---

This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Second Amended and Restated Rights Agreement dated as of November
28,1995, as amended, between ADC Telecommunications, Inc. (the
Company) and Computershare Investor Services, LLC (the Rights
Agent) (the Rights Agreement), the terms of which (including
restrictions on the transfer of such Rights) are hereby incorporated herein by
reference and a copy of which is on file at the principal executive office of
the Company. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of mailing,
without charge after receipt of a written request therefor from such holder.
Under certain circumstances set forth in the Rights Agreement, Rights issued to
or held by any Person who is, was or becomes an Acquiring Person or any
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement) and any subsequent holder of such Rights, whether currently held by
or on behalf of such Person or any subsequent holder, may become null and void.

The following
      abbreviations, when used in the inscription on the face of this certificate,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:TEN COM
    - as tenants
      in common
    
    UNIF GIFT
      MIN ACT- . . . . . . . . . .Custodian . . . . . . . . . . . . . . .
                                               (Cust)                                  
      (Minor)TEN ENT
    - as
      tenants by the entireties
    
    under
      Uniform Gifts to Minors Act . . . . . . . . . . . . .
                                                                                                           (State)JT TEN
    - as joint
      tenants with right of survivorship and not as tenants in common
    
    UNIF TRF
      MIN ACT . . . . . . . . . . . . . . .Custodian (until age. . . ). . . .
      . . . . .                                      (Cust)                                                                   (Minor)
                                      under
      Uniform Transfers to Minors Act. . . . . . . . . .
                                                                                                                (State)Additional
      abbreviations may also be used though not in the above list.


ADC
TELECOMMUNICATIONS, INC.

The Company
will furnish to any shareholder upon request and without charge, a full statement of the
designations, preferences, limitations, and  relative rights of the shares of each class
or series authorized to be issued, so far as they have been  determined, and the
authority of the board to  determine the relative rights and preferences of subsequent
classes or series.

For value
received, ____________________________hereby sell, assign and transfer unto

|PLEASE
      INSERT SOCIAL SECURITY 
      OR OTHER IDENTIFYING NUMBER 
      OF ASSIGNEE |  | 
|----------------------------------------------------------------------------------------- |  | 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

---

---

|of the capital stock
      represented by the within Certificate, and do hereby irrevocably constitute
      and appoint                   | Shares  
|------------------------------------------------------------------------------------------------------------------------------------------ | --------
|to transfer the said
      stock on the books of the within-named Corporation with full power of substitution
      in the
      premises. | Attorney

|Dated: ___________________________20_________                                                                                                                                                                                                                                                                                                               |  | Signature: | _________________________________________________
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | -------------------------------------------------
|Signature(s) Guaranteed:                                                                                                                                                                                                                                                                                                                                    |  | Signature  | ___________________________________________      
|BY:_______________________________________________________________________
      THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
      PURSUANT TO S.E.C. RULE 17Ad-15. |  |            | Notice:                                          



---