Dear:

Re:  Performance Share Award

I am pleased to advise you that, on _______________, ____, the Compensation
Committee of the Board of Directors granted you a Performance Share Award under
the Company's amended and restated 1995 Incentive Stock Plan (the "1995 Plan")
with a target of ____ shares.

Up to 150 percent of the target shares may be earned, depending on the total
shareholder return ("TSR") of the Company during the three-year period
commencing ________ and ending _________________, as compared with the TSR for
the S&P Small Cap 600 Index. If the Thomas Industries TSR ranks in the 45th
percentile in relation to the Small Cap Index, then 100 percent of your target
shares will be earned. If the Thomas TSR ranks in the 85th percentile or
greater, then 150 percent of your target shares will be earned. If the Thomas
TSR ranks greater than the 45th percentile, but less than the 85th percentile,
then the percentage of target shares that you will earn will be determined by
multiplying 1 1/4 % of the target times each percentile in excess of 45 and
adding that product to 100 percent of your target. For example, if the Thomas
TSR ranks at the 65th percentile of the Small Cap Index, an award of 125 percent
of the target would be earned [(20 x 1 1/4 %) + 100%]. If the Thomas TSR is
below the 45th percentile of the Small Cap Index, no shares will be earned under
the award. For these purposes, TSR shall be determined by adding the TSR at the
end of each of the three performance years and dividing by three.

Dividend Equivalents

If the Company pays a dividend with respect to its common stock at any time
during the three-year performance period, the number of target shares then
credited to you will be increased by a number of shares equal to (a) the cash
dividend you would have received had you actually owned the target shares then
credited to you, divided by (b) the fair market value of a share of common stock
on the dividend payment date.

Death, Disability, or Retirement

In the event of your death, disability, or retirement (at age 55 with at least
20 years of service) during the performance period, you or your beneficiary will
receive, at the end of the performance period, the number of shares that would
have been earned during the performance period multiplied by a fraction, the
numerator of which is the number of days during the performance period prior to
your death, disability, or retirement and the denominator of which is 1,095. In
the event of any other termination of employment during the performance period,
the performance share award shall be forfeited in its entirety.

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Stock Dividends or Splits

In the event of a stock dividend, stock split, or other transaction in which the
Company changes the number of its shares of common stock during the performance
period without new consideration to the Company, the number of target shares
credited to you will be changed in proportion to the change in the Company's
shares. The number of target shares credited to you may also be subject to other
adjustments in accordance with Section 11 of the 1995 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 of the 1995 Plan.

Change in Control

If there is a change in control of the Company during the performance period,
the performance goals established hereunder shall be deemed satisfied; and 100
percent of the target shares then credited to you will be delivered to you as
soon as possible after the change in control. For these purposes and for
purposes of distribution of deferred shares (see below), a "change in control"
is defined in Exhibit A attached to this Award.

Merger or Consolidation

In the case of any merger, consolidation, or combination of the Company with or
into another corporation, as defined in Section 10(c) of the 1995 Plan, other
than a transaction that constitutes a change in control, the target shares
credited to you will be converted into the Acquisition Consideration as defined
in Section 10(c) of the 1995 Plan.

Election to Defer

You may elect to defer receipt of any shares earned during the performance
period until the date of your retirement by delivering written notice of
deferral to the Committee on or before ________________. The form of election is
attached as Exhibit B. If you elect deferral, the shares earned during the
performance period will be transferred into the Thomas Industries Inc. Deferred
Share Trust, a rabbi trust with National City Bank as Trustee. The transfer of
shares into the Trust will be made at the end of the performance period after
approval is given by the Compensation Committee.

Cash dividends paid to the Trust will automatically be reinvested in Thomas
stock through the Thomas Industries Dividend Reinvestment Plan. National City
will maintain a separate sub- account within the Trust for each individual's
deferred share balance. Quarterly statements will be issued to you providing
details of account activity during the period.

The deferred shares will be delivered to you or your beneficiary in accordance
with your election on Exhibit B. Taxable ordinary income will be recognized on
the Trust distribution date equal to the number of shares received times the
closing market value on that date. You will be required to pay federal, state,
and local withholding taxes prior to distribution. These taxes may be paid
either through the issuance of a check to the Trustee or by instructing the
Trustee to sell the appropriate number of shares to cover withholding costs. The
Trustee will issue a Form W-2 to you for the year payment is made, which will
reflect your compensation and tax withholdings related to the share
distribution.

