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ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN
(2006 Restatement)




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ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN
(2006 Restatement)
 TABLE OF CONTENTS
 PagePREAMBLES
    
    
    
    
    
    
    
    
    1SECTION 1
    
    INTRODUCTION
    
    
    21.1.
    
    Application of Restatement1.2.
    
    Definitions1.2.1.
    
    Accounts(a) Total Account(b) Excess Savings Account(c) Fixed Match Account(d) Performance Match Account(e) Transition Benefit Account1.2.2.
    
    Affiliate1.2.3.
    
    Annual Enrollment Period1.2.4.
    
    Annual Valuation Date1.2.5.
    
    Beneficiary1.2.6.
    
    Code1.2.7.
    
    Compensation1.2.8.
    
    Compensation Committee1.2.9.
    
    Disability1.2.10.
    
    Employer1.2.11.
    
    ERISA1.2.12.
    
    Excess Compensation1.2.13.
    
    Excess Savings Election1.2.14.
    
    Participant1.2.15.
    
    Plan1.2.16.
    
    Plan Statement1.2.17.
    
    Prior Plan Statement1.2.18.
    
    Plan Year1.2.19.
    
    Principal Sponsor1.2.20.
    
    Recognized Employment1.2.21.
    
    Retirement Committee1.2.22.
    
    Retirement Savings Plan1.2.23.
    
    Separation from Service1.2.24.
    
    Unit Share
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Page1.2.25.
    
    Valuation Date1.2.26.
    
    Vested1.3.
    
    Rules of InterpretationSECTION 2.
    
    ELIGIBILITY AND ENROLLMENT
    
    
    72.1.
    
    Eligibility2.2.
    
    Special Eligibility Rule for Transition Benefit2.3.
    
    Excess Savings Election2.3.1.
    
    Deferral Percentages2.3.2.
    
    Automatic Cancellation2.3.3.
    
    Voluntary Cancellation2.3.4.
    
    Manner of Election2.3.5.
    
    Employer Administrative Error2.4.
    
    Specific ExclusionSECTION 3.
    
    ADDITIONS TO ACCOUNTS
    
    
    93.1.
    
    Excess Compensation Deferrals3.1.1.
    
    Amount3.1.2.
    
    Crediting the Account3.2.
    
    Fixed Match3.2.1.
    
    Amount3.2.2.
    
    Crediting the Account3.2.3.
    
    Eligible Participant3.3.
    
    Performance Match3.3.1.
    
    Amount3.3.2.
    
    Crediting the Account3.3.3.
    
    Eligible Participant3.4.
    
    Transition Benefit3.4.1.
    
    Amount3.4.2.
    
    Crediting the Account3.5.
    
    Nonduplication of BenefitsSECTION 4.
    
    ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS
    
    
    124.1.
    
    Participant Accounts4.1.1.
    
    Establishment of Accounts4.1.2.
    
    Adjustment of Accounts4.1.3.
    
    Investment of Accounts4.1.4.
    
    Rules4.2.
    
    Dividend Adjustment for Phantom Stock4.3.
    
    Antidilution Adjustment for Phantom Stock4.4.
    
    Not Funded
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PageSECTION 5.
    
    VESTING ACCOUNTS
    
    
    14SECTION 6.
    
    DISTRIBUTION UPON SEPARATION FROM SERVICE
    
    
    156.1.
    
    Time of Distribution6.1.1.
    
    Lump-Sum Distributions6.1.2.
    
    Annual Installment Distributions6.1.3.
    
    Actual Distribution Dates6.2.
    
    Forms of Distribution6.3.
    
    Modification of Initial Designation6.4.
    
    Distribution in CashSECTION 7.
    
    DISTRIBUTION UPON DEATH AND DISABILITY
    
    
    187.1.
    
    Before Separation from Service7.2.
    
    After Separation from Service7.3.
    
    Actual Distribution Dates7.4.
    
    Distribution in Cash7.5.
    
    Designation of Beneficiaries7.5.1.
    
    Right To Designate7.5.2.
    
    Failure of Designation7.5.3.
    
    Disclaimers of Beneficiaries7.5.4.
    
    Definitions7.5.5.
    
    Special Rules7.5.6.
    
    Spousal Rights7.6.
    
    Facility of PaymentSECTION 8.
    
    SPENDTHRIFT PROVISIONS
    
    
    22SECTION 9.
    
    AMENDMENT, TERMINATION AND CHANGE IN CONTROL
    
    
    239.1.
    
    Amendment and Termination9.2.
    
    Change in Control9.2.1.
    
    In General9.2.2.
    
    Special Definitions9.2.3.
    
    Amendment9.2.4.
    
    Separation from Service9.2.5.
    
    Pending Installment Distributions9.2.6.
    
