AMENDED AND RESTATED ANDREW EMPLOYEE STOCK PURCHASE PLAN

1.       PURPOSE

         The Amended and  Restated  Andrew  Employee  Stock  Purchase  Plan (the
"Plan") is intended to provide eligible  employees of Andrew Corporation and its
subsidiaries  (the  "Company")  with an  opportunity  to  acquire a  proprietary
interest in the Company through the purchase of the Company's  Common Stock (the
"Common Stock"). Among other considerations,  it is the intention of the Company
to have the Plan qualify as an employee stock purchase plan under Section 423 of
the Internal  Revenue Code of 1986, as amended (the "Code").  The  provisions of
the  Plan  shall,   accordingly,   be  construed  so  as  to  extend  and  limit
participation in a manner consistent with the requirements of Code Section 423.

2.       DEFINITIONS

         The following definitions are applicable to this Plan:

         "Compensation" means the salary, wages, overtime, bonuses and
         commissions paid by the Company.

         "Company"  means  Andrew  Corporation  and  any  of its  divisions  and
         subsidiaries,  excluding those organized and/or  incorporated  under
         the laws  of the  Federal  Republic of Brazil or any state thereof.  A
         "division" is any  business  activity  for which  there are  maintained
         separate books  and  records  of  account  and for  which  the Board of
         Directors of Andrew  Corporation  deems  such  activity  as a  separate
         intra-corporate entity.  As used herein,  the term "subsidiary" has the
         meaning assigned to it in Code Section 424(f).

         "Committee" means the Committee  appointed by the Board of Directors of
         Andrew Corporation referred to in Section 13.

         "Participant"  means any  employee of the  Company who is eligible  and
         elects to participate pursuant to the provisions of Section 5.

3.       ELIGIBILITY

         All  employees of the Company shall be eligible to  participate  in the
Plan,  except  that at each  Offering  Date and during the  period  between  the
Offering Date and the Price Date:


         (a) An employee  shall not be eligible to  participate  in the Plan who
         owns, or would own upon the exercise of any option extended  hereunder,
         whether qualified or non-qualified, shares possessing 5% or more of the
         total  combined  voting  power or value of all  classes of stock of the
         Company or any parent or subsidiary corporation;
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         (b) A Director of the Company who is not an employee shall not be
         eligible to participate in the Plan; and

         (c) An employee shall not be eligible to participate in the Plan:

                (i) Who has been employed less than 1,000 hours; or

                (ii) Whose customary employment is 20 hours or less per week; or

                (iii) Whose customary employment is for not more than five
                      months in any calendar year.

4.       STOCK SUBJECT TO PLAN

         The  maximum  number of shares of Common  Stock which may be sold under
the Plan is 1,096,970.  Such shares of Common Stock may be either authorized and
unissued  shares or issued shares  heretofore or hereafter  acquired and held as
Treasury shares, as the Committee may from time to time determine.  In the event
that there is an increase  or decrease in the number of issued  shares of Common
Stock  by  reason  of  any  cause  such  as  a  stock   split,   reorganization,
recapitalization,  combination or exchange of stock, merger,  consolidation,  or
any other  change in the  corporate  structure  without  receipt  or  payment of
consideration  by the  Company,  the  number  of shares  of  Common  Stock  then
remaining for issue under the Plan shall, in each such event, be adjusted by the
Committee in proportion to the change in issued Common Stock resulting from such
cause.

5.       OFFERING DATE

         From time to time, but not more  frequently than once during any fiscal
year, the Committee may fix a date  (hereinafter  called an "Offering  Date") on
which the Company will make an offer  (hereinafter  called an "Offering") to all
employees then eligible to participate,  of options to purchase Common Stock. In
order to  participate  in any Offering,  an eligible  employee must complete and
file with the  Committee  a  Subscription  Agreement  and any other  papers pre-
scribed  by the  Committee  within  the time frame  specified  by the  Committee
following  such Offering Date (the  "Subscription  Date" as defined  below).  An
eligible  employee shall become a "Participant"  under this Plan upon the filing
of the Subscription  Agreement.  All Subscription  Agreements shall be dated and
shall be effective as of the  Subscription  Date. For the purposes of this Plan,
"Subscription  Date"  shall  mean  not less  than 14 days nor more  than 30 days
following each "Offering  Date" (or if that date is a Saturday,  Sunday or legal
holiday, then the next succeeding business day).

