10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________________

FORM 10–Q

(Mark One)

x           QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2001

OR

            TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from N/A to N/A

Commission file number 0–1424

ADC Telecommunications, Inc.
(Exact name of registrant as specified in its charter)

Minnesota	41–0743912
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12501 Whitewater Drive, Minnetonka, MN  55343
(Address of principal executive offices) (Zip code)

(952) 938–8080
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  ___X__ NO _____

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common stock, $.20 par value: 781,598,363 shares as of March 9, 2001.

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED

(In millions)

ASSETS

			January 31,			October 31,
			2001			2000
CURRENT ASSETS:
	Cash and cash equivalents		$	153.9	$		217.3
	Available for sale securities			557.8			1,136.9
	Accounts receivable			622.9			702.7
	Inventories			536.9			486.1
	Prepaid income taxes and other assets			406.9			107.9
		Total current assets		2,278.4			2,650.9
PROPERTY AND EQUIPMENT, net				682.6			608.6
OTHER ASSETS, principally goodwill				761.0			711.0
			$	3,722.0	$		3,970.5
LIABILITIES AND SHAREOWNERS’ INVESTMENT
CURRENT LIABILITIES:
	Accounts payable		$	232.1	$		211.3
	Accrued liabilities			357.9			435.7
	Accrued income taxes			353.7			365.8
	Notes payable and current maturities of long–term debt			186.5			28.5
		Total current liabilities		1,130.2			1,041.3
LONG–TERM DEBT, less current maturities				15.0			16.5
		Total liabilities		1,145.2			1,057.8
SHAREOWNERS' INVESTMENT
	(780.8 and 770.3 shares outstanding, respectively)			2,576.8			2,912.7
			$	3,722.0	$		3,970.5

See accompanying notes to consolidated financial statements.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

(In millions, except earnings per share)

			Three Months Ended January 31,
			2001		2000
NET SALES			$	804.8	$	593.9
COST OF PRODUCT SOLD				496.1		315.3
GROSS PROFIT				308.7		278.6
EXPENSES:
	Research and development			76.5		75.2
	Selling and administration			174.8		129.8
	Goodwill amortization			17.6		5.6
	Non–recurring charges			33.3		--
	Non-cash stock compensation			4.9		0.6
		Total expenses		307.1		211.2
OPERATING INCOME				1.6		67.4
OTHER INCOME (EXPENSE), NET:
	Interest			0.9		4.5
	Other			1.8		(3.5)
INCOME BEFORE INCOME TAXES				4.3		68.4
PROVISION FOR INCOME TAXES				2.1		15.3
NET INCOME			$	2.2	$	53.1
AVERAGE COMMON SHARES OUTSTANDING (BASIC)				772.7		699.7
EARNINGS PER SHARE (BASIC)			$	0.00	$	0.08
AVERAGE COMMON SHARES OUTSTANDING (DILUTED)				803.2		730.1
EARNINGS PER SHARE (DILUTED)			$	0.00	$	0.07

See accompanying notes to consolidated financial statements.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED
(In millions)

					Three Months Ended January 31,
							2001		2000
OPERATING ACTIVITIES:
	Net income					$	2.2	$	53.1
	Adjustments to reconcile net income to net cash from
	operating activities -
		Inventory and fixed asset write-offs					39.6		--
		Depreciation and amortization					47.6		29.6
		Non-cash stock compensation					4.9		0.6
		Increase in deferred income taxes					1.2		--
		Gain on ownership of investments					(3.7)		--
		Other					(7.2)		0.6
		Changes in operating assets and liabilities, net of   acquisitions
			Accounts receivable				89.3		19.1
			Inventories				(51.1)		(36.2)
			Prepaid income taxes and other assets				(71.7)		(14.8)
			Accounts payable				4.2		(20.5)
			Accrued liabilities				(142.6)		2.1
				Total cash (used for) from operating   activities			(87.3)		33.6
INVESTMENT ACTIVITIES:
	Acquisitions						(48.7)		(18.0)
	Property and equipment additions						(93.3)		(49.0)
	Marketable securities and short–term investments						--		23.2
	Long–term investments						(7.8)		5.4
				Total cash used for investment activities			(149.8)		(38.4)
FINANCING ACTIVITIES:
	Borrowings/(Repayments) of debt						154.4		(26.3)
	Common stock issued						19.0		50.7
				Total cash from financing activities			173.4		24.4
EFFECT OF EXCHANGE RATE CHANGES ON CASH							0.3		(0.6)
DECREASE IN CASH AND CASH EQUIVALENTS							(63.4)		19.0
CASH AND CASH EQUIVALENTS, beginning of period							217.3		279.0
CASH AND CASH EQUIVALENTS, end of period						$	153.9	$	298.0

See accompanying notes to consolidated financial statements

.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION – UNAUDITED
(In millions, except earnings per share)

			1st Quarter 2001		4th Quarter 2000		3rd Quarter 2000		2nd Quarter 2000
NET SALES			$	804.8	$	1,032.0	$	891.4	$	770.6
COST OF PRODUCT SOLD				496.1		513.5		442.9		407.3
GROSS PROFIT				308.7		518.5		448.5		363.3
EXPENSES:
	Research and development			76.5		96.0		84.1		82.8
	Selling and administration			174.8		202.4		177.3		156.0
	Goodwill amortization			17.6		14.4		7.8		6.4
	Non–recurring charges			33.3		34.2		115.0		8.8
	Non-cash stock compensation			4.9		42.8		2.5		1.2
		Total expenses		307.1		389.8		386.7		255.2
OPERATING INCOME				1.6		128.7		61.8		108.1
OTHER INCOME (EXPENSE), NET:
		Interest		0.9		5.1		4.2		5.6
		Gain on conversion of investment		--		--		--		722.6
		Gain on sale of a business		--		--		--		328.6
		Other		1.8		30.0		(0.9)		(1.8)
INCOME BEFORE INCOME TAXES				4.3		163.8		65.1		1,163.1
PROVISION FOR INCOME TAXES				2.1		76.7		55.5		444.9
NET INCOME			$	2.2	$	87.1	$	9.6	$	718.2
AVERAGE COMMON SHARES OUTSTANDING (BASIC)				772.7		733.9		715.1		708.0
EARNINGS PER SHARE (BASIC)			$	0.00	$	0.12	$	0.01	$	1.01
AVERAGE COMMON SHARES
OUTSTANDING (DILUTED)				803.2		781.6		758.8		746.1
EARNINGS PER SHARE (DILUTED)			$	0.00	$	0.11	$	0.01	$	0.96

See accompanying notes to consolidated financial statements.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

Note 1	Basis of Presentation: All historical financial information has been restated to reflect the acquisitions of PairGain Technologies, Inc. (“PairGain”) and Broadband Access Systems, Inc. (“BAS”) which were completed in the third quarter and fourth quarter of fiscal year 2000, respectively and were accounted for as poolings of interests.
	The interim information furnished in this report is unaudited but reflects all adjustments which are necessary, in the opinion of management, for a fair statement of the results for the interim periods.  The operating results for the quarter ended January 31, 2001 are not necessarily indicative of the operating results to be expected for the full fiscal year.  These statements should be read in conjunction with our most recent Annual Report on Form 10–K.
	Recently Issued Accounting Pronouncements
	In December 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 101 “Revenue Recognition in Financial Statements” (“SAB 101”).  SAB 101, as amended, summarizes some of the SEC’s views in applying generally accepted accounting principles to revenue recognition in financial statements.  At this time, we do not expect the adoption of SAB 101 to have a material effect on our operations or financial position.  We are required to adopt SAB 101 in the fourth quarter of fiscal 2001.
Note 2	Inventories: Inventories include material, labor and overhead and are stated at the lower of first–in, first–out cost or market.  Inventories consisted of (in millions):

	January 31, 2001	October 31, 2000
Purchased materials and manufactured products	$  507.2	$   452.4
Work–in–process	29.7	33.7
	$  536.9	$   486.1

Note 3	Acquisitions:
	On November 20, 2000, we acquired France Electronique S.A.’s telecom systems integration business (“France Electronique”) based near Paris, France.  France Electronique’s systems integration services enable communications service providers to offer applications that integrate Internet, e-mail, voicemail, fax and voice services for delivery to wireless and wireline communication devices.  We paid $44 million in cash to complete the transaction, which was accounted for using the purchase method.  The entire value of the transaction is primarily goodwill and is being amortized over 7 years using a straight-line method.
	On February 26, 2001, we acquired all of the outstanding equity interests in CommTech Corporation, a Cranbury, New Jersey-based company (“CommTech”). CommTech is a provider of end-to-end service order management, provisioning and activation software for communications service providers.  In the transaction, we issued approximately 11.65 million shares of our common stock to CommTech’s shareholders.  We also converted all outstanding CommTech stock options into options to acquire approximately 1.6 million shares of our common stock.  The transaction was accounted for as a pooling of interests.  Since the historical operations of CommTech were not material to our consolidated operations or financial position, prior period financial statements will not be restated for this acquisition.
Note 4	Comprehensive (Loss) Income: The following table presents the calculation of comprehensive income as required by SFAS No. 130. Comprehensive income has no impact on our net income, balance sheet or shareowners’ equity.  The components of comprehensive income are as follows (in millions):

	Three Months Ended January 31,
	2001	2000
Net income	$2.2	$53.1
Changes in cumulative translation
adjustments	3.8	(0.3)
Changes in market value of derivative
financial instruments classified as
cash flow hedges	1.8	--
Unrealized (loss) gain from securities     classified as available for sale, net of taxes	(366.0)	45.8
Comprehensive (loss) income	$(358.2)	$98.6

We own a minority interest in the following publicly held companies.  These investments are stated at market value with the valuation adjustments classified in shareowners’ investment.  As of January 31, 2001, the market value of these investments was as follows (in millions):

ONI Systems Corp.	$213.3
Redback Networks, Inc.	178.3
GlobeSpan, Inc.	80.5
Vyyo, Inc.	26.3
Efficient Networks, Inc.	21.6
InfoInterActive, Inc.	3.4
interWAVE Communications International Ltd.	0.9
Total	$524.3

In addition, we own an approximate 22% interest in MIND C.T.I. Ltd. (“MIND”).  As of January 31, 2001, our investment in MIND had a market value of approximately $35.2 million.  This investment is accounted for using the equity method.  Under the equity method, a pro rata portion of MIND’s profits or losses is reflected in our consolidated income statement.

On February 22, 2001, Siemens and Efficient Networks, Inc. announced that they have entered into a definitive merger agreement.  Pursuant to the merger agreement, Siemens will purchase all of the outstanding shares of Efficient Networks for $23.50 in cash per share.  The merger transaction is expected to close in April 2001.  As of January 31, 2001, we held approximately 1.8 million shares of Efficient Networks at a cost basis of $4.3 million.

Note 5 Earnings Per Share: Basic earnings per common share was calculated by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per share was calculated by dividing net income by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if potentially dilutive common shares had been issued.  The following table reconciles the number of shares utilized in the earnings per share calculations for the periods ended January 31, 2001 and 2000 (in millions, except earnings per share):

	Three Months Ended January 31,
	2001	2000
Net income	$        2.2	$      53.1
Earnings per common share (basic)	$      0.00	$      0.08
Earnings per common share (diluted)	$      0.00	$      0.07
Weighted average common shares
outstanding (basic)	772.7	699.7
Effect of dilutive securities - stock
Options	30.5	30.4
Weighted average common shares
outstanding (diluted)	803.2	730.1

Note 6 Segment Reporting: The “management approach” required by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” requires us to disclose selected financial data by operating segment.  This approach is based upon the way management organizes segments within an enterprise for making operating decisions and assessing performance.  We have identified three reportable segments based on our internal organization structure, management of operations and performance evaluation.  These segments are: Broadband Connectivity, Broadband Access and Transport, and Integrated Solutions.  Segment detail is summarized as follows:

Segment Information (In millions)
	Broadband Connectivity	Broadband Access and Transport	Integrated Solutions	Unallocated Items	Consolidated
Three months ended
January 31, 2001:
External Sales	$    420.0	$   229.7	$   155.1	$       --	$804.8
Operating Income (Loss)	150.0	(37.1)	(18.1)	(93.2)	1.6
Three months ended
January 31, 2000:
External Sales	$    267.0	$   218.7	$    107.8	$    0.4	$593.9
Operating Income (Loss)	101.5	(32.9)	8.5	(9.7)	67.4

¹ Excluding goodwill amortization and certain other income/(expense) items, includes non-cash stock compensation charges of $4.9 million and non-recurring and other restructuring related charges of $76.4 million.  (See Note 7).

Note 7 Non-Recurring and Other Restructuring Related Charges: During the first quarter of 2001, we launched an initiative to discontinue product lines that no longer fit our current focus and growth strategy and to consolidate unproductive and duplicative facilities.  The non–recurring charges and restructuring related charges associated with this program totaled $70.9 million ($46.4 million net of tax) for the quarter ended January 31, 2001. The restructuring plans are to be completed by the end of the first quarter of fiscal year 2002.  An additional $5.5 million ($3.5 million net of tax) related to prior year acquisition integration and restructuring initiatives was also incurred in the first quarter of 2001.  As of January 31, 2001, a total of $19.1 million of these charges and initatives had been expended and $57.3 million was accrued as a future liability. Non-recurring and restructuring related charges by category of expenditures are as follows for the quarter ended January 31, 2001 (in millions):

	Cost of Sales Charges	Non– recurring Charges	Selling and Administration Charges	Total
Inventory and committed sales contracts	$36.3	$      --	$     --	$  36.3
Employee severance costs	--	18.0	---	18.0
Fixed asset write-downs	--	9.4	--	9.4
Contract termination costs	--	--	5.4	5.4
Other	--	5.9	1.4	7.3
Total	$36.3	$  3.3	$  6.8	$  76.4

Inventory and committed sales contract related charges represent losses incurred to write down the carrying value of inventory and costs of exiting and maintaining certain committed sales contracts for product lines that have been discontinued.  Revenues and gross margins from these product lines were not material to our consolidated operations.

Employee severance costs relate to the closure of facilities, elimination of product lines and general terminations resulting from reduced sales forecasts.  We reduced our workforce by approximately 2,100 employees during the first quarter of 2001.  These terminations occurred across all business segments.  As of January 31, 2001, substantially all of the affected employees had been terminated.

The write-down of fixed assets primarily relates to fixtures and equipment that will no longer be used as a result of the discontinuation of certain product lines as well as to facility closures.  These fixtures and equipment were written down to their realizable value.  By centralizing certain key functional areas and exiting certain unprofitable product lines, we intend to increase operating efficiencies and, ultimately, profit growth in the long term.

Contract termination costs represent the administrative expenses needed to complete certain committed sales contacts.  These costs are primarily due to our decision to exit certain product lines.

Other expenses primarily represent lease termination costs and other costs associated with facility closures.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

          We are a leading global supplier of optical- and copper-connectivity systems, broadband access and network equipment, software and integration services designed to improve the speed and performance of broadband, multiservice communications networks.  Telephone companies, cable television operators, Internet and data service providers, wireless service providers and other communications service providers are building and upgrading the broadband network infrastructure required to offer high-speed Internet access as well as data, video, telephony and other interactive multimedia services to consumers and businesses. Our product offerings and development efforts are focused on increasing the speed and efficiency of the last mile/kilometer portion of communications networks ’ that is, the network equipment that connects the service providers’ offices to businesses and end users’ homes, as well as wireless communications devices.

          Our customers include local and long-distance telephone companies, cable television operators, wireless service providers, new competitive service providers, broadcasters, governments, businesses, system integrators, communications equipment manufacturers and distributors.  We offer optical and copper connectivity systems/components, broadband access and network equipment, software and integration services to our customers through the following three business groups:

• Broadband Connectivity;

• Broadband Access and Transport; and

• Integrated Solutions.

          BROADBAND CONNECTIVITY products provide the physical contact points needed to connect different communications network elements and gain access to communications system circuits for the purposes of installing, testing, monitoring, accessing, managing, reconfiguring, splitting and multiplexing such circuits within service providers’ serving offices and the last mile/kilometer portion of communications networks.  These products include broadband connection and access devices for copper, coaxial cable, optical, wireless and broadcast communications networks.  The group also produces passive and active optical components, as well as wireless components.  These products are used throughout the world in telephone, cable television, Internet, wireless, enterprise and broadcast communications networks.

          BROADBAND ACCESS AND TRANSPORT products enable broadband, multiservice delivery capabilities within service provider networks, while also introducing new service delivery functionality and cost effectiveness into these networks.  The group’s products include access and transport systems that deliver broadband, multiservice communications to consumers and businesses over copper, coaxial cable, optical and wireless networks. These products are used throughout the world to deliver Internet, data, video and voice services to businesses and consumers.

          INTEGRATED SOLUTIONS products and services consist of systems integration services, operations support systems (OSS) software and enhanced services software that aid service providers in their delivery of broadband, multiservice communications over wireline and wireless networks. Systems integration services are used to design, equip and build communications networks and OSS applications that deliver Internet, data, video and voice services to consumers and businesses.  OSS software includes communications billing, customer care, network performance and service-level assurance software used by service providers to operate communications networks.  Enhanced services software includes a range of wireline, wireless and Internet applications used by service providers to help increase revenues.

          We believe that broadband, multiservice communications networks represent a key enabling capability for meeting the information needs of businesses and consumers around the world.  The rapid growth of the Internet has driven the need for broadband network infrastructure.  We believe consumers increasingly find dial-up modem speeds unacceptable for current Internet and Web-based applications.  Further, we believe that new or future applications such as digital video and audio programs, wireless Internet access, video conferencing from personal computers, video e-mail, video on demand, distance learning, telemedicine and high–speed imaging will drive even more people to use broadband communication services.  We believe that the global deregulation of communications markets is transforming traditional communications service providers into integrated communications providers.  Traditional communications service providers offer only a limited selection of Internet, data, video or voice services, each on a separate network connection and a separate customer bill.  Integrated communications providers operate broadband, multiservice networks that offer faster, cost-effective and integrated Internet, data, video and voice services over a single high-speed network connection while sending only one bill for all of the services the customer uses.  Due to deregulation, service providers now compete for customers by offering bundles of different communications services over cost-effective networks.  As a result of competition among communications service providers to win and retain customers with bundled services, we believe there is a large potential global market for fiber optics, broadband access and network equipment, software and integration services to build and upgrade broadband, multiservice networks.

          We, like many of our peers in the communications equipment industry, believe that it is appropriate to remain cautious regarding our growth assumptions for both fiscal years 2001 and 2002, until economic and market conditions improve.  Due to the general weakness presently expected in the economy, and the telecom sector in particular, for such periods, year-over-year revenue growth is expected to weaken compared to prior years, putting downward pressure on margins and profits.  We are reviewing product lines and expenses and expect to take further actions to reduce costs.  Based on our intent to implement additional actions to reduce costs in 2001, we expect to record non-recurring/restructuring charges in the second quarter in amounts that have not yet been determined.

          Our growth is dependent on our ability to successfully develop and commercially introduce new products in each of our product groups and on the growth of the communications equipment and services market. The communications equipment industry is highly competitive and, accordingly, there can be no assurance that our new or enhanced products and services will meet with market acceptance or be profitable. The growth in the market for broadband communications products and services is dependent on a number of factors, including the amount of capital expenditures by communications service providers, regulatory and legal developments, changes in capital expenditures by communications service providers (which could result from the ongoing consolidation of customers in the market as well as the addition of new customer entrants to the market) and end–user demands for integrated Internet, data, video, voice and other communications services.

          Our operating results may fluctuate significantly from quarter to quarter due to several factors. We are growing through acquisition and expansion, and results of operations described in this report may not be indicative of results to be achieved in future periods. Our expense levels are based in part on our management’s expectations of future revenues. Although management has and will continue to take measures to adjust expense levels, if revenue levels in a particular period fluctuate, operating results may be affected adversely. In addition, our results of operations are subject to seasonal factors. We historically have experienced a stronger demand for our products in the fourth fiscal quarter ending October 31, primarily as a result of customer budget cycles and our fiscal year–end incentives, and have experienced a weaker demand for our products in the first fiscal quarter ending January 31, primarily as a result of the number of holidays in late November, December and early January and a general industry slowdown during that period.  There can be no assurance that these historical seasonal trends will continue in the future.  A more detailed description of these risk factors, as well as other risk factors associated with our business can be found in Exhibit 99–a to our Form 10–K for the fiscal year ended October 31, 2000.

