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NOTICE TO U.S. TAX RESIDENTS:
  VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL BE A TAXABLE EVENT AND WILL
RESULT IN THE RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNT EQUAL TO
THE FAIR MARKET VALUE OF THE SHARES UNDERLYING THIS RESTRICTED STOCK UNIT
AWARD THAT BECOME VESTED. ON SUCH DATE WHEN VESTING OCCURS AND AS A
CONDITION TO THE SHARES BEING RELEASED TO YOU, THE COMPANY MUST COLLECT ALL
REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING FROM YOU BASED UPON SUCH FAIR MARKET VALUE.
 NOTICE TO NON-U.S. RESIDENTS:
  YOU MAY HAVE ADDITIONAL TERMS AND CONDITIONS FOR YOUR AWARD, WHICH ARE DESCRIBED IN EXHIBIT
B TO THIS AGREEMENT. IN ADDITION, IF YOU ARE A TAX RESIDENT OF A COUNTRY OUTSIDE THE U.S.,
YOUR TAX CONSEQUENCES MAY BE DIFFERENT THAN DESCRIBED ABOVE. AS A CONDITION TO THE SHARES
BEING RELEASED TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER
PAYROLL TAX WITHHOLDING THAT MAY BE DUE BY REASON OF THE GRANT OR VESTING OF THIS AWARD.
 ADC
TELECOMMUNICATIONS, INC.  THREE-YEAR PERFORMANCE
BASED  RESTRICTED
STOCK UNIT AWARD AGREEMENT
 TO: «FIRST_NAME» «LAST_NAME»
    
    STOCK PROGRAM ID#:«ID»RSU#:«NUM»
    
    SAP EMPLOYEE ID#: «SAP_Nbr»
   1. Grant Date:
 2. Number of Restricted Stock Units Subject to this Award:
 3. Vesting Schedule:
 4. Conversion of Restricted Stock Units and Issuance of Shares.




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5. Termination of Employment.
  (i)
    
    the date, as determined by the Company, that you are no longer
actively employed by the Company or an Affiliate of the Company, and in the
case of an involuntarily termination, such date shall not be extended by any
notice period mandated under local law (e.g., active employment would not
include a period of garden leave or similar period pursuant to local law); or(ii)
    
    the date, as determined by the Company, that your employer is
no longer an Affiliate of the Company.
   6. Right to Shares.
 7. Tax Withholding.
   In connection with fulfilling your Tax Withholding Obligation, you must provide to the
Company the following information and notify the Company of any changes to the same
before any taxable event arises as a result of the Award: your residence address, and,
if applicable to you because of your Retirement, the certification described in Section
9(c) regarding your acceptance of employment with any Competitor of the Company (the
Tax Withholding Information). In the event you fail to timely and accurately meet
your obligations regarding the provision and maintenance of Tax Withholding
Information, then the Company may, in its sole discretion, cancel
your right to receive any of the Shares that are subject to this Award.
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(i)
    
    Direct Payment: you may elect to satisfy your Tax
Withholding Obligation by delivering to the Company, no later than three (3)
U.S. business days after any vesting (whether in whole or in part) of the
Award, a wire transfer or certified or cashiers check payable to the Company
in U.S. dollars equal to the amount of the Tax Withholding Obligation, as
determined by the Company. This is referred to as a Cash Payment Election;
or(ii)
    
    Share Withholding: you may elect to have the Company
retain from the Shares issuable upon any vesting (whether in whole or in part)
of the Award that number of Shares having a Fair Market Value upon
such vesting
that is sufficient to satisfy your Tax Withholding Obligation. This is
referred to as a Share Withhold Election.
    8. Transfer of Award.
 9. Acceleration of Scheduled Vest Date/Portional Vesting.
 
 (1)
    
    Change in Control shall mean:
 (i)
    
    a change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act), whether or not the Company is then subject to such reporting
requirement;(ii)
    
    the public announcement (which, for purposes of this
definition, shall include, without limitation, a report filed pursuant to
Section 13(d) of the Exchange Act) by the Company or any person (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) that such person has
become the beneficial owner (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power of the
Companys then outstanding securities, determined in accordance with Rule
13d-3, excluding, however, any securities acquired directly from the Company
(other than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly from the
Company); however, that for purposes of this clause the term person shall not
include the Company, any subsidiary of the Company or any employee benefit plan
of the Company or of any subsidiary of the Company or any entity holding shares
of
 3




