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                                                                   Exhibit 10(v)

                               ALLEN TELECOM INC.

                             25101 Chagrin Boulevard

                              Beachwood, Ohio 44122

                                September 9, 1998


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Dear :          
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     Allen Telecom Inc. (the "Corporation") considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel. In this connection, the Board of Directors of the
Corporation (the "Board") recognizes that, as is the case with many publicly
held corporations, the possibility of a change in control of the Corporation may
exist and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management
personnel to the detriment of the Corporation and its stockholders.

     The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Corporation's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Corporation. It is also the intention
of the Board to provide financial assistance to you in certain other
circumstances under which your employment with the Corporation terminates.

     In order to induce you to remain in the employ of the Corporation, the
Corporation agrees that you shall receive the severance benefits set forth in
this letter agreement (the "Agreement") in the event your employment with the
Corporation is terminated under the circumstances described below.

     1. TERM OF AGREEMENT. This Agreement shall commence on September 9, 1998,
and shall continue in effect through December 31, 2001; PROVIDED, HOWEVER, that
commencing on January 1, 1999, and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Corporation shall have given
notice that it does not wish to extend this Agreement; and PROVIDED, FURTHER,
that if a change in control of the Corporation, as defined in Section 3, shall
have occurred during the original or extended term of this Agreement, this
Agreement shall continue in effect for a period of not less than 24 months
beyond the month in which such change in control occurred. In no event, however,
shall the term of this Agreement extend beyond the end of the calendar month in
which your 65th birthday occurs.

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     2. COMPENSATION UPON TERMINATION PRIOR TO A CHANGE IN CONTROL. (i) Prior to
a change in control of the Corporation, if your employment by the Corporation
shall be terminated by the Corporation other than for Cause or Disability (as
these terms are defined in Subsections 4(iii) and 2(ii), respectively), then you
shall be entitled to the benefits provided below:

          (a) the Corporation shall pay to you your full base salary through the
Date of Termination, at the rate in effect at the time Notice of Termination is
given (as these terms are defined in Subsections 4(vi) and 4(v), respectively),
no later than the fifth day following the Date of Termination, plus accrued
vacation pay and all other amounts to which you are entitled under any
compensation plan of the Corporation, at the time such payments are due;

          (b) in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Corporation shall pay as severance
pay to you, in regular pay periods until completely disbursed, total severance
pay equal to the sum of (1) six months of your monthly base salary as in effect
as of the Date of Termination and (2) the amount of such monthly base salary
multiplied by the number of your completed years of full-time employment with
the Corporation as of the Date of Termination; PROVIDED, HOWEVER, that in no
event shall the severance payments exceed 18 months' base salary; and

          (c) during the period in which you are receiving the severance
payments the Corporation shall arrange to provide you with life, disability,
accident and group health insurance benefits substantially similar to those
which you were receiving immediately prior to the Notice of Termination;
PROVIDED, HOWEVER, that you will no longer be deemed to be an "employee" for
purposes of the Corporation's 1992 Stock Plan, 1982 Stock Plan, Employee
Before-Tax Savings Plan, Restricted Shares of common stock awarded under the
1992 Stock Plan or Corporate Retirement Plan or any successor plans thereto.
Benefits otherwise receivable by you pursuant to this paragraph (c) shall be
reduced to the extent comparable benefits are actually received by you from any
other source during such period, and any such benefits actually received by you
shall be reported to the Corporation. The use of any automobile furnished to you
by the Corporation shall continue until the earlier of (1) the date that is six
months after the Date of Termination or (2) the date you obtain employment with
another employer, and you agree that you will not remove such automobile from
the state in which you were last employed by the Corporation, and that upon any
such removal the Corporation shall be entitled to immediate possession of such
automobile and shall no longer furnish the use of such automobile to you.

          (ii) DISABILITY. Your employment may be terminated for "Disability"
pursuant to this Section 2 (x) if, as a result of your incapacity due to
accident or physical or mental illness, you shall not have substantially
performed your duties with the Corporation on a full-time basis for six
consecutive months, or (y) if you become disabled in a manner that shall prevent
you from performing your duties with the Corporation, and within 30 days after
written notice of termination is given you shall not have returned to the
full-time performance of your duties.

