## Exhibit 10-b

# ADC
EXECUTIVE STOCK OWNERSHIP POLICYFOR SECTION 16 OFFICERS(Effective
January 1, 2004)

Update: The target ownership levels
have been adjusted for the 1 for 7 reverse stock split effective on May 10, 2005.

## Overview

ADC executives that are
designated by ADC as reporting officers under Section 16 of the Securities
Exchange Act of 1934 (Section 16 Officers) are generally the most
senior executives of ADC. As such, ADC believes that it is important for them to
build and maintain a long-term ownership position in ADC stock to strengthen
their financial alignment with shareholders interests. The ADC Executive
Stock Ownership Policy for Section 16 Officers specifies target ownership levels
of ADC common stock for each participant. This policy replaces the previous
program (The ADC Executive Stock Ownership Policy as last modified
in February 2002). The program consists of three core components. The first is a
statement of targeted ownership, expressed as a fixed number of shares of ADC
common stock. The second is a means of progressing toward the targeted
ownership: a holding requirement imposed on a portion of exercised stock options
or full-value grants of stock provided by ADC unless the ownership target is
satisfied. The third is a prohibition against certain stock transactions that
would mitigate the desired financial alignment with shareholders interests
and could also raise certain legal risks associated with these types of
transactions.

## Participation
and Effective Date

All Section 16 Officers are
subject to this policy. This policy is effective as of January 1, 2004, and the
holding requirements set forth herein will apply to any and all grants of stock
options or full value grants made on or after January 1, 2004, provided such
grant was made while an executive was a Section 16 Officer. For purposes of this
policy full-value grants includes all grants or awards of shares of
restricted stock, restricted stock units, performance shares, or performance
share units. These are all grants or potential grants of ADC common stock or the
right to receive ADC common stock, without payment of monetary consideration to
ADC, that are made contingent on either continued employment over a period of
time or the achievement of specified performance levels. Section 16 Officers
will remain subject to the holding requirements under this policy for so long as
they remain Section 16 Officers of ADC, unless this policy is expressly
terminated.

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## Ownership
Targets

The ownership target is
expressed as a fixed number of shares, based on the salary grade of the Section
16 Officer. Except for adjustments necessary to reflect any stock splits or
similar non-economic events, this number of shares will remain constant until
the salary grade of the Section 16 Officers position changes or the
Compensation Committee of the Board changes the targeted level of ownership.
Although the Compensation Committee reserves the right to change the targeted
number of shares, we do not expect frequent changes to the targets. The target
ownership levels are as follows:

|Position/Grade | Number of Shares
|-------------- | ----------------
|CEO            |                 
|Grade 25       |                 
|Grade 24       |                 
|Grade 23       |                 
|Grade 22       |                 
|Grade 21       |                 
|Grade 20       |                 

## Measurement of
Ownership Targets and Achievement

For purposes of this policy
ownership is defined as any shares deemed as beneficially owned for
purposes of Section 16 reporting, excluding, however, any shares that are not
yet vested, even if they are deemed to be beneficially owned for Section 16
reporting purposes. Included within this definition would be ADC common stock
acquired and currently held through open market purchases, the 401(k), 401(k)
Excess and Supplemental Retirement Plans, employee stock purchase plan holdings,
retained shares from stock option exercises, and vested shares from full-value
grants. Shares owned or credited in any form not recognized for Section 16
reporting will not be counted for purposes of this program.

## Stock Holding
Requirement

ADC does not expect or
require Section 16 Officers to engage in extraordinary out-of-pocket investment
transactions to meet these ownership targets. Rather, the ownership obligations
of Section 16 Officers are limited to complying with certain holding
requirements as applied to the stock option grants and full-value grants that
they are awarded on or after January 1, 2004. Grants made prior to the time an
individual becomes a Section 16 Officer are not subject to this holding
requirement, even if they were made on or after January 1, 2004.

For full-value grants
subject to the holding requirement, the Section 16 Officer must hold at least
50% of all vested shares remaining after withholding or sale of vested shares to
cover the cost of withholding taxes. For stock options subject to the holding
requirement, the Section 16 Officer must hold at least 50% of all the exercised
options after the withholding or sale of shares to cover the exercise price and
the withholding taxes related to the option exercise. Once the net ownership

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target  is achieved, this holding
requirement will not apply to the extent that  the sale of  shares would still result in
a net ownership position that equals or  exceeds the  ownership target.

## Prohibited
Transactions

In furtherance of the
objectives of this Policy, and in addition to prohibitions under the Federal
securities laws, Section 16 Officers are prohibited from purchasing, selling or
writing any exchange-traded call and put options that have Company stock as
their underlying security. In addition, Section 16 Officers may not engage in
any hedging transaction on Company stock that they beneficially own, including
but not limited to forward contracts, collars,
equity swaps, or straddles.

## No
Compensation for Achieving the Ownership Target; No Entitlement to Receive
Grants

The Section 16 Officer will
obtain no additional compensation or reward for achieving the targeted ownership
level. In addition, ADC does not make any commitment to any persons covered by
this policy that they will receive any particular level of stock option grants
or full-value grants. While no Section 16 Officer has any entitlement to receive
any such grants, if a grant is made, it will be subject to the requirements of
this policy.

## Administration

Annually in October, ADC
will tally each Section 16 Officers ownership position and report it to
them in conjunction with this ownership policy. This tally will also be
available to each Section 16 Officer upon request. Each Section 16 Officer is
responsible for promptly bringing to ADCs attention any discrepancy
between ADCs records and any records maintained by the executive with
respect to his or her ownership position.

Each Section 16 Officer
shall be required to sign a certificate that they understand this policy and
will comply with its terms. A copy of this certificate is attached to this
document as Exhibit A.

## Amendment and
Termination

ADC reserves the right to
terminate or amend this program at any time. This program is not a contract of
employment or compensation or guarantee thereof.

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## Attachment:
Exhibit A

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# Exhibit A

# CERTIFICATEFOR
ADC
EXECUTIVE STOCK OWNERSHIP POLICYFOR SECTION 16 OFFICERS

I, the undersigned Section
16 Officer of ADC, understand and acknowledge that I have received a copy of the
ADC Executive Stock Ownership Policy for Section 16 Officers effective January
1, 2004, and that I will comply with the terms and requirements of such policy.

This Certificate was
acknowledged and signed on the date indicated below.

|Date |  | ByPrinted NameTitle
|---- |  | -------------------

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