<PAGE>   1
                                                                 Exhibit 10(ggg)









                               ALLEN TELECOM INC.

                             EXECUTIVE BENEFIT PLAN



                 AS AMENDED AND RESTATED EFFECTIVE JUNE 16, 1999













<PAGE>   2

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS
                                -----------------


                                                                                         Page
                                                                                         ----

<S>     <C>                                                                                 <C>
ARTICLE 1 DEFINITIONS........................................................................1

ARTICLE 2 SELECTION, ENROLLMENT AND ELIGIBILITY
         2.1      SELECTION BY COMMITTEE.....................................................5
         2.2      ENROLLMENT REQUIREMENTS....................................................5
         2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.................................5

ARTICLE 3 VESTING; ACCOUNT BALANCE
         3.1      VESTING IN CHANGE IN CONTROL BENEFIT.......................................5
         3.2      FORFEITURE.................................................................6
         3.3      ACCOUNT BALANCE............................................................6

ARTICLE 4 BENEFITS
         4.1      CHANGE IN CONTROL BENEFIT..................................................6
         4.2      EMPLOYER BENEFIT...........................................................7
         4.3      WITHHOLDING AND PAYROLL TAXES..............................................7

ARTICLE 5 BENEFICIARY
         5.1      BENEFICIARY................................................................7
         5.2      BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT...........................7
         5.3      ACKNOWLEDGMENT.............................................................7
         5.4      NO BENEFICIARY DESIGNATION.................................................8
         5.5      DOUBT AS TO BENEFICIARY....................................................8
         5.6      DISCHARGE OF OBLIGATIONS...................................................8

ARTICLE 6 TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN
         6.1      TERMINATION, AMENDMENT OR MODIFICATION PRIOR TO ONE YEAR
                  BEFORE CHANGE IN CONTROL...................................................8
         6.2      TERMINATION, AMENDMENT OR MODIFICATION WITHIN ONE YEAR BEFORE CHANGE
                  IN CONTROL OR FOLLOWING CHANGE IN CONTROL..................................8
         6.3      TERMINATION OF PLAN AGREEMENT..............................................9

ARTICLE 7 OTHER BENEFITS AND AGREEMENTS
         7.1      COORDINATION WITH OTHER BENEFITS...........................................9

ARTICLE 8 TRUST
         8.1      ESTABLISHMENT OF THE TRUST.................................................9
         8.2      INTERRELATIONSHIP OF THE PLAN AND THE TRUST................................9
         8.3      ACCOUNTS...................................................................9

ARTICLE 9 INSURANCE POLICIES
         9.1      POLICIES..................................................................11
</TABLE>



                                       i
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<TABLE>

<S>      <C>                                                                              <C>
         9.2      DOCUMENTS REQUIRED BY INSURER............................................11

ARTICLE 10 ADMINISTRATION
         10.1     COMMITTEE DUTIES.........................................................11
         10.2     AGENTS...................................................................11
         10.3     BINDING EFFECT OF DECISIONS..............................................11
         10.4     INDEMNITY OF COMMITTEE...................................................11
         10.5     EMPLOYER INFORMATION.....................................................12

ARTICLE 11 CLAIMS PROCEDURES
         11.1     PRESENTATION OF CLAIM....................................................12
         11.2     NOTIFICATION OF DECISION.................................................12
         11.3     REVIEW OF A DENIED CLAIM.................................................12
         11.4     DECISION ON REVIEW.......................................................13
         11.5     LEGAL ACTION.............................................................13

ARTICLE 12 MISCELLANEOUS
         12.1     UNSECURED GENERAL CREDITOR...............................................13
         12.2     EMPLOYER'S LIABILITY.....................................................13
         12.3     NONASSIGNABILITY.........................................................13
         12.4     NOT A CONTRACT OF EMPLOYMENT.............................................14
         12.5     FURNISHING INFORMATION...................................................14
         12.6     TERMS....................................................................14
         12.7     CAPTIONS.................................................................14
         12.8     GOVERNING LAW............................................................14
         12.9     VALIDITY.................................................................14
         12.10    NOTICE...................................................................14
         12.11    SUCCESSORS...............................................................15
         12.12    SPOUSE'S INTEREST........................................................15
         12.13    INCOMPETENT..............................................................15
         12.14    DISTRIBUTION IN THE EVENT OF TAXATION....................................15
</TABLE>


                                       ii


<PAGE>   4

                               ALLEN TELECOM INC.

