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Exhibit 10-q








                                ADC TELECOMMUNICATIONS
                                    BUSINESS UNIT
               MANAGEMENT INCENTIVE PLAN DOCUMENT - DIRECTORS AND ABOVE
                                   FISCAL YEAR 1998


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                                ADC TELECOMMUNICATIONS
                                    BUSINESS UNIT
               MANAGEMENT INCENTIVE PLAN DOCUMENT - DIRECTORS AND ABOVE
                                   FISCAL YEAR 1998


I.  PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), Business
Unit Management Incentive Plan - Directors and Above, Fiscal Year ("FY") 1998,
effective November 1, 1997 through October 31, 1998.

II.  PURPOSE

The purpose of the Plan is to provide, with full regard to the protection of
shareholder's investments, a direct financial incentive for eligible employees
to perform an effective leadership role and make a significant contribution to
the Company's established goals.

III.  ADMINISTRATION

This Plan is administered by a Management Incentive Plan Committee ("Committee")
appointed and authorized by the Company's Board of Directors.  Subject to the
complete and full discretion of the Board of Directors, 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.  ELIGIBILITY

The Committee establishes rules of eligibility for participation in the Plan and
determines eligibility in accordance with those rules.  For Fiscal Year 1998,
eligibility applies to all employees in Grades 18 and above, plus any Grade 16
and 17 directors.  Participation is effective as of the date approved by the
Committee and is communicated to the participant by an incentive opportunity
statement ("Participant Form") specifying the target incentive level for the
position.  No employee will become a participant in the Plan after May 1, 1998,
unless the employee is already a participant in the Management Incentive Plan
for Managers.

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V.  PLAN GOALS

The Plan reinforces the key financial goals which support ADC's long-term
strategic plans.  The FY 1998 goal categories and weights for Business Unit
participants are as follows:

                 GOAL                                WEIGHT
                 ----                                ------
*       Business Unit EVA Improvement                 60%
        Business Unit Revenue                         20%
**      Key Business Unit Goal                        20%
                                                      ---

        TOTAL                                        100%

*    EVA Improvement is the dollar amount of planned year-over-year improvement
     in EVA.  EVA Improvement goals are set for each of the next 3 years.

**   The key Business Unit goal varies by Business Unit.  See attached goal  
     sheet for definition of applicable key Business Unit goal.

VI.  INCENTIVE PAYOUT OPPORTUNITIES

A.  The payout opportunity for meeting the Business Unit Revenue and key
Business Unit goal are as follows:

                                                  PAYOUTS
                                 -----------------------------------------
         GOAL                       THRESHOLD      TARGET       MAXIMUM
         ----                       ---------      ------       -------
         Business Unit Revenue     0% of Target     100%     400% of Target
         Key Business Unit Goal    0% of Target     100%     200% of Target

     Results between threshold-target and target-maximum are interpolated.

B.   The payout opportunity for meeting the EVA Improvement goal is as follows:

         GOAL                              THRESHOLD      TARGET       MAXIMUM
         ----                              ---------      ------       -------
         Business Unit EVA Improvement        N/A          100%          N/A 
                                          (unlimited                  (unlimited
                                           downside)                    upside)

     Incentive amounts are interpolated based on leverage (the slope of the
     line). 

     There are no thresholds and maximums for the EVA Improvement goal. 
     However, the specific incentive payout is a function of a bonus bank
     concept which is described in Section VII and Section VIII.

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VII.  BONUS BANK DEFINITION

As mentioned earlier, the Plan offers unlimited upside and downside rewards to
participants for creating value.  In order to ensure that EVA Improvements are
sustainable over a multi-year period, a bonus bank is created whereby
exceptional performance (above 200% of target) is credited to your account and
poor performance (negative amounts below 0% of the target level) is deducted
from your account.

The specific mechanics of the bonus bank are described below.

VIII.  HOW THE BONUS BANK WORKS

A.   A bonus bank account is created when the EVA Improvement goal achievement
     is above 200% of target or below 0% of the target level.

B.   Amounts achieved in excess of 200% of target are put into an EVA
     Improvement bonus bank.  These amounts vest at a rate of 25% per year,
     beginning immediately, and then after 1 year, 2 years, and 3 years,
     respectively.

C.   If EVA Improvement is less than 0% of the target level for the current Plan
     year, a negative amount is calculated and is handled as follows:

          1.  If there is a positive current year bonus bank amount, the
          negative amount offsets it.  After the negative has been applied, any
          positive vested amount is paid.  If the bonus bank is negative at the
          end of the year, the negative amount is carried over to the next 
          year.

          2.  If no positive bank balances have been carried forward from prior
          year(s), the entire negative amount goes into the bonus bank and is
          carried forward into the next plan year.  Then, in that next Plan
          year, if EVA Improvement is positive, the negative amount offsets
          amounts earned in that year in this manner and order:

               a)  Up to 100% of target achieved:  No reduction or offset. 
               Amount is paid immediately.

               b)  Between 100% and 200% of target.  Offset applies before any
               payout occurs.  The remaining amount, if any, is paid
               immediately.

               c)  Over 200% of target:  Offset applies before any amounts are
               banked and subject to vesting.   Any remaining amounts are
               subject to vesting schedule described above.

