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ADC TELECOMMUNICATIONS, INC.
  
    RESTRICTED STOCK AWARD AGREEMENT    
  



    THIS AGREEMENT is made as of this 31st day of May, 2001 by and between ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), and
William F. O'Brien ("Participant"). 


    The
Company, pursuant to its Global Stock Incentive Plan (the "Plan"), hereby grants the following stock award to Participant, which award shall have the terms and conditions set
forth in this Agreement: 



	1.
	Award




The
Company, effective as of the date of this Agreement, hereby grants to Participant a restricted stock award of 26,042 shares (the "Shares") of common stock, par value $.20 per share, of the Company
(the "Common Stock"), subject to the terms and conditions set forth herein. 



	2.
	Vesting





Subject
to the terms and condition of this Agreement, the Shares shall vest in full to Participant on August 31, 2002 if and only if Participant remains continuously employed by the Company
from the date hereof until such date. Notwithstanding the foregoing, in the event that the vesting and exercisability of Participant's stock option granted on May 31, 2001 under the Company's
Global Stock Incentive Plan is accelerated under the conditions specified in Exhibit A to such stock option agreement, the vesting of the Shares shall similarly be accelerated. 



	3.
	Restriction on Transfer





Until
the Shares vest pursuant to Section 2 hereof, none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and no attempt to transfer
the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares. 



	4.
	Forfeiture





If
Participant ceases to be an employee of the Company or any majority-owned affiliate of the Company for any reason prior to the vesting of the Shares pursuant to Section 2 hereof, Participant's
rights to all of the Shares shall be immediately and irrevocably forfeited. Notwithstanding the foregoing or paragraph 2 hereof, in the event Company terminates Participant's employment without
"Cause" prior to August 31, 2002, the Shares shall fully vest on the date of such termination. For purposes of this paragraph 4, "Cause" shall mean willful and continued failure by Participant
to perform his duties or gross and willful misconduct including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony. 



	5.
	Issuance and Custody of Certificate





(a) The
Company shall cause to be issued one or more stock certificates, registered in the name of Participant, evidencing the Shares. Each such certificate shall bear the following legend: 



"The
shares of common stock represented by this certificate are subject to forfeiture, and the transferability of this certificate and the shares of stock represented hereby are subject to the
restrictions, terms and conditions (including restrictions against transfer) contained in the ADC Telecommunications, Inc. Global Stock Incentive Plan and a 





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Restricted Stock Award Agreement entered into between ADC Telecommunications, Inc. and the registered owner of such shares. Copies of the Plan and the Agreement are on file in the office of the
Secretary of ADC Telecommunications, Inc., 12501 Whitewater Drive, Minnetonka, Minnesota." 




(b) Participant
shall cause stock powers relating to the Shares executed by Participant to be delivered to the Company. 


(c) Each
certificate issued pursuant to Section 5(a) hereof, together with the stock powers relating to the Shares, shall be deposited by the Company with the Secretary of the Company or
a custodian designated by the Secretary. The Secretary or such custodian shall issue a receipt to Participant evidencing the certificate or certificates held which are registered in the name of
Participant. 


(d) After
any Shares vest pursuant to Sections 2 or 4 hereof, the Company shall promptly cause to be issued a certificate or certificates evidencing such vested Shares, free of the legend
provided in section 5(a) hereof, and shall cause such certificate or certificates to be delivered to Participant or Participant's legal representatives, beneficiaries or heirs. 



	6.
	Distributions and Adjustments





(a) If
all or any portion of the Shares vest in Participant subsequent to any change in the number or character of Shares of Common Stock (through stock dividend, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares of Common Stock or other securities of the Company, issuance of warrants
or other rights to purchase Shares of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Shares such that an adjustment is determined by the
Compensation and Organization Committee of the Board of Directors (the "Committee") to be appropriate in order to prevent dilution or enlargement of the interest represented by the Shares),
Participant shall then receive upon such vesting the number and type of securities or other consideration which he would have received if the Shares had vested prior to the event changing the number
or character of outstanding Shares of Common Stock. 


(b) Any
additional Shares of Common Stock, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Shares prior to the date the
Shares vest shall be subject to the same restrictions, terms and conditions as the Shares. Any cash dividends payable with respect to the Shares shall be distributed to Participant at the same time
cash dividends are distributed to shareholders of the Company generally. 


(c) Any
additional Shares of Common Stock, any securities and any other property (except for cash dividends) distributed with respect to the Shares prior to the date such Shares vest shall be
promptly deposited with the Secretary or the custodian designated by the Secretary to be held in custody in accordance with Section 5(c) hereof. 



	7.
	Taxes



(a) In
order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it in connection with this restricted stock award, and in
order to comply with all applicable federal or state tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable federal or state
income and social security taxes are withheld or collected from Participant. 


(b) Participant
may elect to satisfy his federal and state income tax withholding obligations in connection with this restricted stock award by (i) having the Company withhold a portion
of 




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the shares of Common Stock otherwise to be delivered upon vesting of this restricted stock award having a fair market value equal to the amount of federal and state income taxes required to be
withheld in connection with this restricted stock award, in accordance with the rules of the Committee, or (ii) delivering to the Company shares of Common Stock other than the shares to
be delivered upon vesting of this restricted stock award having a fair market value equal to such taxes, in accordance with the rules of the Committee. 



(c) Notwithstanding
clause 7(b) above, if Participant elects, in accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended, to recognize ordinary income in
the year of acquisition of the Shares, the Company may require at the time of such election an additional payment for withholding tax purposes based on the fair market value of such Shares as of the
date of the acquisition of such Shares by Participant. 



	8.
	Miscellaneous




(a) This
Agreement is issued pursuant to the Plan and is subject to its terms. Participant hereby acknowledges receipt of a copy of the Plan. The Plan is also available for inspection during
business hours at the principal office of the Company. 


(b) This
Agreement shall not confer on Participant any right with respect to continuance of employment by the Company or any of its subsidiaries. 


(c) This
agreement shall be governed by and construed under the internal laws of the State of Minnesota, without regard for conflicts of laws principles thereof. 





    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. 



	 	 	ADC TELECOMMUNICATIONS, INC.
	

 	
 	

By:	
 	

/s/ Laura N. Owen

	 	 	Its:	 	Vice President, Human Resources

	

 	
 	
PARTICIPANT
	

 	
 	

/s/ William F. O'Brien
 William F. O'Brien




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ADC TELECOMMUNICATIONS, INC. RESTRICTED STOCK AWARD AGREEMENT