AutoCoded Document





SEVERANCE
AGREEMENT AND 
GENERAL RELEASE



     This
Severance Agreement and General Release (“Agreement”) is entered into
by Ron Lowy (“Employee”), ADC Telecommunications, Inc.
(“ADC”), and GenTek Inc. (“GenTek”) (collectively, the
“Parties”).



     WHEREAS,
Employee  was a  Participant  in a GenTek Inc.  Key  Employee  Retention  Plan
("KERP")  and signed a GenTek,  Inc.  Retention Plan Participation Agreement on
April 4, 2003; and



     WHEREAS,
ADC has assumed obligations under the KERP pursuant to a business agreement with GenTek;
and 



     WHEREAS,
a triggering event has occurred under the KERP and Employee’s employment
with ADC is being terminated; and



     WHEREAS,
the Employee is entitled to receive certain severance benefits under the terms
of a Key Employee Retention Plan (the “KERP”) in exchange for
Employee’s full release of any claims that the Employee may have against
ADC and GenTek, and in exchange for the other covenants and agreements contained
herein;



     NOW,
THEREFORE, in consideration of the promises and mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are expressly acknowledged, the Parties agree and promise
as follows:



     1. EMPLOYEE'S SEPARATION. Pursuant
 to this Agreement, Employee's employment shall be terminated effective as of October 31,
2004, the "Separation Date").



     2. SEVERANCE AND CONSIDERATION.



          a.
Pursuant to the terms and conditions of the KERP, within sixty (60) days after
the Separation Date, and provided Employee has not rescinded his acceptance of
this Agreement as permitted under Section 14 below, then: (i) Employee shall be
entitled to be paid by ADC the severance sum of $1,260,000 less applicable
withholdings; (ii) Employee shall be entitled to the benefit of the
“Gross-Up Payment” referenced in Section 4.04 of the KERP, which
amount is in good faith estimated as of October 15, 2004 to be $544,905.
Employee acknowledges that if it is subsequently determined that such estimated
payment is higher than the actual payment that is finally determined to be owed,
then Employee must repay the difference, plus interest, as referenced in the
KERP. Likewise, if it is determined that the good faith estimate is lower than
the actual payment that is finally determined to be owed, then ADC will pay such
additional difference to Employee. (iii) For a period continuing until the
earlier of Employee becoming covered under a different employer’s plan or
until October 31, 2006, Employee shall be provided with life, health care,
medical, and dental benefits at a comparable level under which Employee would
have been entitled as an active Employee. For the period of such coverage,
Employee is responsible for the equivalent of the Employee-paid share of such
benefits. After this period the continuation rights of the Employee in these
benefits shall cease. (Severance consideration components (i), (ii) and (iii)
are collectively referred to in this Agreement as the “Severance
Package.”)





          b.
Employee acknowledges and agrees that the Severance Package constitutes
consideration beyond that which, but for the mutual covenants set forth or
referenced in this Agreement, ADC would not be obligated to provide, and
Employee otherwise would not be entitled to receive;












          c.
Employee acknowledges that Employee remains bound by the terms of the
Non-Solicitation, Non-Compete, Non-disclosure and Non-Disparagement Agreement
previously signed by Employee.



          d.
Employee acknowledges that except as otherwise provided in 2(a) above,
Employee’s Benefits cease on Employee’s Separation Date.



          e.
Employee and ADC acknowledge that nothing in this Agreement limits
Employee’s right to receive his regular base salary through the Separation
Date and all rights to participate in ADC’s MIP shall be determined in
accordance with the terms of the MIP documents as of Employee’s Separation
Date. Further, Employee shall receive payment for all vacation or paid time off
that has accrued and remains unused as of Employee’s Separation Date.



          f.
Except as set forth herein, Employee is not entitled to receive any further
compensation or benefits of any sort from ADC or GenTek or their respective
affiliates, or any of their respective officers, directors, employees, agents,
insurance companies, attorneys, subsidiaries, successors or assigns.



          g.
Employee represents that Employee has not filed, initiated, or caused to be
filed or initiated, any legal action covering any claim released in this
Agreement and hereby agrees and promises that Employee will never file, initiate
or cause to be filed or initiated, at any time subsequent to the execution of
the Agreement, any claim, suit, complaint, action, or cause of action, in any
state or federal court based in whole or in part on the matters herein released,
except to the extent such waiver is precluded by law. Employee further agrees
not to seek to share or participate in any recovery arising out of, based upon,
or relating to matters released hereunder, and agrees not to voluntarily
participate, assist or cooperate in any suit, action, or proceeding against or
regarding the Released Parties, or any of them, unless compelled by law.



