<PAGE>
                          KUHLMAN CORPORATION
                  1994 Stock Option Plan, As Amended

    1.  PURPOSE.  The Kuhlman Corporation 1994 Stock Option Plan (the "Plan") 
is intended as an incentive and to encourage ownership of the Company's Common 
Stock (the "Stock") by certain key employees of Kuhlman Corporation (the 
"Company") and its Subsidiaries (corporation of which a majority of its stock 
is owned directly or indirectly by the Company) in order to increase their 
proprietary interest in the Company's success and to assure their continuation 
as employees.

    2.  ADMINISTRATION.  The Plan shall be administered by the Compensation 
Committee (the "Committee") consisting of net less than three directors of the 
Company appointed by its Board of Directors. Members of the Committee shall 
serve at the pleasure of, and vacancies occurring in the membership of the 
Committee shall be filled through appointment by, the Board of Directors. No 
person may be a member of the Committee if he or she has been, within one 
year prior to his or her appointment to the Committee, or at any time during 
his or her service on the Committee, allocated Stock or granted Stock options 
pursuant to the Plan or any other plan of the Company or any of its 
Subsidiaries to the extent such allocation or grant would cause such person 
to fail to be a "disinterested person" under Rule 16b-3 under the Securities 
Exchange Act of 1934, as amended, as such Rule may be amended from time to 
time ("Rule 16b-3"): provided, however, that membership on the Committee shall 
not affect or impair any rights of a member with respect to any Stock allocated
or Stock options granted to him or her when he or she was not a member of the 
Committee.

    The Committee shall keep minutes of its meetings. A majority of the 
Committee shall constitute a quorum thereof and the acts of a majority of the 
members present at any meeting of the Committee at which a quorum is present, 
or acts approved in writing by the entire Committee, shall be the acts of the 
Committee.

    The Committee may make such rules and regulations and establish such 
procedures for the administration of the Plan as it deems appropriate. The 
interpretation and application of the Plan or of any term or condition 
of an option granted under the Plan or of any rule, regulation or 
procedure, and any other matter relating to or necessary to the administration 
of the Plan, shall be determined by the Committee, and any such determination 
shall be final and binding upon all persons. No member of the Committee 
shall be liable for any action or determination made in good faith.

    3.  STOCK.  Shares of Stock to be optioned or issued under the Plan may be 
either authorized and unissued shares or issued shares which shall have been 
reacquired by the Company, provided that the total amount of Stock on which 
options may be granted or which may be issued under the Plan shall not exceed 
800,000 shares. Such number of shares is subject to adjustment in accordance 
with the provisions of Section 6 hereof. In the event that any outstanding 
option or portion thereof expires or is cancelled, surrendered or terminated 
for any reason, the shares of Stock allocable to the unexercised portion of 
such option may again be subjected to an option to be issued under the Plan.

   4.  AWARD OF OPTIONS.  The Committee may grant options to purchase Stock 
to officers and other key employees of the Company or its Subsidiaries, 
including directors who are full time employees. However, no officer or key 
employee shall be granted options in any year to purchase more than 100,000 
shares of the Stock. The Committee shall have the discretion, in accordance 
with the provisions of the Plan, to determine to whom an option is granted, 
the number of shares of Stock optioned and the terms and conditions of the 
option. In making such determinations, the Committee shall consider the 
position and responsibilities of the employee, the nature and value to the 
Company of his or her services an accomplishments, his or her present and 
potential contribution to the success of the Company, and such other factors 
as the Committee may deem relevant.

    Each option granted under the Plan shall be designated by the Committee at 
the time of grant as either an incentive stock option (an "Incentive" option). 
An Incentive option is intended to meet the requirements of Section 422 of the 

<PAGE>

Internal Revenue Code of 1986, as amended (the "Code"). The aggregate Fair 
Market Value (determined at the time the option is granted) of the Stock 
as to which Incentive options are exercisable for the first time by the 
optionee during any calendar year shall not exceed $100,000 (as determined in 
accordance with the rules set forth in Section 422 of the Code).

    Options granted under the Plan shall be subject to and governed by the 
provisions of the Plan and by the terms and conditions set forth in 
Section 5 hereof and by such other terms and conditions, not inconsistent with 
the Plan, as shall be determined by the Committee.

    The date on which an option shall be granted shall be the date that the 
optionee, the number of shares of Stock optioned in the terms and conditions 
of the option are determined by the Committee, provided, however, that if an 
option or any term or condition of an option is rejected or not accepted by 
an optionee or i an option is not granted in accordance with the provisions of 
the Plan, such option shall be deemed to have not been granted and shall be 
of no effect. Each option shall be evidenced by a Stock Option Agreement in 
such form as the Committee may from time to time approve.

