COMDIAL CORPORATION
                                                                 Exhibit 10.11
                     EXECUTIVE SEVERANCE PLAN


     The Comdial Corporation Executive Severance Plan (the "Plan")
is hereby established by Comdial Corporation, a Delaware
corporation (the "Company") for the benefit of its eligible
executives.  The purpose of the Plan is to provide security to
eligible executives in the event of a termination of employment
under defined circumstances.


1.   Definitions.  For purposes of this Plan:

          (a)  "Beneficial Ownership" shall have the meaning given
     that term for purposes of Rule 13d-3 promulgated under the
     Securities Exchange Act of 1934.

          (b)  "Beneficiary" shall mean the person or entity
     designated by an Executive, by written instrument delivered to
     the Company, to receive the benefits payable under this Plan
     in the event of the Executive's death.  If an Executive fails
     to designate a Beneficiary, or if no Beneficiary survives the
     Executive, such death benefits shall be paid to the
     Executive's estate. 

          (c)  "Bonus" shall mean:

               (i)  the average of the bonus payments which the
          Executive received pursuant to the Management Defined
          Incentive Plan for the lesser of (A) the last two
          completed fiscal years of the Company or (B) the term of
          the Executive's employment with the Company, or

               (ii)  for 24 months after a Change of Control, the
          larger of the payment determined under (i) or the payment
          under the Management Defined Incentive Plan paid for the
          Company's last complete fiscal year before the Change of
          Control.

          (d)  "Change in Control" shall mean:

               (i)  The acquisition by any Unrelated Person of
          Beneficial Ownership of 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 of 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 the 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.

          (e)  "Code" shall mean the Internal Revenue Code of 1986.

          (f)  "Committee" shall mean the Compensation Committee of
     the Board of Directors of the Company, which shall be
     responsible for the administration of the Plan.

          (g)  "Effective Date" means September 5, 1995, the date
     of approval of the Plan by the Board of Directors of the
     Company.

          (h)  "Executive" shall mean only the individuals employed
     by the Company as Chief Executive Officer, President, Senior
     Vice President, Chief Financial Officer, Vice President, and
     any other employees specifically designated by the Committee
     as eligible under the Plan.

          (i)  "Good Cause" shall mean: 

               (i)  fraud or material misappropriation by the
          Executive with respect to the business or assets of the
          Company, 

               (ii) the persistent refusal or wilful failure of the
          Executive materially to perform his duties and
          responsibilities to the Company, which continues after
          the Executive receives notice of such refusal or failure,

               (iii)     conduct by the Executive that constitutes
          disloyalty to the Company, and that materially harms or
          has the potential to cause material harm to the Company,

               (iv) the Executive's conviction of a felony or crime
          involving moral turpitude,

               (v)  the use of drugs or alcohol that interferes
          materially with the Executive's performance of his
          duties, or

               (vi) the violation of any significant Company policy
          or practice, including but not limited to the Company
          policy prohibiting sexual harassment.

          (j)  "Good Reason" shall exist with respect to an
     Executive if, without the Executive's express written consent:

               (i)  there is a significant adverse change in the
          nature or the scope of the Executive's authority or in
          his overall working environment after a Change of
          Control;

               (ii) the Executive is assigned duties materially
          inconsistent with his duties, responsibilities and status
          at the time of a Change of Control;

               (iii)     there is a reduction, which is not agreed
          to by the Executive, in the Executive's rate of base
          Salary or Bonus percentage as in effect at the time of a
          Change of Control; or

               (iv) the Company changes by 50 miles or more the
          principal location in which the Executive is required to
          perform services from the location at which the Executive
          was employed as of the Change of Control.

          (k)  "Management Defined Incentive Plan" means the
     Comdial Corporation Management Defined Incentive Plan as
     changed from time to time.

          (l)  "Retirement Plan" shall mean any qualified or
     supplemental employee pension benefit plan, as defined in
     Section 3(2) of the Employee Retirement Income Security Act of
     1974, as amended ("ERISA"), currently or hereinafter made
     available by the Company in which an Executive is eligible to
     participate.

          (m)  "Salary" shall mean the larger of the Executive's
     annual base salary rate at (i) the date the Executive's
     employment with the Company terminates or (ii) at the time of
     a Change of Control.

          (n)  "Salary Continuance Benefit" shall mean the benefit
     provided under Section 2(b).

