Exhibit 10-d



ADC The Broadband CompanyTM 



Management Incentive Plan Document
Fiscal
Year 2004 













MANAGEMENT
INCENTIVE PLAN DOCUMENT
Fiscal Year
2004




Plan Name and Effective
Date



The name of this Plan is the ADC
Telecommunications, Inc. Management Incentive Plan. The plan is effective from November
1, 2003 through October 31, 2004. 





Purpose



The purpose of the Plan is to
provide, with full regard to the protection of shareholder’s investments, a direct
financial incentive for eligible managers and individual contributors to make a
significant contribution to ADC’s established goals.




Eligibility



Eligibility for Fiscal Year 2004 is
limited to full or part-time regular employees in the U.S. and in such other countries
where ADC has specifically notified employees of eligibility for participation in the
Plan. Eligibility for participation in this Plan is limited to such employees who hold
executive, certain management and higher-level individual contributor positions.
Temporary employees and independent contractors are not eligible for participation in
this plan. In order to be eligible, an employee cannot participate in any other ADC
incentive plan, except as approved by the Compensation and Organization Committee of the
Board of Directors or the CEO, and must be employed in an eligible position on or before
October 1, 2004. 




Timing of
Payment



Payments that become due under this
Plan are made as soon as administratively feasible following the close of ADC's fiscal
year, generally in late December or early January. All payments are subject to
appropriate withholdings. 





Plan Goals



The Plan reinforces the key goals
that support ADC’s long-term strategic plans. The key factors in ADC’s FY 04
success are net sales and pro forma operating income. Cash management is also a key
factor and will be primarily driven through these two goals. 
These goals will be set at the ADC and business unit levels.




Following is a description of the
two plan components: 


	Plan Goal	Definition
	Net Sales	The amount ADC can recognize in accordance with GAAP for goods shipped or services
provided to third party customers, net of returns received.
	Pro Forma
Operating
Income	Net sales less the everyday expenses of doing business, including cost of incentive
payments. It does not take into account interest income, interest expense, or other income/loss or income tax. It also excludes restructuring and other
one-time expenses that are not reflective of the ongoing business.







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ADC/BU Goal
Weighting



Employees serving multiple business
units have 100% of their incentive plan based on ADC goals and results. Employees
dedicated to only one business unit have a portion of their incentive based on ADC
results and a portion on business unit results. Manufacturing and support employees
serving both the Connectivity and Wireless organizations, and no other organizations,
will have a business unit component based on the combined financials of Connectivity and
Wireless. The weightings for these situations are as follows: 



	Grade	ADC Wtg	BU Wtg
	Grade 19+	50%	50%
	Grades 15-18	30%	70%





For individual weighting, refer to
the Participant Form. 





Individual
Performance



The size of an incentive award is
affected by individual performance in addition to business performance. To recognize
this, an individual performance factor will be applied to the calculation of incentive
payments for 2004. The individual multiplier will be based on the performance ratings as
defined in the ADC perform performance management system and will be applied at the time
of payment as follows: 


	Rating
     	Individual Performance Adjustment

	1 (Top)	Business Performance x 1.25 or more
	2 (Middle)	Business Performance x .75 - 1.25
	3 (Bottom)	Business Performance x .5 - .75






The use of the individual
multipliers will not change the total amount that the business unit would have paid to
all employees if no individual multipliers were used. 




Minimum ADC
Performance Payment Requirement



To ensure protection of shareholder
interest, a minimum level of ADC pro forma operating income must be achieved before an
incentive payment can be generated. Specific goals in this respect are contained in the
Participant Form. 





Calculation of
Payment



Prior to making any payment under
this Plan, the Board of Directors must determine that the claimed business performance
levels have been achieved. The Board of Directors has complete authority and discretion
to determine whether performance levels have been achieved, including without limitation
the authority and discretion to properly calculate pro forma operating income. The size
of an incentive award will be based on four factors: 



	 	1.	Target Incentive Opportunity – Determined on the basis of the ADC salary grade associated
with an individual’s job and country of work. It is expressed as a percentage of an
individual’s FY 2004 eligible base salary earnings.






	 	2.	FY2004 Eligible Base Salary Earnings. This is the amount actually paid to the participant during
the fiscal year in Base Salary. Base Salary for purposes of this Plan includes paid time
off (such as vacation, sick pay or PTO), and excludes any salary continuation pay paid
through ADC payroll and any disability insurance paid by an insurer.







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	 	3.	Business
Performance against the established goals.






	 	4.	Individual Performance
Multiplier as explained below. 






While each goal has a threshold of
0% of target incentive opportunity, the minimum individual payment is a total payment of
10% of an employee’s target. If incentives earned for all goals total less than 10%
of target, no payout will be made. The maximum award attributable to each ADC and
business unit performance factor is 300% of its target. The maximum total award is 300%
of the target payout, as calculated after the individual performance multiplier is
included. At target business performance and Level 2 individual performance with a
performance multiplier of 1, the total award would be 100% of the stated target percent
of Base Salary Earnings. The actual individual performance multipliers will vary. 



