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ADC TELECOMMUNICATIONS, INC.
 GLOBAL STOCK INCENTIVE PLAN
 
 
 This document constitutes part of a prospectus covering securities that have been registered
under the Securities Act of 1933.
 These securities have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor has the Securities and Exchange
Commission or any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
 
 No person is authorized to give any information or to make any representations, other than
those contained in this prospectus, in connection with the offer described in this
prospectus. If any other information or representations are made, you may not rely upon
them as having been authorized by ADC. This prospectus is not an offer to sell, or a
solicitation of an offer to buy, securities in any jurisdiction to any person to whom it is
unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of
this prospectus nor any sale made under it shall, under any circumstances, create an
implication that the information contained in this prospectus is correct as of any time
after the date of this prospectus.




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TABLE OF CONTENTS
 PageINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
    
    
    1NATURE OF INVESTMENT
    
    
    2INFORMATION ABOUT THE PLAN
    
    
    2General
    
    
    2Administration
    
    
    3Types of Awards
    
    
    3Transferability of Awards
    
    
    4Exercise of Awards
    
    
    5Share Accounting
    
    
    5Adjustments
    
    
    5Amendments or Termination of the Plan
    
    
    5RESALES
    
    
    5FEDERAL INCOME TAX CONSEQUENCES
    
    
    6Tax Consequences with Respect to Awards
    
    
    6Non-Qualified Stock Options
    
    
    6Incentive Stock Options
    
    
    7Stock Appreciation Rights
    
    
    9Restricted Stock Awards
    
    
    9Deferred Awards
    
    
    11Special Rules for Executive Officers and Directors Subject to Section 16(b)
    
    
    11Change in Control
    
    
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  (a)
    
    our Annual Report on Form 10-K for the fiscal year ended October 31, 2006; and(b)
    
    the description of our Common Stock and Common Stock Purchase Rights contained
in any of our registration statements filed under the U.S. Securities Act of 1933, as
amended (the Securities Act), or in any report filed under the Securities Exchange
Act of 1934, as amended (the Exchange Act), and any amendment or report filed for the
purpose of updating the description.
   (a)
    
    the documents referred to above that have been or may be incorporated in this
prospectus (not including exhibits, unless the exhibits are specifically incorporated
by reference into such documents);(b)
    
    our annual report to shareholders for our latest fiscal year; and(c)
    
    any report, proxy statement or other communication distributed by us to our
shareholders generally.
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NATURE OF INVESTMENT
  INFORMATION ABOUT THE PLAN
 General
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Administration
   Types of Awards
  (a)
    
    stock options, including incentive stock options meeting the requirements of
Section 422 of the Internal Revenue Code (the Code) and nonqualified stock options
that do not meet these requirements;(b)
    
    stock appreciation rights (or SARs);(c)
    
    restricted stock and restricted stock units;(d)
    
    performance awards payable in shares of Common Stock; and(e)
    
    dividend equivalents.
  Options
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SARs
 Restricted Stock and Restricted Stock Units
   Performance Awards
 Dividend Equivalents
 Transferability of Awards
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Exercise of Awards
  Share Accounting
  Adjustments
  Amendments or Termination of the Plan
  RESALES
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U.S. FEDERAL INCOME TAX CONSEQUENCES
    For all of these reasons, we note that (i) the tax advice set forth herein was not intended or
written to be used, and cannot be used by you or anyone else, for the purpose of avoiding federal
income tax penalties that may be imposed; (ii) the advice was written to support the promotion or
marketing of the transactions described herein; and (iii) we urge you to consult your own tax
advisor to determine your tax liability in connection with the receipt or exercise of an award or
the subsequent disposition of shares received in connection with or upon exercise of an award
 Tax Consequences with Respect to Awards
 Non-Qualified Stock Options
 
    
    Grant. You will not recognize any taxable income at the time a non-qualified option is granted.
    
    Exercise. Upon the exercise of a non-qualified option, you will recognize ordinary
income in the amount by which the fair market value of the Common Stock at the time of
exercise exceeds the option exercise price. If you pay the exercise price by tendering
other shares of our Common Stock then owned by you, you will recognize ordinary income
in an amount equal to the fair market value of the number of shares received upon
exercise that exceed the number of other shares you tendered.
    
