ADC TELECOMMUNICATIONS, INC.
 EXECUTIVE CHANGE IN CONTROL
SEVERANCE PAY PLAN
 (For Individuals Who Become Eligible Employees After January 27, 2010)




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SECTION 1
 INTRODUCTION
 Establishment
 Definitions
 Base Pay
 Change in Control
 (a)
    
    a change in control of the Principal Sponsor of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act), whether or not the Principal Sponsor is then subject to such reporting
requirement;(b)
    
    the public announcement (which, for purposes of this definition, shall
include, without limitation, a report filed pursuant to Section 13(d) of the Exchange
Act) by the Principal Sponsor or any person (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) that such person has become the beneficial owner (as
defined in Rule 13d-3 promulgated
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under the Exchange Act), directly or indirectly, of
securities of the Principal Sponsor representing 20% or more of the combined voting
power of the Principal Sponsors then outstanding securities, determined in accordance
with Rule 13d-3, excluding, however, any securities acquired directly from the
Principal Sponsor (other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired directly from the
Principal Sponsor); provided, however, that for purposes of this clause the term
person shall not include the Principal Sponsor, any subsidiary of the Principal
Sponsor or any employee benefit plan of the Principal Sponsor or of any subsidiary of
the Principal Sponsor or of any entity holding shares of Common Stock organized,
appointed or established for, or pursuant to the terms of, any such plan;
 (c)
    
    the Continuing Directors cease to constitute a majority of the Principal
Sponsors Board of Directors;(d)
    
    consummation of a reorganization, merger or consolidation of, or a sale or
other disposition of all or substantially all of the assets of, the Principal Sponsor
(a Business Combination), in each case, unless, following such Business Combination,
(A) all or substantially all of the persons who were the beneficial owners of the
Principal Sponsors outstanding voting securities immediately prior to such Business
Combination beneficially own voting securities of the corporation resulting from such
Business Combination having more than 50% of the combined voting power of the
outstanding voting securities of such resulting Corporation and (B) at least a
majority of the members of the Board of Directors of the corporation resulting from
such Business Combination were Continuing Directors at the time of the action of the
Board of Directors of the Principal Sponsor approving such Business Combination;(e)
    
    approval by the shareholders of the Principal Sponsor of a complete
liquidation or dissolution of the Principal Sponsor; or(f)
    
    the majority of the Continuing Directors determine in their sole and absolute
discretion that there has been a change in control of the Principal Sponsor.
 Cause
 Code
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Continuing Director
  Disability
 Effective Date
 Eligible Employee
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Employer
 ERISA
 Exchange Act
 Good Reason
 Incentive Bonus Plan
 Participant
 Plan
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Plan Statement
 Plan Year
 Principal Sponsor
 Separation from Service
 (a)
    
    Whether a Separation from Service has occurred is determined under section
409A of the Code and Treasury Regulation 1.409A-1(h) (i.e., whether the facts and
circumstances indicate that the Employer and the employee reasonably anticipated that
no further services would be performed after a certain date or that the level of bona
fide services the employee would perform after such date (whether as an employee or
independent contractor) would permanently decrease to no more than 20% of the average
level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding 36 month period (or the full period of
services to the employer if the employee has been providing services to the employer
less than 36 months)).(b)
    
    Separation from Service shall not be deemed to occur while the employee is on
military leave, sick leave or other bona fide leave of absence if the period does not
exceed six (6) months or, if longer, so long as the employee retains a right to
reemployment with the Employer or an affiliate under an applicable statute or by
contract. For this purpose, a leave is bona fide only if, and so long as, there is a
reasonable expectation that the employee will return to perform services for the
Employer or an affiliate. Notwithstanding the foregoing, a 29 month period of absence
will be substituted for such 6 month period if the leave is due to any medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of no less than 6 months and that
causes the employee to be unable to perform the duties of his or her position of
employment.
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SECTION 2
 PARTICIPATION
 Eligibility to Participate
 Termination of Participation
 (a)
    
    the date the Participant ceases to be an Eligible Employee or otherwise
ceases to satisfy the Plans eligibility requirements, except where such cessation
results in eligibility for a severance payment as provided in Section 3;(b)
    
    the date the Participant ceases to be an employee due to termination of the
Participants employment (with or without reasonable notice and whether voluntary or
involuntary and including retirement) with the Employer, except where such termination
results in eligibility for a severance payment as provided in Section 3;(c)
    
    the date the Participant ceases to be an employee due to Participants death
or Disability;(d)
    
    the date following a Change in Control that the Participant receives all of
the severance and bonus payments due, if any, under the Plan;(e)
    
    the date the Plan is amended pursuant to the rules of Section 7 to exclude
the Participant from participation; or(f)
    
    the date the Plan is terminated pursuant to the rules of Section 7.
 
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SECTION 3
 SEVERANCE PAYMENT
 Eligibility for Payment
 Amount of Benefits
 Position/Grade
    
    Severance BenefitCEO
    
    3 x annual pay22 or higher (excluding CEO)
    
    2 x annual pay
 Benefit Offset
 Time and Form of Payment
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Withholding Tax
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SECTION 4
 BONUS PAYMENT
 General
 Bonus Payments
 Adjusted Bonus Payments
 No Duplication of Benefits
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SECTION 5
 280G LIMITATION
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SECTION 6
 FUNDING
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SECTION 7
 AMENDMENT AND TERMINATION
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SECTION 8
 CLAIMS PROCEDURE
  (a)
    
    Original Claim. Any Participant, former Participant, or beneficiary of such
Participant or former Participant, if he or she so desires, may file with the
Principal Sponsor a written claim for benefits under this Plan. Within ninety (90)
days after the filing of such a claim, the Principal Sponsor 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 Principal Sponsor shall state in writing:
 (i)
    
    the specific reasons for the denial;(ii)
    
    the specific references to the pertinent provisions
of the Plan on which the denial is based;(iii)
    
    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(iv)
    
    an explanation of the claims review procedure set
forth in this section.
 (b)
    
    Review of Denied Claim. 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
Principal Sponsor 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 Principal Sponsor 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
(120) days from the date the request for review was filed) to reach a decision on the
request for review.
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(c)
    
    General Rules.
 (i)
    
    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 Principal Sponsor 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 Principal Sponsor upon request.(ii)
    
    All decisions on claims and on requests for a review
of denied claims shall be made by the Principal Sponsor or its delegate.(iii)
    
    The Principal Sponsor may, in its discretion, hold
one or more hearings on a claim or a request for a review of a denied
claim.(iv)
    
    A claimant may be represented by a lawyer or other
representative (at the claimants own expense), but the Principal Sponsor
reserves the right to require the claimant to furnish written
authorization thereof. A claimants representative shall be entitled,
upon request, to copies of all notices given to the claimant.(v)
    
    The decision of the Principal Sponsor on a claim and
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.(vi)
    
    Prior to filing a claim or a request for a review of
a denied claim, the claimant or his or her representative shall have a
reasonable opportunity to review a copy of the Plan and all other
pertinent documents in the possession of the Principal Sponsor.(vii)
    
    The Principal Sponsor may permanently or temporarily
delegate its responsibilities under this claims procedure to an individual
or a committee of individuals.
 
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SECTION 9
 MISCELLANEOUS
 Type of Plan
 No Assignment
 Named Fiduciaries
 Administrator
 Service of Legal Process
 Validity
 Governing Law
 No Employment Rights
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No Guarantee
 No Co-Fiduciary Responsibility
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