<PAGE>


Exhibit 10-AA
-------------

                             ADC TELECOMMUNICATIONS, INC.
                              DEFERRED COMPENSATION PLAN
                                  (1989 Restatement)


                           First Effective November 1, 1978
                  As Amended and Restated Effective November 1, 1989


                                         AND


                                    As Amended By

                      The FIRST AMENDMENT Adopted March 12, 1996
                            But Effective November 1, 1995




<PAGE>

                             ADC TELECOMMUNICATIONS, INC.
                              DEFERRED COMPENSATION PLAN
                                  (1989 Restatement)

                                  TABLE OF CONTENTS

                                                                         Page

PREAMBLES  .............................................................  1

SECTION 1.  INTRODUCTION  ..............................................  2

           1.1.    Definitions
                   1.1.1.    Account
                   1.1.2.    Affiliate
                   1.1.3.    Annual Valuation Date
                   1.1.4.    Beneficiary
                   1.1.5.    Deferrable Compensation
                   1.1.6.    Disability
                   1.1.7.    Effective Date
                   1.1.8.    Eligible Employee
                   1.1.9.    Employer
                   1.1.10.   Event of Maturity
                   1.1.11.   Interest Rate
                   1.1.12.   Normal Retirement Age
                   1.1.13.   Participant
                   1.1.14.   Plan
                   1.1.15.   Plan Statement
                   1.1.16.   Plan Year
                   1.1.17.   Prior Plan Statement
                   1.1.18.   Valuation Date
                   1.1.19.   Vested
           1.2.    Rules of Interpretation

SECTION 2.  PARTICIPATION  .............................................  5

           2.1.    Enrollment for Participation
           2.2.    Annual Election
           2.3.    Minimum Deferral
           2.4.    Specific Exclusion

SECTION 3.  ADDITIONS TO ACCOUNTS.......................................  7

           3.1.    Amount
           3.2.    Crediting the Account

SECTION 4.  ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS  ..................  8

           4.1.    Valuation and Adjustment of Accounts
                   4.1.1.    Contribution Adjustment
                   4.1.2.    Investment Adjustment
                   4.1.3.    Distributions Adjustment
           4.2.    Not Funded

SECTION 5.  VESTING OF ACCOUNT  ........................................  9


                                         -i-

<PAGE>

SECTION 6.  MATURITY  ..................................................  10

           6.1.    Events of Maturity
           6.2.    Determination of Account
           6.3.    Effect of Maturity upon Further Participation in Plan

SECTION 7.  DISTRIBUTION  ..............................................  11

           7.1.    Time of Distribution
           7.2.    Form of Distribution
                   7.2.1.    Form of Distribution
                   7.2.2.    Installment Amounts
                   7.2.3.    Default
           7.3.    280G Limitation
           7.4.    Designation of Beneficiaries
                   7.4.1.    Right To Designate
                   7.4.2.    Failure of Designation
                   7.4.3.    Disclaimers by Beneficiaries
                   7.4.4.    Definitions
                   7.4.5.    Special Rules
                   7.4.6.  Spousal Rights
           7.5.    Death Prior to Distribution
           7.6.    Facility of Payment

SECTION 8.  SPENDTHRIFT PROVISIONS  ....................................  15

SECTION 9.  AMENDMENT AND TERMINATION  .................................  16

           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.    Not Amendable

SECTION 10.  DETERMINATIONS -- RULES AND REGULATIONS  ..................  17

           10.1.   Determinations
           10.2.   Rules and Regulations
           10.3.   Method of Executing Instruments
           10.4.   Claims Procedure
                   10.4.1.   Original Claim
                   10.4.2.   Claims Review Procedure
                   10.4.3.   General Rules
           10.5.   Information Furnished by Participants