          (o)  "Severance Benefit" shall mean the Salary
     Continuance Benefit and the Welfare Continuance Benefit.

          (p)  "Severance Period" shall mean the period beginning
     on the date an Executive's employment with the Company
     terminates and ending:  

               (i)  if the Executive is President or Chief
          Executive Officer, on the date 24 months thereafter,

               (ii) if the Executive is Senior Vice President,
          Chief Financial Officer or Vice President of Engineering,
          on the date 18 months thereafter, 

               (iii)      if the Executive is any Vice President
          other than the Vice President of Engineering, on the date
          12 months thereafter, or 
 
               (iv) for any other Executive covered by the Plan,
          the period established by the Committee in its
          designation of the Executive as eligible under the Plan,
          but no later than the date 24 months thereafter.

          (q)  "Unrelated Person" shall mean any person other than:

               (i)  the Company, 

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

               (iii)     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 1(d)(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).

          (r)  "Welfare Continuance Benefit" shall mean the benefit
     provided in Section 2(e).

          (s)  "Welfare Plan" shall mean any health and dental
     plan, disability plan, survivor income plan or life insurance
     plan, as defined in Section 3(1) of ERISA, currently or
     hereafter made available by the Company in which an Executive
     is eligible to participate.

2.   Benefits Upon Termination of Employment.

          (a)  Subject to the provisions of section 4, an Executive
     shall be entitled to a Salary Continuance Benefit and a
     Welfare Continuance Benefit if, at any time after the
     Effective Date, (i) the employment of the Executive with the
     Company is terminated by the Company for any reason other than
     Good Cause, or (ii) the Executive terminates his employment
     with the Company for Good Reason within 24 months after a
     Change of Control.  

          (b)  The Salary Continuance Benefit shall be the sum of
     the Executive's Salary and Bonus payable in equal monthly
     amounts for the longer of the Severance Periods based on
     either (i) the Executive's position at the time of termination
     of employment, or (ii) for 24 months after a Change of
     Control, the Executive's position at the time of the Change of
     Control.

          (c)  Payment of the Salary Continuance Benefit shall be
     subject to the following terms and conditions:

               (i)  Notwithstanding anything herein to the
          contrary, the Company may in its sole discretion pay the
          Executive's Salary Continuance Benefit in a single lump
          sum payment.

               (ii) Salary Continuance Benefits shall be made net
          of all required federal and state withholdings taxes and
          similar required withholdings. 

               (iii)     Payment of the Salary Continuance Benefit
          shall not affect the entitlement of the Executive or his
          Beneficiary, or any other person entitled to receive
          benefits with respect to the Executive under any
          Retirement Plan, Welfare Plan, or other plan or program
          maintained by the Company in which the Executive
          participates at the date of termination of employment. 

          (d)  The Salary Continuance Benefit shall be reduced, to
     the extent necessary, so that the total benefits under this
     Plan, when added to any other payments made as a result of a
     Change of Control that are considered "parachute payments" as
     that term is defined under Code Section 280G, do not equal or
     exceed 300% (or the then applicable percentage under Code
     Section 280G, if less) of the Executive's "base amount" as
     that term is defined under Code Section 280G.

               The Company shall apply the limitations of Code
     Section 280G, and regulations thereunder, in good faith using
     the interpretation that is most likely to avoid the imposition
     of the excise tax on the Employee and ensures the
     deductibility of payments by the Company.

          (e)  During the Severance Period, an Executive and his
     dependents will continue to be covered by all Welfare Plans in
     which he and his dependents were participating immediately
     prior to the date of his termination (the "Welfare Continuance
     Benefit").  Any changes to any Welfare Plan during the
     Severance Period shall be applicable to the Executive and his
     dependents as if he continued to be an employee of the
     Company.  The Company will pay the costs of the Welfare
     Continuance Benefit for the Executive and his dependents under
     the Welfare Plans on the same basis as applicable, from time
     to time, to active employees covered under the Welfare Plans. 
     If such participation in any one or more of the Welfare Plans
     included in the Welfare Continuance Benefit is not possible
     under the terms of the Welfare Plan, the Company will provide
     substantially identical benefits directly or through an other
     insurance arrangement.  The Welfare Continuance Benefits as to
     any Welfare Plan will cease if and when the Executive obtains
     employment with another employer during the Severance Period,
     and becomes eligible for coverage under any substantially
     similar welfare plan provided by his new employer.

