EXECUTIVE SEVERANCE BENEFIT AGREEMENT

                     BETWEEN GLENAYRE TECHNOLOGIES, INC. AND

                                   BRUCE BALES



      THIS EXECUTIVE SEVERANCE BENEFIT AGREEMENT (this "Agreement") is made and

entered into as of the 28TH DAY OF APRIL 2004 by and between GLENAYRE

TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and BRUCE BALES (the

"Executive").



                              Statement of Purpose



      It is important to the success of the Company that it continues to have

the benefit of the services of experienced management personnel such as the

Executive. It is therefore desirable and in the best interest of the Company

that, in the event of any prospective change in control of the Company, the

Executive can exercise independent judgment for the best interests of the

Company and its shareholders, without concern for the security of the

Executive's own continued employment with the Company. For such purpose, the

Company and the Executive are entering into this Agreement to provide

compensation to the Executive in certain events in accordance with the terms

hereof.



      NOW, THEREFORE, in consideration of the Statement of Purpose and the

mutual covenants and agreements hereinafter set forth, the Company and the

Executive do hereby agree as follows:



      1.Definitions and Construction.



      (a) Definitions. As used herein, the following terms shall have the

following meanings:



      "Board" means the Board of Directors of the Company.



      "Cause" means (1) dishonesty or fraud on the part of the Executive which

is intended to result in the Executive's substantial personal enrichment at the

expense of the Company or its affiliates; (2) a material violation of the

Executive's responsibilities as an executive of the Company or its subsidiaries

which is willful and deliberate; or (3) the conviction (after the exhaustion of

all appeals) of the Executive of a felony involving moral turpitude or the entry

of a plea of nolo contendere for such a felony. However, "Cause" shall not

include (i) any personal or policy disagreement between the Executive and the

Company or any member of the Board or (ii) any action taken by the Executive in

connection with the Executive's duties if the Executive acted in good faith and

in a manner the Executive reasonably believed to be in the best interest of the

Company and had no reasonable cause to believe the Executive's conduct was

unlawful.



      "Change in Control" means any of the following:



            (A) the acquisition, directly or indirectly after the date of this

      Agreement, in one or a series of transactions, of 25% or more of the

      Company's common stock by any "person" as that term is defined in Section

      13(d)(3) of the Exchange Act;



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            (B) the consummation of a merger, consolidation, share exchange or

      similar transaction of the Company with any other corporation, entity or

      group, as a result of which the holders of the voting capital stock of the

      Company as a group would receive less than 50% of the voting capital stock

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