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Exhibit 10-bb
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                          ADC TELECOMMUNICATIONS, INC.
                               PENSION EXCESS PLAN
                               (1989 Restatement)


                         First Effective January 1, 1985
                As Amended and Restated Effective January1, 1989


                                       AND


                                  As Amended By

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


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                          ADC TELECOMMUNICATIONS, INC.
                               PENSION EXCESS PLAN
                               (1989 Restatement)


     WHEREAS, ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (hereinafter
sometimes referred to as the "Employer") and certain subsidiaries of the
Employer have heretofore adopted and currently maintain a defined benefit
pension plan known as the ADC Telecommunications, Inc. Pension Plan (hereinafter
the "Pension Plan") for the purpose of developing retirement benefits for
employees; and

     WHEREAS, The Pension Plan is subject to the Employee Retirement Income
Security Act of 1974, as amended (hereinafter "ERISA") and is intended to
qualify under section 401(a) of the Internal Revenue Code of 1986, as amended
(hereinafter the "Code"); and

     WHEREAS, By operation of section 401(a) of the Code, benefits which may be
paid under the Pension Plan are restricted so that they do not exceed certain
maximum limitations established under section 415 of the Code; and

     WHEREAS, For benefits accruing under the Pension Plan during plan years
beginning after December 31, 1988, the maximum amount of annual compensation
which may be taken into account for any employee may not exceed a fixed dollar
amount which is established under section 401(a)(17) of the Code; and

     WHEREAS, ERISA authorizes the establishment of an unfunded, nonqualified
plan of deferred compensation maintained by an employer solely for the purpose
of providing benefits for employees which are in excess of the limitations on
benefits and allocations imposed on qualified plans by section 415 of the Code;
and

     WHEREAS, ERISA also authorizes the establishment of an unfunded,
nonqualified plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees;
and

     WHEREAS, Effective November 1, 1978, the Employer did establish a
nonqualified plan known as the Magnetic Controls Company Deferred Compensation
Plan (the "Deferred Compensation Plan") and is in the process of amending and
restating the same effective January1, 1989, in a document known as the ADC
Telecommunications, Inc. Deferred Compensation Plan (1989 Restatement); and

     WHEREAS, Effective September 1, 1990, the Employer did establish a
nonqualified plan known as the ADC Telecommunications, Inc. 401(k) Excess Plan
(the "401(k) Excess Plan"); and

     WHEREAS, The deferral of income under the Deferred Compensation Plan and
the 401(k) Excess Plan reduces the benefits payable under the Pension Plan; and

     WHEREAS, The Employer may establish additional plans to defer compensation
(including but not limited to the "Executive Incentive Exchange Plan") which
also would reduce the benefits payable under the Pension Plan (any such plan or
plans, together with the Deferred Compensation Plan and the 401(k) Excess Plan,
shall collectively be referred to as the "Other Plans"); and

     WHEREAS, It is in the interest of the Employer to provide the full benefits
promised to certain employees under the Pension Plan without regard to the
limitations on benefits and

<PAGE>

allocations imposed by section 415 of the Code, the compensation limitation
imposed by section 401(a)(17) of the Code, and the deferral of income under the
Other Plans, and that an unfunded nonqualified deferred compensation plan be
maintained for this and other purposes; and

     WHEREAS, Effective January 1, 1985, the Employer did establish a
nonqualified, unfunded plan known as the Magnetic Controls Company Excess
Benefits Plan to provide benefits in excess of the limitations imposed by
section 415 of the Code; and

     WHEREAS, The Employer has reserved to itself the power to amend such plan;

     NOW THEREFORE, The Employer does hereby amend the previously established
Magnetic Controls Company Excess Benefits Plan and restate it to incorporate
features of an unfunded, nonqualified deferred compensation plan, the terms and
conditions of which are as follows:

1.   Plan Name.  This plan shall be referred to as the ADC TELECOMMUNICATIONS,
INC. PENSION EXCESS PLAN (1989 Restatement) (hereinafter the "Plan").

