SCHEDULE 14A

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	SCHEDULE 14A
	(RULE 14a-101)
	INFORMATION REQUIRED IN PROXY STATEMENT
	SCHEDULE 14A INFORMATION
	PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	(Amendment No.)
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ALLEN TELECOM INC.

Allen Telecom Inc.

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Philip Wm. Colburn

March 16, 2001

     You are cordially invited to attend the Annual Meeting of Stockholders of Allen Telecom Inc., which will be held at the HiltonHyatt Regency Cleveland, East/Beachwood, 3663 Park East Drive, Beachwood,420 Superior Avenue, Cleveland, Ohio, on Friday, April 27, 200126, 2002 at 9:30 A.M. The purposes of the meeting are set forth in the accompanying notice and proxy statement.

     WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

	Sincerely,

	PHILIP WM. COLBURN
	Chairman of the Board

ALLEN TELECOM INC.

TO BE HELD ON APRIL 27, 200126, 2002

March 16, 200115, 2002

To the Common Stockholders of

     Notice is hereby given that the Annual Meeting of Stockholders of Allen Telecom Inc. will be held at the HiltonHyatt Regency Cleveland, East/Beachwood, 3663 Park East Drive, Beachwood,420 Superior Avenue, Cleveland, Ohio, on Friday, April 27, 2001,26, 2002, at 9:30 A.M., local time, for the following purposes:

	1. To elect a Board of eight directors;
	2. To approve the adoption of the Amended and Restated Allen Telecom Inc. Amended and Restated 1994 Non-Employee Directors1992 Stock Option Plan which is set forth as Exhibit A to this proxy statement;
	3. To ratify the appointment of Deloitte & Touche LLP as independent auditors for the Company for the year ending December 31, 2001;2002; and
	4. To transact such other business as may properly come before the meeting or any adjournment thereof.

     The close of business on Thursday,Friday, March 1, 20012002 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof.

     PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. The giving of such proxy will not affect your right to revoke the proxy or to vote in person if you attend the meeting.

	By order of the Board of Directors
	LAURA C. MEAGHER
	Secretary

ALLEN TELECOM INC.

March 16, 200115, 2002

     The accompanying proxy is solicited on behalf of the Board of Directors of Allen Telecom Inc. (the “Company”) for use at the Annual Meeting of Stockholders to be held on April 27, 2001,26, 2002, or at any adjournment thereof. Any proxy received pursuant to this solicitation may be revoked by the stockholder executing it by notifying the Secretary of the Company before it is voted at the Annual Meeting, by duly executing a proxy bearing a later date or by attending the Annual Meeting and voting in person.

     The Board of Directors has fixed March 1, 20012002 as the record date for the determination of holders of Common Stock, $1.00 par value, of the Company (“Common Stock”) entitled to vote at the meeting. At the close of business on that date, the Company had outstanding 28,063,70130,427,171 shares of Common Stock (exclusive of 2,129,6192,072,981 shares held in its treasury). Each share of Common Stock will be entitled to one vote at the meeting. Presence in person or by proxy of a majority of the outstanding shares of Common Stock will constitute a quorum.

     At the Annual Meeting, the results of stockholder voting will be tabulated by the inspectors of election appointed for the Annual Meeting. Under Delaware law and the Company’s Restated Certificate of Incorporation, as amended, and By-Laws, as amended, properly executed proxies that are marked “abstain” or are held in “street name” by brokers that are not voted on one or more particular proposals (if otherwise voted on at least one proposal) will be counted for purposes of determining whether a quorum has been achieved at the Annual Meeting. Abstentions will have the same effect as a vote against the proposal to which such abstention applies. Broker non-votes will not be treated as a vote for or a vote against any of the proposals to which such broker non-vote applies.

     This proxy statement and the accompanying proxy are first being mailed on or about March 16, 2001.15, 2002.

ELECTION OF DIRECTORS

     Eight directors are to be elected at the Annual Meeting to hold office until the next annual meeting and until their successors have been elected and qualified. The Board of Directors proposes election of the persons listed below, all of whom are currently directors. One current director, John F. McNiff, will not be standing for re-election at the meeting. It is not contemplated that any of the nominees will be unable or unwilling to serve as a director; however, if that should occur, the proxies will be voted for the election of such other person or persons as are nominated by the Board of Directors, unless the Board reduces the number of directors to eliminate the vacancy. The eight nominees for director receiving a plurality of the votes cast at the Annual Meeting in person or by proxy shall be elected.