6.       METHOD OF PURCHASE AND PRICE DATE

         (a) A Participant  shall pay for the shares of Common Stock  subscribed
         for in his or her  Subscription  Agreement  by either of the  following
         methods:
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                  (i) By  electing  to  authorize  payroll  deductions  for  the
                  purchase  price of the shares,  to be made  beginning with the
                  first pay period  following the  Subscription  Date and ending
                  with the last  pay  period  that  ends on a day  preceding  or
                  coinciding with the Price Date; or

                  (ii) By  electing  to make,  on or before 10 days prior to the
                  Price Date, a lump-sum  payment for the purchase  price of the
                  shares.

         (b) Each offering  shall be for a specified  period of time to be fixed
         by the Committee on the Offering Date and shall be for no less than six
         months'  duration.  The last day ("Price Date") of such period shall be
         the date the Participant  shall become entitled to purchase such number
         of  whole  shares  of  Common  Stock as the  Participant's  accumulated
         payroll deductions or lump-sum deposits during the offering period will
         purchase,  at a price  equal  to (i) 85% of the  fair  market  value of
         shares of Common Stock on the Price Date or (ii) 85% of the fair market
         value of shares of Common Stock on the Subscription Date,  whichever is
         less.  The "fair  market"  value shall be the closing bid price of such
         shares on such date as  reported  on NASDAQ or the last sales  price of
         such shares on such date on any stock exchange on which such shares are
         traded;  and if there is no such sale on that date,  the last bid price
         prior  thereto at which  such  sales were  quoted on NASDAQ or the last
         sales price prior thereto at which such shares were traded on any stock
         exchange.

         (c) The number of shares which may be purchased by any  Participant  on
         the Price Date shall not exceed the lesser of the following:

                  (i) The  number  of  shares  of  Common  Stock  determined  by
                  dividing  $25,000 by the fair market value of the Common Stock
                  on the Subscription Date; or

                  (ii) The  number  of  shares of  Common  Stock  that  could be
                  purchased  on the  Price  Date if this  Section  6(c)  did not
                  otherwise apply and if the Participant's  accumulated  payroll
                  deductions  or lump-sum  payments  during the offering  period
                  were in an aggregate  amount equal to 5% of the  Participant's
                  Compensation   received  during  the   immediately   preceding
                  calendar  year.  The  salary  and/or  wages  component  of the
                  Participant's   Compensation   shall  be   annualized  if  the
                  Participant  was not  employed  by the  Company for the entire
                  preceding calendar year.

7.       PARTICIPANTS' ACCOUNTS

         There shall be maintained by the Company  individual  accounts for each
Participant.  All payroll deductions or lump-sum payments of a Participant shall
be credited to his or her account under the Plan. A Participant  may discontinue
participation  in the Plan as provided in Section 11, but no other change may be
made between the  Subscription  Date and the Price Date,  and,  specifically,  a
Participant  may not alter the rate of his or her  payroll  deductions  for that
Offering.
<PAGE>
8.       GRANTING OF OPTION

         On the date when a  Participant  executes and  delivers a  Subscription
Agreement  to the Company,  he shall be granted an option for as many  estimated
full  shares of Common  Stock as are  purchasable  with the  authorized  payroll
deductions  to be credited to his or her account  beginning on the  Subscription
Date and ending on the Price Date,  or with the  lump-sum  payment to be made by
the Participant.  Notwithstanding anything herein to the contrary, the Committee
will have the right,  on a uniform and  nondiscriminatory  basis, to establish a
maximum  limit for the number of shares which a Participant  may purchase  under
any given offering  under this Plan,  which limit shall be expressed in a dollar
amount. In no event shall such limit on the purchase of shares exceed the limits
otherwise provided in Section 6(c).

