Exhibit 10-n**ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN****(2006 Restatement)**First Effective September 1, 1990As Restated on December 12, 2006,And Generally Effective January 1, 2005
 

 
Exhibit 10-n**ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN****(2006 Restatement)****TABLE OF CONTENTS**                               **Page**PREAMBLES              1                  SECTION 1 INTRODUCTION  2                     1.1.   Application of Restatement       1.2.   Definitions           1.2.1.  Accounts              (a) Total Account              (b) Excess Savings Account              (c) Fixed Match Account              (d) Performance Match Account              (e) Transition Benefit Account           1.2.2.  Affiliate           1.2.3.  Annual Enrollment Period           1.2.4.  Annual Valuation Date           1.2.5.  Beneficiary           1.2.6.  Code           1.2.7.  Compensation           1.2.8.  Compensation Committee           1.2.9.  Disability           1.2.10.  Employer           1.2.11.  ERISA           1.2.12.  Excess Compensation           1.2.13.  Excess Savings Election           1.2.14.  Participant           1.2.15.  Plan           1.2.16.  Plan Statement           1.2.17.  Prior Plan Statement           1.2.18.  Plan Year           1.2.19.  Principal Sponsor           1.2.20.  Recognized Employment           1.2.21.  Retirement Committee           1.2.22.  Retirement Savings Plan           1.2.23.  Separation from Service    
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                               **Page**       1.2.24.  Unit Share           1.2.25.  Valuation Date           1.2.26.  Vested       1.3.   Rules of Interpretation                     SECTION 2. ELIGIBILITY AND ENROLLMENT  7                     2.1.   Eligibility       2.2.   Special Eligibility Rule for Transition Benefit       2.3.   Excess Savings Election           2.3.1.  Deferral Percentages           2.3.2.  Automatic Cancellation           2.3.3.  Voluntary Cancellation           2.3.4.  Manner of Election           2.3.5.  Employer Administrative Error       2.4.   Specific Exclusion                     SECTION 3. ADDITIONS TO ACCOUNTS  9                     3.1.   Excess Compensation Deferrals           3.1.1.  Amount           3.1.2.  Crediting the Account       3.2.   Fixed Match           3.2.1.  Amount           3.2.2.  Crediting the Account           3.2.3.  Eligible Participant       3.3.   Performance Match           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  12                     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 and Limitations       4.2.   Dividend Adjustment for Phantom Stock       4.3.   Antidilution Adjustment for Phantom Stock       4.4.   Not Funded    
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                               **Page**SECTION 5. VESTING ACCOUNTS  14                  SECTION 6. DISTRIBUTION UPON SEPARATION FROM SERVICE  15                     6.1.   Time of Distribution           6.1.1.  Lump-Sum Distributions           6.1.2.  Annual Installment Distributions           6.1.3.  Actual Distribution Dates       6.2.   Forms of Distribution       6.3.   Modification of Initial Designation       6.4.   Distribution in Cash                     SECTION 7. DISTRIBUTION UPON DEATH AND DISABILITY  18                     7.1.   Before Separation from Service       7.2.   After Separation from Service       7.3.   Actual Distribution Dates       7.4.   Distribution in Cash       7.5.   Designation of Beneficiaries           7.5.1.  Right To Designate           7.5.2.  Failure of Designation           7.5.3.  Disclaimers of Beneficiaries           7.5.4.  Definitions           7.5.5.  Special Rules           7.5.6.  Spousal Rights       7.6.   Facility of Payment                     SECTION 8. SPENDTHRIFT PROVISIONS  22                  SECTION 9. AMENDMENT, TERMINATION AND CHANGE IN CONTROL  23                     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.  Separation from Service           9.2.5.  Pending Installment Distributions           9.2.6.  Not Amendable     SECTION 10. ADMINISTRATION  25                     10.1.   Authority       10.2.   Liability    
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                               **Page**   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       10.7.   Code § 162(m) Delay                     SECTION 11. PLAN ADMINISTRATION  28                     11.1.   Principal Sponsor           11.1.1.  Compensation Committee           11.1.2.  Amendment       11.2.   Conflict of Interest       11.3.   Administrator       11.4.   Service of Process                     SECTION 12. DISCLAIMERS  29                     12.1.   Term of Employment       12.2.   Employment       12.3.   Source of Payment       12.4.   Guaranty       12.5.   Delegation                     APPENDIX A — CHANGE IN CONTROL SPECIAL DEFINITIONS  A-1 
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**ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN****(2006 Restatement)**     WITNESSETH: That     WHEREAS, ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (the “Principal Sponsor”), byresolution 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 groupof management or highly compensated eligible employees, which in its most recently restated form isembodied in a document effective January 1, 2002 and entitled “ADC Telecommunications, Inc. 401(k)Excess Plan (2002 Restatement);” and     WHEREAS, The Principal Sponsor has reserved to itself the power to make further amendments ofthe Plan documents; and     WHEREAS, It is desired to amend and restate the Plan documents to be a single document in themanner hereinafter set forth;     NOW, THEREFORE, The Plan documents are hereby amended and restated, generally effective as ofJanuary 1, 2005, to read in full as follows:
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**SECTION 1****INTRODUCTION**1.1. **Application of Restatement**. The terms of this restated Plan Statement are intended tocomply with section 409A of the Code, as added by the American Jobs Creation Act of 2004. Theterms of this restated Plan Statement shall apply to: (i) deferred compensation that relates allor in part to services performed on or after January 1, 2005 (*i.e*., deferred compensation which issubject to section 409A of the Code), and (ii) deferred compensation that relates entirely toservices performed on or before December 31, 2004 (*i.e*., deferred compensation which is not subjectto section 409A of the Code) if such deferred amounts were not yet paid from the Plan as of theadoption of this restated Plan Statement. The terms of this restated Plan Statement are generallyeffective January 1, 2005, with the exception that Section 3.1.1 and Section 3.2.1 as revised bythis Plan Statement are effective January 1, 2006, and Section 4.1 as revised by this PlanStatement is effective February 1, 2007.1.2. **Definitions**. When the following terms are used herein with initial capital letters, theyshall have the following meanings:     1.2.1. **Accounts**— the following Accounts will be maintained under the Plan for Participants: (a) **Total Account**— for convenience of reference, the separate unfunded andunsecured general obligation of the Employer established with respect to each personwho is a Participant in the Plan in accordance with Section 2, including theParticipant’s Excess Savings Account, Fixed Match Account, Performance Match Accountand Transition Benefit Account.  (b) **Excess Savings Account**— the bookkeeping account maintained for eachParticipant to which is credited the voluntary deferral amounts specified in Section3.1.  (c) **Fixed Match Account**— the bookkeeping account maintained for eachParticipant to which is credited the fixed matching contribution amounts specified inSection 3.2.  (d) **Performance Match Account**— the bookkeeping account maintained for eachParticipant to which is credited the performance matching contribution amountsspecified in Section 3.3.  (e) **Transition Benefit Account**— the bookkeeping account maintained for eachParticipant to which is credited the amount specified in Section 3.4.
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     1.2.2. **Affiliate**— a business entity which is under “common control” with the Employer orwhich is a member of an “affiliated service group” that includes the Employer, as those terms aredefined in section 414(b), (c) and (m) of the Code. A business entity, which is a predecessor tothe Employer, shall be treated as an Affiliate if the Employer maintains a plan of such predecessorbusiness entity or if, and to the extent that, such treatment is otherwise required by regulationsunder section 414(a) of the Code. A business entity shall also be treated as an Affiliate if, andto the extent that, such treatment is required by regulations under section 414(o) of the Code. Inaddition to said required treatment, the Principal Sponsor may, in its discretion, designate as anAffiliate 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 suchlimitations as the Principal Sponsor may impose.     1.2.3. **Annual Enrollment Period**— the time period designated by the ADC Telecommunications,Inc. Corporate Benefits Department during which eligible employees may, pursuant to rulesestablished by the ADC Telecommunications, Inc. Corporate Benefits Department, enroll in the Planas Participants or change their deferral percentages under the Plan. An Annual Enrollment Periodfor a Plan Year will end no later than December 31 of the preceding Plan Year.     1.2.4. **Annual Valuation Date**— each December 31.     1.2.5. **Beneficiary**— a person designated by a Participant (or automatically by operation ofthis Plan Statement) to receive all or a part of the Participant’s Total Account in the event ofthe Participant’s death prior to full distribution thereof. A person so designated becomes aBeneficiary after the death of the Participant with respect to whom the person is a Beneficiary.     1.2.6. **Code**— the Internal Revenue Code of 1986, including applicable regulations for thespecified 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 lateramendment or replacement of that section or regulation.     1.2.7. **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) ofthe Code ($220,000 in 2006, and as subsequently adjusted for increases in cost of living).     1.2.8. **Compensation Committee**— the Committee known as the Compensation Committee of the Boardof Directors of ADC Telecommunications, Inc.     1.2.9. **Disability**— the Participant is, by reason of any medically determinable physical ormental impairment which can be expected to result in death or can be expected to last for acontinuous period of not less than twelve (12) months, receiving income replacement benefits for aperiod of not less than three months under the ADC Group Long Term Disability Plan.Notwithstanding the foregoing, the term Disability shall at all times be interpreted in a manner soas not to violate section 409A of the Code.
