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                                                                  EXHIBIT 10(hh)
                                                                  --------------



















                            THE LAMSON & SESSIONS CO.

                       OUTSIDE DIRECTORS' BENEFIT PROGRAM

                (AS AMENDED AND RESTATED AS OF FEBRUARY 19, 2004)

























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                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

ARTICLE I     DEFINITIONS....................................................1

ARTICLE II    ELIGIBILITY AND PARTICIPATION..................................4

ARTICLE III   RETIREMENT BENEFITS............................................4

ARTICLE IV    DEATH BENEFITS.................................................5

ARTICLE V     PAYMENT OF BENEFITS............................................6

ARTICLE VI    FINANCING OF BENEFITS..........................................6

ARTICLE VII   ADMINISTRATION.................................................7

ARTICLE VIII  AMENDMENT AND TERMINATION......................................8

ARTICLE IX    MISCELLANEOUS..................................................9




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                            THE LAMSON & SESSIONS CO.

                       OUTSIDE DIRECTORS' BENEFIT PROGRAM

                (AS AMENDED AND RESTATED AS OF FEBRUARY 19, 2004)

         This Outside Directors' Benefit Program (the "Program") is adopted by
The Lamson & Sessions Co., an Ohio corporation (hereinafter referred to as the
"Company") on behalf of certain members of the Company's Board of Directors.

                               WI T N E S S E T H

         WHEREAS, it is necessary for the Company to attract highly competent
individuals to serve as non-employee members of the Company's Board of Directors
so that it may compete effectively;

         WHEREAS, in order to attract such non-employee directors, it is the
desire of the Company to establish a benefits program in order to provide
certain retirement and death benefits for its outside directors and their
beneficiaries commensurate with those offered by other companies;

         WHEREAS; the Company previously adopted the Program, effective as of
January 1, 1989, as amended as of April 26, 1991; and

         WHEREAS, the Company desires to amend and restate the Program.

         NOW, THEREFORE, the Company hereby amends and restates The Lamson &
Sessions Co. Outside Directors' Benefit Program as follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.1 The words "Annual Retainer" shall mean for each calendar year the
annual retainer paid by the Company to a Participant for services rendered to
the Company as an Outside Director. "Annual Retainer" shall not include any fees
paid to an Outside Director as a result of his serving on any committee of the
Board of Directors.

         1.2 The words "Change in Control" shall mean:

             (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



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                   (4) any acquisition by any Person pursuant to a transaction
                   which complies with clauses (i), (ii) and (iii) of subsection
                   (c) of this definition; 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 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.

                                       2
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         1.3 The word "Company" shall mean The Lamson & Sessions Co. or any
successor corporation or other business organization which shall assume the
obligations of this Program as provided herein with respect to the Participants.

         1.4 The words "Continuous Service" shall mean for any Participant the
period during which he has served on the Board of Directors of the Company as an
Outside Director. Such period shall be measured from the date the Participant
becomes an Outside Director until the date he ceases to be an Outside Director.
In the event that a member of the Board of Directors of the Company shall become
an Outside Director by reason of his termination of employment with the Company,
for purposes of this Program, such individual shall be deemed to have become an
Outside Director on the first day following his last day of employment with the
Company. In the event that a Participant ceases to be an Outside Director by
reason of his becoming an employee of the Company or a majority-owned subsidiary
thereof, for purposes of this Program, such individual shall be deemed to have
ceased to be an Outside Director on the day immediately preceding the
commencement of his employment.

         1.5 The word "Disabled" shall mean for any Participant that he has a
medically demonstrable physical or mental impairment that prevents him from
performing all or a significant portion of his duties and responsibilities as an
Outside Director. A Participant will continue to be considered Disabled even
though he is capable of being employed, or is actually employed as long as he
continues to be unable to perform his duties and responsibilities as an Outside
Director.