    Tax Deduction for ADC. We will be allowed an income tax deduction in the amount
that, and for our taxable year in which, you recognize ordinary income, to the extent such amount satisfies the general rules concerning
deductibility of compensation.
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
    
    Tax Basis of the Acquired Shares. If you pay the non-qualified option exercise
price in cash, your original tax basis in the shares received upon exercise will equal
the sum of (1) the option exercise price plus (2) the amount you are required to
recognize as income as a result of the exercise. If you pay the option exercise price
by tendering other shares of our Common Stock then owned by you, you will not recognize
gain or loss on the tendered shares, but your original tax basis for an equal number of
 shares acquired upon exercise of the option will be the same as your adjusted tax basis
for the tendered shares. The remaining acquired shares will have an original tax basis
equal to (a) the sum of the amount of the exercise price paid in cash, if any, plus (b)
any amount that you are required to recognize as income as a result of the option
exercise.
    
    Sale of Shares. When you sell shares acquired upon the exercise of a non-qualified
option, the difference between the amount received and the adjusted tax basis of the
 shares will be gain or loss. If, as usually is the case, the Common Stock is a capital
asset in your hands, the gain or loss will be capital gain or loss.
    
    Characterization of Capital Gain or Loss. Any capital gain or loss you recognize
upon sale of the shares will be taxed as long-term capital gain or loss if you have
held the shares for more than 12 months and as short-term capital gain or loss if you
have held the stock for 12 months or less. For purposes of determining whether you
will recognize long-term or short-term capital gain or loss on your subsequent sale of
the shares, the holding period will begin at the time you exercise the option.
However, if, as usually is the case, the Common Stock is a capital asset in your hands,
the holding period for acquired shares having the same basis as tendered shares will
include the period during which you held the tendered shares.
 Incentive Stock Options
 
    
    Grant. You will not recognize any taxable income at the time an incentive stock
option is granted.
    
    Exercise. Upon the exercise of an incentive stock option, you will not recognize
any income for purposes of the regular income tax. However, you may be required to
recognize income for purposes of the alternative minimum tax (or AMT).For purposes of the AMT, an incentive stock option will be treated as a
non-qualified option. Accordingly, for purposes of the AMT, you must recognize
ordinary income in the amount by which the fair market value of the Common Stock at
the time of exercise exceeds the option exercise price. As a result, if you
recognize a substantial amount of AMT income upon exercise of the incentive stock
option in relation to your taxable income from wages and other sources in the year
you exercise the option, you may be subject to the AMT. Furthermore, the fact that
you recognize AMT income at the time you exercise an incentive stock option may not
alter the amount of regular income
you must recognize at the time you sell or otherwise dispose of the shares acquired
upon exercise of the incentive stock option.
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We urge you to consult your own tax advisor regarding the effect of the AMT and the
desirability of selling or otherwise disposing of shares acquired upon exercise of
an incentive stock option in the same calendar year in which you acquired the shares
to avoid having the AMT apply in the year you exercise the option and the regular
tax apply in the year you sell the shares. We also urge you to consult your own tax
advisor regarding the benefit that may be available from a tax credit for a prior
years minimum tax liability provided for in Section 53 of the Internal Revenue
Code.
    
    Tax Deduction for ADC. If you sell or otherwise dispose of shares acquired upon the
exercise of an incentive stock option more than two years from the date the option was
granted to you and more than one year after you exercised the option, then we will not
be allowed a deduction for federal income tax purposes in connection with the grant or
exercise of the option. However, if you sell or otherwise dispose of the shares before
the holding period described above is satisfied, then we will be allowed a tax
deduction at the time and in the amount you recognize ordinary income, if and to the
extent the amount satisfies the general rules concerning deductibility of compensation.
Under current law, this income is not subject to income or payroll tax withholding.
    
