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                                                                  EXHIBIT 10 hhh
                                                                  --------------

                             DEATH BENEFIT AGREEMENT

         THIS DEATH BENEFIT AGREEMENT (the "Agreement") is hereby made between
Allen Telecom Inc., a Delaware corporation ("Allen"), and ______________________
(the "Employee")
                              W I T N E S S E T H:

         WHEREAS, the Employee is the [TITLE] of Allen; and

         WHEREAS, Allen is the owner of one or more life insurance policies on
the life of the Employee (the "Policy"); and

         WHEREAS, the Employee wishes to provide for the benefit and protection
of his beneficiary or beneficiaries in the event of his death; and

         WHEREAS, the Corporation, in recognition of the Employee's services,
wishes to assist the Employee in providing such benefits.

         NOW, THEREFORE in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
parties agree as follows:

1.       DEFINITION - For purposes of this Agreement, "Annual Compensation"
     shall mean and include the annual base salary being paid to the Employee by
     Allen or by any subsidiary owned at least 50% by Allen (an "Affiliate")
     before any reductions for contributions made to any retirement, salary
     deferral or welfare benefit plans. Annual Compensation shall not include
     any other items of remuneration such as bonuses, employer contributions to
     employee benefit plans, the value of stock options or other equity awards,
     payments with respect to this Agreement or reimbursement of expenses.

2.       OWNERSHIP OF POLICY - Allen will continue to own the Policy and,
     accordingly, is empowered to exercise all rights and incidents of ownership
     thereof, except as otherwise provided herein.
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3.       BENEFICIARY DESIGNATIONS AND SETTLEMENT OPTIONS - Beneficiary
     designations and settlement options for the Policy shall be selected on the
     date hereof and, if necessary, shall be adjusted from time to time during
     the term of this Agreement so that proceeds receivable under the Policy
     upon the Employee's death shall be paid as follows:

     A.     A lump sum equal to (i) 500% of the Employee's Annual Compensation
         as of the date of his death minus (ii) $50,000, shall be paid to the
         beneficiary or beneficiaries designated on Schedule "A".

     B.     Any proceeds payable under the Policy upon the death of the Employee
         in excess of the amount described in Paragraph A of this Section 3
         shall be paid in a lump sum to Allen.

     C.     The beneficiary designations and settlement options required to
         effect payments under the Policy to comply with the foregoing
         provisions shall not be changed without the prior written consent of
         the Employee.

     D.     If the amount described in Paragraph A of this Section 3 exceeds the
         total death benefit payable under the Policy as of the date of the
         Employee's death, such excess shall nonetheless be payable by Allen
         either from its assets, or from the proceeds of one or more additional
         insurance policies (other than Allen's group term life insurance plan
         for its employees), which Allen may elect to acquire. If Allen elects
         to acquire additional insurance on the Employee's life to fund any such
         excess, the Employee will cooperate with Allen in the acquisition of
         such insurance; provided, however, that the cost of such insurance
         shall be paid solely by Allen.
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4.       PAYMENT OF PREMIUMS - All Policy premiums will be paid by Allen. The
     Employee acknowledges that taxable income will be imputed to the Employee
     for income tax purposes each year as a result of Allen's payment of
     premiums on the Policy pursuant to this Agreement.

5.       RIGHT OF ALLEN TO MAKE POLICY LOANS -

     A.     Allen shall have the right to obtain loans secured by the Policy.
         Such loans may be obtained either from the insurer or from others.
         Allen shall have the right to assign the Policy as security for the
         repayment of such loans. The amount of such loans together with the
         interest thereon shall at no time exceed the cash surrender value of
         the Policy as of the date to which the premiums on the Policy have been
         paid.

     B.     If Allen assigns or encumbers the Policy in any way as security for
         a loan, Allen shall pay all or any part of the principal of and
         interest on such loan when due and shall not allow such loan to be in
         default. In any event, any such loan shall be paid in full upon the
         Employee's death.

     C.     If the Policy is assigned or encumbered in any way, other than by a
         Policy loan on the date of the Employee's death, Allen will promptly
         take all steps which may be necessary to secure a release or discharge
         of the assignment or encumbrance so that the portion of the death
         proceeds payable under the Policy to the beneficiaries designated in
         Schedule "A" will be paid promptly.

6.       DEATH CLAIMS - If the Employee dies while this Agreement is in effect,
     Allen shall promptly take all steps which are required to cause the
     proceeds under the Policy to be paid in accordance with this Agreement. The
     proceeds shall be paid in


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     accordance with the settlement options selected pursuant to Paragraph 3
     above, or, in the absence of any such designation, as the beneficiaries
     designated in Schedule "A" shall direct or, in the absence of any direction
     by such beneficiaries within twenty (20) days after they have been notified
     of their right to make such direction, as Allen may elect in its sole
     discretion.

7.       TERMINATION OF AGREEMENT - This Agreement shall terminate upon the
     termination of the Employee's employment with Allen and its Affiliates for
     any reason. Upon the termination of this Agreement, Allen shall cease to
     have any obligation to the Employee with respect to the Policy or the
     payment of death benefits hereunder.

8.       KEEPING POLICY IN EFFECT - Allen agrees that it will keep the Policy in
     force until this Agreement is terminated.

9.       AGREEMENT BINDING ON AFFILIATES - If the Employee is employed at any
     time by an Affiliate but not by Allen (a) this Agreement shall be deemed to
     be assigned by Allen to such Affiliate; (b) the Affiliate which then
     employs the Employee shall be deemed to have been substituted for Allen and
     to have assumed all of the obligations of Allen hereunder; and (c) Allen
     shall nevertheless remain liable for the performance of all of its
     obligations hereunder.

10.      MISCELLANEOUS -

     A.     This Agreement shall not be modified or amended except by a writing
         signed by both parties hereto. This Agreement shall be binding upon the
         heirs, administrators or executors and the successors and assigns of
         each party to this Agreement.
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     B.     This Agreement shall be construed under the laws of the State
         of Ohio.

     C.     This Agreement shall supersede any prior understanding and/or
         agreements between the parties pertaining to the subject matter of this
         Agreement.

     D.     The parties agree to execute and deliver any additional instruments
         which are reasonably required to give full force and effect to the
         transactions contemplated by this Agreement.

     E.     Any notices sent hereunder shall be deemed sufficient if they are
         sent to the parties by registered or certified mail return receipt
         requested. Notice of change of address must be sent in the same manner.
         Notice shall be deemed given on the date mailed.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the ______ day of ________________, 2003.


                                              __________________________________
                                              EMPLOYEE

                                              __________________________________
                                              ALLEN TELECOM INC.


                                              By:_______________________________
                                              Title:____________________________


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                                   SCHEDULE A

            BENEFICIARIES DESIGNATED TO RECEIVE AMOUNTS DESCRIBED IN
                   PARAGRAPH A OF SECTION 3 OF THIS AGREEMENT

Primary Beneficiary:
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Contingent Beneficiary:
----------------------