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          (iii) NONCOMPETITION. Benefits payable under this Section 2 shall be
forfeitable and shall be discontinued in the event that you engage in a
"Competitive Activity" or engage in conduct which is materially injurious to the
Corporation, monetarily or otherwise. A "Competitive Activity" shall mean
activity, without the written consent of an authorized officer of the
Corporation, consisting of your participation in the management of, or acting as
a consultant for or employee of, any business operation of any enterprise if
such operation (a "Competitive Operation") is then in substantial and direct
competition with a principal business operation of the Corporation, at the Date
of Termination. A "Competitive Activity" shall not include (a) the ownership of
securities in any enterprise or of not more than five percent of the outstanding
securities of a "Competitive Operation", or (b) the participation in the
management of, or acting as a consultant for or employee of, any enterprise or
any business operation thereof, other than in connection with a "Competitive
Operation" of such enterprise.

          (iv) MITIGATION. Severance benefits payable under Section 2(i)(b) in
excess of six months' salary shall be reduced by any salary received by you from
another employer and any consulting compensation received by you from a
prospective employer (other than consulting compensation received by an
independent consulting business conducted by you) during the period during which
you are receiving benefits under Section 2(i)(b), and any such salary or
consulting compensation received by you shall be reported by you to the
Corporation.

     3. CHANGE IN CONTROL. Except as provided in Section 2, no benefits shall be
payable hereunder unless there shall have been a change in control of the
Corporation, as set forth below. For purposes of this Agreement, a "change in
control of the Corporation" shall be deemed to have occurred if:

        (i) any "person", as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other
than the Corporation, any trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation, or any corporation owned, directly or
indirectly, by the stockholders of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Corporation representing 30 percent or more
of the combined voting power of the Corporation's then outstanding securities;

        (ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Corporation to effect a transaction described in clause (i), (iii) or (iv) of
this Section) whose election by the Board or nomination for election by the
Corporation's stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof;


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        (iii) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than (a) a
merger or consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 80 percent of the combined voting power of the
voting securities of the Corporation or such surviving entity outstanding
immediately after such merger or consolidation or (b) a merger or consolidation
effected to implement a recapitalization of the Corporation (or similar
transaction) in which no "person" (as hereinabove defined) acquires more than 30
percent of the combined voting power of the Corporation's then outstanding
securities; or

        (iv) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets.

     4. TERMINATION FOLLOWING CHANGE IN CONTROL.

        (i) GENERAL. If any of the events described in Section 3 constituting a
change in control of the Corporation shall have occurred, you shall be entitled
to the benefits provided in Section 5(iii) upon the subsequent termination of
your employment during the term of this Agreement unless such termination is (a)
because of your death or Disability (as such term is defined in Subsection 4(ii)
below), (b) by the Corporation for Cause, or (c) by you other than for Good
Reason.

        (ii) DISABILITY. Notwithstanding Subsection 4(i), you may not be
terminated for "Disability" pursuant to this Section 4 unless, as a result of
your incapacity due to accident or physical or mental illness, you shall not
have substantially performed your duties with the Corporation on a full-time
basis for six consecutive months following the occurrence of a change of control
of the Corporation.

        (iii) CAUSE. Termination by the Corporation of your employment for
"Cause" shall mean termination (a) upon the willful and continued failure by you
to substantially perform your duties with the Corporation (other than any such
failure resulting from your death or incapacity due to accident or physical or
mental illness or any such actual or anticipated failure after the issuance of a
Notice of Termination (as defined in Subsection 4(v)) by you for Good Reason (as
defined in Subsection 4(iv))), after a written demand for substantial
performance is delivered to you by the Board, which demand specifically
identifies the manner in which the Board believes that you have not
substantially performed your duties, (b) the willful engaging by you in an act
or acts of dishonesty constituting a felony under the laws of the United States
or any state thereof and resulting or intended to result directly or indirectly
in gain or personal enrichment at the expense of the Corporation, or your
conviction of a felony under the laws of the United States or any state thereof,
or (c) the willful engaging by you in conduct which is demonstrably and
materially injurious to the Corporation, monetarily or otherwise. For purposes
of this Subsection, no act, or failure to act, on your part shall be deemed
"willful" unless done, or


