0000912057-01-006934 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • February 28th, 2001 • Adc Telecommunications Inc • Telephone & telegraph apparatus

Amendment No. 2 to Rights Agreement dated as of November 15, 2000 (this "Amendment") to Second Amended and Restated Rights Agreement dated as of November 28, 1995, as amended by the Amendment to Rights Agreement dated as of October 6, 1999 (the "Rights Agreement"), among ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.), a national banking association ("Wells Fargo"), and Computershare Investor Services, LLC, a Delaware limited liability company ("Computershare").

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