10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Form 10-Q

(Mark-One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004.
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
Commission file number 001-14617

ANDREW CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE	36-2092797
(State or other jurisdiction of incorporation or organization)	(IRS Employer identification No.)
10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices and zip code)
(708) 349-3300
(Registrant’s telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý    No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act)

Yes  ý    No  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $.01 Par Value – 160,798,891 shares as of August 10, 2004

INDEX

ANDREW CORPORATION

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated balance sheets– June 30, 2004 and September 30, 2003
	Consolidated statements of operations– Three and nine months ended June 30, 2004 and 2003
	Consolidated statements of cash flows– Nine months ended June 30, 2004 and 2003
	Notes to consolidated financial statements– June 30, 2004
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risks
Item 4.	Controls and Procedures
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchase of Equity Securities
Item 6.	Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS

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ITEM 1.  FINANCIAL STATEMENTS

ANDREW CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30 2004			September 30 2003
	(UNAUDITED)
ASSETS
Current Assets
Cash and cash equivalents	$	164,753		$	286,269
Accounts receivable, less allowances (Jun. 2004 - $10,570; Sept. 2003 – $10,662)	428,305			326,282
Inventories	366,701			247,750
Other current assets	43,664			29,131
Total Current Assets	1,003,423			889,432
Other Assets
Goodwill	892,404			821,398
Intangible assets, less amortization	73,808			93,086
Other assets	42,651			50,398
Property, Plant and Equipment
Land and land improvements	22,435			20,926
Buildings	122,706			116,038
Equipment	493,713			469,296
Allowance for depreciation	(411,370		)	(387,341		)
	227,484			218,919
TOTAL ASSETS	$	2,239,770		$	2,073,233
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	221,792		$	124,646
Accrued expenses and other liabilities	74,403			58,893
Compensation and related expenses	60,265			52,255
Restructuring	11,574			20,414
Notes payable and current portion of long-term debt	14,180			17,750
Total Current Liabilities	382,214			273,958
Deferred liabilities	59,652			73,941
Long-term debt, less current portion	288,731			301,364
STOCKHOLDERS’ EQUITY
Redeemable convertible preferred stock (par value, $50 per share: 130,414 shares outstanding at June 30, 2004 and 183,720 shares outstanding at September 30, 2003)	6,521			9,186
Common stock (par value, $.01 per share: 400,000,000 shares authorized: 160,900,657 shares issued at June 30, 2004 and September 30, 2003, including treasury)	1,609			1,609
Additional paid-in capital	665,033			649,667
Accumulated other comprehensive income (loss)	1,444			(14,115		)
Retained earnings	837,144			805,435
Cost of common stock in treasury (242,546 shares at June 30, 2004 and 2,608,290 shares at September 30, 2003)	(2,578		)	(27,812		)
	1,509,173			1,423,970
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,239,770		$	2,073,233

See Notes to Consolidated Financial Statements

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ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended June 30						Nine Months Ended June 30
	2004			2003			2004			2003
Sales	$	492,998		$	213,721		$	1,350,915		$	669,565
Cost of products sold	365,309			159,091			1,008,503			492,005
Gross Profit	127,689			54,630			342,412			177,560
Operating Expenses
Research and development	29,295			18,921			83,377			58,485
Sales and administrative	56,889			32,815			162,036			100,943
Intangible amortization	9,583			3,662			28,855			11,027
Restructuring	719			472			4,181			677
	96,486			55,870			278,449			171,132
Operating Income (Loss)	31,203			(1,240		)	63,963			6,428
Other
Interest expense	3,533			682			11,375			2,648
Interest income	(628		)	(249		)	(2,359		)	(751		)
Gain on real estate transactions	—			(9,357		)	(1,402		)	(9,398		)
Loss on sale of broadcast assets	—			—			4,511			—
Other expense (income), net	885			(362		)	2,192			(1,211		)
	3,790			(9,286		)	14,317			(8,712		)
Income from Continuing Operations Before Income Taxes	27,413			8,046			49,646			15,140
Income taxes	9,595			(371		)	17,377			1,757
Income from Continuing Operations	17,818			8,417			32,269			13,383
Discontinued Operations,  net of tax benefit	—			788			—			3,118
Net Income	17,818			7,629			32,269			10,265
Preferred Stock Dividends	126			—			560			—
Net Income Available to Common Shareholders	$	17,692		$	7,629		$	31,709		$	10,265
Basic and Diluted Income per Share from Continuing Operations	$	0.11		$	0.09		$	0.20		$	0.14
Basic and Diluted Net Income per Share	$	0.11		$	0.08		$	0.20		$	0.10
Average Shares Outstanding
Basic	160,655			98,330			159,272			98,315
Diluted	180,703			98,330			159,965			98,316

See Notes to Consolidated Financial Statements

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ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

	Nine Months Ended June 30
	2004			2003
Cash Flows from Operations
Net Income	$	32,269		$	10,265
Adjustments to Net Income
Depreciation	48,169			39,319
Amortization	28,855			11,027
Other	(1,535		)	(9,398		)
Restructuring and Discontinued Operations
Restructuring costs	(16,848		)	(9,649		)
Discontinued operations, net of taxes	—			4,354
Change in Operating Assets / Liabilities
Accounts receivable	(84,330		)	40,523
Inventories	(94,425		)	(10,170		)
Other assets	(10,278		)	13,450
Accounts payable and other liabilities	98,228			(35,987		)
Net Cash From Operations	105			53,734
Investing Activities
Capital expenditures	(57,675		)	(22,004		)
Acquisition of businesses, net of cash acquired	(23,227		)	(114		)
Settlement of pre-acquisition litigation	(29,000		)	—
Investments	(6,500		)	—
Proceeds from sale of businesses and investments	3,000			7,286
Proceeds from sale of property, plant and equipment	4,578			10,246
Net Cash Used for Investing Activities	(108,824		)	(4,586		)
Financing Activities
Long-term debt payments, net	(17,775		)	(6,462		)
Notes payable proceeds (payments), net	254			(56,190		)
Preferred stock dividends	(560		)	—
Payments to acquire treasury stock	(2,472		)	—
Stock purchase and option plans	2,901			111
Net Cash Used for Financing Activities	(17,652		)	(62,541		)
Effect of exchange rate changes on cash	4,855			6,823
Decrease in Cash and Equivalents for the Period	(121,516		)	(6,570		)
Cash and Equivalents at Beginning of Period	286,269			84,871
Cash and Equivalents at End of Period	$	164,753		$	78,301

See Notes to Consolidated Financial Statements

5

ANDREW CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation

S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending September 30, 2004.  For further information, refer to the consolidated financial statements and footnotes thereto included in the company’s annual report on Form 10-K for the year ended September 30, 2003.

