Use these links to rapidly review the documentTABLE OF CONTENTS FOR EXHIBIT 10a

ADC TELECOMMUNICATIONS, INC.

EXECUTIVE CHANGE IN CONTROL
SEVERANCE PAY PLAN

Effective July 1, 2001

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ADC TELECOMMUNICATIONS, INC.

EXECUTIVE CHANGE IN CONTROL
SEVERANCE PAY PLAN

TABLE OF CONTENTS



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|SECTION 1. INTRODUCTION     
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|SECTION 2. PARTICIPATION    
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|SECTION 3. SEVERANCE PAYMENT
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|SECTION 4. BONUS PAYMENT            
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|SECTION 5. 280G LIMITATION          
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|SECTION 6. FUNDING                  
|SECTION 7. AMENDMENT AND TERMINATION
|SECTION 8. CLAIMS PROCEDURE         
|SECTION 9. MISCELLANEOUS            
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SECTION 1
INTRODUCTION

1.1.Establishment.ADC Telecommunications, Inc., a Minnesota corporation, has previously established
and maintained a welfare benefit plan to provide severance benefits to certain Eligible Employees following a Change in Control. In its most recent form this severance plan is embodied in a document
which was first adopted effective September 26, 1989 and amended effective September 23, 1997 and entitled "ADC Telecommunications, Inc. Change in Control Severance Pay Plan." Effective July 1, 2001,
ADC Telecommunications has amended and restated its existing plan to, among other things, exclude certain employees from participation. This "ADC Telecommunications, Inc. Executive Change in Control
Severance Pay Plan" has been adopted, effective July 1, 2001, to provide change in control severance benefits for certain executives no longer eligible to participate in the "ADC Telecommunications,
Inc. Change in Control Severance Pay Plan."

1.2.Definitions.When the following terms are used in this document with initial capital letters, they
shall have the following meanings.



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SECTION 2
PARTICIPATION

2.1.Eligibility to Participate.An individual shall become a Participant on
the day such individual becomes an Eligible Employee. Notwithstanding anything to the contrary in the Plan, an individual who is an employee of a successor to the Principal Sponsor immediately prior
to a Change in Control shall not be eligible for benefits under the Plan.

2.2.Termination of Participation.An individual ceases to be a Participant on
the earliest of:



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SECTION 3
SEVERANCE PAYMENT

3.1.Eligibility for Payment.To qualify for a severance payment under this
Plan, a Change in Control must occur and a Participant must: (a) be a Participant immediately prior to the time of such Change in Control and immediately prior to the Participant's Termination of
Employment; and (b) have a Termination of Employment that occurs within 12 months following a Change in Control.

3.2.Amount of Benefits.The severance payment to a Participant under the Plan
shall be based on the Participant's position or global job grade in effect immediately prior to a Change in Control. For purposes of this Section 3.2, a Participant's "annual pay" shall be equal to
the sum of: (a) the Participant's annual Base Pay in effect immediately prior to the Change in Control or, if greater, the Termination of Employment; and (b) the Participant's annual target bonus
under the Participant's Incentive Bonus Plans in effect immediately prior to the Change in Control or, if greater, the Termination of Employment. The Participant's total severance benefit shall be
payable in a single lump sum and shall be determined according to the following schedule:

Position/Grade

Severance BenefitCEO

3 x annual pay22 or higher

2 x annual pay


3.3.Benefit Offset.The amount of any severance payment that a Participant is
entitled to under Section 3.2 shall be reduced by any cash compensation paid or payable by the Employer to the Participant associated with the Participant's termination of employment (including any
pay in lieu of notice and severance pay). A Participant who receives a severance benefit under the Plan will not be eligible to receive any severance benefit under the severance Plan entitled "ADC
Telecommunications, Inc. Change in Control Severance Pay Plan."

3.4.Time and Form of Payment.Payments will be made to eligible Participants
in a single lump sum cash payment as soon as administratively feasible following the Participant's Termination of Employment. If the Participant should die before actually receiving the severance
payment, such payment will be made to the personal representative of the Participant's estate.

3.5.Withholding Tax.The Employer shall deduct from the amount of any
severance payment under the Plan any amount required to be withheld by reason of any law or regulation for the payment of federal, state or local taxes.

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SECTION 4
BONUS PAYMENT

4.1.General.A Participant is eligible to receive a bonus payment provided for
in this Section 4 only if the Participant is eligible to receive a severance payment as provided in Section 3. This Section 4 is intended to provide for a final payment under any applicable Incentive
Bonus Plans for the bonus period in which Participant's Termination of Employment occurs. Any amounts determined pursuant to this Section 4 shall be offset by amounts otherwise paid or payable to the
Participant under the relevant Incentive Bonus Plans for the bonus period in which the Participant's Termination of Employment occurs.