This can be expressed as follows: 




	Threshold
     	Target
     	Maximum

	10% of Target Incentive
Opportunity	100% of Target Incentive
Opportunity	300% of Target Incentive
Opportunity





There are specific goals
established for 0%, 50%, 100%, 200%, and 300% of target as indicated on the applicable
Participant Form. Results between these specific points are interpolated for each goal. 



Here is an example of a hypothetical award
calculation. Refer to the Participant Form for the performance factors and weightings
that apply. 



Assume a Business Unit Plan
participant with the following facts: 


		
	Target Opportunity:	15% of base salary earnings
	Base Salary Earnings:	70,000
	Performance Rating:	Level 2 with a performance
multiplier of .95 applied
	ADC Pro Forma Operating Income:	Minimum level of pro forma operating income achieved
	Business Performance Percentages	Hypothetical ADC and BU results shown in the following table






	Metrics	Measure Weighting	Performance	Wtd. Perf.
	ADC Level Metrics

   ADC Net Sales
   Pro Forma Operating Income	
50%
50%	
107%
95%	
53.5%
47.5%
101.0%
	Business Unit Level Metrics
   Net Sales

   Pro Forma Operating Income	
50%
50%	
110%
95%	
55.0%
47.5%
102.5%
	Overall Weighted Performance
   ADC Metrics

   Business Unit Metrics	
30%
70%	
101
102.5%	
30.3%
71.8%
102.1%
	Payment Calculation:

70,000 (base salary) * 15% (incentive target) * 102.1% (business performance) * .95 (individual performance
factor)= 10,184





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Effect of
Change in Employment Status



Termination of
Employment. If employment with ADC is terminated for any reason other than
death and if the Employment Termination Date occurs prior to the end of the
Fiscal Year, a participant will not receive an award under the Plan. For
purposes of this Plan, the “Employment Termination Date” is the date
that the participant ceases to be an employee of ADC (as determined by the
company). In the case of termination of employment by ADC, the Employment
Termination Date shall be determined without regard to whether such termination
is with or without cause or with or without reasonable notice. 



Transfer, Promotion or
Demotion to another position with a different ADC incentive plan, target
incentive opportunity or business goals. A participant, who transfers, is
promoted or demoted to another position with a different plan, target incentive
opportunity or business goals will receive a prorated calculation of payment
based upon the number of months served in each position. The participant must be
in the new position by the first of the month in order to receive credit for
that month under the new plan, target or goals. For example, a participant
transferring from Systems Integration to Connectivity on June 10 would receive
eight months payment under the Systems Integration plan (November- end of June)
and four months under Connectivity (July-October). In order to receive payment
under MIP , a participant must have completed one full month of service under
the plan during that plan year. 



Death. If a
participant dies during the fiscal year, a pro-rated payment will be made to the
participant’s estate after the end of the fiscal year. The payment will be
based upon the time the participant served in the eligible position during the
fiscal year. 




Administration



A Management Incentive Plan
Committee (“Committee”), appointed and authorized by the Compensation
Committee of the Company’s Board of Directors, will administer this Plan.
Subject to the complete and full discretion of the Compensation Committee of the
Board of Directors, the Committee is authorized to make all decisions as
required in administration of the Plan and to exercise its discretion to define,
interpret, construe, apply, approve, administer, withdraw and make any
exceptions to the terms of the Plan. 




Right to Modify



ADC reserves the right to
modify or adjust the Plan at any time in its sole discretion either in whole or
with respect to a particular business unit. The Participant explicitly agrees
with this modification right of ADC. 




Governing Law



The Plan is made and shall
be construed in accordance with the laws of the State of Minnesota, U.S.A.
without regard to conflicts of law principles thereof, or those of any other
state of the U.S.A. or of any other country, province or city. 




Severability



If any provision of this
Plan is held invalid, illegal or unenforceable by a court or tribunal of a
competent jurisdiction, this Plan shall be deemed severable and such invalidity,
illegality or unenforceability shall not affect any other provision of this Plan
which shall be enforced in accordance with the intent of this Plan. 




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Assignment



The Company shall have the right to
assign this Plan to its successors and assigns and this Plan shall inure to  the benefit
of and be enforceable by said successors and assigns.  Participant may not assign this
Plan or any  rights hereunder. 





Entire
Understanding



This Plan constitutes the
entire understanding between the parties regarding the payment of incentive
compensation under this Plan, and it supercedes any and all prior agreements or
understandings, whether oral or written, express or implied, on such subject
matter. 




No Acquired
Rights or Entitlements/Plan Amendment or Termination



The Plan shall not entitle
Participants to any future compensation. The Plan is not an element of the
employees’ salary or base compensation and shall not be considered as part
of such in the event of severance, redundancy, or resignation. ADC has no
obligation to offer incentive plans to Participants in the future, and the plan
shall be effective only for the time period specified in the plan and shall not
be deemed to renew year over year. The Participant understands and accepts that
the incentive payments made under the Plan are entirely at the sole discretion
of ADC. Specifically, ADC assumes no obligation to the Participant under this
Plan with respect to any doctrine or principle of acquired rights or similar
concept. Subject to the provisions of the Plan, ADC may amend or terminate the
Plan or discontinue the payment of incentives under the Plan at any time, at its
sole discretion and without advance notice. 



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