Exhibit 10-r

ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN  (2002 Restatement)

First Effective September 1, 1990
As Restated Effective January 1, 2002

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ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN  (2002 Restatement)

TABLE OF CONTENTS

|                                        |     |                                                                        |  | Page
|--------------------------------------- | --- | ---------------------------------------------------------------------- |  | ----
|PREAMBLES                               |     | 1                                                                     
|SECTION 1    INTRODUCTION               |     | 2                                                                     
|                                        | 1.1 | Definitions                                                            |  |     
|                                        |     | 1.1.1        Accounts                                                  |  |     
|                                        |     | 1.1.2        Affiliate                                                 |  |     
|                                        |     | 1.1.3        Annual Enrollment Period                                  |  |     
|                                        |     | 1.1.4        Annual Valuation Date                                     |  |     
|                                        |     | 1.1.5        Beneficiary                                               |  |     
|                                        |     | 1.1.6        Code                                                      |  |     
|                                        |     | 1.1.7        Committee                                                 |  |     
|                                        |     | 1.1.8        Compensation                                              |  |     
|                                        |     | 1.1.9        Disability                                                |  |     
|                                        |     | 1.1.10    Effective Date                                               |  |     
|                                        |     | 1.1.11    Employer                                                     |  |     
|                                        |     | 1.1.12    ERISA                                                        |  |     
|                                        |     | 1.1.13    Excess Compensation                                          |  |     
|                                        |     | 1.1.14    Excess Savings Agreement                                     |  |     
|                                        |     | 1.1.15    Event of Maturity                                            |  |     
|                                        |     | 1.1.16    Participant                                                  |  |     
|                                        |     | 1.1.17    Plan                                                         |  |     
|                                        |     | 1.1.18    Plan Statement                                               |  |     
|                                        |     | 1.1.19    Plan Year                                                    |  |     
|                                        |     | 1.1.20    Principal Sponsor                                            |  |     
|                                        |     | 1.1.21    Recognized Employment                                        |  |     
|                                        |     | 1.1.22    Retirement Savings Plan                                      |  |     
|                                        |     | 1.1.23    Unit Share                                                   |  |     
|                                        |     | 1.1.24    Valuation Date                                               |  |     
|                                        |     | 1.1.25    Vested                                                       |  |     
|                                        | 1.2 | Rules of Interpretation                                                |  |     
|                                        | 1.3 | Transitional Rules                                                     |  |     
|SECTION 2    ELIGIBILITY AND ENROLLMENT |     | 5                                                                     
|                                        | 2.1 | Eligibility                                                            |  |     
|                                        | 2.2 | Special Eligibility Rule for Employees Eligible as of November 1, 2000 |  |     
|                                        | 2.3 | Special Eligibility Rule for Transition Benefit                        |  |     
|                                        | 2.4 | Excess Savings Agreement                                               |  |     
|                                        |     | 2.4.1        Deferral Percentages                                      |  |     
|                                        |     | 2.4.2        Automatic Cancellation                                    |  |     
|                                        |     | 2.4.3        Voluntary Cancellation                                    |  |     
|                                        |     | 2.4.4        Form of Agreement                                         |  |     
|                                        |     | 2.4.5        Employer Administrative Error                             |  |     
|                                        | 2.5 | Specific Exclusion                                                     |  |     

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|SECTION 3    ADDITIONS TO ACCOUNTS                    |     | 7                                                           
|----------------------------------------------------- | --- | ------------------------------------------------------------
|                                                      | 3.1 | Excess Savings Additions                                    
|                                                      |     | 3.1.1        Amount                                         
|                                                      |     | 3.1.2        Crediting the Account                          
|                                                      | 3.2 | Fixed Match Additions                                       
|                                                      |     | 3.2.1        Amount                                         
|                                                      |     | 3.2.2        Crediting the Account                          
|                                                      |     | 3.2.3        Eligible Participant                           
|                                                      | 3.3 | Performance Match Additions                                 
|                                                      |     | 3.3.1        Amount                                         
|                                                      |     | 3.3.2        Crediting the Account                          
|                                                      |     | 3.3.3        Eligible Participant                           
|                                                      | 3.4 | Transition Benefit                                          
|                                                      |     | 3.4.1        Amount                                         
|                                                      |     | 3.4.2        Crediting the Account                          
|                                                      | 3.5 | Nonduplication of Benefits                                  
|SECTION 4    ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS |     | 9                                                           
|                                                      | 4.1 | Participant Accounts                                        
|                                                      |     | 4.1.1.        Establishment of Accounts                     
|                                                      |     | 4.1.2.        Adjustment of Accounts                        
|                                                      |     | 4.1.3.        Investment of Accounts                        
|                                                      |     | 4.1.4.        Rules                                         
|                                                      | 4.2 | Dividend Adjustment for Phantom Stock                       
|                                                      | 4.3 | Antidilution Adjustment for Phantom Stock                   
|                                                      | 4.4 | Not Funded                                                  
|SECTION 5    VESTING ACCOUNTS                         |     | 10                                                          
|                                                      | 5.1 | Full Vesting                                                
|SECTION 6    MATURITY                                 |     | 11                                                          
|                                                      | 6.1 | Events of Maturity                                          
|                                                      | 6.2 | Effect of Maturity upon Further Participation in Plan       
|SECTION 7    DISTRIBUTION                             |     | 12                                                          
|                                                      | 7.1 | Time of Distribution                                        
|                                                      | 7.2 | Modification of Initial Designation and Failure to Designate
|                                                      | 7.3 | Forms of Distribution                                       
|                                                      | 7.4 | Distribution in Cash                                        
|                                                      | 7.5 | Designation of Beneficiaries                                
|                                                      |     | 7.5.1        Right To Designate                             
|                                                      |     | 7.5.2        Failure of Designation                         
|                                                      |     | 7.5.3        Disclaimers of Beneficiaries                   
|                                                      |     | 7.5.4        Definitions                                    
|                                                      |     | 7.5.5        Special Rules                                  
|                                                      |     | 7.5.6        Spousal Rights                                 
|                                                      | 7.6 | Death Prior to Full Distribution                            
|                                                      | 7.7 | Facility of Payment                                         

