THOMAS INDUSTRIES INC.

                            1995 INCENTIVE STOCK PLAN

                    (as amended and restated April 15, 1999)



         1. Purpose.  The Thomas  Industries Inc. 1995 Incentive Stock Plan (the
"Plan") is intended to provide  incentives  which will attract and retain highly
competent  persons as officers and key employees of Thomas  Industries Inc. (the
"Company")  and its  subsidiaries,  by providing them  opportunities  to acquire
shares of Common Stock of the Company  ("Common  Stock") or to receive  monetary
payments  based on the value of such shares  pursuant to the Benefits  described
herein.

         2.  Administration.  The Plan will be administered by the  Compensation
Committee  of the Board of Directors  of the Company or another  committee  (the
"Committee"), appointed by the Board from among its members consisting of two or
more non-employee  Directors as set forth in Securities and Exchange  Commission
Regulation ss. 240.16b-3 ("Rule 16b-3") or any successor regulation.

         3.  Participants.  Participants  will  consist  of such  key  employees
(including  officers) of the Company or its subsidiaries as the Committee in its
sole discretion  determines to be significantly  responsible for the success and
future  growth and  profitability  of the  Company  and whom the  Committee  may
designate from time to time to receive Benefits under the Plan. Designation of a
participant in any year shall not require the Committee to designate such person
to receive a Benefit in any other year or, once designated,  to receive the same
type or amount  of  Benefit  as  granted  to the  participant  in any year.  The
Committee  shall  consider  such  factors  as it deems  pertinent  in  selecting
participants  and in  determining  the  type  and  amount  of  their  respective
Benefits.

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         4. Types of Benefits. Benefits under the Plan may be granted in any one
or a  combination  of (a)  Incentive  Stock  Options;  (b)  Non-qualified  Stock
Options;  (c) Stock Appreciation  Rights; (d) Stock Awards and Performance Share
Awards; and (e) Tax-Offset Bonus Rights; all as described below.

         5.  Shares  Reserved  under the  Plan.  There is  hereby  reserved  for
issuance  under the Plan an aggregate of 827,302  shares of Common Stock,  which
may be authorized but unissued or treasury  shares.  In addition,  any shares of
Common Stock remaining available for Benefits under the Company's 1987 Incentive
Stock Plan, as amended, (the "1987 Plan") on the date of the 1995 annual meeting
of  shareholders  of the  Company  and any  shares of Common  Stock  subject  to
Benefits  under the  Company's  1987 Plan on such date which  thereafter  lapse,
expire or are terminated shall  thereafter be available for Benefits  hereunder.
All of such shares  may,  but need not,  be issued  pursuant to the  exercise of
Incentive Stock Options. The maximum


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number of option  shares which may be awarded to any  participant  in any fiscal
year during the term of the Plan is 50,000  shares.  No more than 100,000 shares
may be issued as Stock Awards not based on performance  goals during the term of
the Plan.  Any shares subject to stock options or Stock  Appreciation  Rights or
issued under such options or rights or as Stock Awards may thereafter be subject
to new options, rights or awards under this Plan if there is a lapse, expiration
or  termination of any such options or rights prior to issuance of the shares or
if shares  are  issued  under  such  options  or rights or as such  awards,  and
thereafter  are  reacquired  by the Company  without  consideration  pursuant to
rights reserved by the Company upon issuance thereof.


         6. Stock  Options.  Incentive  Stock  Options and  Non-qualified  Stock
Options  will  consist of stock  options to  purchase  Common  Stock at purchase
prices not less than 100% of the fair  market  value of the Common  Stock on the
date the option is granted.  Said purchase price may be paid by check or, in the
discretion of the Committee,  by the delivery (or certification of ownership) of
shares of Common Stock of the Company owned by the  participant  for a period of
at least six months.  In the  discretion of the  Committee,  payment may also be
made by delivering a properly executed exercise notice to the Company,  together
with a copy of the irrevocable  instructions to a broker to deliver  promptly to
the  Company  the amount of sale or loan  proceeds  to pay the  exercise  price.
Non-qualified  Stock Options shall be  exercisable  not later than fifteen years
after the date they are granted and Incentive Stock Options shall be exercisable

