EMPLOYMENT
AGREEMENT

AGREEMENT by and between ADC
Telecommunications, Inc., a Minnesota corporation  (the
“Company”), and RICHARD R. ROSCITT
(the “Executive“), dated as of the 28th day of January, 2001.

1.       Employment Period. 
The Company hereby agrees to employ the Executive and the Execu­tive hereby
agrees to become employed and remain in the employ of the Company, pursuant to
the terms and conditions set forth in this Agreement.  The Executive’s
employment hereunder shall commence on February 15, 2001 (the “Commencement
Date”) and shall continue until the Executive’s employment terminates pursuant
to Section 4 of this Agreement (the “Employment Period”).

2.       Position and Duties.

(a)      The Executive agrees to serve
as the Chief Executive Officer worldwide and to perform such duties (i) as are
set forth for that position in the By-laws of the Company’s Board of Directors
(the “Board”), (ii) as the Board shall assign to the Executive from time to
time, and (iii) that the Executive undertakes or accepts consistent with his
position as Chief Executive Officer.  The Executive acknowledges and
agrees that, from time to time, he will be required to perform duties with
respect to one or more of the Company’s subsidiary or affiliate companies (each
an “Affiliate”), and that he will not be entitled to any additional
compensation for performing those duties.

(b)      The Company intends that the Board
will elect the Executive to serve as the Chairman of the Board at the first
Board meeting following the annual meeting of shareholders to be held on
February 27, 2001, and the Executive agrees to serve in that position in
accordance with the By-laws of the Board.



(c)      During the Employment Period, and excluding
any periods of vacation, holiday, personal leave and sick leave to which the
Executive is entitled, the Executive agrees to serve the Company faithfully and
to the best of his ability and to devote the Executive’s full time, attention and
efforts to the business and affairs of the Company.  The Executive hereby
confirms to the best of his knowledge and belief that he is under no
contractual commitments inconsistent with his obligations set forth in this
Agreement and that, during the Employment Period, the Executive will not render
or perform any services for any other corporation, firm, entity or person which
are inconsistent with the provisions of this Agreement, with any policy of the
Company, or which would otherwise impair the Executive’s ability to perform his
duties hereunder.  The rest of this Section 2(c) notwithstanding, the
Executive may (i) serve on the boards of profit or non-profit corporations (the
Executive shall obtain approval to serve on such a board in accordance with all
of the Company’s policies, including, without limitation, the Company’s
Business Conduct Policy regarding Conflicts of Interest), (ii) deliver lectures
or fulfill speaking engagements, and (iii) manage personal investments, so long
as the activities referred to in clauses (i) through (iii) above do not
substantially interfere with the performance of the Executive’s
responsibilities under this Agreement.

(d)      The Executive’s primary office shall be
located in the greater Twin Cites metropolitan area; provided, that the
Executive’s primary office location may be relo­cated in connection with the
relocation of the Company’s headquarters, subject to reimbursement for
Executive’s reasonable expenses in connection with any move he is required to
make.

3.       Compensation.

(a)      Base Salary. As his
initial base compensation for all services he renders under this Agreement, the
Executive shall receive an annualized base salary (“Annual Base Salary”) of
$900,000.  The Annual Base Salary shall be paid in accordance with the
Company’s normal payroll procedures and policies, as such procedures and
policies may be modified from time to time.  The Annual Base Salary shall
be reviewed and adjusted (upward only) in the sole discretion of the Board’s
Compensation and Organization Committee (the “Committee”) according to a
schedule and in a manner consistent with the Company’s practices for salary
adjustment, as those practices may be revised from time to time (and which
practices may include review of factors such as market conditions and total
compensation paid to similar executives at peer and other companies).

(b)      Incentive Compensation.
The Executive shall be eligible to participate in any Management Incentive Plan
(“MIP”) the Company establishes, according to the targets and goals, which
shall be discussed in advance with the Executive, and the terms and conditions
the Company establishes to govern the MIP for any fiscal year.  For each
fiscal year MIP beginning in fiscal year 2001, the Executive’s target incentive
compensation shall be not less than one hundred percent (100%) of the Annual
Base Salary actually paid to the Executive during that fiscal year (“Target
Incentive”).  The maximum amount of any annual MIP award shall be three
times the Target Incentive.