SECTION 11.  PLAN ADMINISTRATION  ......................................  19

           11.1.   Employer
                   11.1.1.   Officers
                   11.1.2.   Chief Executive Officer
                   11.1.3.   Board of Directors
                   11.1.4.   Amendment
           11.2.   Conflict of Interest
           11.3.   Administrator
           11.4.   Service of Process

                                         -ii-

<PAGE>

SECTION 12.  DISCLAIMERS  ..............................................  20

           12.1.   Term of Employment
           12.2.   Employment
           12.3.   Source of Payment
           12.4.   Guaranty
           12.5.   Delegation

SIGNATURES  ............................................................  20


                                        -iii-

<PAGE>

                             ADC TELECOMMUNICATIONS, INC.
                              DEFERRED COMPENSATION PLAN
                                  (1989 Restatement)



    WHEREAS, ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (hereinafter
sometimes referred to as the "Employer"), by resolution of its Board of
Directors, has heretofore established and maintained a nonqualified, unfunded,
deferred compensation plan (the "Plan") for the benefit of a select group of
management or highly compensated eligible employees, said plan to be contained
and set forth in a Plan Statement made by the Employer; and

    WHEREAS, The Plan is set forth in a document dated November 1, 1978, and
entitled "MAGNETIC CONTROLS COMPANY DEFERRED COMPENSATION PLAN;" and

    WHEREAS, The Employer has reserved the right by action of its Board of
Directors to amend the Plan document; and

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

    NOW, THEREFORE, The Plan document is hereby amended and restated, effective
as of November 1, 1989, to read in full as follows:

<PAGE>

                                      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.    Account -- the separate unfunded and unsecured general obligation
of the Employer established with respect to each person who is a Participant in
this Plan in accordance with Section 2 and to which is credited the dollar
amounts specified in Section 3 and Section 4 and from which are subtracted
forfeitures and payments made pursuant to Section 5 and Section 7.  To the
extent necessary to accommodate and effect the distribution elections made by
Participants pursuant to Section 2, separate bookkeeping sub-accounts shall be
established with respect to each of the several annual deferral elections made
by Participants.

    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 Internal Revenue 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 prescribed by the Secretary of the Treasury
under section 414(a) of the Internal Revenue 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 Internal Revenue Code.  In
addition, the Employer may 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 it may impose.

    1.1.3.    Annual Valuation Date -- each October 31.

    1.1.4.    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 Vested Accounts in the event of the Participant's death prior
to full distribution thereof.  A person so designated shall not be considered a
Beneficiary until the death of the Participant.

    1.1.5.    Deferrable Compensation -- any compensation payable to an
employee of the Employer or any Affiliate from the Employer's Management
Incentive Plan.

    1.1.6.    Disability -- a medically determinable physical or mental
impairment which:  (i)renders the individual incapable of performing any
substantial gainful employment, (ii) can be expected to be of long-continued and
indefinite duration or result in death, and (iii) is evidenced by a
certification to this effect by a doctor of medicine approved by the Employer.
In lieu of such a certification, the Employer may accept, as proof of
Disability, the official written determination that the individual will be
eligible for disability benefits under the federal Social Security Act as now
enacted or hereinafter amended (when any waiting period expires).  The Employer
shall determine the date on which the Disability shall have occurred if such
determination is necessary.

    1.1.7.    Effective Date -- November 1, 1989.


                                         -2-

<PAGE>

    1.1.8.    Eligible Employee -- each employee of the Employer or any
Affiliate that:

    (a)  is eligible to receive a payment of Deferrable Compensation, or would
         be eligible to receive such a payment if one were made, and

    (b)  is at least a corporate or divisional Vice President of the Employer,
         or has otherwise been specifically designated by the Board of
         Directors as eligible for participation in this Plan.

    1.1.9.    Employer -- ADC TELECOMMUNICATIONS, INC., a Minnesota
corporation.

    1.1.10.   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.