Information Regarding Nominees

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Information Regarding Board of Directors

     The business and affairs of the Company are managed under the direction of its Board of Directors, whose members are elected annually by the stockholders. During 2000,2001, the Board of Directors of the Company had Audit, Management Compensation and Nominating Committees. Currently, Messrs. Roetter and Robinson and Ms. Wallman are the members of the Management Compensation Committee; Messrs. Lyons and Colburn are the members of the Nominating Committee; and Messrs. McNiff, Lyons and Smith are the members of the Audit Committee.

     The Audit Committee recommends to the Board of Directors the appointment of the independent auditors and reviews the degree of their independence from the Company; approves the scope of the audit engagement, including the cost of the audit; reviews any non-audit services rendered by the auditors and the fees therefor; reviews with the auditors and management the Company’s policies and procedures with respect to internal accounting and financial controls and, upon completion of an audit, the results of the audit engagement; reviews internal accounting and auditing procedures with the Company’s financial staff and the extent to which recommendations made by the internal audit staff or by the independent auditors have been implemented; and issues the Audit Committee Report required to be included in the Company’s proxy statement by the rules of the Securities and Exchange Commission. The Audit Committee Report for 20002001 is set forth on pages 23 and 24page 29 of this proxy statement.

     The Management Compensation Committee recommends to the Board salaries and incentive compensation awards for officers of the Company and its subsidiaries; reviews and approves guidelines for the administration of incentive compensation programs for other management employees; makes recommendations to the Board with respect to major compensation programs; administers the Company’s 1982 Stock Plan, as amended, (the “1982 Stock Plan”), the Company’s 1992 Stock Plan, as amended (the “1992 Stock Plan”) and grants stock options and restricted shares of the Company’s Common Stock under the 1992 Stock Plan; and issues the Report on Executive Compensation required to be included in the Company’s proxy statement by the rules of the Securities and Exchange Commission. The Management Compensation Committee’s Report on Executive Compensation for 20002001 is set forth on pages 56 to 78 of this proxy statement.

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     The Nominating Committee selects and recommends to the Board nominees for election as directors and considers the performance of incumbent directors in determining whether to recommend them for nomination for re-election. The Nominating Committee has recommended eight of the eight incumbent directors for re-election at the Annual Meeting. The Nominating Committee will consider nominees recommended by stockholders for election at the 20022003 Annual Meeting of Stockholders that are submitted prior to the end of 20012002 to the Secretary of the Company at the Company’s offices, 25101 Chagrin Boulevard, Beachwood, Ohio 44122. Any such recommendation must be in writing and must include a detailed description of the business experience and other qualifications of the recommended nominee as well as the signed consent of such person to serve if nominated and elected.

     During 2000,2001, the Board of Directors of the Company held fiveseven meetings, the Audit Committee held three meetings, the Management Compensation Committee held fourthree meetings and the Nominating Committee held two meetings. Allone meeting. Except for Mr. McNiff, all of the directors (other than Ms. Wallman who was elected on December 6, 2000) attended 75 percent or more of the meetings held by the Board of Directors and by the Committees on which they served during 2000.2001.

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Compensation of Directors

     Each director of the Company (other than Messrs. Colburn and Lyons, who are consultants to the Company, and Mr. Paul, who is an employee of the Company) is paid $15,000 per year for his or her services as a director and $1,000 for each meeting of the Board of Directors attended. Each member of the Audit Committee (other than Mr. Lyons) is paid $2,000 per year, each member of the Management Compensation Committee is paid $3,000 per year, and each member of the Nominating Committee (other than Messrs. Colburn and Lyons) would beis paid $1,000 per year, for his or her services as such member, and each such Committee member (other than Messrs. Colburn and Lyons) is paid $500 for each meeting of a Committee attended. Directors are not paid fees for their participation in meetings by telephone conference or for actions by unanimous written consent. Each director and Committee member is reimbursed for travel and related expenses incurred in attending meetings.

