ADC
TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN
(2001 Restatement)



First Effective September 1, 1990
As Restated Effective January 1, 2001





ADC
TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN

(2001
Restatement)

TABLE
OF CONTENTS

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|PREAMBLES  
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|SECTION
  1
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|SECTION
  2
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|            | 2.3                                        | Special Eligibility Rule for
  Transition Benefit      
|----------- | ------------------------------------------ | -------------------------------------------------------
|            | 2.4                                        | Excess Savings Agreement                               
|            | 2.4.1                                      | Deferral Percentages                                   
|            | 2.4.2                                      | Automatic Cancellation                                 
|            | 2.4.3                                      | Voluntary Cancellation                                 
|            | 2.4.4                                      | Form of Agreement                                      
|            | 2.4.5                                      | Employer Administrative Error                          
|            | 2.5                                        | Specific Exclusion                                     
|           
|SECTION
  3 | ADDITIONS TO ACCOUNTS                     
|           
|            | 3.1                                        | Excess Savings Additions                               
|            | 3.1.1                                      | Amount                                                 
|            | 3.1.2                                      | Crediting the Account                                  
|            | 3.2                                        | Fixed Match Additions                                  
|            | 3.2.1                                      | Amount                                                 
|            | 3.2.2                                      | Crediting the Account                                  
|            | 3.2.3                                      | Eligible Participant                                   
|            | 3.3                                        | Performance Match Additions                            
|            | 3.3.1                                      | Amount                                                 
|            | 3.3.2                                      | Crediting the Account                                  
|            | 3.3.3                                      | Eligible Participant                                   
|            | 3.4                                        | Transition Benefit                                     
|            | 3.4.1                                      | Amount                                                 
|            | 3.4.2                                      | Crediting the Account                                  
|            | 3.5                                        | Nonduplication of Benefits                             
|           
|SECTION
  4 | ESTABLISHMENT AND ADJUSTMENT OF
  ACCOUNTS
|           
|            | 4.1                                        | Participant Accounts                                   
|            | 4.1.1.                                     | Establishment of Accounts                              
|            | 4.1.2.                                     | Adjustment of Accounts                                 
|            | 4.1.3.                                     | Investment of Accounts                                 
|            | 4.1.4.                                     | Rules                                                  
|            | 4.2                                        | Dividend Adjustment for Phantom
  Stock                
|            | 4.3                                        | Antidilution Adjustment for Phantom
  Stock            
|            | 4.4                                        | Not Funded                                             
|           
|SECTION
  5 | VESTING ACCOUNTS                          
|           
|            | 5.1                                        | Full Vesting                                           
|            |                                            |                                                        
|SECTION
  6 | MATURITY                                   |                                                        
|           
|            | 6.1                                        | Events of Maturity                                     
|            | 6.2                                        | Effect of Maturity upon Further
  Participation in Plan
|            |                                            |                                                        





|SECTION
  7  | DISTRIBUTION             
|------------ | -------------------------
|            
|             | 7.1                      
|             | 7.2                      
|             | 7.3                      
|             | 7.4                      
|             | 7.5                      
|             | 7.6                      
|             | 7.6.1                    
|             | 7.6.2                    
|             | 7.6.3                    
|             | 7.6.4                    
|             | 7.6.5                    
|             | 7.6.6                    
|             | 7.7                      
|             | 7.8                      
|            
|SECTION
  8  | SPENDTHRIFT PROVISIONS   
|            
|SECTION
  9  | AMENDMENT AND TERMINATION
|            
|             | 9.1                      
|             | 9.2                      
|             | 9.2.1                    
|             | 9.2.2                    
|             | 9.2.3                    
|             | 9.2.4                    
|             | 9.2.5                    
|             | 9.2.6                    
|             | 9.2.7                    
|            
|SECTION
  10 | ADMINISTRATION           
|            
|             | 10.1                     
|             | 10.2                     
|             | 10.3                     
|             | 10.4                     
|             | 10.5                     
|             | 10.5.1                   
|             | 10.5.2                   
|             | 10.5.3                   
|             | 10.6                     





|SECTION
  11 | PLAN ADMINISTRATION
|------------ | -------------------
|            
|             | 11.1               
|             | 11.1.1             
|             | 11.1.2             
|             | 11.1.3             
|             | 11.1.4             
|             | 11.2               
|             | 11.3               
|             | 11.4               
|            
|SECTION
  12 | DISCLAIMERS        
|            
|             | 12.1               
|             | 12.2               
|             | 12.3               
|             | 12.4               
|             | 12.5               
|             |                    





ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN
(2001 Restatement)



WITNESSETH:  That

WHEREAS, ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (the “Principal
Sponsor”), by resolution of its Board of Directors, has heretofore established
and maintained a nonqualified, unfunded, deferred compensation and supplemental
retirement plan for the benefit of a select group of management or highly
compensated eligible employees, which in its most restated form, is embodied in
a document effective September 1, 1990 and entitled “ADC Telecommunications,
Inc. 401(k) Excess Plan (1990 Restatement),” as amended by five amendments; and

WHEREAS, The Principal Sponsor has reserved to itself the power to make
further amendments of the Plan documents; and

WHEREAS, It is desired to amend and restate the Plan documents to be a
single document in the manner hereinafter set forth;

NOW, THEREFORE, The Plan documents are hereby amended and restated,
effective as of January 1, 2001, to read in full as follows:



SECTION 1

INTRODUCTION

1.1Definitions. 
When the following terms are used herein with initial capital letters, they
shall have the following meanings:

1.1.1            Accounts
- the following Accounts will be maintained under the Plan for Participants:

(a)               
Total Account - for convenience of reference, the separate unfunded and
unsecured general obligation of the Employer established with respect to each
person who is a Participant in the Plan in accordance with Section 2, including
the Participant’s Excess Savings Account, Fixed Match Account, Performance
Match Account and Transition Benefit Account.

(b)               
Excess Savings Account - the bookkeeping account maintained for each
Participant to which is credited the voluntary deferral amounts specified in
Section 3.1.

(c)               
Fixed Match Account - the bookkeeping account maintained for each
Participant to which is credited the fixed matching contribution amounts
specified in Section 3.2.

(d)               
Performance Match Account - the bookkeeping account maintained for each
Participant to which is credited the performance matching contribution amounts
specified in Section 3.3.

(e)               
Transition Benefit Account - the bookkeeping account maintained for each
Participant to which is credited the amount specified in Section 3.4.