(c)      New Hire Bonus. On the
first day of the Employment Period, the Executive will earn the right to be
paid one million five hundred thousand dollars ($1,500,000), less all
appropriate and necessary withholdings and deductions, which payment will be
paid within five (5) days of it being earned.

(d)      Restricted Cash Compensation. 
The Executive will earn the right to be paid the sum of five million five
hundred thousand dollars ($5,500,000), less all appropriate deductions and
withholdings, according to the vesting schedule set forth below.  Except
in the case of any termination in which the Executive, pursuant to Sections 5
and 6 of this Agreement, may earn the right to be paid unpaid portions of this
restricted cash compensation, the Executive agrees that he must be actively
employed on each vesting date in order to vest in and earn the payment to be
made on that date.





| |   | Restricted
  Cash Compensation Vesting Schedule
| | - | -----------------------------------------------
| |   | Sum                                            
| | · | $1,500,000                                     
| | · | $1,330,000                                     
| | · | $1,330,000                                     
| | · | $1,340,000                                     
| |   |                                                

(e)      Executive Incentive Exchange
Plan.  Beginning on the first day of the Company’s 2002 fiscal year,
the Executive will be eligible to participate in the Company’s Executive
Incentive Exchange Plan, according to the terms of that Plan, as the same may
be amended from time to time.

(f)       Benefit Plans.
During the Employment Period, the Executive shall be entitled to participate in
the employee benefits offered generally by the Company to its executive
employees, to the extent that the Executive’s position, tenure, salary, health,
and other qualifications make the Executive eligible to participate. The
Executive’s participation in such benefits shall be subject to the terms of the
applicable plans, as the same may be amended from time to time.  The
Company does not guarantee the adoption or continuance of any particular
employee benefit or benefit plan during the Employment Period, and nothing in
this Agreement is intended to, or shall in any way restrict the right of the Company,
to amend, modify or terminate any of its benefits or benefit plans during the
Employment Period.

(g)      Stock Options.  To
compensate Executive for forfeited stock option opportunities provided by his
prior employer, and as a long-term incentive, the Executive will be eligible
for the following stock options during his employment:

(i)       New Hire Options.

(A)     Non-Premium Option. The
Committee will approve the grant to Executive of an option to purchase shares of
the Company’s common stock, which option will have a face value of $16,772,900,
and be in accordance with the terms of the ADC 1991 Stock Incentive Plan, as
the same may be amended from time to time, and a non-qualified stock option
agreement to be entered into by the Executive and the Company.  The
exercise price for this option shall be the price of the Company’s common stock
on the last day of the month in which occurs the Commencement Date.

(B)     Premium Options.  The
Committee will approve a grant to Executive of three (3) “premium” options to
purchase shares of the Company’s common stock, at the exercise prices set forth
below, which options will have an aggregate total face value of $10,379,900,
and be granted in accordance with the terms of the ADC 1991 Stock Incentive
Plan, as the same may be amended from time to time, and non-qualified stock
option agreements to be entered into by the Executive and the Company.

| |   | Grant                                 | Exercise Price
| | - | ------------------------------------- | --------------
| | · | Grant of 1/3 of all
  Premium options | 20% above FMV 
| | · | Grant of 1/3 of all
  Premium options | 35% above FMV 
| | · | Grant of 1/3 of all
  Premium options | 45% above FMV 



The fair market value (“FMV”) of each of the premium option
grants shall be the price of the Company’s common stock on the last day of the
month in which occurs the Commencement Date.  The premium options shall
vest on the fourth (4th) anniversary of the grant date and shall
expire seven (7) years after the grant date.

(ii)      Annual Option Grants. 
At the beginning of each of fiscal year 2002 and 2003, the Committee will grant
the Executive an option to purchase shares of the Company’s common stock, which
option shall have a Black Scholes value of $5 million dollars, as determined by
the Company in a manner consistent with the method used to determine the face
value of the new hire option “non-premium option” described in Section
3(g)(i)(A), above.  Each grant shall be in accordance with the terms of
the ADC 1991 Stock Incentive Plan, as the same shall be amended from time to
time, and stock option agreements to be entered into by the Executive and the
Company.  Each annual grant of stock options for fiscal year 2002 and 2003
shall be designated as incentive stock options to the maximum extent permitted
by the Internal Revenue Code of 1986, as amended, and the remainder shall be
designated as non-qualified stock options.



