ADC TELECOMMUNICATIONS, INC.  2001 SPECIAL STOCK OPTION PLAN

Section 1. Purpose.

The purpose of the ADC Telecommunications, Inc. 2001 Special Stock Option Plan (the "Plan") is to aid in maintaining and developing employees capable of
assuring the future success of ADC Telecommunications, Inc. (the "Company"), to offer such employees incentives to put forth maximum efforts for the success of the Company's business and to
afford such employees an opportunity to acquire a proprietary interest in the Company.

Section 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:



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Section 3. Administration.

(a)Power and Authority of the Committee.The Plan shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, the Committee shall have full power and authority to:



Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any
Affiliate.

(b)Delegation.The Committee may delegate to one or more officers of the Company or any Affiliate or a
committee of such officers the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to Eligible Persons.

(c)Power and Authority of the Board of Directors.Notwithstanding anything to the contrary contained herein,
the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan.

Section 4. Shares Available for Awards.

(a)Shares Available.Subject to adjustment as provided in Section 4(c), the aggregate number of Shares
available for granting Awards under the Plan shall be 12,000,000. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates
without delivery of any Shares or cash payments to be received thereunder, then the number

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of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall not again be available for
granting Awards under the Plan. In addition, any Shares that are used by a Participant as full or partial payment to the Company of the purchase price of Shares acquired upon exercise of an Option
shall not again be available for granting Awards.

(b)Accounting for Awards.For purposes of this Section 4,



provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted
for, other Awards may be counted or not counted under procedures adopted by the Committee in order to avoid double counting.

(c)Adjustments.In the event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or
other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or
securities or other property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or securities or other property) subject to outstanding Awards and
(iii) the exercise price with respect to any Award;provided, however, that the number of Shares covered by any Award or to which such Award
relates shall always be a whole number.

Section 5. Eligibility.

(a)General.Any Eligible Person shall be eligible to be designated a Participant. In determining which Eligible
Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant.

(b)Rules for International Participants.The Committee may, to the extent necessary or desirable, designate
special terms and conditions under which Awards may be granted to Eligible Persons who work or reside outside of the United States on behalf of the Company or any Affiliate. Such terms and conditions
may vary by jurisdiction but may not change the maximum number of shares on which Awards may be granted pursuant to Section 4 or the eligibility rules in the preceding paragraph.

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Section 6. Awards.

(a)Options.The Committee is hereby authorized to grant Options to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:



(b)Stock Appreciation Rights.The Committee is hereby authorized to grant Stock Appreciation Rights to
Participants subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise
thereof the excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of
exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than the Fair Market Value of one Share on the date of grant of
the Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods at exercise, dates of exercise, methods of settlement and any other
terms and
conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may
deem appropriate.

(c)General.



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Section 7. Amendment and Termination; Adjustments.

(a)Amendments to the Plan.The Board of Directors of the Company may amend, alter, suspend, discontinue or
terminate the Plan at any time.

(b)Amendments to Awards.Subject to the provisions of the Plan, the Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided herein or in an Award Agreement, the Committee may not amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively, if such action
would affect adversely the rights of the holder of such Award, without the consent of the Participant or holder or beneficiary thereof.

(c)Correction of Defects, Omissions and Inconsistencies.The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

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Section 8. Income Tax Withholding; Tax Bonuses.

(a)Withholding.In order to comply with all applicable federal or state income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all federal and state taxes to be withheld or collected upon exercise or receipt of (or the
lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax
obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with
a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to)
such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

(b)Tax Bonuses.The Committee, in its discretion, shall have the authority, at the time of grant of any Award
under this Plan or at any time thereafter to approve bonuses to designated Participants to be paid upon their exercise or receipt of (or the lapse of restrictions relating to) Awards in order to
provide funds to pay all or a portion of federal and state taxes due as a result of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full authority in its
discretion to determine the amount of any such tax bonus.

Section 9. General Provisions.

(a)No Rights to Awards.No Eligible Person, Participant or other Person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards
need not be the same with respect to different Participants.

(b)Granting of Awards.No Participant will have rights under an Award granted to such Participant unless and
until an Award Agreement shall have been duly executed on behalf of the Company.

(c)No Limit on Other Compensation Arrangements.Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)No Right to Employment.The grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(e)Governing Law.The validity, construction and effect of the Plan and any rules and regulations relating to
the Plan shall be determined in accordance with the laws of the State of Minnesota.

(f)Severability.If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award,

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such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(g)No Trust or Fund Created.Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments for
the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(h)No Fractional Shares.No fractional Shares shall be issued or delivered pursuant to the Plan or any Award,
and the Committee shall determine whether cash shall be paid in lieu of any fractional Shares
or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(i)Headings.Headings are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 10. Effective Date of The Plan.

The Plan shall be effective as of December 1, 2001.

Section 11. Term of The Plan.

Awards shall be granted under the Plan during a period commencing December 1, 2001, the date the Plan was approved by the Directors of the Company, through
November 30, 2002, unless the Plan is earlier terminated as provided in Section 7(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any
Award theretofore granted may extend beyond the ending date of the period stated above, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the
authority of the Board of Directors of the Company to amend the Plan, shall extend beyond the end of such period.

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