RESULTS OF OPERATIONS

          The following table contains information regarding the percentage to net sales of certain income and expense items for the quarters ended January 31, 2001 and 2000 and the percentage changes in these income and expense items between periods:

	Percentage of Net Sales for the Three Months Ended January 31			Percentage Increase (Decrease) Between Periods
	2001	2000
Net Sales	100.0%	100.0%	35.5%
Cost of Product Sold	(61.6)	(53.1)	57.3
Gross Profit	38.4	46.9	10.8
Expenses:
Research and development	(9.5)	(12.7)	1.7
Selling and administration	(21.7)	(21.9)	34.7
Goodwill amortization	(2.2)	(0.9)	214.3
Non-recurring charges	(4.2)	--	--
Non-cash stock compensation	(0.6)	(0.1)	716.7
Operating Income	0.2	11.3	(97.6)
Other Income (Expense), Net:
Interest	0.1	0.8	(80.0)
Other	0.2	(0.6)	--
Income Before Income Taxes	0.5	11.5	(93.7)
Provision for Income Taxes	(0.2)	(2.6)	(86.3)
Net Income	0.3%	8.9%	(95.9)%

Net Sales: The following table sets forth our net sales for the quarters ended January 31, 2001 and 2000 for each of our functional product groups described above:

	Three Months Ended January 31 ($ in millions)
	2001		2000
Product Group	Net Sales	%	Net Sales	%
Broadband Connectivity	$420.0	52.2%	$267.0	45.0%
Broadband Access and      Transport	229.7	28.5	218.7	36.8
Integrated Solutions	155.1	19.3	107.8	18.2
Other	--	--	0.4	--
Total	$804.8	100.0%	$593.9	100.0%

          Net sales for the three-month period ended January 31, 2001 were $804.8 million, reflecting a 35.5% increase over the comparable 2000 time period.  This increase reflected growth in all product groups.  International revenues comprised approximately 27.3% of our sales for the three-month period ended January 31, 2001 and 21.9% for the comparable 2000 time period.

          During the three–month period ended January 31, 2001, net sales of Broadband Connectivity products rose by 57.3% over the comparable 2000 time period.  This growth reflects continued strong global demand for our fiber– and copper–connectivity systems and optical components during the quarter.  Sales were made to a broad range of Internet/data, video and voice service providers – incumbents and new entrants – around the globe.  Strong worldwide growth in Broadband Connectivity systems during the quarter resulted from growth in Internet/data traffic and digital services, which is creating demand for broader bandwidth connections, as well as  competition among new service providers, which is creating demand for connectivity to new and existing communications networks. Broadband Connectivity’s sales have grown to represent approximately 52.2% of our net sales.  We expect that future sales of Broadband Connectivity products will continue to account for a substantial portion of our combined net sales.

          During the three months ended January 31, 2001, net sales of Broadband Access and Transport products rose by 5.0% over the comparable 2000 time period.  This growth is primarily the result of sales increases in the major product systems – wireline systems, cable television systems, and broadband wireless systems offset – but is partially by lower sales of enterprise-located access systems.

          During the three months ended January 31, 2001, Integrated Solutions net sales increased by 43.9% over the comparable 2000 time period.  Both systems integration services and software systems contributed to sales growth.  Systems integration sales grew as we helped communications service providers build or upgrade networks that offer integrated Internet/data, video and voice services.  Software sales grew primarily as a result of revenues added by our acquisition of Centigram Communications, which was completed in July 2000 and accounted for as a purchase transaction.

          Gross Profit:  During the three-month periods ended January 31, 2001 and 2000, gross profit percentages were 38.4% and 46.9%, respectively.  This decrease was the result of a less favorable product mix across all product groups and approximately $36.3 million of inventory write-offs and costs to exit certain sales contracts which were included in Cost of Product Sold as a result of the restructuring plans announced in the first quarter of 2001 (see Note 7 to the unaudited consolidated financial statements).  We anticipate that our future gross profit percentage will continue to be affected by many factors, including product mix, the timing of new product introductions and manufacturing volume.

          Operating Expenses:  Total operating expenses for the three months ended January 31, 2001 and 2000 were $307.1 million and $211.2 million, representing 38.2% and 35.6% of net sales, respectively.  These operating expenses included non–recurring charges, restructuring related charges and non-cash compensation charges and non–cash compensation charges of $45.0 million and $0.6 million for the three months ended January 31, 2001 and 2000, respectively.  The 2001 non–recurring charges represent costs associated with initiatives to discontinue product lines that no longer fit our current focus and growth strategy as well as consolidating unproductive and duplicative facilities.  Also included are non-cash stock compensation charges associated with the acquisitions of Broadband Access Systems and Centigram.  The 2000 non-cash stock compensation charges are associated with the acquisitions of Broadband Access Systems and Centigram.  Operating expenses, before non–recurring charges, restructuring related charges and non–cash compensation charges, for the three months ended January 31, 2001 and 2000 were $262.1 million and $210.6 million, representing 32.6% and 35.5% of net sales, respectively.  The increase in absolute dollars of operating expenses, before non–recurring charges, restructuring related charges and non–cash compensation charges, was due primarily to costs associated with expanded operations necessary to support higher revenue levels.  The decrease in operating expenses as a percentage of net sales was due to tighter controls on spending and our restructuring efforts.

          Research and development expenses were $76.5 million for the three months ended January 31, 2001, representing an increase of 1.7% over $75.2 million for the three months ended January 31, 2000.  This slight increase reflects our efforts to control expenses and carefully manage the rate of increase of expenses.  However, we believe that given the rapidly changing technology and competitive environment in the communications equipment industry, continued commitment to product development efforts will be required for us to remain competitive. Accordingly, we intend to continue to allocate substantial resources to product development for each of our product groups.

          Selling and administration expenses were $174.8 million for the three months ended January 31, 2001, representing an increase of 34.7% over $129.8 million for the three months ended January 31, 2000.  This increase primarily reflects the activities of additional personnel costs related to expanded operations compared to such costs in the three months ended January 31, 2000, as well as approximately $6.8 million in selling and administration expenses incurred to complete certain non-cancelable sales contracts as a result of our decision to exit certain product lines.

          Several of our acquisitions have been accounted for as purchase transactions in which the initial purchase price exceeded the fair value of the acquired assets. As a result of our acquisition activity, goodwill amortization increased to $17.6 million in the three months ended January 31, 2001, compared to $5.6 million in the three months ended January 31, 2000.

          Other Income (Expense), Net: For the three months ended January 31, 2001 and 2000, the net interest income (expense) category represented net interest income on cash and cash equivalents.  See "Liquidity and Capital Resources" below for a discussion of cash levels.

          Other expense primarily represents the gain or loss on foreign exchange transactions, the sale of fixed assets and our share of the net operating results of our investments in other companies accounted for under the equity method.

          Income Taxes: The effective income tax rate for the three months ended January 31, 2001 and 2000 was affected significantly by higher marginal tax rates applied to restructuring expenses.  Excluding the impact of the higher rates used for the restructuring charges, the effective income tax rate was 34% for the three-month periods ended on January 31, 2001 and 2000.

          Net Income:  Net income was $2.2 million (or $0.00 per diluted share) for the three months ended January 31, 2001, a 95.9% decrease over $53.1 million (or $0.07 per diluted share) for the three months ended January 31, 2000. Excluding the non–recurring charges, restructuring related charges and non–cash compensation charges of $54.3 million and $0.6 million, net of tax, net income for the three months ended January 31, 2001 and 2000 was $56.5 million (or $0.07 per diluted share) and $53.7 million (or $0.07 per diluted share), respectively.

LIQUIDITY AND CAPITAL RESOURCES

          Cash and cash equivalents, primarily short–term investments in commercial paper with maturities of less than 90 days and other short–term investments, decreased $63.4 million and increased $19.0 million during the three months ended January 31, 2001 and 2000, respectively. The major elements of the 2001 change included $87.3 million used for operations, $48.7 million used for acquisitions and $93.3 million in property and equipment additions.  This was partially offset by a $154.4 million increase in debt compared to the amount outstanding at October 31, 2000.  The major elements of the 2000 change included $33.6 million provided by operations as well as $50.7 million from issuance of common stock to employees pursuant to our stock option and employee stock purchase plans.  This was partially offset by $18.0 million used for acquisitions and $49.0 million used for property and equipment additions during the period.

          We believe that current cash on hand, cash generated from operating activities, cash from investments, and available credit facilities will be adequate to fund our working capital requirements and planned capital expenditures for the duration of the 2001 fiscal year. However, we may still find it necessary to seek additional sources of financing to support our capital needs, for additional working capital, potential investments or acquisitions or otherwise.

          At January 31, 2001, we had approximately $201.5 million of debt outstanding. We have a $340 million, five–year credit facility at an interest rate equal to the commercial paper interest rate plus 25 basis points that is available for general corporate purposes, of which $185.0 million was outstanding as of January 31, 2001.

          We own common stock in several publicly held companies.  We record our investment in these companies at their market value.  As of January 31, 2001, exclusive of our interest in Efficient Networks which has entered into a definitive merger agreement pursuant to which it would be acquired by Siemens, the market value of our marketable securities available for sale was approximately $502.7 million.

          During the three months ended January 31, 2001, we invested $6.5 million from our previously announced $100 million venture capital fund.  Our venture capital fund is focused on investing in emerging and start–up companies throughout the world that are engaged in developing high–performance broadband communication technologies.  As of January 31, 2001, approximately $44.7 million had been invested through this fund.

          We have worked with customers and third-party financiers to find a means of financing projects by negotiating financing arrangements. As of January 31, 2001, we had commitments to extend credit of $229.0 million for such arrangements.  The total amount drawn and outstanding as of January 31, 2001 was $71.4 million.  We intend to sell all or a portion of these commitments and outstanding receivables to third parties, but have not yet made any such sales.  These commitments to extend credit are conditional agreements generally having fixed expiration or termination dates and specific interest rates, conditions and purposes.  These commitments may exist and expire without being drawn.  Therefore, the amounts committed but not drawn will not necessarily impact future cash flows.  We regularly review all outstanding commitments, and the results of these reviews are considered in assessing the overall risk for possible credit losses.  At January 31, 2001, there was no risk of a significant loss in the event of non-performance related to these financing arrangements.

Euro Conversion

          On January 1, 1999, several member countries of the European Union established fixed conversion rates and adopted the Euro as their new common legal currency.  Beginning on this date, the Euro began trading on currency exchanges while the legacy currencies remain legal tender in the participating countries for a transition period between January 1, 1999 and January 1, 2002.  During this transition period, parties can elect to pay for goods and services and transact business using either the Euro or a legacy currency.  Between January 1, 2002 and July 1, 2002, the participating countries will introduce Euro hard currency and withdraw all legacy currencies.

          The Euro conversion may affect cross-border competition by creating cross-border price transparency. We are assessing our pricing and marketing strategy in order to ensure that we remain competitive in a broader European market. We also are modifying our information technology systems to permit transactions to take place in both the legacy currencies and the Euro and provide for the eventual elimination of the legacy currencies. In addition, we are reviewing whether certain existing contracts will need to be modified. Our currency risks and risk management for operations in participating countries may be reduced as the legacy currencies are converted to the Euro.  We will continue to evaluate issues involving the introduction of the Euro.  Based on current information and assessments, we do not expect that the Euro conversion will have a material adverse effect on our business, results of operations or financial condition.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

          The foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our expectations or beliefs concerning future events, including the following: any statements regarding future sales, profit percentages, earnings per share and other results of operations, any statements regarding the continuation of historical trends, any statements regarding the sufficiency of our cash balances and cash generated from operating and financing activities for our future liquidity and capital resource needs, any statements regarding the effect of regulatory changes and any statements regarding the economy in general or the future of the communications equipment industry and communications services on our business.   We caution that any forward-looking statements made by us in this report or in other announcements made by us are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements.  These include, without limitation, demand for our products or services, availability of materials to make products, changing market conditions and growth rates either within our industry or generally within the economy, volatility in the stock market, new competition and technologies, increased costs associated with protecting intellectual property rights, the impact of customer financing activities, our ability to successfully integrate the operations of acquired companies with our historic operations, retention of key employees, fluctuations in our operating results, pressures on the pricing of the products and services we offer, and the factors set forth on Exhibit 99-a to our Form 10-K for the fiscal year ended October 31, 2000.  We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          We are exposed to market risk from changes in foreign exchange rates.  To mitigate the risk from these exposures, we have instituted a balance sheet hedging program.  The objective of this program is to protect our net monetary assets and liabilities from fluctuations due to movements in foreign exchange rates.  This program operates in markets where hedging costs are beneficial.  We attempt to minimize exposure to currencies in which hedging instruments are unavailable or prohibitively expensive by managing our operating activities and net asset positions.  The majority of hedging instruments utilized are forward contracts with maturities of less than one year.  Foreign exchange contracts reduce our overall exposure to exchange rate movements, since gains and losses on these contracts offset losses and gains on the underlying exposure.  Our policy prohibits the use of derivative financial instruments for trading and other speculative purposes.

          As documented in the Liquidity and Capital Resources section as well as Note 4 to the Unaudited Consolidated Financial Statements, we own common stock in several publicly held companies.  Due to material changes in the fair value of such common stock, we have recorded a $400.3 million unrealized loss, $252.2 million net of income tax effects, in shareowners’ investment as of January 31, 2001.  Assuming an immediate decrease of 20% in the portfolio stock price from the closing price on January 31, 2001, the hypothetical reduction in shareowners’ investment related to these holdings is estimated to be $66.1 million (net of income tax effects), or 2.6% of total shareowners’ investment at January 31, 2001.

ITEM 1.      LEGAL PROCEEDINGS

          We currently are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on our business, financial condition or results of operations.

ITEM 2.      CHANGES IN SECURITIES

          On February 26, 2001, we completed our acquisition of CommTech in a stock-for-stock transaction.  We issued approximately 11.65 million shares of our common stock in exchange for the outstanding shares of CommTech.  We also converted all outstanding CommTech stock options into options to acquire approximately 1.6 million shares of our common stock.  Because the transaction did not involve a public offering, the shares of our common stock were deemed to be issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)        An annual meeting of our shareowners (the “Annual Meeting”) was held on February 27, 2001.  Proxies for the Annual Meeting were solicited pursuant to Regulation 14 under the Securities and Exchange Act of 1934.  There was no solicitation in opposition to the management’s nominees for director as listed in the proxy statement, and all such nominees were elected.

(b)        At the Annual Meeting, John J. Boyle III and Charles D. Yost were elected as directors for terms expiring at the annual meeting of our shareowners in 2004.  The following table shows the vote totals with respect to the election of two directors:

Name	Votes For	Authority Withheld
John J. Boyle III	584,549,634	36,411,513
Charles D. Yost	557,865,837	63,095,311

John A. Blanchard III, B. Kristine Johnson and Jean-Pierre Rosso continued as directors for terms expiring at the annual meeting of our shareowners in 2003, and James C. Castle, Ph.D. and John D. Wunsch continued as directors for terms expiring at the annual meeting of our shareowners in 2002.  Immediately following the Annual Meeting, William J. Cadogan resigned as Chairman of the Board, and Richard R. Roscitt was elected by our Board of Directors as Chairman of the Board for a term expiring at the annual meeting of our shareowners in 2002.

(c)        At the Annual Meeting, the shareowners also approved an amendment to our 1991 Stock Incentive Plan to:  (a) change the name of the plan to the “Global Stock Incentive Plan”; (b) increase the total number of authorized shares of our common stock available for grant under the plan by 35,500,000 shares; and (c) make other changes to the plan as described in our proxy statement.  The following table shows the vote totals with respect to the amendments to our 1991 Stock Incentive Plan:

Votes For	Votes Against	Abstain
455,931,805	161,698,831	3,485,511

            At the Annual Meeting, the shareowners also approved an amendment to our Nonemployee Directors Stock Option Plan to:  (a) extend the termination date of the plan from February 26, 2001 to February 26, 2006; and (b) increase the total number of authorized shares of our common stock available for grant under the plan by 500,000 shares.  The following table shows the vote totals with respect to the amendments to our Nonemployee Director Stock Option Plan:

Votes For	Votes Against	Abstain
577,651,650	39,850,052	3,575,244

            No other matters were considered in connection with our Annual Meeting.

ITEM 5.      OTHER INFORMATION

          None.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8–K

a.      Exhibits
	4-a	Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by reference to Exhibit 4–a to ADC's Form 10–Q for the quarter ended January 31, 1996.)
	4-b	Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended prior to January 20, 2000. (Incorporated by reference to Exhibit 4.1 to ADC's Registration Statement on Form S–3 dated April 15, 1997.)
	4-c	Restated Bylaws of ADC Telecommunications, Inc., as amended. (Incorporated by reference to Exhibit 4.2 to ADC's Registration Statement on Form S–3 dated April 15, 1997.)
	4-d	Second Amended and Restated Rights Agreement, amended and restated as of November 28, 1995, by and among ADC Telecommunications, Inc. and Norwest Bank Minnesota, N.A. (amending and restating the Rights Agreement dated as of September 23, 1986, as amended and restated as of August 16, 1989), which includes as Exhibit A thereto the form of Right Certificate. (Incorporated by reference to Exhibit 4 to ADC’s Form 8–K dated December 11, 1995.)
	4-e	Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999.  (Incorporated by reference to Exhibit 4–c to ADC’s Form 10–K for the fiscal year ended October 31, 1999.)
	4-f	Amendment No. 2 to Second Amended and Restated Rights Agreement dated as of November 15, 2000 among ADC Telecommunications, Inc., Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) and Computershare Investment Services, LLC.  (Incorporated by reference to Exhibit 4.8 to ADC’s Registration Statement on Form S-8 dated February 28, 2001.)
	4-g	Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000.  (Incorporated by reference to Exhibit 4.6 to ADC’s Registration Statement on Form S–8 dated March 14, 2000.)

	4-h	Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc., dated June 30, 2000.  (Incorporated by reference to Exhibit 4-g to ADC’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2000.)
	10-a	ADC Telecommunications, Inc. Global Stock Incentive Plan (as amended and restated through February 27, 2001).
	10-b	ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan (as amended and restated through February 27, 2001).
	10-c	ADC Telecommunications, Inc. 401(k) Excess Plan (2001 Restatement) (as amended and restated effective January 1, 2001).
	10-d	Employment Agreement between ADC Telecommunications, Inc. and Richard R. Roscitt, dated January 28, 2001.
	10-e	Separation Agreement between ADC Telecommunications, Inc. and William J. Cadogan, dated effective November 1, 2000.
b.      Reports on Form 8–K
		Current Report on Form 8–K dated and filed January 19, 2001 in connection with our press release dated January 19, 2001 announcing that we were updating our guidance on financial results.
		Current Report on Form 8–K dated and filed January 29, 2001 announcing the appointment of Richard R. Roscitt as our Chief Executive Officer and Lynn J. Davis as our President and Chief Operating Officer, effective February 15, 2001.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 15, 2001	ADC TELECOMMUNICATIONS, INC.
	By:	/s/ Robert E. Switz
		Robert E. Switz
		Senior Vice President, Chief Financial Officer and
		President, Broadband Access and Transport Group

ADC TELECOMMUNICATIONS, INC.
EXHIBIT INDEX TO FORM 10–Q
FOR THE QUARTER ENDED JANUARY 31, 2001

Exhibit No.	Description
4-a	Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by reference to Exhibit 4–a to ADC's Form 10–Q for the quarter ended January 31, 1996.)
4-b	Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended prior to January 20, 2000.  (Incorporated by reference to Exhibit 4.1 to ADC's Registration Statement on Form S–3 dated April 15, 1997.)
4-c	Restated Bylaws of ADC Telecommunications, Inc., as amended. (Incorporated by reference to Exhibit 4.2 to ADC's Registration Statement on Form S–3 dated April 15, 1997.)
4-d	Second Amended and Restated Rights Agreement, amended and restated as of November 28, 1995, between ADC Telecommunications, Inc. and Norwest Bank Minnesota, N.A. (amending and restating the Rights Agreement dated as of September 23, 1986, as amended and restated as of August 16, 1989), which includes as Exhibit A thereto the form of Right Certificate. (Incorporated by reference to Exhibit 4 to ADC’s Form 8–K dated December 11, 1995.)
4-e	Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999.  (Incorporated by reference to Exhibit 4–c to ADC’s Form 10–K for the fiscal year ended October 31, 1999.)
4-f	Amendment No. 2 to Second Amended and Restated Rights Agreement dated as of November 15, 2000 among ADC Telecommunications, Inc., Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) and Computershare Investment Services, LLC.  (Incorporated by reference to Exhibit 4.8 to ADC’s Registration Statement on Form S-8 dated February 28, 2001.)
4-g	Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000.  (Incorporated by reference to Exhibit 4.6 to ADC’s Registration Statement on Form S–8 dated March 14, 2000.)

4-h	Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc., dated June 30, 2000.  (Incorporated by reference to Exhibit 4-g to ADC’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2000.)
10-a	ADC Telecommunications, Inc. Global Stock Incentive Plan (as amended and restated through February 27, 2001).
10-b	ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan (as amended and restated through February 27, 2001).
10-c	ADC Telecommunications, Inc. 401(k) Excess Plan (2001 Restatement) (as amended and restated effective January 1, 2001).
10-d	Employment Agreement between ADC Telecommunications, Inc. and Richard R. Roscitt, dated January 28, 2001.
10-e	Separation Agreement between ADC Telecommunications, Inc. and William J. Cadogan, dated effective November 1, 2000.

