0000950137-06-006480 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 1st, 2006 • Andrew Corp • Drawing & insulating of nonferrous wire

SECOND AMENDMENT, dated as of May 30, 2006, to the Rights Agreement, dated as of November 14, 1996, as amended by the First Amendment to the Rights Agreement dated as of October 26, 2005, by and between Andrew Corporation (the “Company”) and Computershare Investor Services LLC as successor Rights Agent (the “Rights Agent”) (as heretofore amended, the “Rights Agreement”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG ADC TELECOMMUNICATIONS, INC., HAZELTINE MERGER SUB, INC. AND ANDREW CORPORATION DATED AS OF MAY 30, 2006
Merger Agreement • June 1st, 2006 • Andrew Corp • Drawing & insulating of nonferrous wire • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 30, 2006, by and among ADC Telecommunications, Inc., a Minnesota corporation (“ADC”), Hazeltine Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ADC (“Merger Sub”), and Andrew Corporation, a Delaware corporation (“Andrew”).

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