2.   Participants.

     2.1. General Rules.  The individuals eligible to participate in and receive
benefits under the Plan (the "Participants") are those employees of the Employer
and its subsidiaries who, on or after January1, 1985:

     (a)  are participating employees in the Pension Plan; and

     (b)  are actively employed by the Employer or one of its subsidiaries;
          and

     (c)  are approved for participation in this Plan by the Board of
          Directors of the Employer (the "Board of Directors").

     2.2. Specific Exclusions.  Notwithstanding anything apparently to the
contrary in this Plan or in any written communication, summary, resolution or
document or oral communication, no person shall be a Participant in this Plan,
develop benefits under this Plan or be entitled to receive benefits under this
Plan (either for such person or such person's survivors) unless such person is a
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 a person is not a member of a select group of management or
highly compensated employees (as that expression is used in ERISA), such person
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.

3.   Benefit for Participants.

     3.1. Amount.  This Plan shall pay to each Participant the excess, if any,
          of:

     (a)  the amount that would have been payable under the Pension Plan to the
          Participant if such benefit had been determined without regard to the
          benefit limitations under section 415 of the Code, the compensation
          limitation of section 401(a)(17) of the Code, and the deferral of
          income under the Other Plans, over

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     (b)  the amount actually paid from the Pension Plan.

For the purpose of this Section3.1, the benefit is expressed as a single life
annuity as that term is defined under the Pension Plan as if benefits had
commenced under the Pension Plan as of the first day of the calendar month
following the Participant's termination of employment.

     3.2. Form of Distribution.  This benefit shall be, in all cases, converted
to an actuarially equivalent single lump sum on the first day of the calendar
month following the Participant's Termination of Employment (the "Lump Sum
Amount").  The payments (minus all withholding and payroll taxes which must be
deducted therefrom) shall be paid or commenced from the general assets of the
Employer to the Participant.  Such payment shall be in full and complete
discharge of all benefits payable to, or with respect to the Participant under
this Plan including, but not limited to, all survivor benefits and all optional
forms of benefit to which the Participant or spouse might otherwise have been
entitled.  The consent of a spouse, joint annuitant or beneficiary shall not be
required before making the annual installment or single lump sum payment herein
described.  Actuarially equivalent value shall be calculated by reference to the
interest and mortality factors in effect under the Pension Plan at the time the
benefit is payable.  Distribution of the Participant's benefit shall be made to
the Participant or the Beneficiary entitled to receive the distribution in
accordance with the following rules.

          3.2.1.  Form of Distribution.  Distribution of benefits accrued on or
     after April1, 1996, shall be made in whichever of the following forms the
     Participant shall have designated in writing at the time required by the
     Employer (to the extent that such election is consistent with the rules of
     this Plan Statement).  The Employer shall unilaterally designate the form
     of distribution of all benefits accrued prior to April 1, 1996.

     (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 actuarially
          equivalent single lump sum value of the benefit 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.

     (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 and died after
          termination of employment but before distribution commenced and the
          actuarially equivalent single lump sum value of the benefit 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.

     (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

                                       -3-

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          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.

          3.2.2.  Installment Amounts.  If the Distributee's benefit will be
     distributed in the form of a series of annual installments payable over ten
     (10) years, a bookkeeping account ("Account") will be created for the
     purpose of paying the benefit to the Distributee.  The initial value of the
     Account shall equal the Distributee's Lump Sum Amount.  The amount of the
     annual installments shall be determined by dividing the amount of the
     Distributee's Account as of the December31 as of which the installment is
     being paid by the number of remaining installment payments to be made
     (including the payment being determined).

     (a)  Valuation and Adjustment of Accounts.  Each Distributee's Account
          shall be valued as of the last day of each calendar month (the
          "Valuation Date").  As of each 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 adjustment made in the following sequence:

           (i) The Initial Account Value shall be increased by an amount equal
               to the balance of the Account as of the preceding Valuation Date
               multiplied by the Interest Rate and multiplied by a fraction, the
               numerator of which is one (1) and the denominator of which is
               twelve (12); and

          (ii) 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.