         1.6 The words "Final Annual Retainer" shall mean for a Participant an
annual amount equal to his Annual Retainer determined as of the date he ceases
to be an Outside Director.

         1.7 The words "Normal Retirement Date" shall mean the first day of the
calendar quarter coinciding with or next following the later of a Participant's:

             (a)   attainment of age seventy or, if the Director is still
                   serving on the Board at age seventy, the date of his
                   termination as a Director due to resignation, retirement, or
                   otherwise; and

             (b)   completion of five years Vesting Service.

         1.8 The words "Outside Director" shall mean an individual during any
period in which he is a member of the Board of Directors of the Company and is
not an employee of the Company or any majority owned subsidiary thereof.

         1.9 The word "Participant" shall mean any Outside Director of the
Company who has become a Participant in accordance with Article II hereof, and
who remains a Participant hereunder.

         1.10 The word "Program" shall mean The Lamson & Sessions Co. Outside
Directors' Benefit Program as it may be amended from time to time hereafter.

         1.11 The words "Vesting Service" shall mean for any Participant the
aggregate of all his periods of Continuous Service. Two or more such periods
that contain fractions of a year (computed in months and days) shall be
aggregated on the basis of twelve months constituting a year and thirty days
constituting a month.


                                       3
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                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

         2.1 An Outside Director shall become a Participant under this Program
after one year of Continuous Service as an Outside Director.

         2.2 In the event that a former Participant shall again become an
Outside Director, such former Participant shall immediately become a Participant
under this Program.

                                  ARTICLE III

                              RETIREMENT BENEFITS

         3.1 Each Participant who remains an Outside Director until his
completion of five years of Vesting Service shall be eligible for retirement
benefits under this Program commencing on the first day of the calendar quarter
coinciding with or next following the later of his Normal Retirement Date or the
date he ceases to be an Outside Director; provided, however, that if a
Participant ceases to be an Outside Director as a result of a Change in Control,
the Participant shall be eligible for retirement benefits under this Program
commencing on the first day of the calendar quarter coinciding with or next
following the Change in Control. Such benefits shall be payable, in arrears,
commencing on the first day of the second calendar quarter following the later
of his Normal Retirement Date or the date he ceases to be an Outside Director;
provided, however, in the event of a Change in Control such benefits shall be
payable in arrears, commencing on the first day of the calendar quarter
coinciding with or next following the Change in Control. The annual amount of
retirement benefits payable to a Participant eligible therefore pursuant to this
Section 3.1 shall be equal to his Final Annual Retainer.

         3.2 In lieu of the benefits set forth in Section 3.1 hereof, each
Participant who remains an Outside Director until his completion of five years
of Vesting Service may elect to receive his retirement benefits under this
Program commencing on the first day of the second calendar quarter on or after
the later of his attainment of age sixty or the date he ceases to be an Outside
Director. Such benefits shall be payable in arrears. The annual amount of
retirement benefits payable to a participant eligible therefore pursuant to this
Section 3.2 shall be equal to his Final Annual Retainer reduced by five-sixths
(5/6ths) of one percent (1%) for each month prior to his Normal Retirement Date
such retirement benefits commence.

         3.3 Each Participant who ceases to be an Outside Director as a result
of his becoming Disabled shall be eligible for retirement benefits under this
Program commencing on the first day of the calendar quarter coinciding with or
next following the date he ceases to be an Outside Director. Such benefits shall
be payable in arrears, commencing on the first day of the second calendar
quarter coinciding with or next following the date he ceases to be an Outside
Director. The annual amount of retirement benefits payable to a Participant
eligible therefore pursuant to this Section 3.3 shall be equal to his Final
Annual Retainer.

         3.4 Retirement benefits payable under this Article III shall be paid
pursuant to the provisions of Article V hereof.

                                       4

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                                   ARTICLE IV

                                 DEATH BENEFITS

         4.1 In the event that a Participant dies while he is an Outside
Director, his beneficiary shall be entitled to receive benefits in an annual
amount equal to such Participant's Final Annual Retainer. Such amount shall
commence to be paid to the beneficiary in arrears on the first day of the second
calendar quarter coinciding with or next following the date of the Participant's
death. Such payment shall be made in accordance with the provisions of Article V
hereof.