     3.
GENERAL RELEASE OF CLAIMS. In consideration of the
severance and benefits referred to herein, Employee hereby forever releases and
discharges ADC and GenTek, and their respective affiliates, and their respective
past and present officers, directors, shareholders, partners, members, managers,
attorneys, representatives, agents and employees, and each of their respective
predecessors, successors and assigns (collectively, the “Released
Parties”), from any and all claims, charges, complaints, liens, demands,
causes of action, obligations, damages and liabilities, KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, that Employee had, now has, or may
hereafter claim to have against the Released Parties from the beginning of time
to the date Employee signs this Agreement. This release specifically extends to, without limitation, claims or causes of action for
sexual harassment, wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied
contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation,
slander, infliction of emotional distress, discrimination, harassment, disability, loss of future earnings, and claims under the
United States Constitution, and applicable state and



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 federal fair employment laws, federal
equal employment opportunity laws, and federal and state labor statutes and
regulations, including, but not limited to, Title VII of the Civil Rights Act of
1964, as amended, the Fair Labor Standards Act, as amended, the National Labor
Relations Act, as amended, the Labor-Management Relations Act, as amended, the
Worker Retraining and Notification Act of 1988, as amended, the Americans With
Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as
amended, the Employee Retirement Income Security Act of 1974, as amended and the
Age Discrimination in Employment Act of 1967, as amended. Notwithstanding the
foregoing, the parties expressly agree that Employee does not release any claim
relating to the enforcement of this Agreement or the breach hereof.



     Employee
understands and agrees, except as provided herein, that this Agreement is
intended to include all claims, if any, which Employee may have and which
Employee does not now know or suspect to exist in Employee’s favor against
the Released Parties, and this Agreement extinguishes those claims.



     4.
OWNERSHIP OF CLAIMS. Employee represents and agrees that
neither Employee nor anyone acting on Employee’s behalf has assigned or
transferred, or attempted to assign or transfer, to any person or entity, any of
the claims Employee is releasing in this Agreement.



     5.
STOCK OPTIONS AND RESTRICTED STOCK. Employee acknowledges that all
rights Employee has concerning Stock Options, shares of Restricted Stock or
Restricted Stock Units shall be governed solely and exclusively by the terms of
ADC’s Global Stock Incentive Plan, the Stock Option Agreements, Restricted
Stock Agreements and Restricted Stock Unit Agreements to which such Stock
Options, shares of Restricted Stock or Restricted Stock Units are subject. For
the avoidance of any doubt, Employee acknowledges and agrees that no Stock
Options or shares of Restricted Stock previously granted to Employee by ADC have
vested as of the Separation Date. Accordingly, all Stock Options and shares of
Restricted Stock held by Employee shall be immediately forfeited and terminated
as of the Separation Date. Employee shall have no further rights or interest
whatsoever in any unvested shares of Restricted Stock or unvested Stock Options.



     6.
DISCOVERY OF DIFFERENT OR ADDITIONAL FACTS OR CHANGE IN
CIRCUMSTANCES. Employee acknowledges that Employee might
hereafter discover facts different from, or in addition to, those Employee now
knows or believes to be true with respect to a claim or claims released herein,
and Employee expressly agrees to assume the risk of possible discovery of
additional or different facts, and agrees that this Agreement shall be and
remain effective, in all respects, regardless of such additional or different
discovered facts.



     7.
NON-ADMISSION OF LIABILITY. Nothing in this Agreement shall
be construed as an admission of liability by Employee or the Released Parties;
rather, Employee and the Released Parties are resolving all matters arising out
of their respective employer-employee relationships with Employee and all other
relationships between Employee and the Released Parties, as to each of which
each of the Released Parties and Employee denies any liability.



     8.
INDEMNIFICATION. To the fullest extent permitted by the
indemnification provisions of the Articles of Incorporation and Bylaws of GenTek
and ADC in effect as of the date of this Agreement or as most recently in effect
and the indemnification provisions of the corporation statute of the
jurisdiction of ADC or



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GenTek’s respective place of incorporation in effect
from time to time (collectively, the “indemnification Provisions”),
and in each case subject to the conditions thereof, ADC, GenTek and any of their
respective successors shall (i) indemnify Employee, as an offcer and employee of
ADC or GenTek, against all liabilities and reasonable expenses that may be
incurred by Employee in any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal or administrative, or investigative and
whether formal or informal, because the Employee is or was an officer or
employee of ADC or GenTek and with respect to which Employee may be indemnified
by the corporation, and (ii) pay for or reimburse the reasonable expenses
incurred by the Employee in the defense of any proceeding to which the Employee
is a party or with respect to which Employee participates as a witness or
otherwise because the Employee is or was an officer or employee of ADC or
GenTek. The rights of the Employee under the Indemnification Provisions shall
survive the termination of the employment of the Employee by ADC or GenTek.



