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COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
OF ADC TELECOMMUNICATIONS, INC.
(2006 Restatement)
  1.
    
    PurposeThe purpose of this Compensation Plan (the Plan) is to enable Directors of ADC
Telecommunications, Inc. (the Company) who are not employees of the Company to elect to
receive their fees as members of the Board of Directors in a form most advantageous to them.
The Plan permits such Directors to elect to receive this compensation in one or more of the
following methods:
 (a)
    
    In cash on a current basis;(b)
    
    In cash on a deferred basis (a Deferred Cash Election); or(c)
    
    In Company stock on a deferred basis (a Deferred Stock Election).
 2.
    
    Effective DateThis Plan was originally adopted on March 30, 1982. The effective date of this restatement
is January 1, 2005.3.
    
    EligibilityAll members of the Board of Directors who are not employees of the Company (Participants)
are eligible for the Plan.4.
    
    Compensation Covered by the PlanThe compensation covered by the Plan which is eligible to be deferred or exchanged is as
follows (the Eligible Fees):
 (a)
    
    For a Deferred Cash Election: the annual cash retainer, any non-Executive
Board or Committee Chair retainer, and all meeting attendance fees;(b)
    
    For a Deferred Stock Election: The annual cash retainer and any Board
Committee Chair retainer.
 No other compensation or fees otherwise payable to a Director shall be eligible for an
election under this Plan.




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5.
    
    Election to DeferElections to defer Eligible Fees must be made with respect to each Plan Year. Each
Participant may, in lieu of receiving current covered compensation for any Plan Year, elect
to defer Eligible Fees as follows using the Deferral Election Form attached hereto as
Exhibit A:
 (a)
    
    All Eligible Fees;(b)
    
    Any designated percentage of his/her Eligible Fees; or(c)
    
    Any designated dollar amount of his/her Eligible Fees.
 To be effective for any Plan Year, a Deferral Election Form must be submitted to the Company
prior to the first day of the Plan Year. That portion of Eligible Fees for which a valid
Deferral Election Form has not been timely received by the Company will be paid in cash in
accordance with the Companys customary practice of paying such Eligible Fees. Once a Plan
Year has commenced, all Deferral Elections under this Plan for such Plan Year shall be
irrevocable.6.
    
    Plan YearThe Plan shall operate on a calendar year basis.7.
    
    Deferred Cash ElectionFor Directors who make a Deferred Cash Election, the Company will establish an account (a
Deferral Account) and will credit to the Deferral Account the amount of the Eligible Fees
earned by him/her as of the date such fees would normally be payable by the Company. In
addition, the Company shall accrue as of the last day of each month, interest on the balance
in such Deferral Account at the prime commercial rate (the Prime Rate) of Wells Fargo Bank
Minnesota, N.A., in effect for such month.
 (a)
    
    Funding of the Deferral AccountThe amounts credited to each Participants Deferral Account shall not be held by the
Company in a trust, escrow or similar fiduciary capacity, and neither the
Participant, nor any legal representative, shall have any right against the Company
with respect to any portion of the Deferral Account except as a general unsecured
creditor of the Company.
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(b)
    
    Timing of DistributionsAt the time a Participants initialDeferred Cash Election is made, each Participant
shall specify the time and manner in which the balance in his/her Deferral Account
shall be distributed. The time and manner for distributions specified on a
Participants initialelection form shall remain in effect for allsuccessive
elections until amended in accordance with Section 7(d). Installment payments shall
be deemed to be a single payment for purposes of any election to further defer
payments. If a Participant does not specify an election for the timing and manner
of a distribution, the balance of a Participants Deferral Account shall be
distributed in a lump sum in accordance with option (i) below. The Participant
shall be entitled to receive, or to commence receiving, his/her deferred cash
compensation as soon as practicable after the following:
 (i)
    
    His/her separation from service (as that term is defined under
Section 409A of the Code) with the Company;(ii)
    
    The January 1 following his/her separation from service with
the Company; or(iii)
    
    On a date set by him/her.
 (c)
    
    Manner of DistributionEach Participant shall be entitled to receive the balance in his/her Deferral
Account in any one of the following manners:
 (i)
    
    In a lump sum;(ii)
    
    In approximately equal quarterly installments over a period of
years stipulated by him/her; or(iii)
    