         4.2 In the event that a former Participant who had completed five years
of Vesting Service shall die before retirement benefits have commenced to be
paid to him pursuant to Article III, his beneficiary shall be entitled to
benefits commencing at the deceased Participant's Normal Retirement Date in an
annual amount equal to his Final Annual Retainer. In lieu of payments commencing
on the deceased Participant's Normal Retirement Date, the beneficiary may elect
to receive benefits commencing on any date on or after the deceased
participant's sixtieth birthday in which even the annual amount of benefits will
be reduced by five-sixths (5/6ths) of one percent (1%) for each month prior to
the deceased Participant's Normal Retirement Date that such benefits commence.

         4.3 In the event that a former Participant dies after the commencement
of payment of retirement benefits under Article V, his beneficiary shall be
entitled to receive the balance of the payments, if any, that the former
Participant would have received under Article V hereof if he had lived.

         4.4 Unless a Participant or former Participant has designated a death
beneficiary in accordance with the provisions of Section 4.5 hereof, his death
beneficiary shall be deemed to be the person or persons in the first of the
following classes in which there are any survivors of such Participant or former
Participant:

                        (a)      his spouse at the time of death;

                        (b)      his issue, per stirpes:

                        (c)      his parents; or

                        (d)      the executor or administrator of his estate.

         4.5 In lieu of having the amounts payable pursuant to this Article IV
paid to a death beneficiary determined in accordance with the provisions of
Section 4.4 hereof, a participant or former Participant may designate, by
written instrument, a different death beneficiary or death beneficiaries to
receive such amounts.

         4.6 In the event that a Participant or former Participant, dies at a
time when he has a designation on file with the Company which does not dispose
of all of the amounts payable under this Program upon his death, then the
amounts payable on behalf of said participant or former Participant, the
disposition of which was not determined by the Participant's or former
Participant's designation, shall be paid to a death beneficiary determined under
the provisions of Section 4.4 hereof.

         4.7 Any ambiguity in a Participant's or former Participant's death
beneficiary designation shall be resolved by the Company. The Company may direct
a participant or former Participant to clarify his designation and, if
necessary, execute a new designation containing such clarification.


                                       5
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                                    ARTICLE V

                               PAYMENT OF BENEFITS

         5.1 Subject to the provisions of Sections 5.2 and 5.3 hereof, payment
of retirement or death benefits will commence as of the date specified in
Article III or Article IV hereof and be payable for ten years. Payments under
the Program shall be made quarterly on the first day of each calendar quarter.

         5.2 In lieu of payments pursuant to Section 5.1 hereof, a Participant
or beneficiary may elect to receive his benefits in a single lump-sum payment.
Such lump-sum payment shall be the actuarial equivalent of the payments provided
under Section 5.1 hereof.

         5.3 Notwithstanding anything in this Program to the contrary, the
Company may elect at its sole discretion to pay retirement or death benefits in
a single lump-sum payment without the consent of the Participant or beneficiary
in full settlement of such Participant or beneficiary's rights under the
Program. Such payment shall be the actuarial equivalent of the payments provided
under Section 5.1 hereof.

         5.4 In determining the amount payable as a lump sum pursuant to Section
5.2 or Section 5.3 hereof, the Company shall use such actuarial methods and
assumptions as it shall deem appropriate subject to the foregoing:

             (a)   payments shall be made in arrears and will be deemed to
                   commence on the first day of the second calendar quarter
                   after the Participant's or deceased Participant's Normal
                   Retirement Date unless the Program provides for the
                   commencement of benefits on another date, or unless the
                   Participant or his beneficiary has elected another date; and

             (b)   payments will be discounted to their present value using the
                   applicable Federal Mid-Term Rate determined under Section I
                   247(d)(1) of the Internal Revenue Code as of the beginning of
                   the month during which the lump-sum payment is to be paid.