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     1.2.10. **Employer**— the Principal Sponsor, any business entity affiliated with the PrincipalSponsor that adopts the Plan, and any successor thereof that adopts the Plan.     1.2.11. **ERISA**— the Employee Retirement Income Security Act of 1974, including applicableregulations for the specified section of ERISA. Any reference in this Plan Statement to a sectionof ERISA, including the applicable regulation, shall be considered also to mean and refer to anysubsequent amendment or replacement of that section or regulation.     1.2.12. **Excess Compensation**— Compensation for a Plan Year that exceeds the limitations insection 401(a)(17) of the Code for such Plan Year ($220,000 in 2006, and as subsequently adjustedfor increases in the cost of living).     1.2.13. **Excess Savings Election**— the election which may be made by a Participant as providedin Section 2.3.     1.2.14. **Participant**— an employee of the Employer who has satisfied the eligibility rules inSection 2 and receives a credit under an Account pursuant to the rules of Section 3. An employeewho has become a Participant shall be considered to continue as a Participant in the Plan until theParticipant’s date of death or if earlier, the date upon which the Participant is no longeremployed in Recognized Employment and upon which the Participant no longer has any Account underthe Plan (that is, the Participant has received a distribution of all of the Participant’s TotalAccount, if any).     1.2.15. **Plan**— the program of deferred compensation and supplemental retirement income benefitof the Employer established for the benefit of employees eligible to participate therein, as firstset forth in this Plan Statement. (As used herein, “Plan” refers to the legal entity establishedby the Employer and not to the document pursuant to which the Plan is maintained. That document isreferred to herein as the “Plan Statement.”) The Plan shall be referred to as the ADCTELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN.”     1.2.16. **Plan Statement**— this document entitled ADC TELECOMMUNICATIONS, INC. 401(k) EXCESSPLAN (2006 Restatement)” as adopted by the Principal Sponsor effective January 1, 2005, as the samemay be amended from time to time thereafter.     1.2.17. **Prior Plan Statement**— the series of documents pursuant to which the Plan wasestablished effective as of September 1, 1990, and operated thereafter until the effective date ofthis Plan Statement.     1.2.18. **Plan Year**— the twelve (12) consecutive month period ending on any Annual ValuationDate.     1.2.19. **Principal Sponsor**— ADC TELECOMMUNICATIONS, INC., a Minnesota corporation.
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     1.2.20. **Recognized Employment**— employment as a common law employee of the Employer in aposition which is: (a) classified as Recognized Employment under the Retirement Savings Plan; and  (b) a sales management position at an ADC job grade level of eighteen (18) orany other position at an ADC job grade level of nineteen (19) or above.The Employer’s classification of a person at the time of inclusion or exclusion in RecognizedEmployment shall be conclusive for the purpose of the foregoing rules. No reclassification of aperson’s status with the Employer, for any reason, without regard to whether it is initiated by acourt, governmental agency or otherwise and without regard to whether or not the Employer agrees tosuch reclassification, shall result in the person being included in Recognized Employment, eitherretroactively or prospectively. Any uncertainty concerning a person’s classification shall beresolved by excluding the person from Recognized Employment.     1.2.21. **Retirement Committee**— the Committee known as the ADC Retirement Committee.     1.2.22. **Retirement Savings Plan**— the tax-qualified defined contribution plan of the PrincipalSponsor established for the benefit of employees eligible to participate therein, as set forth inthe document entitled “ADC RETIREMENT SAVINGS PLAN TRUST AGREEMENT (1999 Restatement)” as adoptedby the Principal Sponsor effective as of April 1, 1999, as the same may be amended from time totime thereafter.     1.2.23. **Separation from Service**— a complete termination of employment with the Employer andall Affiliates, whether voluntary or involuntary, other than on account of the Participant’s deathor Disability. Notwithstanding theforegoing, a termination of employment shall not constitute a Separation from Service forpurposes of Section 6 and Section 9.2 unless such termination of employment constitutes a“separation from service,” as that term is defined under section 409A of the Code).     1.2.24. **Unit Share**— a bookkeeping unit which is the equivalent of one (1) share of commonstock of the Principal Sponsor (as adjusted pursuant to Section 4.2 or Section 4.3).     1.2.25. **Valuation Date**— the Annual Valuation Date and any day during which the New York StockExchange is open for business or any other date chosen by the Retirement Committee.     1.2.26. **Vested**— nonforfeitable, *i.e.*, a claim obtained by a Participant or the Participant’sBeneficiary to that part of an immediate or deferred benefit hereunder which arises from theParticipant’s service, which is unconditional and which is legally enforceable against the Plan.