NOTE 2.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

BASIC EARNINGS PER SHARE	Three Months Ended June 30				Nine Months Ended June 30
	2004		2003		2004		2003
Income from continuing operations	$	17,818	$	8,417	$	32,269	$	13,383
Preferred stock dividends	126		—		560		—
Income from continuing operations available to common shareholders	$	17,692	$	8,417	$	31,709	$	13,383
Average basic shares outstanding	160,655		98,330		159,272		98,315
Basic income from continuing operations per share	$	0.11	$	0.09	$	0.20	$	0.14
Net income	$	17,818	$	7,629	$	32,269	$	10,265
Preferred stock dividends	126		—		560		—
Net income available to common shareholders	$	17,692	$	7,629	$	31,709	$	10,265
Average basic shares outstanding	160,655		98,330		159,272		98,315
Basic net income per share	$	0.11	$	0.08	$	0.20	$	0.10

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DILUTED EARNINGS PER SHARE	Three Months Ended June 30				Nine Months Ended June 30
	2004		2003		2004		2003
Income from continuing operations	$	17,818	$	8,417	$	32,269	$	13,383
Preferred stock dividends	126		—		560		—
Income from continuing operations available to common shareholders	17,692		8,417		31,709		13,383
Effect of dilutive securities:
Convertible notes	1,381		—		—		—
Preferred stock dividends	126		—		—		—
Income from continuing operations available to common shareholders after assumed conversions	$	19,199	$	8,417	$	31,709	$	13,383
Average basic shares outstanding	160,655		98,330		159,272		98,315
Effect of dilutive securities:
Options, warrants, and equivalents	1,013		—		693		1
Convertible notes	17,532		—		—		—
Convertible preferred stock	1,503		—		—		—
Average diluted shares outstanding	180,703		98,330		159,965		98,316
Diluted income from continuing operations per share	$	0.11	$	0.09	$	0.20	$	0.14
Net income	$	17,818	$	7,629	$	32,269	$	10,265
Preferred stock dividends	126		—		560		—
Net income available to common shareholders	17,692		7,629		31,709		10,265
Effect of dilutive securities:
Convertible notes	1,381		—		—		—
Preferred stock dividends	126		—		—		—
Net income available to common shareholders after assumed conversions	$	19,199	$	7,629	$	31,709	$	10,265
Average basic shares outstanding	160,655		98,330		159,272		98,315
Effect of dilutive securities:
Options, warrants, and equivalents	1,013		—		693		1
Convertible notes	17,532		—		—		—
Convertible preferred stock	1,503		—		—		—
Average diluted shares outstanding	180,703		98,330		159,965		98,316
Diluted net income per share	$	0.11	$	0.08	$	0.20	$	0.10

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The company had 130,414 shares of convertible preferred stock outstanding at June 30, 2004, which are convertible into 1,503,152 shares of common stock.  These shares were not included in the computation of diluted earnings per share for the nine months ended June 30, 2004 because including the weighted average of potential shares outstanding and excluding the convertible preferred stock dividends would have increased reported earnings per share.  There were no shares of convertible preferred stock outstanding at June 30, 2003.

The company’s convertible subordinated notes are, under certain circumstances, convertible into 17,531,568 shares of the company’s common stock.  These notes are convertible if the closing price of the company’s common stock exceeds 120% of the conversion price of $13.69 for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter.  These shares were not included in the computation of diluted earnings per share for the nine months ended June 30, 2004 because excluding the interest expense on the convertible subordinated notes and including the weighted average of potential shares outstanding would have increased reported earnings per share.  There were no convertible notes outstanding at June 30, 2003.

Options to purchase 3,766,481 shares of common stock, at exercise prices ranging from $19.33 - $38.17 per share, were not included in the computation of diluted earnings per share for both the nine and three months ending June 30, 2004, because the options’ exercise prices were greater than the average market price of the common shares.  Options to purchase 6,328,383 shares of common stock, at prices ranging from $8.91 - $38.17 per share, were not included in the computation of diluted earnings per share for both the nine and three months ending June 30, 2003, because the options’ exercise prices were greater than the average market price of the common shares.

NOTE 3.  INVENTORIES

Inventories consisted of the following at June 30, 2004 and September 30, 2003, net of reserves:

Dollars in thousands	June 30 2004		September 30 2003
Raw materials	$	114,154	$	84,054
Work in process	116,943		75,814
Finished goods	135,604		87,882
Inventories	$	366,701	$	247,750

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NOTE 4.  COMPREHENSIVE INCOME

Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, requires the company to report foreign currency translation adjustments and other items included in Accumulated Other Comprehensive Income (Loss), a component of stockholders’ equity, as comprehensive income (loss).  For the nine months ended June 30, 2004 and 2003, other comprehensive income is made up primarily of net income available to common shareholders and foreign currency translation adjustments.  Comprehensive income for the periods ended June 30, 2004 and 2003 was as follows:

	Three months ended June 30					Nine months ended June 30
Comprehensive Income (in thousands)	2004			2003		2004		2003
Net income available to common shareholders	$	17,692		$	7,629	$	31,709	$	10,265
Foreign currency translation adjustments	(5,655		)	8,986		15,559		21,116
Comprehensive Income	$	12,037		$	16,615	$	47,268	$	31,381

NOTE 5.  ADOPTION OF NEW ACCOUNTING POLICIES

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.  The provisions of this statement were effective for exit or disposal activities initiated after December 31, 2002.  The company’s current restructuring plan, initiated in September 2002, is being accounted for under the previously existing accounting principles for restructuring, primarily Emerging Issues Task Force Issue 94-3.  The company accrued pre-tax charges of $44.0 million, in fiscal years 2002 and 2003, when the company’s management approved the current restructuring plan.  If the company had accounted for this restructuring plan under SFAS No. 146, certain costs included in this $44.0 million, such as employee termination benefits of $12.3 million and lease and contract cancellation costs of $10.3 million, would have been recognized over the restructuring period as incurred and not accrued for when the company’s management approved these plans.

In July 2004, the EITF proposed new rules under which contingent convertible notes would be included in diluted earnings per share calculations, regardless of whether the conversion contingency has been met.  This contrasts with existing accounting rules, which allow companies to exclude contingent convertibles from the calculation if the contingency has not been met.  The current proposal includes a requirement to restate prior period diluted earnings per share to reflect the dilution effect of contingent convertibles.  The company has evaluated the impact of this proposal and believes that there would be no impact on previously reported diluted earnings per share amounts.

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NOTE 6.  RESTRUCTURING AND INTEGRATION

At June 30, 2004, the company had a restructuring reserve of  $11.5 million, comprised of $2.1 million for its restructuring plan and $9.4 million for its Allen Telecom acquisition integration plan.

The company initiated a restructuring plan in 2002 and accrued $44.0 million of pre-tax charges for inventory provisions, employee termination costs, asset provisions, and lease and contract cancellation costs in 2002 and 2003.  As part of this plan the company has consolidated its operations into fewer, more efficient facilities and opened two new manufacturing facilities in Mexico and the Czech Republic.  In the second quarter of 2004, the company accrued an additional $1.0 million of pre-tax restructuring charges comprised of a $0.5 million provision for fixed asset disposals and $0.5 million for additional lease cancellation costs.  Due to changes in estimates for severance and lease termination costs, the restructuring reserve was increased by $1.1 million and reserves established under this plan in 2002 for inventory disposals were reduced by $1.1 million.  The company originally estimated that 1,013 employees would receive severance benefits under this plan, and to date has paid severance benefits to 1,112 employees.  The company has paid $0.4 million of severance to six employees in the third quarter of 2004, and $2.5 million of severance to 227 employees in the first nine months of 2004.  In addition, the company has paid $0.6 million of lease cancellation and other costs in the third quarter of 2004 and $5.9 million for the first nine months of 2004.  Cash payments, net of cash received on the sale of assets and inventory under this plan, were $0.6 million in the third quarter and $6.4 million for the first nine months of 2004.

A summary of the restructuring reserve activity is provided below (in thousands):

Restructuring Reserve Activity for the nine months ending June 30, 2004	Reserve Balance 30-Sep-03		2004 Accrual		Reserve Adjustments			Charges for Nine months Ended 30-Jun-04			Reserve Balance 30-Jun-04
Severance	—		—		$	2,474		$	(2,474	)	—
Lease cancellation and other costs	8,907		500		(1,401		)	(5,879		)	2,127
Total Restructuring Reserve Balance	$	8,907	$	500	$	1,073		$	(8,353	)	$	2,127

In 2003, as part of the Allen Telecom acquisition, the company accrued a restructuring reserve for costs to integrate Allen’s operations with the company’s and to eliminate duplicate operations. An initial estimate of $29.9 million of integration reserves comprised of a $16.2 million provision for inventory and fixed assets and $13.7 million for employee termination, lease cancellation and other costs.  During the first nine months of 2004, the company adjusted this initial estimate and recorded an additional $9.6 million of integration reserves comprised of a $2.9 million provision for inventory and fixed assets and $6.7 million for employee termination, lease cancellation and other costs.  This $9.6 million increase in estimated integration costs was accounted for as a decrease in assets acquired and an increase in liabilities assumed from Allen Telecom.  Due to changes in estimates for severance and lease termination costs, the restructuring reserve was increased in the third quarter by $1.6 million and reserves originally established under this plan for inventory and fixed asset disposals were reduced $1.6 million.  The company will finalize its estimates of the integration costs associated with these plans in the fourth quarter of 2004, and any additional adjustments will be treated as a decrease or increase in the net assets acquired from Allen Telecom.

