FIFTH AMENDMENT
                                        TO THE
                                1987 STOCK OPTION PLAN
                                          OF
                                    MAGNETEK, INC.

         MAGNETEK, INC., a corporation organized under the laws of the State of
Delaware, hereby adopts this amendment to the 1987 Stock Option Plan of
MagneTek, Inc. (the "Plan") pursuant to Section 7.2 of the Plan, as of the 24th
day of July, 1996.

    1.   Section 5.3 of the Plan is hereby amended to delete the proviso that
         appears between paragraph (c)(iv) and paragraph (d).

    2.   Section 6.1 of the Plan is hereby amended to provide that the
         Committee (as defined in the Plan) shall consist of at least two (2)
         Directors.

    3.   Section 7.1 of the Plan is hereby amended to permit options to be
         transferable pursuant to a "domestic relations order," as defined in
         the Internal Revenue Code.