Exhibit 10(h)
 
 
                            THE LAMSON & SESSIONS CO.
                                                                    
                            LONG-TERM INCENTIVE PLAN
 
1.     PURPOSE
       -------
 
       The purpose of the Long-Term Incentive Plan (the "Plan") is to
       promote the interests of the stockholders by furthering the long-term
       performance of the Lamson & Sessions Co. (the "Company"). The Plan
       provides for long-term incentives to be granted to those key
       executives who have a critical impact on the long-term performance of
       the Company, contingent upon the meeting of strategic goals which are
       determined by the Compensation and Organization Committee of the
       Board of Directors of the Company ("Committee"). The Plan is intended
       to facilitate the securing and retaining of outstanding key
       executives and motivate those key executives to achieve above average
       objectives by providing rewards for those who contribute
       significantly to the long-term performance of the Company.
 
2.     ADMINISTRATION
       --------------
 
       The Plan is to be administered by the Committee. The Committee shall
       have full power and authority to construe, interpret and administer
       the Plan. All decisions, actions or interpretations of the Committee
       shall be final, conclusive and binding on all parties.
 
       In addition, the Committee shall, subject to the provisions of the
       Plan, grant performance units ("Units"), determine the assigned value
       of each Unit, determine the key executives to whom Units will be
       granted and the number granted to each, determine the time that Units
       will be granted and when they will be payable and determine and set
       out the performance objectives for each Unit granted.
 
3.     DESCRIPTION OF THE PLAN
       -----------------------
 
       The Plan is a performance plan which provides for the granting of
       Units to key executives having a critical impact on the long-term
       performance of the Company. It is anticipated that the Units will be
       granted annually, for a Performance Period ("Period") of three years.
       A Unit target value will be established and the key employees and the
       number of units to be granted will be determined by the Committee.
       Also, at this time the Committee will establish the financial
       performance objective. Initially, performance objective attainment of
       75% to 125% and above will earn payments of between 50% and 150% of
       the target Unit value for that period. However, the Committee, in its
       sole discretion, may alter the ratio or establish a different
 
                                       1
<PAGE>   2
 
      relationship between performance objectives and Unit payments.
 
4.    PARTICIPATION
      -------------
 
      Participation in the Plan shall be limited to those key employees of
      the Company and its subsidiaries selected by the Committee.
 
5.    AWARDS OF PERFORMANCE UNITS
      ---------------------------
 
          (a)  Awards will be made in Units, the value of which will be
               determined by the Committee, usually during the first
               quarter of the first year of each Period. The Units will be
               payable upon the achievement of performance objectives as
               provided in Section 6 below.
 
          (b)  Grants will be made annually and each grant of Units will
               have a three year Period. The Period for grants in prior or
               subsequent years may overlap for key executives and each
               Period Unit award may be subject to different financial
               objectives. The Committee shall determine the number of
               Units to be granted to each key executive at the beginning
               of each Period. The Committee shall make awards to such key
               executives and in such amounts as it solely shall determine.
               The Committee, subject to the provisions of the Plan, may
               receive recommendations and establish such guidelines as it
               in its sole discretion shall determine.
 
5.    PERFORMANCE OBJECTIVES
      ----------------------
 
          (a)  The financial performance objective or objectives
               ("Performance Objectives") applicable to participants for
               each Period shall be determined by the Committee. In
               determining the minimum, principal and maximum Performance
               Objectives the Committee may use such measure or measures of
               performance of the Company over the Period as it in its sole
               discretion may select provided, however, that the market
               price of the Company's equity securities shall not be used
               as any such measure. Earnings per share, net income,
               operating income or other financial determinants used in
               Performance Objectives may be adjusted as provided in
               Section 7 below.
 
          (b)  Attainment of the principal Performance Objective will
               result in the Unit having 100% of its target 
 
                                  2
<PAGE>   3
 
               value and failure to meet the minimum Performance Objective
               will result in the Unit having no value to the participant.
               Actual value of the Units will be determined at the end of
               the three year Period. Initially, attainment of 75% to 125%
               inclusive, or more, of the Performance Objective will result
               in the Unit having the proportional value of 50% to 150% of
               the Unit's target value. Stated differently, attainment of
               75% of the Performance Objective results in a Unit having
               50% of its target value and each percentage point increase
               in attainment will increase the percentage of target value
               by 2%. Thus, a 76% attainment results in a 52% Unit value,
               80% attainment results in a 60% Unit value and so on.
               Failure to meet 75% of the Performance Objective results in
               a Unit having no value to the Participant. See Attachment
               (a) for examples. The Committee in its sole discretion may
               alter the ratio or establish a different relationship at any
               time or from time to time of Performance Objective
               attainment to the Unit payout value.
 
               No interest shall be payable to any person upon any Unit
               grant or installment thereof, whether contingent or
               otherwise.
 
7.    DETERMINATION OF UNIT VALUES AT END OF PERFORMANCE PERIOD
      ---------------------------------------------------------
 
      The Committee will determine the value of Units at the end of each
      Period based on the Unit target value and the attainment of the
      Performance Objectives established at the beginning of the Period.
      The Committee may adjust the Performance Objective at any time when
      it deems such action is warranted by material and extraordinary
      events such as acquisitions, material dispositions, material changes
      in accounting practices, or other material changes not anticipated
      when the Performance Objectives were established.
 
8.    PAYMENTS
      --------
 
      The value of the Units shall be paid in cash within 75 days
      following the end of the Period. The award earned and payable to the
      Participant for each Period shall be equal to the value of a Unit for
      a Period as established in Sections 5(b) and 7 above, multiplied by
      the number of Units granted to a participant at the beginning of that
      Period.
 
                                       3
<PAGE>   4
 
9.     TERMINATIONS
       ------------
 
       If a participant should die; retire, as defined in the Company's
       Salaried Employees' Retirement Plan (or the pension plan of a
       subsidiary or operating unit if employed by a subsidiary or operating
       unit); or become totally and permanently disabled, determined on the
       basis of medical evidence satisfactory to the Committee during the
       Period, the participant will receive a pro-rata portion of the award
       payable upon completion of the Period. The pro-rata payment will be
       based on the actual months of completed service by the Participant
       during the Period. A participant who resigns or is terminated during
       the Period shall forfeit the Unit award.
 
10.    CHANGE IN CONTROL
       -----------------
 
              (a)      In the event of:
 
                       (x)      a "Change of Control" as defined in Section
                                10(b) or
 
                       (y)      a "Potential Change in Control" as defined
                                in Section 10(c)
 
                       any or all Units outstanding on the date that such
                       Change in Control or Potential Change in Control is
                       determined to have occurred shall become fully
                       exercisable and vested as if Performance Objectives
                       had been attained 125%.
 
              (b)      For purposes of Section 10(a), a "Change in Control"
                       means the happening of any of the following:
 
                       (i)      The Company is merged or consolidated or
                                reorganized into or with another corporation
                                or other legal person, as a result of such
                                merger, consolidation or reorganization less
                                than a majority of the combined voting power
                                of the then-outstanding securities of such
                                corporation or person immediately after such
                                transaction are held in the aggregate by the
                                holders of Voting Stock (as that term is
                                hereafter defined) of the Company
                                immediately prior to that transaction;
 
                       (ii)     The Company sells or otherwise transfers all
                                or substantially all of its assets to any
                                other corporation or other legal person, and
                                less than a majority of the combined voting
                                power of the then-outstanding securities of
 
 
                                        4
<PAGE>   5
 
                                such corporation or person immediately after
                                such sale or transfer is held in the
                                aggregate by the holders of Voting Stock of
                                the Company immediately prior to such sale
                                or transfer;
 
                       (iii)    There is a report filed on Schedule 13D or
                                Schedule 14D-1 (or any successor schedule,
                                form or report), each as promulgated
                                pursuant to the Securities and Exchange Act
                                (the "Exchange Act"), disclosing that any
                                person (as the term "person" is used in
                                Section 13(d)(3) or Section 14(d)(2) of the
                                Exchange Act has become the beneficial owner
                                (as the term "beneficial owner" is defined
                                under Rule 13d-3 or any successor rule or
                                regulation promulgated under the Exchange
                                Act) of securities representing 15% or more
                                of the combined voting power of the
                                then-outstanding securities entitled to vote
                                generally in the election of directors of
                                the Company ("Voting Stock");
 
                       (iv)     The Company files any report, proxy
                                statement or other document with the
                                Securities and Exchange Commission pursuant
                                to the Exchange Act or any rules or
                                regulations presently in effect or hereafter
                                promulgated under such Act disclosing that a
                                Change in Control of the Company has or may
                                have occurred or will or may occur in the
                                future pursuant to any then-existing
                                contract or transaction; or
 
                       (v)      If during any period of two consecutive
                                years, individuals who to the beginning of
                                any such period constitute the Board cease
                                for any reason to constitute at least a
                                majority thereof, unless the election, or
                                the nomination for election by the Company's
                                shareholders, of each member of the Board
                                first elected during such period was
                                approved by a vote of at least two-thirds of
                                the Board then still in office who are
                                members of the Board at the beginning of any
                                such period.
 