     The stockholders approved the Amended and Restated Allen Telecom Inc. 1994 Non-Employee Directors Stock Option Plan (the “Directors Option Plan”) at the Company’s 19942001 Annual Meeting of Stockholders. The Directors Option Plan provides that each year, on the first Friday following the Company’s Annual Meeting of Stockholders, each individual elected, re-elected or continuing as a director (except for a director serving as Chairman or Vice Chairman) who is not a current or former employee of the Company automatically receives a nonqualified stock option for 3,000 shares of Common Stock. Under the Directors Option Plan, each new Non-Employee Director automatically receives an option to purchase 4,000 shares of Common Stock on the date such new director joins the Board of Directors. The Directors Option Plan also permits discretionary grants to directors who are not current employees of, but were previously employed by, the Company.receiving such automatic awards. On May 5, 2000,4, 2001, Messrs. McNiff, Robinson, Roetter and Smith and Ms. Wallman each received a non-qualified stock option for 3,000 shares of Common Stock of the Company at an exercise price of $17.125$13.16 per share. Ms. WallmanMr. Ausman received a non-qualified stock option for 4,000 shares of Common Stock of the Company at an exercise price of $17.75$7.01 upon herhis election to the Board of Directors on December 6, 2000.February 20, 2002. Each of the foregoing options expires 10 years from date of grant and is exercisable 50 percent after two years from date of grant, 75 percent after three years from date of grant and 100 percent after four years from date of grant. Also, each of the foregoing options becomes immediately exercisable upon the death of the optionholder prior to the expiration of such option or upon the cessation of such optionholder’s service as a director of the Company six months or more after the date of grant and prior to the expiration of such option.

     The Company maintains a Matching Gift Program for the benefit of the directors of the Company. Pursuant to the Matching Gift Program, in 20002001 the Company matched gifts to charitable organizations made by the directors in amounts up to $2,500 for each director.

     Mr. Colburn was employed as Chief Executive Officer of the Company until February 26, 1991, and as Chairman of the Board of the Company until December 31, 1991, pursuant to an employment agreement that was entered into in 1988. On December 31, 1991, Mr. Colburn elected to terminate his status as an employee of the Company (although he continues as Chairman of the Board of the Company) and to provide post-employment consulting services to the Company pursuant to his consulting agreement described below. Mr. Colburn’s employment agreement provides that the Company will continue to provide Mr. Colburn and his spouse medical and hospitalization benefits for their lives at least equal to the benefits they were entitled to while he was an

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     Mr. Colburn’s employment agreement provides for mandatory arbitration of all disputes relating to his employment agreement, his post-employment consulting agreement described below or his supplemental pension benefit agreement described on pages 1314 and 1415 hereof and requires the Company to pay all reasonable legal expenses incurred by Mr. Colburn in connection with resolution of disputes under the agreements.

     Pursuant to an agreement entered into in 1976, and subsequently amended, Mr. Colburn provided post-employment consulting services to the Company for several years prior to March 9, 1988, when he became President and Chief Executive Officer of the Company, and has provided and will continue to provide post-employment consulting services to the Company for an additional period that commenced upon termination of his employment, which was December 31, 1991, through December 31, 1998 and continuing thereafter for successive periods of 12 months each, unless either the Company or Mr. Colburn gives at least three months notice to the contrary. No

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     Pursuant to an agreement entered into in September 1989, as amended in 1990, Mr. Lyons provides post-employment consulting services to the Company for the period that commenced upon termination of his employment, which was September 30, 1989, through September 30, 1992 and continuing thereafter for successive periods of 12 months each, unless either the Company or Mr. Lyons gives at least three months notice to the contrary. No such notice was given by either party in 2000.2001. The agreement provides for the payment by the Company to Mr. Lyons annually, during the consulting period, of $25,000. In addition, during the consulting period, the Company includes Mr. Lyons in the Company’s life, medical and hospitalization and disability insurance benefit plans and furnishes him an automobile at the Company’s expense. During the consulting period, Mr. Lyons is required to furnish consulting services to the Company for up to 10 percent of his time each year, and he has agreed not to engage in or be employed by any business in competition with the Company during the term of his agreement.