Charges to the integration reserve for severance payments were $5.6 million for 92 employees in the third quarter of 2004, and $7.5 million for 222 employees in the first nine months of 2004.  Charges to the reserve for lease and other contract costs were $1.3 million in the third quarter of 2004, and $2.9 million in the first nine months of 2004.  Cash payments, net of cash received on the sale of assets and inventory under this plan, were $6.8 million in the third quarter and $10.4 million for the first nine months of 2004.

A summary of the integration reserve activity is provided below (in thousands):

Integration Reserve Activity for the nine months ending June 30, 2004	Reserve Balance 30-Sep-03		2004 Accrual		Reserve Adjustments		Charges for Nine months ended 30-Jun-04			Reserve Balance 30-Jun-04
Severance	$	11,189	$	3,851	$	64	$	(7,452	)	$	7,652
Lease cancellation and other costs	318		2,865		1,526		(2,914		)	1,795
Total Integration Reserve Balance	$	11,507	$	6,716	$	1,590	$	(10,366	)	$	9,447

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For the nine months ending June 30, 2004 the company has recognized $4.2 million of restructuring expense. This consists of $2.6 million for the company’s restructuring plan made up of the second quarter accrual of $1.0 million mentioned above and $1.6 million for fixed assets and inventory relocation charges associated with the relocation of manufacturing operations that were expensed as incurred. The remaining $1.6 million relates to Allen integration charges for Andrew employee severance and Andrew facility intagration charges that could not be accrued as a part of purchase accounting.

NOTE 7.  STOCK-BASED COMPENSATION

The company accounts for stock-based compensation plans using the intrinsic value method described in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  All stock options granted by the company are granted at market price and thus no compensation expense is recorded in the company’s results of operations.  Under SFAS No. 148, Accounting for Stock-Based Compensation, the company is required to report quarterly pro forma net income and earnings per share as if the company had accounted for its stock option plans under the fair value method.  The following table shows the company’s pro forma net income and earnings per share as if the company had recorded the fair value of stock options as compensation expense.

(Dollars in thousands, except per share amounts)	Three Months Ended June 30						Nine Months Ended June 30
	2004			2003			2004			2003
Reported net income available to common shareholders	$	17,692		$	7,629		$	31,709		$	10,265
Less: Stock-based compensation, net of tax	(1,750		)	(1,821		)	(5,361		)	(5,447		)
Pro forma net income available to common shareholders	$	15,492		$	5,808		$	26,348		$	4,818
Reported basic and diluted net income per share	$	0.11		$	0.08		$	0.20		$	0.10
Pro forma basic and diluted net income per share	$	0.10		$	0.06		$	0.17		$	0.05

NOTE 8.  WARRANTY RESERVE

The company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the company vary depending upon the product sold.  The company estimates the costs that may be incurred under its warranty plans and records a liability in the amount of such estimated costs at the time product revenue is recognized.  Factors that affect the company’s warranty liability include the number of units sold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim.  The company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.  The company reports warranty reserves as a current liability, included in accrued expenses and other liabilities. Changes in the company’s warranty reserve during the three and nine month periods ended June 30, 2004 and 2003, are as follows:

(dollars in thousands):	Three Months Ended June 30						Nine Months Ended June 30
	2004			2003			2004			2003
Warranty reserve at beginning of period	$	18,281		$	9,851		$	12,470		$	9,932
Accrual for warranties issued	3,319			754			12,401			2,163
Warranty settlements made	(1,602		)	(618		)	(5,944		)	(2,108		)
Warranty adjustments	—			—			1,071			—
Warranty reserve at end of period	$	19,998		$	9,987		$	19,998		$	9,987

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NOTE 9.  ACQUISITION OF BUSINESSES

In the first quarter of fiscal 2004, the company made two business acquisitions.  The company acquired selected assets of Channel Master LLC, a U.S. manufacturer of high volume antenna and antenna related products for the consumer Direct Broadcast Satellite market. The company also purchased selected assets of Yantai Fine Cable Company, a Chinese manufacturer of products for telecommunications and broadband cable TV infrastructure markets.  The company paid a total of $22.0 million for these acquisitions. A preliminary allocation of the purchase price resulted in $2.3 million of goodwill and $7.9 million of intangible assets.

On March 31, 2004, the company acquired selected assets of MTS Wireless Components LLC, a supplier of cable accessories and steel components which support the installation of wireless systems including antenna mounts and other equipment support solutions.  Total purchase consideration was $28.3 million, consisting primarily of 1,650,000 shares of common stock, based on a three-day average price of $16.88 per share.  A preliminary allocation of the purchase price resulted in $12.7 million of goodwill and $1.4 million of intangible assets.  Pro forma results of operations, assuming these acquisitions occurred at the beginning of the period, were not materially different from the reported results of operations.

NOTE 10.  SALE OF ASSETS

In November 2003, the company sold selected assets from its broadcast manufacturing operations to Electronics Research. Inc. (ERI).  For these assets the company received $3.0 million in cash and $5.8 million in promissory notes.  The company recognized a $4.5 million loss on the disposal of these assets, including  $4.0 million of goodwill allocated to these assets based on fair value.

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NOTE 11. SETTLEMENT OF PRE-ACQUISTION LITIGATION

During the second quarter of 2004, the company reached a definitive agreement with TruePosition, Inc. to settle patent infringement litigation filed against Allen Telecom, Inc., prior to the acquisition of Allen by the company. As part of this settlement the company paid  $29.0 million in cash and has agreed to pay an additional $6 million over the next three years, with a present value of $5.6 million.  In addition, the company issued warrants to purchase one million shares of the company’s common stock that have a four-year term and a $17.70 exercise price per share.  These warrants were valued at $8.5 million. The settlement was accounted for as an increase to the liabilities assumed in the acquisition of Allen Telecom, resulting in a $43.1 million increase in goodwill. The company and TruePosition agreed to cross-license geolocation-related patents.  This agreement also gives the company the opportunity to provide certain geolocation products to TruePosition through October 2006.

NOTE 12.  DEBT COVENANTS

Under the terms of the company’s $170.0 million revolving credit facility, the company has agreed to meet various quarterly requirements.  The company was in compliance with all of these requirements as of June 30, 2004. The company must meet various requirements, including maintaining net worth, maintaining a ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to total debt, maintaining a fixed charges coverage ratio and limits on the amount of assets that the company can dispose of in a fiscal year.  These requirements may limit the amount of borrowing under this credit agreement.  Under the most restrictive of these requirements, the company was limited to a maximum borrowing of $123.8 million at June 30, 2004.

NOTE 13.  DEFINED BENEFIT PLANS

The company has two defined benefit plans.  Approximately 600 current and former employees of the company’s United Kingdom subsidiary, Andrew Ltd., participate in a defined benefit plan.  With the acquisition of Allen Telecom the company assumed the Allen noncontributory defined benefit plan that covers approximately 1,760 current and former employees.  This plan was frozen after the completion of the Allen acquisition.