(h)      Expenses.  During
the Employment Period, the Executive shall be entitled to reimbursement for all
reasonable business expenses he incurs in carrying out his duties under this
Agreement in accordance with the policies and practices of the Company,
provided that the Executive complies with the policies and practices of the
Company for submission of expense reports, receipts, or similar documentation
of such expenses as implemented from time to time by the Company.  During
the Employment Period, the Executive may charter a private jet at Company
expense whenever the Executive has a reasonable, good faith belief that such
charter is in the Company’s best interest as compared to scheduled commercial
flights.

(i)       Paid Time Off. 
The Executive shall be entitled to at least five (5) weeks of paid time off
(“PTO”) during each 12-month period of the Employment Period, to be accrued and
taken in accordance with the Company’s PTO Policy, as the same may be amended
from time to time.  The Executive may accrue up to two (2) times the
annual PTO award.

(j)       Executive Perquisites. 
The Executive will be eligible to receive any executive perquisites that the
Company may from time to time deem are appropriate and administratively
feasible to provide to its executives, generally or to the Executive,
specifically.  The Executive understands that the Company may in its sole
discretion modify or terminate any executive perquisite offered to the
Executive.  Those perquisites shall include:

(i)       $24,000 annual perquisite
allowance, paid at a rate of $2,000 per month, to cover additional benefits
that will best meet the Executive’s personal needs;

(ii)      payment of club membership and
monthly fees; and

(iii)     beginning on January 1, 2002,
eligibility to participate in the Company’s 401(k) Excess Plan, according to
the terms of that Plan, as the same may be amended from time to time.



4.       Termination of
Employment.  The Executive’s employment under this Agreement may be
terminated during the Employment Period as described in this Section 4.

(a)      Death or Disability. 
The Executive’s employment shall terminate automatically upon the Executive’s
death.  The Executive’s employment shall terminate for “Disability” if the
Executive, due to illness or physical or mental incapacity, is unable to
perform the duties of the Executive’s position under this Agreement for a
period of 26 consecutive weeks.

(b)      Termination By the Company.  The
Company may terminate the Executive’s employ­ment for Cause or without Cause. 
For purposes of this Agreement, “Cause” shall mean the Executive’s (i)
convictionof or plea of nolo contendre to a felony or to any crime involving
moral turpitude; (ii) willful mis­conduct that causes, or in the reasonable
judgment of the Board creates a significant risk of, substantial injury to the
Company; (iii) repeated failure to undertake communicated directives on
substantial business matters issued through written instruction to do so by the
Board; and (iv) any willful breach of this Agreement that causes, or in the
reasonable judgment of the Board creates a significant risk of, substantial
injury to the Company.

Notwithstanding the foregoing, the Executive shall not be deemed
to have been terminated for Cause unless the Company provides the Executive (a)
no less than ten (10) days prior written notice setting forth the reasons for
the Company’s intention to terminate for Cause, (b) an opportunity for the
Executive to be heard (together with comments of counsel) by the Board, and (c)
delivery of a notice of termination from the Board stating with specificity its
conclusion that the Executive committed the act(s) or omission(s) establishing
Cause to terminate the Executive’s employment.

(c)      Termination By the Executive. 
The Executive may terminate his employment for Good Rea­son or without Good
Reason.  “Good Reason” will exist in the event that the Company, without
the Executive’s written consent: (i) institutes a material adverse change in
the Executive’s title or in the duties assigned to the Executive, which will
include, without limitation, that the Board fails to elect him as Chairman of
the Board; (ii) requires the Executive to relocate his principal residence to a
location other than the Twin Cities metropolitan area, except in connection
with the move of the Company’s headquarters;  (iii) reduces the total
amount of the Executive’s annual target cash compensation (i.e., the Annual
Base Salary plus the annual MIP Target Incentive) for any fiscal year; or (iv)
substantially fails to comply with the provisions of Section 3; provided, that
an unintentional failure to comply or a failure to comply that results from
administrative oversight shall not give rise to Good Reason, if such failure is
promptly corrected.  The Executive shall have Good Reason to terminate his
employment if (i) within forty-five (45) days following the Executive’s actual
knowledge of the event which the Executive determines consti­tutes Good Reason,
he notifies the Company in writing that he has determined a Good Reason exists
and specifies the event creating Good Reason, and (ii) fol­lowing receipt of
such notice, the Company fails to remedy such event within forty-five (45)
days.  If either condition is not met, the Executive shall not have a Good
Reason to terminate his employment.