    In approximately equal quarterly installments of a value
stipulated by him/her until the Deferral Account is exhausted.
 (d)
    
    Amendments to Timing or Form of DistributionA Participant may rescind the initial designation of the timing and manner of
distribution made pursuant to Section 7(b) by making a new designation on the
Distribution Amendment Form attached hereto as Exhibit B. A Distribution Amendment
Form is not effective for 12 months after it is filed and a new distribution
election must delay payment at least 5 years from the date payment would otherwise
have been made. If the initial distribution election was made for a specified time
(e.g., attainment of age 65), the new election must be made at least 12 months
before the date of the first scheduled payment. (By way of example, a Participant
who originally elected to receive installment payments beginning on the date the Participant attains age 65, and later decides he/she wants
to receive a lump sum must submit a Distribution Amendment Form at least 12 months
before the date selected for distribution (the Participants 65th
birthday). The lump sum payment must be made at least 5 years after the date
originally selected for distribution.) Once distributions have commenced pursuant
to a valid distribution election, no further amendments to the manner of such
distribution may be made.
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8.
    
    Deferred Stock Election
 (a)
    
    Exchange ElectionEligible Participants may elect to exchange part or all of their Eligible Fees for a
Plan Year for the Companys commitment to issue to such Participants a fixed number
of shares of common stock of the Company at a future date. No actual shares of
common stock shall be issued until the distribution date described in Section 8(c)
hereof. The Companys commitment to issue shares shall be referred to as Phantom
Shares. The Phantom Shares shall not be considered issued and outstanding shares
for purposes of shareholder voting rights, but shall be treated the same as
outstanding shares for purposes of dividends and other distributions.The number of shares which the Company shall be obligated to issue as a result of a
Deferred Stock Election will equal the dollar amount of the Eligible Fee elected to
be deferred divided by the closing price of ADC common stock on first business day
of the Plan Year for which the election is effective, rounded to the nearest whole
number of shares. An example of this calculation is attached hereto as Exhibit B.(b)
    
    Terms and Vesting of Phantom SharesThe Phantom Shares shall be subject to forfeiture if the Participant ceases to serve
as a Director at any time during the Plan Year for which such Phantom Shares were
issued. All Phantom Shares issued under and subject to the terms of this Plan will
be issued under the Companys Global Stock Incentive Plan and/or its successor plans
and shall be deemed to be restricted stock units for purposes of such Plan.(c)
    
    Distribution of Phantom SharesProvided that the Phantom Shares have not been forfeited, the actual shares of the
Companys common stock represented by the Phantom Shares will be distributed as soon
as administratively feasible following the Participants separation from service
with the Company.
 9.
    
    General Provisions
 (a)
    
    Distribution in Event of DeathIn the event of death, distribution of the Deferral Account or actual shares of
common stock represented by Phantom Shares will be made to the Beneficiary named by
the Participant or to that person who would have a right to receive such
distribution by will or by the applicable laws of descent and distribution.
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(b)
    
    Distribution in Event of Change in ControlNotwithstanding any other provision of this Plan, in the event of a Change in
Control (as defined in Appendix I), each Participant who separates from service with
the Company for any reason (other than for Cause) during the two (2) year period
following such Change in Control shall receive within ten (10) business days after
the date of separation the following:
 (i)
    
    If a Participant has a balance in the Deferral Account, a lump
sum payment of the entire balance contained in his/her Deferral Account,
together with interest at the Prime Rate, on the average daily balance in such
Deferral Account for the period since the last interest accrual pursuant to
Section 7 through the date of such Participants separation from service; and(ii)
    
    If a Deferred Stock Election is in effect, a distribution of
the number of shares represented by the Phantom Shares issued pursuant to such
election, including any Phantom Shares that have not yet vested pursuant to
Section 8(b) hereof.
 Notwithstanding paragraph (i) above, with respect to any Participant who separated
from service before the date of a Change in Control, the balance of the
Participants Deferral Account shall be paid at the time and in the manner as
elected by the Participant under Section 7 hereof (and shall not be commuted to a
lump sum or otherwise accelerated by the Change in Control). For purposes of this
Section 10(b), a Change in Control and Cause shall have the meanings given in
the attached Appendix I.(c)
    
