Exhibit 10.6

                                FOURTH AMENDMENT
                                       TO
                            COMDIAL CORPORATION 1992
                              STOCK INCENTIVE PLAN


         THIS FOURTH  AMENDMENT to the Comdial  Corporation 1992 Stock Incentive
Plan (the "Plan") is made pursuant to the authority under Section 12 of the Plan
for the Board of Directors to amend the Plan.

I.       Section 2 is amended by adding at the end thereof the following new 
subsection:

         "(y)     For purposes of this Plan, "Change in Control" shall mean:

                  (i) The  acquisition  of  common  stock of the  Company  by an
Unrelated Person which results in such Unrelated Person=s  Beneficial  Ownership
being 40% or more of the then outstanding  shares of common stock of the Company
or the combined voting power of the then  outstanding  voting  securities of the
Company entitled to vote generally in the election of directors.

                  (ii) As a result  of, or in  connection  with,  any  tender or
exchange offer, merger or other business combination, sale or stock or assets or
contested  election,  or any  combination  of the  foregoing  transactions,  the
persons who are directors of the Company before such transaction  shall cease to
constitute a majority of the Board of Directors of the Company or any  successor
to the Company,

                  (iii)  Approval  by  the  shareholders  of  the  Company  of a
reorganization,  merger or  consolidation  with respect to which the persons who
were  shareholders  of the Company  immediately  before the  transaction do not,
immediately  after the  transaction,  beneficially own more than 50% of the then
outstanding  shares of common  stock of the Company or combined  voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors, or

                  (iv) A sale or other  disposition of all or substantially  all
the assets of the Company, other than in the ordinary course of business.

         For purposes of this section 2(y),  Beneficially  Ownership" shall have
the meaning  given that term for  purposes of Rule 13d-3  promulgated  under the
Securities Exchange Act of 1934.

         For purposes of this section  2(y),  "Unrelated  Person" shall mean any
person other than:

                  (A)      the Company,

                  (B)      an employee benefit plan or trust of the Company, or

                  (C)      a person that acquires stock of the Company  pursuant
                           to an agreement  with the Company that is approved by
                           the Board of Directors in advance of the acquisition,
                           unless the acquisition results in a Change of Control
                           pursuant to section 2(y)(ii),  (iii) or (iv) above. A
                           person is an individual,  entity or group (as defined
                           for  purposes of Section  13(d)(3) of the  Securities
                           Exchange Act of 1934)."

         IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to the
Plan to be executed as of February 6, 1998.


                                             COMDIAL CORPORATION


                                             By:      /s/ Wayne R. Wilver
                                                      Wayne R. Wilver
                                                      Senior Vice President