(d)      Date of Termination. 
“Date of Termination” means (i) if the Executive’s employment is terminated by
the Company (other than for Cause, death or Disabil­ity) or by the Executive
for Good Reason, the thirtieth (30th) day after the mailing of the
notice of termination or any later date specified therein; (ii) if the
Executive’s employment is terminated for Cause, the date set forth on the
notice of termination sent by the Board in accordance with Section 4(b); (iii)
if the Executive’s employment terminates by reason of death, the date of death
of the Executive, or if by reason of, Disability, the date of the determination
of Disability as set forth in Section 4(a); or (iv) if the Executive terminates
his employment without Good Reason, thirty (30) days after mailing of the
notice of termination or any later date specified therein (in the case of a
notice of termination sent pursuant to part (iv), the Company may request that
the Executive cease providing services during the notice period).

(e)      Continuation of Provisions.
Notwithstanding any termination of the Executive’s employment with the Company,
the Executive, in consideration of the Executive’s employment hereunder to the
Date of Termination, shall remain bound by the provisions of this Agreement
which specifically relate to periods, activities or obligations upon or
subsequent to the termination of the Executive’s employment, including, but not
limited to, the covenants contained in Sections 8, 9 and 10 hereof and the
Employee Invention Agreement, as defined in Section 8.

(f)       Surrender of Records
and Property.  Upon any termination of the Executive’s employment with
the Company, the Executive shall deliver promptly to the Company the SecurID
Net Access card, and all records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, computer disks, computer
software, computer programs (including source code, object code, on-line files,
documentation, testing materials and plans and reports), designs, drawings,
formulae, data, tables or calculations or copies thereof, which are the
property of the Company or any Company Affiliate or which relate in any way to
the business, products, practices or techniques of the Company or any Company
Affiliate, and all other property, trade secrets and confidential information
of the Company or any Company Affiliate, including, but not limited to, all
tangible, written, graphical, machine readable and other materials (including
all copies) which in whole or in part contain any trade secrets or confidential
information of the Company or any Company Affiliate which in any of these cases
are in the Executive’s possession or under the Executive’s control.

5.       Compensation and
Payments upon Termination.

(a)      Without Cause; Good Reason. 
Subject to Section 6, if, during the Employment Period, the Company terminates
the Executive’s employment without Cause, or if the Executive terminates employment
for Good Reason, and in either case if the Executive signs (and then does not
rescind) a general release of claims in a form acceptable to the Company, then
the Executive shall be entitled to receive the following severance benefits:

(i)       payment of an amount
which is 200% of the sum of Executive’s then Annual Base Salary and Target
Incentive under the MIP plan for that current fiscal year, less all required
withholding and deductions, to be paid in one lump sum;

(ii)      payment of the Executive’s
Annual Base Salary earned through the Date of Termination, and any MIP
incentive earned for a prior fiscal year, but not yet paid, less all required
withholding and deductions, to be paid in one lump sum;

(iii)     payment of any as yet unpaid restricted cash
compensation payments as provided in Section 3(d), less all required
withholding and deductions, to be paid in one lump sum within ninety (90)
days  following the Date of Termination;