                             EXECUTIVE BENEFIT PLAN


                 As Amended and Restated Effective June 16, 1999



         Allen Telecom Inc. hereby amends and restates the Allen Telecom Inc.
Executive Benefit Plan, effective June 16, 1999, on the terms hereinafter set
forth.


                                     PURPOSE

         The purpose of this Plan is to provide specified benefits for the
purpose of motivating and retention of a select group of management and highly
compensated employees who contribute materially to the continued growth,
development, and future success of Allen Telecom Inc., a Delaware corporation
(the "Company"). The Plan generally is intended to provide benefits to covered
employees in the event of a "Change of Control" of the Company (as defined
herein) and is not intended to constitute an "employee pension benefit plan"
within the meaning of Section (3)(2) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Benefits, if payable under the Plan,
generally will be payable prior to termination of employment.

                                    ARTICLE 1

                                   DEFINITIONS
                                   -----------

         For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meaning:

1.1      "Administrative Account" shall mean an account established in
         accordance with Section 8.3(a)(ii) below.

1.2      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 5 below, that are
         entitled to receive benefits under this Plan upon the death of a
         Participant.

1.3      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.4      "Board" shall mean the Board of Directors of the Company.

1.5      "Change in Control" shall mean the occurrence of any of the following
         with respect to the Company:




                                       1
<PAGE>   5



         (a)      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 Company, any trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company, or any corporation owned, directly or indirectly,
                  by the stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company), is or
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, of securities of
                  the Company representing 30 percent or more of the combined
                  voting power of the Company's then outstanding securities;

         (b)      During any period of two consecutive years (not including any
                  period prior to the Effective Date), individuals who at the
                  beginning of such period constitute the Board of Directors of
                  the Company (the "Board"), and any new director (other than a
                  director designated by a person who has entered into an
                  agreement with the Company to effect a transaction described
                  in clause (a), (c) or (d) of this subsection) whose election
                  by the Board or nomination for election by the Company'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;

         (c)      The stockholders of the Company approve a merger or
                  consolidation of the Company with any other corporation, other
                  than (i) a merger or consolidation which would result in the
                  voting securities of the Company 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 Company or such
                  surviving entity outstanding immediately after such merger or
                  consolidation or (ii) a merger or consolidation effected to
                  implement a recapitalization of the Company (or similar
                  transaction) in which no "person" (as hereinabove defined)
                  acquires more than 30 percent of the combined voting power of
                  the Company's then outstanding securities;

         (d)      The stockholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of all or substantially all of the
                  Company's assets;

         (e)      The Company voluntarily files a petition for bankruptcy under
                  federal bankruptcy law, or an involuntary bankruptcy petition
                  is filed against the Company under federal bankruptcy law,
                  which involuntary petition is not dismissed within 120 days of
                  the filing;

         (f)      The Company makes a general assignment for the benefit of
                  creditors; or

         (g)      The Company seeks or consents to the appointment of a trustee,
                  receiver, liquidator or similar person.



                                       2

<PAGE>   6



1.6      "Change in Control Benefit" shall mean the benefit set forth in Section
         4.1 below.

1.7      "Claimant" shall have the meaning set forth in Section 11.1 below.

1.8      "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

1.9      "Committee" shall mean the administrative committee appointed to manage
         and administer the Plan in accordance with the provisions of Article 10
         below.

1.10     "Company" shall mean Allen Telecom Inc., a Delaware corporation.

1.11     "Disability" shall mean a period of disability during which a
         Participant qualifies for benefits under the Employer's long-term
         disability program by which the Participant is covered.

1.12     "Effective Date" shall mean March 2, 1997. The effective date of this
         amendment and restatement shall be June 16, 1999.