     9.
BINDING EFFECT. This Agreement shall be binding upon the
Parties and their respective heirs, administrators, representatives, executors,
successors and assigns, and shall inure to the benefit of the Parties and their
respective heirs, administrators, representatives, executors, successors and
assigns.



     10.
SEVERABILITY. While the provisions contained in this
Agreement are considered by the Parties to be reasonable in all circumstances,
it is recognized that provisions of the nature in question may fail for
technical reasons and, accordingly, it is hereby agreed and declared that if any
one or more of such provisions shall, either by itself or themselves or taken
with others, be adjudged to be invalid as exceeding what is reasonable in all
circumstances for the protection of the interests of the parties, but would be
valid if any particular restrictions or provisions were deleted or restricted or
limited in a particular manner, then the said provisions shall apply with any
such deletions, restrictions, limitations, reductions, curtailments, or
modifications as may be necessary to make them valid and effective.



     11.
ENTIRE AGREEMENT; MODIFICATION. This Agreement, the
Retention Agreement and Participation Agreement constitute the entire
understanding among the Parties and may not be modified without the express
written consent of the Parties. This Agreement supersedes all prior written
and/or oral and all contemporaneous oral agreements, understandings and
negotiations regarding its subject matter.



     12.
DISPUTE RESOLUTION. Each Party to this Agreement agrees
that any dispute arising under or out of the matters contained herein shall be
resolved in accordance with Article VI of the KERP.



     13.
GOVERNING LAW. This Agreement shall be governed by and
construed and enforced pursuant to the laws of the State of Minnesota applicable
to contracts made and entirely to be performed therein.



     14.
RIGHTS TO RESCIND. Employee acknowledges that Employee has
21 days to consider signing this Agreement. Once executed and delivered by
Employee, this Agreement shall become effective even if the 21-day period has
not expired, subject to valid rescission by Employee. Employee may validly
rescind acceptance of this Agreement to the extent it relates to waiver and
release of claims under the Age Discrimination in Employment Act
(“ADEA”) and the Minnesota Human Rights Act







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(“MHRA”) by
providing written notice of rescission within 15 days of signing this Agreement.
To be effective, such rescission shall be in writing, delivered by
registered mail to Laura Owen, Vice President, Human Resources, ADC
Telecommunications, Inc., P.O. Box 1101, Minneapolis, MN 55440.



     If
EMPLOYEE exercises such right to rescind this release of claims under the ADEA
and/or MHRA, then ADC may at its option either void and nullify this Agreement
in its entirety, or keep it in effect in all respects other than as to
Employee’s release of claims that Employee has rescinded. If ADC chooses to
void and nullify this Agreement, neither EMPLOYEE nor ADC shall have any rights
or obligations under the Agreement, but Employee’s employment with ADC
shall, nevertheless, be terminated as of the Separation Date.



     15.
VOLUNTARY AGREEMENT; NO INDUCEMENTS. Each Party to this
Agreement acknowledges and represents that Employee or it (a) has fully and
carefully read this Agreement prior to signing it, (b) has been, or has had the
opportunity to be, advised by independent legal counsel of his or its own choice
at his or its own cost as to the legal effect and meaning of each of the terms
and conditions of this Agreement, and (c) is entering into this Agreement freely
and voluntarily and not in reliance on any promises or representations other
than as set forth in this Agreement.



	 	PLEASE READ
CAREFULLY. BY SIGNING THIS SEVERANCE RELEASE YOU ARE WAIVING ALL KNOWN AND UNKNOWN
CLAIMS AGAINST ADC AND THE RELEASED PARTIES.







	 	I
HAVE READ THE FOREGOING AGREEMENT AND I ACCEPT AND AGREE TO ITS PROVISIONS
VOLUNTARILY WITH FULL UNDERSTANDING OF  ITS CONSEQUENCES.







     IN
WITNESS WHEREOF, the Parties have signed this Agreement as of the date
written below.
 



	Dated: 11/1/04                                      	/s/ Ron Lowy                                      
		Ron Lowy
 
 
		ADC Telecommunications, Inc.
 
	Dated: 11/5/04                                      	/s/ Laura Owen                                      
		Laura Owen
		Vice President, Human Resources
 
 
		GenTek Inc.
 
	Dated:                                                     	/s/ Rob Novo                                      
		By
		Its:





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