9.       EXERCISE OF OPTION

         (a) Unless a Participant  gives express written notice to the Committee
         as hereinafter  provided,  the Participant's option for the purchase of
         shares of Common  Stock will be  exercised  automatically  on the Price
         Date for the  purchase  of the  number of full  shares of Common  Stock
         which the payroll  deductions  or  deposits in his or her account  will
         purchase.

         (b) By  written  notice to the  Committee  at any time prior to a Price
         Date, a Participant  who has paid for the option by payroll  deductions
         pursuant  to  subsection  6(a)(i) or by  payment of a lump-sum  payment
         pursuant to  subsection  6(a)(ii),  may elect,  effective  at the Price
         Date, to exercise a portion of his or her option for a specified number
         of full  shares of Common  Stock less than the number of full shares of
         Common  Stock  which the  accumulated  payroll  deductions  or lump-sum
         deposits in the Participant's account will purchase,  the difference to
         be refunded without interest.

10.      DELIVERY

         As promptly as practicable after the termination of each Offering,  the
Company will deliver to each Participant,  as appropriate,  either the shares of
Common Stock  purchased  upon the exercise of his or her option  together with a
cash payment equal to the balance, without interest, of any payments credited to
the  Participant's  account  during  such  Offering  which  was not used for the
purchase of shares of Common Stock or a cash payment equal to the entire balance
credited to his or her account during such Offering, without interest, where the
Participant has withdrawn his or her subscription in accordance with Section 11.

11.      WITHDRAWAL

         (a) A Participant  may withdraw any sums credited to his or her account
         at any time  prior to a Price  Date by  giving  written  notice  to the
         Committee.  All of the  Participant's  lump-sum  deposits  and  payroll
         deductions  credited to his or her account will be paid promptly  after
         receipt  of notice of  withdrawal,  without  interest,  and no  further
         payroll  deductions will be made from the  Participant's  pay except in
         accordance with a new  Subscription  Agreement filed in accordance with
         Section 5.
<PAGE>
         (b) A Participant's withdrawal will not have any effect upon his or her
         eligibility to  participate in a succeeding  Offering or in any similar
         plan which may hereafter be adopted by the Company.

12.      COMMON STOCK

         (a) If the total number of shares of Common Stock for which options are
         to be  granted on any date in  accordance  with  Section 8 exceeds  the
         number of shares of Common Stock then  available  under the Plan (after
         deduction  of all shares of Common  Stock for which  options  have been
         exercised) the Committee shall make a pro rata allocation of the shares
         of Common Stock remaining available in a uniform and non-discriminatory
         manner.  In such event,  the payroll  deductions to be made pursuant to
         the  authorizations  therefor  shall  be  reduced  accordingly  and the
         Committee  shall give written notice of such reduction to each affected
         Participant.

         (b) Each  Participant  will have no interest in shares of Common  Stock
         covered  by his or her  Subscription  Agreement  until the  shares  are
         delivered to the Participant.

         (c) Shares of Common Stock to be delivered to a  Participant  under the
         Plan  will be  registered  in the name of the  Participant  or,  if the
         Participant so directs, by written notice to the Committee prior to the
         Price Date, in the names of the  Participant  and one such other person
         as may be designated by the  Participant,  as joint tenants with rights
         of survivorship, to the extent permitted by applicable law.

         (d) The shares of Common  Stock  delivered to a  Participant  under the
         Plan may not be sold for a period of one year  following the Price Date
         except  in  the  event  of  the  Participant's  financial  hardship  as
         determined  by the Committee  and may not be  transferred  for one year
         following  the Price  Date  except  in the  event of the  Participant's
         death.  The  certificates  representing  the  shares  of  Common  Stock
         delivered to the Participant  shall carry an appropriate  legend to the
         foregoing  effect.   The  shares  of  Common  Stock  delivered  to  the
         Participant  shall be  forfeited  to the  Company  in the  event of any
         failure to comply with the restrictions contained in this paragraph.