    Not AmendableSECTION 10.
    
    ADMINISTRATION
    
    
    2510.1.
    
    Authority10.2.
    
    Liability10.3.
    
    Procedures10.4.
    
    Claim for Benefits
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Page10.5.
    
    Claims Procedure10.5.1.
    
    Original Claim10.5.2.
    
    Claims Review Procedure10.5.3.
    
    General Rules10.6.
    
    Errors in Computations10.7.
    
    Code § 162(m) DelaySECTION 11.
    
    PLAN ADMINISTRATION
    
    
    2811.1.
    
    Principal Sponsor11.1.1.
    
    Compensation Committee11.1.2.
    
    Amendment11.2.
    
    Conflict of Interest11.3.
    
    Administrator11.4.
    
    Service of ProcessSECTION 12.
    
    DISCLAIMERS
    
    
    2912.1.
    
    Term of Employment12.2.
    
    Employment12.3.
    
    Source of Payment12.4.
    
    Guaranty12.5.
    
    DelegationAPPENDIX A  CHANGE IN CONTROL SPECIAL DEFINITIONS
    
    
    A-1
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ADC TELECOMMUNICATIONS, INC. 401(k) EXCESS PLAN
(2006 Restatement)
      -1-




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SECTION 1
 INTRODUCTION
 Application of Restatement i.e i.e
 Definitions
 Accounts
 (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.
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Affiliate
 Annual Enrollment Period
 Annual Valuation Date
 Beneficiary
 Code
 Compensation
 Compensation Committee
 Disability
 -3-




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Employer
 ERISA
 Excess Compensation
 Excess Savings Election
 Participant
 Plan
 Plan Statement
 Prior Plan Statement
 Plan Year
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Principal Sponsor
 Recognized Employment
 (a)
    
    classified as Recognized Employment under the Retirement Savings Plan; and(b)
    
    a sales management position at an ADC job grade level of eighteen (18) or
any other position at an ADC job grade level of nineteen (19) or above.
  Retirement Committee
 Retirement Savings Plan
 Separation from Service
 Unit Share
 Valuation Date
 Vested i.e.
 -5-




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Rules of Interpretation
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SECTION 2
 ELIGIBILITY AND ENROLLMENT
 Eligibility
 Special Eligibility Rule for Transition Benefit
 Excess Savings Election
 Deferral Percentages
 Automatic Cancellation
 Voluntary Cancellation
 Manner of Election e.g
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Employer Administrative Error
 Specific Exclusion ab initio
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SECTION 3
 ADDITIONS TO ACCOUNTS
 Excess Compensation Deferrals
 Amount i.e
 Crediting the Account
 Fixed Match
 Amount
 Crediting the Account
 Eligible Participant
 Performance Match
 Amount
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Crediting the Account
 Eligible Participant
 Transition Benefit
 Amount
 (a)
    
    an amount equal to the employees Excess Compensation for such Plan Year
multiplied by the transition benefit percentage determined for such employee under
the Retirement Savings Plan for such Plan Year, and(b)
    
    the amount of any transition benefit (other than the amount identified in
paragraph (a) above) to be allocated to such employee 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.
 Crediting the Account
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Nonduplication of Benefits
 -11-




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SECTION 4
 ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS
 Participant Accounts
 Establishment of Accounts
 Adjustment of Accounts
 Investment of Accounts
 Rules
 Dividend Adjustment for Phantom Stock
 Antidilution Adjustment for Phantom Stock
 -12-




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Not Funded
 -13-




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SECTION 5
 VESTING ACCOUNTS
  -14-




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SECTION 6
 DISTRIBUTION UPON SEPARATION FROM SERVICE
 Time of Distribution
 Lump-Sum Distributions
 (a)
    
    the first day of the seventh month following the Participants Separation
from Service;(b)
    
    the January 1 next following the Participants Separation from Service,
unless such January 1 occurs before (a) above, in which case distribution shall be
made under (a) above; or(c)
    
    any January 1 that occurs after the dates in (b) above but not later than
the five-(5) year anniversary of the Participants Separation from Service.
 Annual Installment Distributions
 (a)
    
    the first day of the seventh month following the Participants Separation
from Service and each January 1 thereafter; or(b)
    
    the January 1 next following the Participants Separation from Service
(unless such January 1 occurs before (a) above, in which case distribution shall be
made under (a) above) and each January 1 thereafter.
 Actual Distribution Dates
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Forms of Distribution
 (a)
    
    Annual Installments. If the Participant elects to receive distribution in
annual installments, the following rules shall apply:
 (i)
    
    Distribution shall be made in a series of
substantially equal installments payable annually over a term not to
exceed five (5) years.(ii)
    
    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).
 (b)
    