                                       2

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Under the Internal Revenue Code, deferred compensation is subject to FICA tax in
the year in which compensation is earned. As a result, FICA tax will be payable
based on the market value of performance shares on the date approved by the
Compensation Committee. FICA taxes will need to be withheld from your pay in
that same year.

Beneficiary

You may designate from time to time the person or persons who will succeed to
your rights hereunder in the event of your death. Such designation shall be in
the form made available to you from time to time and will be effective only upon
its filing with the Company's Secretary. In the absence of an effective
designation, any earned shares will be delivered to your estate.

Unfunded Obligation

The Company's obligation with respect to this Award shall not be secured or
funded in any manner, and any amounts payable or shares deliverable pursuant to
the terms of this Award shall be paid or delivered from the general assets of
the Company.

Non-Assignability

You will have no right to anticipate any payment or delivery to be made
hereunder or to alienate, dispose of, or encumber any of your rights under this
Award. The Company will not recognize any assignment or alienation of this
Award, either in whole or in part; nor shall your interest hereunder be subject
to attachment, garnishment, or execution following judgment or other legal
process.

Governing Law

The validity and interpretation of this Award shall be determined in accordance
with the laws of the State of Kentucky without regard to its conflict of law
principles.

Please contact me if you have any questions with respect to this award.

Very truly yours,



Timothy C. Brown
Chairman, President and CEO

jms

Enc.


<PAGE>



                                                                       Exhibit A
                                                                       ---------


         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;

          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.


         For purposes of accelerating the distribution of any deferred shares, a
change in control must comply with the above definition and must also comply
with guidance issued by the Internal Revenue Service pursuant to Section 409A of
the Internal Revenue Code.


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                                                                       Exhibit B
                                                                       ---------

                             PERFORMANCE SHARE AWARD
                                DEFERRAL ELECTION

I hereby elect to have the following portion of the performance shares earned by
me during the three-year period ending ____________________, if any, deferred in
accordance with the following terms:

     A.   Portion to be Deferred (Choose one)

               ________________ Percent or fraction of shares to be deferred; OR

               ________________ Number of shares deferred;

               Note that any shares not deferred will be delivered at the end of
the performance period.

     B.   Manner of Delivery of Deferred Shares (Choose one)

               ________________ In a single delivery on the first business day
                                pf the calendar year following the year of
                                retirement; OR

               ________________ Number of annual installments (not more
                                than five) commencing on the first
                                business day of the calendar year
                                following the year of retirement and
                                continuing on each respective
                                anniversary of that date
               Notes:

               (1)    "Retirement" is defined as your termination of employment
                      from the Company at age 55 with at least 20 years of
                      service. If you terminate employment prior to retirement
                      for any other reason, your deferred shares will be paid to
                      you as soon as possible after the six-month anniversary of
                      your termination regardless of your election above (or, if
                      you die during that six month period, as soon as possible
                      after your death).

               (2)    Distributions of deferred shares will be distributed
                      immediately upon a change in control as defined in Exhibit
                      A to the Agreement, provided such distribution is
                      permitted by guidance issued by the Internal Revenue
                      Service pursuant to Section 409A of the Internal Revenue
                      Code.

               (3)    If, at your termination of employment or retirement, you
                      are a "key employee" (as defined in the Internal Revenue
                      Code), the Internal Revenue Code requires that
                      distributions be delayed until at least six months after
                      your termination of employment. As a result, if you retire
                      or terminate employment late in a given year (for example,
                      in November or December), your deferred shares will not be
                      distributed on the next first business day of the next
                      calendar year, but instead will be distributed as soon as
                      practicable after six months have elapsed from your
                      termination of employment (or, if you die during that six
                      month period, as soon as possible after your death).

<PAGE>

I understand that my execution and delivery of this election will not in any way
entitle me to any performance shares and that such shares will be earned only if
the Company achieves the performance criteria established with respect to the
performance share award.



-------------------------                    ---------------------------------
Date Signed                                  Signature




NOTE:      This election must be executed and delivered to the Chief Financial
            Officer of the Company on or before June 30, 2007.