1.1.2           
Affiliate - a business entity which is under “common control”
with the Employer or which is a member of an “affiliated service group” that
includes the Employer, as those terms are defined in section 414(b), (c) and
(m) of the Code.  A business entity, which is a predecessor to the
Employer, shall be treated as an Affiliate if the Employer maintains a plan of
such predecessor business entity or if, and to the extent that, such treatment
is otherwise required by regulations under section 414(a) of the Code.  A
business entity shall also be treated as an Affiliate if, and to the extent
that, such treatment is required by regulations under section 414(o) of the
Code.  In addition to said required treatment, the Principal Sponsor may,
in its discretion, designate as an Affiliate any business entity which is not
such a “common control,” “affiliated service group” or “predecessor” business
entity but which is otherwise affiliated with the Employer, subject to such
limitations as the Principal Sponsor may impose.

1.1.3           
Annual Enrollment Period - the time period
designated by the ADC Telecommunications, Inc. Corporate Benefits Department
during which eligible employees may, pursuant to rules established by the ADC
Telecommunications, Inc. Corporate Benefits Department, enroll in the Plan as
Participants or change their deferral percentages under the Plan.  An
Annual Enrollment Period for a Plan Year will end no later than December 31 of
the preceding Plan Year.



1.1.4           
Annual Valuation Date - each December 31.

1.1.5           
Beneficiary - a person designated by a Participant (or
automatically by operation of this Plan Statement) to receive all or a part of
the Participant’s Total Account in the event of the Participant’s death prior
to full distribution thereof.  A person so designated becomes a
Beneficiary after the death of the Participant with respect to whom the person
is a Beneficiary.

1.1.6           
Code - the Internal Revenue Code of 1986, including
applicable regulations for the specified section of the Code.  Any
reference in this Plan Statement to a section of the Code, including the
applicable regulation, shall be considered also to mean and refer to any later
amendment or replacement of that section or regulation.

1.1.7           
Committee - the Committee known as the ADC Retirement
Committee, referred to in this Plan Statement as Committee or Retirement
Committee.

1.1.8           
Compensation - Recognized Compensation as
defined in the ADC Retirement Savings Plan, but for purposes of this Plan,
determined without regard to the limitation in section 401(a)(17) of the Code
($170,000 in 2001, and as subsequently adjusted for inflation).

1.1.9           
Disability - a physical or mental condition resulting from
injury or illness which is of such a nature that it constitutes total
disability as defined for purposes of the group long-term disability insurance
program maintained by the Employer, whether or not the individual is actually
covered by such group long-term disability insurance program.

1.1.10          Effective
Date - September 1, 1990.

1.1.11          Employer
- the Principal Sponsor, any business entity affiliated with the Principal
Sponsor that adopts the Plan, and any successor thereof that adopts the Plan.

1.1.12          ERISA
- the Employee Retirement Income Security Act of 1974, including applicable
regulations for the specified section of ERISA.  Any reference in this
Plan Statement to a section of ERISA, including the applicable regulation,
shall be considered also to mean and refer to any subsequent amendment or
replacement of that section or regulation.

1.1.13Excess
Compensation - Compensation for a Plan Year that
exceeds the limitations in section 401(a)(17) of the Code for such Plan Year
($170,000 in 2001, and as subsequently adjusted for inflation).

1.1.14          Excess
Savings Agreement - the agreement which may be entered into by a
Participant as provided in Section 2.2.



1.1.15          Event
of Maturity - any of the occurrences described in Section 6 by
reason of which a Participant or Beneficiary may become entitled to a
distribution from the Plan.

1.1.16          Participant
- an employee of the Employer who has satisfied the eligibility rules in
Section 2 and receives a credit under an Account pursuant to the rules of
Section 3.  An employee who has become a Participant shall be considered
to continue as a Participant in the Plan until the Participant’s date of death
or if earlier, the date upon which the Participant is no longer employed in
Recognized Employment and upon which the Participant no longer has any Account
under the Plan (that is, the Participant has both received a distribution of
all of the Participant’s Total Account, if any).

1.1.17          Plan
- the program of deferred compensation and supplemental retirement income
benefit of the Employer established for the benefit of employees eligible to
participate therein, as first set forth in this Plan Statement.  (As used
herein, “Plan” refers to the legal entity established by the Employer and not
to the document pursuant to which the Plan is maintained.  That document
is referred to herein as the “Plan Statement.”) The Plan shall be referred to
as the ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN.”

1.1.18          Plan
Statement - this document entitled ADC TELECOMMUNICATIONS, INC.
401(k) EXCESS PLAN (2001 Restatement)” as adopted by the Principal Sponsor
effective as of January 1, 2001, as the same may be amended from time to time
thereafter.

1.1.19          Plan
Year - the twelve (12) consecutive month period ending on
any Annual Valuation Date.

1.1.20          Principal
Sponsor - ADC TELECOMMUNICATIONS, INC., a Minnesota
corporation.

1.1.21          Recognized
Employment - employment as a common law employee of the Employer
in a position which is:

(a)               
classified as Recognized Employment under the Retirement Savings Plan; and

(b)               
is at a salary grade for which the midpoint plus annual target cash incentive
normally results in total target cash compensation equal to or greater than the
Code section 401(a)(17) compensation limit which is $170,000 in 2000 (and is
periodically adjusted under the Code for cost of living increases.)

The Employer’s classification of a person at the time of inclusion or
exclusion in Recognized Employment shall be conclusive for the purpose of the
foregoing rules.  No reclassification of a person’s status with the
Employer, for any reason, without regard to whether it is initiated by a court,
governmental agency or otherwise and without regard to whether or not the
Employer agrees to such reclassification, shall result in the person being
included in Recognized Employment, either retroactively or prospectively. 
Any uncertainty concerning a person’s classification shall be resolved by
excluding the person from Recognized Employment.



1.1.22          Retirement
Savings Plan - the tax qualified defined contribution plan of the
Principal Sponsor established for the benefit of employees eligible to
participate therein, as set forth in the document entitled “ADC RETIREMENT
SAVINGS PLAN TRUST AGREEMENT (1999 Restatement)” as adopted by the Principal
Sponsor effective as of April 1, 1999, as the same may be amended from time to
time thereafter.

1.1.23          Unit
Share - a bookkeeping unit which is the equivalent of one
(1) share of common stock of the Principal Sponsor.

1.1.24          Valuation
Date - the Annual Valuation Date and any day during which
the New York Stock Exchange is open for business or any other date chosen by
the Committee.

1.1.25          Vested
- nonforfeitable, i.e., a claim obtained by a Participant or the
Participant’s Beneficiary to that part of an immediate or deferred benefit
hereunder which arises from the Participant’s service, which is unconditional
and which is legally enforceable against the Plan.