    1.1.11.   Interest Rate -- the rate of interest charged on the Valuation
Date by Norwest Bank Minnesota, N.A. and in effect on that Valuation Date to its
most credit-worthy corporate customers on loans of not more than ninety (90)
days duration which are unsecured (that is, the so called prime rate of
interest).

    1.1.12.   Normal Retirement Age -- the date a Participant attains age
sixty-five (65) years.

    1.1.13.   Participant -- an employee of the Employer who becomes a
Participant in the Plan in accordance with the provisions of Section 2 of this
Plan Statement or any comparable provision of the Prior Plan Statement.  An
employee who has become a Participant shall be considered to continue as a
Participant in the Plan until the date of death or, if earlier, the date when
such Participant no longer has any Account under the Plan.

    1.1.14.   Plan -- the program of supplemental retirement income benefit of
the Employer established for the benefit of employees eligible to participate
therein, as first set forth in the Prior Plan Statement and as amended and
restated in this Plan Statement.  (As used herein, "Plan" refers to the legal
entity established by the Employer and not to the documents pursuant to which
the Plan is maintained.  Those documents are referred to herein as the "Prior
Plan Statement" and the "Plan Statement").  The Plan shall be referred to as the
"ADC TELECOMMUNICATIONS, INC. DEFERRED COMPENSATION PLAN."

    1.1.15.   Plan Statement -- this document entitled "ADC TELECOMMUNICATIONS,
INC. DEFERRED COMPENSATION PLAN (1989 Restatement)" as adopted by the Employer
effective as of November 1, 1989, as the same may be amended from time to time
thereafter.

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

    1.1.17.   Prior Plan Statement -- the document pursuant to which the Plan
was established effective as of November1, 1978, and operated thereafter until
the Effective Date.


                                         -3-

<PAGE>

    1.1.18.   Valuation Date -- the Annual Valuation Date, the last day of each
calendar month and such other dates as the Employer, in its discretion, shall
determine.

    1.1.19.   Vested -- nonforfeitable, i.e., a claim obtained by a Participant
or a 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 such individual's birthday for that age (and not on the
day before).  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.  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.  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; the masculine may include the feminine; 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 executed and delivered 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.


                                         -4-

<PAGE>

                                      SECTION 2

                                    PARTICIPATION

2.1.  Enrollment for Participation.  Each Eligible Employee may enroll as a
Participant in this Plan by filing with the Employer a signed, written,
irrevocable election to defer some or all of such Eligible Employee's Deferrable
Compensation under this Plan.  Once enrolled as a Participant an Eligible
Employee shall continue to be a Participant until such Participant's entire
Account has been distributed or, if earlier, until the date of such
Participant's death.

2.2.  Annual Election.  Each Participant must make a new election to defer
Deferrable Compensation for each Plan Year.  In the case of an Eligible Employee
who has not previously enrolled as a Participant, only Deferrable Compensation
which is earned after such Eligible Employee is enrolled as a Participant can be
deferred under this Plan.  Each such enrollment:

    (a)  Shall be irrevocable for the remainder of the Plan Year with respect
         to which it is made once it has been accepted by the Employer.

    (b)  Shall designate the amount or portion of the Participant's Deferrable
         Compensation which is earned during that Plan Year (without regard to
         whether it would be paid during that or a subsequent Plan Year)  which
         shall not be paid to the Participant but instead shall be accumulated
         and paid under the rules of this Plan.  The amount or portion may be
         designated as a dollar amount or a percentage.

    (c)  Shall specify the form in which distribution of the portion of the
         Account attributable to that enrollment shall be made under Section 7
         upon the occurrence of an Event of Maturity (and if such designation
         is not clearly made to the contrary shall be deemed to have been an
         election of a single lump sum distribution).

    (d)  Shall be made upon forms furnished by the Employer, shall be made at
         such time as the Employer shall determine, shall be made before the
         beginning of the Plan Year with respect to which it is made (provided,
         however, that in the year in which an employee is first hired or
         promoted into a position eligible for participation in this Plan, the
         enrollment  shall be (i) deemed to have been made before the beginning
         of the Plan Year and (ii) shall be effective on the date of initial
         eligibility, if it is made not later than thirty days after such
         initial eligibility)  and shall conform to such other procedural and
         substantive rules as the Employer shall prescribe.

