THOMAS INDUSTRIES INC.
                           NON-QUALIFIED STOCK OPTION
                         FOR THOMAS INDUSTRIES EMPLOYEES


         THIS  OPTION,  Granted  this  ____  day of  _________________,  by
THOMAS  INDUSTRIES  INC.,  a  Delaware corporation (the "Company"), to _________
(the "Employee");

To further the purpose of the Company's Amended and Restated 1995 Incentive
Stock Plan (the "Plan"), and in consideration of the services required under
paragraph 2 to receive benefits hereunder, the Company hereby grants this option
to the Employee on the terms hereinafter expressed:

     1.  Option Grant. The Company hereby grants to the Employee a non-qualified
         stock option to purchase a total of ___ shares of Common Stock of the
         Company at the option price of $____ per share, being at least equal
         to 100 percent of the fair market value of such shares on the date
         hereof.

     2.  Time of Exercise. This option may be exercised (in the manner provided
         in paragraph 3 hereof) in whole or in part, from time to time after the
         date hereof, subject to the following limitations:

          a.   This option may not be exercised during the first ____ year(s)
               from the date hereof. Thereafter, it may be exercised to a
               maximum cumulative extent of ___percent of the total shares
               covered by the option in the third year from the date hereof, ___
               percent of the total shares in the fourth year from the date
               hereof, and ___ percent of the total shares in the fifth year
               from the date hereof. After the end of the fifth year from the
               date hereof, this option may be exercised in full.
               Notwithstanding the above, this option shall become immediately
               exercisable in full upon:

               (i)  The death of the Employee; or

               (ii)The occurrence of a "change of control" of the Company. A
                    change of control of the Company shall be deemed to occur
                    upon the happening of any of the following:

                    (a)  Any person (as that term is used in Sections 13(d) and
                         14(d) of the Securities Exchange Act of 1934, but
                         excluding the Company, its affiliates and any qualified
                         or non-qualified plan maintained by the Company or its
                         affiliates) becomes the "beneficial owner" (as defined
                         in Rule 13d-3 promulgated under such Act), directly or
                         indirectly, of securities of the Company representing
                         30 percent or more of the combined voting power of the
                         Company's then outstanding securities; unless the Board
                         of Directors determines that such event does not
                         constitute a change of control;

                    (b)  During any period of two consecutive years, individuals
                         who at the beginning of any such period constitute the
                         directors of the Company 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 new director of the
                         Company was approved by a vote of at least two-thirds
                         of such directors of the Company then still in office
                         who were directors of the Company at the beginning of
                         any such period;

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                    (c)  Shareholder approval of a combination of the Company
                         (by merger, share exchange, consolidation, or
                         otherwise) with another corporation and, as a result of
                         such combination, less than 75 percent of the
                         outstanding securities of the surviving or resulting
                         corporation are owned in the aggregate by the former
                         shareholders of the Company; or

                    (d)  The Company sells, leases, or otherwise transfers all
                         or substantially all of its properties or assets to
                         another person or entity.

               (iii) The Employee's termination of employment on account of
                    Total and Permanent Disability, as defined in the Thomas
                    Industries Retirement Savings and Investment Plan or the
                    Employee's retirement after 30 years of service and
                    attainment of age 60.

                    b.   This option may not be exercised:

               (i)  More than three months after the
                    termination of the Employee's employment by the Company or a
                    subsidiary for any reason other than retirement, Total and
                    Permanent Disability, or death; or

               (ii) More than twelve months after termination of employment by
                    reason of Total and Permanent Disability, retirement at age
                    60, or death; or

               (iii) More than ten years from the date hereof.

                    c.   This option shall not be affected by leaves of absence
                         approved in writing by the President of the Company or
                         by any change of employment so long as the Employee
                         continues to be an employee of the Company or of a
                         subsidiary. Nothing in this option shall confer on the
                         Employee any right to continue in the employ of the
                         Company or of any of its subsidiaries or to interfere
                         with the right of the Company or of such subsidiary to
                         terminate his employment at any time.