1.2Rules of Interpretation.  An individual
shall be considered to have attained a given age on the individual’s birthday
for that age (and not on the day before).  The birthday of any individual
born on a February 29 shall be deemed to be February 28 in any year that is not
a leap year.  Notwithstanding any other provision of this Plan Statement
or any election or designation made under the Plan, any individual who
feloniously and intentionally kills a Participant or Beneficiary shall be
deemed for all purposes of this Plan and all elections and designations made
under this Plan to have died before such Participant or Beneficiary.  A
final judgment of conviction of felonious and intentional killing is conclusive
for the purposes of this Section.  In the absence of a conviction of
felonious and intentional killing, the Employer shall determine whether the
killing was felonious and intentional for the purposes of this Section. 
Whenever appropriate, words used herein in the singular may be read in the
plural, or words used herein in the plural may be read in the singular; and the
words “hereof”, “herein” or “hereunder” or other similar compounds of the word
“here” shall mean and refer to this entire Plan Statement and not to any
particular paragraph or Section of this Plan Statement unless the context
clearly indicates to the contrary.  The titles given to the various
Sections of this Plan Statement are inserted for convenience of reference only
and are not part of this Plan Statement, and they shall not be considered in
determining the purpose, meaning or intent of any provision hereof.  Any
reference in this Plan Statement to a statute or regulation shall be considered
also to mean and refer to any subsequent amendment or replacement of that
statute or regulation.  This document has been adopted in the State of
Minnesota and has been drawn in conformity to the laws of that State and shall,
except to the extent that federal law is controlling, be construed and enforced
in accordance with the laws of the State of Minnesota.

1.3Transitional
Rules.  The Employer may adopt such transition rules
as necessary to implement the Plan Statement effective January 1, 2001,
including, but not limited to, permitting the execution of Excess Savings
Agreements prior to that date.



SECTION
2

ELIGIBILITY AND ENROLLMENT

2.1Eligibility.  An employee is eligible to enroll in this Plan
for a Plan Year if such employee:  (i) is in Recognized Employment on the
November 1 immediately proceeding such Plan Year; and (ii) is selected by the
Committee to participate in the Plan for such Plan Year.

2.2Special Eligibility Rule for Employees Eligible as of November 1, 2000. 
Notwithstanding anything to the contrary, any employee who was eligible to
participate in this Plan on or before November 1, 2000 shall remain eligible to
participate in this Plan for each Plan Year following December 31, 2000 until
such Participant’s Event of Maturity pursuant to Section 6 of this Plan. 
Employees who are eligible to participate in this Plan pursuant to this rule
shall not be subject to the automatic cancellation rules in Section 2.4.

2.3Special Eligibility Rule for Transition Benefit.  Any employee of the Employer or an Affiliate
who, in a Plan Year, receives: (i) Excess Compensation and (ii) a Transition
Benefit under the ADC Retirement Savings Plan shall be eligible for a a
contribution under this Plan.

2.4Excess
Savings Agreement.  To enroll for participation in this Plan, an
eligible employee must complete an Excess Savings Agreement and deliver it to
the Employer during the Annual Enrollment Period for the Plan Year in which the
employee desires to participate in the Plan.  Subject to the provisions of
Section 2.4.2 and Section 2.4.3, an employee’s Excess Savings Agreement
shall remain in effect for each subsequent Plan Year.

2.4.1            Deferral
Percentages.  Elections for Excess Savings Additions may be
made in increments of one percent (1%) and shall be equal to not less than one
percent (1%) nor more than fifteen percent (15%) of the amount of the
employee’s Compensation.  Such elections may be changed during any Annual
Enrollment Period.

2.4.2            Automatic
Cancellation.  An employee’s Excess
Savings Agreement shall be automatically cancelled upon the Participant’s
termination of employment or, if the Participant remains an employee of the
Employer but is no longer in Recognized Employment, the employee’s Excess
Savings Agreement shall be automatically cancelled effective as of December 31
of the Plan Year in which the employee is no longer eligible to participate in
this Plan.

2.4.3            Voluntary
Cancellation.  An eligible employee who
has an Excess Savings Agreement in effect may cancel completely the Excess
Savings Agreement as of any December 31.  Written notice of the
cancellation must be delivered to the Employer during the Annual Enrollment
Period for the Plan Year in which the employee desires the cancellation to be
effective.

2.4.4            Form
of Agreement.  The Employer shall specify
the form of the Excess Savings Agreement, the form of any notices modifying the
Excess Savings Agreement, and all procedures for the delivery and acceptance of
forms and notices.



2.4.5            Employer
Administrative Error.  Notwithstanding
anything in this Section to the contrary, the Employer, in its sole discretion,
may modify or accept an eligible employee’s Excess Savings Agreement during the
Plan Year if the modification is necessary to correct an administrative error
made by the Employer or if the Plan Administrator has failed to initially
enroll the Participant as of January 1.  However, such modification shall
only be to the extent necessary to correct the error.

2.5Specific
Exclusion.  Notwithstanding anything apparently to the
contrary in the Plan or in any written communication, summary, resolution or
document or oral communication, no individual shall be a Participant in the
Plan, develop benefits under the Plan or be entitled to receive benefits under
the Plan (either for the individual or the individual’s survivors) unless such
individual is a member of a select group of management or highly compensated
employees (as that expression is used in ERISA).  If a court of competent
jurisdiction, any representative of the U.S. Department of Labor or any other
governmental, regulatory or similar body makes any direct or indirect, formal
or informal, determination that an individual is not a member of a select group
of management or highly compensated employees (as that expression is used in
ERISA), such individual shall not be (and shall not have ever been) a
Participant in the Plan at any time.  If any individual not so defined has
been erroneously treated as a Participant in the Plan, upon discovery of such
error such individual’s erroneous participation shall immediately terminate ab
initio and upon demand such individual shall be obligated to reimburse the
Principal Sponsor for all amounts erroneously paid to that individual.



SECTION 3

ADDITIONS TO ACCOUNTS

3.1Excess
Savings Additions.

3.1.1            Amount. 
The Employer shall credit each Participant’s Excess Savings Account with the
amount of deferred Compensation agreed to by each Participant pursuant to the
Participant’s Excess Savings Agreement.  No excess savings additions shall
be credited to an eligible employee’s account for a Plan Year prior to the date
the employee has either:  (i) contributed the maximum amount of voluntary
pretax elective deferrals to the Retirement Savings Plan allowable under
Section 402(g) of the Code for the Plan Year; or (ii) earned Compensation that
exceeds the limitations in Section 401(a)(17) of the Code for such Plan Year.

