ADC TELECOMMUNICATIONS, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

(As amended and restated through February 27,
2001)

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 3,860,000 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:

(a)      Initial
Option Grants.  An option to
purchase 24,000 shares of Common Stock shall be granted automatically on the
first business day immediately following each meeting of the Company’s shareholders
or Board of Directors during the term of the Plan to each eligible director, if
any, who is elected to the Board of Directors for the first time at such
meeting.

(b)      Annual Option Grants.  Subject to Section 6(c) hereof, an option to
purchase 12,000 shares of Common Stock shall be granted automatically on the
first business day immediately following each annual meeting of the Company’s
shareholders held during the term of the Plan beginning with the 2000 annual
meeting of shareholders (the “Annual Option Grant Date”) to each eligible
director in office on such Annual Option Grant Date who prior to such Annual
Option Grant Date has received an option pursuant to Section 6(a) hereof; provided,
however, that, in the event that a director has attended less than 75%
of the total meetings of the Board of Directors held in the calendar year
immediately preceding such Annual Option Grant Date, such director shall be
granted an option to purchase 9,000 shares of Common Stock pursuant to this
Section 6(b).

(c)      Return on
Equity Requirement.  No
options shall be granted pursuant to Section 6(b) hereof on any Annual Option
Grant Date if the Company's “return on equity” (as hereinafter defined) for the
fiscal year ended immediately preceding such Annual Option Grant Date was less
than 10%.  “Return on equity” shall mean
the percentage determined by dividing (i) the net income of the Company for
such fiscal year by (ii) the total shareholders’ investment in the Company as
of the end of the next preceding fiscal year. 
Net income and total shareholders’ investment shall be determined by
reference to the Company’s audited financial statements.  If the Company does not have net income for
any fiscal year, the return on equity for such fiscal year shall be deemed to
be less than 10%.



(d)      Options Non-Transferable.  No option granted under the Plan shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution as provided in Section 6(g) hereof; provided, however,
that an optionee may, in the manner established by the Committee, transfer an
option to any member of such optionee’s immediate family (which, for purposes
of this clause (d) shall mean such optionee’s children, grandchildren, or
current spouse) or to one or more trusts established for the exclusive benefit
of one or more such immediate family members or one or more partnerships in
which the Participant or such immediate family members are the only partners;
and provided further, that (1) there is no consideration for such
transfer, and (2) the options held by such transferees continue to be subject
to the same terms and conditions (including restrictions on subsequent
transfers) as were applicable to such options immediately prior to their
transfer.  During the lifetime of the
optionee, the options shall be exercisable only by such optionee.  No option or interest therein may be
transferred, assigned, pledged or hypothecated by the optionee during such
optionee’s lifetime, except as set forth at this section (d), whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.

(e)      Period of
Options.  Options shall
terminate upon the expiration of 10 years from the date on which they were
granted.

(f)       Exercise of
Options.

(i)       Options
granted under the Plan shall not be exercisable for a period of one year after
the date on which they were granted, but thereafter will be exercisable in full
at any time or from time to time during the term of the option.

(ii)      The
exercise of any option granted hereunder shall only be effective at such time
as counsel to the Company shall have determined that the issuance and delivery
of Common Stock pursuant to such exercise will not violate any federal or state
securities or other laws.  An optionee desiring
to exercise an option may be required by the Company, as a condition of the
effectiveness of any exercise of an option granted hereunder, to agree in
writing that all Common Stock to be acquired pursuant to such exercise shall be
held for his or her own account without a view to any distribution thereof,
that the certificates for such shares shall bear an appropriate legend to that
effect and that such shares will not be transferred or disposed of except in
compliance with applicable federal and state securities laws.

(iii)     An
optionee electing to exercise an option shall give written notice to the
Company of such election and of the number of shares subject to such
exercise.  The full purchase price of
such shares shall be tendered with such notice of exercise.  Payment shall be made to the Company in cash
(including check, bank draft or money order).



(g)      Effect of
Death.  If the optionee shall
die prior to the time the option is fully exercised, such option may be
exercised at any time within two years after his or her death by the personal
representatives or administrators of the optionee or by any person or persons
to whom the option is transferred by will or the applicable laws of descent and
distribution, to the extent of the full number of shares the optionee was
entitled to purchase under the option on the date of death and subject to the
condition that no option shall be exercisable after the expiration of the term
of the option.

Section 6A.   One-Time Grant

On April 1, 1997, benefits accrued pursuant
to the Company’s Directors’ Supplemental Retirement Plan, prior to its
termination, were 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 (as adjusted to reflect stock splits occurring after such date):



| | Length of Service 12/96 | No. of Option Shares
| | ----------------------- | --------------------
| |                         |                     
| | < 1 year                | 3,600               
| | 2 to 3 years            | 11,000              
| | 3 to 4 years            | 14,600              
| | 5 to 6 years            | 21,800              
| | 6 to 7 years            | 25,400              
| | 10 + years              | 36,400              



Each such option had 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.  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 on February 26, 2006. 
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 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 this Plan, nor the granting of an
option nor any other action taken pursuant to this 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.