COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS  OF ADC TELECOMMUNICATIONS, INC.  RESTATED AS OF MARCH 1, 2002

1.    Purpose



2.    Effective Date



3.    Eligibility



4.    Compensation Covered by the Plan





5.    Election to Defer



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6.    Plan Year



7.    Deferred Cash Election



a.Funding of the Deferral Account



b.Timing of Distributions



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c.Manner of Distribution



d.Amendments to Timing or Form of Distribution



8.    Deferred Stock Election

a.Exchange Election



b.Terms and Vesting of Phantom Shares



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c.Distribution of Phantom Shares



9.    Option Exchange Election

a.Exchange Election



b.Effective Date of Stock Option Grant



c.Terms and Vesting of Options



d.Stock Option Issuance



10.  General Provisions

a.Distribution in Event of Death



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b.Distribution in Event of Change of Control



c.Administration of the Plan



d.Amendment or Termination



e.Cautionary Statement



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EXHIBIT A    DEFERRAL ELECTION FORM

I,
the undersigned, a Director of ADC Telecommunications, Inc., am making the following elections for the deferral of any Eligible Fees I may receive, as described in the Compensation Plan for
Nonemployee Directors of ADC Telecommunications, Inc. (restated as of March 1, 2002).

I
elect to defer the Eligible Fees for the Plan Year commencingAPRIL 1, 2002(specify dollar amount or percent of Eligible Fees):

Deferred Cash Election

Deferred Stock Election

Option Exchange ElectionAnnual Retainer

N/ACommittee Chair Retainer

N/AMeeting Attendance Fees

N/A

N/A

N/A


If
you are making aninitialDeferred Cash Election, please specify the timing and manner for distribution of your Deferred Account:

I
elect to begin receiving deferred cash compensation on:

Specified
Date

Specified
Event

I
elect to receive deferred cash compensation in the following manner:

o    Lump
Sum

o    Equal
Quarterly Installments for  number of years.

o    Equal
Quarterly Installments of  dollars.

o    Other
Manner

I
understand that any election I make to defer Eligible Fees will be covered by the terms of the Compensation Plan for Nonemployee Directors of ADC Telecommunications, Inc. (restated as of
March 1, 2002), a copy of which I have received.

|Date |  | By           |  | 
|---- |  | ------------ |  | 
|     |  | (Print Name)

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EXHIBIT B    DISTRIBUTION AMENDMENT FORM

I,
the undersigned, a Director of ADC Telecommunications, Inc., hereby amend the distribution plan for the balance in my Deferred Account maintained pursuant to the Compensation Plan for
Nonemployee Directors of ADC Telecommunications, Inc. (restated as of March 1, 2002), as follows:

I
elect to begin receiving deferred cash compensation on:

Specified
Date

Specified
Event

I
elect to receive deferred cash compensation in the following manner:

o    Lump
Sum

o    Equal
Quarterly Installments for  number of years.

o    Equal
Quarterly Installments of  dollars.

o    Other
Manner

I
understand that this amendment is only effective if my distributions commence on or after the first day of the second Plan Year after the Plan Year during which this amendment is filed.

|Date |  | By           |  | 
|---- |  | ------------ |  | 
|     |  | (Print Name)

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EXHIBIT C    DEFERRED STOCK EXAMPLEPHANTOM SHARES

Assumptions

|Deferred Stock Election:                         |  | 50% of Eligible Fees           
|------------------------------------------------ |  | -------------------------------
|Annual Cash Retainer Fee:                        |  | $25,000                        
|FMV of stock on first business day of Plan Year: |  | $5.00                          
|Effective Date of Grant:                         |  | First business day of Plan Year

Exchange Calculation(Number of Phantom Shares awarded)

| |  | Fee × Exchange Election %    =
FMV per share on Effective Date
| |  | --------------------------------------------------------------
| |  | $25,000 × 50%    =
    $5.00                                  
| |  | $12,500    =    2,500 Phantom Shares
  $5.00                  

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EXHIBIT D    EXCHANGE EXAMPLESTOCK OPTIONS

Assumptions

|Option Exchange Election:                        |  | 50% of Eligible Fees           
|------------------------------------------------ |  | -------------------------------
|Annual Cash Retainer Fee:                        |  | $25,000                        
|FMV of stock on first business day of Plan Year: |  | $5.00                          
|Effective Date of Grant:                         |  | First business day of Plan Year

Exchange Calculation(Number of option shares awarded)

| |  | Fee × Exchange Election % × 4.5    =
FMV per share on Effective Date
| |  | --------------------------------------------------------------------
| |  | $25,000 × 50% × 4.5    =
            $5.00                          
| |  | $56,250    =    11,250 option shares
  $5.00                        

Exercise Price of Options:    $5.00 (FMV on grant date)

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EXHIBIT E  BENEFICIARY ELECTION FORM    COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS OF  ADC TELECOMMUNICATIONS, INC.



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I.    DIRECTOR INFORMATION

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|Last Name | First | MI (if applicable)
|--------- | ----- | ------------------

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Mailing Address(If you have an address change, contact your Human Resources
Department)

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|City | Province (if applicable) Country | Postal Code
|---- | -------------------------------- | -----------

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II.    BENEFICIARY DESIGNATION

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In
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.

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PRIMARY BENEFICIARY(IES)

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|Name | Relationship
(Date of Birth) | Address & Phone Number | Percent Of Benefit
(Total = 100%)
|---- | ---------------------------- | ---------------------- | ---------------------------------

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CONTINGENT BENEFICIARY(IES)

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|Name | Relationship
(Date of Birth) | Address & Phone Number | Percent Of Benefit
(Total = 100%)
|---- | ---------------------------- | ---------------------- | ---------------------------------

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III.    SIGNATURE

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|Signature | Date
|--------- | ----

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