3.1.2            Crediting
the Account.  The amount of Excess Compensation deferred
with respect to each Participant shall be credited in dollar amounts to the
Participant’s Excess Savings Account as soon as administratively practicable
following the last payroll cycle of a month for which the Compensation was
deferred.

3.2Fixed
Match Additions.

3.2.1            Amount.
 The Employer shall credit each eligible Participant’s Fixed Match Account
with an amount equal to one hundred percent (100%) of the first
six percent (6%) of reduction in Excess Compensation for each pay
period which was agreed to by the Participant pursuant to an Excess Savings
Agreement.

3.2.2            Crediting
the Account.  The fixed match addition which is made with
respect to a Participant shall be credited in dollar amounts to the
Participant’s Match Account as soon as administratively practicable following
the last payroll cycle of a month for which the fixed match is made.

3.2.3            Eligible
Participant.  For purposes of this Section
3.2, a Participant shall be an “Eligible Participant” for a Plan Year for any
payroll cycle beginning after the date such Participant has completed one year
of Eligibility Service (as determined under the Retirement Savings Plan) with
the Employer or an Affiliate.

3.3Performance
Match Additions.

3.3.1            Amount. 
Each Plan Year, the Employer may (but shall not be required to) credit to each
eligible Participant’s Performance Match Account a percentage of the eligible
Participant’s Excess Compensation that is determined each Plan Year.  The
percentage shall be the performance match percentage, if any, determined for
making performance match contributions for the Plan Year under the Retirement
Savings Plan.  The amount, if any, credited to each eligible Participant’s
Performance Match Account for a Plan Year shall be a percentage (equal to the
Performance Match Contribution percentage under the Retirement Savings Plan for
such Plan Year) of the first six percent (6%) reduction in Excess Compensation
under this Plan which was agreed to by the Participant pursuant to an Excess
Savings Agreement.



3.3.2            Crediting
the Account.  The performance match addition which is made
with respect to an eligible Participant shall be credited in dollar amounts to
the Participant’s Performance Match Account as soon as administratively
practicable following the Annual Valuation Date in the Plan Year for which the
addition is made.

3.3.3            Eligible
Participant. 
For purposes of this Section 3.3, a Participant shall be an “eligible
Participant” for a Plan Year only if such Participant is on the last day of
such Plan Year an employee of the Employer or an Affiliate (including for this
purpose any Participant who then is on temporary layoff or authorized leave of
absence or who, during such Plan Year, was inducted into the Armed Forces of
the United States from employment with the Employer) and, prior to or during
such Plan Year, the Participant has completed one year of Eligibility Service
(as determined under the Retirement Savings Plan) with the Employer or an
Affiliate.

3.4Transition
Benefit.

3.4.1            Amount. 
For a Plan Year in which an employee is eligible for a transition benefit under
this Plan, the Employer shall credit a Transition Benefit Account established
for such employee with an addition equal to the the employee's Excess
Compensation for such Plan Year multipled by the transition benefit percentage
determined for such employee under the Retirement Savings Plan for such Plan
Year.  However, any transition benefit to be allocated and credited to a
Participant’s Account which is in excess of the maximum permissible addition
which would have been contributed on behalf of the Participant under the
Retirement Savings Plan but for the limitation on annual additions imposed
under section 415 of the Code shall be credited not to this Plan but to
the ADC Telecommunications, Inc. Supplemental Retirement Plan.

3.4.2            Crediting
the Account. 
The transition benefit addition which is made with respect to a Participant
shall be credited in dollar amounts to the Participant’s Transition Benefit
Account as soon as administratively practicable following the last day of the
calendar month for which the addition is made.

3.5Nonduplication
of Benefits.  The Plan shall be construed to prevent the
duplication of benefits provided under any other plan or arrangement, whether
qualified or nonqualified, funded or unfunded, to the extent that such other
benefits are provided directly or indirectly by the Employer.



SECTION 4

ESTABLISHMENT AND ADJUSTMENT OF
ACCOUNTS

4.1.Participant
Accounts.

4.1.1.           Establishment
of Accounts.  The Committee shall cause a
bookkeeping account to be kept in the name of each Participant which shall
reflect the value the Participant deferral additions, fixed match additions,
performance match additions, transition benefit additions, and any earnings
thereon, credited to each Account of a Participant.

4.1.2.           Adjustment
of Accounts.  The Committee shall cause
the value of each Account to be increased (or decreased) from time to time for
distributions, additions, investment gains (or losses) and expenses charged to
the Account.

4.1.3.           Investment
of Accounts.  Except as provided in
Sections 4.2 and 4.3, amounts credited to a Participant’s Account will be
adjusted for gains and losses to the same extent that equal amounts would have
been adjusted if they had been invested as directed by the Participant in the
subfund or subfunds designated by the Committee.

4.1.4.           Rules.  The Committee shall establish additional rules
for the adjustment of Accounts, including the times when additions shall be
credited under Section 3 for the purpose of crediting gains or losses under
this Section 4.

4.2Dividend Adjustment for Phantom Stock.  At such time that
dividends are paid on common stock of the Employer, the Unit Shares credited to
the Participant’s Account, if any, shall be increased by crediting in Unit
Shares the amount of the dividend which would have been paid if the number of
Unit Shares had been shares of common stock of the Employer.

4.3Antidilution Adjustment for Phantom Stock.  In the event that
the outstanding shares of stock of the Employer, of whatever class or series,
are increased, decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Employer or of another corporation by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, stock dividends or
otherwise, then the number of Unit Shares credited to the Participant’s
Account, if any, shall be adjusted so that the resulting number of Unit Shares
shall be in the same ratio to the original number of Unit Shares as the number
of shares of stock of the Employer, of whatever class or series, outstanding
immediately after the transaction described above giving rise to an adjustment
hereunder bears to the number of shares of stock of the Employer, of whatever
class or series, outstanding immediately prior to the transaction. 
Adjustments shall be made as are necessary to prevent dilution or enlargement
of the benefits credited under the Plan.



4.4     Not
Funded.  The obligations of the Employer to make
payments under this Plan constitutes only the unsecured (but legally
enforceable) promise of the Employer to make such payments, and the Participant
shall have no lien, prior claim or other security interest in any property of
the Employer.  No fund, trust or account (other than a bookkeeping account
or reserve) will be established or maintained by the Employer for the purpose
of funding or paying the benefits promised under this Plan.  If such a fund
is established, the property therein shall remain the sole and exclusive
property of the Employer.  The Employer will pay the cost of the Plan out
of its general assets.  All references to accounts, accruals, gains,
losses, income, expenses, payments, custodial funds and the like are included
merely for the purpose of measuring the Employer’s obligation to Participants
in the Plan and shall not be construed to impose on the Employer the obligation
to create any separate fund for purposes of the Plan.