                                   ARTICLE VI

                              FINANCING OF BENEFITS

         The retirement and death benefits, provided herein, shall not be funded
or financed by the Company in any manner, and no escrow, trust fund, Insurance
contract or contracts or other funding medium shall be established or purchased
by the Company for the benefit of the Participants or their beneficiaries. All
such benefits shall be payable solely from the general funds of the Company. The
undertakings of the Company herein constitute merely the unsecured promise of
the Company to make the payments and provide the benefits set forth herein.


                                       6
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                                   ARTICLE VII

                                 ADMINISTRATION

         7.1 The Company shall be responsible for the general administration of
the Program and shall have all such powers as may be necessary to carry out the
provisions of the Program and may, from time to time, establish rules for the
administration of the Program and the transaction of the Program's business. The
Company shall have the following powers and duties to:

            (a)    Enact such rules, regulations, and procedures and to
                   prescribe the use of such forms as it shall deem advisable.

            (b)    Appoint or employ such agents, attorneys, actuaries, and
                   assistants, at the expense of the Company, as it may deem
                   necessary to keep its records or to assist it in taking any
                   other action.

            (c)    Interpret the Program, and to resolve ambiguities,
                   inconsistencies, and omissions, to determine any question of
                   fact, to determine the right to benefits of and the amount of
                   benefits, if any, payable to, any person in accordance with
                   the provisions of the Program.

         7.2 If any Participant, any beneficiary, or the authorized
representative of a Participant or beneficiary shall file an application for
benefits hereunder and such application is denied by the Company, in whole or in
part, he shall be notified in writing of the specific reason or reasons for such
denial. The notice shall also set forth the specific Program provisions upon
which the denial is based, an explanation of the provisions of Section 7.3
hereof, and any other information deemed necessary or advisable by the Company.

         7.3 Any Participant, any beneficiary, or any authorized representative
of a Participant or beneficiary whose application for benefits hereunder has
been denied, in whole or in part, by the Company may, upon written notice to the
Company, request a review by an Appeal Examiner appointed by the Board of
Directors of the Company of such denial of his application. Such review may be
made by written briefs submitted by the applicant and the Company or at a
hearing, or by both, as shall be deemed necessary by the Appeal Examiner. Any
hearing conducted by an Appeal Examiner shall be held in such location as shall
be reasonably convenient to the applicant. The date and time of any such hearing
shall be designated by the Appeal Examiner upon not less than seven days' notice
to the applicant and the Company unless both of them accept shorter notice. The
Appeal Examiner shall make every effort to schedule the hearing on a day and at
a time which is convenient to both the applicant and the Company. If the
applicant does not request a hearing, the Appeal Examiner may review the denial
of such benefits. After the review has been completed, the Appeal Examiner shall
render a decision in writing, a copy of which shall be sent to both the
applicant and the Company. Such decision shall set forth the specific reason or
reasons for the decision and the specific Program provisions upon which the
decision is based.

         7.4 The interpretations, determinations and decisions of the Company
and the Appeal Examiner shall, except to the extent provided in Section 7.3
hereof and in this Section 7.4, be final and binding upon all persons with
respect to any right, benefit and privilege hereunder. The review procedures of
said Section 7.3 shall be the sole and exclusive remedy and shall be in lieu of
all actions at law, in equity, pursuant to arbitration or otherwise.

                                       7

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         7.5 The Appeal Examiner and the Company and its officers, members,
employees and agents shall have no duty or responsibility under the Program
other than the duties and responsibilities expressly assigned to them herein or
delegated to them pursuant hereto. None of them shall have any duty or
responsibility with respect to the duties or responsibilities assigned or
delegated to another of them.