D.  The bonus bank is a bookkeeping account and as such, amounts allocated to a
    participant's bonus bank earn no interest, are unfunded, and do not
    actually vest until they are paid out in in accordance with the Plan.

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IX.  MAXIMUM EVA IMPROVEMENT GOAL PAYOUT IN ANY PLAN YEAR

Notwithstanding the above, the maximum amount that may be paid in any one year
to a participant due to the EVA Improvement goal, including amounts achieved for
the current year and bonus bank amounts that vest in the current year, may not
exceed 400% of the EVA Improvement target incentive amount.

X.  CURRENT PLAN YEAR PAYMENT

Payments which become due and payable under this Plan for the current Plan year
include:

-    The amount achieved for the Revenue goal. 

-    The amount achieved for the key Business Unit goal, PROVIDED THE THRESHOLD
     REVENUE DOLLAR AMOUNT IS MET OR 0% OF THE TARGET LEVEL FOR THE EVA
     IMPROVEMENT GOAL IS MET.

-    Current year EVA Improvement goal achievement up to 200% of target (if
     there are no negative offsets).

-    Vested amount of EVA Improvement bonus bank account balance.

Payments which become due and payable under this Plan are made as soon as
administratively feasible following the close of the Company's Fiscal Year.

XI.  CALCULATION OF INDIVIDUAL PAYMENTS AND BONUS BANK ACCOUNT  BALANCES

A.   The obligation to make payments under the Plan is determined by achievement
     of goals as determined by the Board of Directors.

B.  Calculations under this Plan are a function of:

          1.   Target incentive opportunity - expressed as a percentage of an
               individual's FY 1998 earnings.  The target % for each participant
               is designated on the "Participant Form."

          2.   Participant's 1998 Fiscal Year base salary earnings.

          3.   Performance against the established goals.

C.  Individual award calculations are shown by the following examples:

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Assume we have a Plan participant with the following facts:

-----------------------------------------------------------------------------
  Current Plan Year                1998
-----------------------------------------------------------------------------
  Grade                            17
-----------------------------------------------------------------------------
  Base Salary Earnings             $85,000
-----------------------------------------------------------------------------
  Target Incentive Opportunity     20% of base salary earnings or $17,000
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
  GOAL                                     WEIGHT         TARGET INCENTIVE
  ----                                     ------         ----------------
                                                              DOLLARS
                                                              -------
  Business Unit EVA Improvement              60%              $10,200
  Business Unit Revenue                      20%              $ 3,400
  Key Business Unit Goal                     20%              $ 3,400
                                                              -------
                                                              $17,000
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
  GOAL ACHIEVEMENT (AS A % OF TARGET)
  -----------------------------------
  Business Unit EVA Improvement        300%  x    $10,200   =   $30,600*
  Business Unit Revenue                110%  x    $3,400    =   $ 3,740
  Key Business Unit Goal               100%  x    $3,400    =   $ 3,400
-----------------------------------------------------------------------------

*BUSINESS UNIT EVA IMPROVEMENT INCENTIVE CALCULATIONS:

-    1st 200% of target EVA incentive = $20,400
          Adjustments:  None.  Pay immediately.

-    Above 200% of target = $10,200
          Adjustments:  Put into bonus bank.  25% vests immediately; the rest at
          25% per year.

-    Final EVA incentive payout:
          $20,400 + ($10,200 x 25%) =$22,950

-    EVA bonus bank balance to carry over = 75% of $10,200 or $7,650:

          vests in 1999    =   $2,550
          vests in 2000    =   $2,550
          vests in 2001    =   $2,550
                               ------
                               $7,650

TOTAL CURRENT YEAR INCENTIVE PAYOUT:  $22,950 (FINAL EVA PAYOUT) + $3,740
(REVENUE) + $3,400 (KEY BUSINESS UNIT GOAL) = $30,090.

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Assume the same Participant has the following facts the next year:

-----------------------------------------------------------------------------
  Current Plan Year                     1999
-----------------------------------------------------------------------------
  Grade                                 17
-----------------------------------------------------------------------------
  Base Salary Earnings                  $90,000
-----------------------------------------------------------------------------
  Target Incentive Opportunity          20% of base salary earnings or $18,000
-----------------------------------------------------------------------------
  EVA Bonus Bank                        $2,550 vests in 1999
-----------------------------------------------------------------------------
                                        $2,550 vests in 2000
-----------------------------------------------------------------------------
                                        $2,550 vests in 2001
                                        ------
-----------------------------------------------------------------------------
                                        $7,650 Total Bonus Bank
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
  GOAL                                    WEIGHT          TARGET INCENTIVE
  ----                                    ------          ----------------
                                                               DOLLARS
                                                               -------
  Business Unit EVA Improvement             60%                $10,800
  Business Unit Revenue                     20%                $ 3,600
  Key Business Unit Goal                    20%                $ 3,600
                                                               -------
                                                               $18,000
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
  GOAL ACHIEVEMENT (AS A % OF TARGET)
  -----------------------------------
  Business Unit EVA Improvement             -50%   x   $10,800    =  $-5,400*
  Business Unit Revenue                      90%   x   $  3,600   =  $ 3,240
  Key Business Unit Goal                    110%   x   $  3,600   =  $ 3,960
-----------------------------------------------------------------------------