Notwithstanding anything herein to the contrary, the Employer shall unilaterally
designate the form of distribution of all benefits accrued prior to April 1,
1996.

2.3.  Minimum Deferral.  A Participant's election to defer payment of Deferrable
Compensation must result in a deferral of at least One Hundred Dollars ($100.00)
for each Plan Year.  Any election which would result in a deferral of less than
One Hundred Dollars ($100.00) shall be disregarded by the Employer and shall be
of no effect.

2.4.  Specific Exclusion.  Notwithstanding anything apparently to the contrary
in this Plan or in any written communication, summary, resolution or document or
oral communication, no individual shall be a Participant in this Plan, develop
benefits under this Plan or be entitled to receive benefits under this Plan
(either for such individual or such individual's survivors) unless such
individual is a member of a select group of management or highly compensated


                                         -5-

<PAGE>

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 this Plan at any time.  If any person not so defined has been
erroneously treated as a Participant in this Plan, upon discovery of such error
such person's erroneous participation shall immediately terminate ab initio and
upon demand such person shall be obligated to reimburse ADC Telecommunications,
Inc. for all amounts erroneously paid to such person.


                                         -6-

<PAGE>

                                      SECTION 3

                                ADDITIONS TO ACCOUNTS

3.1.  Amount.  The Employer shall credit each Participant's Account with the
amount of deferred compensation agreed to by each Participant pursuant to a
deferral election filed with the Employer pursuant to Section 2.

3.2.  Crediting the Account.  The amount of compensation deferred with respect
to each Participant shall be credited in dollar amounts to the Participant's
Account as of the Valuation Date coincident with or next following the last day
of the calendar month in which the compensation was deferred.


                                         -7-

<PAGE>

                                      SECTION 4

                       ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS

4.1.  Valuation and Adjustment of Accounts.  There shall be established for the
Account of each Participant a bookkeeping account which shall be valued each
Valuation Date.

As of each Valuation Date (the "current Valuation Date"), the value of each
Account determined as of the immediately preceding Valuation Date (the "initial
Account value") shall be increased (or decreased) by the following adjustments
made in the following sequence:

    4.1.1.    Contribution Adjustment.  The initial Account value shall be
increased by the total amount, if any, credited to such Account under Section 3
as of the current Valuation Date.

    4.1.2.    Investment Adjustment.  The initial Account value (as adjusted
above) shall be increased by an amount equal to the average daily balance of the
Account during the time from the immediately preceding Valuation Date to the
current Valuation Date multiplied by the Interest Rate and multiplied by a
fraction, the numerator of which is the number of months from the immediately
preceding Valuation Date to the current Valuation Date and the denominator of
which is twelve (12).

    4.1.3.    Distributions Adjustment.  The initial Account value (as adjusted
above) shall be reduced by the total amount distributed in fact to (or with
respect to) the Participant from such Account as of the current Valuation Date.

4.2.  Not Funded.  The obligations of the Employer to make payments under this
Plan constitute 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 this 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 this Plan and shall not be
construed to impose on the Employer the obligation to create any separate fund
for purposes of this Plan.


                                         -8-

<PAGE>



                                      SECTION 5

                                  VESTING OF ACCOUNT


The Account of each Participant shall be fully Vested at all times.

                                         -9-

<PAGE>

                                      SECTION 6

                                       MATURITY

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

       (a)   the Participant's death, or

       (b)   the Participant's termination of employment, whether voluntary or
             involuntary, or

       (c)   the Participant's Disability, or

       (d)   termination of the Plan;

provided, however, that a loss of active Participant status by action pursuant
to Section 2 or a transfer of employment to an Affiliate shall not constitute an
Event of Maturity.