(iv)     if the Date of Termination occurs prior to or on the
three-year anniversary of the last day of the month in which falls the
Commencement Date, payment of an additional termination payment according to
the sliding scale schedule set forth below, less all withholdings and
deductions, to be paid in one lump sum within ninety (90) days following the
Date of Termination:



| | Termination Date                                                                                                          |  | Gross
  Termination
  Payment
| | ------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------
| | After Commencement Date, but no later than 1-year
  anniversary of the end of the month in which falls Commencement Date  |  | $8 million                   
| | After 1-year anniversary, but no later than 2-year
  anniversary of the end of the month in which falls Commencement Date |  | $5 million                   
| | After 2-year anniversary, but no later than 3-year
  anniversary of the end of the month in which falls Commencement Date |  | $2 million                   
| | After the 3-year anniversary of the end of the month
  in which falls the Commencement Date                               |  | No payment                   



; and

(v)      other benefits and perquisites, if applicable,
to be paid or provided to the Executive in ac­cordance with applicable plans
and programs of the Company.



(b)      Death or Disability. 
If the Executive’s employment is terminated by rea­son of the Executive’s death
or Disability, the Company shall pay the Executive (or the Executive’s estate,
if applicable):

(i)       the Executive’s Annual Base Salary
earned through the Date of Termination, to the extent not yet paid, and any MIP
incentive compensation earned for a prior fiscal year but not yet paid, less
all required withholdings and deductions, to be paid in one lump sum;

(ii)      any as yet unpaid restricted cash
compensation payments provided in Section 3(d), less all required withholdings
and deductions, to be paid in one lump sum within ninety (90) days following
the Date of Termination;

(iii)     in the case of the Executive’s
death only, a pro rata share of the Executive’s MIP Target Incentive, in
accordance with the MIP plan for that current fiscal year, less all required
withholdings and deductions; and

(iv)     in the case of death, life insurance
benefits under the Company’s applicable life insurance policy, and in the case
of disability, disability benefits under the Company’s disability benefits
policy.  The Company agrees to undertake, as soon as practicable,
reasonable efforts to investigate and review the possibility of increasing the
maximum disability benefits available under its current policy; provided, the
Company shall have no obligation under this Agreement to actually increase
them.

(c)      Cause; Without Good Reason. 
If the Executive’s employment is terminated by the Company for Cause or the
Executive voluntarily terminates employment without Good Reason, the Company
shall pay to the Executive any Annual Base Salary earned through the Date of
Termination.  The Company shall have no further obligations under this
Agreement.

6.       Change In Control.
Following a “Change in Control” (as that term is defined in the Company’s
current Change in Control Plan), if the Executive is not elected Chairman and
Chief Executive Officer of any successor company resulting from the 
“Change in Control,” and if the Executive terminates his employment due to that
failure:

(a)      the Executive will be eligible to receive
payments and benefits under the Change in Control Plan then in effect;provided,
the Company shall provide the Executive with compensation and benefits that are
no less beneficial than those in the Change in Control Plan in effect on the
Commencement Date;

(b)      the Company will pay the
Executive any as yet unpaid restricted cash compensation payments provided in
Section 3(d), less all required withholdings and deductions, to be paid in one
lump sum within ninety (90) days following the Date of Termination; and

(c)      the Executive’s termination
would trigger the right to acceleration of unvested stock options subject to
and in accordance with the terms of any existing Stock Option Agreement between
the Executive and the Company.

The Executive also will be paid or provided other benefits and
perquisites, if applicable, in accordance with applicable plans and programs of
the Company.  If the Executive receives the payments and benefits
described in this Section 6, the Executive will not be eligible to receive any
other severance or termination payments or benefits, including but not limited
to those provided in Section 5 of this Agreement.

7.       Relocation. 
The Executive understands that he must relocate his primary residence to the
greater Twin Cities metropolitan area.  To assist the Executive in
obtaining his new residence, the Company will provide the Executive with the
assistance and programs described in the Company’s relocation program and any
other assistance the Company agrees to provide.  In addition, during the
period from the Commencement Date until the earlier of (i) October 31, 2001, or
(ii) until the Executive moves his personal belongings to his Minnesota
residence, the Company shall reimburse the Executive for the reasonable
temporary living expenses he incurs, including costs for lodging, meals and
incidental expenses, and to travel back to his New Jersey residence.