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1.3. **Rules of Interpretation**. An individual shall be considered to have attained a given age onthe individual’s birthday for that age (and not on the day before). The birthday of any individualborn 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 madeunder the Plan, any individual who feloniously and intentionally kills a Participant or Beneficiaryshall be deemed for all purposes of this Plan and all elections and designations made under thisPlan to have died before such Participant or Beneficiary. A final judgment of conviction offelonious and intentional killing is conclusive for the purposes of this Section. In the absenceof a conviction of felonious and intentional killing, the Employer shall determine whether thekilling 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 maybe read in the singular; and the words “hereof”, “herein” or “hereunder” or other similar compoundsof the word “here” shall mean and refer to this entire Plan Statement and not to any particularparagraph 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 ofreference only and are not part of this Plan Statement, and they shall not be considered indetermining the purpose, meaning or intent of any provision hereof. Any reference in this PlanStatement to a statute or regulation shall be considered also to mean and refer to any subsequentamendment or replacement of that statute or regulation. This document has been adopted in theState of Minnesota and has been drawn in conformity to the laws of that State and shall, except tothe extent that federal law is controlling, be construed and enforced in accordance with the lawsof the State of Minnesota.
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**SECTION 2****ELIGIBILITY AND ENROLLMENT**2.1. **Eligibility**. An employee is eligible to enroll in this Plan for a Plan Year if suchemployee: (i) is in Recognized Employment on the November 1 immediately proceeding such Plan Year;and (ii) is selected by the Retirement Committee to participate in the Plan for such Plan Year.2.2. **Special Eligibility Rule for Transition Benefit**. Any employee of the Employer or an Affiliatewho, in a Plan Year (including 2005), receives: (i) Excess Compensation or is expected to receiveCompensation in excess of $140,000 for such Plan Year (or such higher amount as shall be determinedby the Retirement Committee from time to time) and (ii) a transition benefit under the ADCRetirement Savings Plan, shall be eligible for a Transition Benefit contribution under this Plan.2.3. **Excess Savings Election**. To enroll for participation in this Plan, an eligible employee mustmake an Excess Savings Election during the Annual Enrollment Period for the Plan Year in which theemployee desires to participate in the Plan. Subject to the provisions of Section 2.3.2 andSection 2.3.3, an employee’s Excess Savings Election shall remain in effect for each subsequentPlan Year.     2.3.1. **Deferral Percentages**. Elections for deferred Excess Compensation may be made inincrements of one percent (1%) and shall be equal to not less than one percent (1%) nor more thanfifteen percent (15%) of the amount of the employee’s Excess Compensation. Such elections may bechanged during any Annual Enrollment Period.     2.3.2. **Automatic Cancellation**. An employee’s Excess Savings Election shall be automaticallycancelled upon the Participant’s Separation from Service or death. If the Participant remains anemployee of the Employer but is no longer in Recognized Employment, the employee’s Excess SavingsElection shall be automatically cancelled effective as of December 31 of the Plan Year in which theemployee is no longer eligible to participate in this Plan.     2.3.3. **Voluntary Cancellation**. An eligible employee who has an Excess Savings Election ineffect may cancel completely the Excess Savings Election as of any December 31. Written notice ofthe cancellation must be delivered to the Employer during the Annual Enrollment Period for the PlanYear in which the employee desires the cancellation to be effective.     2.3.4. **Manner of Election**. The Employer shall specify the manner of the Excess SavingsElection (*e.g*., written, telephonic, electronic or any combination thereof), the manner of anymodification to the Excess Savings Election, and all procedures for the delivery and acceptance ofany forms and notices.     2.3.5. **Employer Administrative Error**. Notwithstanding anything in this Section to thecontrary, the Employer, in its sole discretion, may modify or accept an eligible employee’s
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ExcessSavings Election during the Plan Year if the modification is necessary to correct an administrativeerror made by the Employer or if the Plan Administrator has failed to initially enroll theParticipant as of January 1. However, such modification shall only be to the extent necessary tocorrect the error.2.4. **Specific Exclusion**. Notwithstanding anything apparently to the contrary in the Plan or in anywritten communication, summary, resolution or document or oral communication, no individual shallbe a Participant in the Plan, develop benefits under the Plan or be entitled to receive benefitsunder the Plan (either for the individual or the individual’s survivors) unless such individual isa member of a select group of management or highly compensated employees (as that expression isused in ERISA). If a court of competent jurisdiction, any representative of the U.S. Department ofLabor or any other governmental, regulatory or similar body makes any direct or indirect, formal orinformal, determination that an individual is not a member of a select group of management orhighly 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 sodefined has been erroneously treated as a Participant in the Plan, upon discovery of such errorsuch individual’s erroneous participation shall immediately terminate *ab initio*and upon demandsuch individual shall be obligated to reimburse the Principal Sponsor for all amounts erroneouslypaid to that individual.