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omitted to be done, by you not in good faith and without reasonable belief that
your action or omission was in the best interest of the Corporation.
Notwithstanding the foregoing, you shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to you a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of
the entire membership of the Board at a meeting of the Board (after reasonable
notice to you and an opportunity for you, together with your counsel, to be
heard before the Board), finding that in the good faith opinion of the Board you
were guilty of conduct set forth above in this Subsection and specifying the
particulars thereof in detail.

        (iv) GOOD REASON. Termination by you of your employment for "Good
Reason" for purposes of Section 5(iii) shall mean, without your express written
consent, the occurrence after a change in control of the Corporation of any of
the following circumstances unless, in the case of paragraphs (a), (e), (f), (g)
or (h), such circumstances are fully corrected prior to the Date of Termination
(as defined in Section 4(vi)) given in respect thereof:

                (a) the assignment to you of any duties inconsistent with the
        position with the Corporation that you held immediately prior to the
        change in control of the Corporation, or a significant adverse
        alteration in the nature or status of your responsibilities or the
        conditions of your employment from those in effect immediately prior to
        such change in control;

                (b) a reduction by the Corporation in your annual base salary as
        in effect on the date hereof or as it may be increased from time to
        time, except for across-the-board salary reductions similarly affecting
        all management personnel of the Corporation and all management personnel
        of any person in control of the Corporation;

                (c) the relocation of the Corporation's offices at which you are
        principally employed immediately prior to the date of the change in
        control of the Corporation to a location more than 25 miles from such
        location, or the Corporation's requiring you to be based anywhere other
        than the Corporation's offices at such location, except for required
        travel on the Corporation's business to an extent substantially
        consistent with your business travel practices immediately prior to the
        date of the change in control of the Corporation;

                (d) the failure by the Corporation to pay to you any portion of
        your current compensation or to pay to you any portion of an installment
        of deferred compensation under any deferred compensation program of the
        Corporation within seven days of the date such compensation is due;

                (e) the failure by the Corporation to continue in effect any
        material compensation or benefit plan in which you participate
        immediately prior to the change in control of the Corporation, unless an
        equitable arrangement (embodied in an ongoing substitute or alternative
        plan) has been made with respect to such plan, or the failure by the
        Corporation to continue your participation therein (or in such
        substitute or alternative plan) on a basis not materially less
        favorable, both in terms of the amount of benefits 


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        provided and the level of your participation relative to other
        participants, as existed at the time of the change in control of the
        Corporation;

                (f) the failure by the Corporation to continue to provide you
        with benefits substantially similar to those enjoyed by you under any of
        the Corporation's life, medical, health and accident, or disability
        insurance or plans in which you were participating at the time of the
        change in control of the Corporation, the taking of any action by the
        Corporation which would directly or indirectly materially reduce any of
        such benefits, or the failure by the Corporation to provide you with the
        number of paid vacation days to which you are entitled on the basis of
        years of service with the Corporation in accordance with the
        Corporation's normal vacation policy in effect at the time of the change
        in control of the Corporation;

                (g) the failure of the Corporation to obtain a satisfactory
        agreement from any successor to assume and agree to perform this
        Agreement, as contemplated in Section 6 hereof; or

                (h) any purported termination of your employment that is not
        effected pursuant to a Notice of Termination satisfying the requirements
        of Subsection (v) hereof (and, if applicable, the requirements of
        Subsection (iii) hereof), which purported termination shall not be
        effective for purposes of this Agreement. Your right to terminate your
        employment pursuant to this Subsection shall not be affected by your
        incapacity due to accident or physical or mental illness. Your continued
        employment shall not constitute consent to, or a waiver of rights with
        respect to, any circumstance constituting Good Reason hereunder.