     The Company also has entered into supplemental pension benefits agreements and “Change in Control” agreements with Messrs. Colburn and Lyons. For a description of the terms of these agreements, see “EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT — Retirement Plans — Other Supplemental Pension Benefits Agreements” and “EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT — Employment, Termination of Employment and Change in Control Arrangements” on pages 1314 to 1617 of this proxy statement.

     For additional information with respect to the directors of the Company, see “EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT — Transactions with Executive Officers and Directors” and “STOCK OWNERSHIP — Directors and Officers” on pages 19 and 20,21 of this proxy statement.

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EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT

Compensation Committee Report on Executive Compensation

     Pursuant to the proxy rules promulgated by the Securities and Exchange Commission designed to enhance disclosure of corporations’ policies toward executive compensation, Messrs. Roetter (Chair) and Robinson and Ms. Wallman, as members of the Management Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), submit the following report outlining the Company’s compensation plans and policies as they pertain to Robert G. Paul, President and Chief Executive Officer of the Company, and the other executive officers of the Company:

     The Company’s executive compensation plans have been designed to attract, retain and reward high caliber executives who will formulate and execute the business plans of the Company in a manner that will provide the stockholders of the Company with a satisfactory return while assuring that the Company’s executive compensation levels are fair and appropriate to both its executives and its stockholders. With these goals in mind, the Company’s compensation plans and policies have been designed to ensure that total executive compensation is linked significantly to the performance of the Company, as measured by both the operating performance of the Company and the increase in the value of its shares. Although the Compensation Committee recognizes that

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     The Compensation Committee regards stock ownership by the Company’s executive officers, encouraged by equity-based compensation plans, as an effective way to align the interests of the executive officers with those of the stockholders of the Company. Accordingly, the Compensation Committee does not plan to pay above-average base salaries to its executive officers. The Committee does expect to utilize performance-oriented and equity-based compensation to reward performance.

     The Compensation Committee considers that equity-based compensation, combined with performance-based incentive pay, will have a long-term impact on improving the Company’s financial results and increasing its stockholder value.

     The evaluation of the performance of the key executive officer group, and the Chief Executive Officer in particular, is primarily based on measurable criteria and, to a lesser extent, certain qualitative criteria. The measurable criteria include both the total return to stockholders, determined by changes in the stock price and the financial performance of the business, determined by sales growth, the amount of earnings per share, the return on equity and the rate of increase in earnings per share.

     Because of the nature of many of the Company’s businesses and the desire to focus on long-term objectives, these criteria are measured over one-year, three-year, five-year and longer periods. When evaluating performance with regard to an increase in base salary, the Compensation Committee assigns more weight to longer-term results,i.e., three and five-year comparisons, than to the results of a single year. It also considers comparisons of salaries for similar positions in companies of comparable size, as well as changes in the cost of living. When determining an annual incentive bonus, the Compensation Committee places full weight on the performance of the year just completed.

     The Company reported a profitloss of $.43$.06 per share in 2000 after two years of losses.2001. The stock price increased 55%decreased from $11.56 at year-end 1999 to $17.94 at year-end 2000 to $8.50 at year-end 2001, after a 73%55% gain during 1999, representing2000. This was during a significant increasedifficult period in stockholder value.the stock market, especially for technology and telecommunications stocks.

     The qualitative criteria utilized by the Board and Compensation Committee in evaluating the performance of the Company, the Chief Executive Officer and all other key executives of the Company, include but are not necessarily limited to:

	(i)	the success of the Company in implementing and achieving its corporate strategic goals and the strategic goals of its individual businesses;

 (ii) the success in the development of management depth;

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	(iii)	the development and maintenance of timely communication and credibility with its stockholders, financial analysts and other outside audiences; and
	(iv)	other items specific to each individual or to a particular business objective.

     The corporate executives are paid annual incentive bonuses commensurate with the Compensation Committee’s evaluation of the Company’s performance as described above. Two-thirds85% of the 20002001 maximum incentive bonus for the corporate executives was based on the Company’s 20002001 earnings per share. The remaining one third15% was based on certain qualitative criteria, including further strengthening the E 911 business, preparing for third generation, orestablishing a leading position in geolocation, successful shipments of 3G technology, successful launch of new products, enhancement of the Brazil and China initiatives,securing appropriate financing as needed, increasing shareholder value, and other qualitative criteria. The year 20002001 was deemed to be relatively successfulunsuccessful and thus the corporate executives’ annual bonuses were based on 62.5%5% of their maximum.