    Tax Basis of the Acquired Shares. If you pay the exercise price for an incentive
stock option in cash, your original tax basis in the shares received upon exercise will
equal the option exercise price.If you pay the exercise price for an incentive stock option by tendering other
 shares of our Common Stock already owned by you, and you acquired those tendered
shares through any means other than by exercising one or more incentive stock
options, you will not recognize gain or loss on the tendered shares, but your
original tax basis for an equal number of shares acquired upon exercise of the
option will be the same as your adjusted tax basis for the tendered shares. The
remaining acquired shares will have an original tax basis equal to the amount of the
exercise price paid in cash, if any. If you pay the exercise price solely by
tendering other shares of our Common Stock, then the original tax basis of the
remaining acquired shares will be zero.If you pay the exercise price for an incentive stock option by tendering shares of
our Common Stock already owned by you, and you acquired those tendered shares by
exercising another incentive stock option, Section 1036 of the Internal Revenue Code
generally provides that you will recognize no gain or loss with respect to the
tendered shares (except possibly for purposes of the AMT as described above), as
long as you have held the tendered shares for a period of time ending at least two
years after the date the option for the tendered shares was granted and at least one
year after you acquired the tendered shares upon exercise of the option.
    
    Sale of Shares and Characterization of Capital Gain or Loss. If you sell or
otherwise dispose of shares acquired upon exercise of an incentive stock option at a
time more than two years from the date the option was granted to
you and more than one year after you exercised the option, and if, as usually is the
case, the Common Stock is a capital asset in your hands, then you will recognize
long-term capital gain or loss in an amount equal to the difference
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between the sale
price of the shares and the exercise price you paid for the shares.If you sell or otherwise dispose of shares acquired upon exercise of an incentive
stock option before the holding period described above is satisfied, then you will
recognize ordinary income at the time of the disposition in an amount equal to the
lesser of (1) the difference between the exercise price and the fair market value of
the shares at the time the option was exercised or (2) the difference between the
exercise price and the amount realized upon disposition of the shares, and you will
recognize long-term or short-term capital gain or loss (depending on whether you
have held the shares for more than 12 months or for 12 months or less) in an amount
equal to the difference between the sale price of the shares and the fair market
value of the shares on the date you exercised the option.
 Stock Appreciation Rights
 
    
    Grant. At the time a SAR is granted, you will not recognize any taxable income.
    
    Exercise. At the time you exercise a SAR, you will recognize ordinary income equal
to the cash or fair market value of any shares of Common Stock received at that time
(in the amount that is equal to the excess of the fair market value of a share of our
Common Stock on the date the SAR is exercised over the grant price of the SAR).
    
    Tax Deduction for ADC. Subject to the general rules concerning deductibility of
compensation, we will be allowed an income tax deduction in the amount that, and for
our taxable year in which, you recognize ordinary income upon the exercise of a SAR.
    
    Tax Basis of the Acquired Shares. Your tax basis in any shares received will equal
the fair market value of those shares at the time you recognize ordinary income as a
result of exercising the SAR.
    
    Sale of Shares. If, as usually is the case, the shares are a capital asset in your
hands, any additional gain or loss recognized on a subsequent sale or
exchange of the shares will not be ordinary income but will qualify as a capital gain or loss.
    
    Characterization of Capital Gain or Loss. Any capital gain or loss you recognize
upon sale of the shares will be characterized as long-term capital gain or loss if you
have held the shares for more than 12 months and as short-term capital gain or loss if
you have held the stock for 12 months or less. For purposes of determining whether you
will recognize long-term or short-term capital gain or loss on your subsequent sale of
the shares, the holding period will begin at the time you exercise the SAR.
 Restricted Stock Awards
 
    
    Grant and Lapse of Restrictions. Section 83(b) of the Internal Revenue Code allows
you to elect, within 30 days after the date you receive a restricted
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stock award, to
recognize and be taxed on ordinary income equal to the fair market value of the Common
Stock at that time. If you do not make a Section 83(b) election within 30 days from
the date you receive a restricted stock award, you will recognize ordinary income equal
to the fair market value of the Common Stock upon expiration of the restriction period.
    
    Forfeiture. If you do not make the Section 83(b) election described above and,
before the restriction period expires, you forfeit the restricted stock under the terms
of the award, you will not recognize any ordinary income in connection with the
restricted stock award. If you do make a Section 83(b) election and subsequently
forfeit the restricted stock under the terms of the award, you will not be allowed an
ordinary income tax deduction with respect to the forfeiture. However, you may be
entitled to a capital loss.We urge you to consult your tax advisor to determine, in light of current tax rates
and possible future tax legislation, whether it is more advantageous for you to make
a Section 83(b) election upon receipt of a restricted stock award (resulting in a
current tax liability plus the potential for future capital gains, currently taxed
at lower rates than the rate applicable to ordinary income, and a risk of forfeiture
without an ordinary income tax deduction) than not making the Section 83(b) election
(resulting in the deferral of tax and the eventual recognition as ordinary income of
any appreciation in the fair market value of your shares).
    