6.2.   Determination of Account.  Upon the occurrence of an Event of Maturity
effective as to a Participant, the value of such Participant's Account as of the
Valuation Date coincident with or next following the Event of Maturity shall be
determined.

6.3.   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 the
Participant's Account as provided in Section 7 hereof, adjusted from time to
time as provided in Section 4.  If a Participant who has had an Event of
Maturity should ever again become a Participant in this Plan entitled to
additional accruals under Section 3 before such Participant's Account has been
distributed, the accruals made with respect to participation after the Event of
Maturity shall be added to the Account attributable to accruals before the Event
of Maturity, and shall not be maintained as a separate Account.

                                         -10-

<PAGE>

                                      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 payment of
such Participant's Account (reduced by the amount of any applicable payroll,
withholding and other taxes) as soon as administratively feasible following the
December 31 Valuation Date coincident with or next following the Event of
Maturity.  If the Employer determines that delaying the time the initial
payments are made or commenced would increase the probability that such payments
would be fully deductible for federal or state income tax purposes, for example
because such payments would result in over one million dollars ($1,000,000) of
compensation for the taxable year with respect to the Participant under section
162(m) of the Code, the Employer may unilaterally delay the time of the making
or commencement of payments for up to twenty-four (24) months after the date
such payments would otherwise be payable.

7.2.   Form of Distribution.  Distribution of the Participant's Account shall
be made to the Participant or the Beneficiary entitled to receive the
distribution in accordance with the following rules.

       7.2.1.      Form of Distribution.  Distribution shall be made in
whichever of the following forms as the Participant shall have designated in
writing at the time of his or her enrollment (to the extent that such election
is consistent with the rules of this Plan Statement):

       (a)         Term Certain Installments to Participant.  If the
                   Distributee is a Participant who has elected distribution in
                   a series of annual installments payable over ten (10) years
                   and the Account at the Termination of Employment is at least
                   One Hundred Thousand Dollars ($100,000), distribution shall
                   be made in a series of annual installments payable over ten
                   (10) years.  (For the purpose of applying this dollar
                   limitation, all portions of the Account distributable in ten
                   annual installments shall be considered together
                   notwithstanding that such amounts may have been attributable
                   to enrollments relating to more than one Plan Year.)

       (b)         Term Certain Installments to Beneficiary.  If the
                   Distributee is the Beneficiary of a Participant who has
                   elected distribution in a series of annual installments
                   payable over ten (10)  years but died before distribution
                   commenced and the Account at death is at least One Hundred
                   Thousand Dollars ($100,000), distribution shall be made in a
                   series of annual installments payable over ten (10)  years.
                   (For the purpose of applying this dollar limitation, all
                   portions of the Account distributable in ten annual
                   installments shall be considered together notwithstanding
                   that such amounts may have been attributable to enrollments
                   relating to more than one Plan Year.)

       (c)         Continued Term Certain Installments to Beneficiary.  If the
                   Distributee is a Beneficiary of a deceased Participant and
                   distribution had commenced to the deceased Participant
                   before his or her death over a ten (10) year period as
                   specified in paragraph (a) above, in a series of annual
                   installments payable over the remainder of the ten (10) year
                   period.

       (d)         Lump Sum.  To the extent that the Distributee is either a
                   Participant or a Beneficiary of a deceased Participant and
                   none of the foregoing rules are applicable, in a single lump
                   sum payment.

                                         -11-

<PAGE>

       7.2.2.      Installment Amounts.  The amount of the annual 
installments shall be  determined by dividing the amount of the Account as of 
the December 31 Valuation Date as of which the installment is being paid by 
the number of remaining installment payments to be made (including the 
payment being determined).

       7.2.3.      Default.  If for any reason a Participant shall have 
failed to make a timely written designation of form for distribution 
(including reasons entirely beyond the control of the Participant), the 
distribution shall be made in a single lump sum.  No spouse, former spouse, 
Beneficiary or other person shall have any right to participate in the 
Participant's selection of a form of benefit.

