Charter of the Compensation and Human Resources Committee of the Board of Directors

I. PURPOSE

The Compensation and Human Resources Committee establishes compensation policies, plans, and performance goals, as well as specific compensation levels, for Andrew directors and corporate officers. The Committee annually manages the Board's evaluation of the CEO. The Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to succession planning as well as overall compensation and human resource policies for all Andrew employees, including adequacy and competitiveness of Andrew benefits, diversity programs, and other key human resources policies and procedures. The Committee is responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.

II. ORGANIZATION AND MEMBERSHIP

1.       The Committee will be comprised solely of at least three independent directors designated annually in February by the Board upon the recommendation of the Corporate Governance and Nominating Committee. Members of the Compensation and Human Resources Committee will be considered independent if they meet the criteria for independence required by NASDAQ. Members of the Committee may be replaced at the discretion of the Board.

2.       The Committee has the sole authority and responsibility to retain independent compensation consultants, counsel, accountants, and other advisors at the expense of the Company and shall have the sole authority to approve the fees and other retention terms of such advisors.

3.       The Committee may form and delegate authority to subcommittees when appropriate.

4.       The Committee will regularly meet in executive session.

III. RESPONSIBILITIES AND DUTIES

In carrying out its responsibilities, the Committee believes that its policies and procedures should remain flexible in order to react to changing conditions and to ensure the effective oversight of the Company's compensation and human resource programs. Specific responsibilities and duties of the Committee include:

Officers

1.       Approve the organization of senior corporate management, including the roles of Chairman, Vice Chairman, President, Chief Executive Officer, and Chief Operating Officer. One or more of the foregoing titles may be unfilled at any time.

2.       Recommend to the Board the annual slate of officers for election following the Annual Stockholders' Meeting.

3.       Establish procedures for senior management succession planning and, in general, monitor succession planning at all management levels.

4.       Review qualifications of new corporate officer candidates and recommend them to the Board for approval.

5.       Review performance of senior management with the CEO as appropriate, and provide advice to the CEO regarding performance, retention, and termination issues when necessary.

6.       Lead discussions with all independent directors, on a regular basis, regarding performance of the CEO and other senior executives.

Compensation

1.       Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance relative to those goals and objectives, and recommend to the Board the CEO's compensation levels based on this evaluation, including cash bonuses and awards under long term incentive plans.

2.       Annually review and make recommendations to the Board with respect to the compensation of all corporate officers (elected by the Board) including awards, pursuant to incentive compensation plans and equity-based plans. Also annually review compensation plans that apply to non-elected officers who report to corporate officers.

3.       Annually review and approve, for the CEO and the corporate officers, annual base salary, annual incentive opportunity, long-term incentive opportunity, employment and severance arrangements, change in control arrangements and provisions, and any special or supplemental benefits, in each case when and as appropriate. Review and approve any officer severance agreement outside of normal practice.

4.       Annually review and make recommendations to the Board with respect to the compensation of all non-management directors, including the Chairman (if different from the CEO and not a member of management), including cash compensation, per-meeting fees, expense reimbursement policies, and awards pursuant to incentive and equity-based compensation plans. A majority of the Board's independent directors must approve the recommendation. It is the company's policy that directors not be paid consulting or similar fees by the Company, and any exception to this policy would require the approval of the Committee.

5.       Review and recommend to the Board approval of other management participants in stock-based compensation programs and the awards.

Stock-Based Compensation Plans

1.       Recommend the terms of, and any amendments to, any stock option program adopted by the Board and stockholders, including the number of shares reserved for issuance under the plan.

2.       Establish any other form of stock-based compensation program permitted by the management incentive plan then in effect, such as restricted stock grants and stock appreciation rights.

3.       Recommend to the Board stock-ownership guidelines for officers and directors and monitor compliance with the guidelines.

Other Benefit Programs

1.       Recommend to the Board the terms of the Employee Retirement Benefit Restoration Plan and the Executive Severance Benefit Plan. Administer and select participants for these plans.

2.       Periodically review the Company's other major benefit plans offered to all employees, such as medical coverage and retirement plans.

General

1.       Make regular reports to the Board.

2.       Attempt to ensure that Company compensation policies comply with section 162(m) of the Internal Review Code, permitting deductibility of compensation to any individual in excess of $1,000,000.

3.       As a matter of policy, the Company does not loan money to officers or directors.

4.       As a matter of policy, the Company does not grant employment contracts except where required by local business practice or labor law.

5.       Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

6.       Annually review, edit, and approve the "Report of the Compensation Committee" for the Proxy Statement.

7.       Review the Company's Human Resources policies and practices and monitor performance of the Company's Human Resources Department. As part of this review, the Committee will periodically assess the Company's progress in obtaining and retaining a diverse workforce.

8.       Recommend to the Board the appointment of the Andrew Profit Sharing Trust Committee and any other benefit-plan trustees required to be appointed by the Board.

9.       Periodically review hiring and termination policies, procedures, and practices to ensure compliance with all legal and regulatory requirements of state and U.S. Government.

Revised 2/14/05