     The annual performance bonuses for most of the senior managers who are responsible for specific operating businesses and subsidiaries within the Company are based primarily on the annual operating profits of their individual businesses as measured against their profit plans. Some non-financial objectives, mutually established by those executives and the Company’s corporate officers at the beginning of each year, are also evaluated.

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     During 1997, the Compensation Committee engaged William M. Mercer Incorporated, a nationally recognized executive compensation consulting firm to perform an extensive review of the Company’s executive compensation practices. This review, and a number of selected updates, included an examinationexaminations of the Company’s practices and their consistency with general corporate practices and with the Compensation Committee’s philosophy. Mercer utilizedThey utilize a number of national compensation surveys and private databases for companies of similar size to the Company as well as specific analysis of the compensation information contained in proxy statements of a number of companies in similar industries.

This study indicatedindicates that the Company’s actual compensation practice waspractices are consistent with the Compensation Committee’s philosophy, and competitive with the universe of companies used as comparators. As a result, the Company has not made any major changes to executive compensation.

     Mr. Paul received a salary increase of $25,500$33,000 (a 5.8%7.1% increase) on January 1, 2000,2001, which was based on the objective and subjective criteria discussed above, peer comparisons and cost of living factors.

     Mr. Paul was paid a performance bonus of $234,000$20,000 for 20002001 equal to 50%4% of his salary. His employment agreement states that his performance bonus can range from 0% to 80% of base salary. Two thirds85% of his bonus was to be based on earnings per share targets which were 54%not accomplished, and the remaining one third15% was based on previously described qualitative criteria.

     In April 2000,2001, Mr. Paul was granted a non-qualified option for 50,00034,300 shares at $16.31$12.68 per share, the market price on the date of grant.

Compliance with Section 162(m) ofgrant, and an incentive stock option for 15,700 shares at the same $12.68 per share.

     Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to a public corporation for compensation over $1 million paid to the corporation’s chief executive officer and four other most highly compensated executive officers. Qualifying performance-based compensation will not be subject to the cap if certain requirements are met. The Compensation Committee and the Board of Directors intend to structure the compensation of its executive officers in a manner that should ensure that the Company does not lose any tax deductions because of the $1 million compensation limit in the foreseeable future.

     The Company’s salaries for its highest paid executives will be set, based on independent studies, at levels approximating the average for companies of comparable size in similar industries and, when added to annual bonus targets, are not expected to approach $1 million in the foreseeable future. The Company has been an early proponent of using more equity-based and performance-based compensation, which can often be designed to ensure that tax deductibility is not compromised.

      In February 1995, the7

     The Company’s Board of Directors amended the 1992 Stock Plan incorporating maximum limitations on individual annual stock option and restricted stock grants so as to meet the requirements of Section 162(m). They also amended the 1992 Stock Plan to identify the performance measures to be used if the Compensation Committee decides to use performance-based vesting restricted stock in the future to meet the requirements of Section 162(m). These amendments were approved by the Company’s stockholders at the Company’s 1995 Annual Meeting.

     The incentive restricted stock grants made by the Company in 1993 and thereafter contain both time-based vesting and provisions for performance-based acceleration, and therefore are subject to the $1 million cap. These restricted stock grants, however, include provisions to ensure that the amount vested in any one year will not place the individual’s earnings over the $1 million cap. The 1992 incentive restricted stock grants were grandfathered under Section 162(m). Thus, no tax deduction will be lost to the Company as a result of these restricted stock grants.

	Respectfully submitted,
	Martyn F. Roetter, Chair
	Charles W. Robinson
	Kathleen M. H. Wallman

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Annual and Long-Term Compensation

     The following table sets forth the annual and long-term compensation paid or accrued by the Company and its subsidiaries to those persons who were the Chief Executive Officer and the other four most highly compensated executive officers of the Company (collectively, the “Named Executive Officers”), for services rendered by them in all capacities in which they served the Company and its subsidiaries during 1998, 1999, 2000 and 2000.2001.

SUMMARY COMPENSATION TABLE

(a)	Mr. Schroeder became an executive officer of the Company on February 16, 1999. Under the Securities and Exchange Commission’s rules regarding the disclosure of executive compensation, no information is required to be provided for prior years during which Mr. Schroeder was not an executive officer.

