THOMAS INDUSTRIES INC.

                       CASH ONLY STOCK APPRECIATION RIGHT

                     FOR DIRECTORS OF THOMAS INDUSTRIES INC.

         THIS CASH ONLY STOCK APPRECIATION RIGHT ("SAR"), is granted this __ day
of ________, ____, by THOMAS INDUSTRIES INC., a Delaware corporation (the
"Company"), to ___________ (the "Director");

To further the purpose of the Company's 1995 Incentive Stock Plan, and in
consideration of the services required to receive benefits hereunder, the
Company hereby grants this SAR to the Director on the terms hereinafter
expressed:

     1.  SAR Grant. The Company hereby grants to the Director an SAR with
         respect to a total of ______ Common Shares of the Company at the
         exercise 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 SAR may be exercised (in the manner provided in
         paragraph 3 hereof) at any time after the date of grant until the first
         to occur of the tenth anniversary of the date of grant or the second
         anniversary of the date the Director ceases to be a Director.

     3.  Exercise of SAR; Payout of Appreciation.

         a.   This SAR may be exercised only by appropriate notice in
              writing delivered to the Secretary of the Company at Louisville,
              Kentucky.

         b.   Upon receipt of notice of exercise, the Company shall pay Director
              an amount in cash equal to the excess of the market price of the
              Company's Common Shares on the date of exercise over the exercise
              price, multiplied by the number of shares with respect to which
              the SAR is being exercised.

     4.  Non-Transferability of SAR. This SAR is not transferable by the
         Director otherwise than by will or the laws of descent and
         distribution, and is exercisable, during the Director's lifetime, only
         by him. At the discretion of the Compensation Committee of the Board of
         Directors (the "Committee"), this SAR may be transferred to members of
         the Director's immediate family, or trusts or family partnership for

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         the benefit of such persons, subject to terms and conditions
         established by the Company.

     5.  Death of Director. If the Director dies during the SAR period, this SAR
         may be exercised in whole or in part, and from time to time, for the
         period described in paragraph 2 hereof and in the manner described in
         paragraph 3 hereof, by his estate or the person to whom the SAR 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 Shares 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 Shares subject to this
         SAR shall be increased in the same proportion as said increase in
         issued Common Shares. In such event, the per share exercise price
         specified in paragraph 1 above shall be reduced.
         If, during the term of this SAR, the Common Shares 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 amount the Director shall thereafter be entitled to
         receive, upon the due exercise of any then unexercised portion of this
         SAR, shall be based on the value of the Acquisition Consideration
         rather than the market price of the Company's Common Shares. If
         appropriate, due adjustment shall be made in the per share or per unit
         price of the securities purchased on exercise of this SAR following
         said transaction.

7.       Applicable Plan. This SAR is granted under and subject to the terms and
         conditions of the Company's 1995 Incentive Stock Plan. IN WITNESS

         WHEREOF, The Company has caused this SAR to be executed on the date
         first above written.
                                                     THOMAS INDUSTRIES INC.



                                                 By_____________________________