3.   Death.

     If an Executive dies while receiving a Severance Benefit, any
     remaining unpaid Severance Benefit shall be paid to his
     Beneficiary.  The Executive's spouse and other dependents
     shall continue to be covered under all applicable Welfare
     Plans during the remainder of the Severance Period. 

4.   Release of Claims.

     In consideration for and as a condition to receiving any
     payments under this Plan, the Executive must execute a written
     release in a form provided by the Company.  In addition to any
     other provisions determined by the Company, the release may
     provide that the Executive agrees, for himself and his heirs,
     representatives, successors and assigns, that the Executive
     has finally and permanently separated from employment with the
     Company, and that he waives, releases and forever discharges
     the Company from any and all claims, known or unknown, that he
     has or may have, including but not limited to those relating
     to or arising out of his employment with the Company and the
     termination thereof, including but not limited to any claims
     of wrongful discharge, breach of express or implied contract,
     fraud, misrepresentation, defamation, liability in tort, any
     claims under Title VII of the Civil Rights Act of 1964, as
     amended, the Age Discrimination in Employment Act, the
     Employee Retirement Income Security Act, the Fair Labor
     Standards Act, or any other federal, state or local law
     relating to employment, employee benefits or the termination
     of employment, excepting only any claims to vested retirement
     benefits. 
     
5.   No Setoff.

     Payment of a Severance Benefit shall be in addition to any
     other amounts otherwise payable to the Executive, including
     any accrued but unpaid vacation pay.  No payments or benefits
     payable to or with respect to an Executive pursuant to this
     Plan shall be reduced by any amount the Executive may owe to
     the Company (except for amounts owed to the Company on account
     of loans, travel or standing advances, personal charges on
     Company credit cards or accounts, or the value of Company
     property not returned to the Company), or by any amount an
     Executive may earn or receive from employment with another
     employer or from any other source, except as expressly
     provided in section 2(e).

6.   No Assignment of Benefit.

     No interest of any Executive or any Beneficiary under this
     Plan, or any right to receive any payment or distribution
     hereunder, shall be subject in any manner to sale, transfer,
     assignment, pledge, attachment, garnishment, or other
     alienation or encumbrance of any kind, nor may such interest
     or right to receive a payment or distribution be taken,
     voluntarily or involuntarily, for the satisfaction of the
     obligations or debts of, or other claims against, the
     Executive or Beneficiary, including claims for alimony,
     support, separate maintenance, and claims in bankruptcy
     proceedings.

7.   Benefits Unfunded.

     All rights under this Plan of the Executives and
     Beneficiaries, shall at all times be entirely unfunded, and no
     provision shall at any time be made with respect to
     segregating any assets of the Company for payment of any
     amounts due hereunder.  The Executives and Beneficiaries shall
     have only the rights of general unsecured creditors of the
     Company.

8.   Applicable Law.

     This Plan shall be construed and interpreted pursuant to the
     laws of the Commonwealth of Virginia.

9.   No Employment Contract.

     Nothing contained in this Plan shall be construed to be an
     employment contract between an Executive and the Company.

10.  Severability.

     In the event any provision of this Plan is held illegal or
     invalid, the remaining provisions of this Plan shall not be
     affected thereby.

11.  Successors.

     The Plan shall be binding upon and inure to the benefit of the
     Company, the Executives and their respective heirs,
     representatives and successors.

12.  Litigation Expenses.

     The Company shall pay the litigation expenses, including
     reasonable attorneys' fees, incurred by any Executive or
     Beneficiary in a suit against the Company in which such
     Executive or Beneficiary successfully sues to enforce his
     rights under the Plan.

13.  Amendment and Termination.

     The Board of Directors of the Company shall have the right to
     amend the Plan from time to time and may terminate the Plan at
     any time, except as provided below:

          (a)  No amendment may be made to the Plan and the Plan
     may not be terminated for 24 months after a Change of Control,
     and

          (b)  No amendment or termination shall reduce the
     benefits payable to an Executive who is receiving a Severance
     Benefit.


                                   COMDIAL CORPORATION



Date: August 31, 1995                

By   /s/ WAYNE R. WILVER
         Secretary

Attest:

        /s/ JOE D. FORD