THE ANDREW CORPORATION

                                STOCK OPTION PLAN

                           FOR NON-EMPLOYEE DIRECTORS




                    As approved by the Board of Directors of
                   Andrew Corporation on December 18, 1987 and
                     submitted to the Stockholders of Andrew
                        Corporation on February 4, 1988.

                        As later amended and approved by
                     the Stockholders of Andrew Corporation
                   on February 5, 1992 and February 11, 1997.
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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 been at any time within the preceding three years, 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 675,000  (100,000
shares,  as adjusted to date  pursuant to Section 7),  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  675,000,
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.  Beginning  with the  Board  meeting
following the February 11, 1997 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.
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        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.

        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.     Nontransferability.  An Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or
under the laws of descent and distribution.  An Option may be exercised, during
the lifetime of the Optionee, only by such Optionee.

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.

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. Subject to the last
sentence  of this  Section  15,  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);
change any  provision  as to the class of persons to whom Options may be granted
or the number of shares  for which  Options  are to be  granted  to any  person;
reduce the minimum  option price for an Option below 100% of the Market Value of
the Common Stock subject  thereto on the date of grant;  increase the period for
exercising  any  Option  beyond  ten  years  from the date of  grant;  or change
provisions  relating  to the  exercise  of  Options  set  forth in  Section  10.
Notwithstanding  anything to the  contrary in this Section 15, the terms of this
Plan may not be amended  more than once every six months,  other than to comport
with changes in the  Internal  Revenue  Code,  the  Employee  Retirement  Income
Security Act of 1974, or the rules thereunder.