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|SECTION 8    SPENDTHRIFT PROVISIONS    |      | 16                                                   
|-------------------------------------- | ---- | -----------------------------------------------------
|SECTION 9    AMENDMENT AND TERMINATION |      | 17                                                   
|                                       | 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        Commutation of Installments             
|                                       |      | 9.2.7        Not Amendable                           
|SECTION 10    ADMINISTRATION           |      | 18                                                   
|                                       | 10.1 | Authority                                            
|                                       | 10.2 | Liability                                            
|                                       | 10.3 | Procedures                                           
|                                       | 10.4 | Claim for Benefits                                   
|                                       | 10.5 | Claims Procedure                                     
|                                       |      | 10.5.1        Original Claim                         
|                                       |      | 10.5.2        Claims Review Procedure                
|                                       |      | 10.5.3        General Rules                          
|                                       | 10.6 | Errors in Computations                               
|SECTION 11    PLAN ADMINISTRATION      |      | 20                                                   
|                                       | 11.1 | Principal Sponsor                                    
|                                       |      | 11.1.1        Officers                               
|                                       |      | 11.1.2        Compensation and Organization Committee
|                                       |      | 11.1.3        Board of Directors                     
|                                       |      | 11.1.4        Amendment                              
|                                       | 11.2 | Conflict of Interest                                 
|                                       | 11.3 | Administrator                                        
|                                       | 11.4 | Service of Process                                   
|SECTION 12    DISCLAIMERS              |      | 21                                                   
|                                       | 12.1 | Term of Employment                                   
|                                       | 12.2 | Employment                                           
|                                       | 12.3 | Source of Payment                                    
|                                       | 12.4 | Guaranty                                             
|                                       | 12.5 | Delegation                                           
|APPENDIX A                             |      | A-1                                                  

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ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN  (2002 Restatement)

WITNESSETH: That

WHEREAS,
ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (the "Principal Sponsor"), by resolution of its Board of Directors, has heretofore established and maintained a
nonqualified, unfunded, deferred compensation and supplemental retirement plan for the benefit of a select group of management or highly compensated eligible employees, which in its most restated
form, is embodied in a document effective January 1, 2001 and entitled "ADC Telecommunications, Inc. 401(k) Excess Plan (2001 Restatement);" and

WHEREAS,
The Principal Sponsor has reserved to itself the power to make further amendments of the Plan documents; and

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

NOW,
THEREFORE, The Plan documents are hereby amended and restated, effective as of January 1, 2002, to read in full as follows:

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SECTION 1    INTRODUCTION

1.1Definitions.    When the following terms are used herein with initial capital letters, they shall have the
following meanings:





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1.2Rules of Interpretation.    An individual shall be considered to have attained a given age on the individual's
birthday for that age (and not on the day before). 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.
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. 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; 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 adopted 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.

1.3Transitional Rules.    The Employer may adopt such transition rules as necessary to implement the Plan
Statement effective January 1, 2002, including, but not limited to, permitting the execution of Excess Savings Agreements prior to that date.

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SECTION 2    ELIGIBILITY AND ENROLLMENT

2.1Eligibility.    An employee is eligible to enroll in this Plan for a Plan Year if such employee: (i) is
in Recognized Employment on the November 1 immediately proceeding such Plan Year; and (ii) is selected by the Committee to participate in the Plan for such Plan Year.