8.       Confidential
Information/Intellectual Property; Other Employment Policies.  As a
condition precedent to the Company hiring the Executive and the Company’s
performance of its obligations hereunder, the Executive shall execute and
deliver to the Company the Employee Invention, Copyright and Trade Secret
Agreement in the form attached hereto as Exhibit
A (the “Employee Invention Agreement”). The Executive shall also
comply with all of the applicable policies generally in effect for employees of
the Company or any applicable Company Affiliate for which the Executive
performs services, including without limitation, the Company’s Code of Business
Conduct and the Company’s Policy on Trading in ADC’s Securities, as the same
may be amended from time to time.

9.      
Non-Competition.

(a)     
Covenant.  In consideration of the financial and other
benefits described in this Agreement, the Executive agrees that, during the
period commencing on the Commencement Date and ending on the date that is 
one (1) year after the date on which the Executive ceases to be employed by the
Company (for whatever reason and whether such cessation is occasioned by the
Company or the Executive), the Executive shall not, directly or indirectly, and
in any manner or capacity (e.g., as an advisor, principal, agent,
partner, officer, director, investor, shareholder, employee, member of any
association or otherwise), engage in any business activities that are
competitive with the business conducted by the Company or any Company Affiliate
on or prior to the date the Executive ceases to be employed by ADC.

(b)      Geographical Extent of
Covenant.  The Executive acknowledges that the Company directly, or
indirectly through Company Affiliates, currently is engaged in business on a
world-wide basis.  Consequently, the Executive agrees that his obligations
under this Section 9 shall apply in any market, foreign or domestic, in which:
(a) the Company or, as applicable, a Company Affiliate(s), operates during the
one-year period described in Section 9(a); and (b) the Company or, as
applicable, a Company Affiliate(s), has plans to enter on the date the
Executive ceases to be employed by the Company.

(c)      Limitation on Covenant.  Ownership
by the Executive, as a passive investment, of less than one percent (1%) of the
outstanding shares of capital stock of any corporation listed on a national
securities exchange or publicly traded in the over-the-counter market shall not
constitute a breach of this Section 9.

10.     Non-Solicitation.  The
Executive agrees that for a period of two (2) years after termination of his
employment for any reason (and whether occasioned by the Company or the
Executive), the Executive shall not, except with the prior written consent of
the Company, (i) hire or attempt to hire for employment any person who is
employed by the Company or a Company Affiliate, or attempt to influence any
such person to terminate employment with the Company or any Company Affiliate;
(ii) induce or attempt to induce any employee of the Company or any Company
Affiliate to work for, render services to, provide advice to, or supply
confidential business information or trade secrets of the Company or any
Company Affiliate to any third person, firm or corporation; (iii) induce or
attempt to induce any customer, supplier, licensee, licensor or other business
relation of the Company or any Company Affiliate to cease doing business with
the Company or such Company Affiliate, or in any way interfere with the
relationship between any such customer, supplier, licensee, licensor or other
business relation and the Company or any Company Affiliate.  Nothing
herein shall prohibit the Executive from general advertising for personnel not
specifically targeting any employee or other personnel of the Company.

11.     Dispute Resolution Process.

(a)      Dispute Defined. 
The Company and the Executive desire to establish a reasonable and confidential
means of resolving any dispute, question or interpretation arising out of or
relating to (i) this Agreement or the alleged breach or threatened breach of
it, (ii) the making of this Agreement, including claims of fraud in the
inducement, (iii) the Executive’s employment by the Company pursuant to this
Agreement, including claims of wrongful termination or discrimination, or (iv)
any activities by the Executive following the cessation of his employment with
the Company (each such dispute to be referred to herein as a “Dispute”).

(b)      Procedure.  In
furtherance of the parties’ mutual desire, the Company and the Executive agree
that if either party believes a Dispute exists, that party shall provide the
other with written notice of the claimed Dispute.  Upon receipt of that
written notice, the following procedure shall be the exclusive means of fully
and finally resolving the Dispute.  First, within thirty (30) days of the
other party receiving that notice, the Executive and appropriate
representatives of the Company and/or Board will meet to attempt to resolve
amicably the Dispute.  Second, if a mutually agreeable resolution is not
reached within thirty (20) days following the parties’ first meeting, the
parties will engage in mediation with a neutral mediator, said mediation to be
held within forty-five (45) days of the final meeting between the Executive and
representatives of the Company and/or Board.  Third, if the Dispute is not
resolved through mediation within thirty (30) days, the Dispute shall be
resolved exclusively by final and binding arbitration held in accordance with
the provisions of this Agreement and the American Arbitration Association
(“AAA”) National Rules for the Resolution of Employment Disputes then in
effect, unless such rules are inconsistent with the provisions of this
Agreement.  In connection with such arbitration:

