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2004 Stock Incentive Plan

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Sectors: Electronics and Miscellaneous Technology
Effective Date: August 22, 2007
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FIRST AMENDMENT

TO THE

2004 STOCK INCENTIVE PLAN

OF

MAGNETEK, INC.

MagneTek, Inc. (the "Company") hereby amends the 2004 Stock Incentive Plan of MagneTek, Inc. (the "Plan"), pursuant to Section 15 of the Plan, as follows:

1. Section 11.7 of the Plan, as set forth below, is hereby deleted in its entirety from the Plan.

Section 11.7 Sub-Committees . The Board of Directors or the Committee may from time to time appoint one or more Sub-Committees (as defined below) comprised of one or more officers, directors or others, which Sub-Committee shall have the powers of the Committee described in Section 6 of this Plan solely with respect to the grant of Options to em
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