2.2Special Eligibility Rule for Employees Eligible as of November 1, 2000.    Notwithstanding anything to
the contrary, any employee who was eligible to participate in this Plan on or before November 1, 2000 shall remain eligible to participate in this Plan for each Plan Year following
December 31, 2000 until such Participant's Event of Maturity pursuant to Section 6 of this Plan. Employees who are eligible to participate in this Plan pursuant to this rule shall not be
subject to the automatic cancellation rules in Section 2.4.

2.3Special Eligibility Rule for Transition Benefit.    Any employee of the Employer or an Affiliate who, in a Plan
Year, receives: (i) Excess Compensation and (ii) a Transition Benefit under the ADC Retirement Savings Plan shall be eligible for a contribution under this Plan.

2.4Excess Savings Agreement.    To enroll for participation in this Plan, an eligible employee must complete an
Excess Savings Agreement and deliver it to the Employer during the Annual Enrollment Period for the Plan Year in which the employee desires to participate in the Plan. Subject to the provisions of
Section 2.4.2 and Section 2.4.3, an employee's Excess Savings Agreement shall remain in effect for each subsequent Plan Year.



2.5Specific Exclusion.    Notwithstanding anything apparently to the contrary in the Plan or in any written
communication, summary, resolution or document or oral communication, no individual shall be a Participant in the Plan, develop benefits under the Plan or be entitled to receive benefits under the
Plan (either for the individual or the individual's survivors) unless such individual is a

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member of a select group of management or highly compensated 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 the Plan at any time. If any individual not so defined has
been erroneously treated as a Participant in the Plan, upon discovery of such error such individual's erroneous participation shall immediately terminateab
initioand upon demand such individual shall be obligated to reimburse the Principal Sponsor for all amounts erroneously paid to that individual.

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SECTION 3    ADDITIONS TO ACCOUNTS

3.1Excess Savings Additions.



3.2Fixed Match Additions.



3.3Performance Match Additions.



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3.4Transition Benefit.



3.5Nonduplication of Benefits.    The Plan shall be construed to prevent the duplication of benefits provided
under any other plan or arrangement, whether qualified or nonqualified, funded or unfunded, to the extent that such other benefits are provided directly or indirectly by the Employer.

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SECTION 4    ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS

4.1.Participant Accounts.



4.2Dividend Adjustment for Phantom Stock.    At such time that dividends are paid on common stock of the Employer,
the Unit Shares credited to the Participant's Account, if any, shall be increased by crediting in Unit Shares the amount of the dividend which would have been paid if the number of Unit Shares had
been shares of common stock of the Employer.

4.3Antidilution Adjustment for Phantom Stock.    In the event that the outstanding shares of stock of the
Employer, of whatever class or series, are increased, decreased or changed into or exchanged for a different number or kind of shares or other securities of the Employer or of another corporation by
reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, stock dividends or otherwise, then the number of Unit Shares
credited to the Participant's Account, if any, shall be adjusted so that the resulting number of Unit Shares shall be in the same ratio to the original number of Unit Shares as the number of shares of
stock of the Employer, of whatever class or series, outstanding immediately after the transaction described above giving rise to an adjustment hereunder bears to the number of shares of stock of the
Employer, of whatever class or series, outstanding immediately prior to the transaction. Adjustments shall be made as are necessary to prevent dilution or enlargement of the benefits credited under
the Plan.

4.4Not Funded.    The obligations of the Employer to make payments under this Plan constitutes 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 the Plan out of its general assets. All references to accounts,
accruals, gains, losses, income, expenses, payments, custodial funds and the like are included merely for the purpose of measuring the Employer's obligation to Participants in the Plan and shall not
be construed to impose on the Employer the obligation to create any separate fund for purposes of the Plan.

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SECTION 5    VESTING ACCOUNTS

5.1Full Vesting. The Accounts of each Participant shall be fully (100%) Vested at all times.

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SECTION 6    MATURITY

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



provided,
however, that a transfer from Recognized Employment to employment with the Employer or an Affiliate that is other than Recognized Employment shall not constitute an Event of Maturity.

6.2Effect 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 all Accounts as provided in Section 7, adjusted from time to time as provided in
Section 4.

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SECTION 7    DISTRIBUTION

7.1Time of Distribution.    Upon the occurrence of an Event of Maturity effective as to a Participant, the
Employer shall make or commence distribution of the Participant's Total Account (reduced by the amount of any applicable payroll, withholding and other taxes) as of one of the following times as the
Participant shall designate in writing prior to the first Plan Year in which the Participant first receives additions to the Participant's Accounts.



7.2Modification of Initial Designation and Failure to Designate.



7.3Forms of Distribution.    Distribution of the Participant's Total Account shall be made to the Participant or
the Beneficiary entitled to receive distribution (the "Distributee") in one of the following ways as the Participant shall designate in writing prior to the first Plan Year in which the Participant
first receives additions to the Participant's Accounts.