(b)	Aggregate amount of such compensation is less than the lesser of $50,000 or 10 percent of the total annual salary and bonus reported for such Named Executive Officer under “Salary” and “Bonus” for such fiscal year.

(c)(b)

At December 31, 2000,2001, the Named Executive Officers held 88,70569,138 restricted shares of the Company’s Common Stock in the aggregate, which are subject to forfeiture under certain circumstances for periods up to 10 years with an aggregate value (calculated by multiplying the number of restricted shares held by $17.9375,$8.50, the closing market price of the Company’s Common Stock on December 31, 2000)2001) of $1,591,146$587,673 as follows: Mr. Paul (28,939(19,293 shares with a value of $519,093)$163,991), Mr. Youdelman (18,190(12,127 shares with a value of $326,283)$103,080), Mr. deVilliers (15,000 shares with a value of $269,063)$127,500), Mr. LePorte (11,576(7,718 shares with a value of $207,644)$65,603) and Mr. Schroeder (15,000 shares with a value of $296,063)$127,500). Dividends are paid on restricted shares of the Company’s Common Stock at the same rate as paid on other outstanding shares of the Company’s Common Stock. No dividends were paid on the Company’s Common Stock in 1998, 1999, 2000 and 2000.2001.

(d)(c)	These restricted shares of the Company’s Common Stock were awarded under the 1992 Stock Plan, and will vest 25 percent on February 23 in each of the years 2007, 2008, 2009 and 2010, unless accelerated vesting is

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	achieved. Accelerated vesting based on achieving certain stock price and earnings per share targets cannot begin until the year 2002, and such shares will then vest only when the following targets have been reached:

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(e)(d)

All Other Compensation includes $1,700 made as matching contributions for Messrs. Paul, Youdelman, deVilliers LePorte and Schroeder under the Company’s Employee Before-Tax Savings Plan for 2001, $1,700 made as matching contributions for Messrs. Paul, Youdelman, deVilliers and LePorte and $1,472.92 made as a matching contribution for Mr. Schroeder under the Company’s Employee Before-Tax Savings Plan for 2000, and $1,600 made as matching Company contributions for Messrs. Paul, Youdelman, deVilliers and LePorte and $1,240.08 made as a matching contribution for Mr. Schroeder under the Company’s Employee Before-Tax Savings Plan for 1999 and $1,200 made as a matching contribution for each of the Named Executive Officers under the Company’s Employee Before-Tax Savings Plan for 1998.1999. In addition, All Other Compensation includes (i) insurance premiums in the following amounts paid by the Company with respect to term life insurance for the benefit of each of the Named Executive Officers during each of 2001, 2000 1999 and 1998,1999, respectively, as applicable: Mr. Paul ($51,62, $51 and $84)$51), Mr. Youdelman ($51,62, $51 and $84)$51), Mr. deVilliers ($51,62, $51 and $1,260)$51), Mr. LePorte ($51,62, $51 and $84)$51), and Mr. Schroeder ($714911, $714 and $617 for 2000 and 1999, respectively)$617), and (ii) the following amounts equal to the net dollar value of the remainder of the premiums paid by the Company in connection with life insurance policies issued pursuant to the Split Dollar Insurance Agreements between the Company and the following Named Executive Officers during 2001, 2000 1999 and 1998,1999, respectively: Mr. Paul ($26,482, $42,31026,809, $26,982 and $42,719)$42,310), Mr. Youdelman ($21,038, $59,66020,932, $21,038 and $44,754)$59,660), Mr. LePorte ($7,866, $7,92612,659, $7,866 and $8,120)$7,926) and Mr. deVilliers ($14,802, $14,90614,755, $14,802 and $0)$14,906). The premiums paid by the Company in connection with the life insurance policies issued pursuant to such Split Dollar Insurance Agreements set forth in the preceding sentence generally will be recovered in full by the Company upon the cancellation or purchase by a Named Executive Officer of any such life insurance policy or the payment of any death benefits under any such life insurance policy.