     (b)  Interest Rate.  For purposes of this Section 3.2, the "Interest Rate"
          shall mean the rate of interest charged on the Valuation Date for
          which interest is being credited 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).

          3.2.3.  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.

     3.3. Time.  Any lump sum payment shall be made as of the first day of the
calendar month following the Participant's termination of employment and actual
payment shall be made as soon as administratively feasible thereafter.  Any
annual installment payments shall be commenced as of the December 31 coincident
with or next following the Participant's termination of employment and actual
payment shall be commenced as soon as administratively feasible thereafter. In
the event of the Participant's death before actual payment of a lump sum
distribution is made, payment shall be made to the Participant's estate.  In the
event of the Participant's death before actual payment of an annual installment
distribution is commenced, payment shall be made to the Participant's designated
beneficiary.  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


                                       -4-

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Participant under section 162(m) of the Code, the Employer may unilaterally
delay the time of the making or commencement of payment for up to twenty-four
(24) months after the date such initial payment would otherwise be payable.

     3.4. Designation of Beneficiaries for Installment Payments.  This section
3.4 applies only to Participants who are entitled to receive a distribution in
the form of annual installments and who has elected to receive distribution of
the Participant's benefit in the form of annual installments.

          3.4.1.  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, except as
     provided in Section3.4.6.  No such designation, change or revocation shall
     be effective unless executed by the Participant and received by the
     Employer during the Participant's lifetime.

          3.4.2.  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

     (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.

          3.4.3.  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


                                       -5-

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     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.

          3.4.4.  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.

          3.4.5.  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 3.4.2 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 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.


          3.4.6.  Spousal Rights.  No person designated to be a Beneficiary,
     other than a spouse or surviving spouse, shall have any rights or interest
     in the benefits accumulated under this Plan including, but not limited to,
     the right to be the sole


                                       -6-

<PAGE>

     Beneficiary or to consent to the designation of Beneficiaries (or the
     changing of designated Beneficiaries) by the Participant.

          Notwithstanding the foregoing, a designation will not be valid for the
     purpose of paying benefits from the Plan to anyone other than a surviving
     spouse of the Participant (if there is a surviving spouse) unless that
     surviving spouse consents in writing to the designation of another person
     as Beneficiary.  To be valid, the consent of such spouse must be in
     writing, must acknowledge the effect of the designation of the Beneficiary
     and must be witnessed by a notary public.  The consent of the spouse to a
     Beneficiary is not a waiver of any rights to pre-retirement death benefits
     under the Plan because a Beneficiary designation under this Section3.4 is
     only effective for annual installment payments due after the Participant's
     termination of employment.  The consent of the surviving spouse need not be
     given at the time the designation is made.  The consent of the surviving
     spouse need not be given before the death of the Participant.  The consent
     of the surviving spouse will be required, however, before benefits can be
     paid to any person other than the surviving spouse.  The consent of a
     spouse shall be irrevocable and shall be effective only with respect to
     that spouse.

4.   Death Benefit for Surviving Spouse.

     4.1. Amount.  In the event of the Participant's death, this Plan shall pay
to the surviving spouse or other joint or contingent annuitant or beneficiary of
a Participant the excess, if any, of:

     (a)  the amount that would have been payable under the Pension Plan to the
          surviving spouse if such benefit had been determined without regard to
          the benefit limitations under section 415 of the Code, the
          compensation limitation of section 401(a)(17) of the Code, and the
          deferral of income under the Other Plans, over

     (b)  the amount actually paid to the surviving spouse from the Pension
          Plan.

     4.2. Form.  This benefit (minus the withholding and payroll taxes which
must be deducted therefrom) shall be paid to the surviving spouse directly from
the general assets of the Employer in a single lump sum that is the actuarially
equivalent value of the amount determined under Section4.1.  Actuarially
equivalent value shall be calculated by reference to the interest and mortality
factors in effect under the Pension Plan at the time the benefit is payable.


