THE ANDREW CORPORATION

                                STOCK OPTION PLAN






                    As approved by the Board of Directors of
                   Andrew Corporation on November 13, 1997 and
                     submitted to the Stockholders of Andrew
                        Corporation on February 10, 1998.
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                                ANDREW CORPORATION
                                STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


1. Name and Identity of the Plan. This instrument and the plan set forth herein
shall be known as the Andrew Corporation Stock Option Plan for Non-Employee
Directors (hereinafter called the "Plan").

2. Definitions. As used herein, the following terms shall have the meanings
indicated below, unless the context shall give a clear meaning to the contrary:

         (a) "Company" shall mean Andrew Corporation, a Delaware corporation.

         (b) "Board" shall mean the Board of Directors of the Company.

         (c) "Stockholders" shall mean the stockholders of the Company.

         (d) "Eligible Director" shall mean a member of the Board who is not,
         and has not at any time within the preceding three years, been an
         officer or employee of the Company or any of its subsidiaries or
         affiliates.

         (e) "Administrator" shall mean the Chief Financial Officer of the
         Company, or such other officer as may be designated by the Board.

         (f) "Common Stock" shall mean the common stock, $.01 par value, of the
         Company.

         (g) "Market Value" shall mean the average of the high and low sale
         prices of the Common Stock as reported on the National Association of
         Securities Dealers Automated Quotation ("NASDAQ") system on the date in
         question or, if such date is not a business day, on the next preceding
         business day.

         (h) "Option" shall mean an option granted under the Plan to an Eligible
         Director for the purchase of shares of Common Stock.

         (i) "Optionee" shall mean the recipient and holder of an Option.

         As used herein, the singular shall include the plural and vice versa,
and words used in any gender shall include all genders, unless the context shall
give a clear meaning to the contrary.

3. Purpose of the Plan. The purpose of the Plan is to encourage the highest
level of director performance by providing to Eligible Directors the opportunity
to acquire a proprietary interest in the Company's success and progress through
the purchase of Common Stock.

4. Administration of the Plan. The Plan shall be administered by the
Administrator. Subject only to the express restrictions, limitations and
directions of other provisions of the Plan, the Administrator shall have sole,
absolute and full authority and power: (a) to interpret the Plan; (b) to
establish, amend and rescind rules and regulations relating to the Plan; and (c)
to do such other things and make such other determinations, decisions and
interpretations as he deems necessary or advisable to carry out the purposes of
the Plan and its orderly administration. All actions, determinations, decisions
and interpretations taken and made by the Administrator shall be final and
conclusively binding on all persons whomsoever.
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5. Stock Subject to the Plan. The aggregate number of shares of Common Stock
which may be purchased by exercise of Options shall not exceed 400,000, subject
to adjustment as provided in Section 7. Accordingly, at any one time the total
of the number of shares of Common Stock subject to outstanding Options and the
number of shares of Common Stock purchased by exercise of Options shall not
exceed 400,000, subject to such adjustment. If any Option expires or terminates
without having been exercised in full, the unpurchased shares which were subject
thereto, unless the term of the Plan has expired or it has been terminated,
shall become available for grant of other Options. Shares purchased by exercise
of Options may be authorized but unissued shares or issued shares held in
treasury.

6. Grant of Options. Each Eligible Director shall receive an automatic Option
grant on the date of the first meeting of the Board following each annual
meeting of Stockholders of the Company. The annual Option granted to each
Eligible Director shall be for 12,000 shares of Common Stock. No Option shall be
granted as provided for herein if the number of shares of Common Stock then
remaining available for grant is insufficient for full grant of all Options to
be granted on that date pursuant to the provisions of Section 5 and this Section
6.

7. Adjustment Provisions. In the event of any stock dividend, stock split,
combination of shares or other change in respect of the Common Stock, (i) the
aggregate number of shares of Common Stock then remaining available for grant of
Options under the Plan and the number of shares of Common Stock then subject to
each outstanding Option shall be adjusted in proportion to such change in issued
shares, and (ii) the option price under each then outstanding Option shall be
adjusted so that the total consideration payable to the Company upon exercise of
such Option shall not be changed by reason of such change in the Common Stock.
Notwithstanding the preceding sentence, the number of Option shares to be
granted in any year to each Eligible Director shall be 12,000, and shall not be
adjusted in accordance with this Section 7.

8. Term of Plan. The Plan shall remain in effect until terminated in accordance
with the provisions of Section 15.

9. Option Price Under an Option. The option price for each share of Common Stock
subject to an Option shall be 100% of its Market Value determined as of the date
of its grant.

10. Exercise of Options. No Option shall be exercisable during the first 12
months from and including its date of grant or later than 10 years from its date
of grant. On the date of each annual meeting of Stockholders following the grant
of an Option, such Option shall become exercisable for 20% of the shares of
Common Stock covered thereby, until the fifth annual meeting of Stockholders
following the grant of the Option, at which time such Option shall become fully
exercisable. The privilege shall be cumulative and, to the extent exercisable at
any time, shall be exercisable in whole or in part.

         In the event of a tender offer or of an exchange offer (other than one
made by the Company) for shares of Common Stock, all unexercised Options granted
under the Plan shall, whether or not then exercisable, become exercisable during
the 30-day period following the first purchase of shares of Common Stock
pursuant to such tender offer or exchange offer, but not beyond the Option
expiration date.