Options Granted in 20002001

     The following table sets forth information with respect to grants of non-qualified and incentive stock options to purchase shares of the Company’s Common Stock, respectively, to the Named Executive Officers during 20002001 pursuant to the Company’s 1992 Stock Plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

(a)

Each of these options was granted on April 28, 2000.27, 2001. Each of these options is exercisable 50 percent after two years from date of grant, 75 percent after three years from date of grant and 100 percent after four years from date of grant. If the optionee’s employment by the Company or any of its subsidiaries terminates for any reason, this option may be exercised to the extent exercisable at the time of such termination of employment within three months after such termination of employment. If the optionee dies within such three-month

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	period or if the termination of his employment is due to his death, this option may be exercised within one year after his death. Each of these options contains a tandem stock appreciation right providing that the Company will, if requested by the optionee prior to the exercise thereof and if approved by the Compensation

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Committee, purchase that portion of the option which is then exercisable at a price equal to the difference between the exercise price and the market price of the shares. The purchase price may be paid by the Company in either cash or Common Stock of the Company, or any combination thereof, as the Compensation Committee may determine. In addition, each of these options contains a tandem limited stock appreciation right exercisable six months after grant and immediately after a “Change in Control” of the Company (as defined below on page 1617 of this proxy statement). Pursuant to this tandem limited stock appreciation right, the Company will purchase the option for cash at a price equal to the difference between the exercise price and the “market value” (as defined in the 1992 Stock Plan) of the shares covered by the option. Such market value generally is defined to relate to the highest market value of the Company’s Common Stock during the period in which the circumstances giving rise to the exercise of the limited stock appreciation right occurred.

(b)

The dollar amounts set forth in the columns are determined as of the date of grant of such options and are the result of calculations of the 5% and 10% assumed stock price appreciation rates set forth in the Securities and Exchange Commission’s rules regarding the disclosure of executive compensation, and therefore are not intended to forecast possible future appreciation of the Company’s Common Stock. Actual gains, if any, on the exercise of options are dependent on the future performance of the Company’s Common Stock, as well as the applicable Named Executive Officer’s continued employment throughout the vesting period.

Option Exercises and 20002001 Year-End Values

     The following table sets forth information with respect to (i) options to purchase shares of the Company’s Common Stock granted under the Company’s 1982 Stock Plan and 1992 Stock Plan, respectively, which were exercised by the Named Executive Officers during 2000,2001, and (ii) unexercised options to purchase shares of the Company’s Common Stock granted under the Company’s 1982 Stock Plan and 1992 Stock Plan, respectively, to the Named Executive Officers and held by them at December 31, 2000.2001.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND

(a)	Named Executive Officer did not exercise any options to purchase shares of the Company’s Common Stock during 2000.2001.

(b)	The dollar values are calculated by determining the difference between the fair market value of the shares of the Company’s Common Stock underlying the options and the exercise price of such options at exercise or at December 31, 2000,2001, as applicable.

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Retirement Plans

     Participants in the Allen Telecom Inc. Corporate Retirement Plan (the “Retirement Plan”) consist of a majority of the full-time employees of the Company and its subsidiaries in the United States, including the Named Executive Officers, and Messrs. Colburn, Lyons and McNiff as former employees of the Company. The Retirement Plan generally provides a retirement benefit based upon the participant’s years of credited service (not in excess of 30 years) and his or her final average earnings, with final average earnings consisting of the sum of (i) the average of the salaries of the participant during the five years of highest salaries of the participant in the