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**SECTION 3****ADDITIONS TO ACCOUNTS**3.1. **Excess Compensation Deferrals**.     3.1.1. **Amount**. The Employer shall credit each Participant’s Excess Savings Account with theamount of deferred Excess Compensation agreed to by each Participant pursuant to the Participant’sExcess Savings Election. No Excess Compensation deferrals shall be credited to an eligibleemployee’s Excess Savings Account for a Plan Year prior to the date the employee has earned ExcessCompensation (*i.e*., Compensation that exceeds the limitations in Section 401(a)(17) of the Code forsuch Plan Year). This Section 3.1.1 as revised by this Plan Statement is effective January 1,2006.     3.1.2. **Crediting the Account**. The amount of Excess Compensation deferred with respect to eachParticipant shall be credited in dollar amounts to the Participant’s Excess Savings Account as soonas administratively practicable following each pay period for which the Excess Compensation wasdeferred.3.2. **Fixed Match**.     3.2.1. **Amount**. The Employer shall credit each eligible Participant’s Fixed Match Account withan amount equal to fifty percent (50%) of the first six percent (6%) of reduction in ExcessCompensation for each pay period which was agreed to by the Participant pursuant to an ExcessSavings Election. This Section 3.2.1 as revised by this Plan Statement is effective January 1,2006.     3.2.2. **Crediting the Account**. The fixed match shall be credited in dollar amounts to theeligible Participant’s Match Account as soon as administratively practicable following each payperiod 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 as of the payday coincident with or next following the datesuch Participant has completed the match eligibility requirements under Section 2.1.2 of theRetirement Savings Plan. Excess Compensation paid by the Employer as of any payday prior to thedate the employee has completed the match eligibility requirements under Section 2.1.2 of theRetirement Savings Plan shall not be taken into account for purposes of determining the amount ofthe fixed match additions under this Section 3.2.3.3. **Performance Match**.     3.3.1. **Amount**. Each Plan Year, the Employer may (but shall not be required to) credit to eacheligible Participant’s Performance Match Account an amount which shall be
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determined by multiplyingthe Performance Match Contribution percentage under the Retirement Savings Plan for such Plan Yeartimes the amount of the Participant’s excess savings deferrals on the first six percent (6%) ofExcess Compensation under this Plan.     3.3.2. **Crediting the Account**. The performance match shall be credited in dollar amounts tothe eligible Participant’s Performance Match Account as soon as administratively practicablefollowing the Annual Valuation Date for 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 as of the payday coincident with or next following the datesuch Participant has completed the match eligibility requirements under Section 2.1.2 of theRetirement Savings Plan, and only if such Participant is on the last day of such Plan Year anemployee of the Employer or an Affiliate (including for this purpose any Participant who then is ontemporary layoff or authorized leave of absence or who, during such Plan Year, was inducted intothe Armed Forces of the United States from employment with the Employer). Excess Compensation paidby the Employer as of any payday prior to the date the employee has completed the match eligibilityrequirements under Section 2.1.2 of the Retirement Savings Plan shall not be taken into account forpurposes of determining the amount of the performance match under this Section 3.3.3.4. **Transition Benefit**.     3.4.1. **Amount**. For a Plan Year in which an employee is eligible for a transition benefitunder this Plan, the Employer shall credit a Transition Benefit Account established for suchemployee with an addition equal to the sum of the following: (a) an amount equal to the employee’s Excess Compensation for such Plan Yearmultiplied by the transition benefit percentage determined for such employee underthe Retirement Savings Plan for such Plan Year, and  (b) the amount of any transition benefit (other than the amount identified inparagraph (a) above) to be allocated to such employee which is in excess of themaximum permissible addition which would have been contributed on behalf of theParticipant under the Retirement Savings Plan but for the limitation on annualadditions imposed under section 415 of the Code.     3.4.2. **Crediting the Account**. The transition benefit under paragraph 3.4.1(a) shall becredited in dollar amounts to the Participant’s Transition Benefit Account as soon asadministratively practicable following the last day of the calendar month for which the benefit ismade. The transition benefit under paragraph 3.4.1(b) shall be credited in dollar amounts to theParticipant’s Transition Benefit Account as soon as administratively practicable following theAnnual Valuation Date in the Plan Year (including the Plan Year ending December 31, 2005) for whichthe benefit is made.
