UNSECURED PROMISSORY NOTE

$_________                                                  ____________________
                                                            Nashville, Tennessee

    FOR VALUE RECEIVED, subject to the terms and conditions set forth below,
__________________, an individual, (the "Executive"), whose address is
_____________________________________, hereby promises to pay to the order of
MAGNETEK, INC. (the "Holder"), whose address is 26 Century Boulevard, [Suite
600,] Nashville, Tennessee 37214, the principal sum of
____________________________ Dollars and _______ Cents ($___________), together
with interest thereon at the rate of _____% per annum or, if less, the maximum
rate allowable under applicable law, compounded [quarterly/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/STOCK GRANT].  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 [vesting/grant], on the date hereof, of ________ shares of common stock of
Holder [previously issued to Executive] ("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 ________ shares of Common Stock (such
amount to be adjusted in the case of any stock dividend, stock split,
recapitalization or similar event), (ii) 90 days after the date of termination
of the Executive's employment with the Holder, for any reason, and (iii) the
fifth anniversary of the date hereof (the earliest of each of the dates set
forth in subsections (i), (ii), and (iii) above is referred to as the "Maturity
Date").  Subject to the provisions of Section 3 below, all interest shall accrue
and be payable on the Maturity Date.  

    3.   PREPAYMENT.  The Executive may prepay all or part of the outstanding
principal balance of this Note, with accrued interest but without premium or
penalty, at any time. 

    4.   EVENTS OF DEFAULT; ACCELERATION.  The term "Event of Default" shall
consist of (i) a default in payment of interest or principal, when due, or (ii)
the Executive's filing of a petition for bankruptcy relief under title 11 of the
United States Code (the "Bankruptcy Code").  Upon and after the occurrence of
any Event of Default (whether such occurrence shall be voluntary or involuntary
or come about or be effected by operation of law or otherwise) and at any time
so long as such Event of Default shall be continuing, the Holder may, by notice
to the Executive, declare this Note, all interest hereon and all other amounts
payable hereunder, to be immediately due and payable, whereupon this Note, all
such interest and all such amounts shall become and be immediately due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Executive.  Unpaid principal and
overdue interest on this Note shall continue to bear interest after an Event of
Default until all principal and interest due hereunder has been paid in full. 
The Holder may enforce its rights hereunder by an action at law, suit in equity
or other appropriate proceeding.

    5.   CANCELLATION.  Upon payment in full of all principal and interest
payable hereunder this Note shall be surrendered to the Executive for
cancellation.



    6.   AMENDMENT AND WAIVER.  Any provision of this Note may be amended or
waived by a written instrument signed by the Executive and by the Holder, such
amendment or waiver to be effective but only in the specific instance and for
the specific purpose for which the amendment or waiver is made or given.  No
delay on the part of the Holder in exercising any right thereunder shall operate
as a waiver of such right.

    7.   ATTORNEYS' FEES.  The Executive shall reimburse Holder for any
reasonable attorneys' fees and expenses incurred by the Holder in connection
with the enforcement of its rights under this Note.

    8.   NOTICES.  Any notice required or permitted hereunder shall be given in
writing and shall be deemed given upon personal delivery or five days after
deposit in the United States mail, by registered or certified mail, postage
prepaid, addressed (i) if to the Executive at the address set forth above and
(ii) if to the Holder at such Holder's address set forth above, or at such other
address as the Executive or the Holder may designate by notice as provided
herein.

    9.   SEVERABILITY.  If one or more provision of this Note shall be
unenforceable, the remaining provisions of this Note shall not in any way be
effected or impaired thereby and shall continue in full force and effect.

    10.  GOVERNING LAW.  This Note and the obligations of the Executive
hereunder shall be governed by and construed in accordance with the laws of the
State of Tennessee.


                                            -----------------------------