##### 



ADC TELECOMMUNICATIONS, INC.
 RESTRICTED STOCK UNIT AWARD AGREEMENT
(Nonemployee Director)
 
   1. Grant Date:
 2. Number of Restricted Stock Units Subject to this Award:
 3. Vesting Date:
 4. Conversion of Restricted Stock Units and Issuance of Shares.
 5. Cessation of Service as a Director.
 6. Right to Shares; Dividends.
 7. Transfer of Award.
 8. Acceleration of Vesting Date.




---



##### 



(a)
    
    Change in Control shall mean:
 (i)
    
    a change in control of the Company 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 Company is then subject to such reporting
requirement;(ii)
    
    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 Company 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 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Companys then
outstanding securities, determined in accordance with Rule 13d-3, excluding,
however, any securities acquired directly from the Company (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 Company);
however, that for purposes of this clause the term person shall not include
the Company, any subsidiary of the Company or any employee benefit plan of the
Company or of any subsidiary of the Company or any entity holding shares of
Common Stock organized, appointed or established for, or pursuant to the terms
of, any such plan;(iii)
    
    the Continuing Directors cease to constitute a majority of the
Companys Board of Directors;(iv)
    
    consummation of a reorganization, merger or consolidation of,
or a sale or other disposition of all or substantially all of the assets of,
the Company (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 Company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
Company approving such Business Combination;(v)
    
    approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company; or(vi)
    
    the majority of the Continuing Directors determine in their
sole and absolute discretion that there has been a change in control of the
Company.(vii)
    
    the definition of Change in Control is subject to changes as
may be determined by the Compensation Committee of the Companys Board of
Directors as necessary to comply with the requirements of Section 409A of the
Internal Revenue Code, as added by the American Jobs Creation Act.
 (b)
    
    Continuing Director shall mean any person who is a member of the Board of
Directors of the Company, while such person is a member of the Board of Directors, who
is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined
below) of an Acquiring Person, or a representative of an Acquiring Person or of any
such Affiliate or Associate, and who (x) was a member of the Board of Directors on the
date of this Agreement as first written above or (y) subsequently becomes a member of
the Board of Directors, if such persons initial nomination
 2




---



##### 



for election or initial election to the Board of Directors is recommended or
approved by a majority of the Continuing Directors. For purposes of this
subparagraph (b), Acquiring Person shall mean any person (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all
Affiliates and Associates of such person, is the beneficial owner (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power of
the Companys then outstanding securities, but shall not include the Company, any
subsidiary of the Company or any employee benefit plan of the Company or of any
subsidiary of the Company or any entity holding shares of Common Stock organized,
appointed or established for, or pursuant to the terms of, any such plan; and
Affiliate and Associate shall have the respective meanings ascribed to such
terms in Rule 12b-2 promulgated under the Exchange Act.
 9. Further Acts.
 10. New, Substituted or Additional Securities.
 11. Severability.
 12. Governing Law.
 13. Limitation on Rights; No Right to Future Grants; Extraordinary Item.
 ADC TELECOMMUNICATIONS, INC.By:Jeffrey D. PflaumSecretary, ADC Telecommunications, Inc. 3




---



##### 



ACCEPTANCE
 Agreement Acceptance Instructions  Your Action Required
 Step 1.
    
    Log on to your account at www.etrade.com. If you do not have access to your ID
and Password, please go to the following link for assistance:https://us.etrade.com/e/t/user/resetpasswdpageoneStep 2:
    
    Enter your ID and password; click on the alert that says: You Have A New Award  Action
Required. You will then be taken to a screen that shows information regarding the Award.Step 3.
    
    On this page you will find two links: Take action required by your employer for your
new Award and View your complete Award details including vesting schedules and plan
documentation from your employer. Please review your documentation thoroughly.Step 4.
    
    After reviewing the materials in your Award package, click on Take action required by
your employer for your new grant; enter your password and click the accept or decline
button for each individual grant. If you click the decline button, you will not have accepted
the Award.
    Mail:ADC Telecommunications, Inc.
Attn: ADC Global Rewards  Stock Group, MS 56
P.O. Box 1101
Minneapolis, MN 55440-1101 USAExpress Mail:ADC Telecommunications, Inc.
Attn: ADC Global Rewards  Stock Group, MS 56
13625 Technology Drive 
Eden Prairie, MN 55344 USA
 E-mail: stockprograms@adc.comFacsimile:
    
    (952) 238-1525Telephone:
    
    (952) 917-0576(800) 366-3889 ext. 705761-952-238-1525
 4