SECTION
5

VESTING ACCOUNTS

5.1Full Vesting.  The Accounts of each Participant shall be
fully (100%) Vested at all times.



SECTION
6

MATURITY

6.1Events of Maturity.  A Participant’s Total Account shall mature and
shall become distributable in accordance with Section 7 upon the earliest
occurrence of any of the following events while in the employment of the
Employer of an Affiliate:

| | (a) | the Participant’s death,                                                        
| | --- | --------------------------------------------------------------------------------
| |     |                                                                                 
| | (b) | the Participant’s termination of employment, whether
  voluntary or involuntary,
| |     |                                                                                 
| | (c) | the Participant’s Disability, or                                                
| |     |                                                                                 
| | (d) | termination of the Plan;                                                        

provided, however, that a transfer from Recognized Employment to employment
with the Employer or an Affiliate that is other than Recognized Employment
shall not constitute an Event of Maturity.

6.2Effect of Maturity upon Further Participation in Plan. 
On the occurrence of an Event of Maturity, a Participant shall cease to have
any interest in the Plan other than the right to receive payment of all
Accounts as provided in Section 7, adjusted from time to time as provided in
Section 4.



SECTION
7

DISTRIBUTION

7.1Time of Distribution.  Upon the
occurrence of an Event of Maturity effective as to a Participant, the Employer
shall make or commence distribution of the Participant’s Total Account (reduced
by the amount of any applicable payroll, withholding and other taxes) as of one
of the following times as the Participant shall designate in writing prior to
the first Plan Year in which the Participant first receives additions to the
Participant’s Accounts.

(a)      Annual
Valuation Date.  Distribution may be made or commenced as of the
Annual Valuation Date coincident with or next following the Event of
Maturity.  Actual distribution shall be made or commenced in the calendar
month immediately following the Annual Valuation Date or as soon thereafter as
administratively feasible.

(b)      Quarterly
Valuation Date.  Distribution may be made or commenced as of the
quarterly Valuation Date coincident with or next following the Event of
Maturity.  Actual distribution shall be made or commenced in the calendar
month immediately following the quarterly Valuation Date or as soon thereafter
as administratively feasible.

7.2Modification of Initial Designation and Failure to Designate.

(a)      A Participant may
rescind the initial designation of the form of distribution made pursuant to
Sections 7.1 and 7.3 by making a new designation on a form designated by
the Employer, provided that such new designation is made no later than the last
day of the second Plan Year preceding the Plan Year in which distribution is to
commence. (By way of example, a participation who receives a distribution in
2002 must make a new designation no later than December 31, 2000 for the new
designation to be effective.)

(b)      A Participant who
fails to designate a time and form of distribution shall receive their
distribution in a single lump sum (pursuant to the rules of Sections 7.1
and 7.3) as of the quarterly Valuation Date coincident with or next following
their Event of Maturity.

7.3Forms
of Distribution.  Distribution of the Participant’s Total
Account shall be made to the Participant or the Beneficiary entitled to receive
distribution (the “Distributee”) in one of the following ways as the
Participant shall designate in writing prior to the first Plan Year in which
the Participant first receives additions to the Participant’s Accounts.

(a)      Lump Sum. 
If the Distributee is either a Participant or a Beneficiary, in a single lump
sum.



(b)      Five Annual
Installments.  If the Distributee is a Participant, in a series of
substantially equal installments payable annually over a term of five (5)
years.  If the Distributee is a Beneficiary of a Participant and
distribution had commenced to the Participant over a five (5) year period, in a
series of substantially equal installments payable annually over the remainder
of the five (5) year period.  If the Distributee is a Beneficiary of a
Participant and distribution had not commenced prior to the Participant’s
death, in a series of substantially equal installments payable annually over a
term of five (5) years.

The amount of the installment distribution to be made in substantially equal
annual installments shall be determined by dividing the Account value as of the
Valuation Date of the installment distribution by the number of remaining
installments (including the installment being computed).

7.4Distribution
in Cash.  The Employer shall make or commence distribution
of the Participant’s Total Account in cash.  The portion of the
Participant’s Account credited with Unit Shares of phantom stock to be
distributed as of a Valuation Date shall be converted to a dollar amount based
on the greater of: (a) the stock price on the last day of the calendar quarter
preceding payment, or (b) an average stock price used by the Trustee to
purchase stock for the Retirement Savings Plan for the calendar quarter
preceding payment.

7.5280G
Limitation.  The amount of any cash distribution to be
received by the Participant under the Plan shall be reduced (but not below
zero) by the amount, if any, necessary to prevent any part of any payment or
benefit received or to be received by the Participant in connection with a
Change of Control of the Employer (as defined in Section 9.2) or the
termination of the Participant’s employment (whether payable under the terms of
the Plan or any other plan, contract, agreement or arrangement with the
Employer, with any person whose actions result in a Change in Control of the
Employer or with any person constituting a member of an “affiliated group” (as
defined in section 280G(d)(5) of the Code)), with the Employer or with any
person whose actions result in a Change in Control of the Employer (such
foregoing payments or benefits referred to collectively as the “Total
Payments”) from being treated as an “excess parachute payment” within the
meaning of section 280G(b)(1) of the Code, but only if and to the extent such
reduction will also result in, after taking into account all applicable state
or federal taxes (computed at the highest marginal rate) including any taxes
payable pursuant to section 4999 of the Code, a greater after-tax benefit to
the Participant than the after-tax benefit to the Participant of the Total
Payments computed without regard to any such reduction.  For purposes of
the foregoing, (a) no portion of the Total Payments shall be taken into account
which in the opinion of tax counsel selected by the Employer and acceptable to
the Participant does not constitute a “parachute payment” within the meaning of
section 280G(b)(2) of the Code; (b) any reduction in payments under the Plan
shall be computed by taking into account that portion of the Total Payments
which constitute reasonable compensation within the meaning of section
280G(b)(4)(B) of the Code in the opinion of such tax counsel; (c) the value of
any non-cash benefit or of any deferred cash payment included in the Total
Payments shall be determined by the Employer in accordance with the principles
of section 280G(d)(3) and (4) of the Code; and (d) in the event of any
uncertainty as to whether a reduction in Total Payments to the Participant is
required under the Plan, the Employer shall initially make the payment to the
Participant and the Participant shall agree to refund to the Employer any
amounts ultimately determined not to have been payable under the terms of this
Section.



