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NOTICE TO U.S. TAX RESIDENTS:
  VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL BE A TAXABLE EVENT AND WILL RESULT IN THE
RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF THE SHARES
UNDERLYING THIS RESTRICTED STOCK UNIT AWARD THAT BECOME VESTED. ON SUCH DATE WHEN VESTING OCCURS
AND AS A CONDITION TO THE SHARES BEING RELEASED TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED
INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING FROM YOU BASED UPON SUCH FAIR MARKET VALUE.
 NOTICE TO NON-U.S. RESIDENTS:
  YOU MAY HAVE ADDITIONAL TERMS AND CONDITIONS FOR YOUR AWARD, WHICH ARE DESCRIBED IN EXHIBIT A TO
THIS AGREEMENT. IN ADDITION, IF YOU ARE A TAX RESIDENT OF A COUNTRY OUTSIDE THE U.S., YOUR TAX
CONSEQUENCES MAY BE DIFFERENT THAN DESCRIBED ABOVE. AS A CONDITION TO THE SHARES BEING RELEASED TO
YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING THAT
MAY BE DUE BY REASON OF THE GRANT OR VESTING OF THIS AWARD.
 ADC TELECOMMUNICATIONS, INC.
 THREE-YEAR TIME BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT
 TO:
    
    STOCK PROGRAM ID#:RSU#:
    
    SAP EMPLOYEE ID#:
   1. Grant Date:
 2. Number of Restricted Stock Units Subject to this Award:
 3. Vesting Schedule:
 4. Conversion of Restricted Stock Units and Issuance of Shares.




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5. Termination of Employment.
     6. Right to Shares.
 7. Tax Withholding.
   Direct Payment
 Share Withholding
 2




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8. Transfer of Award.
 9. Acceleration of Scheduled Vest Date/Portional Vesting
        3




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
    
    If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then the Award shall vest with respect to the
number of Shares equal to one-third of the Target Award Number (rounded down to the
nearest whole Share); and
    
    If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then the Award shall vest with respect to the number of Shares equal to
two-thirds of the Target Award Number (rounded down to the nearest whole Share).
   
    
    If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then the Award shall vest with respect to
one-third of the Shares you would have received on the Scheduled Vest Date in
accordance with Exhibit A if your employment with the Company had continued through
the Scheduled Vest Date (rounded down to the nearest whole Share); and
    
    If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then the Award shall vest with respect to two-thirds of the Shares you
would have received on the Scheduled Vest Date in accordance with Exhibit A if your
employment with the Company had continued through the Scheduled Vest Date (rounded
down to the nearest Share).
  4




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
    
    If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then the Award shall vest with respect to the
number of Shares equal to one-third of the Target Award Number (rounded down to the
nearest whole Share); and
    
    If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then the Award shall vest with respect to the number of the Shares equal
to two-thirds of the Target Award Number (rounded to the nearest whole Share).
  (1)
    
    Retirement shall mean the voluntary termination of your employment with your
Employer if (a) you are employed in a country on your Employment Termination Date that
on the Grant Date was not a member of the European Union and (i) you are at least 55
years old, and (ii) your age in years plus your years of service (as defined by the
Company in its sole discretion for the purposes of this Award) equals at least 65; or
(b) you are employed in a country on your Employment Termination Date that on the Grant
Date was a member of the European Union and you have at least 30 years of service (as
defined by the Company in its sole discretion for the purposes of this Award).(2)
    
    Divestiture shall mean the sale or transfer of the business that employs you
by the Company such that either (i) for any period of time immediately after the moment
the divestiture closes you are an Employee of such business but are no longer employed
by the Company or an Affiliate of the Company, or (ii) there has been an involuntary
termination of your employment with your employer both in connection with and prior to
the closing of the sale or transfer of such business; and(3)
    
    Competitor of the Company shall mean any person or entity who is, or is
actively planning to engage in, the design, manufacture, sale, distribution or
servicing of any products or services that are sold in competition with any of the
products or services of the Company and its Affiliates at any time while you are
employed by such person or entity.
 10. Further Acts.
 11. New, Substituted or Additional Securities.
 12. Severability.
 13. Governing Law.
 5




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14. Limitation on Rights; No Right to Future Grants; Extraordinary Item.
 15. Data Privacy Consent.
 6




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Very truly yours,ADC TELECOMMUNICATIONS, INC.Vice President and General Counsel
 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
 Express Mail
 E-mail:
    
    stockprograms@adc.comFacsimile:
    
    (952) 238-1525Telephone:
    
    (952) 917-0576(800) 366-3889 ext. 70576
 7