Exhibit 10.2

ANDREW CORPORATION  MANAGEMENT INCENTIVE PROGRAM    As approved by the Board of Directors on November 18, 1999  and by the Stockholders on February 8, 2000  As further amended by the Board of
Directors on November 14, 2002  and by the Stockholders on February 11, 2003

|1  |  | Purposes of the Program                          |  | 2                                   
|-- |  | ------------------------------------------------ |  | ------------------------------------
|2. |  | Definitions                                      |  | 2                                   
|3. |  | Administration                                   |  | 3                                   
|   |  | 3.1.                                             |  | Committee                           
|   |  | 3.2.                                             |  | Committee Authority                 
|4. |  | Common Stock Subject to the Program; Adjustments |  | 3                                   
|   |  | 4.1.                                             |  | Shares Authorized                   
|   |  | 4.2.                                             |  | Adjustments                         
|5. |  | Long-Term Incentives                             |  | 4                                   
|   |  | 5.1.                                             |  | Grants of Long-Term Incentives.     
|   |  | 5.2.                                             |  | Stock Awards                        
|   |  | 5.3.                                             |  | Options                             
|   |  | 5.4.                                             |  | Performance Units                   
|   |  | 5.5.                                             |  | Termination of Employment           
|6. |  | Change-in-Control                                |  | 6                                   
|7. |  | General Provisions                               |  | 6                                   
|   |  | 7.1.                                             |  | No Employment Rights Conferred      
|   |  | 7.2.                                             |  | Acceptance of Program               
|   |  | 7.3.                                             |  | Withholding                         
|   |  | 7.4.                                             |  | Non-Transferability; Exceptions     
|   |  | 7.5.                                             |  | No Segregation; No Property Interest
|   |  | 7.6.                                             |  | Certain Forfeitures                 
|   |  | 7.7.                                             |  | Governing Law                       
|8. |  | Amendment or Termination of Program              |  | 7                                   

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ANDREW CORPORATION  MANAGEMENT INCENTIVE PROGRAM

1.     Purposes of the Program

The purposes of the Management Incentive Program are to assist the Company in attracting and retaining individuals of outstanding competence, and to provide
performance incentives for officers, executives and other key personnel.

2.     Definitions

"Beneficiary": A person or entity (including a trust or the estate of the Key Employee) designated by the Key Employee to succeed to any rights that he or she may
have in Long-Term Incentives at the time of death. No such designation, or any revocation or change thereof, shall be effective unless made in writing by the Key Employee on a form
provided by the Company and delivered to the Company prior to the Key Employee's death. If, on the death of a Key Employee, there is no living person or entity in existence so designated, the term
"Beneficiary" shall mean the legal representative of the Key Employee's estate.

"Board":
The Board of Directors of the Company.

"Change-in-Control":
Any of the following: (i) the merger or consolidation of the Company with any other corporation following which the holders of Common
Stock immediately prior thereto hold less than 60% of the outstanding common stock of the surviving or resulting entity; (ii) the sale of all or substantially all of the assets of the Company
to any person or entity other than a wholly owned subsidiary; (iii) 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 outstanding Common Stock; or (iv) those individuals who, as of the close of the most recent annual meeting of the Company's stockholders, are members of the Board (the
"Existing Directors") cease for any reason to constitute more than 50% of the Board. 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 Securities Exchange Act of 1934 or other
actual or threatened solicitation of proxies by or on behalf of anyone other than the Board, including by reason of any agreement intended to avoid or settle any election proxy contest.

"Committee":
The Compensation Committee of the Board or such other committee designated by the Board to administer the Program pursuant to the provisions of Section 3.1.

"Code":
The Internal Revenue Code of 1986, as amended.

"Common
Stock": The common stock, $.01 par value, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Section 4.

"Company":
Andrew Corporation, a Delaware corporation, and its successors and assigns.

"Disability":
Eligible for Social Security disability benefits or disability benefits under the Company's long-term disability plan, based upon a determination by the
Committee that the condition arose prior to termination ofemployment.

"Incentive
Stock Option": A form of stock option that is defined in Code Section 422.

"Key
Employee": An employee of the Company or of a subsidiary thereof regularly employed on a full-time basis, including an officer or director if he or she is such an
employee, who, in the opinion of the Committee, is in a position to make significant contributions to the earnings of the Company.