    5.  TERMS AND CONDITIONS OF OPTIONS.

    A.  OPTION PRICE.  In the case of each option granted under the Plan, the 
option price shall not be less than the Fair Market Value of the Stock on the 
date of grant of such option. Fair Market Value for purposes of the Plan shall 
be deemed to be the closing price on the date in question rounded, if necessary,
to the next full one cent, or in the next preceding day on which there were 
such sales of Stock if no such sales shall have been made on the date in 
question, as reported on the New York Stock Exchange Composite Transactions 
reporting system.

    B.  PERIOD OF OPTION AND WHEN EXERCISABLE.

    (i) An option granted under the Plan may not be exercised after the earlier
of (a) the date specified by the Committee, which shall be a maximum of 10 
years from date of grant, or (b) the applicable time limit specified in 
paragraph (ii) of this Section 5B. Any option not exercised within the 
aforementioned time periods shall automatically terminate at the expiration
of such period.

    (ii) An option may be exercised by an optionee only while such optionee is
in the employ of the Company or a Subsidiary or within three months thereafter;
provided, however, if termination of employment results from death or total 
and permanent disability, such three-month period shall be extended to twelve
months.

    (iii) In the event of the disability of an optionee, an option which is 
otherwise exercisable may be exercised by the optionee's legal representative
or guardian. In the event of the death of the optionee, shall have designated
in writing on forms prescribed by and filed with the Committee 
("Beneficiaries"), or, if no such designation has been made, by the person or 
persons to whom the optionee's rights shall have passed by Will or the laws 
of descent and distribution ("Successor"). The Committee may require an 
indemnity and/or such evidence or other assurances as it may deem necessary 
in connection with an exercise by a legal representative, guardian, 
Beneficiary or Successor.

    (iv) Notwithstanding anything contained herein to the contrary, all rights
with respect to all options of an optionee are subject to the conditions that 
the optionee not engage or have engaged (a) in fraud, dishonesty, conduct in 
violation of Company policy or similar acts at any time while in the employ 
of the Company or a Subsidiary, or (b) in an activity directly or indirectly 
in competition with any business of the Company or a Subsidiary, or in other 
conduct detrimental to the best interests of the Company or a Subsidiary, 
following the optionee's termination of employment. If it is determined by 
the Committee in its sole discretion or the Committee's designee (which 
determination of such designee shall be subject to ratification by the 
Committee), either before or after termination of employment of an optionee,
that there has been a failure of any such condition, all options and all rights
with respect to all options granted to such optionee shall immediately 
terminate and be null and void.

<PAGE>

    C. EXERCISE AND PAYMENT.

    (i) Subject to the provisions of Section 5B, an option may be exercised by
notice (in the form prescribed by the Committee) to the Company specifying the
number of shares to be purchased. Payment for the number of shares of Stock 
purchased upon the exercise of an option shall be made in full at the price 
provided for in the applicable Stock Option Agreement. Such purchase price 
shall be paid by the delivery to the Company of cash (including check or 
similar draft) in United States dollars or whole shares of Stock that have 
been held by the optionee for at least six months prior to the date 
the option is exercised, or a combination thereof. Shares of Stock used in 
payment of the purchase price shall be valued at their Fair Market Value 
as of the date notice of exercise is received by the Company. Any shares 
of Stock delivered to the Company shall be in such form as is acceptable 
to the Company.

    (ii) The Company may defer making payment or delivery of Stock under the 
Plan until satisfactory arrangements have been made for the payment of any tax
attributable to exercise of the option. The Committee may, in its sole 
discretion, permit an optionee to elect, in such form and at such time as 
the Committee may prescribe, to pay all or a portion of all taxes arising in 
connection with the exercise of an option by electing to (a) have the Company
withhold whole shares of Stock, or (b) deliver other whole shares of Stock 
previously owned by the optionee having a Fair Market Value not greater than
the among to be withheld; provided, however, that the amount to be withheld
shall not exceed the optionee's estimated total Federal, State and local tax 
obligations associated with the transaction.

    D. NONTRANSFERABILITY. No option or any rights with respect thereto shall
be subject to any debts or liabilities of an optionee, nor be assignable or 
transferable except by Will or the laws of descent and distribution, nor be 
exercisable during the optionee's lifetime other than by him or her, nor shall
Stock be issued in the name of one other than the optionee; provided, however,
that an option may after the death or disability of an optionee be exercised
pursuant to paragraph (iii) of Section 5B; and provided further that any Stock
issued to an optionee hereunder may the the request of the optionee be 
issued in the name of the optionee and one other person, as joint tenants 
with right of survivorship and not as tenants in common, or in the name of a 
trust for the benefit of the optionee or for the benefit of the optionee 
and others. 