1.13     "Employer" shall mean the Company and any other subsidiary that adopts
         the Plan with the consent of the Company.

1.14     "Employer Benefit" shall mean the benefit set forth in Section 4.2
         below.

1.15     "Forfeiture" shall mean a forfeiture of a Participant's rights to
         benefits under this Plan as set forth in Section 3.2 below.

1.16     "Insurer" shall mean the insurance company or companies that issue one
         or more Policies.

1.17     "Participant" shall mean any employee of an Employer (a) who is
         selected to participate in the Plan, (b) who elects to participate in
         the Plan, (c) who signs a Plan Agreement and a Beneficiary Designation
         Form, (d) whose signed Plan Agreement and Beneficiary Designation Form
         are accepted by the Committee, and (e) whose Plan Agreement has not
         terminated.

1.18     "Participant's Account" shall mean an account established in accordance
         with Section 8.3(a)(i) below.

1.19     "Plan" shall mean the Allen Telecom Inc. Executive Benefit Plan, which
         is defined by this instrument and by each Plan Agreement, all as may be
         amended from time to time.

1.20     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant shall
         provide for the entire benefit to which such Participant is entitled
         under the Plan, and the Plan Agreement bearing the latest date of
         acceptance by the Committee shall govern such entitlement.




                                       3
<PAGE>   7



1.21     "Plan Year" shall begin on January 1 of each year and continue through
         December 31 of that year. The first Plan Year began on March 2, 1997
         and ended on December 31, 1997.

1.22     "Policy" or "Policies" shall mean the policy or policies issued in the
         name of the Trustee in accordance with the terms and conditions of this
         Plan and each respective Plan Agreement.

1.23     "Reserve Account" shall mean an account established in accordance with
         Section 8.3(a)(iii) below.

1.24     "Retirement," "Retires" or "Retired" shall mean a Participant's
         severance from employment from all Employers for any reason, other than
         a leave of absence, death or Disability, on or after the later of
         Participant's (a) attaining age 65, or (b) fifth anniversary of
         participation in the Allen Telecom Inc. Corporate Retirement Plan.

1.25     "Supplemental Retirement Plan" or "Supplemental Retirement Plans" shall
         mean, as the context requires, the Allen Telecom Inc. Restoration Plan,
         each Supplemental Target Pension Benefit Agreement entered into between
         the Company and a Participant and each other nonqualified deferred
         compensation plan or arrangement designated by the Committee as a
         Supplemental Retirement Plan for purposes of this Plan.

1.26     "Termination of Employment" shall mean the ceasing of employment with
         all Employers, voluntarily or involuntarily, for any reason other than
         Retirement, Disability, death or an authorized leave of absence.

1.27     "Trust" shall mean the trust established pursuant to that certain Trust
         Agreement for the Allen Telecom Inc. Executive Benefit Plan, dated as
         of August 1, 1997, between the Company and the Trustee, as may be
         amended from time to time.

1.28     "Trustee" shall mean the trustee named in the Trust and any successor
         trustee.

1.29     "Vesting Date" shall mean the date upon which a Participant becomes
         100% vested in his or her Change in Control Benefit in accordance with
         Section 3.1 below.


                                    ARTICLE 2
                      SELECTION, ENROLLMENT AND ELIGIBILITY
                      -------------------------------------

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated employees of the
         Employers. From that group, the Committee shall select, in its sole
         discretion, employees to participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         employee shall complete, execute and return to the Committee a Plan
         Agreement and a Beneficiary Designation Form. In addition, the
         Committee, in its sole discretion, shall




                                       4
<PAGE>   8

         establish from time to time such other enrollment requirements as it
         determines are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an employee
         selected to participate in the Plan has met all enrollment requirements
         set forth in this Plan and required by the Committee, that employee
         shall commence participation in the Plan on the date specified by the
         Committee. If a selected employee fails to meet all such requirements
         prior to that date, that employee shall not be eligible to participate
         in the Plan until the completion of those requirements.