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Common Stock organized, appointed or established for, or pursuant to the
terms of, any such plan;
 (iii)
    
    the Continuing Directors cease to constitute a majority of the
Companys Board of Directors;(iv)
    
    consummation of a reorganization, merger or consolidation of,
or a sale or other disposition of all or substantially all of the assets of,
the Company (a Business Combination), in each case, unless, following such
Business Combination, (A) all or substantially all of the persons who were the
beneficial owners of the Companys outstanding voting securities immediately
prior to such Business Combination beneficially own voting securities of the
corporation resulting from such Business Combination having more than fifty
percent (50%) of the combined voting power of the outstanding voting
securities of such resulting Corporation and (B) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were Continuing Directors at the time of the action of
the Board of Directors of the Company approving such Business Combination;(v)
    
    approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company; or(vi)
    
    the majority of the Continuing Directors determine in their
sole and absolute discretion that there has been a change in control of the
Company.(vii)
    
    the definition of Change in Control is subject to changes as
may be determined by the Committee as necessary to comply with the requirements
of Section 409A of the Internal Revenue Code, as added by the American Jobs
Creation Act.
 (2)
    
    Continuing Director shall mean any person who is a member of the Board of
Directors of the Company, while such person is a member of the Board of Directors, who
is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined
below) of an Acquiring Person, or a representative of an Acquiring Person or of any
such Affiliate or Associate, and who (i) was a member of the Board of Directors on the
date of this Agreement as first written above or (ii) subsequently becomes a member of
the Board of Directors, if such persons initial nomination for election or initial
election to the Board of Directors is recommended or approved by a majority of the
Continuing Directors. For purposes of this subparagraph (b), Acquiring Person shall
mean any person (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) who or which, together with all Affiliates and Associates of such person, is the
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company representing twenty percent (20%)
or more of the combined voting power of the Companys then outstanding securities, but
shall not include the Company, any subsidiary of the Company or any employee benefit
plan of the Company or of any subsidiary of the Company or any entity holding shares of
Common Stock organized, appointed or established for, or pursuant to the terms of, any
such plan; and Affiliate and Associate shall have the respective meanings ascribed
to such terms in Rule 12b-2 promulgated under the Exchange Act.
  
    
    If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then one-third of the restricted stock units
(rounded down to the nearest whole unit) subject to this Award shall vest; and
    
    If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then two-thirds of the restricted stock units (rounded down to the
nearest whole unit) subject to this Award shall vest.
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
    
    If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then one-third of the restricted stock units
(rounded down to the nearest whole unit) subject to this Award shall vest; and
    
    If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then two-thirds of the restricted stock units (rounded down to the
nearest whole unit) subject to this Award shall vest.
  (1)
    
    Retirement shall mean the voluntary termination of your employment with your
Employer if on your Employment Termination Date (i) you are at least 55 years old, and
(ii) your age in years plus your years of service (as defined by the Company in its
sole discretion for the purposes of this Award) equals at least 65;(2)
    
    Elimination of Employment Position shall mean your employment with your
Employer is involuntarily terminated pursuant to a reduction in force undertaken by the
Company or one or more of its Affiliates;(3)
    
    Divestiture shall mean the sale or transfer of the business that employs you
by the Company such that either (i) for any period of time immediately after the moment
the divestiture closes you are an Employee of such business but are no longer employed
by the Company or an Affiliate of the Company, or (ii) there has been an involuntary
termination of your employment with your employer both in connection with and prior to
the closing of the sale or transfer of such business; and(4)
    
    Competitor of the Company shall mean any person or entity who is, or is
actively planning to engage in, the design, manufacture, sale, distribution or
servicing of any products or services that are sold in competition with any of the
products or services of the Company and its Affiliates at any time while you are
employed by such person or entity.
  
    
    If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then one-third of the restricted stock units
(rounded down to the nearest whole unit) subject to this Award shall vest if the
Company has achieved the Economic Performance Criteria for its fiscal year ended
October 31, 2006; and
 5




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
    
    If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then two-thirds of the restricted stock units (rounded down to the
nearest whole unit) subject to this Award shall vest if the Company has achieved
the Economic Performance Criteria for its fiscal years ended October 31, 2006 and
2007.
  10. Further Acts.
 11. New, Substituted or Additional Securities.
 12. Severability.
 13. Governing Law.
 14.
Limitation on Rights; No Right to Future Grants; Extraordinary
Item.
 15. Data Privacy Consent.
 6




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16. Execution of Award Agreement. Please acknowledge your acceptance of the terms and conditions
of the Award by signing one copy of this Agreement and returning it to ADCs HR Stock Compensation
Group at the address listed below.
 Very truly yours,ADC TELECOMMUNICATIONS, INC./s/ J D PflaumVice President and General Counsel
 ACCEPTANCE AND ACKNOWLEDGMENT
  «FIRST_NAME» «LAST_NAME»
    
    Dated:
 Government/Tax Payer #
 Address
 7




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Postal Mail
 Express Mail
 Facsimile
 8