7.6    
Designation of Beneficiaries.

7.6.1            Right
To Designate.  Each Participant may designate, upon forms to
be furnished by and filed with the Employer, one or more primary Beneficiaries
or alternative Beneficiaries to receive all of a specified part of the
Participant’s Total Account in the event of the Participant’s death.  The
Participant may change or revoke any such designation from time to time without
notice to or consent from any Beneficiary or spouse.  No such designation,
change or revocation shall be effective unless executed by the Participant and
received by the Employer during the Participant’s lifetime.

7.6.2            Failure
of Designation.  If a Participant:

| | (a) | fails to designate a Beneficiary,                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                  
| | (b) | designates a Beneficiary and thereafter such designation
  is revoked without another Beneficiary being named, or
| |     |                                                                                                                  
| | (c) | designates one or more Beneficiaries and all such
  Beneficiaries so designated fail to survive the Participant, 

such Participant’s Total Account, or the part thereof as to which such
Participant’s designation fails, as the case may be, shall be payable to the
first class of the following classes of automatic Beneficiaries with a member
surviving the Participant and (except in the case of the Participant’s
surviving issue) in equal shares if there is more than one member in such class
surviving the Participant:

| | Participant’s surviving spouse                                
| | --------------------------------------------------------------
| | Participant’s surviving issue per stirpes and not per
  capita
| | Participant’s surviving parents                               
| | Participant’s surviving brothers and sisters                  
| | Representative of Participant’s estate.                       

7.6.3            Disclaimers
of Beneficiaries.  A Beneficiary entitled to a distribution of
all or a portion of a deceased Participant’s Total Account may disclaim his or
her interest therein subject to the following requirements.  To be
eligible to disclaim, a Beneficiary must be a natural person, must not have
received a distribution of all or any portion of a Total Account at the time
such disclaimer is executed and delivered, and must have attained at least age
twenty-one (21) years as of the date of the Participant’s death.  Any
disclaimer

must be in writing and must be executed personally by the Beneficiary before
a notary public.  A disclaimer shall state that the Beneficiary’s entire
interest in the undistributed Total Account is disclaimed or shall specify what
portion thereof is disclaimed.  To be effective, duplicate original
executed copies of the disclaimer must be both executed and actually delivered
to the Employer after the date of the Participant’s death but not later than
nine (9) months after the date of the Participant’s death.  A
disclaimer shall be irrevocable when delivered to the Employer.  A
disclaimer shall be considered to be delivered to the Employer only when
actually received by the Employer.  The Employer shall be the sole judge
of the content, interpretation and validity of a purported disclaimer. 
Upon the filing of a valid disclaimer, the Beneficiary shall be considered not
to have survived the Participant as to the interest disclaimed.  A
disclaimer by a Beneficiary shall not be considered to be a transfer of an
interest in violation of the provisions of Section 8 and shall not be
considered to be an assignment or alienation of benefits in violation of
federal law prohibiting the assignment of alienation of benefits under this
Plan.  No other form of attempted disclaimer shall be recognized by the
Employer.

7.6.4            Definitions. 
When used herein and, unless the Participant has otherwise specified in his or
her Beneficiary designation, when used in a Beneficiary designation, “issue”
means all persons who are lineal descendants of the person whose issue are
referred to, including legally adopted descendants and their descendants but
not including illegitimate descendants and their descendants; “child” means an
issue of the first generation; “per stirpes” means in equal shares among living
children of the person whose issue are referred to and the issue (taken
collectively) of each deceased child of such person, with such issue taking by
right of representation of such deceased child; and “survive” and “surviving”
mean living after the death of the Participant.

7.6.5            Special
Rules.  Unless the Participant has otherwise specified
in his or her Beneficiary designation, the following rules shall apply:

(a)      If there is not
sufficient evidence that a Beneficiary was living at the time of the death of
the Participant, it shall be deemed that the Beneficiary was not living at the
time of the death of the Participant.

(b)      The automatic
Beneficiaries specified in Section 7.6.2. and the Beneficiaries designated by
the Participant shall become fixed at the time of the Participant’s death so
that, if a Beneficiary survives the Participant but dies before the receipt of
all payments due such Beneficiary hereunder, such remaining payments shall be
payable to the representative of such Beneficiary’s estate.

(c)      If the
participant designates as a Beneficiary the person who is the Participant’s
spouse on the date of the designation, either by name or by relationship, or
both, the dissolution, annulment or the legal termination of marriage between
the Participant and such person shall automatically revoke such
designation.  (The foregoing shall not prevent the Participant from
designation a former spouse as a Beneficiary on a form executed by the
Participant and received by the Employer after the date of the legal
termination of marriage between the Participant and such former spouse, and
during the Participant’s lifetime.)

(d)      Any designation
of a nonspouse Beneficiary by name that is accompanied by a description of
relationship to the Participant shall be given effect without regard to whether
the relationship to the Participant exists either then or at the Participant’s
death.

(e)      Any designation
of a Beneficiary only by Statement of relationship to the Participant shall be
effective only to designate the person or persons standing in such relationship
to the Participant at the Participant’s death.

A Beneficiary designation is permanently void if it either is executed or is
filed by a Participant who, at the time of such execution or filing, is then a
minor under the law of the state of the Participant’s legal residence. 
The employer shall be the sole judge of the content, interpretation and
validity of a purported Beneficiary designation.

7.6.6            Spousal
Rights.  No spouse or surviving spouse of a Participant
and no person designated to be a Beneficiary shall have any rights or interest
in the benefits accumulated under the Plan including, but not limited to, the
right to be the sole Beneficiary or to consent to the designation of
Beneficiaries (or the changing of designated Beneficiaries) by the Participant.

7.7Death Prior to Full Distribution.  If a Participant
dies after an Event of Maturity but before distribution of the Participant’s
Total Account has been completed, the remainder of the undistributed Total
Account shall be distributed in the same manner as hereinbefore provided in the
Event of Maturity by reason of death.  If, at the death of the
Participant, any payment to the Participant was due or otherwise pending but
not actually paid, the amount of such payment shall be included in the Total
Account which is payable to the Beneficiary (and shall not be paid to the
Participant’s estate).