                       Notwithstanding the foregoing provisions of Section
                       10(b)(iii) or 10(b)(iv) hereof, a Change in Control
                       shall not be deemed to have occurred for purposes of
                       Section 10(a) solely because (i)the Company, (ii) an
                       entity in which the Company directly or indirectly
                       beneficially owns 80% or more of the voting securities,
                       or (iii) any 
 
                                   5
<PAGE>   6
 
 
                       Company-sponsored employee stock ownership plan or
                       any other employee benefit plan of the Company,
                       either files or becomes obligated to file a report or
                       a proxy statement under or in response to Schedule
                       13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
                       successor schedule, form or report or item therein)
                       under the Exchange Act, disclosing beneficial
                       ownership by it of shares of Voting Stock, whether in
                       excess of 15% or otherwise, or because the Company
                       reports that a Change in Control of the Company has
                       or may have occurred or will or may occur in the
                       future by reason of such beneficial ownership.
 
              (c)      Definition of "Potential Change in Control". For
                       purposes of Section 10(a), a "Potential Change in
                       Control" means the happening of any one of the
                       following:
 
                       (i)      The entering into an agreement by the
                                Company, the consummation of which would
                                result in a Change of Control of the Company
                                as defined in Section 10(b); or
 
                       (ii)     The acquisition of beneficial ownership,
                                directly or indirectly, by an entity, person
                                or group (other than the Company or a
                                Subsidiary of any Company employee benefit
                                plan) (including any trustee of such plan
                                acting as such trustee) of securities of the
                                Company representing 5% or more of the
                                combined voting power of the Company's
                                outstanding securities, and the adoption by
                                the Board of a resolution to the effect that
                                a "Potential Change in Control" of the
                                Company has occurred for the purposes of
                                this Plan.
 
11.    ASSIGNABILITY
       -------------
 
       No grant or award under the Plan shall be assignable or transferable
       by the participant, except by will or by the laws of descent and
       distribution.
 
12.    WITHHOLDING TAX
       ---------------
 
       Cash payments under the Plan shall be net of an amount sufficient to
       satisfy any federal, state and/or local withholding tax requirements.
 
 
                                       6
<PAGE>   7
 
 
13.    EMPLOYMENT
       ----------
 
       Nothing in the Plan or in any agreement entered into pursuant to the
       Plan shall confer upon any participant the right to continue in the
       employment of the Company or affect any right which the Company may
       have to terminate the employment of such participant.
 
14.    COMMITTEE DETERMINATIONS
       ------------------------
 
       The Committee's determination under the Plan including, without
       limitation, determination of the participants to receive awards, the
       form, amount and timing of such awards, the terms and provisions of
       such awards and the establishment of beginning and ending Unit values
       and Performance Objectives need not be uniform and may be made by it
       selectively among participants who receive, or are eligible to
       receive awards under the Plan, whether or not such participants are
       similarly situated.
 
15.    LEAVE OF ABSENCE
       ----------------
 
       The Committee shall be entitled to make such rules, regulations and
       determinations as it deems appropriate under the Plan in respect of
       any leave or absence taken by the participant or a change in
       employment status of any award. Without limiting the generality of
       the foregoing, the Committee shall be entitled to determine (i)
       whether or not any such leave of absence shall constitute a
       termination of employment within the meaning of the Plan and (ii) the
       impact, if any, of any such leave of absence on awards under the Plan
       theretofore made to any participant who takes such leave of absence.
 
16.    AMENDMENT
       ---------
 
       The Board of Directors of the Company may alter or amend the Plan,
       in whole or in part, from time to time, or terminate the Plan at any
       time, but no such action shall adversely affect any rights or
       obligations with respect to awards previously made under the Plan.
 
17.    EFFECTIVE DATE
       --------------
 
       This Plan shall become effective for the calendar year 1991 and
       shall continue in effect until terminated by the Board of Directors.
 
                                       7
<PAGE>   8
 
 
 
 
 
                                                                    Attachment A
 
                           EXAMPLE OF PERFORMANCE ON UNIT VALUE
 
                          - Target Unit Value = $100.00
 
  Actual Performance
    to Objective                          Unit Value
- -----------------------                ----------------
 
         74%                                      -0-
         75%                                $  50.00
         80%                                $  60.00
         90%                                $  80.00
        100%                                $ 100.00
        110%                                $ 120.00
        120%                                $ 140.00
        125%                                $ 150.00
 
 
 
 
                                      8
 
 
 
 
 
 
 
 
                           THE LAMSON & SESSIONS CO.
                           1998 INCENTIVE EQUITY PLAN
                 (AS AMENDED AND RESTATED AS OF APRIL 30, 2004)
 
SECTION 1.  PURPOSE.
 
     The Lamson & Sessions Co. 1998 Incentive Equity Plan (the "Plan") is
intended to encourage directors, key executives and managerial employees of The
Lamson & Sessions Co. (the "Company") and its subsidiaries to become owners of
stock of the Company in order to increase their interest in the Company's
long-term success, to provide incentive equity opportunities that are
competitive with other similarly situated corporations and to stimulate the
efforts of such persons by giving suitable recognition for services that
contribute materially to the Company's success.
 
SECTION 2.  DEFINITIONS.
 
     For purposes of the Plan, the following terms are defined as set forth
below:
 
     "APPRECIATION RIGHT" means a right granted pursuant to Section 5 of this
Plan, and includes both Tandem Appreciation Rights and Free-Standing
Appreciation Rights.
 
     "BASE PRICE" means the price to be used as the basis for determining the
Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem
Appreciation Right.
 
     "BOARD" means the Board of Directors of the Company.
 
     "CHANGE IN CONTROL" has the meaning provided in Section 14 of this Plan.
 
     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
 
     "COMMITTEE" means the committee (or subcommittee) described in Section
18(a) of this Plan.
 
     "COMMON SHARES" means (i) common shares, without par value, of the Company
and (ii) any security into which such common shares may be converted by reason
of any transaction or event of the type referred to in Section 12 of this Plan.
 
     "COVERED EMPLOYEE" means a Participant who is, or is determined by the
Committee to be likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).
 
     "DATE OF GRANT" means the date specified by the Committee on which a grant
of Option Rights, Appreciation Rights, Performance Shares or Performance Units
or a grant or sale of Restricted Shares or Deferred Shares becomes effective
(which date may not be earlier than the date on which the Committee takes action
with respect thereto).
 
     "DEFERRAL PERIOD" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 7 of this Plan.
 
     "DEFERRED SHARES" means an award made pursuant to Section 7 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.
 
                                       B-1
<PAGE>
 
     "DIRECTOR" means a member of the Board of Directors of the Company.
 
     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, as such law, rules and regulations may be
amended from time to time.
 
     "FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right.
 
     "INCENTIVE STOCK OPTIONS" means Option Rights that are intended to qualify
as "incentive stock options" under Section 422 of the Code or any successor
provision.
 
     "IMMEDIATE FAMILY" has the meaning stated in Rule 16a-1(e) of the
Securities and Exchange Commission promulgated under Section 16 of the Exchange
Act (or any successor rule to the same effect), as in effect from time to time.
 
     "MANAGEMENT OBJECTIVES" means any performance objectives established by the
Committee pursuant to Section 10 of this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Committee, Option Rights, Appreciation Rights, Restricted Shares or dividend
credits pursuant to this Plan.
 
     "MARKET VALUE PER SHARE" means, as of any particular date, the fair market
value of the Common Shares as determined by the Committee. Unless otherwise
determined by the Committee, "Market Value Per Share" shall mean an amount equal
to the mean between the high and low selling prices of the Common Shares on the
New York Stock Exchange, or if the Common Shares are not traded on the New York
Stock Exchange, the principal national securities exchange on which the Common
Stock is traded, on the Date of Grant.
 
     "NON-EMPLOYEE DIRECTOR" means a person who is a "non-employee director"
within the meaning of Rule 16b-3 of the Exchange Act.
 
     "OPTIONEE" means the optionee named in an agreement evidencing an
outstanding Option Right.
 
     "OPTION PRICE" means the purchase price payable upon the exercise of an
Option Right.
 
     "OPTION RIGHT" means the right to purchase Common Shares upon exercise of
an option granted pursuant to Section 4 of this Plan.
 
