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EXHIBIT 10-G
                                           
                                           
                                           
                                           
                             ADC TELECOMMUNICATIONS, INC.
                          EXECUTIVE INCENTIVE EXCHANGE PLAN
                                   FISCAL YEAR 1997

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                            ADC TELECOMMUNICATIONS, INC.
                          EXECUTIVE INCENTIVE EXCHANGE PLAN
                                   FISCAL YEAR 1997
                                           

I.  PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company") Executive
Incentive Exchange Plan - Fiscal Year  1997 ("FY 1997"), effective November 1,
1996 through October 31, 1997.

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 and above in salary grade 19 or above.  Selected additional
executives may be included also.  All Plan participants must also be
participants under the Company's Management Incentive Plan ("MIP").

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 1997, participants may irrevocably elect to
exchange up to 50% of their FY 1997 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.  Participants hired or promoted into a
position eligible for this Plan during FY 1997 may make this election up to 30
days following the date of hire or promotion.  No election may be made after May
1, 1997 by new hires or newly promoted eligible participants.  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 1997 and as soon as MIP awards are approved.  The
exchange date will be the same day as the MIP awards are approved.  For purposes
of this document, the terms exchange date and grant date are synonymous.

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 ten (10).  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 1996 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 XIII.

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.

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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
exchange or grant.  Options will vest in three (3) equal annual installments,
beginning two (2) years after the grant.

XII.     EXERCISE PRICE OF OPTIONS

The Committee is authorized to determine the exercise price of the options
granted under this Plan.  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
grant date determined in accordance with the 1991 Stock Incentive Plan.

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

A.  VOLUNTARY RESIGNATION OR INVOLUNTARY TERMINATION.  A participant who
    voluntarily resigns employment or who is terminated involuntarily, except
    as defined under paragraph B below, prior to the end of FY 1997 will
    relinquish all rights to the grant of any stock option under this plan.

B.  TERMINATION OF EMPLOYMENT BASED UPON JOB ELIMINATION.  Subject to the
    approval of the Committee, a participant who is involuntarily terminated
    because of a job elimination may receive a cash equivalent calculated in
    the same fashion as the applicable pro-rata cash MIP payment would be made
    (not subject to the Factor), provided at least three months was served in
    the eligible position.

C.  CHANGE IN JOB STATUS BASED UPON A PROMOTION/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 1997,
    provided at least three months was served in the eligible position.  A
    participant who is promoted into an eligible position under this Plan will
    be provided the opportunity to exchange the pro-rata MIP award that is
    calculated according to the time served in the eligible position under this
    Plan during FY 1997, as provided in Section VII of this document, based
    upon the exchange percentage elected by the participant.

D.  DEATH.  If a participant dies during FY 1997, 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.

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XIV. EFFECT OF CHANGE IN EMPLOYMENT STATUS OCCURRING AFTER FY 1997 ON EXCHANGES
MADE IN FY 1997

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 two (2) years.  All unvested
options will be forfeited, and no cash equivalent will be provided.

XV.  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.