7.8Facility of Payment.  In case of the
legal disability, including minority, or a Participant or Beneficiary entitled
to receive any distribution under the Plan, payment shall be made, if the
Employer shall be advised of the existence of such condition:

(a)      to the duly
appointed guardian, conservator or other legal representative of such
Participant or Beneficiary, or

(b)      to a person or
institution entrusted with the care or maintenance of the incompetent or
disabled Participant or Beneficiary, provided such person or institution has
satisfied the Employer that the payment will be used for the best interest and
assist in the care of such Participant or Beneficiary, and provided further,
that no prior claim for said payment has been made by a duly appointed
guardian, conservator or other legal representative of such Participant of
Beneficiary.

Any payment made in accordance with the foregoing provisions of this Section
shall constitute a complete discharge of any liability or obligation of the
Employer.



SECTION
8

SPENDTHRIFT PROVISIONS

No Participant or Beneficiary shall have any transmissible interest in any
Account nor shall any Participant or Beneficiary have any power to anticipate,
alienate, dispose of, pledge or encumber the same while in possession or
control of the Employer, nor shall the Employer recognize any assignment
thereof, either in whole or in part, nor shall any Account be subject to
attachment, garnishment, execution following judgment or other legal process
while in the possession or control of the Employer.

The power to designate Beneficiaries to receive the Total Account of a
Participant in the event of the Participant’s death shall not permit or be
construed to permit such power or right to be exercised by the Participant so
as thereby to anticipate, pledge, mortgage or encumber the Participant’s
Account or any part thereof, and any attempt of a Participant so to exercise
said power in violation of this provision shall be of no force and effect and
shall be disregarded by the Employer.

This Section shall not prevent the Employer from exercising, in its
discretion, any of the applicable powers and options granted to them upon the
occurrence of an Event of Maturity, as such powers may be conferred upon them
by any provision hereof.



SECTION
9

AMENDMENT AND TERMINATION

9.1Amendment and Termination.  The
Compensation  and Organization Committee of the Board of Directors of ADC
Telecommunications, Inc. hereby reserves the power to unilaterally amend the
Plan Statement and to partially terminate or totally terminate the Plan and to
reduce, suspend or discontinue its additions to the Plan, either prospectively
or retroactively or both; provided that no amendment or termination shall be
effective to reduce or divest the Accounts of any Participant without such
Participant’s consent.  The Retirement Committee is authorized to amend
the Plan Statement in any respect that does not materially increase the cost of
the Plan.

9.2Change in Control.

9.2.1            In
General.  Notwithstanding any other provision of the
Plan Statement, Section 9.2.3, Section 9.2.4, Section 9.2.5 and Section 9.2.6
shall take effect if and only if a Maturity Date (as defined in the Retirement
Savings Plan) occurs effective as to this Plan following a Change in
Control.  A Maturity Date cannot occur if there is no Change in
Control.  A Maturity Date effective as to this Plan does not occur merely
because there is a Change in Control or merely because a Maturity Date occurs
effective as to the Retirement Savings Plan.  A Maturity Date following a
Change in Control must be effective as to this Plan.

9.2.2            Special
Definitions.  For purposes of this Section 9.2, the special
definitions in Section 9.5.2 of the Retirement Savings Plan shall apply.

9.2.3            Amendment. 
Notwithstanding any other provision of the Plan Statement, during the two (2)
years 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, Beneficiary or other person
entitled to payments under the Plan.  The Plan may not be terminated or
merged with any other plan during the same two (2) year period.

9.2.4            Termination
of Employment.  Notwithstanding any other provision of the
Plan Statement, the Total Account of any Participant actively employed on the
date of a Change in Control who terminates employment for any reason including
Good Reason, death, disability (as defined in section 22(e)(3) of the Code) or
Cause during the two (2) years following the date of the Change in Control
shall be distributed in a single lump sum cash payment as soon as
administratively feasible after such termination.

9.2.5            Pending
Distributions.  Notwithstanding any other provision of the
Plan Statement, any distribution (whether lump sum or installment) which is
pending but which has not actually been made or commenced on the date of a
Change in Control shall be distributed in a single lump sum cash payment as
soon as administratively feasible after the date of the Change of Control.



9.2.6            Commutation
of Installments.  Notwithstanding any other provision of the
Plan Statement, any remaining installments due to any Participant who
terminated employment before the date of a Change of Control shall be
distributed in a single lump sum cash payment as soon as administratively
feasible after the date of the Change of Control.

9.2.7            Not
Amendable.  Notwithstanding any other provision of the
Plan Statement, this Section 9.2 may not be amended to decrease any of the
benefits which it provides during the two (2) years following the date of a
Change in Control without the affirmative written consent of a majority in both
number and interest of the Participants actively employed on the date of the
Change in Control.

SECTION
10

ADMINISTRATION

10.1Authority. 
The Plan shall be administered by the Committee, which shall have full
discretionary power and authority to administer and interpret the Plan and to
determine all factual and legal questions under the Plan, including but not
limited to the entitlement of Participants and Beneficiaries, and the amount of
their respective interests.  The Committee may delegate or redelegate to
one or more persons, jointly or severally, and whether or not such persons are
members of the Committee or employees of the Employer, such functions assigned
to the Committee hereunder as it may from time to time deem advisable.

10.2Liability. 
No member of the Committee and no director or member of the management of the
Employer shall be liable to any persons for any actions taken under the Plan,
or for any failure to effect any of the objective or purposes of the Plan, by
reason of insolvency or otherwise.

10.3Procedures. 
The Committee may from time to time adopt such rules and procedures as it deems
appropriate to assist in the administration of the Plan.

10.4Claim
for Benefits.  No employee or other person shall have any
claim or right to payment of any amount hereunder until payment has been
authorized and directed by the Committee.

10.5Claims
Procedure.  Until modified by the Committee, the claims
procedure set forth in this Section 10.5 shall be the claims procedure for
the resolution of disputes and disposition of claims arising under the Plan.

10.5.1          Original
Claim.  Any employee, former employee, or Beneficiary
of such employee or former employee may, if the employee, former employee or
Beneficiary so desires, file with the Committee a written claim for benefits
under the Plan.  Within ninety (90) days after the filing of such a claim,
the Committee shall notify the claimant in writing whether the claim is upheld
or denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred eighty (180) days from the date
the claim was filed) to reach a decision on the claim.  If the claim is
denied in whole or in part, the Committee shall state in writing:

| | (a) | the specific reasons for the denial,                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                     
| | (b) | the specific references to the pertinent provisions of
  this Plan on which the denial is based,                                                                                    
| |     |                                                                                                                                                                                     
| | (c) | a description of any additional material or information
  necessary for the claimant to perfect the claim and an explanation of why
  such material or information is necessary, and
| |     |                                                                                                                                                                                     
| | (d) | an explanation of the claims review procedure set forth in
  this Section.                                                                                                          



10.5.2          Claims Review
Procedure.  Within sixty (60) days after receipt of notice
that the claim has been denied in whole or in part, the claimant may file with
the Committee a written request for a review and may, in conjunction therewith,
submit written issues and comments.  Within sixty (60) days after the
filing of such a request for review, the Committee shall notify the claimant in
writing whether, upon review, the claim was upheld or denied in whole or in
part or shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more
than one hundred twenty days (120) from the date the request for review was
filed) to reach a decision on the request for review.