(i)       Any such arbitration shall be
conducted: (A) by a neutral arbitrator appointed by mutual agreement of the
parties; or (B) failing such agreement, by a neutral arbitrator appointed in
accordance with said AAA rules;

(ii)      The parties shall be permitted reasonable
discovery in accordance with the provisions of the Minnesota Rules of Civil
Procedure, including the production of relevant documents by the other party,
the exchange of witness lists, and a limited number of depositions, including
depositions of any expert who will testify at the arbitration;

(iii)     The summary judgment procedure
applicable under Rule 56 of the Minnesota Rules of Civil Procedure shall be
available and apply to any arbitration conducted pursuant to this Agreement;

(iv)     The arbitrator’s award shall include
findings of fact and conclusions of law showing the legal and factual bases for
the arbitrator’s decision;

(v)      The arbitrator shall have the
authority to award to the prevailing party any remedy or relief that a United
States District Court or court of the State of Minnesota could order or grant
if the dispute had first been brought in that judicial forum, including costs
and attorneys’ fees;

(vi)     The arbitrator’s award may be
entered by any court of competent jurisdiction; and

(vii)    Unless otherwise agreed by the parties, the place of
any arbitration proceeding shall be Minneapolis, Minnesota.

(c)      Confidentiality of Dispute
Resolution.  Except as the parties shall agree in writing, upon court
order, or as required by law, neither the Company nor the Executive will
disclose to any third party, except for their counsel, retained experts and
other persons directly serving counsel or retained experts, any fact or
information in any way pertaining to the process of resolving a Dispute under
this Section 11, or to the fact of or any term that is part of a resolution or
settlement of any Dispute.  This prohibition on disclosure specifically
includes, without limitation, any disclosure of an oral statement or of a
written document made or provided by either the Executive or the Company, or by
any of its or his representatives, counsel or retained experts, or other
persons directly serving any representatives, counsel or retained experts.

(d)      Right to Injunctive Relief. 
The Executive acknowledges and agrees that the services to be rendered by him
hereunder are of a special, unique and extraordinary character, that it would
be difficult to replace such services and that any violation of
Sections 4(f), 8, 9 or 10 hereof or of the Employee Invention Agreement
would be highly injurious to the Company and/or to any Company Affiliate and that
it would be extremely difficult to compensate the Company and/or any Company
Affiliate fully for damages for any such violation.  Accordingly,
notwithstanding the terms of this Section 11, the Company or any Company
Affiliate, as the case may be, shall be entitled to seek temporary and
permanent injunctive relief from a court of law, said relief to be obtained in
accordance with Section 13(a), to enforce the provisions of Sections 4(f),
8, 9 or 10 hereof, and the Employee Invention Agreement.  This provision
with respect to injunctive relief shall not, however, diminish the right of the
Company or any Company Affiliate to claim and recover damages, or to seek and
obtain any other relief available to it pursuant to the provisions of this
Section 11.

12.     Assignment; Successors.

(a)      This Agreement is personal to
the Executive and, without the prior written consent of the Company, shall not
be assignable by the Executive.  This Agreement shall inure to the benefit
of and be enforceable by the Executive’s heirs, executors and administrators.

(b)      This Agreement shall inure to
the benefit of and be binding upon the Company and its successors and assigns,
provided that the Company may not assign this Agree­ment except in connection
with the assignment or disposition of all or substantially all of the as­sets
or stock of the Company, or by law as a result of a merger or consolidation.

(c)      The Company shall require any
successor or assignee to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would have been required to
perform it if no such assignment had taken place.