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3.5. **Nonduplication of Benefits**. The Plan shall be construed to prevent the duplication ofbenefits provided under any other plan or arrangement, whether qualified or nonqualified, funded orunfunded, to the extent that such other benefits are provided directly or indirectly by theEmployer.
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**SECTION 4****ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS**4.1. **Participant Accounts**. This Section 4.1 as revised by this Plan Statement is effectiveFebruary 1, 2007.     4.1.1. **Establishment of Accounts**. The Retirement Committee shall cause a bookkeeping accountto be kept in the name of each Participant which shall reflect the value of the Participantelective deferrals, fixed match, performance match, transition benefit, and any earnings thereon,credited to each Account of a Participant.     4.1.2. **Adjustment of Accounts**. The Retirement Committee shall cause the value of each Accountto be increased (or decreased) from time to time for distributions, additions, investment gains (orlosses) and expenses charged to the Account.     4.1.3. **Investment of Accounts**. Except as provided in Sections 4.2 and 4.3, amounts creditedto a Participant’s Account will be adjusted for gains and losses to the same extent that equalamounts would have been adjusted if they had been invested as directed by the Participant in thesubfund or subfunds designated by the Retirement Committee. Notwithstanding the RetirementCommittee’s authority to establish operational rules or revise subfunds in accordance with Sections4.1.3 and 4.1.4, the Plan shall maintain one subfund consisting exclusively of Unit Shares andnotional cash or other short term cash equivalents (hereinafter, the “ADC Phantom Stock Fund”).     4.1.4. **Rules and Limitations**. The Retirement Committee shall establish additional rules forthe adjustment of Accounts, including the times when benefits shall be credited under Section 3 forthe purpose of crediting gains or losses under this Section 4. Notwithstanding the foregoing, theADC Phantom Stock Fund shall be operated in accordance with the following rules. Subject to anylimitations imposed by the Retirement Committee or in order to (1) comply with federal or statesecurities laws; (2) prevent abusive market timing or other abusive trading activity detrimental tothe performance of the ADC Phantom Stock Fund or (3) facilitate any “blackout” or other temporarysuspension of trading necessary in connection with the administration of the Plan, each Participant(and Beneficiary, as applicable) shall be permitted to: (a) direct investment of not more than twenty percent (20%) of theParticipant’s future contribution credits (*i.e*., elective deferrals, matching creditsand transition benefits, if any) into the ADC Phantom Stock Fund;  (b) as of any date that both the Plan’s recordkeeper and the New York StockExchange are open (a “business day”), direct transfer of any portion of aParticipant’s Account balance from any subfund into the ADC Phantom Stock Fund;provided, however, that the direction shall be honored at any
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   given point in timeonly to the extent that, immediately after such transfer, not more than twentypercent (20%) of the individual’s Account is invested in the ADC Phantom Stock Fund;and  (c) as of any business day, direct transfer of all or any portion of theParticipant’s Account from the ADC Phantom Stock Fund into any other subfundavailable under the Plan for Participant direction.4.2. **Dividend Adjustment for Phantom Stock**. At such time that dividends are paid on common stockof the Employer, the Unit Shares credited to the Participant’s Account, if any, shall be increasedby crediting in Unit Shares the amount of the dividend which would have been paid if the number ofUnit 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 stockof the Employer, of whatever class or series, are increased, decreased or changed into or exchangedfor a different number or kind of shares or other securities of the Employer or of anothercorporation by reason of any reorganization, merger, consolidation, recapitalization,reclassification, stock split-up, combination of shares, stock dividends or otherwise, then thenumber of Unit Shares credited to the Participant’s Account, if any, shall be adjusted so that theresulting number of Unit Shares shall be in the same ratio to the original number of Unit Shares asthe number of shares of stock of the Employer, of whatever class or series, outstanding immediatelyafter the transaction described above giving rise to an adjustment hereunder bears to the number ofshares of stock of the Employer, of whatever class or series, outstanding immediately prior to thetransaction. Adjustments shall be made as are necessary to prevent dilution or enlargement of thebenefits credited under the Plan.4.4. **Not Funded**. The obligation of the Employer to make payments under this Plan constitutes onlythe unsecured (but legally enforceable) promise of the Employer to make such payments, and theParticipant shall have no lien, prior claim or other security interest in any property of theEmployer. No fund, trust or account (other than a bookkeeping account or reserve) will beestablished or maintained by the Employer for the purpose of funding or paying the benefitspromised under this Plan. If such a fund is established, the property therein shall remain thesole and exclusive property of the Employer. The Employerwill 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 thepurpose of measuring the Employer’s obligation to Participants in the Plan and shall not beconstrued to impose on the Employer the obligation to create any separate fund for purposes of thePlan.