    Automatic Lump Sum. Notwithstanding any election to receive distribution
in installments, if on or after January 1, 2007, the Participants Account balance
upon commencement of the initial installment distribution following Separation from
Service is less than Twenty Thousand Dollars ($20,000), distribution shall be made in
a single lump sum.
 Modification of Initial Designation
 (a)
    
    The Participant may rescind the initial designation by making a new
designation on a form provided by the Employer. Such election must be submitted to
and accepted by the Employer at least twelve (12) months prior to the date on which a
distribution to the Participant would otherwise have been made or commenced. The
election shall have no effect until at least twelve (12) months after the date on
which the election is made.(b)
    
    If the Participant initially elected to commence distribution in a single
lump sum, the Participant may elect to change the time (but not the form) of
distribution. If the Participant initially elected to commence distribution in
annual installments, the Participant may elect to convert such installments into a
single lump sum.
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(c)
    
    The new benefit distribution date may be any January 1 that occurs on or
after the five-(5) year anniversary of the original benefit distribution date but no
later than the seven-(7) year anniversary of the Participants Separation from
Service.
 Distribution in Cash
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SECTION 7
 DISTRIBUTION UPON DEATH AND DISABILITY
 Before Separation from Service
 After Separation from Service
 Actual Distribution Dates
 Distribution in Cash
 Designation of Beneficiaries
 Right To Designate
 Failure of Designation
 (a)
    
    fails to designate a Beneficiary,
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(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,
  
 Disclaimers of Beneficiaries
 Definitions
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Special Rules
 (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 7.5.2. 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 payment due such Beneficiary hereunder, such payment 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 designating 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.(f)
    
    The employer shall be the sole judge of the content, interpretation and
validity of a purported Beneficiary designation.
 Spousal Rights
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Facility of Payment
 (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.
  -21-




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SECTION 8
 SPENDTHRIFT PROVISIONS
    -22-




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SECTION 9
 AMENDMENT, TERMINATION AND CHANGE IN CONTROL
 Amendment and Termination
 Change in Control
 In General
 Special Definitions
 Amendment
 Separation from Service
 Pending Installment Distributions
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Not Amendable
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SECTION 10
 ADMINISTRATION
 Authority
 Liability
 Procedures
 Claim for Benefits
 Claims Procedure
 Original Claim
 (a)
    
    the specific reasons for the denial,(b)
    
    the specific references to the pertinent provisions of this Plan on which
the denial is based,
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(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.
 Claims Review Procedure
 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
Retirement 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 Retirement
Committee upon request.(b)
    
    All decisions on original claims shall be made by the Retirement Committee
and requests for a review of denied claims shall be made by the Retirement Committee.(c)
    
    The Retirement 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 Retirement Committee reserves the right to require the claimant
to furnish written authorization of such representation. A claimants representative
shall be entitled to copies of all notices given to the claimant.(e)
    
    The decision of the Retirement 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.
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Errors in Computations
 Code § 162(m) Delay
 -27-




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SECTION 11
 PLAN ADMINISTRATION
 Principal Sponsor
 Compensation Committee
 Amendment
 (a)
    
    in any respect by resolution of the Compensation Committee; and(b)
    
    in any respect that does not materially increase the cost of the Plan by
action of the Retirement Committee.
 Conflict of Interest
 Administrator
 Service of Process
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SECTION 12
 DISCLAIMERS
 Term of Employment
 Employment
 Source of Payment
 Guaranty
 Delegation
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APPENDIX A
 CHANGE IN CONTROL SPECIAL DEFINITIONS
  1.
    
    Acquiring Person shall mean any person (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (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 ADC TELECOMMUNICATIONS, INC. representing 20% or more of the combined voting
power of the then outstanding securities of ADC TELECOMMUNICATIONS, INC., but shall not
include ADC TELECOMMUNICATIONS, INC., any subsidiary of ADC TELECOMMUNICATIONS, INC. or any
employee benefit plan of ADC TELECOMMUNICATIONS, INC. or of any subsidiary of ADC
TELECOMMUNICATIONS, INC. or any entity holding shares of common stock of ADC
TELECOMMUNICATIONS, INC. organized, appointed or established for, or pursuant to the terms of,
any such plan.2
    
    Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule
12b-2 promulgated under the Exchange Act. (For purposes of this Appendix, affiliate shall
not have the meaning ascribed to that term in Section 1.2.2 of the Plan Statement.)3.
    
    Cause shall mean willful and continued failure by the employee to perform his duties or
gross and willful misconduct including, but not limited to, wrongful appropriation of funds or
the commission of a gross misdemeanor or felony.4.
    