13.     Miscellaneous.

(a)      This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Minnesota, without reference to its conflict of law rules. The parties agree,
subject to the provisions requiring arbitration, that any litigation in any way
relating to this Agreement or to the Executive’s employment by the Company,
shall be venued in the State of Minnesota, Hennepin County District Court, or
the United States District Court for the District of Minnesota. The Executive
and the Company hereby consent to the personal jurisdiction of these courts and
waive any objection that such venue is inconvenient or improper.

(b)      The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect.

(c)      This Agreement may not be
amended or modified except by a written agreement executed by the par­ties
hereto or their respective successors.

(d)      All notices and other
communications under this Agreement shall be in writing and shall be given by
hand delivery to the other party, by registered or certified mail, return
receipt requested, postage prepaid, or by or by telefacsimile with printed
confirmation, addressed as follows:

| | If to the Executive:                                            
| | ----------------------------------------------------------------
| | Richard R. Roscitt                                              
| | Forty-Six Ridgeview Drive                                       
| | Basking Ridge, New Jersey 07920                                 
| |                                                                 
| | If to the Company:                                              
| | ADC Telecommunications Inc.                                     
| | P.O. Box 1101                                                   
| | Minneapolis, Minnesota 55440-1101                               
| | Fax (952) 946-3209                                              
| | Attention: Chairman of Compensation and Organization
  Committee

or to
such other address as either party furnishes to the other in writing in
accordance with this paragraph.  Notices and communications shall be
effective when actually received by the addressee or three (3) days after the
initiation of delivery; provided, that this period will not extend any period
of notice specifically set forth in this Agreement.

(e)      To the extent any provision of this Agreement
shall be determined to be invalid or unenforceable in any jurisdiction, such
provision shall be deemed to be deleted from this Agreement as to such
jurisdiction only, and the validity and enforceability of the remainder of such
provision and of this Agreement shall be unaffected.  In furtherance of
and not in limitation of the foregoing, the Executive expressly agrees that
should the duration of, geographical extent of, or business activities covered
by, any provision of this Agreement be in excess of that which is valid or
enforceable under applicable law in a given jurisdiction, then such provision,
as to such jurisdiction only, shall be construed to cover only that duration,
extent or activities that may validly or enforceably be covered.

(f)       Notwithstanding any other
provision of this Agreement, the Company shall withhold from any amount payable
under this Agreement all federal, state, local and foreign taxes that are
required to be withheld by applicable laws or regulations, or that are
consistent with the Company’s prevailing practice.

(g)      The Executive’s or the
Company’s failure to insist upon strict compliance with any provision of, or to
assert any right under, this Agreement shall not be deemed to be a waiver of
such provision or right or of any other provision of or right under this
Agreement.

(h)      This Agreement (including other
agreements specifically mentioned in this Agreement) contains the entire
agreement of the parties relating to the employment of the Executive by the
Company and the other matters discussed herein and supersedes all prior
promises, contracts, agreements and understandings of any kind, whether express
or implied, oral or written, with respect to such subject matter (including,
but not limited to, any promise, contract or understanding, whether express or
implied, oral or written, by and between the Company and the Executive), and
the parties hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not set forth herein
or in the other agreements mentioned herein.

(i)       This Agreement may be
executed in several counterparts, each of which shall be deemed an original,
and said counterparts shall constitute but one and the same instrument.

(j)       The parties hereto shall execute and
deliver all documents, provide all information and take or forbear from all
such action as may be necessary or appropriate to achieve the purposes of the
Agreement.

(k)      The Company shall reimburse the Executive for
fees and expenses incurred in connection with the negotiation and preparation
of this Agreement, up to a maximum total reimbursement amount of $15,000.



IN WITNESS WHEREOF, the Executive has hereunto set the
Executive’s hand and, pursuant to the authorization of its Board of Directors,
the Company has caused this Agree­ment to be executed in its name on its
behalf, all as of the day and year first above written.

|ADC TELECOMMUNICATIONS, INC.        |  | RICHARD R. ROSCITT    
|----------------------------------- |  | ----------------------
|                                    |  |                       
|By /s/ Laura N. Owen                |  | /s/ Richard R. Roscitt
|                                    |  |                       
|Its Vice President, Human Resources |  | Date January 28, 2001 
|                                    |  |                       
|Date January 28, 2001               |  |