*BUSINESS UNIT EVA IMPROVEMENT INCENTIVE CALCULATIONS:

-$-5,400 offsets positive bonus bank

-Apply to amount due to vest in 1999 (current plan year)

                    -5,400
                     2,550 due to vest in 1999
                     -----
                    -2,850 remaining negative accrual is carried forward to 2000

 -EVA bonus bank balance to carry over:

                     2,550 due to vest in 2000
                    -2,850 negative carry over from 1999
                    ------
                      -300 beginning of year 2000 bank balance
                     2,250 due to vest in 2001

TOTAL CURRENT YEAR INCENTIVE PAYOUT:  $3,240 (REVENUE) + $3,960 (KEY BUSINESS
UNIT GOAL) = $7,200.

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XII.  EFFECT OF CHANGE IN EMPLOYMENT STATUS 

A.  VOLUNTARY RESIGNATION AND RETIREMENT.  A participant who voluntarily resigns
full-time employment or retires prior to the end of the Fiscal Year receives no
payment under the Plan for the current Plan year's performance or any EVA bonus
bank account balances being carried over.  The participant does not have any
obligations with respect to any negative EVA bonus bank account balances
remaining at the end of the Plan year. 

B.  CHANGE BASED UPON UNSATISFACTORY JOB PERFORMANCE.  A participant who is
involuntarily terminated or transferred to a position not eligible for this Plan
for reasons of unsatisfactory job performance receives no payment under the Plan
for the current Plan year's performance or any EVA bonus bank account balances
being carried over from prior Plan year(s).  The participant does not have any
obligations with respect to any negative EVA bonus bank account balances
remaining at the end of the Plan year.

C.  CHANGE BASED UPON JOB ELIMINATION. Subject to the approval of the Committee,
a participant who is involuntarily terminated or transferred to a position not
eligible for this Plan or another Management Incentive Plan because of a job
elimination may retain the right to a pro rata calculation under this Plan for
the current year's performance, plus a pro rata portion of any EVA bonus bank
balance that would otherwise have vested at the end of the current Plan year,
based upon the time served in the eligible position during the Fiscal Year,
provided at least three months was served in the eligible position.  Rights to
any unvested EVA bonus bank account balances at the end of the Plan year are
forfeited.  The participant does not have any obligations with respect to any
negative EVA bonus bank account balances that remain after the pro rata
calculation.  

D.  CHANGE BASED UPON PROMOTION, DEMOTION, OR TRANSFER TO ANOTHER ELIGIBLE PLAN
JOB.  A current participant who is promoted, demoted, or transferred from an
eligible position under this Plan to another eligible position under this Plan
during the Fiscal Year has a pro rata calculation of the current year's
performance awards based upon the time served in each position during the Fiscal
Year, provided at least three months were served in each position.  If a
participant is in an eligible position for less than three months during the
Fiscal Year, the payment calculation is based on the incentive level of the
position served in the longest.  Any positive or negative bonus bank accounts
transfer with the individual in their entirety.

E.  CHANGE IN JOBS WITHIN THE COMPANY BUT NOT ELIGIBLE FOR THIS PLAN.  A
participant who changes jobs within the Company but is not eligible for this
Plan, retains the right to a pro rata payout under this Plan for the current
year's performance, plus a pro rata portion of any EVA bonus balance that would
otherwise have vested at the end of the current Plan year, based upon the time
served in the eligible position during the Fiscal Year, provided at least three
months was served in the eligible position.  Rights to any unvested EVA bonus
bank account balances at the end of the Plan year are forfeited.  The
participant does not have any obligations with respect to any negative EVA bonus
bank account balances that remain after the pro rata calculation.
  
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F.  DEATH.  If a participant dies during the Fiscal Year, the participant's
heirs as determined by will or applicable laws of descent and distribution will
have a pro rata calculation of the current year's performance, plus a pro rata
portion of any EVA bonus bank balance that would otherwise have vested at the
end of the current Plan year, based upon the time served in the eligible
position during the Fiscal Year.  Rights to any unvested EVA bonus bank account
balances at the end of the current Plan year are forfeited.  The participant's
heirs do not have any obligations with respect to any negative EVA bonus bank
account balances that remain after the pro rata calculation.

XIII.  COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986

If a current Plan year payout causes the participant's total cash compensation
to exceed one  million dollars in the Fiscal Year, the participant must defer
the portion that exceeds the one million dollars in the ADC Telecommunications
Deferred Compensation Plan.

XIV.  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 of
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.