FIRST AMENDMENT
                                       TO
                                    AGREEMENT


     This First Amendment (this "First Amendment"), dated as of this 30th day of
June,  1999,  amends that certain  Agreement  dated as of June 19, 1999,  by and
among ADC  Telecommunications,  Inc. ("ADC") and Saville Systems PLC ("Saville")
(the  "Agreement"),  which Agreement  provides for the acquisition of Saville by
ADC in accordance with the terms and conditions set forth therein.

     WHEREAS,  for the  avoidance  of  doubt,  the  parties  desire to amend the
Agreement  to clarify an agreed  condition  thereof and to confirm the  parties'
understandings with respect to the matter set forth in this First Amendment; and

     WHEREAS,  this First  Amendment is being made by the parties in furtherance
of their  mutual  desire to  consummate  the  transactions  contemplated  by the
Agreement.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   Section  7.2(g) of the Agreement is hereby  amended in its entirety to
          read as follows:

     "(g) Pooling Letters. Buyer and the Company shall have received the letters
          described in the third Recital to this Agreement from  Pricewaterhouse
          Coopers LLP and Arthur  Andersen LLP and such  letters  shall not have
          been  withdrawn,  modified or qualified in any material  respect as of
          the Effective  Time, as certified by  Pricewaterhouse  Coopers LLP and
          Arthur  Andersen LLP,  respectively,  in a writing  addressed to their
          respective  addressees  and dated as of the Effective  Date, and Buyer
          shall have received the letter of Arthur  Andersen  LLP,  addressed to
          Buyer and dated as of the Effective Date, stating that, in reliance on
          the  letter  and the  certification  of  Pricewaterhouse  Coopers  LLP
          described  in this  paragraph  (g) and based on its  familiarity  with
          Buyer,  the  Acquisition   will  qualify  as  a   pooling-of-interests
          transaction under Opinion 16."

     2.   Any  capitalized  term used herein and not  otherwise  defined  herein
          shall have the meaning given to such term in the Agreement.

     3.   This First  Amendment  constitutes  an amendment  of the  Agreement in
          conformity  with  and  pursuant  to the  terms of  Section  9.6 of the
          Agreement.  Except as expressly amended herein, all terms set forth in
          the Agreement shall continue in full force and effect.

     4.   The  operative  terms of this First  Amendment  may be inserted into a
          First  Amended and Restated  Agreement by the parties and shall have a
          date as of the day and year first set forth herein.

     5.   The  internal  law,  and not the law of  conflicts,  of the  State  of
          Minnesota  will  govern all  questions  concerning  the  construction,
          validity  and   interpretation   of  this  First   Amendment  and  the
          performance of the obligations imposed by this First Amendment.


     IN WITNESS  WHEREOF,  the parties have executed this First  Amendment as of
the day and year first above written.


ADC TELECOMMUNICATIONS, INC.               SAVILLE SYSTEMS PLC

By  /s/Robert E. Switz                By /s/John J. Boyle, III
  -------------------------             ----------------------------
    Robert E. Switz                       John J. Boyle, III
    Senior Vice President and             Chairman of the Board and
    Chief Financial Officer               Chief Executive Officer