13.      ADMINISTRATION

         The Plan  shall be  administered  under the  direction  of a  Committee
appointed by the Board of Directors of Andrew Corporation consisting of three or
more persons.  The Committee  shall have the sole and complete  authority to (a)
determine  Offering Dates, (b) determine the number of shares of Common Stock to
be subject to an Offering under the Plan, (c) determine the terms and conditions
on which an Offering  shall be made under the Plan,  (d) prescribe the forms and
terms  of  instruments  for   Participants'   Common  Stock   subscriptions  and
beneficiary designations and (e) establish from time to time regulations for the
administration  of the  Plan,  interpret  the Plan  and make all  determinations
necessary or advisable for the  administration  of the Plan,  all subject to its
express limitations and other provisions.
<PAGE>
14.      DESIGNATION OF BENEFICIARY

         A  Participant  may file a  written  designation  of a  beneficiary  or
beneficiaries who are to receive any of the benefits under this Plan in the form
of shares of Common Stock and/or cash in the event of such Participant's  death,
whether  before or after exercise of his or her options and prior to delivery of
such benefits.  Such designation of beneficiary or beneficiaries  may be changed
by  the  Participant  at any  time  by  written  notice.  Upon  the  death  of a
Participant  and upon  receipt by the  Committee  of proof of the  identity  and
existence at the Participant's  death of a beneficiary validly designated by the
Participant,  the Committee shall deliver such benefits to such beneficiary.  In
the event of the death of a  Participant  and in the  absence  of a  beneficiary
validly   designated  under  the  Plan  who  is  living  at  the  time  of  such
Participant's  death,  the Committee shall deliver such benefits to the executor
or  administrator  of the estate of the  Participant,  or if no such executor or
administrator  has been  appointed  (to the  knowledge  of the  Committee),  the
Committee, in its discretion,  may deliver such benefits to the spouse or to any
one or  more  dependents  or  relatives  of the  participant,  or if no  spouse,
dependent  or relative is known to the  Committee,  then to such other person as
the Committee may designate. No designated beneficiary shall, prior to the death
of the Participant by whom he has been designated,  acquire any interest in such
benefits credited to the Participant under the Plan.

15.      TRANSFERABILITY

         Neither sums credited to the Participant's  account nor any rights with
regard to the  exercise of an option or to receive  shares of Common Stock under
the Plan may be  assigned,  transferred,  pledged or otherwise  hypothecated  or
disposed  of in any way by the  Participant  other  than by will and the laws of
descent and distribution. Any such attempted assignment, transfer, pledge or any
other  hypothecation  or  disposition  shall be without  effect  except that the
Committee may treat such act as an election to withdraw funds in accordance with
Section 11.

16.      ACCOUNTS

         Any payroll  deductions or lump-sum  deposits received by the Committee
shall be reflected in book entries  maintained  by the Company,  which  accounts
shall be kept in  accordance  with  generally  accepted  accounting  principles;
separate accounts shall be maintained for each Participant reflecting his or her
currently  accrued  payroll  deductions  or  lump-sum  deposits  under  any then
existing Offering.

17.      TERMINATION OR AMENDMENT

         The Board of Directors of Andrew  Corporation may at any time terminate
or amend the Plan. No such termination shall affect options  previously  granted
and exercised,  nor shall an amendment make any change in any option theretofore
granted which would adversely affect the rights of any Participant. Moreover, no
amendment  shall be made without prior  approval of the  shareholders  of Andrew
Corporation if such amendment would:
<PAGE>
         (a) Require the sale of more shares of Common Stock than are authorized
         under Section 4 of the Plan;

         (b) Change the class of employees eligible to participate in the Plan;

         (c) Withdraw the direction of the administration of the Plan from the
         Committee;

         (d) Permit payroll  deductions or lump-sum deposits at a rate in excess
         of 10% of a  Participant's  Compensation  received  during  the  period
         between the Subscription Date and the Price Date; or

         (e) Permit purchase of Common Stock by the Participant at a price lower
         than 85% of the fair market value at the Subscription Date or the Price
         Date.