    Dividends Received on Restricted Stock. Dividends received by you before the end of
the restriction period will be taxed as ordinary income to you.
    
    Tax Deduction for ADC. Subject to the general rules concerning deductibility of
compensation, we will be allowed an income tax deduction in the amount that, and for
our taxable year in which, you recognize ordinary income in connection with a
restricted stock award. Dividends on the restricted stock that are received by you
before the end of the restriction period will also be deductible by us subject to the
general rules concerning compensation.
    
    Tax Basis of Shares. Your basis in the shares will equal their fair market value at
the time you recognize ordinary income.
    
    Sale of Shares. You cannot sell or otherwise dispose of the restricted stock until
after the restriction period expires. When you sell the shares after the restriction
period expires, you will recognize gain or loss in an amount by which the sale price of
the shares differs from your tax basis in the shares. If, as usually is the case, the
shares are a capital asset in your hands, any gain or loss recognized on a sale or
other disposition of the shares will qualify as capital gain or loss.
    
    Characterization of Capital Gain or Loss. Any capital gain or loss you recognize
upon sale of the shares will be treated as long-term capital gain or loss if you have
held the shares for more than 12 months from the date you
recognized ordinary income with respect to the shares and as short-term capital gain
or loss if you have held the stock for 12 months or less from the date you
recognized ordinary income.
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Restricted Stock Units, Performance Awards and Dividend Equivalents (collectively, deferred
awards)
 
    
    Grant. At the time deferred awards are granted, you will not recognize any taxable
income.
    
    Vesting. At the time the deferred awards vest, you will recognize ordinary income
equal to the cash or fair market value of the shares of Common Stock received at that
time.
    
    Dividend Equivalents Received on Deferred Awards. Dividend equivalents received by
you before the deferred awards vest will be taxed as ordinary income to you.
    
    Tax Deduction for ADC. Subject to the general rules concerning deductibility of
compensation, we will be allowed an income tax deduction in the amount that, and for
our taxable year in which, you recognize ordinary income upon the vesting of the
deferred awards.
    
    Tax Basis of Shares. Your basis in any shares received will equal the fair market
value of the shares at the time you recognize ordinary income as a result of the
vesting of the deferred awards.
    
    Sale of Shares. If, as usually is the case, the Common Stock is a capital asset in
your hands, any additional gain or loss recognized on a subsequent sale or exchange of
the shares will not be ordinary income but will qualify as capital gain or loss.
    
    Characterization of Capital Gain or Loss. Any capital gain or loss you recognize
upon sale of the shares will be treated as long-term capital gain or loss if you have
held the shares for more than 12 months from the date the deferred awards vested and as
short-term capital gain or loss if you have held the shares for 12 months or less from
the date the deferred awards vested.
 Special Rules for Executive Officers and Directors Subject to Section 16(b)
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
    
    For non-qualified options (and incentive stock options treated as non-qualified
options for purposes of the AMT), you will recognize and be taxed on ordinary income in
the amount by which the fair market value of the shares at the later date exceeds the
exercise price, rather than recognizing, and being taxed on, ordinary income in the
amount by which the fair market value of the shares on the exercise date exceeds the
exercise price.
    
    For a SAR, you will recognize and be taxed on ordinary income in the amount of the
fair market value of the shares of common stock at the later date, rather than
recognizing, and being taxed on, ordinary income in the amount of the fair market value
of the shares as of the date you exercised the SAR.
    
    For a deferred award, you will recognize and be taxed on ordinary income in the
amount of the fair market value of the shares of Common Stock at the later date, rather
than recognizing, and being taxed on, ordinary income in the amount of the fair market
value of the shares on the date the award matured.
    
    For restricted stock, you will recognize and be taxed on ordinary income in the
amount of the fair market value of the shares of common stock at the later date, rather
than recognizing, and being taxed on, ordinary income in the amount of the fair market
value of the shares on the date the restricted stock vested.
  Change in Control
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