percentage for such Participant shall be recommended for approval by the CEO.
The Personal Performance Percentage may range from 80 percent to 120 percent to
reflect the achievement of the Participant's personal performance goals during
the Performance Period; PROVIDED, HOWEVER, that the application of this Section
5(c) shall not result in (i) the Participant's Award exceeding 150 percent of
his or her Base Salary times his or her Target Award Percentage for the
Performance Period; or (ii) with respect to each Business Unit, an increase in
the aggregate dollar amount of all Awards earned by all Participants in that
Business Unit for that Performance Period. Officers of the Company and the
Presidents of the Divisions are not eligible for an adjustment based on personal
performance.

6. CHANGES TO THE TARGET

The Committee, with respect to officers who are Participants, and the CEO,
with respect to all other Participants, may at any time prior to the final
determination of Awards change the Target Award Percentage of any Participant
(other than the CEO) or assign a different Target Award Percentage to a
Participant (other than the CEO) to reflect any change in the Participant's
responsibility level or position during the course of the Performance Period.

The Committee, with respect to officers who are Participants, and the CEO,
with respect to all other Participants, may at any time prior to the financial
determination of Awards change the performance measures or targets to reflect a
change in corporate capitalization, such as a stock split or stock dividend, or
a corporate transaction, such as a merger, consolidation, separation,
reorganization or partial or complete liquidation.

7. PAYMENT OF AWARDS

As soon as practicable after the close of a Performance Period, the
Committee, with respect to officers who are Participants, and the CEO, with
respect to all other Participants, shall review and approve each Participant's
Award. Subject to the provisions of Section 8 of the Plan, each Award to the
extent earned shall be paid in a single lump sum cash payment, as soon as
practicable after the close of the Performance Period, but no later than 120
days after the close of the Performance Period. The Committee shall certify in
writing the amount of the CEO's Award prior to payment thereof.

If a Change of Control occurs, the Company shall, within 60 days thereafter,
pay to each Participant in the Plan immediately prior to the Change of Control
(regardless of whether the Participant remains employed after the Change of
Control) an Award which is calculated assuming that all

7
<PAGE>
performance percentages are 100 percent, and such Award shall be prorated to the
date of the Change of Control based on the number of days that have elapsed
during the Performance Period through the date of the Change of Control.

8. LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS

No Participant shall have any right to receive payment of an Award under the
Plan for a Performance Period unless the Participant remains in the employ of
the Company through the payment date of the Award for such Performance Period,
except as provided in the last paragraph of Section 7 of the Plan. However, if
the Participant has active service with the Company or the Subsidiary for at
least three months during any Performance Period, but, prior to payment of the
Award for such Performance Period, a Participant's employment with the Company
terminates due to the Participant's death, Disability or Retirement (or, in the
event of the Participant's death, the Participant's estate, beneficiary or
beneficiaries as determined under Section 9 of the Plan) shall remain eligible
to receive a prorated portion of any earned Award, based on the number of days
that the Participant was actively employed and performed services during such
Performance Period.

9. DESIGNATION OF BENEFICIARY

A Participant may designate a beneficiary or beneficiaries who, in the event
of the Participant's death prior to full payment of any Award hereunder, shall
receive payment of any Award due under the Plan. Such designation shall be made
by the Participant on a form prescribed by the Committee. The Participant may,
at any time, change or revoke such designation. A beneficiary designation, or
revocation of a prior beneficiary designation, will be effective only if it is
made in writing on a form provided by the Company, signed by the Participant and
received by the Secretary of the Company. If the Participant does not designate
a beneficiary or the beneficiary dies prior to receiving any payment of an
Award, Awards payable under the Plan shall be paid to the Participant's estate.

10. AMENDMENTS

The Committee may at any time amend (in whole or in part) this Plan. No such
amendment which adversely affects any Participant's rights to or interest in an
Award earned prior to the date of the amendment shall be effective unless the
Participant shall have agreed thereto.