The components of net periodic pension cost for these plans for the three and nine month periods ended June 30, 2004 and 2003, are as follows:

Dollars in Thousands	Three months ended June 30						Nine months ended June 30
	2004			2003			2004			2003
Service costs	$	430		$	294		$	2,469		$	882
Interest costs	1,501			714			4,376			2,140
Return on plan assets	(1,225		)	(491		)	(3,652		)	(1,473		)
Amortization of unrecognized prior service costs	84			10			156			32
Amortization of net loss	291			253			862			759
Net periodic pension cost	$	1,081		$	780		$	4,211		$	2,340

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY

For the nine months ending June 30, 2004 sales increased 102% to $1,350.9 million, driven by increased capital investment in wireless infrastructure and the impact of the July 2003 acquisition of Allen Telecom.  Wireless infrastructure investment has increased significantly across all major geographic regions over the last nine months. On a year to date basis, gross margins were 25.3%, down from 26.5% for the same period in 2003, primarily due to a change in product mix as a result of the Allen Telecom acquisition, start-up costs associated with new low cost manufacturing facilities in Mexico and the Czech Republic, and the impact of new products in the satellite and broadband cable areas.  The company’s operating margins showed significant improvement as a result of synergies created with the Allen acquisition and higher sales.  Operating income was $64.0 million or 4.7% of sales for the first nine months of 2004, compared to $6.4 million or 1.0% of sales in 2003. Operating income includes non–cash intangible amortization of $28.9 million and $11.0 million for the first nine months of 2004 and 2003, respectively. Net income available to common shareholders was $31.7 million or $0.20 per diluted share compared to $10.3 million or $0.10 per diluted share in 2003.

RESULTS OF OPERATIONS

Third quarter sales were $493.0 million, up 131% from $213.7 million in the year ago quarter and June year to date sales increased 102% to $1,350.9 million.  This increase in sales was primarily due to continued improvement in wireless infrastructure market demand, the acquisition of Allen Telecom in the fourth quarter of fiscal 2003, and the introduction of new products in the satellite and broadband cable areas.  Andrew’s sales momentum remained strong and improved sequentially in the third quarter as Andrew continued to benefit from overall growth in wireless infrastructure investment.  Third quarter sales grew in all of the company’s major geographic regions compared to last year.  The table below shows Andrew’s sales by major geographic regions.

	Three months ended				Change		Nine months ended				Change
	June 30, 2004		June 30, 2003				June 30, 2004		June 30, 2003
Americas	$	287.1	$	117.0	145	%	$	769.7	$	365.2	111	%
Europe/ Middle East /Africa	133.4		58.5		128	%	390.7		180.4		117	%
Asia Pacific	72.5		38.2		90	%	190.5		124.0		54	%
Total	$	493.0	$	213.7	131	%	$	1,350.9	$	669.6	102	%

Due to the significant change in product mix that resulted from the Allen acquisition and the substantial improvement in the wireless infrastructure market, Andrew believes that sequential quarter trends provide more insight on sales trends than year-over-year comparisons. The table below show’s Andrew’s sales by major geographic regions for the last three quarters.

	Three months ended
	June 30, 2004		March 31, 2004		December 31, 2003
Americas	$	287.1	$	253.7	$	228.9
Europe/ Middle East / Africa	133.4		133.2		124.1
Asia Pacific	72.5		60.2		57.8
Total	$	493.0	$	447.1	$	410.8

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Sales in the Americas were up 13% sequentially, driven by continued product demand in the broadband satellite market and wireless infrastructure sales in Latin America.  North American wireless infrastructure sales increased slightly, driven by sales to OEMs and partially offset by decreased operator spending due to the impact of operator consolidation.  Sales in Europe, Middle East and Africa were up slightly from the prior quarter as operators continue to expand traditional networks to meet increasing capacity demands, as well as continued movement towards EDGE and UMTS networks.  Sales in the Asia Pacific region increased 20% sequentially, driven by wireless infrastructure build-outs in China and India.

The company experienced sequential growth across most major product groups.  Antenna Product sales increased as a result of coverage requirements for network expansion and demand for certain new product lines within the broadband satellite market.  Base Station Subsystems sales increased as a result of OEMs continuing to support increased operator capital expenditures for network upgrades and expansion. Cable Products sales increased as a result of network expansions, particularly in China and India, and due to the acquisition of MTS Wireless Components in March 2004.  Wireless Innovations sales increased slightly over the prior quarter due to increased need for coverage solutions.  Network Solutions sales decreased modestly on a sequential basis due to the timing of geolocation hardware installations.  Compared to 2003, all of the company’s product groups increased for both the third quarter and for the first nine months of 2004 due to overall strengthening of the wireless market as well as the impact of the Allen Telecom acquisition.

In the third quarter of 2004, the company’s gross margin was 25.9% compared to 24.7% in the prior quarter and 25.6% in the year ago quarter.  Gross margin showed improvement as Andrew made continued progress on relocating certain product lines within the Antenna Group to new manufacturing facilities in Mexico and the Czech Republic.  The company also saw improved margins on its new broadband satellite products as start-up manufacturing variances were reduced.  Cable margins were down in the third quarter as a result of product mix due to an increase in sales of lower margin, smaller diameter cable. On a year to date basis, gross margin was 25.3% in 2004, compared to 26.5% in 2003.  This decrease in gross margin percentage was primarily due to the change in product mix that resulted from the Allen Telecom acquisition.  Other factors that contributed to the year-over-year decline in the gross margin rate were the entry into new markets and the associated lower margin products such as the satellite broadband products and broadband cable products, continued but moderating pricing pressure and start-up costs associated with the company’s two new manufacturing facilities.

Research and development expenses were $29.3 million or 5.9% of sales in the third quarter, compared to $28.5 million or 6.4% of sales in the prior quarter and $18.9 million or 8.9% of sales in the year ago quarter.  Research and development expenses continued to increase due to higher levels of spending to support the introduction of new products for in-building coverage and Base Station Subsystems.   On a year to date basis, research and development expenses increased to $83.4 million compared to $58.5 million in 2003, due primarily to the Allen acquisition.

Sales and administrative expenses were $56.9 million or 11.5% of sales in the third quarter, compared to $52.7 million or 11.8% of sales in the prior quarter and $32.8 million or 15.4% of sales in the year ago quarter.  Sales and administrative expenses increased primarily due to a higher level of sales, planned expenditures for the global deployment of IT systems and additional incentive compensation.  Sales and administrative expenses declined as a percentage of sales, due to higher sales and the benefits from our on-going cost savings and merger integration programs.  On a year to date basis, sales and administrative expenses were $162.0 million or 12.0% of sales in 2004, compared to $100.9 million or 15.1% of sales for the first nine months of 2003.  As a result of the Allen Telecom acquisition, sales and administrative expenses increased in total, but were lower as a percentage of sales.

Intangible amortization was $9.6 million in the third quarter, compared to $9.9 million in the prior quarter and $3.7 million in the third quarter of 2003.  On a year to date basis, intangible amortization increased to $28.9 million in 2004, from $11.0 million in 2003.  This increase was due almost entirely to intangible assets acquired from Allen Telecom.  It is anticipated that total intangible amortization will be approximately $39 million in fiscal 2004 and decline to approximately $22 million in fiscal 2005.

Interest expense was $3.5 million in the third quarter, compared to $0.7 million in the third quarter of the prior year.  On a year to date basis, interest expense was $11.4 million in 2004, compared to $2.6 million in 2003.  The increase in interest expense was due to the $240.0 million of convertible notes issued in August 2003 and the $45.2 million of senior notes assumed in the Allen Telecom acquisition.  Interest income increased both in the quarter and on a year to date basis due to higher cash and short-term investment balances.

Included in the results for the nine months ended June 30, 2004 are two non-recurring transactions.  In the second quarter of 2004, the company recognized a net gain of $1.4 million on several real estate transactions, principally due to the sale of a facility in

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Australia.  In the first quarter of 2004, Andrew recognized a $4.5 million loss on the sale of selected broadcast assets to Electronics Research Inc. (ERI).  Included in this loss is an allocation of $4.0 million of goodwill that was attributed to the fair value of these assets.  Included in the results for 2003 is a gain of $9.4 million that the company recognized in the third quarter for the sale of unimproved land at the company’s Orland Park, Illinois facility.