                                    ARTICLE 3
                            VESTING; ACCOUNT BALANCE
                            ------------------------

3.1      VESTING IN CHANGE IN CONTROL BENEFIT. Subject to Section 3.2 below:

         (a)      General Rule. If a Participant has not forfeited his or her
                  benefits pursuant to Section 3.2(a)(i) below, or experienced a
                  Termination of Employment, prior to 90 days prior to a Change
                  in Control, the Participant shall become 100% vested in his or
                  her Change in Control Benefit on the date six months following
                  the Change in Control (the "Vesting Date").

         (b)      Early Vesting. If at any time on or after 90 days prior to a
                  Change in Control and prior to the Vesting Date a Participant
                  Retires, dies, suffers a Disability or experiences an
                  involuntarily termination of employment with all Employers,
                  the Participant (or the Participant's Beneficiary in the event
                  of the Participant's death) shall become 100% vested in his or
                  her Change in Control Benefit on the later of (i) the date of
                  the Change in Control or (ii) the date of such Retirement,
                  death, Disability or involuntary termination of employment,
                  and such date (rather than the date six months following a
                  Change in Control) shall be considered the "Vesting Date" for
                  purposes of this Plan.

3.2      FORFEITURE. Notwithstanding Section 3.1 above, a Participant shall
         forfeit any right to benefits under this Plan in accordance with this
         Section 3.2:

         (a)      A Participant shall forfeit any right to benefits under this
                  Plan if he or she:

                  (i)      Retires, dies, suffers a Disability, or experiences a
                           Termination of Employment, in each case prior to 90
                           days before a Change in Control, or receives lump sum
                           distributions from the Supplemental Retirement Plans
                           that permanently ends his or her participation in the
                           Supplemental Retirement Plans (a "Termination
                           Distribution") at any time; or

                  (ii)     Voluntarily terminates his or her employment (other
                           than by Retirement or Disability) with all of his or
                           her Employers or receives a Termination Distribution
                           from the Supplemental Retirement Plans at any time on
                           or


                                       5
<PAGE>   9

                           after the date of a Change in Control and prior to
                           the date six months following the Change in Control.

         (b)      A Participant receiving payments or other partial
                  distributions from the Supplemental Retirement Plans before
                  his or her Vesting Date described in Section 3.1(a) hereof
                  shall forfeit a portion of his or her Change in Control
                  Benefit which bears the same proportion to all of such benefit
                  as the payment or partial distribution bears to his or her
                  total interest in the Supplemental Retirement Plans.

3.3      ACCOUNT BALANCE. Each year, as soon as administratively practicable,
         each Participant shall receive a statement setting forth the balance of
         his or her Participant's Account as of the end of the preceding Plan
         Year.


                                    ARTICLE 4
                                    BENEFITS
                                    ---------

4.1      CHANGE IN CONTROL BENEFIT.

         (a)      Eligibility. On the Vesting Date, the Participant or the
                  Participant's Beneficiary, as the case may be, shall become
                  entitled to the "Change in Control Benefit" described in
                  Section 4.1(b).

         (b)      Benefit and Payment. The "Change in Control Benefit" shall be
                  the dollar amount that is credited to the Participant's
                  Account as of the Vesting Date. This benefit shall be paid to
                  the Participant, or his or her Beneficiary, within 90 days of
                  the Vesting Date.


4.2      EMPLOYER BENEFIT.

         (a)      Eligibility. Subject to Section 4.4 below, the Participant's
                  Employer shall be entitled to the Employer Benefit if and to
                  the extent a Participant forfeits his or her Change in Control
                  Benefit under Section 3.2 above.

         (b)      Benefit and Payment. The "Employer Benefit" shall be (i) a
                  distribution of the dollar amount that is allocated to the
                  Participant's Account as of the date of the event described in
                  Section 3.2 above, after taking into account any distributions
                  made or to be made in accordance with Section 4.1 above, plus
                  any earnings allocated to that account from that date to the
                  date of payment of the Employer Benefit and (ii) a
                  distribution of any amount allocated to the Reserve Account in
                  accordance with Section 8.3(a)(iii) below. This benefit shall
                  be paid to the Participant's Employer by December 31 of the
                  Plan Year following that event.