EX-10.A

ADC TELECOMMUNICATIONS, INC,
GLOBAL STOCK INCENTIVE PLAN

(as amended and restated through February 27, 2001)

Section 1.  Purpose; Effect on Prior Plan.

(a)Purpose.  The purpose of the ADC Telecommunications, Inc. Global Stock Incentive Plan (the “Plan”) is to aid in maintaining and developing management personnel capable of assuring the future success of ADC Telecommunications, Inc. (the “Company”), to offer such personnel incentives to put forth maximum efforts for the success of the Company’s business and to afford such personnel an opportunity to acquire a proprietary interest in the Company.

(b)Effect On Prior Plan .  From and after the effective date of the Plan, no stock options or restricted stock awards shall be granted under the Company’s Stock Option and Restricted Stock Plan.  All outstanding stock options and restricted stock awards previously granted under the Stock Option and Restricted Stock Plan shall remain outstanding in accordance with the terms thereof.

Section 2.  Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b)“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock or Performance Award granted under the Plan.

(c)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan.

(d)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(e)“Committee” shall mean a committee of the Board of Directors of the Company designated by such Board to administer the Plan and composed of not less than three directors, each of whom is a “disinterested person” within the meaning of Rule 16b-3.

(f) “Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.  Notwithstanding the foregoing, for purposes of the Plan, the Fair Market Value of Shares on a given date shall be (i) the last sale price of the Shares as reported on the Nasdaq National Market System on such date, if the Shares are then quoted on the Nasdaq National Market System or (ii) the closing price of the Shares or such date on a national securities exchange, if the shares are then being traded an a national securities exchange.

(g)“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

(h)“Key Employee” shall mean any employee of the Company or any Affiliate who the Committee determines to be a key employee.

(i)“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(j)“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(k)“Participant” shall mean a Key Employee designated to be granted an Award under the Plan.

(l)“Performance Award” shall mean any right granted under Section 6(d) of the Plan.

(m)“Person” shall mean any individual, corporation, partnership, association or trust.

(n)“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.

(o)“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation thereto.

(p)“Shares” shall mean shares of Common Stock, $.20 par value, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

(q)“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

Section 3.  Administration.

(a)Power and Authority of the Committee .  The Plan shall be administered by the Committee.  Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate the exercisability of Options or the lapse of restrictions relating to Restricted Stock; (vi) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (vii) determine whether, to what extent and under what circumstances cash or Shares payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any Affiliate.

(b)Meetings of the Committee.  The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as the Committee may determine.  A majority of the Committee’s members shall constitute a quorum.  All determinations of the Committee shall be made by not less than a majority of its members.  Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held.  The Committee may appoint a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable.

Section 4.  Shares Available for Awards.

(a)Shares Available .  Subject to adjustment as provided in Section 4(c), the number of Shares available for granting Awards under the Plan shall be 181,246,832.  If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Shares or cash payments to be received thereunder, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan.  In addition, any Shares that are used by a Participant as full or partial payment to the Company of the purchase price of Shares acquired upon exercise of an Option shall again be available for granting Awards.

(b)Accounting for Awards .  For purposes of this Section 4,

(i)if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan; and

(ii)if an Award entitles the holder to receive cash payments but the amount of such payments are denominated in or based on a number of Shares, such number of Shares shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan;

provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may be counted or not counted under procedures adopted by the Committee in order to avoid double counting.

(c)Adjustments.  In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or securities or other property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or securities or other property) subject to outstanding Awards and (iii) the exercise price with respect to any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number.

(d)Incentive Stock Options.  Notwithstanding the foregoing, the number of Shares available for granting Incentive Stock Options under the Plan shall not exceed 181,246,832, subject to adjustment as provided in the Plan and Section 422 or 424 of the Code.

Section 5.  Eligibility.

Any Key Employee, including any Key Employee who is an officer or director of the Company or any Affiliate, shall be eligible to be designated a Participant; provided, however, that an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

Section 6.  Awards.

(a)Options.  The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)Exercise Price.  The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, that such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(ii)Option Term.  The term of each Option shall be fixed by the Committee, but such term shall not exceed 10 years from the date on which such Option is granted.

(iii)Time and Method of Exercise.  The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(b)Stock Appreciation Rights.  The Committee is hereby authorized to grant Stock Appreciation Rights to Participants subject to the terms of the Plan and any applicable Award Agreement.  A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right.  Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee.  The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(c)Restricted Stock .  The Committee is hereby authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)Restrictions .  Shares of Restricted Stock shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate.

(ii)Stock Certificates.  Any Restricted Stock granted under the Plan shall be evidenced by issuance of a stock certificate or certificates.  Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.

(iii)Forfeiture; Delivery of Shares.  Except as otherwise determined by the Committee, upon termination of employment (as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock at such time subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock.  Shares representing Restricted Stock that is no longer subject to restrictions shall be delivered to the holder thereof promptly after the applicable restrictions lapse or are waived.

(iv)Limit on Restricted Stock Awards.  Grants of Restricted Stock shall be subject to the limitations set forth in Section 6(e) hereof.

(d)Performance Awards .  The Committee is hereby authorized to grant Performance Awards to Participants subject to the terms of the Plan and any applicable Award Agreement.  A Performance Award granted under the Plan (i) shall be granted and payable in Shares (including, without limitation, Restricted Stock) and (ii) shall confer on the holder thereof the right to receive shares upon the achievement of such performance goals during such performance periods as the Committee shall establish.  Subject to the terms of the Plan and any applicable Award Agreement, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted and the number of shares to be issued pursuant to any Performance Award shall be determined by the Committee.  Grants of Performance Awards shall be subject to the limitations set forth in Section 6(e) hereof.

(e)Limit on Restricted Stock and Performance Awards .  The maximum number of Shares under the Plan available for grants of Restricted Stock and Performance Awards, in the aggregate, shall be 4,000,000 Shares.

(f)General.

(i)No Cash Consideration for Awards.  Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

          (ii)Awards May Be Granted Separately or Together.  Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any plan of the Company or any Affiliate other than the Plan.  Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any such other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii)Forms of Payment Under Awards.  Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in Shares, cash or a combination thereof as the Committee shall determine, and may be made in a single payment, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee.  Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installments or deferred payments.

(iv)Limits On Transfer of Awards.  No Award and no right under any such Award shall be assignable, alienable, salable or transferable by a Participant otherwise than by will or by the of descent and distribution; provided, however, that a Participant may, in the manner established by the Committee,

(A)designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon the death of the Participant, or

(B)transfer a Non-Qualified Stock Option to any member of such Participant’s immediate family (which, for purposes of this clause (B) shall mean such Participant’s children, grandchildren or current spouse) or to one or more trusts established for the exclusive benefit of one or more such immediate family members or partnerships in which the Participant or such immediate family members are the only partners, provided that (1) there is no consideration for such transfer, and (2) the Non-Qualified Stock Options held by such transferees continue to be subject to the same terms and conditions (including restrictions or subsequent transfers) as were applicable to such Non-Qualified Stock Options immediately prior to their transfer.

Each Award or right under any Award shall be exercisable during the Participant’s lifetime only by the Participant, by a transferee pursuant to a transfer permitted by clause (B) of this Section 6(f)(iv), or, if permissible under applicable law, by the Participant’s or such transferee’s guardian or legal representative.  No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(v)Term of Awards.  Subject to the terms of the Plan, the term of each Award shall be for such period as may be determined by the Committee.

(vi)Rule 16b-3 Six-Month Limitations.  To the extent required in order to comply with Rule 16b-3 only, any equity security offered pursuant to the Plan may not be sold for at least six months after acquisition, except in the case of death or disability, and any derivative security issued pursuant to the Plan shall not be exercisable for at least six months, except in case of death or disability.  Terms used in the preceding sentence shall, for the purposes of such sentence only, have the meanings, if any, assigned or attributed to them under Rule 16b-3.

(vii)Restrictions; Securities Exchange Listing.  All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.  If the Shares are traded on a securities exchange, the Company shall not be required to deliver any Shares covered by an Award unless and until such Shares have been admitted for trading on such securities exchange.

(viii)Award Limitations Under the Plan.  No Participant may be granted any Award or Awards under the Plan, the value of which Award or Awards are based solely on an increase in the value of Shares after the date of grant of such Award or Awards, for more than 4,000,000 Shares, in the aggregate, in any one calendar year period beginning with the 1994 calendar year.  The foregoing annual limitation specifically includes the grant of any Awards representing qualified performance-based compensation, within the meaning of Section 162(m) of the Code.

Section 7.  Amendment and Termination; Adjustments.

          Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a)Amendments to the Plan .  The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that:

(i)absent such approval, would cause Rule 16b-3 to become unavailable with respect to the Plan;

(ii)requires the approval of the Company’s shareholders under any rules or regulations of the National Association of Securities Dealers, Inc. or any securities exchange that are applicable to the Company; or

(iii)requires the approval of the Company’s shareholders under the Code in order to permit Incentive Stock Options to be granted under the Plan.

          (b)Amendments to Awards.  The Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively, subject to Section 7(c) of the Plan.  The Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, without the consent of the Participant or holder or beneficiary thereof.

(c)Prohibition on Option Repricing.  The Committee shall not reduce the exercise price of any outstanding Option, whether through amendment, cancellation or replacement grants, or any other means, without shareholder approval.

(d)Correction of Defects, Omissions and Inconsistencies.  The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 8.  Income Tax Withholding; Tax Bonuses.

(a)Withholding.  In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant.  In order to assist a Participant in paying all federal and state taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes.  The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

(b)Tax Bonuses.  The Committee, in its discretion, shall have the authority, at the time of grant of any Award under this Plan or at any time thereafter to approve bonuses to designated Participants to be paid upon their exercise or receipt of (or the lapse of restrictions relating to) Awards in order to provide funds to pay all or a portion of federal and state taxes due as a result of such exercise or receipt (or the lapse of such restrictions).  The Committee shall have full authority in its discretion to determine the amount of any such tax bonus.

Section 9.  General Provisions.

(a)No Rights to Awards .  No Key Employee, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Key Employees, Participants or holders or beneficiaries of Awards under the Plan.  The terms and conditions of Awards need not be the same with respect to different Participants.

          (b)Delegation.  The Committee may delegate to one or more officers of the Company or any affiliate or a committee of such officers the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to Key Employees who are not officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

(c)Granting of Awards .  The granting of an Award pursuant to the Plan shall take place only when an Award Agreement shall have been duly executed on behalf of the Company.

(d)No Limit on Other Compensation Arrangements .  Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(e)No Right to Employment .  The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate.  In addition, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(f)Governing Law .  The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Minnesota.

(g)Severability.  If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(h)No Trust or Fund Created.  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person.  To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(i)No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

          (j)Headings.  Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 10.  Effective Date of the Plan.

The Plan shall be effective as of the date of its approval by the shareholders of the Company.

Section 11.  Term of the Plan.

Awards shall be granted under the Plan during a period commencing February 26, 1991, the date the Plan was approved by the shareholders of the Company, through February 26, 2006, the date to which the shareholders of the Company extended the expiration date of the Plan.  However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond the ending date of the period stated above, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board of Directors of the Company to amend the Plan, shall extend beyond the end of such period.

EX-10.B

ADC TELECOMMUNICATIONS, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

(As amended and restated through February 27, 2001)

Section 1.   Purpose.

          This plan shall be known as the “ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan” and is hereinafter referred to as the “Plan.”  The purpose of the Plan is to promote the interests of ADC Telecommunications, Inc., a Minnesota corporation (the “Company”), by enhancing its ability to attract and retain the services of experienced and knowledgeable outside directors and by providing additional incentive for such directors to increase their interest in the Company’s long-term success and progress.

Section 2.   Administration.

          The Plan shall be administered by a committee (the “Committee”) of three or more persons appointed by the Board of Directors of the Company.  Grants of stock options under the Plan and the amount and nature of the awards to be granted shall be automatic as described in Section 6.  However, all questions of interpretation of the Plan or of any options issued under it shall be determined by the Committee and such determination shall be final and binding upon all persons having an interest in the Plan.

Section 3.   Participation in the Plan.

          Each director of the Company shall be eligible to participate in the Plan unless such director is an employee of the Company or any subsidiary of the Company.

Section 4.   Stock Subject to the Plan.

          Subject to the provisions of Section 11 hereof, the stock to be subject to options under the Plan shall be authorized but unissued shares of the Company's common stock, par value $.20 per share (the “Common Stock”).  Subject to adjustment as provided in Section 11 hereof, the maximum number of shares with respect to which options may be exercised under this Plan shall be 3,860,000 shares.  If an option under the Plan expires, or for any reason is terminated, any shares that have not been purchased upon exercise of the option prior to the expiration or termination date shall again be available for options thereafter granted during the term of the Plan.

Section 5.   Nonqualified Stock Options.

          All options granted under the Plan shall be nonqualified stock options which do not qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

Section 6.   Terms and Conditions of Options.

          Each option granted under this Plan shall be evidenced by a written agreement in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:

(a)      Initial Option Grants.  An option to purchase 24,000 shares of Common Stock shall be granted automatically on the first business day immediately following each meeting of the Company’s shareholders or Board of Directors during the term of the Plan to each eligible director, if any, who is elected to the Board of Directors for the first time at such meeting.

          (b)      Annual Option Grants.  Subject to Section 6(c) hereof, an option to purchase 12,000 shares of Common Stock shall be granted automatically on the first business day immediately following each annual meeting of the Company’s shareholders held during the term of the Plan beginning with the 2000 annual meeting of shareholders (the “Annual Option Grant Date”) to each eligible director in office on such Annual Option Grant Date who prior to such Annual Option Grant Date has received an option pursuant to Section 6(a) hereof; provided, however, that, in the event that a director has attended less than 75% of the total meetings of the Board of Directors held in the calendar year immediately preceding such Annual Option Grant Date, such director shall be granted an option to purchase 9,000 shares of Common Stock pursuant to this Section 6(b).

          (c)      Return on Equity Requirement.  No options shall be granted pursuant to Section 6(b) hereof on any Annual Option Grant Date if the Company's “return on equity” (as hereinafter defined) for the fiscal year ended immediately preceding such Annual Option Grant Date was less than 10%.  “Return on equity” shall mean the percentage determined by dividing (i) the net income of the Company for such fiscal year by (ii) the total shareholders’ investment in the Company as of the end of the next preceding fiscal year.  Net income and total shareholders’ investment shall be determined by reference to the Company’s audited financial statements.  If the Company does not have net income for any fiscal year, the return on equity for such fiscal year shall be deemed to be less than 10%.

          (d)      Options Non-Transferable.  No option granted under the Plan shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution as provided in Section 6(g) hereof; provided, however, that an optionee may, in the manner established by the Committee, transfer an option to any member of such optionee’s immediate family (which, for purposes of this clause (d) shall mean such optionee’s children, grandchildren, or current spouse) or to one or more trusts established for the exclusive benefit of one or more such immediate family members or one or more partnerships in which the Participant or such immediate family members are the only partners; and provided further, that (1) there is no consideration for such transfer, and (2) the options held by such transferees continue to be subject to the same terms and conditions (including restrictions on subsequent transfers) as were applicable to such options immediately prior to their transfer.  During the lifetime of the optionee, the options shall be exercisable only by such optionee.  No option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during such optionee’s lifetime, except as set forth at this section (d), whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

          (e)      Period of Options.  Options shall terminate upon the expiration of 10 years from the date on which they were granted.

          (f)       Exercise of Options.

          (i)       Options granted under the Plan shall not be exercisable for a period of one year after the date on which they were granted, but thereafter will be exercisable in full at any time or from time to time during the term of the option.

          (ii)      The exercise of any option granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Common Stock pursuant to such exercise will not violate any federal or state securities or other laws.  An optionee desiring to exercise an option may be required by the Company, as a condition of the effectiveness of any exercise of an option granted hereunder, to agree in writing that all Common Stock to be acquired pursuant to such exercise shall be held for his or her own account without a view to any distribution thereof, that the certificates for such shares shall bear an appropriate legend to that effect and that such shares will not be transferred or disposed of except in compliance with applicable federal and state securities laws.

          (iii)     An optionee electing to exercise an option shall give written notice to the Company of such election and of the number of shares subject to such exercise.  The full purchase price of such shares shall be tendered with such notice of exercise.  Payment shall be made to the Company in cash (including check, bank draft or money order).

          (g)      Effect of Death.  If the optionee shall die prior to the time the option is fully exercised, such option may be exercised at any time within two years after his or her death by the personal representatives or administrators of the optionee or by any person or persons to whom the option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares the optionee was entitled to purchase under the option on the date of death and subject to the condition that no option shall be exercisable after the expiration of the term of the option.

Section 6A.   One-Time Grant

          On April 1, 1997, benefits accrued pursuant to the Company’s Directors’ Supplemental Retirement Plan, prior to its termination, were converted to options for the purchase of the Company’s Common Stock to be issued pursuant to the Plan, in accordance with the following schedule (as adjusted to reflect stock splits occurring after such date):

Length of Service 12/96	No. of Option Shares
< 1 year	3,600
2 to 3 years	11,000
3 to 4 years	14,600
5 to 6 years	21,800
6 to 7 years	25,400
10 + years	36,400

          Each such option had an exercise price equal to the market price of a share of the Common Stock as of the close of trading on April 1, 1997.  Each such option shall be exercisable on the earlier of the date on which a participant no longer is a member of the Board of Directors of the Company or 9.5 years from April 1, 1997, and each unexercised option shall expire ten years from April 1, 1997.

Section 7.   Option Exercise Price.

          The option exercise price per share for the shares covered by each option shall be equal to the “fair market value” of a share of Common Stock as of the date on which the option is granted, as determined pursuant to Section 9 hereof.

Section 8.   Time for Granting Options.

          Unless the Plan shall have been discontinued as provided in Section 13 hereof, the Plan shall terminate on February 26, 2006.  No option may be granted after such termination, but termination of the Plan shall not, without the consent of the optionee, alter or impair any rights or obligations under any option theretofore granted.

Section 9.   Fair Market Value of Common Stock.

          For purposes of the Plan, the fair market value of the Common Stock on a given date shall be (i) the last sale price of the Common Stock as reported on the Nasdaq National Market System on such date, if the Common Stock is then quoted on the Nasdaq National Market System, or (ii) the closing price of the Common Stock on such date on a national securities exchange, if the Common Stock is then being traded on a national securities exchange. If on the date as of which the fair market value is being determined the Common Stock is not publicly traded, the Committee shall make a good faith attempt to determine such fair market value and, in connection therewith, shall take such actions and consider such factors as it deems necessary or advisable.

Section 10.   Limitation of Rights.

          (a)      No Right to Continue as a Director.  Neither this Plan, nor the granting of an option nor any other action taken pursuant to this Plan, shall constitute, or be evidence of, any agreement or understanding, express or implied, that the Company will retain a director for any period of time, or at any particular rate of compensation.

          (b)      No Shareholder Rights for Options.  An optionee shall have no rights as a shareholder with respect to the shares covered by options until the date of the issuance to such optionee of a stock certificate therefor, and no adjustment will be made for cash dividends or other rights for which the record date is prior to the date such certificate is issued.

Section 11.   Adjustments to Common Stock.

          If there shall be any change in the Common Stock through merger, consolidation, reorganization, recapitalization, stock dividend (of whatever amount), stock split or other change in the corporate structure, appropriate adjustments in the Plan and outstanding options shall be made.  In the event of any such changes, adjustments shall include, where appropriate, changes in the aggregate number of shares subject to the Plan, the number of shares subject to outstanding options and the option exercise prices thereof in order to prevent dilution or enlargement of option rights.

Section 12.   Effective Date of the Plan.

          The Plan shall take effect immediately upon its approval by the affirmative vote of the holders of a majority of the shares present in person or by proxy and voted at a duly held meeting of shareholders of the Company.

Section 13.   Amendment of the Plan.

          The Board may suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that without approval of the shareholders of the Company no revision or amendment shall be made that (a) absent such shareholder approval, would cause Rule 16b-3, as promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation thereto, to become unavailable with respect to the Plan or (b) requires the approval of the Company’s shareholders under any rules or regulations of the National Association of Securities Dealers, Inc. or any securities exchange that are applicable to the Company.  The Board shall not alter or impair any option theretofore granted under the Plan without the consent of the holder of the option.

Section 14.   Governing Law.

          The Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Minnesota and construed accordingly.