                (v) NOTICE OF TERMINATION. Any purported termination of your
        employment by the Corporation or by you shall be communicated by written
        Notice of Termination to the other party hereto in accordance with
        Section 7. "Notice of Termination" shall mean a notice that shall
        indicate the specific termination provision in this Agreement relied
        upon and shall set forth in reasonable detail the facts and
        circumstances claimed to provide a basis for termination of your
        employment under the provision so indicated.

                (vi) DATE OF TERMINATION, ETC. "Date of Termination" shall mean
        (a) if your employment is terminated for Disability, 30 days after
        Notice of Termination is given (provided that you shall not have
        returned to the full-time performance of your duties during such 30-day
        period), and (b) if your employment is terminated pursuant to Subsection
        (iii) or (iv) hereof, or pursuant to Section 2, or for any other reason
        (other than Disability), the date specified in the Notice of Termination
        ( which, in the case of a termination for Cause shall not be less than
        30 days from the date such Notice of Termination is given, and in the
        case of a termination for Good Reason shall not be less than 15 nor more
        than 60 days from the date such Notice of Termination is given);
        PROVIDED, HOWEVER, that if within 30 days after any Notice of
        Termination is given following a change in control of the Corporation,
        the party receiving such Notice of Termination notifies the other party
        that a dispute exists concerning the termination, then the Date of
        Termination shall be the date on which the dispute is finally
        determined, whether by 


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mutual written agreement of the parties, by a binding arbitration award, or by a
final judgment, order or decree of a court of competent jurisdiction (which is
not appealable or with respect to which the time for appeal therefrom has
expired and no appeal has been perfected); and PROVIDED, FURTHER, that the Date
of Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence. Notwithstanding the pendency of any such
dispute, if the Notice of Termination is given following a change in control of
the Corporation, the Corporation will continue to pay you your full compensation
in effect when the notice giving rise to the dispute was given (including, but
not limited to, base salary) and continue you as a participant in all
compensation, benefit and insurance plans in which you were participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Subsection; PROVIDED, HOWEVER, that you will no
longer be deemed to be an "employee" for purposes of the Corporation's 1992
Stock Plan, 1982 Stock Plan, Employee Before-Tax Savings Plan, Restricted Shares
of common stock awarded under the 1992 Stock Plan or Corporate Retirement Plan
or any successor plans thereto. Amounts paid under this Subsection are in
addition to all other amounts due under this Agreement, and shall not be offset
against or reduce any other amounts due under this Agreement and shall not be
reduced by any compensation earned by you as the result of employment by another
employer.

     5. COMPENSATION UPON TERMINATION OR DURING DISABILITY FOLLOWING A CHANGE IN
CONTROL. Following a change in control of the Corporation, you shall be entitled
to the following benefits during a period of disability, or upon termination of
your employment, as the case may be, provided that such period or termination
occurs during the term of this Agreement:

          (i) During any period that you fail to perform your full-time duties
with the Corporation as a result of incapacity due to accident or physical or
mental illness, you shall receive all compensation payable to you under the
Corporation's disability plan or program or other similar plan during such
period, until this Agreement is terminated pursuant to Section 4(ii) hereof.
Thereafter, or in the event your employment shall be terminated by reason of
your death, your benefits shall be determined under the Corporation's
retirement, insurance and other compensation programs then in effect in
accordance with the terms of such programs.

          (ii) If your employment shall be terminated by the Corporation for
Cause or by you other than for Good Reason, the Corporation shall pay you your
full base salary through the Date of Termination, at the rate in effect at the
time Notice of Termination is given, no later than the fifth day following the
Date of Termination, plus accrued vacation pay and all other amounts to which
you are entitled under any compensation plan of the Corporation at the time such
payments are due, and the Corporation shall have no further obligations to you
under this Agreement.