    Notwithstanding the foregoing provisions as to nontransferability, the 
Committee may, in its sole discretion, permit an optionee to transfer a 
Non-Qualified option to members of the optionee's immediate family, including 
trusts for the benefit of such family members and partnerships in which 
such family members are the only partners; provided, however, in no event may 
the Committee permit any transfers which would cause the Plan to fail to 
satisfy the applicable requirements of Rule 16b-3 under the Securities Exchange
Act of 1934 ("Act") or would cause any optionee to fail to be entitled to the 
benefits of Rule 16b-3 or other exemptive rule under Section 16 of the Act or 
be subject to liability thereunder. The transferee of an option shall agree to 
comply with and be bound by all the terms and conditions contained in the Plan.
For purposes of Section 5B hereof, a transferred option may be exercised by the
transferee only to be extent that the optionee of such option would have been
entitled to exercise the option had the option not been transferred.

    E. EMPLOYMENT. No provision of the Plan, nor any term or condition of any
option, nor any action taken by the Committee, the Company or a subsidiary 
pursuant to the Plan, shall give or be construed as giving an optionee any 
right to be retained in the employ of the Company or of any Subsidiary, or 
affect or limit in any way the right of the Company or any Subsidiary to 
terminate the employment of any optionee.

    F. TERMINATION OF OPTION BY OPTIONEE. An optionee may at any time elect,
in a written notice filed with the Committee, to terminate a Non-Qualified 
option with respect to any number of shares as to which such option shall not
have been exercised.

    6. ADJUSTMENTS. If there is any change in the number of shares of Stock 
through the declaration of stock dividends, or recapitalization resulting in
stock splits, or combinations or exchanges of 

<PAGE>

such shares or similar corporate transactions, or if the Committee otherwise 
determines that, as a result of a corporate transaction involving a change in 
the Company's capitalization, it is appropriate to effect the adjustments 
described in this section, the aggregate number of shares of Stock on which 
options may be granted or which be issued under the Plan, the number of shares
covered by each outstanding option, and the price per share in each option, 
shall be proportionately adjusted by the Committee; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated. Subject
to any required action by stockholders, if a new option is substituted for 
the option granted hereunder, or an assumption of the option granted hereunder
is made, by reason of a corporate merger, consolidation, acquisition of 
property or stock, separation, reorganization or liquidation, the option 
granted hereunder shall pertain to and apply to the securities to which a 
holder of the number of shares of Stock subject to the option would have 
been entitled.

    7. TERM OF PLAN. No stock option shall be granted under the Plan after
July 28, 2004. Options granted prior thereto, however, may extend beyond such 
date and the provisions of the Plan shall continue to apply thereto.

    8. APPLICATION OF FUNDS. The proceeds received by the Company from the sale
of Stock pursuant to options granted under the Plan will be used for general 
purposes.

    9. NO OBLIGATION TO EXERCISE OPTION. The granting or acceptance of an 
option shall impose no obligation upon the optionee to exercise such an 
option.

    10. RIGHTS AS A STOCKHOLDER. An optionee shall have no rights as a 
stockholder with respect to shares of Stock covered by his or her option until 
the date of issuance to him or her of a certificate evidencing such shares 
of Stock after the exercise of such option and payment in full of the purchase
price. No adjustment will be made for dividends or other rights for which the 
record date is prior to the date such certificate is issued.

    11. AMENDMENTS. The Board of Directors of the Company may from time to time
alter, amend, suspend or discontinue the Plan; provided, however, that no 
amendment which requires stockholder approval in order for the exemptions 
available under Rule 16b-3 to be applicable to the Plan shall be effective 
unless the amendment shall be approved by the stockholders of the Company 
entitled to vote thereon. Any such amendment may be effective in respect 
of all past and future options granted hereunder in the sole discretion of 
the Board of Directors of the Company.

    The Plan, each option under the Plan and the grant and exercise thereof, 
and the obligation of the Company to sell and issue shares under the Plan 
shall be subject to all applicable laws, rules, regulations and governmental
and stockholder approvals, and the Committee may make such amendment or
modification thereto as it shall deem necessary to comply with any such 
laws, rules and regulations or to obtain any such approvals.

    12. EFFECTIVENESS OF PLAN. The Plan, which was adopted by the Board of 
Directors on July 29, 1994, is subject to approval by the stockholders of the
Company at the 1995 Annual Meeting of Stockholders or at an earlier Special
Meeting of the Stockholders if the Board of Directors so determines.

    13. SEVERABILITY. If any provision of the Plan, or any term or condition
of any option granted or Stock Option Agreement or form executed or to be 
executed thereunder, or any application thereof to any person or circumstance
is invalid or would result in an Incentive option failing to meet the 
requirements of Section 422 of the Code, such provision, term, condition 
or application shall to that extent be void, (or, in the sole discretion 
of the Committee, such provision, term or condition may be amended so as 
to avoid such invalidity or failure), and shall not affect other provisions, 
terms or conditions or applications thereof, and to this extent such 
provision, term of condition is severable.

<PAGE>