4.3      WITHHOLDING AND PAYROLL TAXES. The Trustee shall withhold from any and
         all benefit payments made under this Article 4, all federal, state and
         local income, employment and other taxes required to be withheld in
         connection with the payment of benefits

                                       6
<PAGE>   10

         hereunder, in amounts to be determined in the sole discretion of the
         Participant's Employer.


                                    ARTICLE 5
                                   BENEFICIARY
                                   -----------

5.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary (both primary as well as contingent)
         to receive any benefits payable under the Plan to a Beneficiary upon
         the death of a Participant.

5.2      BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form, and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. If the Participant names
         someone other than his or her spouse as a Beneficiary, a spousal
         consent, in the form designated by the Committee, must be signed by
         that Participant's spouse and returned to the Committee. Upon the
         acceptance by the Committee of a new Beneficiary Designation Form, all
         Beneficiary designations previously filed shall be canceled. The
         Committee shall be entitled to rely on the last Beneficiary Designation
         Form filed by the Participant and accepted by the Committee before his
         or her death.

5.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received, accepted and
         acknowledged in writing by the Committee or its designated agent.

5.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 5.1, 5.2 and 5.3 above, or if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

5.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, before a
         Change in Control, to cause the Trustee to withhold such payments until
         this matter is resolved to the Committee's satisfaction.

5.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.


                                    ARTICLE 6


                                       7
<PAGE>   11

                            TERMINATION, AMENDMENT OR
                            -------------------------
                            MODIFICATION OF THE PLAN
                            ------------------------

6.1      TERMINATION, AMENDMENT OR MODIFICATION PRIOR TO ONE YEAR BEFORE CHANGE
         IN CONTROL. Subject to Section 6.2, each Employer reserves the right to
         terminate, amend or modify the Plan or any related Plan Agreement, in
         whole or in part, with respect to Participants whose services are
         retained by that Employer. Notwithstanding the foregoing, no
         termination, amendment or modification shall be effective to decrease
         or reduce a Participant's potential benefits under this Plan below the
         amount allocated to the Participant's Account as of the effective date
         of the termination, amendment or modification.

6.2      TERMINATION, AMENDMENT OR MODIFICATION WITHIN ONE YEAR BEFORE CHANGE IN
         CONTROL OR FOLLOWING CHANGE IN CONTROL. Within one year before a Change
         in Control and thereafter, neither the Company, any subsidiary of the
         Company nor any corporation, trust or other person that succeeds to all
         or any substantial portion of the assets of the Company shall have the
         right to terminate, amend or modify the Plan and/or any Plan Agreement
         in effect prior to such Change in Control, and all benefits under the
         Plan and any such Plan Agreement shall thereafter be paid in accordance
         with the terms of the Plan and such Plan Agreement, as in effect
         immediately prior to such Change in Control. If the Plan is terminated,
         amended, or modified within one year before a Change in Control, such
         termination, amendment or modification shall be considered void as of
         the date of the termination, amendment or modification. Any provision
         of this Plan or any Plan Agreement to the contrary shall be construed
         in accordance with this Section 6.2.

6.3      TERMINATION OF PLAN AGREEMENT. Absent the earlier termination,
         modification or amendment of the Plan, or a Participant's Forfeiture of
         his or her benefits under this Plan, the Plan Agreement of any
         Participant shall terminate upon the full payment of the applicable
         benefit provided under Article 4.


                                    ARTICLE 7
                          OTHER BENEFITS AND AGREEMENTS
                          -----------------------------

7.1      COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees. The Plan shall supplement and
         shall not supersede, modify or amend any other such plan or program
         except as may otherwise be expressly provided.


                                    ARTICLE 8
                                      TRUST
                                    ---------

8.1      ESTABLISHMENT OF THE TRUST; PREMIUMS. The Company shall establish the
         Trust and the Employers shall, at least annually, transfer over to the
         Trust such assets, if any, as the Company determines, in its sole
         discretion, to contribute or cause to be contributed


                                       8
<PAGE>   12

         to the Trust prior to a Change in Control. The Committee may direct,
         prior to a Change in Control, payment of any and all Policy premiums
         and other costs relating to insurance policies owned by the Trust. In
         addition, if the Trust incurs any tax liability, the Employers shall
         contribute to the Trust sufficient funds to allow the Trustee to pay
         any such tax liability.