          (iii) If your employment by the Corporation shall be terminated by you
for Good Reason or by the Corporation other than for Cause or Disability, then
you shall be entitled to the benefits provided below:


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          (a) the Corporation shall pay to you your full base salary through the
Date of Termination, at the rate in effect at the time Notice of Termination is
given, no later than the fifth day following the Date of Termination, plus
accrued vacation pay and all other amounts to which you are entitled under any
compensation plan of the Corporation at the time such payments are due;

          (b) in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Corporation shall pay as severance
pay to you, at the time specified in Subsection (v), a lump sum severance
payment (together with the payments provided in paragraph (c) below, the
"Severance Payments") equal to the sum of : (1) one year of your annual base
salary as in effect as of the Date of Termination or immediately prior to the
change in control of the Corporation, whichever is greater; (2) an amount equal
to the highest annual incentive compensation paid to you in the three years
prior to the Date of Termination; and (3) one tenth of the amounts set forth in
clauses (1) and (2), multiplied by the number of your completed years of
full-time employment with the Corporation as of the Date of Termination,
PROVIDED, that the amounts paid to you under this clause (b)(3) shall not exceed
two times the sum of the amounts set forth in clauses (1) and (2);

          (c) in lieu of shares of common stock of the Corporation ("Common
Shares") issuable upon exercise of outstanding options, other than options
qualifying as incentive stock options ("ISOs") under Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), which ISOs were granted
on or before the date hereof ("Options"), and stock appreciation rights
("SARs"), if any, granted to you under the Corporation's 1982 Stock Plan or 1992
Stock Plan, or any successor plan thereto (which Options shall be canceled upon
the making of the payment referred to below), the Corporation shall pay to you,
at the time specified in Subsection (v), an amount in cash equal to the product
of (1) the excess of, in the case of an ISO granted after the date hereof, the
closing price of Common Shares as reported on the New York Stock Exchange on or
nearest the Date of Termination (or, if not listed on such exchange, on a
nationally recognized exchange or quotation system on which trading volume in
the Common Shares is highest) and, in the case of all other options, the higher
of such closing price or the highest per share price for Common Shares actually
paid in connection with any change in control of the Corporation, over the per
share option price of each Option held by you (whether or not then fully
exercisable), and (2) the number of Common Shares covered by each such Option;

          (d) the Corporation shall pay to you all legal fees and expenses
incurred by you as a result of such termination (including all such fees and
expenses, if any, incurred in contesting or disputing any such termination or in
seeking to obtain or enforce any right or benefit provided by this Agreement or
in connection with any tax audit or proceeding to the extent attributable to the
application of Section 4999 of the Code to any payment or benefit provided
hereunder); and


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                    (e) for a period of months after such termination that is
          equal in number to (1) twelve, plus (2) one-tenth of the number of
          your completed years of full-time employment with the Corporation as
          of the Date of Termination multiplied by 12, but in no event exceeding
          36 months, the Corporation shall arrange to provide you with life,
          disability, accident and group health insurance benefits substantially
          similar to those which you were receiving immediately prior to the
          Notice of Termination. Benefits otherwise receivable by you pursuant
          to this paragraph (e) shall be reduced to the extent comparable
          benefits are actually received by you from any other source during
          such period following your termination, and any such benefits actually
          received by you shall be reported to the Corporation.