Other (income) expense was expense of $0.9 million in the third quarter of 2004, compared to income of $0.5 million in the second quarter of 2004, and income of $0.4 million in the third quarter of 2003.  On a year to date basis, other expense was expense of $2.2 million in 2004 and income of $1.2 million in 2003.  Other (income) expense is mainly driven by foreign exchange gains and losses.

The company’s effective tax rate for 2004 was 35% compared to 30% in 2003.  The increase in the effective tax rate is due to an increase in U.S. taxable income, principally as a result of the Allen Telecom acquisition.

Included in the first nine months of 2003 is a loss for discontinued operations of $3.1 million, due to operating losses from the company’s wireless accessory and equipment shelter businesses that were discontinued in 2003.

LIQUIDITY

The company has maintained its strong balance sheet and reduced its outstanding debt by $17.5 million during the first nine months of 2004.  Cash and cash equivalents were $164.8 million at June 30, 2004, compared to $200.9 million at March 31, 2004 and $286.3 million at September 30, 2003.  Working capital was $621.2 million at June 30, 2004, up slightly from $615.5 million at September 30, 2003.

In the third quarter of 2004, the company filed a universal S-3 shelf registration that allows Andrew to publicly issue up to $750.0 million of debt or equity.  This shelf registration gives the company the flexibility to take advantage of strategic initiatives and other favorable long-term opportunities that will build shareholder value.  The company has a revolving credit facility that at June 30, 2004 had no outstanding borrowings and allowed the company to borrow up to $123.8 million (see Note 12 of the Notes to Consolidated Financial Statements).  Management believes that the company’s strong working capital position, ability to generate cash flow from operations, and its ability to borrow under its revolving credit agreement will allow the company to meet its normal operating cash flow needs, for the foreseeable future.

In the first nine months of 2004, the company generated $0.1 million of cash from operations.  Cash flow from operations was driven by net income of $32.3 million, $75.5 million of non-cash charges primarily for depreciation and amortization, cash restructuring costs of $16.8 million and a net change in operating assets and liabilities that resulted in a $90.8 million decrease in cash flow.  Increased sales resulted in an increase in accounts receivable, reducing cash flow by $84.3 million.  Days sales in billed receivables (DSO) decreased to 76 days at June 30, 2004, compared to 77 days at March 31, 2004 and 80 days at September 30, 2003.  DSO has continued to decrease as a result of a higher percentage of the company’s sales occurring in North America, which generally carry shorter payment terms than international sales.  The company continued to increase inventory levels to meet the significant increase in demand, resulting in a $94.4 million year to date decrease in cash flow.  The increase in inventory resulted in higher accounts payable balances, which increased year to date cash flow by $98.2 million.  Netted in the increase in accounts payable and other liabilities is a $7.5 million payment made in the first quarter to the pension plan assumed in the Allen Telecom acquisition.

In the first nine months of 2004, the company used $108.8 million for investing activities, including $57.7 million of capital expenditures.  These expenditures included investments in the company’s new facilities in Reynosa, Mexico and Brno, Czech Republic and investments associated with the Allen integration and SAP implementations. In the first quarter, the company spent $23.2 million on two asset acquisitions, acquiring selected assets of Yantai Fine Cable and Channel Master LLC (see Note 9 of the Notes to Consolidated Financial Statements).  In the second quarter the company paid $29.0 million to settle patent infringement litigation with TruePosition Inc. as part of litigation brought against Allen Telecom prior to the acquisition by the company.

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In the first quarter of 2004, the company invested $6.5 million in Andes Industries, a manufacturer of high-performance optical equipment and other products for broadband cable networks.  This investment was in the form of a convertible interest-bearing note that allows the company to convert this note into an equity interest in Andes Industries.  The company received $3.0 million in cash as part of the sale of selected assets of its broadcast antenna business to ERI (see Note 10 of the Notes to Consolidated Financial Statements).  The company received $4.6 million from the sale of various other assets, primarily in connection with the sale of a facility in Australia.

The company used net cash of $17.7 million for financing activities during the first nine months of 2004, primarily due to a $17.5 million reduction in debt, $2.5 million used to repurchase 225,000 shares of common stock, $2.9 million received from the exercise of stock options and $0.6 million of dividends paid to preferred shareholders.  The company reduced its long-term debt by $17.8 million primarily due to principal payments of $10.8 million on senior notes and the payment of $6.5 million of debt held by the company’s Italian subsidiary.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this Form 10-Q under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the “Notes to Consolidated Financial Statements.”  In addition, our representatives or management may make other written or oral statements that constitute forward-looking statements.  Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to them. These statements often contain words like believe, expect, anticipate, intend, contemplate, seek, plan, estimate or similar expressions.  We make these statements under the protection afforded them by Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements involve risks, uncertainties and assumptions, including those discussed in this report.  We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict those risk factors, nor can we assess the impact, if any, of those risk factors on our business or the extent to which any factors may cause actual results to differ materially from those projected in any forward-looking statements.  Forward-looking statements do not guarantee future performance, and you should not put undue reliance on them.

While Andrew Corporation’s management is optimistic about the company’s long-term prospects, one should consider the risks and uncertainties in evaluating its growth outlook.  Factors that may cause actual results to differ from expected results include the company’s ability to integrate acquisitions and to realize the synergies and cost savings anticipated from these transactions, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers and other business factors. For a more complete discussion of these and other risks, uncertainties and assumptions that may affect us, see the company’s annual report on Form 10-K for the fiscal year ended September 30, 2003.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

See Item 7a of the company’s Annual Report on Form 10-K for the year ended September 30, 2003.  With the exception of copper purchase commitments there has been no material change from the end of the previous fiscal year through June 30, 2004.

The company uses various metals in the production of its products. Copper, which is used to manufacture coaxial cable, is the most significant of these metals.  As a result, the company is exposed to fluctuations in the price of copper.  In order to reduce this exposure, the company has entered into contracts with various suppliers to purchase copper. At September 30, 2003 the company had contracts to purchase 38.2 million pounds of copper for $29.5 million.  Based on current market conditions the company has reduced the amount of copper under contract to 33.0 million pounds for $31.7 million at June 30, 2004.

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ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

As of June 30, 2004, the company’s management, including its Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of the company’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934.  Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures are adequate and effective and that no changes are required at this time.

Changes in Internal Controls:

In connection with the evaluation by management, including its Chief Executive Officer and Chief Financial Officer, of the company’s internal control over reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during the quarter ended June 30, 2004 were identified that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

On December 12, 2003, Antel Holding, Ltd. (Antel) a subsidiary of Group Menetap, Ltd., filed a Notice of Arbitration and Statement of Claim with the American Arbitration Association. The claim relates to the purchase by Antel of the company’s interest in certain Russian ventures pursuant to a Share Purchase and Sale Agreement dated November 5, 2001.  The Statement of Claim asserts that the company breached warranties and representations in connection with the sale and that Antel was thereby damaged in an amount to be proven up to the indemnification limit of $40 million. This claim is scheduled for hearing in March 2005.  The company believes that the Claim is without merit and intends to defend the matter vigorously.

The company is also a party to various other legal proceedings, lawsuits and other claims arising in the ordinary course of its business.  The company does not believe that such other litigation, if adversely determined, would have a material effect on the company’s business, financial position, results of operations or cash flow.

ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY SECURITIES

Since 1997, the company’s Board of Directors has authorized the company to repurchase up to 30.0 million common shares.  As of June 30, 2004 the company has repurchased approximately 17.0 million shares under this plan.  These repurchases may be made on the open market or in negotiated transactions and the timing and amount of shares repurchased will be determined by the company’s management.  Included in the 17.0 million shares repurchased are 225,000 shares repurchased in the first quarter of 2004 for $2.5 million.  No shares were repurchased during the second or third quarters of 2004.