8.2      INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and each Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Trustee, Participant and a Participant's
         Beneficiary as to the assets of the Trust. The Employers shall at all
         times remain liable to carry out their obligations under the Plan. The
         Employers and the Trustee shall cooperate with each other as is
         necessary to minimize the Trust's tax liability.

8.3      ACCOUNTS.
         --------

         (a)      The Trustee shall establish and maintain the following
                  separate accounts:

                  (i)      A "Participant's Account" for each Participant (A) to
                           which the Employers' contributions, or a portion
                           thereof, may be allocated and held, and (B) to which
                           earnings on amounts allocated pursuant to (A) shall
                           be allocated, the assets of which are to be used to
                           pay the Change in Control Benefit or the Employer
                           Benefit in accordance with the Plan and Trust;

                  (ii)     An "Administrative Account" for the administrative
                           expenses of the Trust to which a portion of the
                           Employers' contributions and earnings thereon may be
                           allocated and held, the assets of which are to be
                           used to pay the administrative expenses, including
                           all taxes, of the Trust in accordance with the terms
                           and provisions of this Plan and the Trust that are
                           not paid directly by the Employers; and

                  (iii)    A "Reserve Account" to which shall be allocated all
                           gains described in this subsection. In the event of
                           the death of a Participant or former Participant
                           whose life is insured by a Policy, the excess of (a)
                           the life insurance proceeds received from such Policy
                           over (b) the cash value of such Policy as of the date
                           immediately preceding the Participant's death shall
                           constitute a gain allocable to the Reserve Account.
                           Any such gain allocated to the Reserve Account shall
                           be distributed as an Employer Benefit pursuant to
                           Section 4.2(b).

         (b)      Prior to a Change in Control, the Committee shall, in its sole
                  discretion, direct the Trustee in writing as to the allocation
                  of (i) the Employers' contributions to the Participant's
                  Accounts and the Administrative Account, (ii) the earnings on
                  the amounts held in the Participant's Accounts and the
                  Administrative Account, and (iii) the gains allocated to the
                  Reserve Account in accordance with Section 8.3(a)(iii). After
                  a Change in Control, the Trustee shall make such allocations
                  in accordance with the terms of the Plan and the Trust.
                  Notwithstanding the foregoing, and except for a payment of
                  benefits in accordance with Article 4 or a


                                       9
<PAGE>   13

                  Forfeiture of benefits, a Participant's Account balance shall
                  not be reduced. Allocations of earnings shall be made as of
                  such date (at least annually) as is specified by the Committee
                  or the Trustee, but shall not be required to be made more
                  frequently than annually.

         (c)      All allocations shall be made in such manner so that the
                  accounts hereunder shall qualify for and be treated as a
                  separate share under Code Section 663(c).


                                    ARTICLE 9
                               INSURANCE POLICIES
                               ------------------

9.1      POLICIES. The Committee may direct the Trustee in writing to acquire
         one or more Policies in the Trustee's name. The Trustee shall be the
         sole and absolute owner and beneficiary of each Policy, with all rights
         of an owner and beneficiary, including without limitation, the right to
         surrender Policies for their cash surrender values and to take one or
         more loans against one or more Policies. Notwithstanding the foregoing,
         the Trustee shall exercise its ownership rights in each Policy only in
         accordance with the terms of this Plan, the respective Plan Agreements
         and the Trust.

9.2      DOCUMENTS REQUIRED BY INSURER. The Trustee, the Participant's Employer
         and the Participant shall sign such documents and provide such
         information as may be required from time to time by the Insurer.


