ADC TELECOMMUNICATIONS, INC.  NONQUALIFIED STOCK OPTION AGREEMENT

|Optionee: |  | «First_Name» |  | «MI» |  | «Last_Name» |  | Option Number: |  | «Option_»
|--------- |  | ------------ |  | ---- |  | ----------- |  | -------------- |  | ---------
|ID:       |  | «ID»         |  |      |  |             |  | Plan:          |  | «Plan»   

This
Nonqualified Stock Option Agreement (the "Agreement") is entered into effective «Effective_Date» (the "Grant Date") by and between ADC
Telecommunications, Inc., a Minnesota corporation, (the "Company"), and the above-identified Optionee pursuant to the Company's Global Stock Incentive Plan (the "Plan").

Effective
the date written above, the Optionee has been granted an option (the "Option") to purchase all or any part of an aggregate of «shares_granted» shares of
common stock, par value US$.20 per share, of the Company (the "Common Stock") at the price of US$ «Price» per share subject to the terms and conditions set forth herein and in
the Plan and Exhibit A to this Agreement. This Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").

The
total aggregate purchase price for all of the shares purchasable under this Option is US$ «Total option price»

Subject
to the terms and conditions of this Agreement, Exhibit A to this Agreement and the Plan, this Option shall in all events terminate ten (10) years after the date of
grant. The shares subject to this Option shall vest and may be exercised by the Optionee as follows in cumulative installments in accordance with the following schedule:

No. of Shares

Vesting Date *

Expiration Date *«Shares_1»

«Vest_Dt_1»

«Exp_Dt_1»«Shares_2»

«Vest_Dt_2»

«Exp_Dt_2»«Shares_3»

«Vest_Dt_3»

«Exp_Dt_3»«Shares_4»

«Vest_Dt_4»

«Exp_Dt_4»«Shares_5»

«Vest_Dt_5»

«Exp_Dt_5»«Shares_6»

«Vest_Dt_6»

«Exp_Dt_6»«Shares_7»

«Vest_Dt_7»

«Exp_Dt_7»«Shares_8»

«Vest_Dt_8»

«Exp_Dt_8»«Shares_9»

«Vest_Dt_9»

«Exp_Dt_9»


Notwithstanding
the vesting schedule set forth above, all unvested shares subject to the Option will vest immediately on the applicable "Measurement Date" that the "Average Closing
Price" of the Company's Common Stock is greater than $10.93 per share (as adjusted for stock splits, stock dividends, recapitalizations and like events), all as determined by the Company. The Average
Closing Price shall be calculated as the arithmetic mean of the daily closing prices of Company's Common Stock as reported on the NASDAQ National Market System during the ninety (90) calendar
day period ending on each Measurement Date. The initial Measurement Date shall be November 1, 2002, and each successive Measurement Date shall be each day thereafter.

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By
Optionee's signature and the Company's signature below, Optionee and the Company agree that these options are granted under and governed by the terms and conditions of this Agreement,
Exhibit A to this Agreement, and the Plan. Each of these documents and a Prospectus related to shares covered by the Plan have been provided to Optionee. Optionee also acknowledges that
Section 7 of Exhibit A to this Agreement contains an agreement on the part of the Optionee not to solicit employees of the Company on behalf of any other employer.

Optionee
acknowledges that this Option is subject to the ongoing discretionary authority of the Company to determine: (i) the permissible manner of exercise of the Option;
(ii) the permissible timing of exercise of the Option; and (iii) any other restrictions that the Company deems necessary and advisable, including but not limited to restrictions
pertaining to applicable law. Optionee further acknowledges that in the event the Optionee chooses to effect a simultaneous exercise and sale of all or a portion of the shares that are subject to this
Option, neither the Company nor its third party stock option administrator will guarantee any particular market price for the sale of the shares, nor shall the Company or its third party administrator
be responsible for any failure to obtain any particular market price due to delays in the exercise of this Option or any other reason.