EX-10.C

ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN
(2001 Restatement)

First Effective September 1, 1990
As Restated Effective January 1, 2001

ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN

(2001 Restatement)

TABLE OF CONTENTS

PREAMBLES
SECTION 1		INTRODUCTION
	1.1	Definitions
		1.1.1	Accounts
		1.1.2	Affiliate
		1.1.3	Annual Enrollment Period
		1.1.4	Annual Valuation Date
		1.1.5	Beneficiary
		1.1.6	Code
		1.1.7	Committee
		1.1.8	Compensation
		1.1.9	Disability
		1.1.10	Effective Date
		1.1.11	Employer
		1.1.12	ERISA
		1.1.13	Excess Compensation
		1.1.14	Excess Savings Agreement
		1.1.15	Event of Maturity
		1.1.16	Participant
		1.1.17	Plan
		1.1.18	Plan Statement
		1.1.19	Plan Year
		1.1.20	Principal Sponsor
		1.1.21	Recognized Employment
		1.1.22	Retirement Savings Plan
		1.1.23	Unit Share
		1.1.24	Valuation Date
		1.1.25	Vested
	1.2	Rules of Interpretation
	1.3	Transitional Rules
SECTION 2		ELIGIBILITY AND ENROLLMENT
	2.1	Eligibility
	2.2	Special Eligibility Rule for Employees Eligible as of November 1, 2000

	2.3		Special Eligibility Rule for Transition Benefit
	2.4		Excess Savings Agreement
			2.4.1	Deferral Percentages
			2.4.2	Automatic Cancellation
			2.4.3	Voluntary Cancellation
			2.4.4	Form of Agreement
			2.4.5	Employer Administrative Error
	2.5		Specific Exclusion
SECTION 3			ADDITIONS TO ACCOUNTS
	3.1		Excess Savings Additions
			3.1.1	Amount
			3.1.2	Crediting the Account
	3.2		Fixed Match Additions
			3.2.1	Amount
			3.2.2	Crediting the Account
			3.2.3	Eligible Participant
	3.3		Performance Match Additions
			3.3.1	Amount
			3.3.2	Crediting the Account
			3.3.3	Eligible Participant
	3.4		Transition Benefit
			3.4.1	Amount
			3.4.2	Crediting the Account
	3.5		Nonduplication of Benefits
SECTION 4			ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS
	4.1		Participant Accounts
			4.1.1.	Establishment of Accounts
			4.1.2.	Adjustment of Accounts
			4.1.3.	Investment of Accounts
			4.1.4.	Rules
		4.2	Dividend Adjustment for Phantom Stock
		4.3	Antidilution Adjustment for Phantom Stock
		4.4	Not Funded
SECTION 5			VESTING ACCOUNTS
		5.1	Full Vesting
SECTION 6			MATURITY
		6.1	Events of Maturity
		6.2	Effect of Maturity upon Further Participation in Plan

SECTION 7		DISTRIBUTION
	7.1	Time of Distribution
	7.2	Modification of Initial Designation and Failure to Designate
	7.3	Forms of Distribution
	7.4	Distribution in Cash
	7.5	280G Limitation
	7.6	Designation of Beneficiaries
		7.6.1	Right To Designate
		7.6.2	Failure of Designation
		7.6.3	Disclaimers of Beneficiaries
		7.6.4	Definitions
		7.6.5	Special Rules
		7.6.6	Spousal Rights
	7.7	Death Prior to Full Distribution
	7.8	Facility of Payment
SECTION 8		SPENDTHRIFT PROVISIONS
SECTION 9		AMENDMENT AND TERMINATION
	9.1	Amendment and Termination
	9.2	Change in Control
		9.2.1	In General
		9.2.2	Special Definitions
		9.2.3	Amendment
		9.2.4	Termination of Employment
		9.2.5	Pending Distributions
		9.2.6	Commutation of Installments
		9.2.7	Not Amendable
SECTION 10		ADMINISTRATION
	10.1	Authority
	10.2	Liability
	10.3	Procedures
	10.4	Claim for Benefits
	10.5	Claims Procedure
		10.5.1	Original Claim
		10.5.2	Claims Review Procedure
		10.5.3	General Rules
	10.6	Errors in Computations

SECTION 11			PLAN ADMINISTRATION
	11.1		Principal Sponsor
			11.1.1	Officers
			11.1.2	Compensation and Organization Committee
			11.1.3	Board of Directors
			11.1.4	Amendment
	11.2		Conflict of Interest
	11.3		Administrator
	11.4		Service of Process
SECTION 12			DISCLAIMERS
		12.1	Term of Employment
		12.2	Employment
		12.3	Source of Payment
		12.4	Guaranty
		12.5	Delegation

ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN
(2001 Restatement)

                    WITNESSETH:  That

                    WHEREAS, ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (the “Principal Sponsor”), by resolution of its Board of Directors, has heretofore established and maintained a nonqualified, unfunded, deferred compensation and supplemental retirement plan for the benefit of a select group of management or highly compensated eligible employees, which in its most restated form, is embodied in a document effective September 1, 1990 and entitled “ADC Telecommunications, Inc. 401(k) Excess Plan (1990 Restatement),” as amended by five amendments; and

                    WHEREAS, The Principal Sponsor has reserved to itself the power to make further amendments of the Plan documents; and

                    WHEREAS, It is desired to amend and restate the Plan documents to be a single document in the manner hereinafter set forth;

                    NOW, THEREFORE, The Plan documents are hereby amended and restated, effective as of January 1, 2001, to read in full as follows:

SECTION 1

INTRODUCTION

1.1     Definitions.  When the following terms are used herein with initial capital letters, they shall have the following meanings:

          1.1.1            Accounts - - the following Accounts will be maintained under the Plan for Participants:

(a)                Total Account - for convenience of reference, the separate unfunded and unsecured general obligation of the Employer established with respect to each person who is a Participant in the Plan in accordance with Section 2, including the Participant’s Excess Savings Account, Fixed Match Account, Performance Match Account and Transition Benefit Account.

(b)                Excess Savings Account - the bookkeeping account maintained for each Participant to which is credited the voluntary deferral amounts specified in Section 3.1.

(c)                Fixed Match Account - the bookkeeping account maintained for each Participant to which is credited the fixed matching contribution amounts specified in Section 3.2.

(d)                Performance Match Account - the bookkeeping account maintained for each Participant to which is credited the performance matching contribution amounts specified in Section 3.3.

(e)                Transition Benefit Account - the bookkeeping account maintained for each Participant to which is credited the amount specified in Section 3.4.

          1.1.2            Affiliate - a business entity which is under “common control” with the Employer or which is a member of an “affiliated service group” that includes the Employer, as those terms are defined in section 414(b), (c) and (m) of the Code.  A business entity, which is a predecessor to the Employer, shall be treated as an Affiliate if the Employer maintains a plan of such predecessor business entity or if, and to the extent that, such treatment is otherwise required by regulations under section 414(a) of the Code.  A business entity shall also be treated as an Affiliate if, and to the extent that, such treatment is required by regulations under section 414(o) of the Code.  In addition to said required treatment, the Principal Sponsor may, in its discretion, designate as an Affiliate any business entity which is not such a “common control,” “affiliated service group” or “predecessor” business entity but which is otherwise affiliated with the Employer, subject to such limitations as the Principal Sponsor may impose.

          1.1.3            Annual Enrollment Period - the time period designated by the ADC Telecommunications, Inc. Corporate Benefits Department during which eligible employees may, pursuant to rules established by the ADC Telecommunications, Inc. Corporate Benefits Department, enroll in the Plan as Participants or change their deferral percentages under the Plan.  An Annual Enrollment Period for a Plan Year will end no later than December 31 of the preceding Plan Year.

          1.1.4            Annual Valuation Date - each December 31.

          1.1.5            Beneficiary - a person designated by a Participant (or automatically by operation of this Plan Statement) to receive all or a part of the Participant’s Total Account in the event of the Participant’s death prior to full distribution thereof.  A person so designated becomes a Beneficiary after the death of the Participant with respect to whom the person is a Beneficiary.

          1.1.6            Code - the Internal Revenue Code of 1986, including applicable regulations for the specified section of the Code.  Any reference in this Plan Statement to a section of the Code, including the applicable regulation, shall be considered also to mean and refer to any later amendment or replacement of that section or regulation.

          1.1.7            Committee - the Committee known as the ADC Retirement Committee, referred to in this Plan Statement as Committee or Retirement Committee.

          1.1.8            Compensation - Recognized Compensation as defined in the ADC Retirement Savings Plan, but for purposes of this Plan, determined without regard to the limitation in section 401(a)(17) of the Code ($170,000 in 2001, and as subsequently adjusted for inflation).

          1.1.9            Disability - a physical or mental condition resulting from injury or illness which is of such a nature that it constitutes total disability as defined for purposes of the group long-term disability insurance program maintained by the Employer, whether or not the individual is actually covered by such group long-term disability insurance program.

          1.1.10          Effective Date - September 1, 1990.

          1.1.11          Employer - - the Principal Sponsor, any business entity affiliated with the Principal Sponsor that adopts the Plan, and any successor thereof that adopts the Plan.

          1.1.12          ERISA - - the Employee Retirement Income Security Act of 1974, including applicable regulations for the specified section of ERISA.  Any reference in this Plan Statement to a section of ERISA, including the applicable regulation, shall be considered also to mean and refer to any subsequent amendment or replacement of that section or regulation.

          1.1.13          Excess Compensation - Compensation for a Plan Year that exceeds the limitations in section 401(a)(17) of the Code for such Plan Year ($170,000 in 2001, and as subsequently adjusted for inflation).

          1.1.14          Excess Savings Agreement - the agreement which may be entered into by a Participant as provided in Section 2.2.

          1.1.15          Event of Maturity - any of the occurrences described in Section 6 by reason of which a Participant or Beneficiary may become entitled to a distribution from the Plan.

          1.1.16          Participant - - an employee of the Employer who has satisfied the eligibility rules in Section 2 and receives a credit under an Account pursuant to the rules of Section 3.  An employee who has become a Participant shall be considered to continue as a Participant in the Plan until the Participant’s date of death or if earlier, the date upon which the Participant is no longer employed in Recognized Employment and upon which the Participant no longer has any Account under the Plan (that is, the Participant has both received a distribution of all of the Participant’s Total Account, if any).

          1.1.17          Plan - - the program of deferred compensation and supplemental retirement income benefit of the Employer established for the benefit of employees eligible to participate therein, as first set forth in this Plan Statement.  (As used herein, “Plan” refers to the legal entity established by the Employer and not to the document pursuant to which the Plan is maintained.  That document is referred to herein as the “Plan Statement.”) The Plan shall be referred to as the ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN.”

          1.1.18          Plan Statement - this document entitled ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN (2001 Restatement)” as adopted by the Principal Sponsor effective as of January 1, 2001, as the same may be amended from time to time thereafter.

          1.1.19          Plan Year - the twelve (12) consecutive month period ending on any Annual Valuation Date.

          1.1.20          Principal Sponsor - ADC TELECOMMUNICATIONS, INC., a Minnesota corporation.

          1.1.21          Recognized Employment - employment as a common law employee of the Employer in a position which is:

(a)                classified as Recognized Employment under the Retirement Savings Plan; and

(b)                is at a salary grade for which the midpoint plus annual target cash incentive normally results in total target cash compensation equal to or greater than the Code section 401(a)(17) compensation limit which is $170,000 in 2000 (and is periodically adjusted under the Code for cost of living increases.)

The Employer’s classification of a person at the time of inclusion or exclusion in Recognized Employment shall be conclusive for the purpose of the foregoing rules.  No reclassification of a person’s status with the Employer, for any reason, without regard to whether it is initiated by a court, governmental agency or otherwise and without regard to whether or not the Employer agrees to such reclassification, shall result in the person being included in Recognized Employment, either retroactively or prospectively.  Any uncertainty concerning a person’s classification shall be resolved by excluding the person from Recognized Employment.

          1.1.22          Retirement Savings Plan - the tax qualified defined contribution plan of the Principal Sponsor established for the benefit of employees eligible to participate therein, as set forth in the document entitled “ADC RETIREMENT SAVINGS PLAN TRUST AGREEMENT (1999 Restatement)” as adopted by the Principal Sponsor effective as of April 1, 1999, as the same may be amended from time to time thereafter.

          1.1.23          Unit Share - a bookkeeping unit which is the equivalent of one (1) share of common stock of the Principal Sponsor.

          1.1.24          Valuation Date - the Annual Valuation Date and any day during which the New York Stock Exchange is open for business or any other date chosen by the Committee.

          1.1.25          Vested - - nonforfeitable, i.e., a claim obtained by a Participant or the Participant’s Beneficiary to that part of an immediate or deferred benefit hereunder which arises from the Participant’s service, which is unconditional and which is legally enforceable against the Plan.

1.2     Rules of Interpretation.  An individual shall be considered to have attained a given age on the individual’s birthday for that age (and not on the day before).  The birthday of any individual born on a February 29 shall be deemed to be February 28 in any year that is not a leap year.  Notwithstanding any other provision of this Plan Statement or any election or designation made under the Plan, any individual who feloniously and intentionally kills a Participant or Beneficiary shall be deemed for all purposes of this Plan and all elections and designations made under this Plan to have died before such Participant or Beneficiary.  A final judgment of conviction of felonious and intentional killing is conclusive for the purposes of this Section.  In the absence of a conviction of felonious and intentional killing, the Employer shall determine whether the killing was felonious and intentional for the purposes of this Section.  Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; and the words “hereof”, “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to this entire Plan Statement and not to any particular paragraph or Section of this Plan Statement unless the context clearly indicates to the contrary.  The titles given to the various Sections of this Plan Statement are inserted for convenience of reference only and are not part of this Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.  Any reference in this Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation.  This document has been adopted in the State of Minnesota and has been drawn in conformity to the laws of that State and shall, except to the extent that federal law is controlling, be construed and enforced in accordance with the laws of the State of Minnesota.

1.3     Transitional Rules.  The Employer may adopt such transition rules as necessary to implement the Plan Statement effective January 1, 2001, including, but not limited to, permitting the execution of Excess Savings Agreements prior to that date.

SECTION 2

ELIGIBILITY AND ENROLLMENT

2.1     Eligibility.  An employee is eligible to enroll in this Plan for a Plan Year if such employee:  (i) is in Recognized Employment on the November 1 immediately proceeding such Plan Year; and (ii) is selected by the Committee to participate in the Plan for such Plan Year.

2.2     Special Eligibility Rule for Employees Eligible as of November 1, 2000.  Notwithstanding anything to the contrary, any employee who was eligible to participate in this Plan on or before November 1, 2000 shall remain eligible to participate in this Plan for each Plan Year following December 31, 2000 until such Participant’s Event of Maturity pursuant to Section 6 of this Plan.  Employees who are eligible to participate in this Plan pursuant to this rule shall not be subject to the automatic cancellation rules in Section 2.4.

2.3     Special Eligibility Rule for Transition Benefit.  Any employee of the Employer or an Affiliate who, in a Plan Year, receives: (i) Excess Compensation and (ii) a Transition Benefit under the ADC Retirement Savings Plan shall be eligible for a a contribution under this Plan.

2.4     Excess Savings Agreement.  To enroll for participation in this Plan, an eligible employee must complete an Excess Savings Agreement and deliver it to the Employer during the Annual Enrollment Period for the Plan Year in which the employee desires to participate in the Plan.  Subject to the provisions of Section 2.4.2 and Section 2.4.3, an employee’s Excess Savings Agreement shall remain in effect for each subsequent Plan Year.

          2.4.1            Deferral Percentages.  Elections for Excess Savings Additions may be made in increments of one percent (1%) and shall be equal to not less than one percent (1%) nor more than fifteen percent (15%) of the amount of the employee’s Compensation.  Such elections may be changed during any Annual Enrollment Period.

          2.4.2            Automatic Cancellation.  An employee’s Excess Savings Agreement shall be automatically cancelled upon the Participant’s termination of employment or, if the Participant remains an employee of the Employer but is no longer in Recognized Employment, the employee’s Excess Savings Agreement shall be automatically cancelled effective as of December 31 of the Plan Year in which the employee is no longer eligible to participate in this Plan.

          2.4.3            Voluntary Cancellation.  An eligible employee who has an Excess Savings Agreement in effect may cancel completely the Excess Savings Agreement as of any December 31.  Written notice of the cancellation must be delivered to the Employer during the Annual Enrollment Period for the Plan Year in which the employee desires the cancellation to be effective.

          2.4.4            Form of Agreement.  The Employer shall specify the form of the Excess Savings Agreement, the form of any notices modifying the Excess Savings Agreement, and all procedures for the delivery and acceptance of forms and notices.

          2.4.5            Employer Administrative Error.  Notwithstanding anything in this Section to the contrary, the Employer, in its sole discretion, may modify or accept an eligible employee’s Excess Savings Agreement during the Plan Year if the modification is necessary to correct an administrative error made by the Employer or if the Plan Administrator has failed to initially enroll the Participant as of January 1.  However, such modification shall only be to the extent necessary to correct the error.

2.5     Specific Exclusion.  Notwithstanding anything apparently to the contrary in the Plan or in any written communication, summary, resolution or document or oral communication, no individual shall be a Participant in the Plan, develop benefits under the Plan or be entitled to receive benefits under the Plan (either for the individual or the individual’s survivors) unless such individual is a member of a select group of management or highly compensated employees (as that expression is used in ERISA).  If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is not a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such individual shall not be (and shall not have ever been) a Participant in the Plan at any time.  If any individual not so defined has been erroneously treated as a Participant in the Plan, upon discovery of such error such individual’s erroneous participation shall immediately terminate ab initio and upon demand such individual shall be obligated to reimburse the Principal Sponsor for all amounts erroneously paid to that individual.

SECTION 3

ADDITIONS TO ACCOUNTS

3.1     Excess Savings Additions.

          3.1.1            Amount.  The Employer shall credit each Participant’s Excess Savings Account with the amount of deferred Compensation agreed to by each Participant pursuant to the Participant’s Excess Savings Agreement.  No excess savings additions shall be credited to an eligible employee’s account for a Plan Year prior to the date the employee has either:  (i) contributed the maximum amount of voluntary pretax elective deferrals to the Retirement Savings Plan allowable under Section 402(g) of the Code for the Plan Year; or (ii) earned Compensation that exceeds the limitations in Section 401(a)(17) of the Code for such Plan Year.

          3.1.2            Crediting the Account.  The amount of Excess Compensation deferred with respect to each Participant shall be credited in dollar amounts to the Participant’s Excess Savings Account as soon as administratively practicable following the last payroll cycle of a month for which the Compensation was deferred.

3.2     Fixed Match Additions.

          3.2.1            Amount.  The Employer shall credit each eligible Participant’s Fixed Match Account with an amount equal to one hundred percent (100%) of the first six percent (6%) of reduction in Excess Compensation for each pay period which was agreed to by the Participant pursuant to an Excess Savings Agreement.

          3.2.2            Crediting the Account.  The fixed match addition which is made with respect to a Participant shall be credited in dollar amounts to the Participant’s Match Account as soon as administratively practicable following the last payroll cycle of a month for which the fixed match is made.

          3.2.3            Eligible Participant.  For purposes of this Section 3.2, a Participant shall be an “Eligible Participant” for a Plan Year for any payroll cycle beginning after the date such Participant has completed one year of Eligibility Service (as determined under the Retirement Savings Plan) with the Employer or an Affiliate.

3.3     Performance Match Additions.

          3.3.1            Amount.  Each Plan Year, the Employer may (but shall not be required to) credit to each eligible Participant’s Performance Match Account a percentage of the eligible Participant’s Excess Compensation that is determined each Plan Year.  The percentage shall be the performance match percentage, if any, determined for making performance match contributions for the Plan Year under the Retirement Savings Plan.  The amount, if any, credited to each eligible Participant’s Performance Match Account for a Plan Year shall be a percentage (equal to the Performance Match Contribution percentage under the Retirement Savings Plan for such Plan Year) of the first six percent (6%) reduction in Excess Compensation under this Plan which was agreed to by the Participant pursuant to an Excess Savings Agreement.

          3.3.2            Crediting the Account.  The performance match addition which is made with respect to an eligible Participant shall be credited in dollar amounts to the Participant’s Performance Match Account as soon as administratively practicable following the Annual Valuation Date in the Plan Year for which the addition is made.

          3.3.3            Eligible Participant.  For purposes of this Section 3.3, a Participant shall be an “eligible Participant” for a Plan Year only if such Participant is on the last day of such Plan Year an employee of the Employer or an Affiliate (including for this purpose any Participant who then is on temporary layoff or authorized leave of absence or who, during such Plan Year, was inducted into the Armed Forces of the United States from employment with the Employer) and, prior to or during such Plan Year, the Participant has completed one year of Eligibility Service (as determined under the Retirement Savings Plan) with the Employer or an Affiliate.

3.4     Transition Benefit.

          3.4.1            Amount.  For a Plan Year in which an employee is eligible for a transition benefit under this Plan, the Employer shall credit a Transition Benefit Account established for such employee with an addition equal to the the employee's Excess Compensation for such Plan Year multipled by the transition benefit percentage determined for such employee under the Retirement Savings Plan for such Plan Year.  However, any transition benefit to be allocated and credited to a Participant’s Account which is in excess of the maximum permissible addition which would have been contributed on behalf of the Participant under the Retirement Savings Plan but for the limitation on annual additions imposed under section 415 of the Code shall be credited not to this Plan but to the ADC Telecommunications, Inc. Supplemental Retirement Plan.