         An Option shall be exercised by written notice thereof given by the
person entitled to exercise such Option to the Administrator. Said notice shall
state the date of grant of the Option, the number of shares of Common Stock
subject thereto and the number of shares of Common Stock with respect to which
the Option is exercised. No such notice which is inconsistent with any provision
of the option agreement or the Plan shall be effective. No such notice shall be
effective unless and until the Company, in the person of the Administrator, is
in receipt of full payment of the option price for the shares of Common Stock in
respect of which the Option is exercised. No right (including, without
limitation, the right to any dividend or to vote) with respect to such shares of
Common Stock shall accrue until after the date of the stock certificate
representing such shares.
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         Payment of the option price may be made in cash, by delivery of whole
shares of Common Stock equivalent in Market Value to the option price on the
date that the written notice of exercise is delivered by the Optionee or partly
in cash and partly in whole shares of Common Stock.

11. Non-transferability; Exceptions. Except as provided in this Section 11, no
Option may be sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner other than by will or under the laws of descent and distribution,
and an Option may be exercised, during the lifetime of the Optionee, only by
such Optionee. Under such rules and procedures as the Administrator may
establish, an Optionee may transfer his Option to members of his immediate
family (i.e., children, grandchildren and spouse) or to one or more trusts for
the benefit of such family members or to partnerships in which such family
members are the only partners, provided that (i) the agreement, if any, with
respect to such Option, expressly so permits or is amended to so permit, (ii)
the Optionee does not receive any consideration for such transfer, and (iii) the
Optionee provides such documentation or information concerning any such transfer
or transferee as the Administrator may reasonably request. Any Option held by
any transferees shall be subject to the same terms and conditions that applied
immediately prior to its transfer. The Administrator may also amend the
agreements applicable to any outstanding Options to permit such transfers. Any
Option not granted pursuant to any agreement expressly permitting its transfer
or amended expressly to permit its transfer shall not be transferable.

12. Termination of Directorship. If an Optionee ceases to be a director of the
Company for any reason other than his death, each Option then held by him shall
be exercisable by him within a period of five years following the date he ceased
to be a director. The Option will continue to vest within such five-year period
as if the Optionee had continued to be a director. In the event the Optionee
dies during such five-year period, each Option then held by him shall be
exercisable by the legal representative of his estate, or by the person taking
under him by will or under the laws of descent and distribution, within the time
remaining in the five-year period or within a period of 12 months following the
date of death, whichever is longer, but only to the extent that such Option was
exercisable by the Optionee immediately prior to his death. In the event an
Optionee ceases to be a director by reason of his death, each Option then held
by him shall be exercisable by the legal representative of his estate, or by the
person taking under him by will or under the laws of descent and distribution,
within a period of 12 months following the date of death but only to the extent
that such Option was exercisable by the Optionee immediately prior to his death.
The foregoing provisions of this Section 12 shall in all events be subject to
the 10-year Option term described in Section 10.

13. Option Agreements. Each Option shall be evidenced by a written option
agreement signed by the Optionee and, on behalf of the Company, by the
Administrator. The form of the option agreement shall be as provided by the
Administrator. Each option agreement by its own express terms shall set forth:
(i) the name of the Optionee, (ii) the date of the grant of the Option, (iii)
the number of shares of Common Stock subject thereto, and (iv) the option price
per share of Common Stock. Each option agreement shall otherwise set forth the
provisions of the Plan or incorporate the same therein by reference.
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14. Conditions Upon Issuance of Shares. The Company shall have no obligation to
sell, issue or deliver any shares of Common Stock pursuant to any Option or the
exercise thereof if, in the opinion of counsel for the Company, the sale,
issuance or delivery of such shares of Common Stock would be in violation of any
provision of the Securities Act of 1933, as amended, or the Securities and
Exchange Act of 1934, as amended; any regulation or rule promulgated under
either of said acts; any regulation, rule or requirement of any stock exchange
upon which shares of Common Stock may then be listed; or any other law,
regulation, rule or requirement whatever which, in the opinion of said counsel,
may be applicable. In such circumstances, the Company shall be without liability
for the non-sale, non-issuance and non-delivery of such shares, except for the
return of any payment of the option price for such shares made by the Optionee,
or any person standing in his stead, to the Company. Without assumption of or
exposure to liability for failure of accomplishment of the purpose, the Company
nonetheless commits itself to a standard of reasonable care and effort for the
avoidance or cure of any obstacle to the sale, issuance and delivery of shares
hereunder. As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant in writing at the
time of such exercise that the shares of Common Stock are being purchased only
for investment and without any present intention to sell or distribute such
shares, and may require that shares delivered upon exercise of an Option bear an
appropriate restrictive legend.

15. Suspension, Termination, Modification, and Amendment. The Board shall have
the power to suspend, terminate, revise or amend the Plan; provided that
suspension, termination, revision or amendment shall be without effect on any
Option previously granted and then outstanding; and further provided that,
except with the approval of Stockholders, the Board may not increase the maximum
number of shares of Common Stock subject to the Plan (except with respect to
adjustments under Section 7).