Pension Excess Plan

Exhibit 10-bb - -------------


ADC TELECOMMUNICATIONS, INC.
PENSION EXCESS PLAN
(1989 Restatement)


First Effective January 1, 1985
As Amended and Restated Effective January1, 1989


AND


As Amended By


The FIRST AMENDMENT Adopted March 12, 1996
But Effective November 1, 1995


ADC TELECOMMUNICATIONS, INC.
PENSION EXCESS PLAN
(1989 Restatement)


WHEREAS, ADC TELECOMMUNICATIONS, INC., a Minnesota corporation (hereinafter sometimes referred to as the "Employer") and certain subsidiaries of the Employer have heretofore adopted and currently maintain a defined benefit pension plan known as the ADC Telecommunications, Inc. Pension Plan (hereinafter the "Pension Plan") for the purpose of developing retirement benefits for employees; and


WHEREAS, The Pension Plan is subject to the Employee Retirement Income Security Act of 1974, as amended (hereinafter "ERISA") and is intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (hereinafter the "Code"); and


WHEREAS, By operation of section 401(a) of the Code, benefits which may be paid under the Pension Plan are restricted so that they do not exceed certain maximum limitations established under section 415 of the Code; and


WHEREAS, For benefits accruing under the Pension Plan during plan years beginning after December 31, 1988, the maximum amount of annual compensation which may be taken into account for any employee may not exceed a fixed dollar amount which is established under section 401(a)(17) of the Code; and


WHEREAS, ERISA authorizes the establishment of an unfunded, nonqualified plan of deferred compensation maintained by an employer solely for the purpose of providing benefits for employees which are in excess of the limitations on benefits and allocations imposed on qualified plans by section 415 of the Code; and


WHEREAS, ERISA also authorizes the establishment of an unfunded, nonqualified plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees; and


WHEREAS, Effective November 1, 1978, the Employer did establish a nonqualified plan known as the Magnetic Controls Company Deferred Compensation Plan (the "Deferred Compensation Plan") and is in the process of amending and restating the same effective January1, 1989, in a document known as the ADC Telecommunications, Inc. Deferred Compensation Plan (1989 Restatement); and


WHEREAS, Effective September 1, 1990, the Employer did establish a nonqualified plan known as the ADC Telecommunications, Inc. 401(k) Excess Plan (the "401(k) Excess Plan"); and


WHEREAS, The deferral of income under the Deferred Compensation Plan and the 401(k) Excess Plan reduces the benefits payable under the Pension Plan; and


WHEREAS, The Employer may establish additional plans to defer compensation (including but not limited to the "Executive Incentive Exchange Plan") which also would reduce the benefits payable under the Pension Plan (any such plan or plans, together with the Deferred Compensation Plan and the 401(k) Excess Plan, shall collectively be referred to as the "Other Plans"); and


WHEREAS, It is in the interest of the Employer to provide the full benefits promised to certain employees under the Pension Plan without regard to the limitations on benefits and


allocations imposed by section 415 of the Code, the compensation limitation imposed by section 401(a)(17) of the Code, and the deferral of income under the Other Plans, and that an unfunded nonqualified deferred compensation plan be maintained for this and other purposes; and


WHEREAS, Effective January 1, 1985, the Employer did establish a nonqualified, unfunded plan known as the Magnetic Controls Company Excess Benefits Plan to provide benefits in excess of the limitations imposed by section 415 of the Code; and


WHEREAS, The Employer has reserved to itself the power to amend such plan;


NOW THEREFORE, The Employer does hereby amend the previously established Magnetic Controls Company Excess Benefits Plan and restate it to incorporate features of an unfunded, nonqualified deferred compensation plan, the terms and conditions of which are as follows:


1. Plan Name. This plan shall be referred to as the ADC TELECOMMUNICATIONS, INC. PENSION EXCESS PLAN (1989 Restatement) (hereinafter the "Plan").


2. Participants.


2.1. General Rules. The individuals eligible to participate in and receive benefits under the Plan (the "Participants") are those employees of the Employer and its subsidiaries who, on or after January1, 1985:


(a) are participating employees in the Pension Plan; and


(b) are actively employed by the Employer or one of its subsidiaries;
and


(c) are approved for participation in this Plan by the Board of
Directors of the Employer (the "Board of Directors").


2.2. Specific Exclusions. Notwithstanding anything apparently to the contrary in this Plan or in any written communication, summary, resolution or document or oral communication, no person shall be a Participant in this Plan, develop benefits under this Plan or be entitled to receive benefits under this Plan (either for such person or such person's survivors) unless such person is a member of a select group of management or highly compensated employees (as that expression is used in ERISA). If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that a person is not a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such person shall not be (and shall not have ever been) a Participant in this Plan at any time. If any person not so defined has been erroneously treated as a Participant in this Plan, upon discovery of such error such person's erroneous participation shall immediately terminate ab initio and upon demand such person shall be obligated to reimburse ADC Telecommunications, Inc. for all amounts erroneously paid to such person.


3. Benefit for Participants.


3.1. Amount. This Plan shall pay to each Participant the excess, if any,
of:


(a) the amount that would have been payable under the Pension Plan to the
Participant if such benefit had been determined without regard to the
benefit limitations under section 415 of the Code, the compensation
limitation of section 401(a)(17) of the Code, and the deferral of
income under the Other Plans, over


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(b) the amount actually paid from the Pension Plan.


For the purpose of this Section3.1, the benefit is expressed as a single life annuity as that term is defined under the Pension Plan as if benefits had commenced under the Pension Plan as of the first day of the calendar month following the Participant's termination of employment.