                                   ARTICLE 10
                                 ADMINISTRATION
                                 --------------

10.1     COMMITTEE DUTIES. This Plan shall be administered by a Committee which
         shall consist of the Board or such committee as the Board shall
         appoint. Members of the Committee may be Participants under this Plan.
         The Committee shall also have the sole and absolute discretion and
         authority to (i) make, amend, interpret, and enforce all appropriate
         rules and regulations for the administration of this Plan, and (ii)
         interpret where necessary all provisions of this Plan (including,
         without limitation, by supplying omissions from, correcting
         deficiencies in, or resolving inconsistencies in, the language of this
         Plan), as may arise in connection with the Plan. Any individual serving
         on the Committee who is a Participant shall not vote or act on any
         matter relating solely to himself or herself. When making a
         determination or calculation, the Committee shall be entitled to rely
         on information furnished by a Participant or the Company.

10.2     AGENTS. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

10.3     BINDING EFFECT OF DECISIONS. The decision or action of the Committee
         with respect to any question arising out of or in connection with the
         administration, interpretation and


                                       10
<PAGE>   14

         application of the Plan and the rules and regulations promulgated
         hereunder shall be final and conclusive and binding upon all persons
         having any interest in the Plan.

10.4     INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
         the members of the Committee against any and all claims, losses,
         damages, expenses or liabilities arising from any action or failure to
         act with respect to this Plan, except in the case of willful misconduct
         by the Committee or any of its members.

10.5     EMPLOYER INFORMATION. To enable the Committee to perform its functions,
         each Employer shall supply full and timely information to the Committee
         on all matters relating to the compensation of its Participants, the
         date and circumstances of the Retirement, Disability, death or
         Termination of Employment of its Participants, and such other pertinent
         information as the Committee may reasonably require.


                                   ARTICLE 11
                                CLAIMS PROCEDURES
                                -----------------

11.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within 60 days
         after such notice was received by the Claimant. All other claims must
         be made within 180 days of the date on which the event that caused the
         claim to arise occurred. The claim must state with particularity the
         determination desired by the Claimant.

11.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within 60 days of receipt of that claim, and shall notify the
         Claimant in writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (ii)     the specific reference(s) to pertinent provisions of
                           the Plan upon which such denial was based;

                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary; and


                                       11
<PAGE>   15

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 11.3 below.

11.3     REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

         (a)      may review pertinent documents;

         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

11.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must be written in a manner calculated to be understood
         by the Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based; and

         (c)      such other matters as the Committee deems relevant.

11.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 11 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.


                                   ARTICLE 12
                                  MISCELLANEOUS
                                  -------------

12.1     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interest or claims in any property or assets of an Employer. Any and
         all of an Employer's assets shall be, and remain, the general,
         unpledged and unrestricted assets of the Employer. An Employer's
         obligation under the Plan shall be merely that of an unfunded and
         unsecured promise to pay money in the future.

12.2     EMPLOYER'S LIABILITY. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer

                                       12
<PAGE>   16

           and a Participant. An Employer shall have no obligation to a
           Participant under the Plan except as expressly provided in the Plan
           and his or her Plan Agreement.

12.3       NONASSIGNABILITY. Neither a Participant nor any other person shall
           have any right to commute, sell, assign, transfer, pledge,
           anticipate, mortgage or otherwise encumber, transfer, hypothecate or
           convey in advance of actual receipt, the amounts, if any, payable
           hereunder, or any part thereof, which are, and all rights to which
           are expressly declared to be unassignable and non-transferable. No
           part of the amounts payable shall, prior to actual payment, be
           subject to seizure or sequestration for the payment of any debts,
           judgments, alimony or separate maintenance owed by a Participant or
           any other person, nor be transferable by operation of law in the
           event of a Participant's or any other person's bankruptcy or
           insolvency or be transferable to a spouse as a result of a property
           settlement or otherwise.

12.4       NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
           shall not be deemed to constitute a contract of employment between
           any Employer and the Participant. Such employment is hereby
           acknowledged to be an "at will" employment relationship that can be
           terminated at any time for any reason, with or without cause, unless
           expressly provided in a written employment agreement. Nothing in this
           Plan shall be deemed to give a Participant the right to be employed
           in the service of any Employer, or to interfere with the right of any
           Employer to discipline or discharge the Participant at any time.