7.3.   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 in 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
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)(iv) 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.

7.4.   Designation of Beneficiaries.

       7.4.1.      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 or a specified part of
such Participant's Account in the event of such Participant's death.  The
Participant may change or revoke any such designation from time to time without
notice to or consent from any Beneficiary.  No such designation, change or
revocation shall be effective unless executed by the Participant and received by
the Employer during the Participant's lifetime.

       7.4.2.      Failure of Designation.  If a Participant:

       (a)         fails to designate a Beneficiary,

       (b)         designates a Beneficiary and thereafter revokes such
                   designation without naming another Beneficiary, or

                                         -12-

<PAGE>

       (c)         designates one or more Beneficiaries and all such
                   Beneficiaries so designated fail to survive the Participant,

such Participant's 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 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.

       7.4.3.      Disclaimers by Beneficiaries.  A Beneficiary entitled to a
distribution of all or a portion of a deceased Participant's Account may
disclaim an 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 the 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 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 one hundred eighty (180)
days 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 or alienation of benefits under this
Plan.  No other form of attempted disclaimer shall be recognized by the
Employer.

       7.4.4.      Definitions.  When used herein and, unless the Participant
has otherwise specified in the Participant's 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.

       7.4.5.      Special Rules.  Unless the Participant has otherwise
specified in the Participant's 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 7.4.2 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

                                         -13-

<PAGE>


                   before the receipt of payments due such Beneficiary
                   hereunder, such 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 other legal termination of the
                   marriage between the Participant and such person shall
                   automatically revoke such designation.  (The foregoing shall
                   not prevent the Participant from designating 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 the 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.

       7.4.6.      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 this 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.

7.5.   Death Prior to Distribution.  If a Participant dies after an Event of
Maturity but before distribution of such Participant's Account has been made,
the undistributed Account shall be distributed in the same manner as
hereinbefore provided in the Event of Maturity by reason of death (and shall not
be paid to the Participant's estate).

7.6.   Facility of Payment.  In case of the legal disability, including
minority, of 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 or 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 therefor.

                                         -14-

<PAGE>

                                      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 the 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 Account of a Participant in
the event of such 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 such 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 it upon the occurrence of an
Event of Maturity, as such powers may be conferred upon it by any applicable
provision hereof.

                                         -15-

<PAGE>

                                      SECTION 9

                              AMENDMENT AND TERMINATION

9.1.   Amendment and Termination.  The Employer hereby reserves the power to
unilaterally amend the Plan Statement and to partially terminate or totally
terminate the Plan, either prospectively or retroactively or both; provided that
no amendment or termination shall be effective to reduce or divest the Account
of any Participant without such Participant's consent.

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 and Section 9.2.5 shall take effect if
and only if a Maturity Date 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
ADC TELECOMMUNICATIONS, INC. PENSION 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 7.6.2 of the ADC TELECOMMUNICATIONS, INC. PENSION
PLAN (1985 Restatement), as amended, 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 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 which is pending but which has not
actually been made 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.      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.

                                         -16-

<PAGE>

                                      SECTION 10

                       DETERMINATIONS -- RULES AND REGULATIONS

10.1.  Determinations.  The Employer shall make such determinations as may be
required from time to time in the administration of the Plan.  The Employer
shall have the authority and responsibility to interpret and construe the Plan
Statement and to determine all factual and legal questions under the Plan,
including but not limited to the entitlement of employees, Participants, and
Beneficiaries, and the amounts of their respective interests.  Each interested
party may act and rely upon all information reported to them hereunder and need
not inquire into the accuracy thereof, nor be charged with any notice to the
contrary.

10.2.  Rules and Regulations.  Any rule not in conflict or at variance with the
provisions hereof may be adopted by the Employer.

