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                             AFC CABLE SYSTEMS, INC.

                       Change in Control Severance Benefit
                             Plan for Key Employees
                                 March 11, 1998

         AFC Cable Systems, Inc. (the "Company") desires to assure that it and
its subsidiaries (the "Employer") will have the benefit of the continued service
and experience of certain of their key employees designated as hereinafter
provided ("Employees," or individually, the "Employee") and to assure Employer
and the Employee of the continuity of management of the Company and Employer in
the event of any actual or threatened change in control of the Company and
adopts this plan (the "Plan") to provide such assurances.

         1. DESIGNATED EMPLOYEES. Employees entitled to participate in the Plan
shall be those designated from time to time by the Board of Directors of the
Company.

         2. AGREEMENT OF EMPLOYEES. Designated Employees in order to participate
in the Plan must enter into written agreements with Employer with respect to
participation in the Plan in a form prescribed by Employer, which need not be
the same for all such Employees and which may provide for reduced benefits or
less favorable terms than are provided for in this Plan generally and which
shall contain, among other things, the agreement of such Employees that in the
event any person ("Person"), as that term is defined or used in Sections 13(d)
or 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"), begins a
tender or exchange offer, solicitation of proxies from the Company's security
holders or takes other actions to effect a Change in Control (as hereinafter
defined), such Employee will not voluntarily terminate his employment with
Employer until such Person has abandoned or terminated such efforts to effect a
Change in Control or until a Change in Control has occurred.

         3. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall be deemed to have occurred if and when

                  (a) The Company ceases to be a publicly owned corporation
         having at least five hundred (500) stockholders; or

                  (b) There occurs any event or series of events that would be
         required to be reported as a change in control in response to Item 1(a)
         on a Form 8-K filed by the Company under the Exchange Act or in any
         other filing by the Company with the Securities and Exchange Commission
         unless the Person acquiring control is or is an affiliate of such
         Employee; or

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                  (c) The Company executes an agreement of acquisition, merger
         or consolidation which contemplates that after the effective date
         provided for in the agreement, all or substantially all of the business
         and/or assets of the Company shall be controlled by another corporation
         or other entity; provided, however, for purposes of this paragraph (c)
         that (i) if such an agreement requires as a condition precedent
         approval by the Company's stockholders of the agreement or transaction,
         a Change in Control shall not be deemed to have taken place unless and
         until such approval is secured and (ii) if the voting stockholders of
         such other corporation or entity shall, immediately after such
         effective date, be substantially the same as the voting stockholders of
         the Company immediately prior to such effective date, the execution of
         such agreement shall not, by itself, constitute a "Change in Control";
         or

                  (d) Any Person (which does not include Employee or any
         affiliate of the Company as of the date of adoption of this Plan)
         becomes the beneficial owner, directly or indirectly (either as a
         result of the acquisition of securities or as the result of an
         arrangement or understanding, including the holding of proxies, with or
         among security holders), of securities of the Company representing
         twenty-five (25%) or more of the votes that could then be cast in an
         election for members of the Company's Board of Directors unless within
         fifteen (15) days of being advised that such ownership level has been
         reached, a majority of the Continuing Directors then in office adopts a
         resolution approving the acquisition of that level of securities
         ownership by such Person; or

                  (e) During any period of twenty four (24) consecutive months,
         commencing after the effective date of this Plan, individuals who at
         the beginning of such twenty-four-month period were directors of the
         Company shall cease to constitute at least a majority of the Company's
         Board of Directors, unless the election of each director who was not a
         director at the beginning of such period has been approved in advance
         by directors representing at least two-thirds of (i) the directors then
         in office who were directors at the beginning of the twenty-four-month
         period or (ii) the directors specified in clause (i) plus directors
         whose election has been so approved by directors specified in clause
         (i).

         For purposes of this Plan, directors of the Company shall be
"Continuing Directors" if they were directors at the beginning of any such
twenty-four-month period or were approved in the manner provided in paragraph
(e) of this Section 3.

         4. BENEFIT UPON A CHANGE IN CONTROL. Within thirty (30) days following
a Change in Control, regardless of whether an Employee's employment has been
terminated, the Company shall pay to the Employee an amount equal to twenty
percent (20%) of the annual rate of his basic salary immediately prior to the
Change in Control.

         5. SEVERANCE BENEFIT. If during a period of twenty four (24) months
following a Change in Control, either (i) the employment of Employee is
terminated by Employer or (ii) there is a

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material adverse change in the terms of the employment of Employee which
entitles Employee to treat any such change as such a termination as hereinafter
provided, Employee shall be entitled to receive severance pay at an annual rate
equal to (i) his basic salary at the annual rate in effect immediately prior to
any such Change in Control (or, if higher, immediately prior to such
termination), plus (ii) the highest amount of bonus or incentive compensation
paid or payable in cash or stock (valued as of the date of such bonus) to
Employee (irrespective of any decision to defer any payment with respect
thereto) for any one of the three calender years prior to such Change in Control
(or, if higher, immediately prior to such termination), such severance pay to be
paid for the twenty-four-month period following such termination in the same
manner as Employee's basic salary was paid immediately prior to such termination
and to be subject to appropriate tax withholding. For example, if Employee's
basic salary was $100,000 immediately prior to a Change in Control, his highest
bonus in the prior three years was $20,000 and he is paid monthly, his severance
pay for each of the twenty four (24) months following termination would be
$10,000. Payment of such amount shall be considered severance pay in
consideration of past services, services subsequent to Employee's designation
under this Plan and continued services during a period while any such Change in
Control is pending and thereafter and is not to be reduced by compensation or
income received by Employee from any other employment or other source.

