ANDREW CORPORATION                

                   EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT


         THIS AGREEMENT made as of 1 January 1999, between Andrew Corporation,
a Delaware corporation (the "Company"), and John E. DeSana (the "Executive").

                              W I T N E S S E T H:

         1.  Participation.  The Executive has been designated as a participant
in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by the 
Compensation Committee of the Board of Directors of the Company.

         2.  Plan Benefits.  The Executive agrees to be bound by the provisions
of the Plan, including those provisions which relate to his eligibility to
receive benefits and to the conditions affecting the form, manner, time and 
terms of benefit payments under the Plan, as applicable.  The Executive
understands and acknowledges that his benefit may be reduced pursuant to 
Section 10 of the Plan in order to eliminate any "excess parachute payments" as 
defined under Section 4999 of the Internal Revenue Code of 1954, as amended.  
The Executive may elect to receive his Plan benefits in  installment  payments,
as provided under Section 9 of the Plan, by signing the statement included on 
page three of this Agreement.  The Executive may make an election to receive
installment payments, or may revoke any such election, at any time prior to the 
date which is ten days prior to the date on which a Change in Control is deemed 
to have occurred; provided that any election subsequent to the execution of this
Agreement or any revocation shall be in writing and shall be subject to the 
approval of the Compensation Committee.

         3.  Federal and State Laws.  The Executive shall comply with all 
federal and state laws which may be applicable to his participation in this
Plan, including without limitation, his entitlement to, or receipt of, any 
benefits under the Plan.  If the Executive is subject to the provisions of 
Section 16(b) of the Securities Exchange Act of 1934 as amended and in effect at
the time of any Plan benefit payment, he shall comply with the provisions of 
Section 16(b), including any applicable exemptions thereto, whether or not such
provisions and exemptions apply to all or any portion of his Plan benefit 
payments.

         4.  Amendment and Termination.  The Board of Directors may amend, 
modify, suspend or terminate the Plan or this Agreement at any time, subject to
the following:

         (a)  without the consent of the Executive, 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 pursuant to Section 5 of the 
              Plan, no such amendment, modification, suspension or termination 
              of benefits, and eligibility therefore, will be effective prior to
              the expiration of the 48-consecutive-month period following the 
              date of the Change in Control.
<PAGE>

         5.  Beneficiary.  The Executive hereby designates his primary 
beneficiary(ies) as Patricia J. DeSana, who will receive any unpaid benefit 
payments in the event of the Executive's death prior to full receipt thereof.  
In the event that the primary beneficiary(ies) predeceases the Executive, his 
unpaid benefits shall be paid to Stephanie Marie Chang as secondary 
beneficiary(ies).  If more than one primary or secondary beneficiary has been 
indicated, each primary beneficiary or, if none survives, each secondary 
beneficiary will receive an equal share of the unpaid benefits unless the 
Executive indicates specific percentages next to the beneficiaries' names.  
Except as required by applicable law, the Executive's beneficiary or 
beneficiaries shall not be entitled to any medical, life or other insurance-type
welfare benefits.

         6.  Arbitration.  The Executive agrees to be bound by any determination
rendered by arbitrators pursuant to Section 11 of the Plan.

         7.  Employment Rights.  The Plan and this Agreement shall not be 
construed to give the Executive the right to be continued in the employment of 
the Company or to give the Executive any benefits not specifically provided by 
the Plan.

         IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to be 
executed and the Executive has executed this Agreement, both as of the day and 
year first above written.

                               ANDREW CORPORATION

/s/ John E. DeSana                             By: /s/ F.L. English
__________________________                         ______________________
    John E.DeSana                                      F. L. English
    Group President                                    Chairman, President and
    HELIAX7 Cables and Accessories                     Chief Executive Officer




ELECTION OF INSTALLMENTS


         I hereby elect to receive my Plan benefits in installment payments 
pursuant to the terms of Section 9 of the Plan.


                                               /s/ John E. DeSana
                                      _________________________________________
                                                   John E. DeSana