AMENDMENT NO. 3 TO AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT



                  Amendment  No. 3 dated as of April 29, 1998 to the Amended and
Restated Executive  Employment  Agreement dated as of August 1, 1992, as amended
(the "Amended Agreement") by and between Del Global Technologies Corp. (formerly
known as Del  Electronics  Corp.) (the  "Corporation")  and  Leonard A.  Trugman
("Executive").  Capitalized  terms utilized  herein and not defined herein shall
have the respective meanings ascribed to them in the Amended Agreement.

                  WHEREAS, for good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto have agreed to
extend  the term of the  Amended  Agreement  until  July  31,  2005 and to amend
certain other terms and provisions of the Amended Agreement.

                  NOW THEREFORE, the parties hereto mutually agree as follows:

                  Section  1.  Section  3 of the  Amended  Agreement  is  hereby
amended by deleting therefrom the date "July 31, 2000" and substituting therefor
the date "July 31, 2005".

                  Section 2.  Section  4.1 of the  Amended  Agreement  is hereby
amended by  deleting  therefrom  the phrase  "through  and until the fiscal year
8/1/99 through  7/31/00," in clause (iv) thereof and  substituting  therefor the
phrase "through and until the fiscal year 8/1/04 through 7/31/05,".

                  Section 3.  Section  8.1 of the  Amended  Agreement  is hereby
amended by deleting the second  sentence  thereof and  inserting in lieu thereof
the following:

                  "As used  herein,  the term  "Consulting  Rate" shall mean the
                  following: (i) for the fiscal year 8/1/05 through 7/31/06, the
                  Consulting  Rate shall be a rate  equal to the Base  Salary in
                  effect for the preceding  8/1/04  through  7/31/05 fiscal year
                  (the  "Last  Base  Salary"),  and (ii) for  each  fiscal  year
                  thereafter,   the  Consulting  Rate  shall  be  determined  by
                  multiplying the Last Base Salary by the Applicable  Percentage
                  set forth in the schedule below as follows:


         Fiscal Year                        Applicable Percentage
      ----------------                      ---------------------         

      8/1/06 - 7/31/07                                92%
      8/1/07 - 7/31/08                                83%
      8/1/08 - 7/31/09                                72%
      8/1/09 - 7/31/10                                61%"



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                  Section 4. In all other respects the Amended Agreement remains
unchanged and in full force and effect.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Amendment No. 3 to the Amended Agreement as of the date set forth above.

                                           DEL GLOBAL TECHNOLOGIES CORP.


                                        By:/S/Michael Taber
                                           ----------------
                                           Michael Taber, Vice President-Finance
                                           and Chief Accounting Officer

                                           /S/Leonard A. Trugman
                                           ---------------------
                                           Leonard A. Trugman

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