    Distribution to Key EmployeesNotwithstanding any other provision in this Plan, in the event that a Participant in
this Plan is determined to be a key employee (as that term is defined under
Section 409A of the Code), any distribution to the Participant on account of the
Participants separation from service shall be delayed as necessary to comply with
the requirements of Section 409A of the Code.(d)
    
    Administration of the PlanThe Plan shall be administered by the Board of Directors or Compensation Committee
of the Board of Directors.
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(e)
    
    Amendment or TerminationThis Plan may be amended or terminated at any time by the Board of Directors or the
Compensation Committee of the Board of Directors.(f)
    
    Cautionary StatementParticipants should be aware that their participation in the Plan involves the
following risks, among others:
 (i)
    
    Balances in the Deferral Account represented unfunded,
unsecured general obligations of the Company. If the Company is unable to pay
its debts as they become due, Participants may not be able to collect the
balances in their Deferral Accounts.(ii)
    
    The value of the Phantom Shares issued pursuant to the Plan
will depend on the value of ADC common stock. An investment in ADC common
stock involves risk. Participants are encouraged to review ADCs filings with
the U.S. Securities and Exchange Commission for a description of some of the
risk factors associated with an investment in ADCs common stock.(iii)
    
    Except as otherwise provided in the Plan, the Phantom Shares
issued pursuant to the Plan are subject to forfeiture if a Participant does not
maintain service as a Director through the end of the Plan Year of such
issuance.
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APPENDIX I
 CHANGE IN CONTROL DEFINITION
  1.
    
    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 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.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:
 (a)
    
    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 Securities Exchange Act of 1934, as amended (the Exchange
Act), whether or not ADC Telecommunications, Inc. 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 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;
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(c)
    
    the Continuing Directors cease to constitute a majority of ADC
Telecommunications, Inc.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, 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; or(e)
    
    approval by the shareholders of ADC Telecommunications, Inc. of a complete
liquidation or dissolution of ADC Telecommunications, Inc.
 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.
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EXHIBIT A
 DEFERRAL ELECTION FORM FOR 2007
   Deferred Cash
    
    Deferred StockElection
    
    ElectionAnnual RetainerChair Retainer (Board
or Committee)Meeting Attendance Fees
    
    
    
    N/A
 initial subsequent




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Date
    
    
    
    
    
    By(Print Name)




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EXHIBIT B
 DISTRIBUTION AMENDMENT FORM
   
        Date
    
    
    
    
    
    By(Print Name)




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EXHIBIT C
 DEFERRED STOCK EXAMPLE  PHANTOM SHARES
 AssumptionsDeferred Stock Election:
    
    50% of Eligible FeesAnnual Cash Retainer Fee:
    
    $25,000FMV of stock on first business day of Plan Year:
    
    $25.00Effective Date of Grant:
    
    First business day of Plan Year
 Exchange Calculation
 Fee x Exchange Election %
 $25,000 x 50%
 $12,500




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EXHIBIT D
BENEFICIARY ELECTION FORM
 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF
ADC TELECOMMUNICATIONS, INC.
 I.      DIRECTOR INFORMATIONLast Name
    
    First
    
    MI (if applicable)Mailing Address (If you have an address change, contact your Human Resources Department)City
    
    Province (if applicable) Country
    
    Postal CodeII.      BENEFICIARY DESIGNATIONIn accordance with the provisions of the Plan, I hereby designate any and all deferral amounts payable under the Plan
by reason of my death to the following beneficiary(ies). Further, I understand that should my primary
beneficiary(ies) precede me in death, my contingent beneficiary(ies) will become the primary beneficiary(ies) of my
Plan account and any accumulated contributions. I understand that this beneficiary designation revokes any previous
designation(s). I understand that in the event any persons designated below survive me, any and all death benefits
payable will be distributed in accordance with the provisions of the Plan. I also reserve the right to change this
designation at any time by completing a new Beneficiary Election Form.
  Relationship
    
    
    
    Percent of BenefitName
    
    (Date of Birth)
    
    Address & Phone Number
    
    (Total = 100%)
  Relationship (Date
    
    
    
    Percent of BenefitName
    
    of Birth)
    
    Address & Phone Number
    
    (Total = 100%)III.      SIGNATURESignature
    
    
    
    Date