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"Long-Term
Incentive": An award in one of the forms provided for in Section 5.

"Market
Value": As of any date, the average of the high and low sale prices of the Common Stock on such date as reported on the Nasdaq National Market system or, if no such sales were
reported for such date, on the next preceding date for which such sales were reported.

"Option":
An option to purchase shares of Common Stock granted under Section 5.3.

"Performance
Unit": A contingent right granted pursuant to Section 5.4 to receive a cash award or shares of Common Stock.

"Program":
This Management Incentive Program, as from time to time amended.

"Restricted
Stock": Shares of Common Stock subject to restrictions.

"Retirement":
The termination of a Key Employee's employment with the Company and its subsidiaries for retirement purposes if such termination (i) occurs on or after his or her
sixty-fifth birthday; or (ii) occurs on or after his or her fifty-fifth birthday with the written consent of the Chief Executive Officer of the Company or, in the case of the Chief Executive
Officer's retirement, with the consent of the Committee.

"Stock
Award": An award granted pursuant to Section 5.2.

3.     Administration

3.1.Committee.The Program shall be administered by a committee of three or more persons selected by the Board
from its own membership, which shall be the Compensation Committee of the Board unless the Board designates another committee. No person shall be appointed to or shall serve as a member of the
Committee unless at the time of such appointment and service he or she shall be a "non-employee director," as defined in Rule 16b-3 under the Securities
Exchange Act of 1934. To the extent required to comply with Code Section 162(m) and the related regulations, each member of the Committee shall qualify as an "outside director" as defined
therein.

3.2.Committee Authority.The Committee shall have full power and authority to (i) interpret and
administer the Program, (ii) adopt rules and regulations for its administration, (iii) designate the Key Employees to receive grants under the Program, (iv) determine the amount
to be granted to each Key Employee and (v) determine the conditions, form, manner, time and terms of payment or grants of Long-Term Incentives. All action taken by the Committee
shall be final, binding and conclusive on the Company, all Key Employees and other employees, their Beneficiaries, successors and assigns, and on all other persons claiming under or through any of
them.

4.     Common Stock Subject to the Program; Adjustments

4.1.Shares Authorized.Subject to Section 4.2, the shares of Common Stock that may be issued or
transferred under the Program shall not exceed 8,000,000. Such shares may be authorized but unissued shares of Common Stock, shares of treasury stock or shares purchased for the Program. Any shares of
Common Stock withheld or surrendered to pay withholding taxes pursuant to Section 7.3 or surrendered in full or partial payment of the exercise price of an Option pursuant to Section 5.3
shall be added to the shares of Common Stock available for issuance or transfer. If any shares of Common Stock subject to Long-Term Incentives are not issued or transferred for any reason,
or if any such shares are issued or transferred and are subsequently reacquired by the Company because of a Key Employee's failure to comply with the terms of such Long-Term Incentive, the
shares not so issued or transferred or reacquired shall not be charged against the maximum limitation set forth above and may again be made subject to Long-Term Incentives.

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4.2.Adjustments.The Committee shall make or provide for appropriate adjustments in the number and type of
shares to be made available, the number of shares allotted to an individual and the option price per share, to give effect to any changes in capitalization or classification, including stock splits,
stock dividends, offering of rights to subscribe or convert to shares of Common Stock, or any merger, consolidation or other reorganization.

5.     Long-Term Incentives

5.1.Grants of Long-Term Incentives.



5.2.Stock Awards.Long-Term Incentives granted as Stock Awards may be in the form of Restricted
Stock or a commitment to issue or transfer Common Stock and shall contain such terms and conditions as the Committee determines, including forfeiture provisions and restrictions on transfer. Upon the
issuance or transfer of Common Stock pursuant to a Stock Award, the Key Employee shall be entitled to receive dividends, to vote and to exercise all other rights of a stockholder as to such Common
Stock except to the extent otherwise specifically provided in the Stock Award. If the Committee intends the Restricted Stock granted to any Key Employee to satisfy the performance-based compensation
exemption under Code Section 162(m) ("Qualifying Restricted Stock"), the extent to which the Qualifying Restricted Stock will vest shall be based on the attainment of performance goals
established in writing prior to commencement of the performance period by the Committee from the list in Section 5.4(b). The level of attainment of such performance goals and the corresponding
number of shares of vested Qualifying Restricted Stock shall be certified by the Committee in writing pursuant to Code Section 162(m) and the related regulations.