4.2.Bonus Payments.Bonus payment(s), if any, shall be equal to the target
bonus amount in effect for the bonus period in which the Termination of Employment occurs multiplied by a fraction, the numerator of which is the number of days worked by the Participant in the bonus
period prior to the Termination of Employment, and the denominator of which is the number of days in the bonus period. The bonus payment will be made to the Participant in a single lump sum cash
payment as soon as administratively feasible following the Participant's Termination of Employment. If the Participant should die before actually receiving the payment, such payment will be made to
the personal representative of the Participant's estate.

4.3.Adjusted Bonus Payments.At the end of the bonus period, the Employer
shall calculate the amount a Participant would receive for a bonus period in which a Termination of Employment occurs based on actual performance over the entire bonus period multiplied by a fraction,
the numerator of which is the number of days worked by the Participant in the bonus period prior to the Termination of Employment and the denominator of which is the number of days in the bonus period
(the "Actual Bonus Amount"). If the Actual Bonus Amount is greater than the amount calculated under Section 4.2 above, the Employer shall pay the difference to the Participant in a single lump sum
cash payment as soon as administratively feasible following the end of the bonus period. If the Participant should die before actually receiving the payment, such payment will be made to the personal
representative of the Participant's estate.

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SECTION 5
280G LIMITATION

5.1.Gross-Up Payment.In the event a Participant becomes entitled to payments
under the Plan, the Employer shall cause its independent auditors (the "Auditors") promptly to review, at the Employer's sole expense, the applicability of Section 4999 of the Code to those payments.

If
the Auditors shall determine that any payment or distribution of any type by the Employer to a Participant or for a Participant's benefit, whether paid or payable or distributed or
distributable pursuant to the terms of the Plan or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect
to such excise tax (the excise tax, together with any interest and penalties, are collectively referred to as the "Excise Tax"), then the Participant shall be entitled to receive an additional cash
payment (a "Gross-Up Payment") equal to an amount such that after payment by the Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise
Tax, imposed upon the Gross-Up Payment, the Participant would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

For
purposes of determining the amount of any tax pursuant to this Section, the Participant's tax rate shall be deemed to be the highest statutory marginal state and Federal tax rate
(on a combined basis and including the Participant's share of F.I.C.A. and Medicare taxes) then in effect.

A
Participant shall in good faith cooperate with the Auditors in making the determination of whether a Gross-Up Payment is required, including but not limited to providing the
Auditors with information or documentation as reasonably requested by the Auditors. A determination by the Auditors regarding whether a Gross-Up Payment is required and the amount of such Gross-Up
Payment shall be conclusive and binding upon the Participant and the Employer for all purposes.

5.2.Payment Date.A Gross-Up Payment required to be made by Section 5.1 of
this Plan shall be paid to Participant within 30 days of a final determination by the Auditors that the Gross-Up Payment is required.

If
the Auditors have not yet made the determination required by Section 5.1 prior to the time the Participant is required to file a tax return reflecting the Total Payments, the
Participant will be entitled to receive a Gross-Up Payment calculated on the basis of the Total Payments reported by the Participant in such tax return, within 30 days of the filing of such tax
return.

5.3.Controversies with Tax Authorities.The Employer and the Participant shall
promptly deliver to each other copies of any written communications, and summaries of any oral communications, with any taxing authority regarding the applicability of Section 280G or 4999 of the Code
to any portion of the Total Payments. In the event of any controversy with the Internal Revenue Service or other tax authority with regard to the applicability of Section 280G or 4999 of the Code to
any portion of the Total Payments, Employer shall have the right, exercisable in its sole discretion, to control the resolution of such controversy at its own expense. Participant and the Employer
shall in good faith cooperate in the resolution of such controversy.

If
the Internal Revenue Service or any tax authority makes a final determination that a greater Excise Tax should be imposed upon the Total Payments than is determined by the Auditors
or reflected in the Participant's tax return pursuant to this Section, the Participant shall be entitled to receive from the Employer the full Gross-Up Payment calculated on the basis of the amount of
Excise Tax determined to be payable by such tax authority. That amount shall be paid to the Participant within 30 days of the date of such final determination by the relevant tax authority.