     "PARTICIPANT" means a person who is selected by the Committee to receive
benefits under this Plan and who is at the time an officer, including without
limitation an officer who may also be a member of the Board, or other key
employee of the Company or any one or more of its Subsidiaries, or who has
agreed to commence serving in any of such capacities within 90 days of the Date
of Grant, and will also include each Non-Employee Director who receives an award
of Option Rights or Restricted Shares under this Plan.
 
     "PERFORMANCE PERIOD" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.
 
     "PERFORMANCE SHARE" means a bookkeeping entry that records the equivalent
of one Common Share awarded pursuant to Section 8 of this Plan.
 
     "PERFORMANCE UNIT" means a bookkeeping entry that records a unit equivalent
to $1.00 awarded pursuant to Section 8 of this Plan.
                                       B-2
<PAGE>
 
     "RESTRICTED SHARES" means Common Shares granted or sold pursuant to Section
6 of this Plan as to which neither the substantial risk of forfeiture nor the
prohibition on transfers referred to in such Section 6 has expired.
 
     "RULE 16b-3" means Rule 16b-3 of the Securities and Exchange Commission
promulgated under Section 16 of the Exchange Act (or any successor rule to the
same effect), as in effect from time to time.
 
     "SPREAD" means the excess of the Market Value per Share on the date when an
Appreciation Right is exercised over the Option Price or Base Price provided for
in the related Option Right or Free-Standing Appreciation Right, respectively.
 
     "SUBSIDIARY" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest except that for purposes of
determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options "Subsidiary" means any corporation in which the Company
owns or controls, directly or indirectly, more than 50 percent of the total
combined voting power represented by all classes of stock issued by such
corporation at the time of such grant.
 
     "TANDEM APPRECIATION RIGHT" means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right.
 
     "VOTING POWER" means, at any time, the total votes relating to the
then-outstanding securities entitled to vote generally in the election of
Directors.
 
     "VOTING STOCK" means, at any time, then-outstanding securities entitled to
vote generally in the election of Directors.
 
SECTION 3.  SHARES AVAILABLE UNDER THE PLAN.
 
          (a) Subject to adjustment as provided in Section 12 of this Plan, the
     number of Common Shares that may be issued or transferred (i) upon the
     exercise of Option Rights or Appreciation Rights, (ii) as Restricted Shares
     and released from substantial risks of forfeiture thereof, (iii) as
     Deferred Shares, (iv) in payment of Performance Shares or Performance Units
     that have been earned, or (v) in payment of dividend equivalents paid with
     respect to awards made under this Plan may not exceed in the aggregate
     2,570,000 (650,000 of which were approved by the shareholders in 1998;
     650,000 of which were approved by the shareholders in 2000; 650,000 of
     which were approved by the shareholders in 2001; and 620,000 of which are
     being added as of April 30, 2004) Common Shares. Such shares may be shares
     of original issuance or treasury shares or a combination of the foregoing.
     Upon the payment of any Option Price by the transfer to the Company of
     Common Shares or upon satisfaction of any withholding amount by means of
     transfer or relinquishment of Common Shares, there will be deemed to have
     been issued or transferred under this Plan only the net number of Common
     Shares actually issued or transferred by the Company.
 
          (b) Notwithstanding anything in this Section 3 or elsewhere in this
     Plan to the contrary, and subject to adjustment as provided in Section 12
     of this Plan, (i) the aggregate number of Common Shares actually issued or
     transferred by the Company upon the exercise of Incentive Stock Options may
     not exceed 650,000 Common Shares, (ii) the number of Restricted Shares that
     are not conditioned on the attainment of Management Objectives plus the
     number of Deferred Shares may not (after taking any forfeitures into
     account) exceed in the aggregate 845,000 Common Shares
 
                                       B-3
<PAGE>
 
     and (iii) no Participant shall be granted Option Rights and Appreciation
     Rights, in the aggregate, for more than 350,000 Common Shares during any
     period of three years.
 
          (c) Notwithstanding any other provision of this Plan to the contrary,
     in no event shall any Participant in any calendar year receive an award of
     Performance Shares or Performance Units having an aggregate maximum value
     as of their respective Dates of Grant in excess of $500,000.
 
SECTION 4.  OPTION RIGHTS.
 
     The Committee may from time to time authorize grants to Participants of
options to purchase Common Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
 
          (a) Each grant will specify the number of Common Shares to which it
     pertains subject to the limitations set forth in Section 3 of this Plan.
 
          (b) Each grant will specify an Option Price per Common Share, which
     will be equal to or greater than the Market Value per Share on the Date of
     Grant.
 
          (c) Each grant will specify the form of consideration to be paid in
     satisfaction of the Option Price and the manner of payment of such
     consideration, which may include (i) cash in the form of currency or check
     or other cash equivalent acceptable to the Company, (ii) nonforfeitable,
     unrestricted Common Shares that are already owned by the Optionee for at
     least six months and have a value at the time of exercise that is equal to
     the Option Price, (iii) any other legal consideration that the Committee
     may deem appropriate, including without limitation any form of
     consideration authorized under Section 4(d) below, on such basis as the
     Committee may determine in accordance with this Plan and (iv) any
     combination of the foregoing. For purposes of this Section 4, constructive
     delivery of shares will be deemed equivalent to actual delivery.
 
          (d) On or after the Date of Grant, the Committee may determine that
     payment of the Option Price of any Option Right (other than an Incentive
     Stock Option) may also be made in whole or in part in the form of
     Restricted Shares or other Common Shares that are subject to risk of
     forfeiture or restrictions on transfer. Unless otherwise determined by the
     Committee on or after the Date of Grant, whenever any Option Price is paid
     in whole or in part by means of any of the forms of consideration specified
     in this Section 4(d), the Common Shares received by the Optionee upon the
     exercise of the Option Rights will be subject to the same risks of
     forfeiture or restrictions on transfer as those that applied to the
     consideration surrendered by the Optionee except that such risks of
     forfeiture and restrictions on transfer will apply only to the same number
     of Common Shares received by the Optionee as applied to the forfeitable or
     restricted Common Shares surrendered by the Optionee.
 
          (e) To the extent permitted by law, any grant may provide for deferred
     payment of the Option Price from the proceeds of sale through a bank or
     broker on a date satisfactory to the Company of some or all of the Common
     Shares to which the exercise relates.
 
          (f) Successive grants may be made to the same Participant regardless
     of whether any Option Rights previously granted to such Participant under
     the Plan or any similar predecessor plan remain unexercised.
 
          (g) Each grant will specify the period or periods of continuous
     employment of the Optionee by the Company or any Subsidiary that are
     necessary before the Option Rights or installments thereof
 
                                       B-4
<PAGE>
 
     will become exercisable, and any grant may provide for the earlier exercise
     of such Option Rights in the event of a "Change in Control."
 
          (h) Any grant of Option Rights may specify Management Objectives that
     must be achieved as a condition to the exercise of such rights.
 
          (i) Option Rights granted under this Plan may be (i) options,
     including without limitation Incentive Stock Options, that are intended to
     qualify under particular provisions of the Code (ii) options that are not
     intended so to qualify, or (iii) combinations of the foregoing. Incentive
     Stock Options may only be granted to Participants who meet the definition
     of "employees" under Section 3401(c) of the Code.
 
          (j) On or after the Date of Grant of any Option Rights other than
     Incentive Stock Options, the Committee may provide for the payment to the
     Optionee of dividend equivalents on such Option Rights in cash or Common
     Shares on a current, deferred or contingent basis, or the Committee may
     provide that such equivalents will be credited against the Option Price.
 
          (k) The exercise of an Option Right will result in the cancellation on
     a share-for-share basis of any Tandem Appreciation Right authorized under
     Section 5 of this Plan.
 
          (l) No Option Right granted under this Plan may be exercised more than
     10 years from the Date of Grant.
 
          (m) Each grant of Option Rights will be evidenced by an agreement
     executed on behalf of the Company by any officer of the Company and
     delivered to and accepted by the Optionee and containing such terms and
     provisions, consistent with this Plan, as the Committee may approve.
 
SECTION 5.  APPRECIATION RIGHTS.
 
          (a) The Committee may authorize the granting (i) to any Optionee, of
     Tandem Appreciation Rights in respect of Option Rights granted under this
     Plan, and (ii) to any Participant, of Free-Standing Appreciation Rights. A
     Tandem Appreciation Right is a right of the Optionee, exercisable by
     surrender of the related Option Right, to receive from the Company an
     amount determined by the Committee, which will be expressed as a percentage
     of the Spread (not exceeding 100 percent) at the time of exercise. Tandem
     Appreciation Rights may be granted at any time prior to the exercise or
     termination of the related Option Rights except that a Tandem Appreciation
     Right awarded in relation to an Incentive Stock Option must be granted
     concurrently with such Incentive Stock Option. A Free-Standing Appreciation
     Right is a right of the Participant to receive from the Company an amount
     determined by the Committee, which will be expressed as a percentage of the
     Spread (not exceeding 100 percent) at the time of exercise.
 