5.3.Options.Long-Term Incentives granted as Options shall be subject to the following provisions:



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6.     Change-in-Control

In the event of a Change-in-Control, all Long-Term Incentives shall vest and the maximum value of each Key Employee's
Performance Units, prorated for the number of full months of service completed by the Key Employee during the applicable performance period, shall immediately be paid in cash to the Key Employee.
Options that become vested upon a Change-in-Control may be exercised only during the 90 days immediately thereafter.

7.     General Provisions

7.1.No Employment Rights Conferred.Neither the adoption of this Program nor its operation, nor any booklet or
other document describing or referring to this Program, or any part thereof, shall confer upon any employee any right to continue in the employ of the Company or any subsidiary thereof or shall in any
way affect the right and power of the Company or any subsidiary to dismiss or otherwise terminate the employment of any employee at any time for any reason with or without cause.

7.2.Acceptance of Program.By accepting any benefits under the Program, each Key Employee and each person
claiming under or through a Key Employee shall be conclusively deemed to have indicated his or her acceptance of all provisions of the Program and his or her consent to any action or decision under
the Program by the Company, the Board or the Committee.

7.3.Withholding.The Company may withhold, or allow a Key Employee to remit to the Company, any Federal, state
or local taxes applicable to any grant, exercise, vesting, distribution or other event giving rise to income tax liability with respect to a Long-Term Incentive. In order to satisfy all or
a portion of the income tax liability that arises with respect to a Long-Term Incentive, a Key Employee may elect to surrender Common Stock held by the Key Employee or to have the Company
withhold Common Stock that would otherwise be issued pursuant to the exercise of an Option or in connection with any other Long-Term Incentive, but any withheld Common Stock and any
surrendered Common Stock held by the Key Employee for less than six months, may be used only to satisfy the minimum tax withholding required by law.

7.4.Non-Transferability; Exceptions.Except as hereinafter provided, no Long-Term
Incentive may be assigned, transferred or subjected to any encumbrance, pledge or charge of any nature; provided that a Key Employee may designate a Beneficiary to receive a Long-Term
Incentive in the event of the Key Employee's death. Under such procedures as the Committee may establish, Long-Term Incentives may be transferred by gift to members of a Key Employee's
immediate family (i.e., children, grandchildren and spouse) or to one or more trusts for their benefit or to partnerships in which such family members and the Key Employee are the only partners,
provided that (i) any agreement governing such Long-Term Incentives expressly so permits or is amended to so permit, (ii) the Key Employee does not receive any consideration
for such transfer, and (iii) the Key Employee provides such documentation or information concerning any such transfer or transferee as the Committee may reasonably request. Any transferred
Long-Term Incentives shall be subject to the same terms and conditions that applied immediately prior to their transfer. In no event shall such transfer rights apply to any Incentive Stock
Option.

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7.5.No Segregation; No Property Interest.Nothing in this Program shall require the Company to segregate or set
aside any funds or other property for the purpose of paying a Long-Term Incentive. No Key Employee, Beneficiary or other person shall have any right, title or interest in any amount
awarded under the Program prior to payment thereof, or in any property of the Company or any affiliated corporation.

7.6.Certain Forfeitures.Except for a Long-Term Incentive that has vested pursuant to
Section 6, the Committee may declare a Long-Term Incentive, whether vested or unvested, to be forfeited if the Key Employee or former Key Employee competes with the Company or
engages in conduct that, in the opinion of the Committee, adversely affects the Company.

7.7.Governing Law.The Program, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Illinois.

8.     Amendment or Termination of Program

This Program may be amended or terminated by the Board at any time, provided that, without the approval of the stockholders of the Company, no amendment that
increases the maximum number of shares of Common Stock that may be subject to Long-Term Incentives shall be effective. No amendment or termination of the Program or any portion thereof
shall, without the consent of a Key Employee, adversely affect any award previously made or any other rights previously granted to such Key Employee.

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