3.2. Form of Distribution. This benefit shall be, in all cases, converted to an actuarially equivalent single lump sum on the first day of the calendar month following the Participant's Termination of Employment (the "Lump Sum Amount"). The payments (minus all withholding and payroll taxes which must be deducted therefrom) shall be paid or commenced from the general assets of the Employer to the Participant. Such payment shall be in full and complete discharge of all benefits payable to, or with respect to the Participant under this Plan including, but not limited to, all survivor benefits and all optional forms of benefit to which the Participant or spouse might otherwise have been entitled. The consent of a spouse, joint annuitant or beneficiary shall not be required before making the annual installment or single lump sum payment herein described. Actuarially equivalent value shall be calculated by reference to the interest and mortality factors in effect under the Pension Plan at the time the benefit is payable. Distribution of the Participant's benefit shall be made to the Participant or the Beneficiary entitled to receive the distribution in accordance with the following rules.


3.2.1. Form of Distribution. Distribution of benefits accrued on or
after April1, 1996, shall be made in whichever of the following forms the
Participant shall have designated in writing at the time required by the
Employer (to the extent that such election is consistent with the rules of
this Plan Statement). The Employer shall unilaterally designate the form
of distribution of all benefits accrued prior to April 1, 1996.


(a) Term Certain Installments to Participant. If the Distributee is a
Participant who has elected distribution in a series of annual
installments payable over ten (10) years and the actuarially
equivalent single lump sum value of the benefit at the Termination of
Employment is at least One Hundred Thousand Dollars ($100,000),
distribution shall be made in a series of annual installments payable
over ten (10) years.


(b) Term Certain Installments to Beneficiary. If the Distributee is the
Beneficiary of a Participant who has elected distribution in a series
of annual installments payable over ten (10) years and died after
termination of employment but before distribution commenced and the
actuarially equivalent single lump sum value of the benefit at death
is at least One Hundred Thousand Dollars ($100,000), distribution
shall be made in a series of annual installments payable over ten (10)
years.


(c) Continued Term Certain Installments to Beneficiary. If the
Distributee is a Beneficiary of a deceased Participant and
distribution had commenced to the deceased Participant before his or
her death over a ten (10) year period


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as specified in paragraph (a) above, in a series of annual
installments payable over the remainder of the ten (10) year period.


(d) Lump Sum. To the extent that the Distributee is either a Participant
or a Beneficiary of a deceased Participant and none of the foregoing
rules are applicable, in a single lump sum payment.


3.2.2. Installment Amounts. If the Distributee's benefit will be
distributed in the form of a series of annual installments payable over ten
(10) years, a bookkeeping account ("Account") will be created for the
purpose of paying the benefit to the Distributee. The initial value of the
Account shall equal the Distributee's Lump Sum Amount. The amount of the
annual installments shall be determined by dividing the amount of the
Distributee's Account as of the December31 as of which the installment is
being paid by the number of remaining installment payments to be made
(including the payment being determined).


(a) Valuation and Adjustment of Accounts. Each Distributee's Account
shall be valued as of the last day of each calendar month (the
"Valuation Date"). As of each Valuation Date, the value of each
Account determined as of the immediately preceding Valuation Date (the
"Initial Account Value") shall be increased (or decreased) by the
following adjustment made in the following sequence:


(i) The Initial Account Value shall be increased by an amount equal
to the balance of the Account as of the preceding Valuation Date
multiplied by the Interest Rate and multiplied by a fraction, the
numerator of which is one (1) and the denominator of which is
twelve (12); and


(ii) The Initial Account Value (as adjusted above) shall be reduced by
the total amount distributed in fact to (or with respect to) the
Participant from such Account as of the current Valuation Date.


(b) Interest Rate. For purposes of this Section 3.2, the "Interest Rate"
shall mean the rate of interest charged on the Valuation Date for
which interest is being credited by Norwest Bank Minnesota, N.A., and
in effect on that Valuation Date to its most credit-worthy corporate
customers on loans of not more than ninety (90) days duration which
are unsecured (that is, the so called prime rate of interest).


3.2.3. Default. If for any reason a Participant shall have failed to
make a timely written designation of form for distribution (including
reasons entirely beyond the control of the Participant), the distribution
shall be made in a single lump sum. No spouse, former spouse, Beneficiary
or other person shall have any right to participate in the Participant's
selection of a form of benefit.


3.3. Time. Any lump sum payment shall be made as of the first day of the calendar month following the Participant's termination of employment and actual payment shall be made as soon as administratively feasible thereafter. Any annual installment payments shall be commenced as of the December 31 coincident with or next following the Participant's termination of employment and actual payment shall be commenced as soon as administratively feasible thereafter. In the event of the Participant's death before actual payment of a lump sum distribution is made, payment shall be made to the Participant's estate. In the event of the Participant's death before actual payment of an annual installment distribution is commenced, payment shall be made to the Participant's designated beneficiary. If the Employer determines that delaying the time the initial payments are made or commenced would increase the probability that such payments would be fully deductible for federal or state income tax purposes, for example because such payments would result in over one million dollars ($1,000,000) of compensation for the taxable year with respect to the


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Participant under section 162(m) of the Code, the Employer may unilaterally delay the time of the making or commencement of payment for up to twenty-four (24) months after the date such initial payment would otherwise be payable.


3.4. Designation of Beneficiaries for Installment Payments. This section 3.4 applies only to Participants who are entitled to receive a distribution in the form of annual installments and who has elected to receive distribution of the Participant's benefit in the form of annual installments.


3.4.1. Right To Designate. Each Participant may designate, upon
forms to be furnished by and filed with the Employer, one or more primary
Beneficiaries or alternative Beneficiaries to receive all or a specified
part of such Participant's account in the event of such Participant's
death. The Participant may change or revoke any such designation from time
to time without notice to ...