11. TERMINATION

The Committee may terminate this Plan (in whole or in part) at any time. In
the case of such termination of the Plan, the following provisions of this
Section 11 shall apply notwithstanding any other provisions of the Plan to the
contrary:

(i) The Committee shall promulgate administrative rules applicable to Plan
termination, pursuant to which each affected Participant (other than the CEO)
shall receive, with respect to each Performance Period which has commenced on or
prior to the effective date of the Plan termination (the "Termination Date") and
for which the Award has not yet been paid, the amount described in such rules
and the CEO shall receive an amount equal to the amount his Award would have
been had the Plan not been terminated (prorated for the Performance Period in
which the Termination Date occurred), subject to reduction in the discretion of
the Committee.

(ii) Each Award payable under this Section 11 shall be paid as soon as
practicable, but in no event later than 120 days after the Termination Date.

12. MISCELLANEOUS PROVISIONS

(a) This Plan is not a contract between the Company and the Employees or the
Participants. Neither the establishment of this Plan, nor any action taken
hereunder, shall be construed as giving any Employee or any Participant any
right to be retained in the employ of the Company. The Company is under no
obligation to continue the Plan.

8
<PAGE>
(b) A Participant's right and interest under the Plan may not be assigned or
transferred, except as provided in Section 9 of the Plan, and any attempted
assignment or transfer shall be null and void and shall extinguish, in the
Company's sole discretion, the Company's obligation under the Plan to pay Awards
with respect to the Participant.

(c) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund, or to make any other segregation of
assets, to assure payment of Awards.

(d) The Company shall have the right to deduct from Awards paid and any
interest thereon, any taxes or other amounts required by law to be withheld.

(e) Nothing contained in the Plan shall limit or affect in any manner or
degree the normal and usual powers of management, exercised by the officers and
the Board of Directors or committees thereof, to change the duties or the
character of employment of any employee of the Company or to remove the
individual from the employment of the Company at any time, all of which rights
and powers are expressly reserved.

9
<PAGE>
GENERAL INSTRUMENT CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 1995

The undersigned hereby authorizes and directs State Street Bank and Trust
Company, as trustee of the General Instrument Corporation Savings Plan, to vote
as Proxy for the undersigned, as herein stated, at the annual meeting of
stockholders of General Instrument Corporation to be held at the Palmer House
Hilton, 17 East Monroe Street, Chicago, Illinois, on Wednesday, April 26, 1995
at 3:00 P.M., Central Time, and at any adjournment thereof, all shares of Common
Stock of General Instrument Corporation allocated to the account of the
undersigned under such Plan, on the proposals set forth below and in accordance
with their discretion on any other matters that may properly come before the
meeting or any adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice and Proxy Statement, dated March , 1995, and Annual Report to
Stockholders for 1994.

The Board of Directors recommends a vote FOR the following proposals:

1. ELECTION OF DIRECTORS.

/ / FOR the election of John Seely Brown, Theodore J. Forstmann, Morton H.
Meyerson and Felix G. Rohatyn as Directors, except as indicated.

/ / WITHHOLD AUTHORITY to vote for all nominees in such election.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME ABOVE.

2. PROPOSAL TO APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK.

/ / FOR / / AGAINST / / ABSTAIN

(CONTINUED ON REVERSE SIDE)
<PAGE>
THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN THE SAME PROPORTION AS THE
SHARES FOR WHICH THE TRUSTEE RECEIVES PROPER VOTING INSTRUCTIONS.

PLEASE FILL IN, DATE, SIGN AND RETURN
THIS PROXY IN THE ACCOMPANYING
ENVELOPE. NO POSTAGE IS REQUIRED IF
RETURNED IN THE ACCOMPANYING ENVELOPE
AND MAILED IN THE UNITED STATES.
Dated: ________________________, 1995
_____________________________________
Signature
_____________________________________
Signature

Please sign exactly as your name
appears on this Proxy. If acting as
executor, administrator, trustee,
guardian, etc., you should so
indicate when signing. If a
corporation, please sign the full
corporate name, by duly authorized
officer. If a partnership, please
sign full partnership name by
authorized person. If shares are held
jointly, each stockholder named
should sign.
<PAGE>
GENERAL INSTRUMENT CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 1995

The undersigned hereby authorizes and directs State Street Bank and Trust
Company, as trustee of the CommScope, Inc. Employees Profit Sharing and Savings
Plan, to vote as Proxy for the undersigned, as herein stated, at the annual
meeting of stockholders of General Instrument Corporation to be held at the
Palmer House Hilton, 17 East Monroe Street, Chicago, Illinois, on Wednesday,
April 26, 1995 at 3:00 P.M., Central Time, and at any adjournment thereof, all
shares of Common Stock of General Instrument Corporation allocated to the
account of the undersigned under such Plan, on the proposals set forth below and
in accordance with their discretion on any other matters that may properly come
before the meeting or any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice and Proxy Statement, dated March , 1995,
and Annual Report to Stockholders for 1994.