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**SECTION 5****VESTING ACCOUNTS**The Accounts of each Participant shall be fully (100%) Vested at all times.
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**SECTION 6****DISTRIBUTION UPON SEPARATION FROM SERVICE**6.1. **Time of Distribution**. Upon the occurrence of a Separation from Service effective as to aParticipant, 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 thefollowing benefit distribution dates as the Participant shall designate prior to the first PlanYear in which the Participant first receives credits to the Participant’s Accounts. A Participantwho fails to designate a time of distribution shall be deemed to have elected a benefitdistribution date as of the first day of the seventh month following the Participant’s Separationfrom Service.     6.1.1. **Lump-Sum Distributions**. A Participant who elects to receive distribution in the formof a single lump sum may elect to commence payment as of any of the benefit distribution dates in(a), (b) or (c) below: (a) the first day of the seventh month following the Participant’s Separationfrom Service;  (b) the January 1 next following the Participant’s Separation from Service,unless such January 1 occurs before (a) above, in which case distribution shall bemade under (a) above; or  (c) any January 1 that occurs after the dates in (b) above but not later thanthe five-(5) year anniversary of the Participant’s Separation from Service.     6.1.2. **Annual Installment Distributions**. A Participant who elects to receive distribution inthe form of annual installments may elect to commence payment as of any of the benefit distributiondates in (a) or (b) below: (a) the first day of the seventh month following the Participant’s Separationfrom Service and each January 1 thereafter; or  (b) the January 1 next following the Participant’s Separation from Service(unless such January 1 occurs before (a) above, in which case distribution shall bemade under (a) above) and each January 1 thereafter.     6.1.3. **Actual Distribution Dates**. Actual distribution shall commence as soon asadministratively practicable after the benefit distribution date but in all events by the later of:(i) the last day of the taxable year in which theParticipant’s benefit distribution date occurs, or (ii) two and one-half months after theParticipant’s benefit distribution date.6.2. **Forms of Distribution**. Distribution of the Participant’s Total Account shall be made to theParticipant entitled to receive distribution in a single lump sum or in annual installments as
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designated by the Participant prior to the first Plan Year in which the Participant receivescredits to the Participant’s Accounts. A Participant who fails to designate a form of distributionshall be deemed to have elected a single lump-sum distribution. The following rules shall applyregarding elections as to the form of payment: (a) **Annual Installments**. If the Participant elects to receive distribution inannual installments, the following rules shall apply: (i) Distribution shall be made in a series ofsubstantially equal installments payable annually over a term not toexceed five (5) years.  (ii) The amount of the installment distribution tobe made in substantially equal annual installments shall be determinedby dividing the Account value as of the Valuation Date of theinstallment distribution by the number of remaining installments(including the installment being computed). (b) **Automatic Lump Sum**. Notwithstanding any election to receive distributionin installments, if on or after January 1, 2007, the Participant’s Account balanceupon commencement of the initial installment distribution following Separation fromService is less than Twenty Thousand Dollars ($20,000), distribution shall be made ina single lump sum.6.3. **Modification of Initial Designation**. Notwithstanding the foregoing, a Participant who isactively employed by the Employer may make one new election that changes the time or form ofpayment selected pursuant to Section 6.1 and Section 6.2, subject to the following limitations: (a) The Participant may rescind the initial designation by making a newdesignation on a form provided by the Employer. Such election must be submitted toand accepted by the Employer at least twelve (12) months prior to the date on which adistribution to the Participant would otherwise have been made or commenced. Theelection shall have no effect until at least twelve (12) months after the date onwhich the election is made.  (b) If the Participant initially elected to commence distribution in a singlelump sum, the Participant may elect to change the time (but not the form) ofdistribution. If the Participant initially elected to commence distributionin annual installments, the Participant may elect to convert suchinstallments into a single lump sum.  (c) The new benefit distribution date may be any January 1 that occurs on orafter the five-(5) year anniversary of the original benefit distribution date but