          (b) Each grant of Appreciation Rights may utilize any or all of the
     authorizations, and will be subject to all of the requirements contained in
     the following provisions:
 
             (i) Any grant may specify that the amount payable on exercise of an
        Appreciation Right may be paid by the Company in cash, in Common Shares
        or in any combination of the foregoing and may either grant to the
        Participant or retain in the Committee the right to elect among those
        alternatives.
 
             (ii) Any grant may specify that the amount payable on exercise of
        an Appreciation Right may not exceed a maximum specified by the
        Committee on the Date of Grant.
                                       B-5
<PAGE>
 
             (iii) Any grant may specify waiting periods before exercise and
        permissible exercise dates or periods.
 
             (iv) Any grant may specify that such Appreciation Right may be
        exercised only in the event of, or earlier in the event of, a "Change in
        Control."
 
             (v) Any grant may provide for the payment to the Participant of
        dividend equivalents on the grant in cash or Common Shares on a current,
        deferred or contingent basis.
 
             (vi) Any grant may specify Management Objectives that must be
        achieved as a condition of the exercise of such rights.
 
             (vii) Each grant of Appreciation Rights will be evidenced by an
        agreement executed on behalf of the Company by an officer of the Company
        and delivered to and accepted by the Participant, which agreement will
        describe such Appreciation Rights, identify the related Option Rights
        (if applicable), state that such Appreciation Rights are subject to all
        the terms and conditions of this Plan, and contain such other terms and
        provisions, consistent with this Plan, as the Committee may approve.
 
          (c) Any grant of Tandem Appreciation Rights will provide that such
     Rights may be exercised only at a time when the related Option Right is
     also exercisable and at a time when the Spread is positive, and by
     surrender of the related Option Right for cancellation.
 
          (d) Regarding Free-Standing Appreciation Rights only:
 
             (i) Each grant will specify in respect of each Free-Standing
        Appreciation Right a Base Price, which will be equal to or greater than
        the Market Value per Share on the Date of Grant;
 
             (ii) Successive grants may be made to the same Participant
        regardless of whether any Free-Standing Appreciation Rights previously
        granted to the Participant remain unexercised; and
 
             (iii) No Free-Standing Appreciation Right granted under this Plan
        may be exercised more than 10 years from the Date of Grant.
 
SECTION 6.  RESTRICTED SHARES.
 
     The Committee may also authorize the grant or sale of Restricted Shares to
Participants upon such terms and conditions as the Committee may determine in
accordance with the following provisions:
 
          (a) Each such grant or sale will constitute an immediate transfer of
     the ownership of Common Shares to the Participant in consideration of the
     performance of services, entitling such Participant to dividend, voting and
     other ownership rights, subject to the substantial risk of forfeiture and
     restrictions on transfer referred to below.
 
          (b) Each such grant or sale may be made without additional
     consideration from the Participant or in consideration of a payment by the
     Participant that is less than the Market Value per Share on the Date of
     Grant.
 
          (c) Each such grant or sale will provide that the Restricted Shares
     covered by such grant or sale will be subject to a "substantial risk of
     forfeiture" within the meaning of Section 83 of the Code,
 
                                       B-6
<PAGE>
 
     except (if the Committee so determines) in the event of a "Change in
     Control," for a period of not less than three years to be determined by the
     Committee on the Date of Grant.
 
          (d) Each such grant or sale will provide that, during the period for
     which such substantial risk of forfeiture is to continue, the
     transferability of the Restricted Shares will be prohibited or restricted
     in the manner and to the extent prescribed by the Committee on the Date of
     Grant. Such restrictions may include, without limitation, rights of
     repurchase or first refusal in the Company or provisions subjecting the
     Restricted Shares to a continuing substantial risk of forfeiture in the
     hands of any transferee.
 
          (e) Any such grant or sale may be further conditioned upon the
     attainment of Management Objectives that, if achieved, will result in
     termination or early termination of the restrictions applicable to such
     shares. Each grant may specify, in respect of such Management Objectives, a
     minimum acceptable level of achievement and may set forth a formula for
     determining the number of Restricted Shares on which restrictions will
     terminate if performance is at or above the minimum level, but falls short
     of full achievement of the specified Management Objectives.
 
          (f) Any such grant or sale may require that any or all dividends or
     other distributions paid on the Restricted Shares during the period of such
     restrictions be automatically deferred and reinvested in additional
     Restricted Shares, which may be subject to the same restrictions as the
     underlying award or such other restrictions as the Committee may determine.
 
          (g) Each such grant or sale will be evidenced by an agreement executed
     on behalf of the Company by any officer of the Company and delivered to and
     accepted by the Participant and containing such terms and provisions,
     consistent with this Plan, as the Committee may approve. Unless otherwise
     directed by the Committee, all certificates representing Restricted Shares,
     together with a stock power endorsed in blank by the Participant with
     respect to such shares, will be held in custody by the Company until all
     restrictions on such Restricted Shares lapse.
 
SECTION 7.  DEFERRED SHARES.
 
     The Committee may also authorize grants or sales of Deferred Shares to
Participants upon such terms and conditions as the Committee may determine in
accordance with the following provisions:
 
          (a) Each such grant or sale will constitute the agreement by the
     Company to deliver Common Shares to the Participant in the future in
     consideration of the performance of services, subject to the fulfillment
     during the Deferral Period of such conditions as the Committee may specify.
 
          (b) Each such grant or sale may be made without additional
     consideration from the Participant or in consideration of a payment by the
     Participant that is less than the Market Value per Share on the Date of
     Grant.
 
          (c) Each such grant or sale will be subject to a Deferral Period fixed
     by the Committee on the Date of Grant, and any such grant or sale may
     provide for the earlier termination of such period in the event of a
     "Change in Control."
 
          (d) During the Deferral Period, the Participant will not have any
     right to transfer any rights under the subject award, will not have any
     rights of ownership in the Deferred Shares and will not have any right to
     vote such shares, but the Committee may on or after the Date of Grant
     authorize
 
                                       B-7
<PAGE>
 
     the payment of dividend equivalents on such shares in cash or additional
     Common Shares on a current, deferred or contingent basis.
 
          (e) Each such grant or sale will be evidenced by an agreement executed
     on behalf of the Company by any officer of the Company and delivered to and
     accepted by the Participant and containing such terms and provisions,
     consistent with this Plan, as the Committee may approve.
 
SECTION 8.  PERFORMANCE SHARES AND PERFORMANCE UNITS.
 
     The Committee may also authorize grants of Performance Shares and
Performance Units that will become payable to a Participant upon achievement of
specified Management Objectives upon such terms and conditions as the Committee
may determine in accordance with the following provisions:
 
          (a) Each such grant will specify the number of Performance Shares or
     Performance Units to which it pertains, which number may be subject to
     adjustment to reflect changes in compensation or other factors, except that
     no such adjustment will be made in the case of a Covered Employee where
     such action would result in the loss of the otherwise available exemption
     of the award under Section 162(m) of the Code.
 
          (b) The Performance Period with respect to each Performance Share or
     Performance Unit will be determined by the Committee on the Date of Grant,
     and may be subject to earlier termination in the event of a "Change in
     Control" except that no such acceleration will be made in the case of a
     Covered Employee where such action would result in the loss of the
     otherwise available exemption of the award under Section 162(m) of the
     Code.
 
          (c) Each grant of Performance Shares or Performance Units will specify
     Management Objectives that, if achieved, will result in payment or early
     payment of the award, and each grant may specify in respect of such
     specified Management Objectives a minimum acceptable level of achievement
     below which no payment will be made and will set forth a formula for
     determining the amount of any payment to be made if performance is at or
     above such minimum level, but falls short of full achievement of the
     specified Management Objectives.
 
          (d) Each such grant will specify the time and manner of payment of
     Performance Shares or Performance Units that have been earned. Any grant
     may specify that any such amount may be paid by the Company in cash, Common
     Shares or any combination of cash and Common Shares and may either grant to
     the Participant or reserve to the Committee the right to elect among those
     alternatives.
 
          (e) Any grant of Performance Shares may specify that the amount
     payable with respect to such grant may not exceed a maximum specified by
     the Committee on the Date of Grant. Any grant of Performance Units may
     specify that the amount payable, or the number of Common Shares issued,
     with respect to the grant may not exceed maximums specified by the
     Committee on the Date of Grant.
 
          (f) On or after the Date of Grant of Performance Shares, the Committee
     may provide for the payment to the Participant of dividend equivalents on
     such Performance Shares in cash or additional Common Shares on a current,
     deferred or contingent basis.
 