         In the event of such a termination, Employee shall continue for a
period of twenty four (24) months after termination to be covered at the expense
of Employer by the same or equivalent hospital, medical, accident, disability
and life insurance coverages as he was covered immediately prior to such
termination; provided, however, that in lieu of such coverage, Employee may
elect to be paid in cash, within fifteen (15) days after such termination, an
amount equal to Employer's cost of providing such coverages during such period.

         Notwithstanding the foregoing, all payments to which Employee would be
entitled under this Plan shall be reduced to the extent necessary so that he
shall not be liable for the federal excise tax levied on certain "excess
parachute payments" under Section 4999 of the Internal Revenue Code.

         Following a Change in Control, a material adverse change in the terms
of employment of Employee by Employer which Employee is entitled to treat as a
termination by Employer for purposes of this Plan includes:

                  (a) Without Employee's express written consent, assignment of
         Employee to any duties inconsistent with his position, duties and
         responsibilities and status with Employer immediately prior to a Change
         in Control; or

                  (b) A reduction by the Employer in Employee's base salary as
         in effect immediately prior to a Change in Control;

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                  (c) A failure by Employer to continue any cash or stock bonus
         or incentive plans in which Employee is entitled to participate
         immediately prior to a Change in Control or a modification of any such
         plans with the result that the cash or stock bonus or incentive
         compensation ("Bonus") paid to Employee for any calendar year in which
         such Change in Control occurs or in the subsequent twenty-four-month
         period is less than the average Bonus awarded Employee for the three
         years prior to the Change in Control (or such shorter period as he has
         been employed by Employer); or

                  (d) Without Employee's express written consent, the Employer's
         requiring Employee to be based anywhere other than within twenty-five
         (25) miles of his office location immediately prior to a Change in
         Control, except for required travel on the Employer's business to an
         extent substantially consistent with his business travel obligations
         immediately prior to a Change in Control; or

                  (e) The failure by the Employer to continue in effect any
         benefit or compensation plan, stock ownership plan, stock purchase
         plan, stock option plan, life insurance plan, health-and-accident plan
         or disability plan in which Employee is participating at the time of a
         Change in Control (or plans providing Employee with substantially
         similar benefits), or the taking of any action by the Employer which
         would adversely affect Employee's participation or materially reduce
         his benefits under any of such plans; or

                  (f) The taking of any action by the Employer which would
         deprive Employee of any material fringe benefit enjoyed by him
         immediately prior to a Change in Control or the failure by the Employer
         to provide him with the number of paid vacation days to which he is
         then entitled in accordance with the Employer's normal vacation policy
         in effect immediately prior to a Change in Control; or

                  (g) The failure by the Employer or the Company to obtain the
         written agreement to perform the Company's obligations under this Plan
         by any successor of the Company; or

                  (h) Any breach by the Company or Employer of any provision of
         this Plan.

         6. LIMITED EFFECT. This Plan, any agreement entered into pursuant
hereto and payment of severance benefits hereunder shall not give Employee any
right of continued employment, and no right to any compensation or benefits from
the Company or Employer except the right specifically stated herein for certain
severance pay benefits in the event of a Change in Control at a time when
Employee is still employed by Employer and is a designated Employee under this
Plan, shall not limit Employer's right to terminate Employee's employment at any
time prior to a Change in Control, with or without cause, or to terminate
Employees designation as an Employee under this Plan, except as may be otherwise
provided in a written employment agreement between Employee and Employer, and
shall not confer on Employee any right to severance pay except in the event as
specifically provided for herein.

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         7. TERMINATION. This Plan and the employee benefits described herein
may be terminated as to all Employees or as to any specific Employee at any time
by the Company acting by a majority of the Continuing Directors then in office;
provided that no such termination occurring after or 180 days prior to a Change
in Control shall have occurred shall terminate or effect the rights of any
Employee hereunder.

         8. INDEMNIFICATION. Employer agrees to pay all costs and expenses
incurred by Employee in connection with the enforcement of his rights under this
Plan and will indemnify and hold harmless Employee from and against any damages,
liabilities and expenses (including without limitation fees and expenses of
counsel) incurred by Employee in connection with any litigation or threatened
litigation, including any regulatory proceedings, arising out of the making,
performance or enforcement of this Plan.

         9. GOVERNING LAW. This Plan and agreements made with Employees
hereunder shall be governed by the laws of the State of Rhode Island and
Providence Plantations.

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