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                          ADC TELECOMMUNICATIONS, INC.
                        EXECUTIVE INCENTIVE EXCHANGE PLAN
                                FISCAL YEAR 1999


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                          ADC TELECOMMUNICATIONS, INC.
                        EXECUTIVE INCENTIVE EXCHANGE PLAN
                                FISCAL YEAR 1999

I.       PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company") Executive
Incentive Exchange Plan - Fiscal Year 1999 ("FY 1999"), effective November 1,
1998 through October 31, 1999.

II.      PURPOSE

The purpose of the Plan is to provide exceptional rewards for exceptional
performance of eligible executives, align executive rewards with shareholder
interests, and provide an incentive for retention.

III.     ADMINISTRATION

This Plan will be administered by the same Committee ("Committee") appointed and
authorized by the Company's Board of Directors to administer the Company's 1991
Stock Incentive Plan. 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, and make any exceptions to the terms of the Plan.

IV.      STOCK OPTION ISSUANCE

All stock options issued under this Plan will be granted under the Company's
1991 Stock Incentive Plan and/or its successor plans.

V.       ELIGIBILITY

The Committee will establish rules of eligibility for participation in the Plan
in accordance with the 1991 Stock Incentive Plan and determine eligibility in
accordance with those rules. Eligibility is limited to Corporate and Divisional
Vice Presidents who receive approval from the Chief Executive Officer for
participation in the Fiscal Year Plan. All Plan participants must also be
participants under the Company's Management Incentive Plan ("MIP"). No employee
will become a participant after November 1, 1998.

VI.      PLAN GOALS AND ACHIEVEMENT

All goals and objectives under this Plan shall be identical to the goals and
objectives stated in each participant's MIP. Total payouts are calculated in the
same fashion as payouts made under the applicable MIP.


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VII.     EXCHANGE ELECTION

Prior to the beginning of FY 1999, participants may irrevocably elect to
exchange up to 50% of their FY 1999 MIP award for options to purchase common
stock of the Company. Such elections may be made in 10% increments up to a
maximum of 50% of the cash MIP award. No exchange will be made if the portion
elected for exchange is less than One Hundred Dollars ($100.00).

VIII.    EXCHANGE DATE

Exchanges made under this Plan will be made as soon as administratively feasible
following the close of FY 1999 and as soon as MIP awards are approved.

IX.      EXCHANGE CALCULATION

The MIP award that will be used to calculate the exchange to options will be the
incentive amount eligible to be paid for the fiscal year excluding any amounts
allocated to bonus bank accounts as defined in the Management Incentive Plan.

The dollar amount of the MIP award elected to be exchanged will first be
multiplied by an exchange factor ("Factor") of six (6). This amount is then
divided by the Black-Scholes value of an option to purchase one share of ADC
common stock on the last day of FY 1998 to determine the number of option shares
to be received by the participant.

This Black-Scholes value will reflect the vesting characteristics of the options
to be granted under this Plan and other characteristics as appropriate, and as
such may differ from the Black-Scholes value applied for other options granted
under other Company plans. The final number of shares will be rounded down if
necessary to the nearest whole share.

This exchange causes payment of the MIP cash incentive amount exchanged to be
forfeited, except as described under Section XIV.

X.       NATURE OF OPTIONS TO BE GRANTED

All options granted under this Plan will be nonqualified stock options, that are
not "incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.

XI.      TERM AND VESTING OF OPTIONS

All options granted under this Plan will have a term and method of exercise as
determined by the Committee. The term will be 10 years from the date of grant.
Options will vest in three (3) equal annual installments, beginning one (1) year
after the grant date.


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XII.     EXERCISE PRICE OF OPTIONS

The exercise price of the stock options granted under this plan will be the Fair
Market Value of the Company's common stock on the last business day of the
fiscal year and be determined in accordance with the 1991 Stock Incentive Plan.

XIII.    STOCK OPTION GRANT DATE

The effective date of the stock options granted under the Plan will be the last
business day of the fiscal year.

