ALLEN TELECOM INC
EX-10.6 AMENDMENT 1 TO EXECUTIVE BENEFIT PLAN
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<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>l96719aexv10w6.txt
<DESCRIPTION>EX-10.6 AMENDMENT 1 TO EXECUTIVE BENEFIT PLAN
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                                                                    EXHIBIT 10.6


                                 AMENDMENT NO. 1
                                     TO THE
                               ALLEN TELECOM INC.
                             EXECUTIVE BENEFIT PLAN

As Amended and Restated Effective June 16, 1999



                  WHEREAS, the Allen Telecom Inc. Executive Benefit Plan (the
"Plan") was amended and restated effective June 16, 1999;

                  WHEREAS, Allen Telecom Inc. reserved the right, pursuant to
Article 6 of the Plan, to further amend the Plan.

                  NOW THEREFORE, the Plan is hereby amended as follows,
effective as of the date of execution of this Amendment:

                                    SECTION 1

                  Section 4.2 of the Plan is hereby amended in its entirety to
read as follows:

         "4.2     EMPLOYER BENEFIT.

         (a)      Eligibility. The Participant's Employer shall be entitled to
                  an Employer Benefit (i) if and to the extent a Participant
                  forfeits his or her Change in Control Benefit under Section
                  3.2 above and (ii) upon the allocation of any gain to the
                  Reserve Account in accordance with Section 8.3(a)(iii) below.

         (b)      Benefit and Payment. The "Employer Benefit" shall be (i) a
                  distribution of the dollar amount that is allocated to the
                  Participant's Account as of the date of the event described in
                  Section 3.2 above, after taking into account any distributions
                  made or to be made in accordance with Section 4.1 above, plus
                  any earnings allocated to that account from that date to the
                  date of payment of the Employer Benefit and (ii) a
                  distribution of any gain allocated to the Reserve Account in
                  accordance with Section 8.3(a)(iii) below. This benefit shall
                  be paid to the Participant's Employer by December 31 of the
                  Plan Year following that event."



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                                    SECTION 2

                  Section 6.3 of the Plan is hereby amended in its entirety to
read as follows:

         "6.3     TERMINATION OF PLAN AGREEMENT. Absent the earlier termination,
                  modification or amendment of the Plan, or a Participant's
                  Forfeiture of his or her benefits under this Plan, the Plan
                  Agreement of any Participant shall terminate upon the full
                  payment of the Participant's Change in Control Benefit under
                  Section 4.1 or an Employer Benefit with respect to the
                  Participant under Section 4.2(b)(i)."

                                    SECTION 3

                  The first sentence of Section 8.3(a)(iii) of the Plan is
hereby amended in its entirety to read as follows:

         "A "Reserve Account" to which shall be allocated (A) all cash, cash
         surrender value on Policies or other assets of the Trust not allocated
         to a Participant's Account or the Administrative Account, and (B) any
         gain described in this subsection."

                                    SECTION 4

                  The first sentence of Section 8.3(b) of the Plan is hereby
         amended in its entirety to read as follows:

         "Prior to a Change in Control, the Committee shall, in its sole
         discretion, direct the Trustee in writing as to the allocation of (i)
         the Employers' contributions to the Participant's Accounts and the
         Administrative Account , (ii) the earnings on the amounts held in the
         Participant's Accounts, the Administrative Account and the Reserve
         Account, and (iii) the amounts allocated to the Reserve Account in
         accordance with Section 8.3(a)(iii)."


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                  IN WITNESS WHEREOF, the Company has caused this Amendment
No. 1 to be executed this _____ day of _____________, 2002.


                                            ALLEN TELECOM INC.

                                            By:_______________________________
                                               Title:


                                            And:______________________________
                                                Title:



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