EXHIBIT D


                              [COMDIAL LETTERHEAD]



November 15, 2002



Mr. Ken Clinebell


Re:      Senior Vice President, Chief Financial Officer and Treasurer


Dear Mr. Clinebell:

Comdial Corporation ("Comdial" or the "Company") would like to offer you the
position of Senior Vice President, Chief Financial Officer and Treasurer at an
annual salary of $180,000, with your employment to commence as of the date of
this letter. In addition to the above salary, you will be eligible to be paid a
bonus in an amount up to fifty percent (50%) of your annual salary. The terms
and conditions of your bonus eligibility are to be established by the Company
within sixty (60) days of the date of this letter. Also, you will receive
options to purchase 1,200,000 shares of the Company's common stock pursuant to
the terms of the Company's 2002 Employee and Non-Employee Director Stock
Incentive Plan. Such stock options shall be subject to an exercise price equal
to the closing price of the stock as listed in the "Pink Sheets" as of the date
of this letter, which price is $0.12 per share. All such stock options shall be
subject to vesting in increments of one-third upon each anniversary of your
first day of employment, until fully vested and provided that you remain
employed by the Company. The number of options to be issued is subject to a pro
rata reduction in the event the Company effects a reverse-split of its stock.

No longer than 180 days from the date of this letter, the Company will
re-evaluate the compensation package offered to you for your role, with
potential consideration to increase your base salary, provide a car allowance
and/or increase the number of stock options granted. The review will be
performed by the CEO, and any changes in your compensation package are subject
to approval by the Compensation Committee of the Company's Board of Directors.

You will also be entitled to receive six (6) months of severance pay after one
(1) year of employment. Such severance shall be paid subject to the terms,
conditions and limitations set forth in the Company's existing Executive
Severance Plan; provided that, no provisions of the Executive Severance Plan
that would otherwise entitle you to severance in excess of that described in
this letter shall apply. Notwithstanding the foregoing, if your employment is
terminated without "Good Cause," or if you terminate your employment with "Good
Reason," within 90 days of a "Change of Control" (as each of those capitalized
terms are defined in the Executive Severance Plan), occurring at any time during
your employment with the Company, including within the first year, you shall be
entitled to receive the severance pay described in this paragraph above.





Mr. Ken Clinebell
November 15, 2002
Page 2




As an employee of Comdial, you will be entitled to all employee benefits
currently offered by the Company, including: medical insurance, medical and
prescription drug card, dental insurance, short and long-term disability, life
insurance, 401(k) plan, educational reimbursement, holidays, sick leave,
vacation time, military leave, bereavement leave, voting time off and jury duty
leave. Your medical benefits will be effective on your start date. An outline of
these benefits is attached. Should you have any benefit questions, please
contact Ms. Beverly Korshun, Manager Payroll & Benefits, at (941) 554-5000, ext.
1123.

We look forward to you being part of the Comdial team. If you have any questions
I can answer for you, please contact me at (941) 554-5000, ext.1101.

Sincerely,




Nickolas A. Branica
President & CEO

Cc:      Lee Provow, Chairman of the Board
         HR