XIV.     EFFECT OF CHANGE IN EMPLOYMENT STATUS ON CURRENT YEAR ELECTIONS 
         (CHANGES DURING THE PLAN YEAR)

A.       TERMINATION OF EMPLOYMENT. A participant who terminates employment
         prior to the end of FY 1999 will relinquish all rights to the grant of
         any stock option under this plan and will forfeit the MIP cash
         equivalent amount as defined in his/her irrevocable exchange election.

B.       CHANGE IN JOB STATUS BASED UPON A DEMOTION. A participant who is
         demoted from an eligible position under this Plan to an ineligible
         position will exchange the pro-rata portion of cash MIP award that is
         calculated according to the time served in the eligible position during
         FY 1999, provided at least three months was served in the eligible
         position.

C.       DEATH. If a participant dies during FY 1999, the participant's heirs as
         determined by will or applicable laws of descent and distribution will
         have no right to receive any stock options under this plan. Heirs will
         receive instead the cash equivalent of the pro-rata MIP award that is
         calculated according to the MIP Plan, but not subject to the Factor.

XV.      EFFECT OF CHANGE IN EMPLOYMENT STATUS OCCURRING AFTER FY 1999 ON 
         EXCHANGES MADE IN FY 1999

All stock options already awarded under this Plan will vest fully upon a
participant's death, disability, or voluntary retirement. For purposes of this
Plan, retirement from the Company shall be defined as having attained age 55
with 10 years of service with the Company ("early retirement"), or age 65 with 5
years of service with the Company ("normal retirement").

If a participant terminates for any other reason, termination provisions will be
applied. For each grant or exchange already made, if the participant terminates
prior to the vesting of the first one third of the options, all options and the
MIP cash equivalent amount will be immediately forfeited. If the participant
terminates after the first one third of the options have vested, all vested
options will remain exercisable for a period of one (1) year. All unvested
options will be forfeited, and no cash equivalent will be provided.


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XVI.     EFFECT OF CHANGE IN CONTROL ON EXCHANGES ALREADY MADE

In the event of a change in control of the Company as referenced in stock option
agreements issued pursuant to this Plan, all unvested options will immediately
vest in full.

XVII.    AMENDMENT OR TERMINATION OF PLAN

The Board of Directors reserves and retains the right to modify, rescind or
terminate this plan in whole or in part, at its sole discretion, and nothing in
this Plan limits this right in any way or creates any rights in any employee in
future participation in this Plan or any other Plan, or constitutes any
guarantee of compensation or employment with ADC. Further, neither the Board of
Directors nor the Company has any obligation under this Plan or otherwise to
adopt this or any other plan in any future fiscal year.


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                                  ATTACHMENT I
                                EXCHANGE EXAMPLE

<TABLE>
<CAPTION>
ASSUMPTIONS
-----------
<S>                                               <C>
Annual earnings for FY 1999:                      $100,000
Exchange election:                                50% of MIP award
MIP award:                                        $30,000
*FMV of stock on 10/30/98:                        $30.00
Black-Scholes factor for option on 10/30/98:      .60 (actual factor will vary)
Black-Scholes value of option on 10/30/98:        $30.00 x .60 = $18.00
*Exercise price of option (10/29/99):             $35.00
Grant date:                                       October 29, 1999
</TABLE>
         *Last business day of the fiscal year

EXCHANGE CALCULATION

              MIP Award X Exchange Election X Exchange Factor  =
              -----------------------------------------------
                  Black-Scholes Value of Option on 10/30/98

                              $30,000 X 50% X 6  =
                             ------------------
                               $30.00 x .60

                                  $90,000  =
                                  --------
                                   $18.00

     5000 options at an exercise price of $35.00 per share

VESTING

1,666 shares vest on 10/29/00
1,667 shares vest on 10/29/01
1,667 shares vest on 10/29/02

PROJECTED VALUE OF AWARD

-   Assume 10% annual stock price appreciation
-   Assumed stock price 10/29/04 = $56.37
-   5 year gain:  $56.37 - $35.00 (exercise price) = $21.37
-   Projected value:  5000 x $21.37 = $106,850 vs. $15,000 original amount 
    exchanged