AutoCoded Document





April  25, 2002




Michael Pratt

3409 Cabriolet Court
Plano, TX  75023



Dear Michael:



This offer
letter replaces in its entirety the offer letter that I sent to you on April 22, 2002.



I am very
pleased to offer you employment with ADC for the position of ADC Vice President and
President of ADC's Wireline Business  Unit.  You will report directly to ADC's CEO Rick
Roscitt. The terms of our offer are as follows:



Salary
Your
starting salary will be at an annualized rate of $350,000, payable bi-weekly.



Sign On Bonus

ADC will provide you a one-time sign on bonus of $75,000, less all-applicable
withholdings, to be paid to you within 30 days of your employment. 



Annual
Incentive
You are eligible to participate in the FY02 Management Incentive Plan. The
plan provides a target opportunity of 55% of salary paid during the fiscal year.



Stock Option
Grant
Effective the last trading day of the month in which your employment with ADC
begins, you will be granted non-qualified options in 325,000 shares of ADC stock. If
the closing value of ADC stock on that day exceeds $4.50 per share, your grant will be
limited to a face value of $1,462,500. The grant price will be ADC's closing price on
the date of grant. One-third of the options will vest on the one-year anniversary of
the grant date and the remaining balance of the options vest in one-eighth (1/8)
increments at each three-month period following the first year anniversary date. The
options will be fully vested on the third year anniversary of the grant. The next time
you may be eligible for a stock option grant under this program is in December 2002.



Restricted
Stock Grant
Also on the last trading day of the month in which
your employment with ADC begins, you will be granted 75,000 shares of restricted stock.
One-third of the restricted stock shares will vest on the one-year anniversary of the
grant date; one-third will vest on the two-year anniversary of the grant date, and the
grant will be fully vested on the three-year anniversary of the grant.









Michael Pratt

April 25, 2002
Page 2



Additional
Stock Programs
You will be eligible for ADC's Executive Stock Ownership Program, which
specifies ownership levels expected of ADC officers. The program also provides
additional stock options as part of December annual grants for executives who have
adequate ownership of ADC stock.



For Fiscal Year
2003, you will be eligible for any FY03 Executive Incentive Exchange Program.  Terms of
ADC's FY02 program provide  that eligible participants can exchange up to 50% of their
Management Incentive for stock options - the number of option shares  granted as a result
of the exchange will equal the dollar amount of the MIP award elected to be exchanged
multiplied by 4.5, with  this product being divided by the closing market value of ADC
common stock on the effective date of the grant.



Plan materials
for the Executive Stock Ownership Program and the FY02 Executive Incentive Exchange
Program are enclosed.



Perquisites

You will also be eligible to receive ADC's Executive Perquisites, which
includes an annual payment of $10,000. Currently, perquisite payments are made on a
monthly basis. In July, we anticipate moving to a bi-weekly payment schedule.



Benefits

As a regular full-time employee, you will be eligible to participate in ADC's
complete benefit programs. You will be eligible for coverage under the group medical
plan, dental insurance, life insurance and disability programs. You will be eligible to
enroll in the Global Employee Stock Purchase Plan during the next enrollment period and
to participate in the 401(k) plan. As a participant in the 401(k) plan, following one
year of employment, you will be eligible to receive the company match, which will be
fully vested as of the date of the contribution.



Relocation

Your immediate work location will be ADC's Richardson, Texas site, with
travel to other ADC and customer locations as required to support the business. Within
14 months of your hire date you will be expected to relocate your family residence as
required to most effectively support the business. The specific ADC work location will
be determined at that time by ADC's CEO, taking your recommendation into strong
consideration. Based on the current business profile, your relocation would to be to
Tustin, California or World Headquarters in Eden Prairie, Minnesota.



ADC will
support your relocation in a manner reflective of your executive status with ADC.  This
support will include home sale and  home purchase assistance.  Should your relocation be
to Tustin California, ADC will provide a special relocation provision to  partially
offset the living cost differential between the two locations. Prior to relocating your
family residence, ADC will provide  or reimburse expenses associated with a leased
accommodation in the Tustin area, as well as the limited movement of personal goods,
including an automobile.



Separation

Employment with ADC is for no specific period of time and is at-will. Either
you or ADC is free to terminate this employment relationship at any time, for any
reason, with or without cause. 













Michael Pratt

April 25, 2002
Page 3



In the event of
a Change in Control, as defined by ADC's Executive Change in Control Severance Plan, the
terms of that plan will  apply to you. If within three years from your start date and in
circumstances not covered by ADC's Change in Control Plan, you are  (a) involuntarily
terminated for reasons other than willful and continued failure to perform duties or
willful misconduct or (b) you  voluntarily terminate in association with a job
reassignment not of comparable responsibility or status, or a reduction in base pay,  ADC
will provide you severance payments totaling 18 months of your current base salary,
provided you sign an ADC waiver and release  agreement.



Requirements

This offer of employment is contingent upon each of the following:



	•	 	 Your
completion and passing of a drug test.  A copy of ADC's Drug Free Workplace Policy is
enclosed with this letter and  instructions are included which identify the place where
the testing is conducted.





	•	 	 Presentation
of valid proof that you are authorized to work in the United States (I-9 verification).





	•	 	 Your
review and signature acknowledging your agreement to comply with the ADC Invention,
Copyright and Trade Secret  Agreement and the ADC Code of Business Conduct.  A copy of
each document is enclosed for your review.  You will be asked to sign  and return an
accompanying signature page for these documents.







Because of your
position within ADC, we expect that you will be designated as a "Section 16"
reporting officer by ADC's Board of  Directors, which will subject you to the reporting
requirements and trading restrictions with respect to ADC common stock that are  imposed
by Section 16 of the Securities Exchange Act of 1934.  We will provide you with
additional materials regarding ADC's Section  16 compliance program shortly after your
commencement date.  We will, however, need to obtain all information regarding your
current  holdings in ADC common stock within a few days following your commencement date,
in order to make the required filings with the  Securities and Exchange Commission on a
timely basis.



ADC has hired
you because of your general background and experience and does not want or expect you to
use any confidential or trade  secret information in discharging your duties for ADC.  By
accepting ADC's offer employment, you are warranting that you are not  bringing any trade
secret or confidential materials with you to ADC, that you understand that ADC does not
want you to disclose any  trade secrets or confidential information from your former
employer, and that you will discharge your duties at ADC without relying  on any
confidential or trade secret information you may have acquired in your former employment.




Also included
is an employment application that we ask you to complete and return to us in the enclosed
envelope prior to your start  date.



Please confirm
your decision by acknowledging and returning one copy of this letter.  Your first day of
employment will be mutually  agreed upon.












Michael Pratt

April 25, 2002
Page 4




Michael, on
behalf of everyone here at ADC, we look forward to your joining the team. If you have any
questions, please do not  hesitate to call me at 952-917-0706.




Sincerely, 




/s/ Laura Owen 




Laura Owen
Vice President, Human Resources



	cc: 	 	Rick
Roscitt
Nelda Moffett 







Enclosures




To acknowledge
your acceptance of this offer and the terms and conditions, please sign and return this
original prior to your start  date.



	/s/ Michael
      K. Pratt	 	5/1/02
	Name	 	Date