The Board of Directors recommends a vote FOR the following proposals:

1. ELECTION OF DIRECTORS.

/ / FOR the election of John Seely Brown, Theodore J. Forstmann, Morton H.
Meyerson and Felix G. Rohatyn as Directors, except as indicated.

/ / WITHHOLD AUTHORITY to vote for all nominees in such election.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME ABOVE.

2. PROPOSAL TO APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK.

/ / FOR / / AGAINST / / ABSTAIN

GENERAL INSTRUMENT CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 1995

The undersigned hereby appoints Thomas A. Dumit and Richard C. Smith, each of
them, his attorneys and agents, with full power of substitution to vote as Proxy
for the undersigned, as herein stated, at the annual meeting of stockholders of
General Instrument Corporation to be held at the Palmer House Hilton, 17 East
Monroe Street, Chicago, Illinois, on Wednesday April 26, 1995 at 3:00 p.m.,
Central Time, and at any adjournment thereof, according to the number of votes
the undersigned would be entitled to vote if personally present, on the
proposals set forth below and in accordance with their discretion on any other
matters that may properly come before the meeting or any adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice and Proxy Statement,
dated March __, 1995, and Annual Report to Stockholders for 1994.

(CONTINUED ON REVERSE SIDE)

<PAGE>

/X/ PLEASE MARK YOUR CHOICES LIKE THIS

COMMON
- -----------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:

1. ELECTION OF DIRECTORS.
For the election of John Seely Brown, Theodore J. Forstmann,
Morton H. Meyerson and Felix G. Rohatyn, except as indicated.

FOR / / WITHHELD FOR ALL / /

2. PROPOSAL TO APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK.

FOR / / AGAINST / / ABSTAIN / /

INSTRUCTION:
To withhold authority to vote for any INDIVIDUAL nominee, strike a line
through the nominee's name.

THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS.

PLEASE FILL IN, DATE, SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED IF RETURNED IN THE ACCOMPANYING ENVELOPE AND MAILED IN
THE UNITED STATES.

Dated:_______________________, 1995

Signature__________________________

Please sign exactly as your name appears on this Proxy. If acting as executor,
administrator, trustee, guardian, etc., you should so indicate when signing. If
a corporation, please sign the full corporate name, by duly authorized officer.
If a partnership, please sign full partnership name by authorized person. If
shares are held jointly, each stockholder named should sign.

<PAGE>

GENERAL INSTRUMENT CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD April 26, 1995

(CONTINUED ON REVERSE SIDE)

<PAGE>

/X/ PLEASE MARK YOUR CHOICES LIKE THIS

Common
- -----------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:

1. ELECTION OF DIRECTORS.
For the election of John Seely Brown, Theodore J. Forstmann,
Morton H. Meyerson and Felix G. Rohatyn, except as indicated.

FOR / / WITHHELD FOR ALL / /

2. PROPOSAL TO APPROVE THE Amendment to the AMENDED AND RESTATED Certificate
of Incorporation to increase the number of shares of authorized common stock.

FOR / / AGAINST / / ABSTAIN / /

INSTRUCTION:
To withhold authority to vote for any INDIVIDUAL nominee, strike a line
through the nominee's name.

THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS.

PLEASE FILL IN, DATE, SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED IF RETURNED IN THE ACCOMPANYING ENVELOPE AND MAILED IN
THE UNITED STATES.

Dated:_______________________, 1995

Signature__________________________

Please sign exactly as your name appears on this Proxy. If acting as executor,
administrator, trustee, guardian, etc., you should so indicate when signing. If
a corporation, please sign the full corporate name, by duly authorized officer.
If a partnership, please sign full partnership name by authorized person. If
shares are held jointly, each stockholder named should sign.