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ADC TELECOMMUNICATIONS, INC.       NONEMPLOYEE DIRECTOR STOCK OPTION PLAN(As Amended through February 22, 2000)

Section 1. Purpose.

This plan shall be known as the "ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan" and is hereinafter referred to as the "Plan." The
purpose of the Plan is to promote the interests of ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), by enhancing its ability to attract and retain the services of
experienced and knowledgeable outside directors and by providing additional incentive for such directors to increase their interest in the Company's long-term success and progress.

Section 2. Administration.

The Plan shall be administered by a committee (the "Committee") of three or more persons appointed by the Board of Directors of the Company. Grants of stock
options under the Plan and the amount and nature of the awards to be granted shall be automatic as described in Section 6. However, all questions of interpretation of the Plan or of any options
issued under it shall be determined by the Committee and such determination shall be final and binding upon all persons having an interest in the Plan.

Section 3. Participation in the Plan.

Each director of the Company shall be eligible to participate in the Plan unless such director is an employee of the Company or any subsidiary of the Company.

Section 4. Stock Subject to the Plan.

Subject to the provisions of Section 11 hereof, the stock to be subject to options under the Plan shall be authorized but unissued shares of the
Company's common stock, par value $.20 per share (the "Common Stock"). Subject to adjustment as provided in Section 11 hereof, the maximum number of shares with respect to which options may be
exercised under this Plan shall be 840,000 shares. If an option under the Plan expires, or for any reason is terminated, any shares that have not been purchased upon exercise of the option prior to
the expiration or termination date shall again be available for options thereafter granted during the term of the Plan.

Section 5. Nonqualified Stock Options.

All options granted under the Plan shall be nonqualified stock options which do not qualify as incentive stock options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended.

Section 6. Terms and Conditions of Options.

Each option granted under this Plan shall be evidenced by a written agreement in such form as the Committee shall from time to time approve, which agreements
shall comply with and be subject to the following terms and conditions:



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Section 6A. One-Time Grant

On April 1, 1997, benefits accrued pursuant to the Company's Directors' Supplemental Retirement Plan prior to its termination, shall be converted to
options for the purchase of the Company's Common Stock to be issued pursuant to the Plan, in accordance with the following schedule:

Length of Service 12/96

No. of Option Shares<1 year

9002 to 3 years

2,7503 to 4 years

3,6505 to 6 years

5,4506 to 7 years

6,35010 + years

9,100


Each
such option shall have an exercise price equal to the market price of a share of the Common Stock as of the close of trading on April 1, 1997, and each such option shall
be exercisable on the earlier of the date on which a participant no longer is a member of the Board of Directors of the Company or 9.5 years from April 1, 1997, and each unexercised
option shall expire ten years from April 1, 1997.

Section 7. Option Exercise Price.

The option exercise price per share for the shares covered by each option shall be equal to the "fair market value" of a share of Common Stock as of the date
on which the option is granted, as determined pursuant to Section 9 hereof.

Section 8. Time for Granting Options.

Unless the Plan shall have been discontinued as provided in Section 13 hereof, the Plan shall terminate upon the expiration of 10 years from the
date upon which it takes effect as provided in Section 12 hereof. No option may be granted after such termination, but termination of the Plan shall not, without the consent of the optionee,
alter or impair any rights or obligations under any option theretofore granted.

Section 9. Fair Market Value of Common Stock.

For purposes of the Plan, the fair market value of the Common Stock on a given date shall be (i) the last sale price of the Common Stock as reported on
the NASDAQ National Market System on such date, if the Common Stock is then quoted on the NASDAQ National Market System, or (ii) the closing price of the Common Stock on such date on a national
securities exchange, if the Common Stock is then being traded on a national securities exchange. If on the date as of which the fair market value is being determined the Common Stock is not publicly
traded, the Committee shall make a good faith attempt to

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determine such fair market value and, in connection therewith, shall take such actions and consider such factors as it deems necessary or advisable.

Section 10. Limitation of Rights.

(a)No Right to Continue as a Director. Neither the Plan, nor the granting of an option nor any other action taken
pursuant to the Plan, shall constitute, or be evidence of, any agreement or understanding, express or implied, that the Company will retain a director for any period of time, or at any particular rate
of compensation.

(b)No Shareholder Rights for Options. An optionee shall have no rights as a shareholder with respect to the shares
covered by options until the date of the issuance to such optionee of a stock certificate therefor, and no adjustment will be made for cash dividends or other rights for which the record date is prior
to the date such certificate is issued.

Section 11. Adjustments to Common Stock.

If there shall be any change in the Common Stock through merger, consolidation, reorganization, recapitalization, stock dividend (of whatever amount), stock
split or other change in the corporate structure, appropriate adjustments in the Plan and outstanding options shall be made. In the event of any such changes, adjustments shall include, where
appropriate, changes in the aggregate number of shares subject to the Plan, the number of shares subject to outstanding options and the option exercise prices thereof in order to prevent dilution or
enlargement of option rights.

Section 12. Effective Date of the Plan.

The Plan shall take effect immediately upon its approval by the affirmative vote of the holders of a majority of the shares present in person or by proxy and
voted at a duly held meeting of shareholders of the Company.

Section 13. Amendment of the Plan.

The Board may suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that without approval of the shareholders of
the Company no revision or amendment shall be made that (a) absent such shareholder approval, would cause Rule 16b-3, as promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation thereto, to become unavailable with respect to the Plan or (b) requires the approval of the Company's
shareholders under any rules or regulations of the National Association of Securities Dealers, Inc. or any securities exchange that are applicable to the Company. The Board shall not alter or
impair any option theretofore granted under the Plan without the consent of the holder of the option.

Section 14. Governing Law.

The Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Minnesota and construed accordingly.

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