0001047469-03-001075 Sample Contracts

ADC TELECOMMUNICATIONS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 10th, 2003 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Minnesota

THIS AGREEMENT is made as of the 31st day of October, 2002, by and between ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), and Jay T. Hilbert ("Participant").

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Amendment No. 1 to Employment Agreement
Employment Agreement • January 10th, 2003 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Minnesota

AGREEMENT by and between ADC Telecommunications, Inc., a Minnesota corporation ("ADC" or the "Company"), and Richard R. Roscitt (the "Executive"), dated effective as of November 27, 2002.

SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • January 10th, 2003 • Adc Telecommunications Inc • Telephone & telegraph apparatus

THIS SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT, dated as of July 31, 2002 (this "Amendment"), amends the Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation ("ADC" or "Lessee"), as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants (the "Agent Lessor"); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the "First Amendment"), (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the "Second Amendment"), (C) the Third Amendment to the Participation Agreement and Lease, dated as of October 31, 2001 (the "Third Amendment"), (D) the Fourth Amendment to the Participation Agreement and Lease, dated as of December 11, 2001 (the "Fourth Amen

EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT AND OTHER OPERATIVE DOCUMENTS
Participation Agreement and Other Operative Documents • January 10th, 2003 • Adc Telecommunications Inc • Telephone & telegraph apparatus

THIS EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT AND OTHER OPERATIVE DOCUMENTS, dated as of October 29, 2002 (this "Amendment"), amends the (i) Participation Agreement, dated as of October 22, 1999, by and among ADC Telecommunications, Inc., a Minnesota corporation ("ADC" or "Lessee"), as Lessee; Lease Plan North America, Inc., not in its individual capacity, except as expressly stated therein, but solely as Agent Lessor for the Participants (the "Agent Lessor"); the Persons named on Schedule I thereto, as Participants; and ABN AMRO Bank N.V., as Administrative Agent, as amended by (A) the First Amendment to Participation Agreement, dated as of January 29, 2001 (the "First Amendment"), (B) the Second Amendment to Participation Agreement, dated as of August 24, 2001 (the "Second Amendment"), (C) the Third Amendment to the Participation Agreement and Lease, dated as of October 31, 2001 (the "Third Amendment"), (D) the Fourth Amendment to the Participation Agreement and Lease, dated as of

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