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SECTION 6
FUNDING

The Employer may establish a trust to fund the Plan but the Employer is not under any obligation to establish a trust. A Participant will be entitled to claim
benefits from the trust to the extent the Plan is funded under a trust and a Participant shall have only such rights as set forth in the trust. To the extent benefits are not funded under a trust,
payments made pursuant to the Plan will be paid out of the general funds of the Employer. To the extent benefits are not funded under a trust, a Participant will not have any secured or preferred
interest by way of trust, escrow, lien or otherwise in any specific assets and the Participant's rights shall be solely those of an unsecured general creditor of the Employer.

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SECTION 7
AMENDMENT AND TERMINATION

The right has been reserved to the Board of Directors of the Principal Sponsor to amend the provisions of the Plan Statement and to amend or terminate the Plan
at any time prior to a Change in Control. If any of these actions are taken, affected Participants will be notified. During one year following the date of a Change in Control, the provisions of the
Plan Statement may not be amended if any amendment would adversely affect the rights, expectancies or benefits provided by the Plan (as in effect immediately prior to the Change in Control) of any
Participant or other person entitled to payment under the Plan. The Plan may not be terminated during the same one-year period. Except to the extent benefits have become payable but have not actually
been paid, the Plan terminates automatically on the first anniversary of the date of a Change in Control, except to pay any remaining severance benefits to any Participant who has a Termination of
Employment on or before the Plan's termination date and except to resolve claims for benefits under the Plan arising on or before the Plan's termination date.

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SECTION 8
CLAIMS PROCEDURE

The claims procedure set forth in this section shall be the exclusive procedure for the disposition of claims for benefits arising under this Plan.





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SECTION 9
MISCELLANEOUS

9.1.Type of Plan.Section 3 of the Plan is a severance pay welfare benefit
plan and not a pension benefit plan. Section 4 of the Plan is a payroll practice. Any severance payment under Section 3 of the Plan will not be contingent directly or indirectly upon an employee
retiring and shall not be made beyond 24
months after the employee's Termination of Employment. Section 4 is neither a severance pay welfare benefit plan nor a pension benefit plan. The plan is established with the understanding that it is
an unfounded welfare plan maintained primarily for the benefit of a select group of management or highly compensated individuals within the meaning of ERISA.

9.2.No Assignment.No Participant shall have any transmissible interest in any
benefit under the Plan nor shall any Participant have any power to anticipate, alienate, dispose of, pledge or encumber the same, nor shall the Employer recognize any assignment thereof, either in
whole or in part, nor shall any benefit be subject to attachment, garnishment, execution following judgment or other legal process.

9.3.Named Fiduciaries.The Principal Sponsor and any committee appointed
hereunder to decide claims shall be named fiduciaries for the purpose of section 402(a) of ERISA.

9.4.Administrator.The Principal Sponsor shall be the administrator for
purposes of section 3(16)(A) of ERISA.

9.5.Service of Legal Process.The corporate secretary of ADC
Telecommunications, Inc. is designated as agent for service of legal process against the Plan. Also, service of legal process may be made upon ADC Telecommunications, Inc. as Plan Administrator.

9.6.Validity.The invalidity or unenforceability of any provision of the Plan
shall not affect the validity or enforceability of any other provision of the Plan which shall remain in full force and effect.

9.7.Governing Law.This Plan Statement has been executed and delivered in the
State of Minnesota and has been drawn in conformity to the laws of that State and shall, except to the extent that U.S. federal law is controlling, be construed and enforced in accordance with the
domestic laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Minnesota.

9.8.No Employment Rights.Neither the terms of this Plan Statement nor the
benefits hereunder nor the continuance thereof shall be a term of the employment of any employee, and the Employer shall not be obliged to continue the Plan. The terms of this Plan Statement shall not
give any employee the right to be retained in the employment of the Employer. The Employer assumes no obligation to the participants under this Plan Statement with respect to any doctrine or principle
of acquired rights or similar concept.

9.9.No Guarantee.Neither the members of any committee appointed by the
Principal Sponsor nor any of the Employer's officers in any way secure or guarantee the payment of any benefit or amount which may become due and payable hereunder to any Participant. Neither the
members of any committee nor any of the Employer's officers shall be under any liability or responsibility (except to the extent that liability is imposed under ERISA) for failure to effect any of the
objectives or purposes of the Plan by reason of the insolvency of the Employer.

9.10.No Co-Fiduciary Responsibility.Except as is otherwise provided in ERISA,
no fiduciary shall be liable for an act or omission of another person with regard to a fiduciary responsibility that has been allocated to or delegated in this Plan Statement or pursuant to procedures
set forth in this Plan Statement.

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