12.5       FURNISHING INFORMATION. A Participant will cooperate with the
           Committee by furnishing any and all information requested by the
           Committee and take such other actions as may be requested in order to
           facilitate the administration of the Plan and the payments of
           benefits hereunder, including but not limited to taking such physical
           examinations as the Committee may deem necessary.

12.6       TERMS. Whenever any words are used herein in the singular or in the
           plural, they shall be construed as though they were used in the
           plural or the singular, as the case may be, in all cases where they
           would so apply.

12.7       CAPTIONS. The captions of the articles, sections and paragraphs of
           this Plan are for convenience only and shall not control or affect
           the meaning or construction of any of its provisions.

12.8       GOVERNING LAW. The provisions of this Plan shall be construed and
           interpreted according to the laws of the State of Ohio.

12.9       VALIDITY. In case any provision of this Plan shall be illegal,
           invalid or ineffective for any reason, said illegality, invalidity or
           ineffectiveness shall not affect the remaining parts hereof, but this
           Plan shall be construed and enforced as if such illegal, invalid
           and/or ineffective provision had never been inserted herein.




                                       13


<PAGE>   17

12.10      NOTICE. Any notice or filing required or permitted to be given to the
           Committee under this Plan shall be sufficient if in writing and
           hand-delivered, or sent by registered or certified mail or recognized
           overnight courier, to the address below:

                    Allen Telecom Inc.
                    25101 Chagrin Boulevard
                    Beachwood, OH  44122-5169
                    Attention:  General Counsel


           Such notice shall be deemed given as of the date of delivery or, if
           delivery is made by mail, as of the date shown on the postmark on the
           receipt for registration or certification.

           Any notice or filing required or permitted to be given to a
           Participant under this Plan shall be sufficient if in writing and
           hand-delivered, or sent by mail, to the last known address of the
           Participant.

12.11      SUCCESSORS. The provisions of this Plan shall bind and inure to the
           benefit of the Participant's Employer and its successors and assigns
           and the Participant, the Participant's Beneficiaries, and their
           permitted successors and assigns.

12.12      SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
           of a Participant who has predeceased the Participant shall
           automatically pass to the Participant and shall not be transferable
           by such spouse in any manner, including but not limited to such
           spouse's will, nor shall such interest pass under the laws of
           intestate succession.

12.13      INCOMPETENT. If the Committee determines in its discretion that a
           benefit under this Plan is to be paid to a minor, a person declared
           incompetent or to a person incapable of handling the disposition of
           that person's property, the Committee may direct payment of such
           benefit to the guardian, legal representative or person having the
           care and custody of such minor, incompetent or incapable person. The
           Committee may require proof of minority, incompetency, incapacity or
           guardianship, as it may deem appropriate prior to distribution of the
           benefit. Any payment of a benefit shall be a payment for the account
           of the Participant and the Participant's Beneficiary, as the case may
           be, and shall be a complete discharge of any liability under the Plan
           for such payment amount.




                                       14

<PAGE>   18


12.14      DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
           portion of a Participant's benefit under this Plan becomes taxable to
           the Participant prior to the Vesting Date, a Participant may petition
           the Committee, if prior to a Change in Control, or the Trustee, after
           a Change in Control, for a distribution of assets sufficient to meet
           the Participant's tax liability (including additions to tax,
           penalties and interest). Upon the grant of such a petition, which
           grant shall not be unreasonably withheld, the Trustee shall
           distribute to the Participant from the Trust immediately available
           funds in an amount equal to that Participant's federal, state and
           local tax liability associated with such taxation, which liability
           shall be measured by using that Participant's then current highest
           federal, state and local marginal tax rate, plus the rates or amounts
           for the applicable additions to tax, penalties and interest. If the
           petition is granted, the tax liability distribution shall be made
           within 90 days of the date when the Participant's petition is
           granted.


           IN WITNESS WHEREOF the Company has signed this Plan document as of
the ____ day of _________, 1999.


                                     ALLEN TELECOM INC.



                                     By:___________________________________

                                         Its:______________________________




                                       15