          (g) Each grant of Performance Shares or Performance Units will be
     evidenced by an agreement executed on behalf of the Company by any officer
     of the Company and delivered to and
 
                                       B-8
<PAGE>
 
     accepted by the Participant and stating that the Performance Shares or
     Performance Units are subject to all of the terms and conditions of this
     Plan and such other terms and provisions, consistent with this Plan, as the
     Committee may approve.
 
SECTION 9.  AWARDS TO NON-EMPLOYEE DIRECTORS.
 
     The Committee may, from time to time and upon such terms and conditions as
it may determine, authorize the granting to Non-Employee Directors of Option
Rights and may also authorize the grant or sale of Restricted Shares to
Non-Employee Directors.
 
          (a) Each grant of Option Rights awarded pursuant to this Section 9
     will be upon terms and conditions consistent with Section 4 of this Plan
     and will be evidenced by an agreement in such form as will be approved by
     the Committee. Each grant will specify an Option Price per share, which
     will not be less than the Market Value per Share on the Date of Grant. Each
     such Option Right granted under the Plan will expire not more than ten
     years from the Date of Grant and will be subject to earlier termination as
     hereinafter provided. Unless otherwise determined by the Committee, such
     Option Rights will be subject to the following additional terms and
     conditions:
 
             (i) Each grant will specify the number of Common Shares to which it
        pertains subject to the limitations set forth in Section 3 of this Plan.
        In addition to such other grants as may be made by the Committee from
        time to time, each year on the Monday following the Company's annual
        meeting of shareholders, each individual elected, re-elected or
        continuing as a Non-Employee Director will automatically be granted an
        Option Right to purchase 4,000 Common Shares.
 
             (ii) Each such Option Right will become fully exercisable one year
        after the Date of Grant, unless otherwise specified by the Committee on
        the Date of Grant. Such Option Rights will become exercisable in full
        immediately in the event of a Change in Control.
 
             (iii) In the event of the termination of service on the Board by
        the holder of any such Option Rights, other than by reason of
        retirement, disability or death, the then outstanding Option Rights of
        such holder may be exercised to the extent that they would be
        exercisable on the date of such termination and will expire 90 days
        after such termination, or on their stated expiration date, whichever
        occurs first.
 
             (iv) In the event of termination of service on the Board by the
        holder of any such Option Rights by reason of retirement after a
        Non-Employee Director has completed a specified period of service and
        attained a specified age, each of the then outstanding Option Rights of
        such holder (whether or not previously exercisable) may be exercised at
        any time within 36 months after the date of such retirement, or on their
        stated expiration date, whichever occurs first.
 
             (v) In the event of the death or disability of the holder of any
        such Option Rights, each of the then outstanding Option Rights of such
        holder (whether or not previously exercisable) may be exercised at any
        time within one year after such death or disability, but in no event
        after the expiration date of the term of such Option Rights.
 
             (vi) If a Non-Employee Director subsequently becomes an employee of
        the Company or a Subsidiary while remaining a member of the Board, any
        Option Rights held under the Plan by such individual at the time of such
        commencement of employment will not be affected thereby.
 
                                       B-9
<PAGE>
 
             (vii) Option Rights may be exercised by a Non-Employee Director
        only upon payment to the Company in full of the Option Price of the
        Common Shares to be delivered. Such payment will be made in cash or in
        Common Shares then owned by the optionee for at least six months, or in
        a combination of cash and such Common Shares.
 
          (b) Each grant or sale of Restricted Shares pursuant to this Section 9
     will be upon terms and conditions consistent with Section 6 of this Plan.
 
SECTION 10.  MANAGEMENT OBJECTIVES.
 
          (a) Management Objectives may be described in terms of Company-wide
     objectives or objectives that are related to the performance of the
     individual Participant or the Subsidiary, division, department or function
     within the Company or Subsidiary in which the Participant is employed. The
     Management Objectives applicable to any award to a Covered Employee will be
     based on specified levels of or growth in one or more of the following
     criteria:
 
             (i) cash flow/net assets ratio;
 
             (ii) debt/capital ratio;
 
             (iii) return on total capital;
 
             (iv) return on equity;
 
             (v) earnings per share growth;
 
             (vi) revenue growth;
 
             (vii) total return to shareholders; and
 
             (viii) financial performance of the Company expressed in terms of
        EBITDA (earnings before interest, taxes, depreciation and amortization).
 
          (b) If the Committee determines that a change in the business,
     operations, corporate structure or capital structure of the Company, or the
     manner in which it conducts its business, or other events or circumstances
     render the Management Objectives unsuitable, the Committee may in its
     discretion modify such Management Objectives or the related minimum
     acceptable level of achievement, in whole or in part, as the Committee
     deems appropriate and equitable, except in the case of a Covered Employee
     where such action would result in the loss of the otherwise available
     exemption of the award under Section 162(m) of the Code. In such case, the
     Committee shall not make any modification of the Management Objectives or
     minimum acceptable level of achievement.
 
SECTION 11.  TRANSFERABILITY.
 
          (a) Except as otherwise determined by the Committee, no Option Right,
     Appreciation Right or other award granted under this Plan may be
     transferred by a Participant other than by will or the laws of descent and
     distribution. Except as otherwise determined by the Committee, Option
     Rights and Appreciation Rights may be exercised during a Participant's
     lifetime only by the Participant or, in the event of the Participant's
     legal incapacity, by the Participant's guardian or legal representative
     acting in a fiduciary capacity on behalf of the Participant under state law
     and court supervision.
 
          (b) Any grant or award made under this Plan may provide that all or
     any part of the Common Shares that are (i) to be issued or transferred by
     the Company upon the exercise of Option Rights or Appreciation Rights, upon
     the termination of the Deferral Period applicable to Deferred Shares, or
     upon payment under a grant of Performance Shares or Performance Units, or
     (ii) no longer subject
 
                                       B-10
<PAGE>
 
     to the substantial risk of forfeiture and restrictions on transfer referred
     to in Section 6 of this Plan, will be subject to further restrictions upon
     transfer.
 
          (c) Notwithstanding the provisions of Section 11(a), if so determined
     by the Committee in its discretion on or after the Date of Grant, Option
     Rights, Appreciation Rights, Restricted Shares, Deferred Shares,
     Performance Shares and Performance Units will be transferable by a
     Participant, without payment of consideration therefor by the transferee,
     to any one or more members of the Participant's Immediate Family (or to one
     or more trusts established solely for the benefit of one or more members of
     the Participant's Immediate Family or to one or more partnerships in which
     the only partners are members of the Participant's Immediate Family),
     except that (i) no such transfer will be effective unless reasonable prior
     notice of such transfer is delivered to the Company and such transfer is
     thereafter effected in accordance with any terms and conditions that have
     been made applicable to such transfer by the Company or the Committee and
     (ii) any such transferee will be subject to the same terms and conditions
     under this Plan as the Participant.
 
SECTION 12.  ADJUSTMENTS.
 
     The Committee may make or provide for such adjustments in the (a) number of
Common Shares covered by outstanding Option Rights, Appreciation Rights,
Deferred Shares and Performance Shares granted under this Plan, (b) Option Price
or Base Price provided in any outstanding Option Right or Appreciation Right,
and (c) kind of shares covered by such awards, as the Committee in its sole
discretion may in good faith determine to be equitably required in order to
prevent dilution or enlargement of the rights of Participants that otherwise
would result from (i) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (ii)
any merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation of the Company or other
distribution of assets, issuance of rights or warrants to purchase securities of
the Company, or (iii) any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Committee, in its discretion, may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration as it may in
good faith determine to be equitable under the circumstances and may require in
connection therewith the surrender of all awards so replaced. Moreover, the
Committee may on or after the Date of Grant provide in the agreement evidencing
any award under this Plan that the holder of the award may elect to receive an
equivalent award in respect of securities of the surviving entity of any merger,
consolidation or other transaction or event having a similar effect, or the
Committee may provide that the holder will automatically be entitled to receive
such an equivalent award. The Committee may also make or provide for such
adjustments in the number of shares specified in Section 3 of this Plan as the
Committee in its sole discretion may in good faith determine to be appropriate
in order to reflect any transaction or event described in this Section 12 except
that any such adjustment to the number specified in Section 3(b)(i) may be made
only if and to the extent that such adjustment would not cause any Option Right
intended to qualify as an Incentive Stock Option to fail so to qualify. This
Section 12 may not be construed to permit the re-pricing of any Option Right in
the absence of any of the circumstances described above in contravention of
Section 19(b) of this Plan.
 
SECTION 13.  FRACTIONAL SHARES.
 
     The Company will not be required to issue any fractional Common Shares
pursuant to this Plan. The Committee may provide for the elimination of
fractions or for the settlement of fractions in cash.
 
                                       B-11
<PAGE>
 
SECTION 14.  CHANGE IN CONTROL.
 