          3.4.2            Crediting the Account.  The transition benefit addition which is made with respect to a Participant shall be credited in dollar amounts to the Participant’s Transition Benefit Account as soon as administratively practicable following the last day of the calendar month for which the addition is made.

3.5     Nonduplication of Benefits.  The Plan shall be construed to prevent the duplication of benefits provided under any other plan or arrangement, whether qualified or nonqualified, funded or unfunded, to the extent that such other benefits are provided directly or indirectly by the Employer.

SECTION 4

ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS

4.1.    Participant Accounts.

          4.1.1.           Establishment of Accounts.  The Committee shall cause a bookkeeping account to be kept in the name of each Participant which shall reflect the value the Participant deferral additions, fixed match additions, performance match additions, transition benefit additions, and any earnings thereon, credited to each Account of a Participant.

          4.1.2.           Adjustment of Accounts.  The Committee shall cause the value of each Account to be increased (or decreased) from time to time for distributions, additions, investment gains (or losses) and expenses charged to the Account.

          4.1.3.           Investment of Accounts.  Except as provided in Sections 4.2 and 4.3, amounts credited to a Participant’s Account will be adjusted for gains and losses to the same extent that equal amounts would have been adjusted if they had been invested as directed by the Participant in the subfund or subfunds designated by the Committee.

          4.1.4.           Rules.  The Committee shall establish additional rules for the adjustment of Accounts, including the times when additions shall be credited under Section 3 for the purpose of crediting gains or losses under this Section 4.

4.2     Dividend Adjustment for Phantom Stock.  At such time that dividends are paid on common stock of the Employer, the Unit Shares credited to the Participant’s Account, if any, shall be increased by crediting in Unit Shares the amount of the dividend which would have been paid if the number of Unit Shares had been shares of common stock of the Employer.

4.3     Antidilution Adjustment for Phantom Stock.  In the event that the outstanding shares of stock of the Employer, of whatever class or series, are increased, decreased or changed into or exchanged for a different number or kind of shares or other securities of the Employer or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, stock dividends or otherwise, then the number of Unit Shares credited to the Participant’s Account, if any, shall be adjusted so that the resulting number of Unit Shares shall be in the same ratio to the original number of Unit Shares as the number of shares of stock of the Employer, of whatever class or series, outstanding immediately after the transaction described above giving rise to an adjustment hereunder bears to the number of shares of stock of the Employer, of whatever class or series, outstanding immediately prior to the transaction.  Adjustments shall be made as are necessary to prevent dilution or enlargement of the benefits credited under the Plan.

4.4     Not Funded.  The obligations of the Employer to make payments under this Plan constitutes only the unsecured (but legally enforceable) promise of the Employer to make such payments, and the Participant shall have no lien, prior claim or other security interest in any property of the Employer.  No fund, trust or account (other than a bookkeeping account or reserve) will be established or maintained by the Employer for the purpose of funding or paying the benefits promised under this Plan.  If such a fund is established, the property therein shall remain the sole and exclusive property of the Employer.  The Employer will pay the cost of the Plan out of its general assets.  All references to accounts, accruals, gains, losses, income, expenses, payments, custodial funds and the like are included merely for the purpose of measuring the Employer’s obligation to Participants in the Plan and shall not be construed to impose on the Employer the obligation to create any separate fund for purposes of the Plan.

SECTION 5

VESTING ACCOUNTS

5.1     Full Vesting.  The Accounts of each Participant shall be fully (100%) Vested at all times.

SECTION 6

MATURITY

6.1     Events of Maturity.  A Participant’s Total Account shall mature and shall become distributable in accordance with Section 7 upon the earliest occurrence of any of the following events while in the employment of the Employer of an Affiliate:

(a)	the Participant’s death,
(b)	the Participant’s termination of employment, whether voluntary or involuntary,
(c)	the Participant’s Disability, or
(d)	termination of the Plan;

provided, however, that a transfer from Recognized Employment to employment with the Employer or an Affiliate that is other than Recognized Employment shall not constitute an Event of Maturity.

6.2     Effect of Maturity upon Further Participation in Plan.  On the occurrence of an Event of Maturity, a Participant shall cease to have any interest in the Plan other than the right to receive payment of all Accounts as provided in Section 7, adjusted from time to time as provided in Section 4.

SECTION 7

DISTRIBUTION

7.1     Time of Distribution.  Upon the occurrence of an Event of Maturity effective as to a Participant, the Employer shall make or commence distribution of the Participant’s Total Account (reduced by the amount of any applicable payroll, withholding and other taxes) as of one of the following times as the Participant shall designate in writing prior to the first Plan Year in which the Participant first receives additions to the Participant’s Accounts.

(a)      Annual Valuation Date.  Distribution may be made or commenced as of the Annual Valuation Date coincident with or next following the Event of Maturity.  Actual distribution shall be made or commenced in the calendar month immediately following the Annual Valuation Date or as soon thereafter as administratively feasible.

(b)      Quarterly Valuation Date.  Distribution may be made or commenced as of the quarterly Valuation Date coincident with or next following the Event of Maturity.  Actual distribution shall be made or commenced in the calendar month immediately following the quarterly Valuation Date or as soon thereafter as administratively feasible.

7.2     Modification of Initial Designation and Failure to Designate.

(a)      A Participant may rescind the initial designation of the form of distribution made pursuant to Sections 7.1 and 7.3 by making a new designation on a form designated by the Employer, provided that such new designation is made no later than the last day of the second Plan Year preceding the Plan Year in which distribution is to commence. (By way of example, a participation who receives a distribution in 2002 must make a new designation no later than December 31, 2000 for the new designation to be effective.)

(b)      A Participant who fails to designate a time and form of distribution shall receive their distribution in a single lump sum (pursuant to the rules of Sections 7.1 and 7.3) as of the quarterly Valuation Date coincident with or next following their Event of Maturity.

7.3     Forms of Distribution.  Distribution of the Participant’s Total Account shall be made to the Participant or the Beneficiary entitled to receive distribution (the “Distributee”) in one of the following ways as the Participant shall designate in writing prior to the first Plan Year in which the Participant first receives additions to the Participant’s Accounts.

(a)      Lump Sum.  If the Distributee is either a Participant or a Beneficiary, in a single lump sum.

(b)      Five Annual Installments.  If the Distributee is a Participant, in a series of substantially equal installments payable annually over a term of five (5) years.  If the Distributee is a Beneficiary of a Participant and distribution had commenced to the Participant over a five (5) year period, in a series of substantially equal installments payable annually over the remainder of the five (5) year period.  If the Distributee is a Beneficiary of a Participant and distribution had not commenced prior to the Participant’s death, in a series of substantially equal installments payable annually over a term of five (5) years.

The amount of the installment distribution to be made in substantially equal annual installments shall be determined by dividing the Account value as of the Valuation Date of the installment distribution by the number of remaining installments (including the installment being computed).

7.4     Distribution in Cash.  The Employer shall make or commence distribution of the Participant’s Total Account in cash.  The portion of the Participant’s Account credited with Unit Shares of phantom stock to be distributed as of a Valuation Date shall be converted to a dollar amount based on the greater of: (a) the stock price on the last day of the calendar quarter preceding payment, or (b) an average stock price used by the Trustee to purchase stock for the Retirement Savings Plan for the calendar quarter preceding payment.

7.5     280G Limitation.  The amount of any cash distribution to be received by the Participant under the Plan shall be reduced (but not below zero) by the amount, if any, necessary to prevent any part of any payment or benefit received or to be received by the Participant in connection with a Change of Control of the Employer (as defined in Section 9.2) or the termination of the Participant’s employment (whether payable under the terms of the Plan or any other plan, contract, agreement or arrangement with the Employer, with any person whose actions result in a Change in Control of the Employer or with any person constituting a member of an “affiliated group” (as defined in section 280G(d)(5) of the Code)), with the Employer or with any person whose actions result in a Change in Control of the Employer (such foregoing payments or benefits referred to collectively as the “Total Payments”) from being treated as an “excess parachute payment” within the meaning of section 280G(b)(1) of the Code, but only if and to the extent such reduction will also result in, after taking into account all applicable state or federal taxes (computed at the highest marginal rate) including any taxes payable pursuant to section 4999 of the Code, a greater after-tax benefit to the Participant than the after-tax benefit to the Participant of the Total Payments computed without regard to any such reduction.  For purposes of the foregoing, (a) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Employer and acceptable to the Participant does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code; (b) any reduction in payments under the Plan shall be computed by taking into account that portion of the Total Payments which constitute reasonable compensation within the meaning of section 280G(b)(4)(B) of the Code in the opinion of such tax counsel; (c) the value of any non-cash benefit or of any deferred cash payment included in the Total Payments shall be determined by the Employer in accordance with the principles of section 280G(d)(3) and (4) of the Code; and (d) in the event of any uncertainty as to whether a reduction in Total Payments to the Participant is required under the Plan, the Employer shall initially make the payment to the Participant and the Participant shall agree to refund to the Employer any amounts ultimately determined not to have been payable under the terms of this Section.

7.6     Designation of Beneficiaries.

          7.6.1            Right To Designate.  Each Participant may designate, upon forms to be furnished by and filed with the Employer, one or more primary Beneficiaries or alternative Beneficiaries to receive all of a specified part of the Participant’s Total Account in the event of the Participant’s death.  The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary or spouse.  No such designation, change or revocation shall be effective unless executed by the Participant and received by the Employer during the Participant’s lifetime.

          7.6.2            Failure of Designation.  If a Participant:

(a)	fails to designate a Beneficiary,
(b)	designates a Beneficiary and thereafter such designation is revoked without another Beneficiary being named, or
(c)	designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

such Participant’s Total Account, or the part thereof as to which such Participant’s designation fails, as the case may be, shall be payable to the first class of the following classes of automatic Beneficiaries with a member surviving the Participant and (except in the case of the Participant’s surviving issue) in equal shares if there is more than one member in such class surviving the Participant:

Participant’s surviving spouse

Participant’s surviving issue per stirpes and not per capita

Participant’s surviving parents

Participant’s surviving brothers and sisters

Representative of Participant’s estate.

          7.6.3            Disclaimers of Beneficiaries.  A Beneficiary entitled to a distribution of all or a portion of a deceased Participant’s Total Account may disclaim his or her interest therein subject to the following requirements.  To be eligible to disclaim, a Beneficiary must be a natural person, must not have received a distribution of all or any portion of a Total Account at the time such disclaimer is executed and delivered, and must have attained at least age twenty-one (21) years as of the date of the Participant’s death.  Any disclaimer

must be in writing and must be executed personally by the Beneficiary before a notary public.  A disclaimer shall state that the Beneficiary’s entire interest in the undistributed Total Account is disclaimed or shall specify what portion thereof is disclaimed.  To be effective, duplicate original executed copies of the disclaimer must be both executed and actually delivered to the Employer after the date of the Participant’s death but not later than nine (9) months after the date of the Participant’s death.  A disclaimer shall be irrevocable when delivered to the Employer.  A disclaimer shall be considered to be delivered to the Employer only when actually received by the Employer.  The Employer shall be the sole judge of the content, interpretation and validity of a purported disclaimer.  Upon the filing of a valid disclaimer, the Beneficiary shall be considered not to have survived the Participant as to the interest disclaimed.  A disclaimer by a Beneficiary shall not be considered to be a transfer of an interest in violation of the provisions of Section 8 and shall not be considered to be an assignment or alienation of benefits in violation of federal law prohibiting the assignment of alienation of benefits under this Plan.  No other form of attempted disclaimer shall be recognized by the Employer.

          7.6.4            Definitions.  When used herein and, unless the Participant has otherwise specified in his or her Beneficiary designation, when used in a Beneficiary designation, “issue” means all persons who are lineal descendants of the person whose issue are referred to, including legally adopted descendants and their descendants but not including illegitimate descendants and their descendants; “child” means an issue of the first generation; “per stirpes” means in equal shares among living children of the person whose issue are referred to and the issue (taken collectively) of each deceased child of such person, with such issue taking by right of representation of such deceased child; and “survive” and “surviving” mean living after the death of the Participant.

          7.6.5            Special Rules.  Unless the Participant has otherwise specified in his or her Beneficiary designation, the following rules shall apply:

(a)      If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.

(b)      The automatic Beneficiaries specified in Section 7.6.2. and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.

(c)      If the participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or the legal termination of marriage between the Participant and such person shall automatically revoke such designation.  (The foregoing shall not prevent the Participant from designation a former spouse as a Beneficiary on a form executed by the Participant and received by the Employer after the date of the legal termination of marriage between the Participant and such former spouse, and during the Participant’s lifetime.)

(d)      Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard to whether the relationship to the Participant exists either then or at the Participant’s death.

(e)      Any designation of a Beneficiary only by Statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.

A Beneficiary designation is permanently void if it either is executed or is filed by a Participant who, at the time of such execution or filing, is then a minor under the law of the state of the Participant’s legal residence.  The employer shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

          7.6.6            Spousal Rights.  No spouse or surviving spouse of a Participant and no person designated to be a Beneficiary shall have any rights or interest in the benefits accumulated under the Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the designation of Beneficiaries (or the changing of designated Beneficiaries) by the Participant.

7.7     Death Prior to Full Distribution.  If a Participant dies after an Event of Maturity but before distribution of the Participant’s Total Account has been completed, the remainder of the undistributed Total Account shall be distributed in the same manner as hereinbefore provided in the Event of Maturity by reason of death.  If, at the death of the Participant, any payment to the Participant was due or otherwise pending but not actually paid, the amount of such payment shall be included in the Total Account which is payable to the Beneficiary (and shall not be paid to the Participant’s estate).

7.8     Facility of Payment.  In case of the legal disability, including minority, or a Participant or Beneficiary entitled to receive any distribution under the Plan, payment shall be made, if the Employer shall be advised of the existence of such condition:

(a)      to the duly appointed guardian, conservator or other legal representative of such Participant or Beneficiary, or

(b)      to a person or institution entrusted with the care or maintenance of the incompetent or disabled Participant or Beneficiary, provided such person or institution has satisfied the Employer that the payment will be used for the best interest and assist in the care of such Participant or Beneficiary, and provided further, that no prior claim for said payment has been made by a duly appointed guardian, conservator or other legal representative of such Participant of Beneficiary.

Any payment made in accordance with the foregoing provisions of this Section shall constitute a complete discharge of any liability or obligation of the Employer.

SECTION 8

SPENDTHRIFT PROVISIONS

No Participant or Beneficiary shall have any transmissible interest in any Account nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in possession or control of the Employer, nor shall the Employer recognize any assignment thereof, either in whole or in part, nor shall any Account be subject to attachment, garnishment, execution following judgment or other legal process while in the possession or control of the Employer.

The power to designate Beneficiaries to receive the Total Account of a Participant in the event of the Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber the Participant’s Account or any part thereof, and any attempt of a Participant so to exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Employer.

This Section shall not prevent the Employer from exercising, in its discretion, any of the applicable powers and options granted to them upon the occurrence of an Event of Maturity, as such powers may be conferred upon them by any provision hereof.

SECTION 9

AMENDMENT AND TERMINATION

9.1     Amendment and Termination.  The Compensation  and Organization Committee of the Board of Directors of ADC Telecommunications, Inc. hereby reserves the power to unilaterally amend the Plan Statement and to partially terminate or totally terminate the Plan and to reduce, suspend or discontinue its additions to the Plan, either prospectively or retroactively or both; provided that no amendment or termination shall be effective to reduce or divest the Accounts of any Participant without such Participant’s consent.  The Retirement Committee is authorized to amend the Plan Statement in any respect that does not materially increase the cost of the Plan.

9.2     Change in Control.

          9.2.1            In General.  Notwithstanding any other provision of the Plan Statement, Section 9.2.3, Section 9.2.4, Section 9.2.5 and Section 9.2.6 shall take effect if and only if a Maturity Date (as defined in the Retirement Savings Plan) occurs effective as to this Plan following a Change in Control.  A Maturity Date cannot occur if there is no Change in Control.  A Maturity Date effective as to this Plan does not occur merely because there is a Change in Control or merely because a Maturity Date occurs effective as to the Retirement Savings Plan.  A Maturity Date following a Change in Control must be effective as to this Plan.

          9.2.2            Special Definitions.  For purposes of this Section 9.2, the special definitions in Section 9.5.2 of the Retirement Savings Plan shall apply.

          9.2.3            Amendment.  Notwithstanding any other provision of the Plan Statement, during the two (2) years following the date of a Change in Control, the provisions of the Plan Statement may not be amended if any amendment would adversely affect the rights, expectancies or benefits provided by the Plan (as in effect immediately prior to the Change in Control), of any Participant, Beneficiary or other person entitled to payments under the Plan.  The Plan may not be terminated or merged with any other plan during the same two (2) year period.

          9.2.4            Termination of Employment.  Notwithstanding any other provision of the Plan Statement, the Total Account of any Participant actively employed on the date of a Change in Control who terminates employment for any reason including Good Reason, death, disability (as defined in section 22(e)(3) of the Code) or Cause during the two (2) years following the date of the Change in Control shall be distributed in a single lump sum cash payment as soon as administratively feasible after such termination.

          9.2.5            Pending Distributions.  Notwithstanding any other provision of the Plan Statement, any distribution (whether lump sum or installment) which is pending but which has not actually been made or commenced on the date of a Change in Control shall be distributed in a single lump sum cash payment as soon as administratively feasible after the date of the Change of Control.

          9.2.6            Commutation of Installments.  Notwithstanding any other provision of the Plan Statement, any remaining installments due to any Participant who terminated employment before the date of a Change of Control shall be distributed in a single lump sum cash payment as soon as administratively feasible after the date of the Change of Control.

          9.2.7            Not Amendable.  Notwithstanding any other provision of the Plan Statement, this Section 9.2 may not be amended to decrease any of the benefits which it provides during the two (2) years following the date of a Change in Control without the affirmative written consent of a majority in both number and interest of the Participants actively employed on the date of the Change in Control.

SECTION 10

ADMINISTRATION

10.1   Authority.  The Plan shall be administered by the Committee, which shall have full discretionary power and authority to administer and interpret the Plan and to determine all factual and legal questions under the Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amount of their respective interests.  The Committee may delegate or redelegate to one or more persons, jointly or severally, and whether or not such persons are members of the Committee or employees of the Employer, such functions assigned to the Committee hereunder as it may from time to time deem advisable.

10.2   Liability.  No member of the Committee and no director or member of the management of the Employer shall be liable to any persons for any actions taken under the Plan, or for any failure to effect any of the objective or purposes of the Plan, by reason of insolvency or otherwise.

10.3   Procedures.  The Committee may from time to time adopt such rules and procedures as it deems appropriate to assist in the administration of the Plan.

10.4   Claim for Benefits.  No employee or other person shall have any claim or right to payment of any amount hereunder until payment has been authorized and directed by the Committee.

10.5   Claims Procedure.  Until modified by the Committee, the claims procedure set forth in this Section 10.5 shall be the claims procedure for the resolution of disputes and disposition of claims arising under the Plan.

          10.5.1          Original Claim.  Any employee, former employee, or Beneficiary of such employee or former employee may, if the employee, former employee or Beneficiary so desires, file with the Committee a written claim for benefits under the Plan.  Within ninety (90) days after the filing of such a claim, the Committee shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision on the claim.  If the claim is denied in whole or in part, the Committee shall state in writing:

(a)	the specific reasons for the denial,
(b)	the specific references to the pertinent provisions of this Plan on which the denial is based,
(c)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and
(d)	an explanation of the claims review procedure set forth in this Section.

          10.5.2          Claims Review Procedure.  Within sixty (60) days after receipt of notice that the claim has been denied in whole or in part, the claimant may file with the Committee a written request for a review and may, in conjunction therewith, submit written issues and comments.  Within sixty (60) days after the filing of such a request for review, the Committee shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty days (120) from the date the request for review was filed) to reach a decision on the request for review.

          10.5.3          General Rules.

(a)      No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the claims procedure.  The  Committee may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Committee upon request.

(b)      All decisions on original claims shall be made by the Committee and requests for a review of denied claims shall be made by the Committee.

(c)      The Committee may, in its discretion, hold one or more hearings on a claim or a request for a review of a denied claim.

(d)      Claimants may be represented by a lawyer or other representative at their own expense, but the Committee reserves the right to require the claimant to furnish written authorization.  A claimant=s representative shall be entitled to copies of all notices given to the claimant.

(e)      The decision of the Committee on an original claim or on a request for a review of a denied claim shall be served on the claimant in writing.  If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

(f)       Prior to filing a claim or a request for a review of a denied claim, the claimant or the claimant=s representative shall have a reasonable opportunity to review a copy of this Plan Statement and all other pertinent documents in the possession of the Employer and its Affiliates.

