Unsecured Promissory Note

UNSECURED
PROMISSORY NOTE


$117,800 March 19, 1997
Nashville, Tennessee


FOR VALUE RECEIVED, subject to the terms and conditions set forth below, RONALD N. HOGE, an individual, (the "Executive"), whose address is 420 Elmington Avenue, Apartment 1406, Nashville, Tennessee 37215, hereby promises to pay to the order of MAGNETEK, INC. (the "Holder"), whose address is 26 Century Boulevard, P.O. Box 290159, Nashville, Tennessee 37229-0159, the principal sum of One Hundred Eleven Thousand Eight Hundred Dollars ($117,800), together with interest thereon at the rate of 6.32% per annum or, if less, the maximum rate allowable under applicable law, compounded semi-annually, and payable in cash as set forth below. Payment of principal and interest shall be made in lawful money of the United States of America. Payment of principal and interest shall be made to the address of the Holder set forth above, or at such other place as the Holder may from time to time designate in writing to the Executive.


1. RESTRICTED STOCK. The Executive and the Holder acknowledge and agree that the purpose of the advance to the Executive evidenced by this Note is to enable the Executive to make certain tax payments related to the grant, on the date hereof, of 25,000 shares of common stock of Holder ("Common Stock").


2. MATURITY DATE. The Executive shall repay the outstanding principal balance of this Note on the earliest of (i) the date, after the date hereof, on which the Executive has sold more than 12,500 shares of Common Stock (such amount to be adjusted in the case of any stock dividend, stock split, recapitalization or similar event), (ii) ...