     4.3. Time.  The payment shall be made as of the first day of the calendar
month following the Participant's death and actual payment shall be made as soon
as administratively feasible thereafter.  In the event of the surviving spouse's
death before actual payment is made, payment shall be made to the surviving
spouse's estate.

5.   280G Limitation.  The amount of any distribution to be received by a
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


                                       -7-

<PAGE>

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.

6.   Forfeiture of Benefits.  All unpaid benefits under this Plan shall be
forfeited upon the determination by the Board of Directors that the Participant,
either before or after termination of employment:

     (a)  has engaged in a criminal or fraudulent activity resulting in harm to
          the Employer or an affiliate, or

     (b)  has divulged to a competitor any significant confidential information
          or trade secrets of the Employer or an affiliate, or

     (c)  has provided the Employer or affiliate with materially false reports
          concerning such Participant's business interests or employment, or

     (d)  has made materially false representations which are relied upon by the
          Employer or an affiliate in furnishing information to a shareholder,
          auditors or any regulatory or governmental agency, or

     (e)  has maintained an undisclosed, unauthorized and material conflict of
          interest in the discharge of the duties owed by such Participant to
          the Employer or an affiliate, or

     (f)  has engaged in conduct causing a serious violation of state or federal
          law by the Employer or an affiliate, or

     (g)  has engaged in reckless or grossly negligent activity toward the
          Employer or an affiliate which is admitted or judicially proven and
          which results in significant harm to the Employer or an affiliate, or

     (h)  has engaged in the theft of assets or funds of the Employer or an
          affiliate, or

     (i)  has engaged in fraud or dishonesty toward the Employer or an affiliate
          which is admitted or judicially proven, or

     (j)  has been convicted of any crime which directly or indirectly arose out
          of such Participant's employment relationship with the Employer or an
          affiliate or materially affected such Participant's ability to
          discharge the duties of employment with the Employer or an affiliate,
          or

     (k)  shall fail at or after the time of such Participant's termination of
          employment to execute a form of release and waiver prepared by and
          acceptable to the Employer releasing the Employer (and its officers,
          directors, employees and agents) from all direct or indirect claims
          for


                                       -8-

<PAGE>

          workers' compensation benefits, unemployment compensation benefits,
          claims arising as a result of employment discrimination, employment
          related claims arising under tort, breach of contract (express or
          implied) or any other law or theory and all other similar types of
          claims (whether known or unknown) as the Employer may specify or,
          after executing such a release or waiver, shall fail to abide by its
          terms.

7.   Spendthrift Provisions.  No Participant or beneficiary shall have any
transmissible interest in this Plan 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
interest in this Plan be subject to attachment, garnishment, execution following
judgment or other legal process while in the possession or control of the
Employer.

This Section shall not prevent the Employer from exercising, in its discretion,
any of the applicable powers and options granted to it, as such powers may be
conferred upon them by any applicable provision hereof.

8.   Claims Procedure.  The claims procedure set forth in this Section 8.4 shall
be the claims procedure for the disposition of claims for benefits arising under
the Plan.

     8.1. 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.

     8.2. 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.

     8.3. 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
          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.


                                       -9-

<PAGE>

     (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.

9.   Change In Control Provisions.

     9.1. In General.  Notwithstanding any other provision of the Plan,
Section9.3 and Section9.4 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 Pension Plan.  A Maturity
Date following a Change in Control must be effective as to this Plan.

     9.2. Special Definitions.  For purposes of this Section 9.2, the special
definitions in Section 7.6.2 of the Pension Plan, as amended, shall apply.

     9.3. Amendment.  Notwithstanding any other provision of the Plan, during
the two (2) years following the date of a Change in Control, the provisions of
the Plan 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.

     9.4. Not Amendable.  Notwithstanding any other provision of the Plan, this
Section 9 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.