10.6   Errors in Computations.  The Committee shall not be liable or responsible for any error in the computation of any benefit payable to or with respect to any Participant resulting from any misstatement of fact made by the Participant or by or on behalf of any Beneficiary to whom such benefit shall be payable, directly or indirectly, to the Committee, and used by the Committee in determining the benefit.  The Committee shall not be obligated or required to increase the benefit payable to or with respect to such Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant.  However, the benefit of any Participant which is overstated by reason of any such misstatement or any other reason shall be reduced to the amount appropriate in view of the truth (and to recover any prior overpayment).

SECTION 11

PLAN ADMINISTRATION

11.1   Principal Sponsor.

          11.1.1          Officers.  Except as hereinafter provided, functions generally assigned to the Principal Sponsor shall be discharged by its Compensation and Organization Committee of the Board of Directors of ADC Telecommunications, Inc. or delegated and allocated as provided herein.

          11.1.2          Compensation and Organization Committee.  Except as hereinafter provided, the Compensation and Organization Committee of the Board of Directors of ADC Telecommunications, Inc. may delegate and redelegate and allocate and reallocate to one or more persons or to an Employer of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to the Principal Sponsor hereunder as the Compensation and Organization Committee of the Board of Directors of ADC Telecommunications, Inc. may from time to time deem advisable.

          11.1.3          Board of Directors.  Notwithstanding the foregoing, the Compensation and Organization Committee of the Board of Directors of ADC Telecommunications, Inc. shall have exclusive authority, which may not be delegated, to act for the Principal Sponsor to terminate this Plan.

          11.1.4          Amendment.  The Principal Sponsor reserves the power to amend this Plan Statement in any respect and either prospectively or retroactively or both:

(a)      in any respect by resolution of its Compensation and Organization Committee of the Board of Directors of ADC Telecommunications, Inc.; and

(b)      in any respect that does not materially increase the cost of the Plan by action of the Retirement Committee.

11.2   Conflict of Interest.  If any officer or employee of the Employer or any member of the board of directors of the Employer to whom authority has been delegated or redelegated hereunder shall also be a Participant in the Plan, the Participant shall have no authority as such officer, employee or member with respect to any matter specially affecting the Participant’s individual interest hereunder (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to the other officers, employees or members as the case may be, to the exclusion of the Participant and the Participant shall act only in the Participant’s individual capacity in connection with any such material.

11.3   Administrator.  The Principal Sponsor shall be the administrator for purposes of Section 3(16)(A) of ERISA.

11.4   Service of Process.  In the absence of any designation to the contrary by the Principal Sponsor, the Secretary of the Principal Sponsor is designated as the appropriate and exclusive agent for the receipt of service of process directed to the Plan in any legal proceeding, including arbitration, involving the Plan.

SECTION 12

DISCLAIMERS

12.1   Term of Employment.  Neither the terms of the Plan Statement nor the benefits hereunder nor the continuance thereof shall be a term of the employment of any employee.  The Employer shall not be obliged to continue the Plan.

12.2   Employment.  The terms of the Plan Statement shall not give any employee the right to be retained in the employment of the Employer.

12.3   Source of Payment.  Neither the Employer nor any of its officers nor any member of its board of directors in any way secure or guarantee the payment of any benefit or amount which may become due and payable hereunder to any Participant or to any Beneficiary or to any creditor of a Participant or a Beneficiary.  Each Participant, Beneficiary or other person entitled at any time to payments hereunder shall look solely to the assets of the Employer for such payments or to the Accounts distributed to any Participant or Beneficiary, as the case may be, for such payments.  In each case where Accounts shall have been distributed to a former Participant or a Beneficiary or to the person or any one of a group of persons entitled jointly to the receipt thereof and which purports to cover in full the benefit hereunder, such former Participant or Beneficiary, or such person or persons, as the case may be, shall have no further right or interest in the other assets of the Employer.

12.4   Guaranty.  Neither the Employer nor any of its officers nor any member of its board of directors shall be under any liability or responsibility for failure to effect any of the objectives or purposes of the Plan by reason of the insolvency of the Employer.

12.5   Delegation.  The Employer and its officers and the members of its board of directors shall not be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

EX-10.D

EMPLOYMENT AGREEMENT

AGREEMENT by and between ADC Telecommunications, Inc., a Minnesota corporation  (the “Company”), and RICHARD R. ROSCITT (the “Executive“), dated as of the 28th day of January, 2001.

1.       Employment Period.  The Company hereby agrees to employ the Executive and the Execu­tive hereby agrees to become employed and remain in the employ of the Company, pursuant to the terms and conditions set forth in this Agreement.  The Executive’s employment hereunder shall commence on February 15, 2001 (the “Commencement Date”) and shall continue until the Executive’s employment terminates pursuant to Section 4 of this Agreement (the “Employment Period”).

2.       Position and Duties.

(a)      The Executive agrees to serve as the Chief Executive Officer worldwide and to perform such duties (i) as are set forth for that position in the By-laws of the Company’s Board of Directors (the “Board”), (ii) as the Board shall assign to the Executive from time to time, and (iii) that the Executive undertakes or accepts consistent with his position as Chief Executive Officer.  The Executive acknowledges and agrees that, from time to time, he will be required to perform duties with respect to one or more of the Company’s subsidiary or affiliate companies (each an “Affiliate”), and that he will not be entitled to any additional compensation for performing those duties.

(b)      The Company intends that the Board will elect the Executive to serve as the Chairman of the Board at the first Board meeting following the annual meeting of shareholders to be held on February 27, 2001, and the Executive agrees to serve in that position in accordance with the By-laws of the Board.

          (c)      During the Employment Period, and excluding any periods of vacation, holiday, personal leave and sick leave to which the Executive is entitled, the Executive agrees to serve the Company faithfully and to the best of his ability and to devote the Executive’s full time, attention and efforts to the business and affairs of the Company.  The Executive hereby confirms to the best of his knowledge and belief that he is under no contractual commitments inconsistent with his obligations set forth in this Agreement and that, during the Employment Period, the Executive will not render or perform any services for any other corporation, firm, entity or person which are inconsistent with the provisions of this Agreement, with any policy of the Company, or which would otherwise impair the Executive’s ability to perform his duties hereunder.  The rest of this Section 2(c) notwithstanding, the Executive may (i) serve on the boards of profit or non-profit corporations (the Executive shall obtain approval to serve on such a board in accordance with all of the Company’s policies, including, without limitation, the Company’s Business Conduct Policy regarding Conflicts of Interest), (ii) deliver lectures or fulfill speaking engagements, and (iii) manage personal investments, so long as the activities referred to in clauses (i) through (iii) above do not substantially interfere with the performance of the Executive’s responsibilities under this Agreement.

          (d)      The Executive’s primary office shall be located in the greater Twin Cites metropolitan area; provided, that the Executive’s primary office location may be relo­cated in connection with the relocation of the Company’s headquarters, subject to reimbursement for Executive’s reasonable expenses in connection with any move he is required to make.

3.       Compensation.

(a)      Base Salary. As his initial base compensation for all services he renders under this Agreement, the Executive shall receive an annualized base salary (“Annual Base Salary”) of $900,000.  The Annual Base Salary shall be paid in accordance with the Company’s normal payroll procedures and policies, as such procedures and policies may be modified from time to time.  The Annual Base Salary shall be reviewed and adjusted (upward only) in the sole discretion of the Board’s Compensation and Organization Committee (the “Committee”) according to a schedule and in a manner consistent with the Company’s practices for salary adjustment, as those practices may be revised from time to time (and which practices may include review of factors such as market conditions and total compensation paid to similar executives at peer and other companies).

(b)      Incentive Compensation. The Executive shall be eligible to participate in any Management Incentive Plan (“MIP”) the Company establishes, according to the targets and goals, which shall be discussed in advance with the Executive, and the terms and conditions the Company establishes to govern the MIP for any fiscal year.  For each fiscal year MIP beginning in fiscal year 2001, the Executive’s target incentive compensation shall be not less than one hundred percent (100%) of the Annual Base Salary actually paid to the Executive during that fiscal year (“Target Incentive”).  The maximum amount of any annual MIP award shall be three times the Target Incentive.

(c)      New Hire Bonus. On the first day of the Employment Period, the Executive will earn the right to be paid one million five hundred thousand dollars ($1,500,000), less all appropriate and necessary withholdings and deductions, which payment will be paid within five (5) days of it being earned.

          (d)      Restricted Cash Compensation.  The Executive will earn the right to be paid the sum of five million five hundred thousand dollars ($5,500,000), less all appropriate deductions and withholdings, according to the vesting schedule set forth below.  Except in the case of any termination in which the Executive, pursuant to Sections 5 and 6 of this Agreement, may earn the right to be paid unpaid portions of this restricted cash compensation, the Executive agrees that he must be actively employed on each vesting date in order to vest in and earn the payment to be made on that date.

	Restricted Cash Compensation Vesting Schedule
	Sum	Vesting Date
·	$1,500,000		First anniversary of Commencement Date
·	$1,330,000		Second anniversary of Commencement Date
·	$1,330,000		Third anniversary of Commencement Date
·	$1,340,000		Fourth anniversary of Commencement Date

(e)      Executive Incentive Exchange Plan.  Beginning on the first day of the Company’s 2002 fiscal year, the Executive will be eligible to participate in the Company’s Executive Incentive Exchange Plan, according to the terms of that Plan, as the same may be amended from time to time.

(f)       Benefit Plans. During the Employment Period, the Executive shall be entitled to participate in the employee benefits offered generally by the Company to its executive employees, to the extent that the Executive’s position, tenure, salary, health, and other qualifications make the Executive eligible to participate. The Executive’s participation in such benefits shall be subject to the terms of the applicable plans, as the same may be amended from time to time.  The Company does not guarantee the adoption or continuance of any particular employee benefit or benefit plan during the Employment Period, and nothing in this Agreement is intended to, or shall in any way restrict the right of the Company, to amend, modify or terminate any of its benefits or benefit plans during the Employment Period.

(g)      Stock Options.  To compensate Executive for forfeited stock option opportunities provided by his prior employer, and as a long-term incentive, the Executive will be eligible for the following stock options during his employment:

(i)       New Hire Options.

(A)     Non-Premium Option. The Committee will approve the grant to Executive of an option to purchase shares of the Company’s common stock, which option will have a face value of $16,772,900, and be in accordance with the terms of the ADC 1991 Stock Incentive Plan, as the same may be amended from time to time, and a non-qualified stock option agreement to be entered into by the Executive and the Company.  The exercise price for this option shall be the price of the Company’s common stock on the last day of the month in which occurs the Commencement Date. 

(B)     Premium Options.  The Committee will approve a grant to Executive of three (3) “premium” options to purchase shares of the Company’s common stock, at the exercise prices set forth below, which options will have an aggregate total face value of $10,379,900, and be granted in accordance with the terms of the ADC 1991 Stock Incentive Plan, as the same may be amended from time to time, and non-qualified stock option agreements to be entered into by the Executive and the Company.

	Grant	Exercise Price
·	Grant of 1/3 of all Premium options	20% above FMV
·	Grant of 1/3 of all Premium options	35% above FMV
·	Grant of 1/3 of all Premium options	45% above FMV

The fair market value (“FMV”) of each of the premium option grants shall be the price of the Company’s common stock on the last day of the month in which occurs the Commencement Date.  The premium options shall vest on the fourth (4^th) anniversary of the grant date and shall expire seven (7) years after the grant date.

(ii)      Annual Option Grants.  At the beginning of each of fiscal year 2002 and 2003, the Committee will grant the Executive an option to purchase shares of the Company’s common stock, which option shall have a Black Scholes value of $5 million dollars, as determined by the Company in a manner consistent with the method used to determine the face value of the new hire option “non-premium option” described in Section 3(g)(i)(A), above.  Each grant shall be in accordance with the terms of the ADC 1991 Stock Incentive Plan, as the same shall be amended from time to time, and stock option agreements to be entered into by the Executive and the Company.  Each annual grant of stock options for fiscal year 2002 and 2003 shall be designated as incentive stock options to the maximum extent permitted by the Internal Revenue Code of 1986, as amended, and the remainder shall be designated as non-qualified stock options.

(h)      Expenses.  During the Employment Period, the Executive shall be entitled to reimbursement for all reasonable business expenses he incurs in carrying out his duties under this Agreement in accordance with the policies and practices of the Company, provided that the Executive complies with the policies and practices of the Company for submission of expense reports, receipts, or similar documentation of such expenses as implemented from time to time by the Company.  During the Employment Period, the Executive may charter a private jet at Company expense whenever the Executive has a reasonable, good faith belief that such charter is in the Company’s best interest as compared to scheduled commercial flights.

(i)       Paid Time Off.  The Executive shall be entitled to at least five (5) weeks of paid time off (“PTO”) during each 12-month period of the Employment Period, to be accrued and taken in accordance with the Company’s PTO Policy, as the same may be amended from time to time.  The Executive may accrue up to two (2) times the annual PTO award.

(j)       Executive Perquisites.  The Executive will be eligible to receive any executive perquisites that the Company may from time to time deem are appropriate and administratively feasible to provide to its executives, generally or to the Executive, specifically.  The Executive understands that the Company may in its sole discretion modify or terminate any executive perquisite offered to the Executive.  Those perquisites shall include:

(i)       $24,000 annual perquisite allowance, paid at a rate of $2,000 per month, to cover additional benefits that will best meet the Executive’s personal needs;

(ii)      payment of club membership and monthly fees; and

(iii)     beginning on January 1, 2002, eligibility to participate in the Company’s 401(k) Excess Plan, according to the terms of that Plan, as the same may be amended from time to time.

4.       Termination of Employment.  The Executive’s employment under this Agreement may be terminated during the Employment Period as described in this Section 4.

(a)      Death or Disability.  The Executive’s employment shall terminate automatically upon the Executive’s death.  The Executive’s employment shall terminate for “Disability” if the Executive, due to illness or physical or mental incapacity, is unable to perform the duties of the Executive’s position under this Agreement for a period of 26 consecutive weeks.

          (b)      Termination By the Company.  The Company may terminate the Executive’s employ­ment for Cause or without Cause.  For purposes of this Agreement, “Cause” shall mean the Executive’s (i) convictionof or plea of nolo contendre to a felony or to any crime involving moral turpitude; (ii) willful mis­conduct that causes, or in the reasonable judgment of the Board creates a significant risk of, substantial injury to the Company; (iii) repeated failure to undertake communicated directives on substantial business matters issued through written instruction to do so by the Board; and (iv) any willful breach of this Agreement that causes, or in the reasonable judgment of the Board creates a significant risk of, substantial injury to the Company.

Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless the Company provides the Executive (a) no less than ten (10) days prior written notice setting forth the reasons for the Company’s intention to terminate for Cause, (b) an opportunity for the Executive to be heard (together with comments of counsel) by the Board, and (c) delivery of a notice of termination from the Board stating with specificity its conclusion that the Executive committed the act(s) or omission(s) establishing Cause to terminate the Executive’s employment.

(c)      Termination By the Executive.  The Executive may terminate his employment for Good Rea­son or without Good Reason.  “Good Reason” will exist in the event that the Company, without the Executive’s written consent: (i) institutes a material adverse change in the Executive’s title or in the duties assigned to the Executive, which will include, without limitation, that the Board fails to elect him as Chairman of the Board; (ii) requires the Executive to relocate his principal residence to a location other than the Twin Cities metropolitan area, except in connection with the move of the Company’s headquarters;  (iii) reduces the total amount of the Executive’s annual target cash compensation (i.e., the Annual Base Salary plus the annual MIP Target Incentive) for any fiscal year; or (iv) substantially fails to comply with the provisions of Section 3; provided, that an unintentional failure to comply or a failure to comply that results from administrative oversight shall not give rise to Good Reason, if such failure is promptly corrected.  The Executive shall have Good Reason to terminate his employment if (i) within forty-five (45) days following the Executive’s actual knowledge of the event which the Executive determines consti­tutes Good Reason, he notifies the Company in writing that he has determined a Good Reason exists and specifies the event creating Good Reason, and (ii) fol­lowing receipt of such notice, the Company fails to remedy such event within forty-five (45) days.  If either condition is not met, the Executive shall not have a Good Reason to terminate his employment.

(d)      Date of Termination.  “Date of Termination” means (i) if the Executive’s employment is terminated by the Company (other than for Cause, death or Disabil­ity) or by the Executive for Good Reason, the thirtieth (30^th) day after the mailing of the notice of termination or any later date specified therein; (ii) if the Executive’s employment is terminated for Cause, the date set forth on the notice of termination sent by the Board in accordance with Section 4(b); (iii) if the Executive’s employment terminates by reason of death, the date of death of the Executive, or if by reason of, Disability, the date of the determination of Disability as set forth in Section 4(a); or (iv) if the Executive terminates his employment without Good Reason, thirty (30) days after mailing of the notice of termination or any later date specified therein (in the case of a notice of termination sent pursuant to part (iv), the Company may request that the Executive cease providing services during the notice period).

(e)      Continuation of Provisions. Notwithstanding any termination of the Executive’s employment with the Company, the Executive, in consideration of the Executive’s employment hereunder to the Date of Termination, shall remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of the Executive’s employment, including, but not limited to, the covenants contained in Sections 8, 9 and 10 hereof and the Employee Invention Agreement, as defined in Section 8.

(f)       Surrender of Records and Property.  Upon any termination of the Executive’s employment with the Company, the Executive shall deliver promptly to the Company the SecurID Net Access card, and all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, computer disks, computer software, computer programs (including source code, object code, on-line files, documentation, testing materials and plans and reports), designs, drawings, formulae, data, tables or calculations or copies thereof, which are the property of the Company or any Company Affiliate or which relate in any way to the business, products, practices or techniques of the Company or any Company Affiliate, and all other property, trade secrets and confidential information of the Company or any Company Affiliate, including, but not limited to, all tangible, written, graphical, machine readable and other materials (including all copies) which in whole or in part contain any trade secrets or confidential information of the Company or any Company Affiliate which in any of these cases are in the Executive’s possession or under the Executive’s control.

5.       Compensation and Payments upon Termination.

(a)      Without Cause; Good Reason.  Subject to Section 6, if, during the Employment Period, the Company terminates the Executive’s employment without Cause, or if the Executive terminates employment for Good Reason, and in either case if the Executive signs (and then does not rescind) a general release of claims in a form acceptable to the Company, then the Executive shall be entitled to receive the following severance benefits:

(i)       payment of an amount which is 200% of the sum of Executive’s then Annual Base Salary and Target Incentive under the MIP plan for that current fiscal year, less all required withholding and deductions, to be paid in one lump sum;

(ii)      payment of the Executive’s Annual Base Salary earned through the Date of Termination, and any MIP incentive earned for a prior fiscal year, but not yet paid, less all required withholding and deductions, to be paid in one lump sum;

          (iii)     payment of any as yet unpaid restricted cash compensation payments as provided in Section 3(d), less all required withholding and deductions, to be paid in one lump sum within ninety (90) days  following the Date of Termination;

          (iv)     if the Date of Termination occurs prior to or on the three-year anniversary of the last day of the month in which falls the Commencement Date, payment of an additional termination payment according to the sliding scale schedule set forth below, less all withholdings and deductions, to be paid in one lump sum within ninety (90) days following the Date of Termination:

Termination Date	Gross Termination Payment
After Commencement Date, but no later than 1-year anniversary of the end of the month in which falls Commencement Date	$8 million
After 1-year anniversary, but no later than 2-year anniversary of the end of the month in which falls Commencement Date	$5 million
After 2-year anniversary, but no later than 3-year anniversary of the end of the month in which falls Commencement Date	$2 million
After the 3-year anniversary of the end of the month in which falls the Commencement Date	No payment

; and

                    (v)      other benefits and perquisites, if applicable, to be paid or provided to the Executive in ac­cordance with applicable plans and programs of the Company.

(b)      Death or Disability.  If the Executive’s employment is terminated by rea­son of the Executive’s death or Disability, the Company shall pay the Executive (or the Executive’s estate, if applicable):

          (i)       the Executive’s Annual Base Salary earned through the Date of Termination, to the extent not yet paid, and any MIP incentive compensation earned for a prior fiscal year but not yet paid, less all required withholdings and deductions, to be paid in one lump sum;

          (ii)      any as yet unpaid restricted cash compensation payments provided in Section 3(d), less all required withholdings and deductions, to be paid in one lump sum within ninety (90) days following the Date of Termination;

(iii)     in the case of the Executive’s death only, a pro rata share of the Executive’s MIP Target Incentive, in accordance with the MIP plan for that current fiscal year, less all required withholdings and deductions; and

(iv)     in the case of death, life insurance benefits under the Company’s applicable life insurance policy, and in the case of disability, disability benefits under the Company’s disability benefits policy.  The Company agrees to undertake, as soon as practicable, reasonable efforts to investigate and review the possibility of increasing the maximum disability benefits available under its current policy; provided, the Company shall have no obligation under this Agreement to actually increase them.