The
amount of the installment distribution to be made in substantially equal annual installments shall be determined by dividing the Account value as of the Valuation Date of the installment
distribution by the number of remaining installments (including the installment being computed).

7.4Distribution in Cash.    The Employer shall make or commence distribution of the Participant's Total Account in
cash. The portion of the Participant's Account credited with Unit Shares of phantom stock to be distributed as of a Valuation Date shall be converted to a dollar amount based on the price of ADC
Telecommunications, Inc. common stock on the NASDAQ as of the close of the NYSE.

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7.5Designation of Beneficiaries.



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7.6Death Prior to Full Distribution.    If a Participant dies after an Event of Maturity but before distribution
of the Participant's Total Account has been completed, the remainder of the undistributed Total Account shall be distributed in the same manner as herein before provided in the Event of Maturity by
reason of death. If, at the death of the Participant, any payment to the Participant was due or otherwise pending but not actually paid, the amount of such payment shall be included in the Total
Account which is payable to the Beneficiary (and shall not be paid to the Participant's estate).

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7.7Facility of Payment.    In case of the legal disability, including minority, or 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:



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.

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

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SECTION 9    AMENDMENT AND TERMINATION

9.1Amendment and Termination.    The Compensation and Organization Committee of the Board of Directors of ADC
Telecommunications, Inc. hereby reserves the power to unilaterally amend the Plan
Statement and to partially terminate or totally terminate the Plan and to reduce, suspend or discontinue its additions to the Plan, either prospectively or retroactively or both; provided that no
amendment or termination shall be effective to reduce or divest the Accounts of any Participant without such Participant's consent. The Retirement Committee is authorized to amend the Plan Statement
in any respect that does not materially increase the cost of the Plan.

9.2Change in Control.



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SECTION 10    ADMINISTRATION

10.1Authority.    The Plan shall be administered by the Committee, which shall have full discretionary power and
authority to administer and interpret the Plan and to determine all factual and legal questions under the Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the
amount of their respective interests. The Committee may delegate or redelegate to one or more persons, jointly or severally, and whether or not such persons are members of the Committee or employees
of the Employer, such functions assigned to the Committee hereunder as it may from time to time deem advisable.

10.2Liability.    No member of the Committee and no director or member of the management of the Employer shall be
liable to any persons for any actions taken under the Plan, or for any failure to effect any of the objective or purposes of the Plan, by reason of insolvency or otherwise.

10.3Procedures.    The Committee may from time to time adopt such rules and procedures as it deems appropriate to
assist in the administration of the Plan.

10.4Claim for Benefits.    No employee or other person shall have any claim or right to payment of any amount
hereunder until payment has been authorized and directed by the Committee.

10.5Claims Procedure.    Until modified by the Committee, the claims procedure set forth in this
Section 10.5 shall be the claims procedure for the resolution of disputes and disposition of claims arising under the Plan.



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10.6Errors in Computations.    The Committee shall not be liable or responsible for any error in the computation
of any benefit payable to or with respect to any Participant resulting from any misstatement of fact made by the Participant or by or on behalf of any Beneficiary to whom such benefit shall be
payable, directly or indirectly, to the Committee, and used by the Committee in determining the benefit. The Committee shall not be obligated or required to increase the benefit payable to or with
respect to such Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant. However, the benefit of any Participant which is
overstated by reason of any such misstatement or any other reason shall be reduced to the amount appropriate in view of the truth (and to recover any prior overpayment).

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SECTION 11    PLAN ADMINISTRATION

11.1Principal Sponsor.



11.2Conflict 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, the Participant shall have no authority as such officer, employee or member with
respect to any matter specially affecting the 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 the Participant and the Participant shall act only
in the Participant's individual capacity in connection with any such material.

11.3Administrator.    The Principal Sponsor shall be the administrator for purposes of Section 3(16)(A) of
ERISA.

11.4Service of Process.    In the absence of any designation to the contrary by the Principal Sponsor, the
Secretary of the Principal Sponsor 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.

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SECTION 12    DISCLAIMERS

12.1Term of Employment.    Neither the terms of the 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.

12.2Employment.    The terms of the Plan Statement shall not give any employee the right to be retained in the
employment of the Employer.

12.3Source 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 Accounts distributed
to any Participant or Beneficiary, as the case may be, for such payments. In each case where Accounts 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.

12.4Guaranty.    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.

12.5Delegation.    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 the Plan Statement or pursuant to procedures
set forth in the Plan Statement.

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APPENDIX ACHANGE IN CONTROL SPECIAL DEFINITIONS

For purposes of Plan Section 9.2, the following special definitions shall apply:

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A-2

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A-3

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