         7.6 The Appeal Examiner and the Company and its officers, employees,
members and agents shall incur no personal liability of any nature whatsoever in
connection with any act done or omitted to be done in good faith in the
administration of the Program. The Appeal Examiner shall be indemnified and
saved harmless by the Company from and against any and all liabilities to which
he or she may be subjected by reason of any act or conduct in his or her
capacity under this Program, including all expenses reasonably incurred in his
or her defense.

                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

         8.1 Subject to the provisions of this Article VIII, this Program may be
amended by the Company at any time, or from time to time, and may be terminated
by the Company at any time.

         8.2 Notwithstanding anything in Section 8.1 hereof to the contrary, in
no event shall any amendment of the Program;

             (a)   reduce the amount of any Participant's or beneficiary's
                   benefits hereunder based on his current Annual Retainer
                   unless such Participant or beneficiary consents in writing
                   to such reduction; or

             (b)   deprive any Participant of the ability to vest in his
                   benefits hereunder based on such Participants current Annual
                   Retainer pursuant to Article III.

         8.3 Upon termination of the Program, each Participant shall be fully
vested in his benefits hereunder based on his current Annual Retainer. Such
retirement benefits shall be determined as if a Participant ceased to be an
Outside Director on the date of the Program's termination and shall be
immediately distributed to a Participant in a single lump-sum payment pursuant
to the terms of Section 5.3 hereof.

         8.4 In the event the Company shall cease to exist by reason of merger
or other corporate reorganization, this Program shall automatically terminate
and the provisions of Section 8.3 hereof will apply.

         8.5 Notwithstanding any provision of this Article VIII to the contrary,
the Company may amend or modify this Program in any respect which shall be
necessary or advisable in order that this Program shall not constitute an
employed pension benefit plan as defined in Section 3(2) of the Employee
Retirement income Security Act of 1974 as amended.

                                       8

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                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 Neither anything contained herein, nor any acts done pursuant to
this Program, shall be construed as entitling any Participant to be continued as
an Outside Director of the Company for any period of time nor as obliging the
Company to keep any Participant as an Outside Director for any period of time,
nor shall any individual have any rights whatsoever, legal or equitable, against
the Company as a result of this Program except those expressly granted to him
hereunder.

         9.2 The undertakings of the Company herein constitute merely the
unsecured promise of the Company to make the payments and provide the benefits
as provided for herein. No property of the Company is or shall, by reason of
this Program, be held in trust for any Participant, or any other person, and
neither the Participants nor any other person shall have by reason of this
Program, any right title or interest of any kind in or to any property of the
Company.

         9.3 Whenever any pronoun is used herein, it shall be construed to
include the masculine pronoun, the feminine pronoun or the neuter pronoun as
shall be appropriate.

         9.4 This Program shall be construed under and in accordance with the
laws of the State of Ohio and of the United States of America.

         9.5 In the event that any provision or term of this Program, or any
agreement or instrument required by the Company hereunder, quasi-judicial or
administrative body to be void or not enforceable for any reason, all other
provisions or terms of this Program or such agreement or instrument shall remain
in full force and effect and shall be enforceable as if such void or
non-enforceable provision or term had never been a part of this Program, or such
agreement or instrument.

         9.6 No benefits under this Program shall be subject in any manner to be
anticipated, alienated, sold, transferred, assigned, pledged, encumbered or
charged, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void; nor shall any such benefits
in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person entitled to such benefits as are herein
provided for him.

         9.7 Any payment to or for the benefit of any Participant, retired
Participant, terminated Participant, Disabled Participant, or beneficiary, in
accordance with the provisions of this program, shall to the extent thereof be
in full satisfaction of all claims hereunder against the Program and the
Company, any of whom may require such Participant, retired Participant,
terminated Participant, Disabled Participant, or beneficiary, as a condition
precedent to such payment, to execute a receipt and release therefor in such
form as shall be determined by the Company, as the case may be.

February 19, 2004

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