1
   
                                                                   Exhibit 10.1
    




                           LONG TERM INCENTIVE PLAN
                                      
                                      OF
                                      
                           SCIENTIFIC-ATLANTA, INC.





                                         As adopted by the Board of Director on 
                                                                August 25, 1994
                                                     and by the stockholders on 
   
                                                              November 11, 1994
    



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