THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Magnetek, Inc. (MAG)

10/3/2005 Proxy Information

On July 1, 1994, Magnetek entered into an Executive Management Agreement with the Spectrum Group, Inc. (the “Spectrum Agreement”) whereby Andrew Galef, the Chairman and Chief Executive Officer of the Spectrum Group, served as the President and Chief Executive Officer of Magnetek and oversaw the day-to-day management and operations of the Company and participated in strategic planning and other aspects of the business. In consideration for Mr. Galef’s services, the Spectrum Group received an annual fee, plus reimbursement of certain allocated and out of pocket expenses, but Mr. Galef received no direct compensation from Magnetek, including for his services as a Director. Mr. Galef voluntarily resigned his position as Magnetek’s President and Chief Executive Officer in May 2005 and has not actively participated in the Company’s day-to-day business operations since that time, although he continues to serve as Chairman of the Board. During fiscal 2005, Magnetek, Inc. paid a total of $725,820 for fees and expenses related to Mr. Galef’s services. The Spectrum Agreement expires on December 31, 2005 and will not be extended.

9/22/2004 Proxy Information

Magnetek has entered into an agreement with Spectrum whereby Spectrum will provide management services to Magnetek through December 31, 2005 for an annual fee plus certain allocated and out of pocket expenses. Andrew Galef, the Chairman, President and Chief Executive Officer of Magnetek is also the Chairman, President, Chief Executive Officer and sole shareholder of Spectrum. Mr. Galef receives no direct compensation from Magnetek. The services provided by Spectrum include consultation and direct, day-to-day management and assistance with the operations, strategic planning and other aspects of Magnetek's business. During fiscal 2004, Magnetek paid Spectrum a fee of $500,000 (For fiscal 2004, Mr. Galef voluntarily reduced the fee due Spectrum under its agreement with Magnetek from $725,820 to $500,000, representing a 31% fee reduction.) for Mr. Galef's services and reimbursed Spectrum for expenses in the amount of $88,443.

9/29/2003 Proxy Information

Magnetek has entered into an agreement with the Spectrum Group, Inc. whereby Spectrum has agreed to provide management services to Magnetek through December 31, 2005 for an annual fee plus certain allocated and out of pocket expenses. Andrew Galef, the Company's Chairman, President and Chief Executive Officer is also the Chairman, President, Chief Executive Officer and sole shareholder of Spectrum. The services provided include consultation and direct management assistance with respect to operations, strategic planning and other aspects of Magnetek's business. Fees and expenses paid to Spectrum for these services under the agreement amounted to $794,750 for fiscal year 2003.

Magnetek leases space for its Menomonee Falls, Wisconsin business operations in two buildings owned by Richard Pratt's wife. Richard Pratt was an Executive Vice President in charge of the Company's TPG business division until January 2003, when his employment with Magnetek was terminated. Magnetek paid Mrs. Pratt $313,900 during fiscal 2003 to lease space in the buildings.