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   nolater than the seven-(7) year anniversary of the Participant’s Separation fromService.  (d) Notwithstanding the foregoing, to the extent permitted under transitionalguidance issued under Section 409A of the Code, in the case of each individual who isan active Participant in the Plan as of the date of adoption of this restatement andwho previously made a payment election under this Section 6, such Participant maymodify his or her prior payment election without regard to the requirements in (a)through (c) of this Section 6.3 if such modification is made on or before December31, 2006 and the modified time and form of payment elected otherwise comply withSection 6.1.1, 6.1.2 and Section 6.2.6.4. **Distribution in Cash**. The Employer shall make or commence distribution of the Participant’sTotal Account in cash. The portion of the Participant’s Account credited with Unit Shares ofphantom stock to be distributed as of a Valuation Date shall be converted to a dollar amount basedon the price of ADC Telecommunications, Inc. common stock on the NASDAQ as of the close of the NYSEon that Valuation Date.
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**SECTION 7****DISTRIBUTION UPON DEATH AND DISABILITY**7.1. **Before Separation from Service**. If a Participant becomes Disabled or dies beforeincurring a Separation from Service, the Employer shall make distribution of the Participant’sTotal Account (reduced by the amount of any applicable payroll, withholding and other taxes) in asingle lump sum to the Participant (or the Participant’s Beneficiary, as applicable) as of theJanuary 1 next following the Participant’s death or Disability.7.2. **After Separation from Service**. If a Participant dies after a Separation from Service butbefore distribution of the Participant’s Total Account has been completed, the remainder of theundistributed Total Account shall be distributed to the Beneficiary in a single lump sum as of theJanuary 1 next following the Participant’s death. If a Participant becomes Disabled afterSeparation from Service but before distribution of the Participant’s Total Account has beencompleted, the remainder of the undistributed Total Account shall continue to be distributed in thesame manner as elected under Section 6 for Separation from Service.7.3. **Actual Distribution Dates**. Actual distribution shall commence as soon as administrativelypracticable after the January 1 benefit distribution date but in all events by the later of: (i)last day of the taxable year in which the benefit distribution date occurs, or (ii) two andone-half months after the benefit distribution date.7.4. **Distribution in Cash**. The Employer shall make or commence distribution of the Participant’sTotal Account in cash. The portion of the Participant’s Account credited with Unit Shares ofphantom stock to be distributed as of a Valuation Date shall be converted to a dollar amount basedon the price of ADC Telecommunications, Inc. common stock on the NASDAQ as of the close of the NYSEon that Valuation Date.7.5. **Designation of Beneficiaries**.     7.5.1. **Right To Designate**. Each Participant may designate, upon forms to be furnished by andfiled with the Employer, one or more primary Beneficiaries or alternative Beneficiaries to receiveall 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 orconsent from any Beneficiary or spouse. No such designation, change or revocation shall beeffective unless executed by the Participant and received by the Employer during the Participant’slifetime.     7.5.2. **Failure of Designation**. If a Participant: (a) fails to designate a Beneficiary,
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 (b) designates a Beneficiary and thereafter such designation is revoked withoutanother Beneficiary being named, or  (c) designates one or more Beneficiaries and all such Beneficiaries sodesignated fail to survive the Participant,such Participant’s Total Account, or the part thereof as to which such Participant’s designationfails, as the case may be, shall be payable to the first class of the following classes ofautomatic Beneficiaries with a member surviving the Participant and (except in the case of theParticipant’s surviving issue) in equal shares if there is more than one member in such classsurviving the Participant:Participant’s surviving spouse