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                                                                   Exhibit 10(b)


     AMENDMENT NO. 5 TO THE ALLEN TELECOM INC. KEY EMPLOYEE SEVERANCE POLICY


         Allen Telecom Inc., formerly known as The Allen Group Inc. (the
"Company"), by action of the Board of Directors of the Company on February 24,
2000, adopted this Amendment No. 5 to the Allen Telecom Inc. Key Employee
Severance Policy (the "Policy"), effective as of February 24, 2000:

         The second sentence of the first paragraph of the Policy is hereby
         amended and restated in its entirety to read as follows:

                  "For purposes of this Policy, a key employee shall be (a) any
                  employee of the Company who at any time prior to February 24,
                  2000 held stock options granted under the Company's 1982 Stock
                  Plan, 1992 Stock Plan or any successor plan thereto, or (b)
                  any employee of the Company who is designated by the
                  Management Compensation Committee of the Board of Directors of
                  the Company, except as to any employee who is (i) an employee
                  of one of the Company's foreign subsidiaries, (ii) an employee
                  covered by an employment or severance agreement with the
                  Company or, (iii) an employee of the Company or one of its
                  domestic subsidiaries, eligible to receive severance under the
                  laws or general business practices of any foreign country."