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     The Internal Revenue Code (the “IRC”) imposes a maximum limit on annual retirement benefits payable under tax-qualified retirement plans, such as the Retirement Plan. For 2001,2002, that annual limit is $140,000.$160,000. In addition, the IRC limits the amount of annual compensation that may be taken into account for benefit calculation purposes under tax-qualified retirement plans. For 2001,2002, that annual limit is $170,000.$200,000. Effective January 1, 1996, the Company adopted the Allen Telecom Inc. Restoration Plan (the “Restoration Plan”). Under the Restoration Plan, each employee whose Retirement Plan benefit is limited by these IRC restrictions or as a result of his deferral of income under the Company’s Deferred Compensation Plan will be entitled to a supplemental restoration benefit equal to the difference between the full amount of his pension benefits determined under the Retirement Plan (calculated without regard to these IRC restrictions or to deferral of income under the Company’s Deferred Compensation Plan) and the maximum amount payable from the Retirement Plan. If (i) the Company breaches any material provision of the Plan and such breach continues for at least 30 days after notice to the Company, or (ii) the Company makes a general assignment for the benefit of creditors, or (iii) any proceeding under the U.S. Bankruptcy Code is instituted by or against the Company and, if instituted against the Company, is consented to or acquiesced in by it or the Company fails to use its best efforts to obtain the dismissal thereof for 60 days, or (iv) a receiver or trustee in bankruptcy is appointed for the Company, the Company will pay each employee affected thereby an amount equal to the present value of his benefits under the Restoration Plan. In addition, at any time after an employee commences receiving benefits from the Restoration Plan, the employee may request that 90 percent of the present value of all remaining benefits payable to the employee under the Restoration Plan be paid to the employee in a single lump sum cash payment. If an employee elects to receive such a payment, the remaining 10 percent of such present value would be forfeited. Except as specified above, the vesting of benefits, the timing of payments and the form of payments under the Restoration Plan are determined in accordance with the terms of the Retirement Plan. The Restoration Plan is unfunded. The Named Executive Officers are participants in the Restoration Plan.

     The following table shows estimated annual benefits payable under the Retirement Plan and the Restoration Plan to participants in specified compensation (final average earnings) and years-of-service classifications on a straight life annuity basis, assuming normal retirement at age 65 on January 1, 20012002 and application of the current

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(a)

The current final average earnings for the named Executive Officers at the end of 20002001 are $687,200$713,000 for Mr. Paul, $395,640$408,040 for Mr. Youdelman, $172,929$187,793 for Mr. deVilliers, $247,400$257,600 for Mr. LePorte and $141,050$151,450 for Mr. Schroeder. The calculation of the foregoing amounts includes the amounts shown under “Salary” and “Bonus” in the Summary Compensation Table set forth on pages 89 and 910 of this proxy statement.

(b)	Years of credited service as of January 1, 20012002 under the Retirement Plan for the Named Executive Officers are 30.930 for Mr. Paul, 23.924.9 for Mr. Youdelman, 9.810.8 for Mr. deVilliers, 19.820.8 for Mr. LePorte and 19.520.5 for Mr. Schroeder.

     The Company has entered into separate Supplemental Target Pension Benefit Agreements (each, a “Target Agreement”) with six executives of the Company, including Messrs. Paul, Youdelman, deVilliers and LePorte (collectively, the “Target Officers”). Pursuant to each Target Agreement, the Company will provide annual pension benefits to a Target Officer supplemental to the annual benefits paid to him under the Retirement Plan and the Restoration Plan if warranted by the formula under the Target Agreement. Generally, the target benefit is 1.733% of the Target Officer’s five-year average earnings (as defined in the Retirement Plan but without regard to IRC limitations or to deferral of income under the Company’s Deferred Compensation Plan), multiplied by his years of credited service, but not in excess of 30 years. The target benefit is reduced by an amount, expressed as a single life annuity, equal to the sum of the Target Officer’s Retirement Plan benefit, Restoration Plan benefit, Employee Before-Tax Savings Plan matching benefit and social security benefit. For this purpose, the Employee Before-Tax Savings Plan matching benefit assumes the Company contributed each year to the Company’s Employee Before-Tax Savings Plan for the Target Officer the maximum permissible matching contribution, and such amounts accumulated at the rate of 8% compounded annually. Each target benefit may not exceed an annual amount of $250,000 reduced by four-twelfths of one percent ( 4/12%) for each month (if any) by which the applicable Target Officer’s target benefit commences before such Target Officer’s attainment of age 65. Each Target Agreement is unfunded.

     Under each Target Agreement, if, after the Target Officer ceases to be a senior executive officer, (i) the Company’s bank indebtedness is accelerated, or (ii) the Company breaches any material provision of the Target Agreement and such breach continues for at least 30 days after notice to the Company, or (iii) the consolidated tangible net worth of the Company falls below $90 million (provided that such tangible net worth at the time the affected Target Officer ceases to be a senior executive officer is at least $130 million, or if such tangible net worth at the time he ceases to be a senior executive officer is less than $130 million, the tangible net worth of the Company declines by $40 million), or (iv) the Company makes a general assignment for the benefit of creditors,

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