10.  Funding.  All benefits payable under this Plan shall be paid exclusively
from the general assets of the Employer and no fund or trust shall be
established apart from the general assets of such corporation for this purpose
nor shall any assets or property be segregated or set apart from such
corporation's general assets for the purposes of funding this Plan.

11.  Amendment and Termination.  Except as otherwise provided in Section 9, the
Board of Directors may amend this Plan prospectively, retroactively, or both, at
any time and for any reason deemed sufficient by it without notice to any person
affected by this Plan and may likewise terminate or curtail the benefits of this
Plan both with regard to persons expecting to receive benefits hereunder in the
future and persons already receiving benefits at the time of such action.


                                      -10-

<PAGE>

12.  Construction.  This Plan is adopted with the understanding that it is in
part an unfunded excess benefit plan within the meaning of Section 3(36) of
ERISA and is in part an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees as provided in sections 201(2), 301(3) and 401(a)(1) of
ERISA.  Each provision hereof shall be interpreted and administered accordingly.


          Unless a contrary intention is clearly expressed herein, terms defined
in the Pension Plan and used in this Plan shall have the meanings assigned in
the Pension Plan insofar as this Plan is developing benefits by reference to the
Pension Plan.

          It is specifically contemplated that the Pension Plan will, from time
to time, be amended and possibly terminated.  All such amendments and
terminations shall be given effect under this Plan (it being expressly intended
that this Plan shall not freeze or lock-in the benefit structures of the Pension
Plan as they exist at the adoption of this Plan or upon the commencement of
participation by any Participant).

          This Plan is adopted in the State of Minnesota and shall be construed
and enforced according to the laws of that State to the extent such laws are not
preempted by federal law.

          This Plan will not provide any excess benefits with respect to any
stock bonus plan, employee stock ownership plan or PAYSOP.  This 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.

13.  Determinations - Rules and Regulations.

     13.1.     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 sole 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 that
party hereunder and need not inquire into the accuracy thereof, nor be charged
with any notice to the contrary.

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

     13.3.     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 thereof who has been authorized to make such certification or to
give such notices or consents.

     13.4.     Information Furnished by Participants.  The Employer shall not be
liable or responsible for any error in the computation of the benefit 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 benefit.  The Employer shall not be obligated or required to
increase the benefit 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 benefit of any Participant which is overstated by
reason of any such misstatement shall be reduced to the amount appropriate for
the Participant in view of the truth.


                                      -11-

<PAGE>

14.  Plan Administration.

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

     14.2.     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 jointly or severally, and whether or not
such persons are directors, officers or employees, such functions assigned to
the Employer hereunder as the Chief Executive Officer may from time to time deem
advisable.

     14.3.     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 the Plan and to terminate the Plan.

     14.4.     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,
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 matter.

     14.5.     Administrator.  The Employer shall be the administrator for
purposes of section 3(16)(A) of ERISA.

     14.6.     Service of Process.  In the absence of any designation to the
contrary by the Employer, the Secretary of the Employer 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.

15.  Disclaimers.

     15.1.     Term of Employment.  Neither the terms of the Plan nor the
benefits hereunder nor the continuance thereof shall be a term of the employment
of any employee.  The Employer shall not be obligated to continue the Plan.

     15.2.     Employment.  The terms of the Plan shall not give any employee
the right to be retained in the employment of the Employer.  This Plan shall not
alter, enlarge or diminish any person's employment rights or obligations or any
person's rights or obligations under the Pension Plan or any other employee
benefit plan maintained by the Employer.


                                      -12-

<PAGE>

     15.3.     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 benefits distributed to any Participant or beneficiary, as
the case may be, for such payments.  In each case where benefits 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.

     15.4.     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.

     15.5.     Delegation.  The Employer and its officers and the members of the
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 or pursuant to procedures set
forth in the Plan.


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


---------------, 1992                             ADC TELECOMMUNICATIONS, INC.



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


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


                                      -13-