     For purposes of this Plan, a "Change in Control" shall be deemed to have
occurred if any of the following events shall occur:
 
          (a) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     15% or more of either: (i) the then-outstanding shares of common stock of
     the Company (the "Company Common Stock") or (ii) the combined voting power
     of the then-outstanding voting securities of the Company entitled to vote
     generally in the election of directors ("Voting Stock"); provided, however,
     that for purposes of this subsection (a), the following acquisitions shall
     not constitute a Change of Control: (1) any acquisition directly from the
     Company, (2) any acquisition by the Company, (3) any acquisition by any
     employee benefit plan (or related trust) sponsored or maintained by the
     Company or any Subsidiary of the Company, or (4) any acquisition by any
     Person pursuant to a transaction which complies with clauses (i), (ii) and
     (iii) of subsection (c) of this Section 14; or
 
          (b) Individuals who, as of the date hereof, constitute the Board of
     Directors of the Company (the "Incumbent Board") cease for any reason
     (other than death or disability) to constitute at least a majority of the
     Board of Directors of the Company; provided, however, that any individual
     becoming a director subsequent to the date hereof whose election, or
     nomination for election by the Company's shareholders, was approved by a
     vote of at least a majority of the directors then comprising the Incumbent
     Board (either by a specific vote or by approval of the proxy statement of
     the Company in which such person is named as a nominee for director,
     without objection to such nomination) shall be considered as though such
     individual were a member of the Incumbent Board, but excluding for this
     purpose, any such individual whose initial assumption of office occurs as a
     result of an actual or threatened election contest (within the meaning of
     Rule 14a-11 of the Exchange Act) with respect to the election or removal of
     directors or other actual or threatened solicitation of proxies or consents
     by or on behalf of a Person other than the Board of Directors of the
     Company; or
 
          (c) Consummation of a reorganization, merger or consolidation or sale
     or other disposition of all or substantially all of the assets of the
     Company (a "Business Combination"), in each case, unless, following such
     Business Combination, (i) all or substantially all of the individuals and
     entities who were the beneficial owners, respectively, of the Company
     Common Stock and Voting Stock immediately prior to such Business
     Combination beneficially own, directly or indirectly, more than 50% of,
     respectively, the then-outstanding shares of common stock and the combined
     voting power of the then-outstanding voting securities entitled to vote
     generally in the election of directors, as the case may be, of the entity
     resulting from such Business Combination (including, without limitation, an
     entity which as a result of such transaction owns the Company or all or
     substantially all of the Company's assets either directly or through one or
     more subsidiaries) in substantially the same proportions relative to each
     other as their ownership, immediately prior to such Business Combination,
     of the Company Common Stock and Voting Stock of the Company, as the case
     may be, (ii) no Person (excluding any entity resulting from such Business
     Combination or any employee benefit plan (or related trust) sponsored or
     maintained by the Company or such entity resulting from such Business
     Combination) beneficially owns, directly or indirectly, 15% or more of,
     respectively, the then-outstanding shares of common stock of the entity
     resulting from such Business Combination, or
                                       B-12
<PAGE>
 
     the combined voting power of the then-outstanding voting securities of such
     corporation except to the extent that such ownership existed prior to the
     Business Combination and (iii) at least a majority of the members of the
     Board of Directors of the corporation resulting from such Business
     Combination were members of the Incumbent Board at the time of the
     execution of the initial agreement, or of the action of the Board of
     Directors of the Company, providing for such Business Combination; or
 
          (d) Approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company.
 
SECTION 15.  WITHHOLDING TAXES.
 
     To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized
by a Participant or other person under this Plan, and the amounts available to
the Company for such withholding are insufficient, it will be a condition to the
receipt of such payment or the realization of such benefit that the Participant
or such other person make arrangements satisfactory to the Company for payment
of the balance of such taxes required to be withheld. At the discretion of the
Committee, such arrangements may include relinquishment of a portion of such
benefit. The Company and any Participant or such other person may also make
similar arrangements with respect to the payment of any taxes with respect to
which withholding is not required.
 
SECTION 16.  CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
             ABSENCE.
 
     Notwithstanding any other provision of this Plan to the contrary, in the
event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Company, leave of absence
to enter public service with the consent of the Company or other leave of
absence approved by the Company, or in the event of hardship or other special
circumstances, of a Participant who holds an Option Right or Appreciation Right
that is not immediately and fully exercisable, any Restricted Shares as to which
the substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Deferred Shares as to which the Deferral Period is not
complete, any Performance Shares or Performance Units that have not been fully
earned, or any Common Shares that are subject to any transfer restriction
pursuant to Section 11(b) of this Plan, the Committee may, in its sole
discretion, take any action that it deems to be equitable under the
circumstances or in the best interests of the Company, including without
limitation waiving or modifying any limitation or requirement with respect to
any award under this Plan.
 
SECTION 17.  FOREIGN EMPLOYEES.
 
     In order to facilitate the making of any grant or combination of grants
under this Plan, the Committee may provide for such special terms for awards to
Participants who are foreign nationals, or who are employed by the Company or
any Subsidiary outside of the United States of America, as the Committee may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Moreover, the Committee may approve such supplements to, or
amendments, restatements or alternative versions of, this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting
the terms of this Plan as in effect for any other purpose, and the Secretary or
other appropriate officer of the Company may certify any such document as having
been approved and adopted in the same manner as this Plan. No such special
terms, supplements, amendments, restatements or
                                       B-13
<PAGE>
 
alternative versions may include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended
to eliminate such inconsistency without further approval by the shareholders of
the Company.
 
SECTION 18.  ADMINISTRATION OF THE PLAN.
 
          (a) This Plan will be administered by a committee of the Board (or a
     subcommittee thereof) composed of not less than three members of the Board,
     each of whom shall (i) meet all applicable independence requirements of the
     New York Stock Exchange, or if the Common Shares are not traded on the New
     York Stock Exchange, the principal national securities exchange on which
     the Common Stock is traded, (ii) be a "non-employee director" within the
     meaning of Rule 16b-3 and (iii) be an "outside director" within the meaning
     of Section 162(m) of the Code. A majority of the Committee will constitute
     a quorum, and the acts of the members of the Committee who are present at
     any meeting of the Committee at which a quorum is present, or acts
     unanimously approved by the members of the Committee in writing, will be
     the acts of the Committee.
 
          (b) The interpretation and construction by the Committee of any
     provision of this Plan or of any agreement, notification or document
     evidencing the grant of Option Rights, Appreciation Rights, Restricted
     Shares, Deferred Shares, Performance Shares or Performance Units and any
     determination by the Committee pursuant to any provision of this Plan or of
     any such agreement, notification or document will be final and conclusive.
     No member of the Committee will be liable for any such action taken or
     determination made in good faith.
 
SECTION 19.  AMENDMENTS AND OTHER MATTERS.
 
          (a) This Plan may be amended from time to time by the Committee except
     that any amendment that must be approved by the shareholders of the Company
     in order to comply with applicable law or the rules of any national
     securities exchange upon which the Common Shares are traded or quoted will
     not be effective unless and until such approval has been obtained in
     compliance with such applicable law or rules. Presentation of this Plan or
     any amendment of this Plan for shareholder approval will not be construed
     to limit the Company's authority to offer similar or dissimilar benefits
     under other plans without shareholder approval.
 
          (b) The Committee shall not, without the further approval of the
     shareholders of the Company, authorize the amendment of any outstanding
     Option Right to reduce the Option Price. Furthermore, no Option Right may
     be cancelled and replaced with awards having a lower Option Price without
     further approval of the shareholders of the Company. This Section 19(b) is
     intended to prohibit the re-pricing of "underwater" Option Rights and shall
     not be construed to prohibit the adjustments provided for in Section 12 of
     this Plan.
 
          (c) The Committee may require Participants, or may permit Participants
     to elect, to defer the issuance of Common Shares or the settlement of
     awards in cash under the Plan pursuant to such rules, procedures or
     programs as it may establish for purposes of this Plan. The Committee may
     also provide that deferred issuances and settlements include the payment or
     crediting of interest on the deferred amounts, or the payment or crediting
     of dividend equivalents where the deferred amounts are denominated in
     Common Shares.
 
          (d) This Plan will not confer upon any Participant any right with
     respect to continuance of employment or other service with the Company or
     any Subsidiary and will not interfere in any way
                                       B-14
<PAGE>
 
     with any right that the Company or any Subsidiary would otherwise have to
     terminate any Participant's employment or other service at any time.
 
          (e) To the extent that any provision of this Plan would prevent any
     Option Right that was intended to qualify under particular provisions of
     the Code from so qualifying, such provision of this Plan will be null and
     void with respect to such Option Right except that such provision will
     remain in effect with respect to other Option Rights, and there will be no
     further effect on any provision of this Plan.
 