10.3.  Method of Executing Instruments.  Information to be supplied or written
notices to be made or consents to be given by the Employer pursuant to any
provision of this Plan Statement may be signed in the name of the Employer by
any officer or director thereof who has been authorized to make such
certification or to give such notices or consents.

10.4.  Claims Procedure.  The claims procedure set forth in this Section 10.4
shall be the claims procedure for the disposition of claims for benefits arising
under the Plan.

       10.4.1.     Original Claim.  Any employee, former employee or
Beneficiary of such employee or former employee may, if he or she so desires,
file with the Employer a written claim for benefits under the Plan.  Within
ninety (90) days after the filing of such a claim, the Employer 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 Employer
shall state in writing:

       (a)         the specific reasons for the denial;

       (b)         the specific references to the pertinent provisions of this
                   Plan Statement 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.

       10.4.2.     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 Employer 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 Employer 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 from the date the request for review
was filed) to reach a decision on the request for review.

       10.4.3.     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

                                         -17-

<PAGE>

                   procedure.  The Employer 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 Employer upon request.

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

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

       (d)         A claimant may be represented by a lawyer or other
                   representative (at the claimant's own expense), but the
                   Employer 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 Employer on a claim and 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.

10.5.  Information Furnished by Participants.  The Employer shall not be liable
or responsible for any error in the computation of the Account of a Participant
resulting from any misstatement of fact made by the Participant, directly or
indirectly, to the Employer, and used by it in determining the Participant's
Account.  The Employer shall not be obligated or required to increase the
Account of such Participant which, on discovery of the misstatement, is found to
be understated as a result of such misstatement of the Participant.  However,
the Account of any Participant which is overstated by reason of any such
misstatement shall be reduced to the amount appropriate in view of the truth.

                                         -18-

<PAGE>

                                      SECTION 11

                                 PLAN ADMINISTRATION

11.1.  Employer.

       11.1.1.     Officers.  Except as hereinafter provided, functions
generally assigned to the Employer shall be discharged by its officers or
delegated and allocated as provided herein.

       11.1.2.     Chief Executive Officer.  Except as hereinafter provided,
the Chief Executive Officer of the Employer may delegate or redelegate and
allocate and reallocate to one or more persons or to a committee of persons
jointly or severally, and whether or not such persons are directors, officers or
employees, such functions assigned to the Employer generally hereunder as the
Chief Executive Officer may from time to time deem advisable.

       11.1.3.     Board of Directors.  Notwithstanding the foregoing, the
Board of Directors of the Employer shall have the exclusive authority, which may
not be delegated, to act for the Employer to amend this Plan Statement and to
terminate this Plan.

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, such
Participant shall have no authority as such officer, employee or member with
respect to any matter specially affecting such 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 such Participant, and such Participant
shall act only in such Participant's individual capacity in connection with any
such matter.

11.3.  Administrator.  ADC TELECOMMUNICATIONS, INC. shall be the administrator
for purposes of section 3(16)(A) of the Employee Retirement Income Security Act
of 1974.

11.4.  Service of Process.  In the absence of any designation to the contrary
by the Employer, the Secretary of ADC TELECOMMUNICATIONS, INC. 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.

                                         -19-

<PAGE>

                                      SECTION 12

                                     DISCLAIMERS

12.1.  Term of Employment.  Neither the terms of this 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 this 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 Account distributed to any Participant or Beneficiary, as the
case may be, for such payments.  In each case where Account 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 this Plan Statement or pursuant to procedures
set forth in this Plan Statement.


       IN WITNESS WHEREOF, ADC TELECOMMUNICATIONS, INC. has caused this Plan
document to be executed by its duly authorized officers.


             , 1991                         ADC TELECOMMUNICATIONS, INC.
--------------


                                            By
                                                      -------------------------
                                            Its
                                                      -------------------------


                                            And
                                                      -------------------------
                                            Its
                                                      -------------------------


                                         -20-