          (iv) Notwithstanding anything to the contrary contained in this
Agreement, in the event that, by reason of Section 280G of the Code, any payment
or benefit received or to be received by you in connection with a change in
control of the Corporation or the termination of your employment whether payable
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement (the "Contract Payments") with the Corporation, its successors, any
person whose actions result in a change in control or any corporation
("Affiliate") affiliated (or which, as a result of the completion of the
transactions causing a change in control will become affiliated) with the
Corporation within the meaning or Section 1504 of the Code (collectively with
the Contract Payments, "Total Payments")), would not be deductible (in whole or
in part) by the Corporation, an Affiliate or other person making such payment or
providing such benefit, the Severance Payments shall be reduced (and, if
Severance Payments are reduced to zero, other Contract Payments shall first be
reduced and other Total Payments shall thereafter be reduced) until no portion
of the Total Payments is not deductible by reason of Section 280G of the Code.
For purposes of this limitation (a) no portion of the Total Payments the receipt
or enjoyment of which you shall have effectively waived in writing prior to the
date of payment of the Severance Payments shall be taken into account, (b) no
portion of the Total Payments shall be taken into account which in the opinion
of tax counsel selected by the Corporation's independent auditors and acceptable
to you does not constitute a "parachute payment" within the meaning of Section
280G(b)(2) of the Code (without regard to Subsection (A)(ii) thereof), (c) the
Severance Payments (and, thereafter, other Contract Payments and other Total
Payments) shall be reduced only to the extent necessary so that the Total
Payments (other than those referred to in clauses (a) and (b)), in their
entirety constitute reasonable compensation for services actually rendered
within the meaning of Section 280G(b)(4) of the Code, in the opinion of the tax
counsel referred to in clause (b), and (d) the value of any noncash benefit or
any deferred payment or benefit included in the Total Payments shall be
determined by the Corporation's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.

          (v) The payments provided for in paragraphs (b) and (c) above shall be
made not later than the fifth day following the Date of Termination; PROVIDED,
HOWEVER, that if the amounts of such payments cannot be finally determined on or
before such day, the Corporation shall pay to you on such day an estimate, as
determined in good faith by the Corporation, of the minimum amount of such
payments and shall pay the remainder of such payments (together with interest at
the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined but in no event later than the 30th day after the Date
of Termination. In the 


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event that the amount of the estimated payments exceeds
the amount subsequently determined to have been due, such excess shall
constitute a loan by the Corporation to you, payable on the fifth day after
demand by the Corporation (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code).

          (vi) Except as provided in Subsection (iii)(e) hereof, you shall not
be required to mitigate the amount of any payment provided for in this Section 5
by seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Section 5 be reduced by any compensation earned by
you as the result of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by you to the Corporation, or
otherwise.

     6. SUCCESSORS; BINDING AGREEMENT. (i) The Corporation will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Corporation to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
it if no such succession had taken place. Failure of the Corporation to obtain
such assumption and agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle you to compensation from
the Corporation in the same amount and on the same terms to which you would be
entitled hereunder if you terminate your employment for Good Reason following a
change in control of the Corporation, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, "Corporation" shall
mean the Corporation as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

          (ii) This Agreement shall inure to the benefit of and be enforceable
by you and your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die while
any amount would still be payable to you hereunder had you continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee or,
if there is no such designee, to your estate.

     7. NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid, or by
recognized overnight delivery service, in each case addressed to the respective
addresses set forth on the first page of this Agreement, provided that all
notices to the Corporation shall be directed to the attention of the Board with
a copy to the Secretary of the Corporation, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.

     8. MISCELLANEOUS. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by 


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you and such officer as may be specifically designated by the Board. No waiver
by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the time or at any prior to subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of Ohio
without regard to its conflicts of law principles. All references to Sections of
the Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections. Any payments provided for hereunder shall be paid
not of any applicable withholding required under federal, state or local law.
The obligations of the Corporation under Sections 2 or 5 shall survive the
expiration of the term of this Agreement.

     9. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     10. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     11. ARBITRATION. Following a change in control of the Corporation, any
dispute or controversy between the Corporation and you arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators in Cleveland, Ohio, in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
PROVIDED, HOWEVER, that you shall be entitled to seek specific performance of
your right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.

     12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and supersedes
all other agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto including, without limitation, the
Corporation's Key Employee Severance Policy; and any other agreement of the
parties hereto in respect of the subject matter contained herein is hereby
terminated and canceled.



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<PAGE>   12


     If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Corporation the enclosed copy of this letter,
which will then constitute our agreement on this subject.

                                       Sincerely,



                                       ALLEN TELECOM INC.

                                       By: -------------------------------------
                                           Robert G. Paul
                                           President and Chief Executive Officer



Agreed to this      day of                 , 1998
              -----       -----------------

------------------------------------------------
               [Empoyee's Name]


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