          (f) The Committee may condition the grant of any award or combination
     of awards authorized under this Plan on the surrender or deferral by the
     Participant of his or her right to receive a cash bonus or other
     compensation otherwise payable by the Company or a Subsidiary to the
     Participant.
 
SECTION 20.  TERMINATION.
 
     No grant may be made under this Plan more than 10 years after the date on
which this Plan is first approved by the shareholders of the Company, but all
grants made on or prior to such date will continue in effect after that date
subject to the terms of those grants and of this Plan.
 
SECTION 21.  GOVERNING LAW.
 
     This Plan shall be construed and enforced in accordance with and governed
by the laws of the State of Ohio.
 
                                       B-15

 

 

 

 

 

 

 

                                                                   EXHIBIT 10(j)
 
                            THE LAMSON & SESSION CO.
 
                           DEFERRED COMPENSATION PLAN
                             FOR EXECUTIVE OFFICERS
                (AS AMENDED AND RESTATED AS OF OCTOBER 18, 2001)
 
 
                                    ARTICLE I
 
                               PURPOSE OF THE PLAN
 
         The purpose of The Lamson & Sessions Co. Deferred Compensation Plan for
Executive Officers is to provide designated executive officers and other key
employees of the Company with the opportunity to defer receipt of bonus
compensation payable to them under the Company's annual incentive compensation
program and to help build loyalty to the Company through increased investment in
Company stock.
 
                                   ARTICLE II
 
                                   DEFINITIONS
 
         As used herein, the following words shall have the meanings stated
after them unless otherwise specifically provided:
 
         2.1 "Annual Incentive Compensation" shall mean cash incentive
compensation payable during a fiscal year to an Executive Officer pursuant to an
incentive compensation plan now in effect or hereafter established by the
Company, including, without limitation, the Company's Short-Term Incentive Plan.
 
         2.2 "Change in Control" shall be deemed to have occurred if any of the
following events shall occur:
 
                  (i) The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 15% or more of either: (A) the
         then-outstanding shares of common stock of the Company (the "Company
         Common Stock") or (B) the combined voting power of the then-outstanding
         voting securities of the Company entitled to vote generally in the
         election of directors ("Voting Stock"); provided, however, that for
         purposes of this subsection (i), the following acquisitions shall not
         constitute a Change in Control: (1) any acquisition directly from the
         Company, (2) any acquisition by the Company, (3) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any Subsidiary of the Company, or (4) any acquisition by any
         Person pursuant to a transaction which complies with clauses (A), (B)
         and (C) of subsection (iii) of this Section 2.2; or
 
                  (ii) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "Incumbent Board") cease for any
         reason (other than death or disability) to constitute at least a
         majority of the Board of Directors of the Company; provided, however,
         that any individual becoming a director subsequent to the date hereof
         whose election, or nomination for election by the Company's
         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board (either by a specific
         vote or by approval of the proxy statement of the Company in
 
 
<PAGE>
 
         which such person is named as a nominee for director, without objection
         to such nomination) shall be considered as though such individual were
         a member of the Incumbent Board, but excluding for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of an actual or threatened election contest (within the meaning of Rule
         14a-11 of the Exchange Act) with respect to the election or removal of
         directors or other actual or threatened solicitation of proxies or
         consents by or on behalf of a Person other than the Board of Directors
         of the Company; or
 
                  (iii) Consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of the Company (a "Business Combination"), in each case,
         unless, following such Business Combination, (A) all or substantially
         all of the individuals and entities who were the beneficial owners,
         respectively, of the Company Common Stock and Voting Stock immediately
         prior to such Business Combination beneficially own, directly or
         indirectly, more than 50% of, respectively, the then-outstanding shares
         of common stock and the combined voting power of the then-outstanding
         voting securities entitled to vote generally in the election of
         directors, as the case may be, of the entity resulting from such
         Business Combination (including, without limitation, an entity which as
         a result of such transaction owns the Company or all or substantially
         all of the Company's assets either directly or through one or more
         subsidiaries) in substantially the same proportions relative to each
         other as their ownership, immediately prior to such Business
         Combination, of the Company Common Stock and Voting Stock of the
         Company, as the case may be, (B) no Person (excluding any entity
         resulting from such Business Combination or any employee benefit plan
         (or related trust) sponsored or maintained by the Company or such
         entity resulting from such Business Combination) beneficially owns,
         directly or indirectly, 15% or more of, respectively, the
         then-outstanding shares of common stock of the entity resulting from
         such Business Combination, or the combined voting power of the
         then-outstanding voting securities of such corporation except to the
         extent that such ownership existed prior to the Business Combination
         and (C) at least a majority of the members of the board of directors of
         the corporation resulting from such Business Combination were members
         of the Incumbent Board at the time of the execution of the initial
         agreement, or of the action of the Board of Directors of the Company,
         providing for such Business Combination; or
 
                  (iv) Approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.
 
         2.3 "Committee" shall mean the Compensation and Organization Committee
of the Board of Directors.
 
         2.4 "Common Shares" shall mean the common shares, without par value, of
the Company.
 
         2.5 "Company" shall mean The Lamson & Sessions Co., an Ohio
corporation.
 
         2.6 "Disability" means permanent and total disability as determined
under the Company's long term disability program.
 
         2.7 "Executive Officer" shall mean any executive officer or other key
employee of the Company who is selected by the Committee to participate in this
Plan with respect to his or her Annual Incentive Compensation for a particular
year.
 
         2.8 "Retirement" means retirement from active employment with the
Company or any
 
 
 
                                       2
<PAGE>
 
Subsidiary on or after the normal retirement date specified in the applicable
pension plan of such employer, or retirement, with the consent for purposes of
the Plan, of the Committee at or prior to the time of retirement, from active
employment with the Company or any Subsidiary pursuant to the early retirement
provisions of the applicable pension plan of such employer.
 
         2.9 "Subsidiary" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest.
 
         2.10 "Trust Agreement" shall mean the Trust Agreement, dated June 30,
1999, between the Company and the Trustee in connection with the Plan.
 
         2.11 "Trustee" shall mean National City Bank, any corporate successor
to a majority of its trust business, or any successor Trustee hereunder.
 
                                   ARTICLE III
 
                         ELECTIONS BY EXECUTIVE OFFICERS
 
         3.1 ELECTION TO DEFER. No later than December 31 of any year, an
Executive Officer may elect to defer receipt of all or a specified part or the
Annual Incentive Compensation that may become payable to him or her for
performance in the following year that in the absence of such deferral would be
payable in the second following year. Such election shall be made on an election
form specified by the Committee ("Election Form") and filed with the Secretary
of the Company. Except as otherwise determined by the Committee, all elections
in effect prior to the effective date of this Plan to receive Deferred Shares
(as such term is defined in the Company's 1998 Incentive Equity Plan (the "1998
Plan")), in lieu of Annual Incentive Compensation under the 1998 Plan shall be
treated as elections to defer compensation under this Plan.
 
         3.2 EFFECTIVENESS OF ELECTION. An Election Form that is timely
delivered shall be effective for the Annual Incentive Compensation earned in the
succeeding calendar year.
 
         3.3 AMOUNT DEFERRED; DEFERRAL PERIOD. An Executive Officer shall
designate on the Election Form the percentage or the amount of his or her Annual
Incentive Compensation that is to be deferred pursuant to this Plan. All
deferred amounts shall be deferred until the earliest of: (i) the third
anniversary of the date the amount of such Compensation is fully determined by
the Committee (unless subsequently deferred pursuant to Section 3.4 hereof);
(ii) upon the termination of the employment of the Executive Officer by reason
of the Executive Officer's death, Disability or Retirement; or (iii) upon the
occurrence of a Change in Control.
 
         3.4 ONE-TIME SUBSEQUENT ELECTION TO DEFER. No later than one year prior
to the end of a deferral period set forth in Section 3.3(i) hereof, an Executive
Officer may make a subsequent election to extend the end of the deferral period
set forth in Section 3.3(i) hereof to a date chosen by the Executive Officer.
Such date shall be at least one year from the end of the deferral period
pursuant to Section 3.3(i). A subsequent election must be made on a subsequent
election form specified by the Committee and filed with the Secretary of the
Company. Such subsequent election is a one-time election and may not be changed
or revoked.
 
 
                                       3
<PAGE>
 
                                   ARTICLE IV
 
                            ACCOUNTS AND INVESTMENTS
 
         4.1 CONTRIBUTIONS. The Company shall transfer an amount equal to one
hundred percent (100%) of the Annual Incentive Compensation deferred pursuant to
this Plan to the Trustee. Such transfer shall be made within thirty days after
such deferred amounts would otherwise have been paid to the Executive Officer.
In addition, the Company will match 20% of the Annual Incentive Compensation
deferred and use such amount to issue Restricted Shares (as such term is defined
in the 1998 Plan) to the Executive Officer. Such Restricted Shares will be
issued under the 1998 Plan and subject to the terms and conditions set forth in
the 1998 Plan.
 