(c)      Cause; Without Good Reason.  If the Executive’s employment is terminated by the Company for Cause or the Executive voluntarily terminates employment without Good Reason, the Company shall pay to the Executive any Annual Base Salary earned through the Date of Termination.  The Company shall have no further obligations under this Agreement.

6.       Change In Control. Following a “Change in Control” (as that term is defined in the Company’s current Change in Control Plan), if the Executive is not elected Chairman and Chief Executive Officer of any successor company resulting from the  “Change in Control,” and if the Executive terminates his employment due to that failure:

          (a)      the Executive will be eligible to receive payments and benefits under the Change in Control Plan then in effect;provided, the Company shall provide the Executive with compensation and benefits that are no less beneficial than those in the Change in Control Plan in effect on the Commencement Date;

(b)      the Company will pay the Executive any as yet unpaid restricted cash compensation payments provided in Section 3(d), less all required withholdings and deductions, to be paid in one lump sum within ninety (90) days following the Date of Termination; and

(c)      the Executive’s termination would trigger the right to acceleration of unvested stock options subject to and in accordance with the terms of any existing Stock Option Agreement between the Executive and the Company.

The Executive also will be paid or provided other benefits and perquisites, if applicable, in accordance with applicable plans and programs of the Company.  If the Executive receives the payments and benefits described in this Section 6, the Executive will not be eligible to receive any other severance or termination payments or benefits, including but not limited to those provided in Section 5 of this Agreement.

7.       Relocation.  The Executive understands that he must relocate his primary residence to the greater Twin Cities metropolitan area.  To assist the Executive in obtaining his new residence, the Company will provide the Executive with the assistance and programs described in the Company’s relocation program and any other assistance the Company agrees to provide.  In addition, during the period from the Commencement Date until the earlier of (i) October 31, 2001, or (ii) until the Executive moves his personal belongings to his Minnesota residence, the Company shall reimburse the Executive for the reasonable temporary living expenses he incurs, including costs for lodging, meals and incidental expenses, and to travel back to his New Jersey residence.

8.       Confidential Information/Intellectual Property; Other Employment Policies.  As a condition precedent to the Company hiring the Executive and the Company’s performance of its obligations hereunder, the Executive shall execute and deliver to the Company the Employee Invention, Copyright and Trade Secret Agreement in the form attached hereto as Exhibit A (the “Employee Invention Agreement”). The Executive shall also comply with all of the applicable policies generally in effect for employees of the Company or any applicable Company Affiliate for which the Executive performs services, including without limitation, the Company’s Code of Business Conduct and the Company’s Policy on Trading in ADC’s Securities, as the same may be amended from time to time.

9.       Non-Competition.

(a)      Covenant.  In consideration of the financial and other benefits described in this Agreement, the Executive agrees that, during the period commencing on the Commencement Date and ending on the date that is  one (1) year after the date on which the Executive ceases to be employed by the Company (for whatever reason and whether such cessation is occasioned by the Company or the Executive), the Executive shall not, directly or indirectly, and in any manner or capacity (e.g., as an advisor, principal, agent, partner, officer, director, investor, shareholder, employee, member of any association or otherwise), engage in any business activities that are competitive with the business conducted by the Company or any Company Affiliate on or prior to the date the Executive ceases to be employed by ADC.

(b)      Geographical Extent of Covenant.  The Executive acknowledges that the Company directly, or indirectly through Company Affiliates, currently is engaged in business on a world-wide basis.  Consequently, the Executive agrees that his obligations under this Section 9 shall apply in any market, foreign or domestic, in which: (a) the Company or, as applicable, a Company Affiliate(s), operates during the one-year period described in Section 9(a); and (b) the Company or, as applicable, a Company Affiliate(s), has plans to enter on the date the Executive ceases to be employed by the Company.

          (c)      Limitation on Covenant.  Ownership by the Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a breach of this Section 9.

10.     Non-Solicitation.  The Executive agrees that for a period of two (2) years after termination of his employment for any reason (and whether occasioned by the Company or the Executive), the Executive shall not, except with the prior written consent of the Company, (i) hire or attempt to hire for employment any person who is employed by the Company or a Company Affiliate, or attempt to influence any such person to terminate employment with the Company or any Company Affiliate; (ii) induce or attempt to induce any employee of the Company or any Company Affiliate to work for, render services to, provide advice to, or supply confidential business information or trade secrets of the Company or any Company Affiliate to any third person, firm or corporation; (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company or any Company Affiliate to cease doing business with the Company or such Company Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation and the Company or any Company Affiliate.  Nothing herein shall prohibit the Executive from general advertising for personnel not specifically targeting any employee or other personnel of the Company.

11.     Dispute Resolution Process.

(a)      Dispute Defined.  The Company and the Executive desire to establish a reasonable and confidential means of resolving any dispute, question or interpretation arising out of or relating to (i) this Agreement or the alleged breach or threatened breach of it, (ii) the making of this Agreement, including claims of fraud in the inducement, (iii) the Executive’s employment by the Company pursuant to this Agreement, including claims of wrongful termination or discrimination, or (iv) any activities by the Executive following the cessation of his employment with the Company (each such dispute to be referred to herein as a “Dispute”).

(b)      Procedure.  In furtherance of the parties’ mutual desire, the Company and the Executive agree that if either party believes a Dispute exists, that party shall provide the other with written notice of the claimed Dispute.  Upon receipt of that written notice, the following procedure shall be the exclusive means of fully and finally resolving the Dispute.  First, within thirty (30) days of the other party receiving that notice, the Executive and appropriate representatives of the Company and/or Board will meet to attempt to resolve amicably the Dispute.  Second, if a mutually agreeable resolution is not reached within thirty (20) days following the parties’ first meeting, the parties will engage in mediation with a neutral mediator, said mediation to be held within forty-five (45) days of the final meeting between the Executive and representatives of the Company and/or Board.  Third, if the Dispute is not resolved through mediation within thirty (30) days, the Dispute shall be resolved exclusively by final and binding arbitration held in accordance with the provisions of this Agreement and the American Arbitration Association (“AAA”) National Rules for the Resolution of Employment Disputes then in effect, unless such rules are inconsistent with the provisions of this Agreement.  In connection with such arbitration:

(i)       Any such arbitration shall be conducted: (A) by a neutral arbitrator appointed by mutual agreement of the parties; or (B) failing such agreement, by a neutral arbitrator appointed in accordance with said AAA rules;

          (ii)      The parties shall be permitted reasonable discovery in accordance with the provisions of the Minnesota Rules of Civil Procedure, including the production of relevant documents by the other party, the exchange of witness lists, and a limited number of depositions, including depositions of any expert who will testify at the arbitration;

(iii)     The summary judgment procedure applicable under Rule 56 of the Minnesota Rules of Civil Procedure shall be available and apply to any arbitration conducted pursuant to this Agreement;

(iv)     The arbitrator’s award shall include findings of fact and conclusions of law showing the legal and factual bases for the arbitrator’s decision;

(v)      The arbitrator shall have the authority to award to the prevailing party any remedy or relief that a United States District Court or court of the State of Minnesota could order or grant if the dispute had first been brought in that judicial forum, including costs and attorneys’ fees;

(vi)     The arbitrator’s award may be entered by any court of competent jurisdiction; and

          (vii)    Unless otherwise agreed by the parties, the place of any arbitration proceeding shall be Minneapolis, Minnesota.

(c)      Confidentiality of Dispute Resolution.  Except as the parties shall agree in writing, upon court order, or as required by law, neither the Company nor the Executive will disclose to any third party, except for their counsel, retained experts and other persons directly serving counsel or retained experts, any fact or information in any way pertaining to the process of resolving a Dispute under this Section 11, or to the fact of or any term that is part of a resolution or settlement of any Dispute.  This prohibition on disclosure specifically includes, without limitation, any disclosure of an oral statement or of a written document made or provided by either the Executive or the Company, or by any of its or his representatives, counsel or retained experts, or other persons directly serving any representatives, counsel or retained experts.

(d)      Right to Injunctive Relief.  The Executive acknowledges and agrees that the services to be rendered by him hereunder are of a special, unique and extraordinary character, that it would be difficult to replace such services and that any violation of Sections 4(f), 8, 9 or 10 hereof or of the Employee Invention Agreement would be highly injurious to the Company and/or to any Company Affiliate and that it would be extremely difficult to compensate the Company and/or any Company Affiliate fully for damages for any such violation.  Accordingly, notwithstanding the terms of this Section 11, the Company or any Company Affiliate, as the case may be, shall be entitled to seek temporary and permanent injunctive relief from a court of law, said relief to be obtained in accordance with Section 13(a), to enforce the provisions of Sections 4(f), 8, 9 or 10 hereof, and the Employee Invention Agreement.  This provision with respect to injunctive relief shall not, however, diminish the right of the Company or any Company Affiliate to claim and recover damages, or to seek and obtain any other relief available to it pursuant to the provisions of this Section 11.

12.     Assignment; Successors.

(a)      This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, executors and administrators.

(b)      This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, provided that the Company may not assign this Agree­ment except in connection with the assignment or disposition of all or substantially all of the as­sets or stock of the Company, or by law as a result of a merger or consolidation.

(c)      The Company shall require any successor or assignee to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such assignment had taken place.

13.     Miscellaneous.

(a)      This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without reference to its conflict of law rules. The parties agree, subject to the provisions requiring arbitration, that any litigation in any way relating to this Agreement or to the Executive’s employment by the Company, shall be venued in the State of Minnesota, Hennepin County District Court, or the United States District Court for the District of Minnesota. The Executive and the Company hereby consent to the personal jurisdiction of these courts and waive any objection that such venue is inconvenient or improper.

(b)      The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(c)      This Agreement may not be amended or modified except by a written agreement executed by the par­ties hereto or their respective successors.

(d)      All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party, by registered or certified mail, return receipt requested, postage prepaid, or by or by telefacsimile with printed confirmation, addressed as follows:

If to the Executive:

Richard R. Roscitt

Forty-Six Ridgeview Drive

Basking Ridge, New Jersey 07920

If to the Company:

ADC Telecommunications Inc.

P.O. Box 1101

Minneapolis, Minnesota 55440-1101

Fax (952) 946-3209

Attention: Chairman of Compensation and Organization Committee

or to such other address as either party furnishes to the other in writing in accordance with this paragraph.  Notices and communications shall be effective when actually received by the addressee or three (3) days after the initiation of delivery; provided, that this period will not extend any period of notice specifically set forth in this Agreement.

          (e)      To the extent any provision of this Agreement shall be determined to be invalid or unenforceable in any jurisdiction, such provision shall be deemed to be deleted from this Agreement as to such jurisdiction only, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected.  In furtherance of and not in limitation of the foregoing, the Executive expressly agrees that should the duration of, geographical extent of, or business activities covered by, any provision of this Agreement be in excess of that which is valid or enforceable under applicable law in a given jurisdiction, then such provision, as to such jurisdiction only, shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered.

(f)       Notwithstanding any other provision of this Agreement, the Company shall withhold from any amount payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations, or that are consistent with the Company’s prevailing practice.

(g)      The Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

(h)      This Agreement (including other agreements specifically mentioned in this Agreement) contains the entire agreement of the parties relating to the employment of the Executive by the Company and the other matters discussed herein and supersedes all prior promises, contracts, agreements and understandings of any kind, whether express or implied, oral or written, with respect to such subject matter (including, but not limited to, any promise, contract or understanding, whether express or implied, oral or written, by and between the Company and the Executive), and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or in the other agreements mentioned herein.

(i)       This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

          (j)       The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of the Agreement.

          (k)      The Company shall reimburse the Executive for fees and expenses incurred in connection with the negotiation and preparation of this Agreement, up to a maximum total reimbursement amount of $15,000.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization of its Board of Directors, the Company has caused this Agree­ment to be executed in its name on its behalf, all as of the day and year first above written.

ADC TELECOMMUNICATIONS, INC.	RICHARD R. ROSCITT
By /s/ Laura N. Owen	/s/ Richard R. Roscitt
Its Vice President, Human Resources	Date January 28, 2001
Date January 28, 2001

EX-10.E

SEPARATION AGREEMENT

          This SEPARATION AGREEMENT, dated effective as of November 1, 2000, is made and entered into between ADC Telecommunications, Inc., a Minnesota corporation (“ADC”), and William J. Cadogan, an individual resident of the state of Minnesota (“Cadogan”).

BACKGROUND

          Cadogan currently is employed by ADC as Chairman of the Board of Directors, President, and Chief Executive Officer; Cadogan has announced to ADC that he intends to resign his employment from ADC at a specific future time, and Cadogan and ADC desire to establish a reasonable time period for ADC to effect a transition to Cadogan’s successor and for Cadogan to assist ADC in that transition.  Cadogan acknowledges that ADC operates in a highly competitive industry and that the Company will enhance its opportunities to succeed by establishing certain policies designed to protect ADC’s interests during the transition.

          NOW THEREFORE, in consideration of the mutual obligations incurred and benefits obtained hereunder, the sufficiency of which are admitted, ADC and Cadogan agree as follows:

          1.       Employment.  ADC will continue to employ Cadogan, and Cadogan accepts such employment and agrees to perform services for ADC or any affiliate of ADC (collectively, the “ADC Affiliates”), for the period and upon the other terms and conditions set forth in this Agreement.  The terms of Cadogan’s continued status as a Member of the Board of Directors of ADC (the “ADC Board”) shall be governed by Section 10.

          2.       Term.  Unless terminated at an earlier date in accordance with Section 7 below, this Agreement shall take effect on November 1, 2000, and shall extend for a continuous period ending on November 1, 2001 (the “Term”).  Upon the expiration of the Term, Cadogan will resign his employment and all then currently held officer duties with ADC.  Upon Cadogan’s resignation, ADC will have no further financial obligation to Cadogan, except as expressly described in this Agreement, including without limitation, Exhibit B, or in the terms or conditions of an ADC compensation plan or program applicable to Cadogan.

          3.       Position and Duties.

3.01   Service with ADC.  Until such time as a new Chief Executive Officer of the Company has been elected by the ADC Board and commences employment in such capacity, Cadogan shall continue to serve in the role of Chief Executive Officer of the Company.  After a new Chief Executive Officer is elected, Cadogan will resign any officer duties with ADC upon ADC’s request, and will perform such duties as the ADC Board or the Chief Executive Officer shall request from time to time during the remainder of the Term, which may include, without limitation, assisting with various projects or activities relating to the transition to a new Chief Executive Officer.  In addition, at any time during the Term, ADC may request that Cadogan resign any officer or director position he currently holds with ADC or an ADC Affiliate, and Cadogan agrees to resign such position(s) immediately upon any such request.

          3.02   Performance of Duties.  Cadogan agrees to serve ADC faithfully and to the best of his ability, and to devote the necessary amount of time, and level of attention and efforts to any service that ADC requests he provide.  Cadogan hereby confirms that he is under no contractual commitments inconsistent with his obligations pursuant to this Agreement and he agrees that, during the Term, he will not (a) serve as an employee of any other company, or (b) render or perform any services for any other corporation, firm, entity or person that are inconsistent with the provisions of this Agreement or which would otherwise impair his ability to perform his duties hereunder.  After a new CEO is elected, and during the remainder of the Term, ADC will provide Cadogan with such office space as the new CEO reasonably determines is appropriate for Cadogan to perform his duties under this Agreement.

          4.       Compensation.

          4.01   Base Salary.  As base compensation for all services to be rendered by Cadogan under this Agreement during the Term, ADC shall pay to Cadogan an annualized salary of $742,500.  Cadogan’s salary shall be paid in accordance with ADC’s normal payroll procedures and policies, as such procedures and policies may be modified from time to time.

          4.02   Incentive Compensation.  The Term coincides with ADC’s 2001 fiscal year.  During fiscal year 2001, Cadogan shall be eligible to participate in the Management Incentive Plan (“MIP”) for that fiscal year, according to the terms and conditions of the MIP plan, targets, objectives, and other MIP conditions established by the Compensation Committee of the ADC Board.

          4.03   Participation in Benefits.  During the Term, Cadogan shall be entitled to participate in the employee benefits offered by ADC, to the extent that Cadogan’s position, tenure, salary, health, and other qualifications make him eligible to participate.  Cadogan’s participation in such benefits shall be subject to the terms of the applicable plans, as the same may be amended from time to time.  ADC does not guarantee the adoption or continuance of any particular employee benefit during the Term, and nothing in this Agreement is intended to, or shall in any way restrict ADC’s right to amend, modify or terminate any of its benefits during the Term.

          4.04   Post-Termination Medical Benefits.  Following the expiration of the Term, ADC will provide Cadogan, at no cost to him, with continuing coverage of medical benefits.  Cadogan shall initially receive such coverage through COBRA continuation coverage.  After COBRA coverage is exhausted, additional medical coverage ("Extended Coverage") shall be provided to Cadogan and Cadogan’s eligible dependents.  For purposes of this Agreement, Extended Coverage shall be comprised of medical coverage for Cadogan and Cadogan’s eligible dependents until the earliest of:  (a) Cadogan’s Medicare eligibility; (b) Cadogan’s eligibility for coverage under another employer’s group health plan; or (c) the fifth (5^th) year anniversary of the commencement date of coverage, according to the terms of the applicable benefit plans providing that coverage.  Cadogan’s eligible dependents shall also have Extended Coverage while Cadogan is covered for so long as they meet the dependency eligibility requirements of the applicable benefit plan.  During the period of Extended Coverage, ADC in its sole discretion may amend, modify or terminate any benefit plans providing the Extended Coverage described here; provided, however, that the level and extent of coverage will remain substantially similar to the coverage provided to U.S.-based ADC active employees.

          4.05   Stock Options.  The Compensation and Organization Committee of ADC's Board (the "Committee") will approve the grant to grant Cadogan an option (1) to purchase up to four thousand five hundred and seven (4,507) shares of ADC’s common stock, in accordance with the terms of the ADC 1991 Stock Incentive Plan and an Incentive Stock Option Agreement to be entered into by Cadogan and ADC, which is attached here as Exhibit C, and (2) an option to purchase three hundred forty-five thousand four hundred ninety-three (345,493) shares of ADC’s common stock, in accordance with the terms of the ADC 1991 Stock Incentive Plan (the "Plan") and a Nonqualified Stock Option Agreement to be entered into by Cadogan and ADC, which is attached here as Exhibit D.  For purposes of this Agreement, the stock option grants identified here will be referred to collectively as the “Option.”  The Option shall be granted effective as of November 1, 2000. Cadogan acknowledges that he has already received and accepted the Option Agreements set forth in Exhibits C and D.

          4.06   Deferred Payment. In accordance with the terms of this Section 4.06, ADC shall make an additional one-time payment to Cadogan (the "Deferred Payment"), in further consideration of the services provided and covenants made by Cadogan under this Agreement; specifically including the non-competition and non-solicitation covenants set forth herein. As determined in the discretion of the Committee, ADC may make the Deferred Payment in the form of (i) cash or (ii) ADC stock options (“Additional Options”) as set forth below. The final form of the Deferred Payment shall be determined by the Committee on a date which is (1) after the date that a new Chief Executive Officer been named by the Board and assumes responsibilities as such and (2) prior to the end of the Term hereunder.

          (a)      If the Deferred Payment is made in the form of cash, the total amount of such payment shall be $ 4,352,000, after applicable state and federal income taxes related to such payment.  In the case of a cash payment, such payment will be made in two equal installments on November 1, 2001 and November 1, 2002.

          (b)      If the Deferred Payment is made in the form of Additional Options, Cadogan will be granted options to purchase shares of ADC common stock at an exercise price equal to the fair market value of ADC common stock on the effective date of such option grant by ADC.  The number of shares covered by the Additional Options shall be calculated using the “Black Scholes” method of valuation such that the Black Scholes value of the Additional Options on the date of grant shall be $4,352,000.   For purposes of this Agreement, the Black Scholes calculation shall be made in a manner consistent with ADC’s internal methodology as determined by ADC.  If Additional Options are granted, they would be subject to the terms established by the Compensation Committee on the date of grant as well as the terms of the Plan and a NonQualified Stock Option Agreement.  Cadogan acknowledges that he is responsible for any individual taxes related to the Additional Options.

          4.07   Expenses.  In accordance with ADC’s normal policies for expense reimbursement, ADC will reimburse Cadogan for all reasonable and necessary expenses he incurs in performing his duties under this Agreement, subject to the presentment of receipts or other documentation acceptable to ADC.

          5.       Confidential Information/Intellectual Property.  As a condition precedent to ADC performing its obligations hereunder, Cadogan shall execute and deliver to ADC the Employee Invention, Copyright and Trade Secret Agreement in the form attached hereto as Exhibit A (the “Employee Invention Agreement”).

