AMENDMENT NO. 2


          Amendment No.  2 dated  as of September 2,  1997 (this  "Amendment")
    between  MELLON  LEASING  CORPORATION,  a  Pennsylvania   corporation  and
    formerly Mellon  Financial Services Corporation  #3, as Lessor ("Lessor"),
    and  ESSEX GROUP, INC.,  a Michigan corporation, as  Lessee ("Lessee"), to
    the AGREEMENT  AND LEASE dated as  of April 12,  1995, as amended  to date
    (the "Agreement"), between Lessor and Lessee;

                                 WITNESSETH THAT:

          WHEREAS,  Lessee  has requested  that  Lessor  agree  to  amend  the
    Agreement is hereinafter provided;

          WHEREAS,  Lessor is  willing  so  to amend  the Agreement  upon  and
    subject to the terms and conditions hereinafter provided;

          WHEREAS,  unless  otherwise defined  herein  or  unless  the context
    otherwise requires, terms defined in the Agreement shall have the meanings
    therein set forth;

          NOW, THEREFORE, the parties hereto, in consideration of the premises
    and their  mutual covenants  hereinafter  set forth  and intending  to  be
    legally bound, hereby agree as follows:

          1.    Amendments.    Section  14.1(j)  of  the  Agreement is  hereby
    amended in its entirety to read in its entirety as set forth below:

          (j)  (i)  The  Bessemer  Group  in  the  aggregate  shall  cease  to
          beneficially own (within the meaning of Rule 13d-3 of the Securities
          and  Exchange   commission),  directly   or  indirectly,  securities
          representing at least 20%  on a fully diluted basis of the  ordinary
          voting power  for the  election of directors of  Holdings; (ii)  any
          Person or group (within the  meaning of Rule 13d-5 of the Securities
          and Exchange Commission), other than any Person or group  consisting
          solely  of one or more members of the  Bessemer Group, Investors and
          directors, officers  or employees (or  former directors, officers or
          employees) of Holdings or  any of its Subsidiaries,  shall, directly
          or  indirectly, have  the  power to  vote  or direct  the  voting of
          securities representing a  greater percentage of the ordinary voting
          power for the election of directors of Holdings than securities then
          beneficially owned by the Bessemer Group; (iii) any Person or group,
          other than any Person  or group consisting solely of members of  the
          Bessemer Group,  Investors and directors,  officers or employees (or
          former directors, officers  or employees) of Holdings or any  of its
          subsidiaries,  shall have  acquired, by  contract or  otherwise, the
          power  to exercise  directly or  indirectly a  controlling influence
          over  the management  or policies of  Holdings; (iv)  Holdings shall
          cease to own and control, of record and beneficially, directly, 100%
          of each class of  outstanding Capital Stock of Lessee free and clear
          of  all  Liens   (except  Liens  created  by   the  Holdings  Pledge
          Agreement);  (v) Lessee  shall  issue  any  Capital  Stock  (or  any
          security  convertible into  any of  its Capital  Stock) that  is not
          pledged to Administrative  Agent for the benefit of the  lenders, or
          (vi) at any time that any Senior Notes are outstanding, a "change of
          Control" (as defined in the Senior Note Indenture) shall occur  (for
          purposes  of  this  Section  14.1(j),  the  terms "Bessemer  Group",
          "Liens", "Capital Stock",  "Investors", "Holdings Pledge Agreement",
          "Senior Notes", "Senior  Note Indenture", "Administrative Agent" and<PAGE>


          "Lenders" shall  have the respective meanings assigned to such terms
          in the Credit Agreement);

          2.    Representations and Warranties.   Lessee hereby represents and
    warrants to Lessor  that the representations and warranties of  Lessee set
    forth in Section  5.2 of the Agreement  and true and correct  on and as of
    the date hereof except that for purposes of this Section 2, each reference
    in Section 5.2 to "this  Agreement" shall mean the Agreement as amended by
    this  Amendment, each  such reference  to "December  31, 1993"  shall mean
    "December 31, 1995", each such reference to "December 31, 1994" shall mean
    "December 31, 1996" and  each such reference to "Closing Date" shall  mean
    "Amendment Closing Date" as hereinafter defined.

          3.    Conditions Precedent.  This Amendment shall be effective as of
    September 2, 1997 upon satisfaction of the following conditions (the  date
    upon which such condition is satisfied being herein called the  "Amendment
    Closing Date"):

                a.    Delivery  by  Lessee  to Lessor  of  a certificate  of a
    Responsible  Officer  to  the  effect  that  (i)  the representations  and
    warranties of Lessee set forth in Section 2 hereof are true and correct on
    and as of the Amendment Closing Date as though made on such Date  and (ii)
    on such Date no Event of  Default or Unmatured Default has occurred and is
    continuing.

          4.    Miscellaneous.   The  parties hereto  hereby confirm  that the
    Agreement, as  amended hereby,  does and  shall remain in  full force  and
    effect.

          WITNESS the date execution hereof as of the day and year first above
    written.

                                  MELLON LEASING CORPORATION,
                                    Lessor



                                  By    /s/ Michael R. Langrecker      
                                  Title:  Vice President

                                  ESSEX GROUP, INC., Lessee



                                  By    /s/ David A. Owen              
                                  Title:  Executive Vice President, CFO













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