         4.2 ESTABLISHMENT OF ACCOUNTS. The Trustee shall establish a separate
"Deferred Compensation Account" for any Executive Officer who defers Annual
Incentive Compensation pursuant to this Plan. Amounts deferred by each Executive
Officer shall be paid in cash to the Trustee by the Company. Such amounts shall
be applied by the Trustee to the purchase of Common Shares, which shall be held
by the Trustee and credited to such Executive Officer's Deferred Compensation
Account pending distribution as permitted in Article V hereof, together with any
Common Shares acquired through reinvested dividends as herein provided.
 
         4.3 ADJUSTMENT OF ACCOUNTS. Each Executive Officer's Deferred
Compensation Account shall be credited from time to time with all dividends or
other distributions paid on the number of Common Shares reflected in the
Deferred Compensation Account. As of December 31 of each year and on such other
dates as the Committee directs, the fair market value of the assets of the Trust
allocated to all Deferred Compensation Accounts (the "Trust Fund") shall be
determined by the Trustee.
 
         4.4 INVESTMENT OF ASSETS. The assets of the Trust Fund shall be held by
the Trustee in the name of the Trust. Except as provided in Section 4.5 hereof,
all amounts received by the Trustee pursuant to this Plan, shall be invested and
reinvested only in whole Common Shares.
 
         4.5 ASSETS HELD IN CASH. The Trustee may, in its sole discretion,
maintain in cash such amounts as it deems necessary. Amounts maintained in cash
by the Trustee shall be kept to a minimum consistent with the duties and
obligations of the Trustee as set forth in the Trust Agreement and shall not be
required to be invested at interest.
 
                                    ARTICLE V
 
                               PAYMENT OF ACCOUNTS
 
         5.1 TIME OF PAYMENT. Distribution of an Executive Officer's account
shall be made at the end of the deferral period determined in accordance with
Section 3.3. hereof.
 
         5.2 METHOD OF DISTRIBUTION. The number of Common Shares held pursuant
to this Plan in an Executive Officer's Deferred Compensation Account shall be
transferred by the Trustee to the Executive Officer as soon as practicable
following the end of the period of deferral as specified in Section 3.3 hereof.
All amounts credited to such Deferred Compensation Account in respect of
dividends and distributions shall be included in the amounts paid to the
Executive Officer at such time.
 
         5.3 HARDSHIP DISTRIBUTIONS. Prior to the time an Executive Officer's
account becomes payable, the Committee, in its sole discretion, may elect to
distribute all or a portion of an Executive Officer's account in the event such
Executive Officer requests a distribution on account of severe financial
hardship. For purposes of this Plan, severe financial hardship shall be deemed
to exist in the event the Committee determines that an Executive Officer needs a
 
 
                                       4
<PAGE>
 
distribution to meet immediate and heavy financial needs resulting from a sudden
or unexpected illness or accident of the Executive Officer or a member of his or
her family, loss of the Executive Officer's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Executive Officer. A distribution based on
financial hardship shall not exceed the amount required to meet the immediate
financial need created by the hardship.
 
         5.4 DESIGNATION OF BENEFICIARY. Upon the death of an Executive Officer,
his or her account shall be paid to the beneficiary or beneficiaries designated
by him or her. If there is no designated beneficiary, or no designated
beneficiary surviving at an Executive Officer's death, payment of an Executive
Officer's account shall be made to his or her estate. Beneficiary designations
shall be made in writing. An Executive Officer may designate a new beneficiary
or beneficiaries at any time by notifying the Committee.
 
         5.5 TAXES. In the event any taxes are required by law to be withheld or
paid from any payments made pursuant to the Plan, the Trustee shall deduct such
amounts from such payments and shall transmit the withheld amounts to the
appropriate taxing authority.
 
                                   ARTICLE VI
 
                            CREDITORS AND INSOLVENCY
 
         6.1 CLAIMS OF THE COMPANY'S CREDITORS. All assets held in trust
pursuant to the provisions of this Plan, and any payment to be made by the
Trustee pursuant to the terms and conditions of the Trust, shall be subject to
the claims of general creditors of the Company, including judgment creditors and
bankruptcy creditors. The rights of an Executive Officer or his or her
beneficiaries to any assets of the Trust Fund shall be no greater than the
rights of an unsecured creditor of the Company.
 
         6.2 NOTIFICATION OF INSOLVENCY. In the event the Company becomes
insolvent, the Board of Directors of the Company and the chief executive officer
of the Company shall immediately notify the Trustee of that fact. The Trustee
shall not make any payments from the Trust Fund to any Executive Officer or any
beneficiary under the Plan after such notification is received or at any time
after the Trustee has knowledge of such insolvency. Under any such circumstance,
the Trustee shall deliver any property held in the Trust Fund only as a court of
competent jurisdiction may direct to satisfy the claims of the Company's
creditors. For purposes of this Plan, the Company shall be deemed to be
insolvent if the Company is subject to a pending voluntary or involuntary
proceeding as a debtor under the United States Bankruptcy Code, as amended, or
is unable to pay its debts as they mature.
 
                                   ARTICLE VII
 
                                 ADMINISTRATION
 
         The Committee shall administer the Plan and resolve all questions of
interpretation arising under the Plan with the help of legal counsel, if
necessary. Whenever directions, designations, applications, requests or other
notices are to be given by an Executive Officer under the Plan, they shall be
filed with the Committee.
 
 
                                       5
<PAGE>
 
                                  ARTICLE VIII
 
                                  MISCELLANEOUS
 
         8.1 TERM OF PLAN. The Company reserves the right to amend or terminate
the Plan at any time; PROVIDED, HOWEVER, that no amendment or termination shall
affect the rights of Executive Officers to amounts previously credited to their
accounts. The Trust shall remain in effect until such time as the entire corpus
of the Trust Fund has been distributed pursuant to the terms of the Plan.
 
         8.2 ASSIGNMENT. No right or interest of any Executive Officer (or any
person claiming through or under such Executive Officer) other than the
surviving spouse of such Executive Officer after he or she is deceased in any,
benefit or payment herefrom shall be assignable or transferable in any manner or
be subject to alienation, anticipation, sale, pledge, encumbrance or other legal
process or in any manner be liable for or subject to the debts or liabilities of
such Executive Officer. If any Executive Officer or any such person (other than
the surviving spouse of such Executive Officer after he or she is deceased)
shall attempt to or shall transfer, assign, alienate, anticipate, sell, pledge
or otherwise encumber his or her benefits hereunder or any part thereof, or if
by reason of his or her bankruptcy or other event happening at any time such
benefits would devolve upon anyone else or would not be enjoyed by him or her,
then the Committee, in its discretion, may terminate his or her interest in any
such benefit to the extent the Committee considers necessary or advisable to
prevent or limit the effects of such occurrence. Termination shall be effected
by filing a written "termination declaration" with the Committee records and
making reasonable efforts to deliver a copy to such Executive Officer or his or
her legal representative.
 
         As long as any Executive Officer is alive, any benefits affected by the
termination shall be retained by the Trust and, in the Committee's sole and
absolute judgment, may be paid to or expended for the benefit of such Executive
Officer, his or her spouse, his or her children or any other person or persons
in fact dependent upon him or her in such a manner as the Committee shall deem
proper. Upon the death of any Executive Officer, all benefits withheld from him
or her and not paid to others in accordance with the preceding sentence shall be
distributed to such Executive Officer's estate or to his or her creditors and if
such Executive Officer shall have descendants, including adopted children, then
living, distribution shall be made to such Executive Officer's then living
descendants, including adopted children, per stirpes.
 
         In addition, an Executive Officer or beneficiary shall have no rights
against or security interest in the assets of the Trust Fund and shall have only
the Company's unsecured promise to pay benefits. All assets of the Trust Fund
shall remain subject to the claims of the Company's general creditors.
 
         8.3 TAXES. This Plan is intended to be treated as an unfunded deferred
compensation plan under the Internal Revenue Code. It is the intention of the
Company that the amounts deferred pursuant to this Plan shall not be included in
the gross income of the Executive Officers or their beneficiaries until such
time as the deferred amounts are distributed from the Plan. If, at any time, it
is determined that amounts deferred pursuant to the Plan are currently taxable
to the Executive Officers or their beneficiaries, the Trust shall terminate and
any amounts held in the Trust Fund shall be distributed immediately to the
Executive Officers or their beneficiaries.
 
         8.4 EFFECTIVE DATE OF PLAN. The Plan was originally effective as of
June 30, 1999. The Plan as Amended and Restated shall be effective as of October
18, 2001.
 
 
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