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                                                                    EXHIBIT 10.5


                               THIRD AMENDMENT TO
                       ALLEN TELECOM INC. RESTORATION PLAN

                  Allen Telecom Inc., formerly known as The Allen Group Inc.
(the "Company") hereby adopts this Third Amendment to the Allen Telecom Inc.
Restoration Plan (Effective January 1, 1996) (the "Plan") effective as of the
date of execution. Words and phrases used herein with initial capital letters
that are defined in the Plan are used herein as so defined.

I.

                  Subsection 3.3(b) of the Plan is hereby amended in its
entirety to read as follows:

                  "(b) Subsequent to the date Supplemental Pension Benefits
         commence to the Participant or Beneficiary, the Participant or
         Beneficiary may elect to receive his remaining Supplemental Pension
         Benefit in a single cash lump sum payment. If the Participant or
         Beneficiary so elects, the amount to be paid to him shall be equal to
         the actuarial present value of all remaining Supplemental Pension
         Benefit payments calculated as of the date of such payment 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 such payment. The remaining ten percent (10%) of
         the actuarial present value of all remaining Supplemental Pension
         Benefit payments shall be forfeited."

II.

                  Subsection 5.7(b) of the Plan is hereby amended in its
entirety to read as follows:

                  "(b) In the event a Participant receives or becomes entitled
         to receive a benefit under the EBP ("EBP Benefit"), the benefits to be
         received under this Plan by such Participant shall be offset and
         reduced in accordance with this subsection to take into account the
         value of the EBP Benefit received by the Participant. The offset
         described in the preceding sentence shall be calculated as follows.
         First, the EBP Benefit shall be increased by interest for the period
         from the date of the payment of the EBP Benefit to the date of
         commencement of benefit payments hereunder at the rate in effect under
         the Pension Plan for determining Actuarial Equivalent values for lump
         sum payment purposes at the time of the payment of the EBP Benefit. The
         EBP Benefit, as so increased, is referred to below as the "Increased
         EBP Benefit". Second, the portion of the Increased EBP Benefit, if any,
         applied to offset benefits payable to the Participant under a
         Supplemental Target Pension Benefit Agreement between the Participant
         and his Employer shall be subtracted. Third, the remaining amount of
         the Increased EBP Benefit shall be converted into an annuity, payable
         in the same form and for the same duration as the benefit payable to
         the Participant under the Plan before the application of this
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         subsection, that is the Actuarial Equivalent of such remaining amount
         of the Increased EBP Benefit amount, and such Actuarial Equivalent
         shall be subtracted from the benefit otherwise payable to the
         Participant under this Plan. For purposes of the preceding sentence,
         Actuarial Equivalent shall be calculated using the interest rate and
         other actuarial assumptions of the Pension Plan used to determine lump
         sum actuarial equivalents thereunder."

         EXECUTED on this      day of                         , 2002.
                          ----        ------------------------

                                      ALLEN TELECOM INC.


                                      By:___________________________

                                      Title:__________________________