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                                                                    EXHIBIT 10.3

                               SECOND AMENDMENT OF
                  SUPPLEMENTAL TARGET PENSION BENEFIT AGREEMENT

                  THIS AMENDING AGREEMENT made as of the ____ day of
_____________, 2002 by and between ALLEN TELECOM INC., a Delaware Corporation,
(the "Company") having its principal executive offices at Beachwood, Ohio, and
ROBERT G. PAUL, of Cleveland Heights, Ohio (the "Executive").

RECITALS

                  A. The Executive has been and is employed by the Company in a
key executive capacity, and it is expected that he will continue to contribute
to the growth and success of the Company during his employment by it; and

                  B. The Company maintains a tax-qualified 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 a
nonqualified retirement plan for certain employees designated as The Allen Group
Inc. Restoration Plan (the "Restoration Plan"), which is intended to supplement
benefits payable under the Pension Plan by restoring benefits that cannot be
provided under the Pension Plan because of the limitations imposed under the
Code and because of reductions in compensation pursuant to The Allen Group Inc.
Deferred Compensation Plan; and

                  C. The Company and the Executive previously entered into a
Supplemental Target Pension Benefit Agreement (the "Pension Agreement"), as
amended as of August 1, 1997, which is intended to provide an aggregate level of
non-qualified and qualified pension benefits to the Executive which exceed the
benefits provided under the Pension Plan and the Restoration Plan;

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

I.

                  Subsection 2.6(c) of the Pension Agreement is hereby amended
in its entirety to read as follows:

         "(c) Subsequent to the Executive's Benefit Commencement Date, the
Executive may elect to receive his remaining Supplemental Pension Benefit in a
single cash lump sum payment. If the Executive 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 as of the date of such payment. The
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          remaining ten percent (10%) of the actuarial present value of all
          remaining Supplemental Pension Benefit payments shall be forfeited."

*.*.*.*.*

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

                  This Amending Agreement and the Pension Agreement 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 Executive has hereunto
set his hand this ______ day of ____________, 2002.

ATTEST                                               ALLEN TELECOM INC.

                                                     By:

Secretary                                            Title:




WITNESS:

                                                     ROBERT G. PAUL