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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.	Description
10.1*	Andrew Corporation Executive Severance Benefit Plan
10.2*	Executive Severance Benefit Plan Agreement with Ralph Faison
10.3*	Executive Severance Benefit Plan Agreement with Marty Kittrell
10.4*	Executive Severance Benefit Plan Agreement with Dan Hartnett
10.5*	Executive Severance Benefit Plan Agreement with Jeff Gittelman
10.6*	Executive Severance Benefit Plan Agreement with John DeSana
10.7*	Executive Severance Benefit Plan Agreement with Paul Cox
10.8*	Executive Severance Benefit Plan Agreement with Jim Petelle
10.9*	Executive Severance Benefit Plan Agreement with Mark Olson
10.10*	Executive Severance Benefit Plan Agreement with Greg Maruszak
10.11*	Executive Severance Benefit Plan Agreement with Fred Lietz
10.12*	Executive Severance Benefit Plan Agreement with J.C. Huang
10.13*	Executive Severance Benefit Plan Agreement with John Dickson
10.14*	Executive Severance Benefit Plan Agreement with Robert Hudzik
10.15*	Executive Severance Benefit Plan Agreement with Jim LePorte
10.16*	Executive Severance Benefit Plan Agreement with Roger Manka
10.17*	Executive Severance Benefit Plan Agreement with Mickey Miller
10.18*	Executive Severance Benefit Plan Agreement with Karen Quinn-Quintin
31	Rule 13a-14(a) Certification of Chief Executive and Chief Financial Officers
32	18 U.S.C. Section 1350 Certifications of Chief Executive and Chief Financial Officers

*Indicates compensatory plan

(b) Reports on Form 8-K

On May 3, 2004, the company furnished, under Items 7 and 12 of Form 8-K, a press release regarding financial results for the quarter ended March 31, 2004, as well as a transcript of the conference call presentation that followed the press release.

On April 6, 2004, the company furnished, under items 7 and 12 of Form 8-K, a press release announcing that results for the second quarter of fiscal 2004 were estimated to significantly exceed previously provided guidance.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date	August 12, 2004	By:	/s/	Marty R. Kittrell
				Marty R. Kittrell
				Chief Financial Officer
				(Duly Authorized Officer and Principal Financial Officer)

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EX-10.1

EXHIBIT 10.1

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN

As Amended and Restated Effective May 14, 2004

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN

(As Amended and Restated Effective May 14, 2004)

SECTION 1

General

1.1.History and Purpose.  Andrew Corporation (the “Company”) previously established the Andrew Corporation Executive Severance Benefit Plan to (i) assure the Company and its stockholders of continuity of management in the event of any actual or threatened Change in Control; (ii) assure the Company and its stockholders that key executive employees of the Company will be able objectively to evaluate whether a potential Change in Control is in the best interests of the stockholders; and (iii) advance the interests of the Company and its stockholders by providing financial protection to selected key executive employees of the Company who have direct responsibility for running the Company’s operations.

1.2.Effective Date.  The Plan was originally effective June 1, 1986.  The following provisions constitute an amendment and restatement of the Plan, effective May 14, 2004.

SECTION 2

Definitions

In addition to terms defined elsewhere in the Plan, the following terms will have the following meanings:

2.1.“Base Salary” means, with respect to any Participant as of any date, the annual base salary of the Participant as in effect on the date of such determination or, if greater, as in effect immediately prior to the Change in Control.

2.2.“Cause” means any of the following with respect to a Participant:

(a)the Participant’s willful and repeated failure to perform his or her duties with the Company (other than any such failure due to physical or mental illness);

(b)the Participant’s conviction of, guilty or nolo contendere plea, to a felony which is material and demonstrably injurious to the Company; or

(c)the Participant’s commission of an act, or failure to act, which constitutes gross negligence or gross misconduct.

No act, or failure to act, shall be deemed “willful” under the Plan unless done or omitted to be done by the Participant not in good faith and without reasonable believe that the action or omission was in the best interest of the Company.

2.3“Change in Control” means any of the following events:

(a)the merger or consolidation of the Company with any other corporation following which the holders of the Company’s common stock immediately prior thereto hold less than 60% of the outstanding common stock of the surviving or resulting entity;

(b)the sale of all or substantially all of the assets of the Company to any person or entity other than a wholly-owned subsidiary;

(c)any person or group of persons acting in concert, or any entity, becomes the beneficial owner, directly or indirectly, of more than 20% of the Company’s outstanding common stock, other than an acquisition of more than 20%, in one or more transactions, of the Company’s outstanding common stock by (A) a passive institutional investor where such investor is eligible pursuant to Rule 13d-1(b) of the Exchange Act to, and does, file a report of ownership on Schedule 13G with the Securities and Exchange Commission, (B) a trustee or other fiduciary of an employee benefit plan maintained by the Company, or (C) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Company;

(d)those individuals who, as of the close of the most recent annual meeting of the Company’s stockholders, are members of the Board of Directors (the “Existing Directors”) cease for any reason to constitute more than 50% of the Board of Directors.  For purposes of the foregoing, a new director will be considered an Existing Director if the election, or nomination for election by the Company’s stockholders, of such new director was approved by a vote of a majority of the Existing Directors.  No individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened election contest subject to Rule 14a-11 under the Exchange Act or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board of Directors, including by reason of any agreement intended to avoid or settle any election proxy contest; or

(e)the stockholders of the Company adopt a plan of liquidation.

2.4.“Committee” means the Compensation Committee of the Board of Directors of the Company.

2.5.“Company” means Andrew Corporation, and its successors and assigns.

2.6.“Disability” means an incapacity due to physical or mental illness or injury that causes the Participant to be unable to perform his or her duties with the Company on a substantially full time basis for a period of at least six calendar months.

2.7.“Estimated Bonus” means, with respect to a Participant, the greatest of (i) the Participant’s target bonus in effect for the fiscal year in which the Change in Control occurs (calculated using the Participant’s Base Salary), (ii) the Participant’s target bonus in effect for the fiscal year in which the Participant’s Termination of Employment occurs (calculated using the Participant’s Base Salary), (iii) the average annual bonus actually payable to the Participant for the three fiscal years immediately prior to the fiscal year in which the Change in Control occurs, or (iv) the average annual bonus actually payable to the Participant for the three fiscal years immediately prior to the fiscal year in which the Participant’s Termination of Employment occurs.  If the Participant’s Termination of Employment occurs before the fiscal year in which the Change in Control occurs, Estimated Bonus shall

2

be calculated using target bonus for the year of such termination and the three year annual average bonus for the three fiscal years preceding such termination.

2.8.“Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.9.“Good Reason” means any of the following:

(a)the diminution in the Participant’s position, authority, duties or responsibilities (other than isolated, insubstantial and inadvertent action which is remedied by the Company within 30 days after notice by the Participant);

(b)a reduction in the Participant’s base salary, bonus or incentive opportunity, or a substantial reduction in benefits (other than a reduction in benefits applicable to all employees); or

(c)a relocation of the Participant’s principal office more than 50 miles from its location immediately prior to the Change in Control.

2.10.“Participant” means a Tier I Participant, Tier II Participant or Tier III Participant, as applicable.

2.11.“Retirement” means Termination of Employment on or after attainment of age [65?].

2.12.“Severance Benefit” means the benefits payable to an eligible Participant under Section 5.2.

2.13.“Severance Multiplier” means, with respect to a Participant, the multiplier used to calculate a Participant’s Severance Benefits, determined in accordance with the following:

Participant	Severance Multiplier
Tier I Participant	3.0
Tier II Participant	2.5
Tier III Participant	1.0

2.14.“Severance Period” means, with respect to a Participant, the period determined by multiplying 12 months by the Participant’s Severance Multiplier.