10.5.3          General
Rules.

(a)      No inquiry or
question shall be deemed to be a claim or a request for a review of a denied
claim unless made in accordance with the claims procedure.  The 
Committee may require that any claim for benefits and any request for a review
of a denied claim be filed on forms to be furnished by the Committee upon
request.

(b)      All decisions on
original claims shall be made by the Committee and requests for a review of
denied claims shall be made by the Committee.

(c)      The Committee
may, in its discretion, hold one or more hearings on a claim or a request for a
review of a denied claim.

(d)      Claimants may be
represented by a lawyer or other representative at their own expense, but the
Committee reserves the right to require the claimant to furnish written
authorization.  A claimant=s representative shall be entitled to copies of
all notices given to the claimant.

(e)      The decision of
the Committee on an original claim or on a request for a review of a denied
claim shall be served on the claimant in writing.  If a decision or notice
is not received by a claimant within the time specified, the claim or request
for a review of a denied claim shall be deemed to have been denied.

(f)       Prior to
filing a claim or a request for a review of a denied claim, the claimant or the
claimant=s representative shall have a reasonable opportunity to review a copy
of this Plan Statement and all other pertinent documents in the possession of
the Employer and its Affiliates.

10.6Errors in
Computations.  The Committee shall not be liable or
responsible for any error in the computation of any benefit payable to or with
respect to any Participant resulting from any misstatement of fact made by the
Participant or by or on behalf of any Beneficiary to whom such benefit shall be
payable, directly or indirectly, to the Committee, and used by the Committee in
determining the benefit.  The Committee shall not be obligated or required
to increase the benefit payable to or with respect to such Participant which, on
discovery of the misstatement, is found to be understated as a result of such
misstatement of the Participant.  However, the benefit of any Participant
which is overstated by reason of any such misstatement or any other reason
shall be reduced to the amount appropriate in view of the truth (and to recover
any prior overpayment).



SECTION
11

PLAN ADMINISTRATION

11.1Principal
Sponsor.

11.1.1          Officers. 
Except as hereinafter provided, functions generally assigned to the Principal
Sponsor shall be discharged by its Compensation and Organization Committee of
the Board of Directors of ADC Telecommunications, Inc. or delegated and
allocated as provided herein.

11.1.2          Compensation
and Organization Committee.  Except as
hereinafter provided, the Compensation and Organization Committee of the Board
of Directors of ADC Telecommunications, Inc. may delegate and redelegate and
allocate and reallocate to one or more persons or to an Employer of persons
jointly or severally, and whether or not such persons are directors, officers
or employees, such functions assigned to the Principal Sponsor hereunder as the
Compensation and Organization Committee of the Board of Directors of ADC
Telecommunications, Inc. may from time to time deem advisable.

11.1.3          Board of
Directors.  Notwithstanding the foregoing, the
Compensation and Organization Committee of the Board of Directors of ADC
Telecommunications, Inc. shall have exclusive authority, which may not be
delegated, to act for the Principal Sponsor to terminate this Plan.

11.1.4          Amendment. 
The Principal Sponsor reserves the power to amend this Plan Statement in any
respect and either prospectively or retroactively or both:

(a)      in any respect by
resolution of its Compensation and Organization Committee of the Board of
Directors of ADC Telecommunications, Inc.; and

(b)      in any respect
that does not materially increase the cost of the Plan by action of the
Retirement Committee.

11.2Conflict
of Interest.  If any officer or employee of the Employer or
any member of the board of directors of the Employer to whom authority has been
delegated or redelegated hereunder shall also be a Participant in the Plan, the
Participant shall have no authority as such officer, employee or member with
respect to any matter specially affecting the Participant’s individual interest
hereunder (as distinguished from the interests of all Participants and
Beneficiaries or a broad class of Participants and Beneficiaries), all such
authority being reserved exclusively to the other officers, employees or
members as the case may be, to the exclusion of the Participant and the
Participant shall act only in the Participant’s individual capacity in
connection with any such material.

11.3Administrator. 
The Principal Sponsor shall be the administrator for purposes of
Section 3(16)(A) of ERISA.



11.4Service
of Process.  In the absence of any designation to the
contrary by the Principal Sponsor, the Secretary of the Principal Sponsor is
designated as the appropriate and exclusive agent for the receipt of service of
process directed to the Plan in any legal proceeding, including arbitration,
involving the Plan.

SECTION
12

DISCLAIMERS

12.1Term
of Employment.  Neither the terms of the Plan Statement nor
the benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee.  The Employer shall not be obliged to continue
the Plan.

12.2Employment. 
The terms of the Plan Statement shall not give any employee the right to be
retained in the employment of the Employer.

12.3Source
of Payment.  Neither the Employer nor any of its officers
nor any member of its board of directors in any way secure or guarantee the
payment of any benefit or amount which may become due and payable hereunder to
any Participant or to any Beneficiary or to any creditor of a Participant or a
Beneficiary.  Each Participant, Beneficiary or other person entitled at
any time to payments hereunder shall look solely to the assets of the Employer
for such payments or to the Accounts distributed to any Participant or
Beneficiary, as the case may be, for such payments.  In each case where
Accounts shall have been distributed to a former Participant or a Beneficiary
or to the person or any one of a group of persons entitled jointly to the
receipt thereof and which purports to cover in full the benefit hereunder, such
former Participant or Beneficiary, or such person or persons, as the case may
be, shall have no further right or interest in the other assets of the
Employer.

12.4Guaranty. 
Neither the Employer nor any of its officers nor any member of its board of
directors shall be under any liability or responsibility for failure to effect
any of the objectives or purposes of the Plan by reason of the insolvency of
the Employer.

12.5Delegation. 
The Employer and its officers and the members of its board of directors shall
not be liable for an act or omission of another person with regard to a
responsibility that has been allocated to or delegated to such other person
pursuant to the terms of the Plan Statement or pursuant to procedures set forth
in the Plan Statement.