    Change in Control shall mean:
 4.1.
    
    a change in control of ADC TELECOMMUNICATIONS, INC. 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 Exchange Act, whether or not ADC TELECOMMUNICATIONS, INC. is
then subject to such reporting requirement;
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4.2.
    
    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 ADC TELECOMMUNICATIONS, INC. 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 ADC TELECOMMUNICATIONS, INC. representing 20% or more of
the combined voting power of ADC TELECOMMUNICATIONS, INC.s then outstanding
securities, determined in accordance with Rule 13d-3, excluding, however,
any securities acquired directly from ADC TELECOMMUNICATIONS, INC. (other
than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly from ADC
TELECOMMUNICATIONS, INC.); provided, however, that for purposes of this
clause the term person shall not include ADC TELECOMMUNICATIONS, INC., any
subsidiary of ADC TELECOMMUNICATIONS, INC. or any employee benefit plan of
ADC TELECOMMUNICATIONS, INC. or of any subsidiary of ADC TELECOMMUNICATIONS,
INC. or any entity holding shares of common stock of ADC TELECOMMUNICATIONS,
INC. organized, appointed or established for, or pursuant to the terms of,
any such plan;4.3.
    
    the Continuing Directors cease to constitute a majority of ADC
TELECOMMUNICATIONS, INC.s Board of Directors;4.4.
    
    consummation of a reorganization, merger or consolidation of, or a sale or
other disposition of all or substantially all of the assets of, ADC
TELECOMMUNICATIONS, INC. (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 ADC TELECOMMUNICATIONS, INC.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 ADC TELECOMMUNICATIONS, INC.
approving such Business Combination; or4.5.
    
    approval by the shareholders of ADC TELECOMMUNICATIONS, INC. of a complete
liquidation or dissolution of ADC TELECOMMUNICATIONS, INC.
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5.
    
    Continuing Director shall mean any person who is a member of the Board of Directors of ADC
TELECOMMUNICATIONS, INC., while such person is a member of the Board of Directors, who is not an Acquiring Person or an Affiliate or Associate of
an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate
or Associate, and who (A) was a member of the Board of Directors on September 26, 1989, or
(B) subsequently becomes a member of the Board of Directors, if such persons initial
nomination for election or initial election to the Board of Directors is recommended or
approved by a majority of the Continuing Directors.6.
    
    Eligible Participant shall mean each Participant: (i) who is actively employed on the date
of a Change in Control, and (ii) who incurs a Separation from Service for any reason
(including death) except for Cause during the two (2) years following the date of a Change in
Control.7.
    
    Good Reason shall mean the occurrence of any of the following events, except for the
occurrence of such an event in connection with the termination or reassignment of the
employees employment by ADC TELECOMMUNICATIONS, INC. or any of its subsidiaries for Cause or
by reason of disability (as defined in section 22(e)(3) of the Internal Revenue Code) or
death:
 7.1.
    
    the assignment to the employee of employment responsibilities which are not
of comparable responsibility and status as the employment responsibilities held by
the employee immediately prior to a Change in Control;7.2.
    
    a reduction in the employees base salary as in effect immediately prior to
a Change in Control;7.3.
    
    an amendment or modification of the incentive compensation program of ADC
TELECOMMUNICATIONS, INC. (except as may be required by applicable law) which affects
the terms or administration of the program in a manner adverse to the interest of the
employee as compared to the terms and administration of such program immediately
prior to a Change in Control;7.4.
    
    the requirement by ADC TELECOMMUNICATIONS, INC. or any of its subsidiaries
that the employee be based anywhere other than within fifty (50) miles of the
employees office location immediately prior to a Change in Control, except for
requirements of temporary travel on business of ADC TELECOMMUNICATIONS, INC. to an
extent substantially consistent with the employees business travel obligations
immediately prior to a Change in Control; or
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7.5.
    
    except to the extent otherwise required by applicable law, the failure by
ADC TELECOMMUNICATIONS, INC. to continue in effect any benefit or compensation plan,
stock ownership plan, stock purchase plan, bonus plan, life insurance plan,
health-and-accident plan or disability plan in which the employee is participating
immediately prior to a Change in Control (or plans providing the employee with
substantially similar benefits), the taking of any action by ADC TELECOMMUNICATIONS,
INC. which would adversely affect the employees participation in, or materially
reduce the employees benefits under, any of such plans or deprive the employee of
any material fringe benefit enjoyed by the employee immediately prior to such Change
in Control, or the failure by ADC TELECOMMUNICATIONS, INC. to provide the employee
with the number of paid-time-off days to which the employee is entitled immediately
prior to such Change in Control in accordance with the paid-time-off policy of ADC
TELECOMMUNICATIONS, INC. as then in effect.
 8.
    
    Maturity Date shall mean the eleventh (11th) business day following the date of a Change in
Control.
 A-4