Exhibit 10-ii

EIGHTH AMENDMENT TO
PARTICIPATION AGREEMENT AND OTHER OPERATIVE DOCUMENTS

THIS EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT AND OTHER OPERATIVE DOCUMENTS, dated as of October 29, 2002 (this
"Amendment"), amends the (i) Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a
Minnesota corporation ("ADC" or "Lessee"), as Lessee; Lease Plan North America, Inc., not in its
individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants (the "Agent Lessor"); the Persons named on
Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29,
2001 (the "First Amendment"), (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the
"Second Amendment"), (C) the Third Amendment to the Participation Agreement and Lease, dated as of October 31, 2001 (the
"Third Amendment"), (D) the Fourth Amendment to the Participation Agreement and Lease, dated as of December 11, 2001 (the
"Fourth Amendment"), (E) the Fifth Amendment to the Participation Agreement and Lease, dated as of December 31, 2001 (the
"Fifth Amendment"), (F) the Sixth Amendment to the Participation Agreement, dated as of April 18, 2002 (the "Sixth
Amendment") and (G) the Seventh Amendment to the Participation Agreement, dated as of July 31, 2002 (the "Seventh
Amendment") (as so amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh
Amendment, the "Existing Participation Agreement") and (ii) the Lease, dated as of October 22, 1999 between ADC, as Lessee and Mortgagor,
and the Agent Lessor, as Agent Lessor and Mortgagee, as amended by the Third Amendment (the "Existing Lease"). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings assigned thereto in Appendix 1 to the Participation Agreement.

WHEREAS,
the parties hereto have entered into the Existing Participation Agreement and the other Operative Documents to fund the Construction of the Financed Improvements on the Land;

WHEREAS,
prior to the date of this Amendment, the Put Event and Base Term Commencement Date have occurred;

WHEREAS,
the Agent Lessor has received an appraisal dated September 6, 2002, as modified by that certain letter from ValueQuest International, Ltd., dated
October 29, 2002 (which letter is made part of the appraisal), that establishes the Fair Market Value of the Financed Improvements as of the date of such appraisal and the last day of the Term
as being equal to at least one hundred percent (100%) of the Aggregate Commitment Amount;

WHEREAS,
the parties hereto desire to amend the Existing Participation Agreement and the Existing Lease to extend the Term and to make such other amendments and modifications as
hereinafter set forth;

NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:

SECTION
1.    AMENDMENTS.    Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, (i) the
Existing Participation Agreement shall be amended in accordance withSections
1.1through1.5and (ii) the Existing Lease shall be amended in accordance withSections
1.6through1.9.



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SECTION
2.    CONDITIONS PRECEDENT.    This Amendment shall become effective upon the satisfaction of each of the following conditions precedent:



SECTION
3.    REPRESENTATIONS AND WARRANTIES.    In order to induce the Participants and the Agent Lessor to execute and deliver this Amendment, Lessee hereby
represents to each of the Participants and the Agent Lessor that, as of the date hereof,

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SECTION
4.    MISCELLANEOUS.



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[signature
pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

| |  | ADC TELECOMMUNICATIONS, INC., as Lessee
| |  | ---------------------------------------
| |  | By:                                    
| |  |                                        

| |  | LEASE PLAN NORTH AMERICA, INC., not in its individual capacity, except as expressly stated in the Participation Agreement, but solely as Agent Lessor
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                  
| |  |                                                                                                                                                      

| |  | ABN AMRO BANK N.V., as Administrative Agent and as a Participant
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  |                                                                 
| |  | By:                                                             
| |  |                                                                 

| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as a Participant
| |  | ------------------------------------------------------
| |  | By:                                                   
| |  |                                                       

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