2.15“Termination of Employment” means the date the Participant ceases to perform services for the Company or its affiliates for any reason.

2.16.“Tier I Participant” means a key executive employee of the Company who has been designated as eligible for participation in the Plan by the Committee as a Tier I Participant.

2.17.“Tier II Participant” means a key executive employee of the Company who has been designated as eligible for participation in the Plan by the Committee as a Tier II Participant.

2.18.“Tier III Participant” means a key executive employee of the Company who has been designated as eligible for participation in the Plan by the Committee as a Tier III Participant.

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2.19.“Window Period” means the period beginning 90 days prior to the date of a Change in Control and ending 24 months after the date of the Change in Control.

SECTION 3

Participation

The Committee shall select the key executive employees of the Company who are eligible to participate in the Plan, and shall designate whether such key executive employee shall participate as a Tier I, Tier II or Tier III Participant.  In selecting the eligible Plan participants and designating the tier level applicable to such Participant, the Committee shall take into consideration such factors as it deems relevant in connection with accomplishing the purposes of the Plan.

Each Participant selected by the Committee shall execute a separate agreement with the Company which will provide for the payment of Severance Benefits in accordance with the provisions of this Plan.

SECTION 4

Administration

The Committee shall, from time to time, establish rules for the administration of the Plan.  Except as otherwise provided herein, the Committee shall have the exclusive right to interpret the Plan and to decide any matters arising in connection with the administration of the Plan.  The decisions and the records of the Committee shall be conclusive and binding upon the Company, its officers, employees and stockholders, Participants, and all other persons having any interest under the Plan.

SECTION 5

Severance Benefits

5.1.Eligibility for Severance Benefits.  A Participant shall be eligible for Severance Benefits under the Plan, determined in accordance with Section 5.2, if the Participant’s Termination of Employment occurs during the Window Period by reason of (i) involuntary termination by the Company for reasons other than Cause, or (ii) voluntary termination by the Participant for Good Reason.

In no event shall a Participant be eligible for Severance Benefits under this Plan if the Participant’s Termination of Employment occurs by reason of death, Disability, Retirement , voluntary termination by the Participant for other than Good Reason or by the Company for Cause.

5.2.Amount of Severance Benefits.  If a Participant’s Termination of Employment occurs under circumstances entitling the Participant to Severance Benefits under Section 5.1, the Participant shall be entitled to the following:

(a)An amount equal to the Participant’s Base Salary times the Participant’s Severance Multiplier.

(b)An amount equal to the Participant’s Estimated Bonus times the Participant’s Severance Multiplier.

4

(c)A bonus for the fiscal year in which the Change in Control occurs equal to the greater of (i) the Participant’s Estimated Bonus for such fiscal year, or (ii) the actual bonus that would have been earned by the Participant for such fiscal year based on performance prior to the Change in Control, reduced, if applicable, by any bonus previously paid to the Participant for such fiscal year.

(d)If the Participant’s Termination of Employment occurs in a fiscal year after the fiscal year in which the Change in Control occurs, a pro rata Estimated Bonus for the fiscal year in which the Participant’s Termination of Employment occurs, based on the number of days in the fiscal year preceding the termination date.

(e)An amount equivalent to the Company profit-sharing and matching contributions the Participant would have received under the Andrew Profit Sharing Trust and the Andrew Employee Retirement Benefit Restoration Plan for the Severance Period, determined by adding the contributions made to such plans on behalf of the Participant expressed as a percentage of his base salary for each of the three years immediately prior to his or her termination date, and multiplying the sum by the Participant’s Base Salary as of his or her Termination of Employment.

(f)Immediate and full vesting of any outstanding awards under the Andrew Corporation Management Incentive Program, or any similar or replacement plan or program.

(g)Immediate and full vesting of any long-term incentive plan awards.  To the extent that the amount of any such award is determined based on attainment of performance goals, the amount of such award shall be determined assuming the greatest of (i) target performance, (ii) actual performance prior to Termination of Employment [the Change in Control], or (iii) average performance over the three year period preceding the year in which Termination of Employment occurs.

(h)Continued coverage during the Severance Period for the Participant and, if applicable, his or her spouse and dependents, under the Company’s welfare benefit plans, including health, life and long term disability, at the same rate as active employees of the Company; provided, however, if the Participant obtains other employment during the Severance Period and becomes eligible to participate in welfare plans of another employer, continued coverage under the Company’s welfare benefit plans shall end as of the date the Participant first becomes eligible for coverage under such other employer’s welfare plans.

(i)Continued eligibility for perquisites during the Severance Period at the level provided to the Participant immediately prior to the Change in Control.

(j)Outplacement assistance, in an amount not to exceed $25,000.

5.3.Payment of Severance Benefits.  The Severance Benefits provided under paragraphs (a) through (e) of Section 5.2 shall be paid in cash, with payment of at least 50% of such amount made within 30 days of the later of the Participant’s Termination of Employment or the Change in Control event, and the remaining amount, if any, paid no later than 13 months after such event, as determined by the Company in its discretion.

5

SECTION 6

Make-Whole Payments

If any amount payable to the Participant by the Company or any subsidiary or affiliate thereof, whether under this Agreement or otherwise (a “Payment”), is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar federal or state law (an “Excise Tax”), the Company shall pay to the Participant an additional amount (the “Make Whole-Amount”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Participant under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii).  The following rules shall apply to Make-Whole Payments under this Section 6:

(a)For purposes of determining the Make-Whole Amount, the Participant shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates.

(b)All calculations under this Section 6 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Participant to enable the Participant to timely file all applicable tax returns. Upon request of the Participant, the Company shall provide the Participant with sufficient tax and compensation data to enable the Participant or his tax advisor to independently make the calculations described above and the Company shall reimburse the Participant for reasonable fees and expenses incurred for any such verification.

(c)If the Participant gives written notice to the Company of any objection to the results of the Company’s calculations within 60 days of the Participant’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company (“Tax Counsel”). The Company shall pay all fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Participant the Make-Whole Amount as determined by it in good faith. The Company shall pay the Participant any additional amount determined by Tax Counsel to be due under this Section 6 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination.

(d)The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a “Tax Authority”) determines that the Participant owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel.

(e)If a Taxing Authority makes a claim against the Participant which, if successful, would require the Company to make a payment under this Section 6, the Participant agrees to contest the claim on request of the Company subject to the following conditions:

(i)The Participant shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be

6

contested, it shall promptly (but in no event more than 30 days after the notice from the Participant or such shorter time as the Tax Authority may specify for responding to such claim) request the Participant to contest the claim.  The Participant shall not make any payment of any tax which is the subject of the claim before the Participant has given the notice or during the 30-day period thereafter unless the Participant receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this Section 6 determined as if such advance were an Excise Tax, in which case the Participant will act promptly in accordance with such instructions.

(ii)If the Company so requests, the Participant will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Participant to pay the tax shall be accompanied by an advance from the Company to the Participant of funds sufficient to make the requested payment plus any amounts under this Section 6 determined as if such advance were an Excise Tax.  If directed by the Company in writing the Participant will take all action necessary to compromise or settle the claim, but in no event will the Participant compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Participant may take any such action if the Participant waives in writing his right to a payment under this Section 6 for any amounts payable in connection with such claim.  The Participant agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim.  Upon request of the Company, the Participant shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this Section 6.  Provided that the Participant is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Participant against any loss in connection with, and all costs and expenses, including attorneys, fees, which may be incurred as a result of, contesting the claim, and shall provide to the Participant within 30 days after each written request therefore by the Participant cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Participant as a result of contesting the claim.

(f)Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Whole Amount to the Participant in a manner consistent with this Section 6 with respect to any additional Excise Tax and any assessed interest, fines, or penalties.  If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Participant shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Participant on such excess which is not offset by the tax benefit attributable to the repayment.

