ADC Telecommunications (ADCT)

ADC TELECOMMUNICATIONS, INC.

Exhibit
No.

Description

Agreement and Plan of Merger, dated July 21, 2005, by and among ADC Telecommunications, Inc., Falcon Venture Corp., Fiber Optic Network Solutions Corp. and Michael J. Noonan. (Incorporated by reference to Exhibit 2.1 of ADC’s Current Report on Form 8-K filed on July 21, 2005.)

2-a

2-b

Amendment, dated August 16, 2005, to Agreement and Plan of Merger, dated July 21, 2005, by and among ADC Telecommunications, Inc., Falcon Venture Corp., Fiber Optic Network Solutions Corp. and Michael J. Noonan. (Incorporated by reference to Exhibit 2.1 of ADC’s Current Report on Form 8-K filed on August 18, 2005.)

3-a

Restated Articles of Incorporation of ADC Telecommunications, Inc., conformed to incorporate amendments dated January 20, 2000, June 30, 2000, August 13, 2001, March 2, 2004 and May 9, 2005.

3-b

Restated Bylaws of ADC Telecommunications, Inc., as amended effective May 10, 2005.  (Incorporated by reference to Exhibit 3-f to ADC’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2005.)

4-a

Form of certificate for shares of common stock of ADC Telecommunications, Inc.  (Incorporated by reference to Exhibit 4-a to ADC’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2005.)

4-b

Rights Agreement, as amended and restated July 30, 2003, between ADC Telecommunications, Inc. and Computershare Investor Services, LLC as Rights Agent (Incorporated by reference to Exhibit 4-b to ADC’s Form 8-A/A filed on July 31, 2003)

4-c

Indenture dated as of June 4, 2003 between ADC Telecommunications, Inc. and U.S. Bank National Association (Incorporated by reference to Exhibit 4-g of ADC’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2003).

4-d

Registration Rights Agreement dated as of June 4, 2003 between ADC Telecommunications, Inc. and Banc of America Securities LLC, Credit Suisse First Boston LLC and Merrill Lynch Pierce Fenner & Smith Incorporated as representatives of the Initial Purchase of ADC’s 1% Convertible Subordinated Notes due 2008 and Floating Rate Convertible Subordinated Notes due 2013 (Incorporated by reference to Exhibit 4-h to ADC’s Quarterly Report on Form 10-Q for quarter ended July 31, 2003).

10-a

ADC Telecommunications, Inc. Global Stock Incentive Plan, as amended and restated through May 10, 2005

10-b

ADC Telecommunications, Inc. Executive Stock Ownership Plan for Section 16 Officers effective as of January 1, 2004 (amended as of May 10, 2005)

10-c

Voting Agreement, dated July 21, 2005, by and among ADC Telecommunications, Inc. and the Shareholders of Fiber Optic Network Solutions Corp. listed on the signature page to the Voting Agreement.  (Incorporated by reference to Exhibit 10.1 to ADC’s Current Report on Form 8-K filed on July 25, 2005.)

31-a

Certification of principal executive officer required by Exchange Act Rule 13a-14(a)

31-b

Certification of principal financial officer required by Exchange Act Rule 13a-14(a)

32

Certifications furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99

Risk Factors

Exhibit A—Form of Voting Agreement

Exhibit B—Articles of Merger

Exhibit C—Form of Escrow Agreement