EXHIBIT 10.2

                             AMENDMENT OF
                SUPPLEMENTAL PENSION BENEFIT AGREEMENT

                  THIS AMENDING AGREEMENT made as of the ___ day of
_____________, 2002 by and between ALLEN TELECOM INC., a Delaware Corporation,
("Allen") having its principal executive offices at Beachwood, Ohio, and J.
CHISHOLM LYONS, of Burlington, Ontario, Canada ("Lyons").

RECITALS

                  A. Allen maintains a retirement plan for employees designated
as the Allen Telecom Inc. Corporate Retirement Plan (the "Pension Plan"), which
is intended to meet the requirements of a "qualified plan" under the Internal
Revenue Code of 1986, as amended (the "Code"); and

                  B. Allen and Lyons have previously entered into a Supplemental
Pension Benefit Agreement, dated as of December 6, 1983 (the "Pension
Agreement") as amended as of December 20, 1990, and as further amended by an
amendment thereto dated as of August 1st, 1997, which is intended to provide an
aggregate level of non-qualified and qualified pension benefits payable under
the Pension Plan, whether or not such Pension Plan benefits are limited in
amount by provisions of the Code affecting qualified plans only; and

                  C. It is considered in the best interests of Allen and Lyons
to clarify certain provisions of the Pension Agreement.


                  NOW, THEREFORE, in consideration of the premises and of Lyons'
services and significant contributions to Allen, the parties hereto agree as
follows:

I.

                  The second paragraph of Paragraph 3 of the Pension Agreement
is hereby amended in its entirety to read as follows:

                  "Lyons may elect to receive his remaining Supplemental Pension
         Benefit in a single cash lump sum payment. If Lyons so elects, the
         amount to be paid to him shall be equal to the actuarial present value
         of all remaining Supplemental Pension Benefit payments, reduced by ten
         percent (10%). The actuarial present value shall be calculated using
         the interest rate and other actuarial assumptions of the Pension Plan
         used to determine lump sum actuarial equivalents thereunder in effect
         on the date of payment.



         The remaining ten percent (10%) of the actuarial present value of all
         remaining Supplemental Pension Benefit payments shall be forfeited."

II.

                  The second sentence of the third paragraph of Paragraph 3 of
the Pension Agreement is hereby amended in its entirety to read as follows:

                  "For purposes of determining the lump sum present value of the
         Supplemental Pension Benefit, the actuarial and interest rate
         assumptions of the Pension Plan used to determine lump sum actuarial
         equivalents thereunder in effect on the date of payment shall be used."

Except as herein specifically amended the Pension Agreement is ratified and
confirmed.

                  This Amending Agreement and the Pension Agreement as
previously amended and restated shall be read, interpreted and construed as a
single agreement.

                  IN WITNESS WHEREOF, Allen Telecom Inc. has caused this
Amending Agreement to be signed by its proper officer and Lyons has hereunto set
his hand this ___ day of ______________, 2002.

ATTEST                                    ALLEN TELECOM INC.


                                          By:
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Secretary                                 Title:
                                               ------------------------------


WITNESS:                                  J. CHISHOLM LYONS


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