          6.       Compliance with ADC Policies.  During the Term, Cadogan shall comply with all of ADC’s policies in effect for employees of ADC generally, or that are in effect for executive management employees specifically.  Cadogan acknowledges that these policies specifically include the policies that are part of ADC’s Business Conduct Program, as the same may be amended from time to time.

7.     Termination.

          7.01   Termination Due to Cadogan’s Death or Total Disability.  Cadogan’s employment pursuant to this Agreement shall terminate automatically prior to the expiration of the Term in the event of Cadogan’s death or his total disability which results in his inability to perform the duties ADC has or may request that he perform, with or without reasonable accommodation; provided however, that Cadogan has exhausted his entitlement to any applicable leave.  Notwithstanding the termination of Cadogan’s employment pursuant to this Section 7.01, if Cadogan dies or becomes totally disabled during the Term, he (or his estate, as applicable) shall be entitled to receive (i) the compensation which would otherwise have been payable to Cadogan pursuant to Section 4.06; (ii) the compensation otherwise payable pursuant to Sections 4.01 and 4.02, prorated up to the date of termination of Employment under this Section 7.01, and (iii) the Post-Termination Medical Benefits otherwise provided under Section 4.04, subject to the terms thereof.

          7.02   Termination by ADC for Cause.  Cadogan’s employment pursuant to this Agreement shall terminate prior to the expiration of the Term in the event ADC shall determine, in its sole discretion, that there is “cause” to terminate Cadogan’s employment, which shall include any of the following:

          (a)      Cadogan’s breach of any material contractual obligation to ADC or any ADC Affiliate under the terms of this Agreement or the Employee Invention Agreement, or his breach of any fiduciary duty to ADC or any ADC Affiliate;

          (b)      Cadogan’s conviction of any crime involving moral turpitude or any felony;

          (c)      Cadogan’s failure to carry out any reasonable directive of the ADC Board or ADC’s Chief Executive Officer; or

          (d)      Cadogan’s embezzlement of funds or other assets of ADC or any ADC Affiliate.

          If Cadogan acts or fails to act in a manner that ADC determines gives it “cause” to terminate his employment pursuant to Section 7.02(b) or (d), ADC may terminate Cadogan’s employment immediately upon providing written notice thereof to Cadogan.  If Cadogan acts or fails to act in a manner that ADC determines gives it “cause” to terminate his employment pursuant to Section 7.02(a) or (c), ADC shall provide Cadogan with notice of the act or failure to act and a period of thirty (30) days in which to cure the act or failure to act to ADC’s satisfaction, and if at the end of that 30-day period, Cadogan has not cured the act or failure to act to ADC’s satisfaction, ADC may immediately terminate Cadogan’s employment upon providing Cadogan with written notice thereof; provided, however, that if ADC determines the act or failure to act cannot be cured to its satisfaction, ADC has no obligation to provide Cadogan with an opportunity to cure and ADC may terminate Cadogan’s employment for “cause” immediately upon providing Cadogan with written notice thereof.

          ADC may terminate Cadogan’s employment pursuant to this Section 7.02 without regard to the provisions of Section 11; provided, however, that any such termination may give rise to a Dispute (as that term is defined in Section 11.01) that shall be resolved in accordance with Section 11.

          7.03   Request to Cease Providing Services Without Cause.  At any time during the Term, ADC may immediately relieve Cadogan of all of his remaining duties, provided that during the remainder of the Term, Cadogan shall be entitled to compensation pursuant to Section 4.

          7.04   Termination by Cadogan.  Cadogan may terminate this Agreement at any time during the Term by giving sixty (60) days written notice thereof to the ADC Board.  Upon notice of termination by Cadogan, ADC may at its option elect to have Cadogan cease to provide services immediately, provided that during such 60–day notice period Cadogan shall be entitled to base salary compensation pursuant to Section 4.01.

          7.05   Effect of Termination.  Notwithstanding any termination of Cadogan’s employment with ADC, Cadogan acknowledges that he shall remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations arising upon or subsequent to the cessation of Cadogan’s employment, including, but not limited to, the restrictive covenants contained in Section 8 hereof and the Employee Invention Agreement.

          In the event that Cadogan’s employment terminates for any reason, Cadogan will not earn and will have no right to receive any compensation after the effective date of that termination, except as expressly provided in this Agreement, or in the terms and conditions of an ADC compensation plan or program applicable to Cadogan, or as required by applicable law.

          7.06   Surrender of Records and Property.  Upon any cessation of Cadogan’s employment with ADC, Cadogan shall deliver promptly to ADC the SecurID Net Access card, and all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, computer disks, computer software, computer programs (including source code, object code, on-line files, documentation, testing materials and plans and reports), designs, drawings, formulae, data, tables or calculations or copies thereof, which are the property of ADC or any ADC Affiliate or which relate in any way to the business, products, practices or techniques of ADC or any ADC Affiliate, and all other property, trade secrets and confidential information of ADC or any ADC Affiliate, including, but not limited to, all tangible, written, graphical, machine readable and other materials (including all copies) which in whole or in part contain any trade secrets or confidential information of ADC or any ADC Affiliate which in any of these cases are in Cadogan’s possession or under his control.

          8.       Noncompetition and Nonsolicitation.

          8.01   Agreement Not to Compete.  In consideration of the financial and other benefits described in Section 8.07 below, Cadogan agrees that, during the “Covered Period” (as hereinafter defined), he shall not, directly or indirectly, engage in any “Competing Business Activity” (as hereinafter defined), in any manner or capacity (e.g., as an advisor, principal, agent, partner, officer, director, investor, shareholder, employee, member of any association or otherwise) except as expressly permitted under Section 8.03 below.  As used in this Agreement, “Covered Period” shall mean the period commencing on the effective date of this Agreement (as described in Section 2) and ending on the date that is two (2) years after the date on which Cadogan ceases to be employed by ADC  (for whatever reason and whether such cessation is occasioned by Cadogan or ADC).  As used in this Agreement, “Competing Business Activity” shall mean any business activities that are competitive with the business conducted by ADC or any ADC Affiliate on or prior to the date Cadogan ceases to be employed by ADC.

          8.02   Geographical Extent of Covenant.  Cadogan acknowledges that ADC directly, or indirectly through ADC Affiliates, currently is engaged in business on a world-wide basis.  Consequently, Cadogan agrees that his obligations under this Section 8 to refrain from any Competing Business Activity during the Covered Period shall apply in any market, foreign or domestic, in which: (a) ADC or, as applicable, an ADC Affiliate(s), operates during the term of the Covered Period; and (b) ADC or, as applicable, an ADC Affiliate(s), has plans to enter on the date Cadogan ceases to be employed by ADC.

          8.03   Venture Investments.  ADC and Cadogan acknowledge that Cadogan has made investments in early stage companies, and that he is interested in continuing to do so.  Therefore, notwithstanding the limitations in Section 8.01 and 8.02, the parties agree that this Agreement shall not prohibit Cadogan from making such investments in or from acting as an advisor or member of the board of directors of early stage companies, including those engaged in Competing Business Activity; provided that (a) in all events the provisions of Sections 8.04 and 8.05 will apply, and (b) if such company is engaged in a Competing Business Activity, then Cadogan shall not serve as an officer or employee or otherwise being involved in the day to day operations of the company at any time during the Covered Period.

          8.04   Nonsolicitation; Non-hire and Noninterference.  During the Covered Period, Cadogan shall not (a) induce or attempt to induce any employee of ADC or any ADC Affiliate to leave the employ of ADC or such ADC Affiliate, or in any way interfere adversely with the relationship between any such employee and ADC or such ADC Affiliate; (b) induce or attempt to induce any employee of ADC or any ADC Affiliate to work for, render services to, provide advice to, or supply confidential business information or trade secrets of ADC or any ADC Affiliate to any third person, firm or corporation; (c) employ, or otherwise pay for services rendered by, any employee of ADC or any ADC Affiliate in any business enterprise with which Cadogan may be associated, connected or affiliated in any manner; or (d) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of ADC or any ADC Affiliate to cease doing business with ADC or such ADC Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation and ADC or such ADC Affiliate.

          8.05   Indirect Competition or Solicitation.  Cadogan agrees that, during the Covered Period, he will not, directly or indirectly, assist, solicit or encourage any employee of ADC or an ADC Affiliate, or any other person in carrying out, directly or indirectly, any activity that would be prohibited by the provisions of this Section 8 if such activity were carried out by Cadogan, either directly or indirectly.

          8.06   Breach; Notice and Opportunity to Cure.  Cadogan shall have committed a “Breach” of his obligations under this Section 8 if (i) ADC determines Cadogan has acted or failed to act in a manner that constitutes a breach of his obligations under this Section 8 and ADC provides written notice thereof to Cadogan, and (ii) within thirty (30) days of receiving that notice, Cadogan has not cured the identified breach to ADC’s satisfaction; provided, however, that if ADC determines Cadogan’s breach of his obligations under this Section 8 cannot be cured to its satisfaction, ADC will have no obligation to provide Cadogan with an opportunity to cure and Cadogan shall have committed a “Breach” of his obligations under this Section 8 upon ADC providing Cadogan with written notice that it has determined he acted or failed to act in a manner that constitutes a breach of his obligations under this Section 8.  ADC may determine that a “Breach” has occurred without regard to the provisions of Section 11; provided, however, that any such “Breach” may give rise to a Dispute (as that term is defined in Section 11.01) that shall be resolved in accordance with Section 11.

          8.07   Consideration.  Cadogan acknowledges and agrees that ADC’s willingness to employ him during the Term, subject to termination only due to death or total disability, or for “cause” as described in Section 7, above, and the other benefits and compensation that ADC has agreed to provide to him pursuant to this Agreement are adequate consideration for Cadogan’s agreement to undertake the obligations and duties described in this Section 8.

9.       Release of Claims.

          9.01   General Release.  By this Agreement, ADC and Cadogan also intend to settle any and all claims Cadogan has or may have against ADC as the result of Cadogan’s employment with ADC prior to the date Cadogan executes this Agreement.  In exchange for the consideration expressed here, Cadogan hereby completely releases and waives any and all claims, complaints, causes of action, demands, suits, and damages, of any kind or character, which he has or may have against ADC and/or its employees, agents, officers, directors, counsel, predecessors, successors, subsidiaries, affiliates, assigns, and insurers and each and all thereof (collectively, the “Released Parties”), arising out of any acts, omissions, statements, conduct, decisions, behavior, or events occurring up through the date of his signature on this Agreement.

          Cadogan understands and accepts that his release of claims includes, but is not limited to, claims based upon:  Title VII of the Federal Civil Rights Act of 1964, as amended; the Americans with Disabilities Act; the Equal Pay Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Minnesota Human Rights Act; or any other federal, state or local statute, ordinance or law.  Cadogan also understands that he is giving up all other claims, including those grounded in contract or tort theories, including but not limited to:  wrongful discharge; violation of Minn. Stat. §176.82; breach of contract; tortious interference with contractual relations; promissory estoppel; breach of the implied covenant of good faith and fair dealing; breach of express or implied promise; breach of manuals or other policies; breach of fiduciary duty; assault; battery; fraud; false imprisonment; invasion of privacy; intentional or negligent misrepresentation; defamation, including libel, slander, discharge defamation and self-publication defamation; discharge in violation of public policy; whistleblower; intentional or negligent infliction of emotional distress; or any other theory, whether legal or equitable.

          Cadogan further understands that he is releasing, and does hereby release, any claims for damages, by charge or otherwise, whether brought by him or on his behalf by any other party, governmental or otherwise, and agrees not to institute any claims for damages via administrative or legal proceedings against any of the Released Parties.  Cadogan also waives and releases any and all rights to money damages or other legal relief awarded by any governmental agency related to any charge or other claim.

          9.02   Right to Revoke and Rescind.  After signing and dating this Agreement, Cadogan may revoke it insofar as it extends to his release of claims under the Minnesota Human Rights Act (MHRA) only if he delivers a written rescission to ADC within fifteen (15) days after signing this Agreement.  Cadogan must deliver any such revocation by hand within the applicable period or send it by certified mail within the applicable period to Laura Owen, Vice President - Human Resources, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, MN 55440-1101.  If Cadogan exercises his right to revoke, ADC may at its option either nullify this Agreement, or keep it in effect in all respects other than as to Cadogan’s release of claims that he has revoked.  If ADC chooses to nullify this Agreement, neither Cadogan nor ADC shall have any rights or obligations under it.

          9.03   Release of Claims Upon Resignation.  In exchange for the consideration expressed in this Agreement, Cadogan further agrees that, upon the termination or resignation of his employment during, or at the expiration of, the Term, he will execute a general release of claims in a form substantially similar to the provisions in this Section 9.

          10.     Service on Board of Directors.  Currently, Cadogan is a Member and Chairman of the ADC Board.  At any time during the Term and for so long thereafter as Cadogan remains a Member of the ADC Board, ADC may request that Cadogan resign his position as a Member of ADC Board and Cadogan agrees to resign immediately upon such request.

          11.     Dispute Resolution.

          11.01 Dispute Resolution Process.  ADC and Cadogan desire to establish a reasonable and confidential means of resolving any dispute arising out of or relating to (i) this Agreement or the alleged breach or threatened breach of it, (ii) the making of this Agreement, including claims of fraud in the inducement, (iii) Cadogan’s employment by ADC pursuant to this Agreement, including claims of wrongful termination or discrimination, or (iv) any activities by Cadogan following the cessation of his employment with ADC (each such dispute to be referred to herein as a “Dispute”).  In furtherance of the parties’ mutual desire, ADC and Cadogan agree that if either party believes a Dispute exists, that party shall provide the other with written notice of the claimed Dispute.  Upon receipt of that written notice, the following procedure shall be the exclusive means of fully and finally resolving the Dispute.  Within thirty (30) days of the other party receiving that notice, Cadogan and appropriate management representatives of ADC will meet to attempt to resolve amicably the Dispute.  If a mutually agreeable resolution is not reached within thirty (30) days following the parties’ first meeting, the parties will engage in mediation with a neutral mediator, said mediation to be held within forty-five (45) days of the final meeting between Cadogan and ADC’s representatives.  If the dispute is not resolved through mediation, the dispute shall be resolved exclusively by final and binding arbitration held in accordance with the provisions of this Agreement and the American Arbitration Association (“AAA”) National Rules for the Resolution of Employment Disputes then in effect, unless such rules are inconsistent with the provisions of this Agreement.  In connection with such arbitration:

          (a)      Any such arbitration shall be conducted: (i) by a neutral arbitrator appointed by mutual agreement of the parties; or (ii) failing such agreement, by a neutral arbitrator appointed in accordance with said AAA rules;

          (b)      The parties shall be permitted reasonable discovery in accordance with the provisions of the Minnesota Rules of Civil Procedure, including the production of relevant documents by the other party, the exchange of witness lists, and a limited number of depositions, including depositions of any expert who will testify at the arbitration;

          (c)      The summary judgment procedure applicable under Rule 56 of the Minnesota Rules of Civil Procedure shall be available and apply to any arbitration conducted pursuant to this Agreement;

          (d)      The arbitrator’s award shall include findings of fact and conclusions of law showing the legal and factual bases for the arbitrator’s decision;

          (e)      The arbitrator shall have the authority to award to the prevailing party any remedy or relief that a United States District Court or court of the State of Minnesota could order or grant if the dispute had first been brought in that judicial forum, including costs and attorneys’ fees;

          (f)       The arbitrator’s award may be entered by any court of competent jurisdiction; and

          (g)      Unless otherwise agreed by the parties, the place of any arbitration proceeding shall be Minneapolis, Minnesota.

          11.03 Confidentiality of Dispute Resolution.  Except as the parties shall agree in writing or upon court order, neither ADC nor Cadogan will disclose to any third party, except for their counsel, retained experts and other persons directly serving counsel or retained experts, any fact or information in any way pertaining to the process of resolving a Dispute under this Section 11, or to the fact of or any term that is part of a resolution or settlement of any Dispute.  This prohibition on disclosure specifically includes, without limitation, any disclosure of an oral statement or of a written document made or provided by either Cadogan or ADC, or by any of its or his representatives, counsel or retained experts, or other persons directly serving any representatives, counsel or retained experts.

          11.04 ADC’s Right to Injunctive Relief.  Cadogan acknowledges and agrees that the services to be rendered by him hereunder are of a special, unique and extraordinary character, that it would be difficult to replace such services and that any violation of Sections 5, 7.06 or 8 hereof or of the Employee Invention Agreement would be highly injurious to ADC and/or to any ADC Affiliate and that it would be extremely difficult to compensate ADC and/or any ADC Affiliate fully for damages for any such violation.  Accordingly, the terms of this Section 11 notwithstanding, Cadogan specifically agrees that ADC or any ADC Affiliate, as the case may be, shall be entitled to obtain temporary and permanent injunctive relief from a court of law, said relief to be obtained in accordance with Section 12.01, to enforce the provisions of Sections 5, 7.06 and 8 hereof, and the Employee Invention Agreement, and that such relief may be granted without the necessity of proving actual damages and without necessity of posting any bond.  This provision with respect to injunctive relief shall not, however, diminish the right of ADC or any ADC Affiliate to claim and recover damages, or to seek and obtain any other relief available to it pursuant to the provisions of this Section 11.

12.     Miscellaneous.

          12.01 Governing Law and Venue Selection.  This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to conflicts of laws principles thereof, or those of any other state of the United States of America, or of any other country, province or city.  The parties agree that any litigation in any way relating to this Agreement or to Cadogan’s employment by ADC, including but not limited to any action brought pursuant to Section 11.04, will be venued in the State of Minnesota, Hennepin County District Court, or the United States District Court for the District of Minnesota.  Cadogan and ADC hereby consent to the personal jurisdiction of these courts and waive any objection that such venue is inconvenient or improper.

          12.02 Notice.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when actually delivered, when sent by telefacsimile, with electronic confirmation of receipt, or when mailed by United States registered mail, postage prepaid, addressed to the other party as follows:

                    If to ADC, to:

                    ADC Telecommunications, Inc.
                    Attention: General Counsel
                    P.O. Box 1101
                    Minneapolis, Minnesota 55440-1101
                    Fax (952) 946-3209

                    If to Cadogan, to:

                    William J. Cadogan
                    18530 Bearpath Trail
                    Eden Prairie, Minnesota 55347
                    Fax (952) 906-0310

Either party may change its address for purposes of this Section 12.02 by giving 15 days prior notice to the other party.

          12.03 Prior Agreements.  This Agreement (including other agreements specifically mentioned in this Agreement) contains the entire agreement of the parties relating to the employment of Cadogan by ADC and the other matters discussed herein, and supersedes all prior proposals, promises, contracts, agreements and understandings of any kind, whether express or implied, oral or written, with respect to such subject matter (including, but not limited to, any proposal, promise, contract, agreement or understanding, whether express or implied, oral or written, by and between ADC and Cadogan), and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or in the other agreements mentioned herein.

          12.04 Withholding Taxes.  ADC may take such action as it deems appropriate to insure that all applicable federal, state, city and other payroll, withholding, income or other taxes (“Taxes”) arising from any compensation, benefits or any other payments made pursuant to this Agreement, or any other contract, agreement or understanding which relates, in whole or in part, to Cadogan’s employment with ADC. are withheld or collected from Cadogan.

          12.05 Amendments.  No amendment or modification of this Agreement shall be deemed effective unless made in writing and signed by Cadogan and ADC.

          12.06 No Waiver.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.  Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived, and shall not constitute a waiver of such term or condition for the future or as to any act other than as specifically set forth in the waiver.

          12.07 Assignment.  This Agreement shall not be assignable, in whole or in part, by any party without the written consent of the other party, except that ADC may, without the consent of Cadogan, assign its rights and obligations under this Agreement to any ADC Affiliate or to any corporation, firm or other business entity with or into which ADC may merge or consolidate, or to which ADC may sell or transfer all or substantially all of its assets, or of which 50% or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under common ownership with, ADC.  After any such assignment by ADC, ADC shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be ADC for the purposes of all provisions of this Agreement including this Section 12.07.

          12.08 Severability.  To the extent any provision of this Agreement shall be determined to be invalid or unenforceable in any jurisdiction, such provision shall be deemed to be deleted from this Agreement as to such jurisdiction only, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected.  In furtherance of and not in limitation of the foregoing, Cadogan expressly agrees that should the duration of, geographical extent of, or business activities covered by Section 8 of this Agreement be in excess of that which is valid or enforceable under applicable law in a given jurisdiction, then such provision, as to such jurisdiction only, shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered.  Cadogan acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law in each applicable jurisdiction.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the first paragraph.

ADC TELECOMMUNICATIONS, INC.

By /s/ Laura N. Owen

Name: Laura N. Owen

Title: Vice President, Human Resources

CADOGAN

/s/ William J. Cadogan

WILLIAM J. CADOGAN

Signed on February 12, 2001 effective as of
 November 1, 2000.