The
Optionee acknowledges and agrees that related personal data, to the extent necessary for the administration and implementation of the option grant, must and may be stored, used and
processed by or transmitted within ADC and to ADC's third party administrators. By Optionee's signature below, Optionee hereby consents to the collection, transfer, storage, processing and use of
personal data, for the above described purposes.

THE OPTIONEE MUST PROMPTLY SIGN AND RETURN THIS AGREEMENT TO THE COMPANY AT THE ADDRESS LISTED BELOW. IF THIS AGREEMENT IS NOT SIGNED AND RETURNED WITHIN SIXTY
(60) DAYS FROM THE DATE OF MAILING THIS AGREEMENT, THIS OPTION SHALL BE VOID AND HAVE NO FORCE OR EFFECT.

|Agreement Return Address: |  | ADC Telecommunications, Inc.
Attn: HR-Stock Option Program, MS 56
P.O. Box 1101
Minneapolis, MN 55440-1101 U.S.A.
|------------------------- |  | -----------------------------------------------------------------------------------------------------------------

ADC
TELECOMMUNICATIONS, INC.

|                                                                         |      |      |             |  |  |  |                 
|------------------------------------------------------------------------ | ---- | ---- | ----------- |  |  |  | ----------------
|                                                                         |      |      |             |  |  |  | «Effective Date»
|Jeffrey D. Pflaum, Vice President, Corporate Secretary & General Counsel |      | Date
|OPTIONEE                                                                 |      |      |             |  |  | 
|                                                                         |      |     
|«First_Name»                                                             | «MI» |      | «Last_Name» |  |  |  | Date            
|Governmental ID#                                                         |      |      |             |  |  |  |                 
|                                                                         |      |      |            
|Home Address                                                             |      |      |             |  |  | 
|                                                                         |      |      |            
|                                                                         |      |      |            

(Please
contact your local Human Resources Representative for all changes of address or employment status)

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EXHIBIT A
TO THE
ADC TELECOMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

This Exhibit A is part of and incorporated by reference into the Nonqualified Stock Option Agreement issued by ADC Telecommunications, Inc. (the
"Company") pursuant to the Company's Global Stock Incentive Plan (the "Plan").

Unless
otherwise defined herein, capitalized terms shall have the meaning given such term in the Nonqualified Stock Option Agreement.

1.    Grant of Option

Refer to the individualized Nonqualified Stock Option Agreement (the "Agreement") between the Company and the Optionee for a description of the Option grant,
including the total number of shares of Common Stock covered by this Option, the purchase price per share, and the schedule for vesting. This Option is not intended to be an incentive stock option
within the meaning of Section 422 of the Code.

2.    Duration and Exercisability



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3.    Effect of Termination of Employment



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4.    Manner of Exercise



5.    Adjustments

If Optionee exercises all or any portion of the Option subsequent to any change in the number or character of the Common Stock (through stock dividend,
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase shares of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Common Stock such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or enlargement of the Option), Optionee shall then receive for the aggregate price paid by him or her on such exercise of the
Option, the number and type of securities or other consideration which he would have received if such Option had been exercised prior to the event changing the number or character of outstanding
shares.

6.    Income Tax Withholding

In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the
Option, and 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, if necessary, all
applicable federal or state payroll, withholding, income or other taxes are withheld or collected from Optionee. Optionee may elect to satisfy his or her

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federal and state income tax withholding obligations upon exercise of this Option by (i) remitting funds to the Company (by personal check, cashier's check, certified check, or the check of a
recognized stock broker) in the amount of federal and state income taxes required to be withheld on such exercise, in accordance with the rules of the Committee (the Company may, in its discretion,
require that such funds be remitted by certified check or cashier's check issued by an acceptable financial institution), or (ii) having the Company withhold a portion of the shares of Common
Stock otherwise to be delivered upon exercise of such Option having a fair market value equal to the amount of federal and state income taxes required to be withheld on such exercise, in accordance
with the rules of the Committee, or (iii) delivering to the Company shares of Common Stock other than the shares issuable upon exercise of such Option having a fair market value equal to such
taxes, in accordance with the rules of the Committee.

7.    Non-solicitation Agreement



8.    Miscellaneous



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