     3.  Exercise of Option. This option may be exercised only by appropriate
         notice in writing delivered to the Secretary of the Company at
         Louisville, Kentucky, and accompanied by:

          a.   Either (i) a certified or cashier's check payable to the order of
               the Company for the full purchase price of the shares purchased
               together with any required tax withholding, (ii) the tender (or
               the certification of ownership) of shares of Common Stock of the
               Company already owned by the Employee for a period of at least
               six months and having a fair market value equal to the option
               price and the required tax withholding, or (iii) a combination of
               the foregoing; or (iv) delivery of a properly executed exercise
               notice, together with irrevocable instructions to a broker to
               promptly deliver to the Company the amount of sale proceeds from
               the options shares to pay the option price and any required tax
               withholding; and

          b.   Such other documents or representations (including, without
               limitation, representations as to the intention of the Employee,
               or other purchaser under paragraphs 4 and 5, to acquire the
               shares for investment) as the Company may reasonably request in
               order to comply with securities, tax, or other laws then
               applicable to the exercise of the option. The Employee may
               satisfy any tax withholding obligation in whole or in part by
               electing to have the Company retain option shares, having a fair
               market value on the date of exercise equal to the amount required
               to be withheld.
                                       2

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     4.  Non-Transferability of Option. This option is not transferable by the
         Employee otherwise than by will or the laws of descent and
         distribution, and is exercisable, during the Employee's lifetime, only
         by him. At the discretion of the Compensation Committee of the Board of
         Directors (the "Committee"), this option may be transferred to members
         of the employee's immediate family, or trusts or family partnership for
         the benefit of such persons, subject to terms and conditions
         established by the Company.

     5.  Death of Employee. If the Employee dies during the option period, this
         option may be exercised in whole or in part, and from time to time, for
         the period described in paragraph 2(b) hereof and in the manner
         described in paragraph 3 hereof, by his estate or the person to whom
         the option passes by will or the laws of descent and distribution.

     6.  Adjustment Provisions. In the event that there is any increase in the
         number of issued Common Stock of the Company without new consideration
         to the Company therefor, by reason of stock dividends, stock split-ups,
         or like recapitalizations, the number of Common Stock which may
         thereafter be purchased under this option shall be increased in the
         same proportion as said increase in issued Common Stock. In such event,
         the per share purchase price specified in paragraph 1 above shall be
         reduced so that the total consideration payable to the Company for the
         increased number of Common Stock remaining subject to this option shall
         not be changed by reason of such increase in number of shares.

         If, during the term of this option, the Common Stock of the Company
         shall be combined or be changed into the same or another kind of stock
         of the Company or into securities of another corporation, cash,
         evidence of indebtedness, other property, or any combination thereof
         (the "Acquisition Consideration"), whether through recapitalization,
         reorganization, sale, merger, consolidation, or other similar
         transaction, the Company shall cause adequate provision to be made
         whereby the Employee shall thereafter be entitled to receive, upon the
         due exercise of any then unexercised portion of this option, the
         Acquisition Consideration the Employee would have been entitled to
         receive for Common Stock acquired through exercise of such portion of
         the option (regardless of whether or to what extent the option would
         then have been exercisable) immediately prior to the effective date of
         such transaction. If appropriate, due adjustment shall be made in the
         per share or per unit price of the securities purchased on exercise of
         this option following said transaction.

         The terms and conditions of this option may also be subject to other
         adjustments in accordance with Section 11 of the Plan in the event of
         an extraordinary dividend or other distribution or the occurrence of
         any other unusual or extraordinary corporate transaction involving the
         Company's Common Stock or assets, as set forth in Section 11.

     7.  Applicable Plan. This option is granted under and subject to the terms
         and conditions of the Company's 1995 Amended & Restated Incentive Stock
         Plan.


         IN WITNESS WHEREOF, The Company has caused this option to be executed
on the date first above written.

                                                  THOMAS INDUSTRIES INC.



                                                 By_____________________________