18.      NOTICE

         All notices or other  communications  by a Participant to the Committee
under or in  connection  with the Plan  shall be deemed to have been duly  given
when  received by the  Committee or when  received in the form  specified by the
Committee at the  location,  or by the person,  subsequently  designated  by the
Committee  for the  receipt  thereof  as  given in the  applicable  Subscription
Agreement.

19.      EFFECT OF TERMINATION OF EMPLOYMENT

         If a  Participant  ceases to be  employed by the Company for any reason
other than death,  the Participant  shall be permitted  within a period of three
months next succeeding  such cessation of employment,  and in no event after the
Price  Date,  to  exercise  his or her  option.  In the event an option  expires
without  having  been first  exercised,  or is barred from  exercise,  all funds
credited to a Participant's account shall be refunded without interest.

20.      EFFECTIVE DATE AND TERM OF THE PLAN

         The 1994  Andrew  Employee  Stock  Purchase  Plan was  approved  by the
stockholders  of the Company at the annual  meeting on  February  2, 1994.  This
Amended  and  Restated  Andrew   Employee  Stock  Purchase  Plan,   which  is  a
continuation of the 1994 Andrew Employee Stock Purchase Plan, was adopted by the
Board of  Directors  on November  12, 1998 and will  continue in effect  through
February 1, 2009, unless sooner terminated.

21.      RIGHT OF PERSONAL REPRESENTATIVE TO PURCHASE SHARES

         In the event of the death of a  Participant  while in the employ of the
Company prior to the Price Date,  and while an option  remains  outstanding  and
unexercised,  the Participant's  beneficiary (or the personal  representative of
such  Participant if such  beneficiary  has  predeceased  the Participant and no
alternate  beneficiary has been designated by the Participant) shall be entitled
to purchase so much of the Common Stock as the Participant shall have subscribed
to purchase under his or her  Subscription  Agreement,  and shall be entitled to
make a lump-sum payment (giving credit for prior payroll deductions  withheld or
other deposits made for such purposes) for such Common Stock within three months
after  the  death  of such  Participant,  by  providing  written  notice  to the
Committee  requesting  exercise of such option and making such  payment in cash.
The  Committee  reserves  the right to require  evidence  satisfactory  to it as
evidence of the beneficiary's or personal  representative's  status as such with
regard to the former Participant.
<PAGE>
22.      LOAN

         The Company shall not, either directly or indirectly, lend money to any
person for the  purpose of  assisting  such  person to acquire  shares of Common
Stock issued upon the exercise of any option granted under the Plan.

23.      USE OF PROCEEDS

         Proceeds from the sale of Common Stock pursuant to the options  granted
under this Plan shall constitute general funds of Andrew Corporation.

24.      NON-EXCLUSIVITY OF THE PLAN

         Neither the  adoption of this Plan by the Board of  Directors of Andrew
Corporation  nor the  submission  of the  Plan  to the  shareholders  of  Andrew
Corporation  for approval shall be construed as creating any  limitations on the
power of the  Board of  Directors  of Andrew  Corporation  to adopt  such  other
incentive  arrangements as it may deem desirable,  including without limitation,
the granting of stock  options  otherwise  than under this Plan,  and such other
incentive  arrangements may be either generally applicable or applicable only in
specific cases.

25.      NON-INTERFERENCE WITH EMPLOYMENT RELATIONSHIP

         This Plan,  and the options  granted  pursuant to it,  shall not confer
upon any employee who is a Participant any right with respect to continuation of
employment  by the  Company,  and  neither  the Plan nor any such  option  shall
interfere in any way with the  Participant's or the Company's right to terminate
the Participant's employment at any time.