7

SECTION 7

General

7.1.Amendment or Termination.  The Committee reserves the right to amend, modify, suspend, or terminate the Plan at any time, subject to the following:

(a)without the consent of the Participant, no such amendment, modification, suspension or termination shall reduce or diminish his right to receive any payment or benefit then due and payable under the Plan immediately prior to such amendment, modification, suspension or termination;  and

(b)in the event of a Change in Control, no such amendment, modification, suspension or termination of the benefits, and eligibility therefor, will be effective prior to the expiration of the 24 consecutive month period following the date of the Change in Control.

7.2.Arbitration.  Any controversy or claim arising out of or relating to this Plan, or breach hereof, shall be settled by arbitration in the City of Chicago in accordance with the laws of the State of Illinois by three arbitrators, one of whom shall be appointed by the Company, one by the Participant, and the third of whom shall be appointed by the first two arbitrators.  The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of arbitrators.  The arbitrators’ determination shall be final and binding upon all parties and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

7.3.No Funding of Benefits Compensation.  Nothing herein shall require the Company to segregate, earmark or otherwise set aside any funds or other assets to provide for any payments to be made hereunder.  The rights of any Participant under this Plan shall be solely those of a general creditor of the Company.  However, in the event of a Change in Control, the Company may deposit cash or property, or both, equal in value to all or a portion of the benefits anticipated to be payable hereunder for any or all Participants into a trust, the assets of which are to be distributed at such times as are otherwise provided for in this Plan and are subject to the claims of the general creditors of the Company.

7.4.Effect of Death.  In the event of the Participant’s death after entitlement to Severance Benefits but before such Severance Benefits have been paid in full, any unpaid Severance Benefits under Section 5.2 shall be paid to the Participant’s estate at the time such amounts would have otherwise been paid to the Participant.  Any welfare benefits that are being provided to the Participant’s spouse or dependents under Section 5.2(h) at the time of such death, shall continue to be provided for the remainder of the Severance Period.

7.5.No Duty to Seek Employment.  The Participant shall not be under any duty or obligation to seek or accept other employment after termination or resignation.  Except as provided in Section 5.2(h) (relating to eligibility for welfare benefits from another employer), no benefit due the Participant hereunder shall be reduced or suspended if the Participant accepts subsequent employment.

7.6.No Alienation of Benefits.  The Participant shall not have any right to pledge, hypothecate, anticipate or in any way create a lien upon any amounts provided under this Plan and no benefits payable hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law.

8

7.7.Incapacity.  If, in the opinion of the Committee, a Participant or other person entitled to benefits hereunder is physically or mentally incapable of personally receiving any payment due hereunder, the Committee may determine that payments be made to a person, persons or institution who, in the opinion of the Committee, maintains or has custody of the Participant, until claim is made by a conservator or guardian legally charged with the care of his or her person or estate.  Any payments hereunder shall constitute a full discharge of the liability of the Company to the extent thereof.

7.8.Legal Expenses.  The Company agrees to reimburse the Participant, or any beneficiary or legal representative of the Participant, for all reasonable legal expenses, including without limitation legal fees, court costs, arbitration costs and ordinary and necessary out-of-pocket costs of attorneys, incurred in enforcing any provision hereof or rights hereunder.

7.9.Withholding.  All benefits and payments under the Plan are subject to the withholding of all applicable Federal, state and local taxes.

7.10.Successors to the Company.  This Plan shall be binding upon the Company and any successor of the Company, including without limitation any corporation or other entity acquiring directly or indirectly all or substantially all of the assets of the Company whether by merger, consolidation, sale or otherwise.  Such successor shall thereafter be deemed the “Company” for the purposes of this Plan.

7.11.Gender and Number.  Except when otherwise indicated by the context, words in the masculine gender shall include the feminine and neuter genders, the plural shall include the singular, and the singular shall include the plural.

7.12.Employment Rights.  This Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give any Participant the right to be retained by the Company or to any benefits not specifically provided by the Plan.

7.13.Validity.  The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall continue in full force and effect.

7.14.Governing Law.  This Plan shall be governed and construed in accordance with the laws of the State of Illinois.

9

EX-10.2

EXHIBIT 10.2

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Ralph Faison (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER I Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER I Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Ralph E. Faison
, individually	By:	/s/ CR Nicholas
	Its:

EX-10.3

EXHIBIT 10.3

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Marty Kittrell (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Marty R. Kittrell	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.4

EXHIBIT 10.4

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Dan Hartnett (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER III Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER III Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Daniel Hartnett	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.5

EXHIBIT 10.5

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Jeff Gittelman (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER III Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER III Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ M. Jeffrey Gittelman	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.6

EXHIBIT 10.6

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and John DeSana (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ John E. DeSana	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.7

EXHIBIT 10.7

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Paul Cox (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Paul R. Cox	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.8

EXHIBIT 10.8

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Jim Petelle (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER III Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER III Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ James F. Petelle	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.9

EXHIBIT 10.9

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Mark Olson (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER III Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER III Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Mark Olson	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.10

EXHIBIT 10.10

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Greg Maruszak (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ G F Maruszak	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.11

EXHIBIT 10.11

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Fred Lietz (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER III Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER III Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Fred Lietz	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.12

EXHIBIT 10.12

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and J.C. Huang (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/  J.C. Huang	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.13

EXHIBIT 10.13

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and John Dickson (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ John R.D. Dickson	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.14

EXHIBIT 10.14

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Robert Hudzik (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Robert J. Hudzik	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.15

EXHIBIT 10.15

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Jim LePorte (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ James L. LePorte III	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.16

EXHIBIT 10.16

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Roger Manka (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Roger Manka	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.17

EXHIBIT 10.17

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Mickey Miller (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Mickey Miller	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-10.18

EXHIBIT 10.18

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT, made this 5th day of July, 2004, by and between Andrew Corporation (the “Company”) and Karen Quinn-Quintin (the “Executive”),

WITNESSETH:

WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

WHEREAS, the Executive has been designated as an eligible participant in the Plan;

NOW, THEREFORE, the Executive and Company hereby agree as follows:

1.Plan Benefits.  The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants.  The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits.  By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

2.Arbitration.  The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

3.Plan Not Contract of Employment.  The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specifically provided by the Plan.

4.Plan Supercedes Prior Change in Control Severance Agreements.  The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits.  The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Karen A. Quinn-Quintin	/s/ Ralph E. Faison
, individually	By: Ralph E. Faison
	Its: President & Chief Executive Officer

EX-31

Exhibit 31

Rule 13a-14(a) Certification of Chief Executive and Chief Financial Officers

I, Ralph E. Faison, certify that:

1.  I have reviewed this report on Form 10-Q of Andrew Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a.  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c.  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2004	/s/ Ralph E. Faison
	Ralph E. Faison
	President and Chief Executive Officer

I, Marty R. Kittrell, certify that:

1.  I have reviewed this report on Form 10-Q of Andrew Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a.  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c.  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2004	/s/ Marty R. Kittrell
	Marty R. Kittrell
	Chief Financial Officer

EX-32

Exhibit 32

18 U.S.C. Section 1350 Certifications of Chief Executive and Chief Financial Officers

The following statement is being furnished to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC  20549

Re:  Andrew Corporation

Ladies and Gentlemen:

In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350), each of the undersigned hereby certifies that:

(i)this Current Report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii)the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Andrew Corporation.

Dated as of this 12th day of August 2004.
/s/ Ralph E. Faison	/s/ Marty R. Kittrell
Ralph E. Faison	Marty R. Kittrell
President and Chief Executive Officer	Chief Financial Officer

A signed original of this written statement required by section 906 has been provided to Andrew Corporation and will be retained by Andrew Corporation and furnished to the Securities and Exchange commission or its staff upon request.