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not later  than ten  years  after  the date  they are  granted.  In the event of
termination of employment,  all stock options shall  terminate at such times and
upon such conditions or  circumstances  as the Committee shall in its discretion
set forth in such option at the date of grant.  The aggregate  fair market value
(determined  as of the time the  option is  granted)  of the  Common  Stock with
respect to which Incentive Stock Options are exercisable for the first time by a
participant  during any calendar year (under all option plans of the Company and
its  subsidiary  corporations)  shall not exceed  $100,000.  The  Committee  may
provide,  either  at the  time of  grant or  subsequently,  that a stock  option
include the right to acquire a  replacement  stock  option upon  exercise of the
original  stock option (in whole or in part) prior to  termination of employment
of the participant and through payment of the exercise price in shares of Common
Stock.  The terms and conditions of a replacement  option shall be determined by
the Committee in its sole discretion. In no event shall the Committee cancel any
outstanding  Stock  Option  for the  purpose  of  reissuing  the  option  to the
participant  at a  lower  exercise  price  or  reduce  the  option  price  of an
outstanding option.

         7. Stock  Appreciation  Rights.  The Committee may, in its  discretion,
grant  Stock  Appreciation  Rights to the holders of any stock  options  granted
hereunder.  In addition,  Stock Appreciation Rights may be granted independently
of and  without  relation  to options.  Each Stock  Appreciation  Right shall be
subject to such terms and conditions  consistent  with the Plan as the Committee
shall impose from time to time, including the following:


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                  (a) A Stock  Appreciation  Right  relating to an option may be
made part of such option at the time of its grant or at any time thereafter.

                  (b) Each Stock  Appreciation  Right will entitle the holder to
elect to receive the appreciation in the fair market value of the shares subject
thereto up to the date the right is exercised.  In the case of a right issued in
relation to a stock option,  such  appreciation  shall be measured from not less
than the option  price and in the case of a right  issued  independently  of any
stock option,  such  appreciation  shall be measured from not less than the fair
market  value of the Common  Stock on the date the right is granted.  Payment of
such  appreciation  shall be made in cash or in Common  Stock,  or a combination
thereof,  as set  forth in the  award,  but no Stock  Appreciation  Right  shall
entitle the holder to receive,  upon exercise  thereof,  more than the number of
shares of Common  Stock (or cash of equal value) with respect to which the right
is granted.

                  (c) Each Stock  Appreciation  Right will be exercisable at the
times and to the extent set forth therein,  but no Stock  Appreciation Right may
be exercisable more than fifteen years after it was granted. Exercise of a Stock
Appreciation  Right shall  reduce the number of shares  issuable  under the Plan
(and the related  option,  if any) by the number of shares with respect to which
the right is exercised.


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         8. Stock Awards and Performance Share Awards. Stock Awards will consist
of Common Stock  transferred to participants  without other payment  therefor as
additional compensation for services to the Company and its subsidiaries.  Stock
Awards shall be subject to such terms and conditions as the Committee determines
appropriate,  including,  without limitation,  restrictions on the sale or other
disposition of such shares,  rights of the Company to reacquire such shares upon
termination  of  the  participant's  employment  within  specified  periods  and
conditions  requiring  that the  shares  be  earned in whole or in part upon the
achievement of performance  goals established by the Committee over a designated
period of time.

                  The Committee may award performance  shares (which may include
dividend  equivalents) to  participants  subject to such terms and conditions as
the Committee determines appropriate.  Performance shares may be earned in whole
or in part if certain  goals  established  by the  Committee are achieved over a
period  of time  designated  by the  Committee,  which may  include  overlapping
performance  periods.  The goals  established  by the  Committee may be based on
business criteria selected by the Committee  including total shareholder return,
economic  value  added,  net income,  return on equity or assets,  earnings  per
share,  cash flow and cost control.  The maximum  number of  performance  shares
payable for a performance  period to any participant that is intended to satisfy
the requirements for  "performance-based  compensation"  under Section 162(m) of
the Internal Revenue Code of 1954 shall not exceed 20,000.


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         9. Tax-Offset Bonus Rights. The Committee, in its sole discretion,  may
grant Tax-Offset Bonus Rights with respect to Non-qualified Stock Options.  Such
Tax-Offset Bonus Rights may be granted to a participant at the time of the grant
of the related  Non-qualified Stock Option or subsequent thereto,  but only with
respect to the related  Non-qualified  Stock  Option.  A Tax-Offset  Bonus Right
shall entitle the  participant to receive from the Company or a subsidiary  upon
exercise of the related  Non-qualified  Stock  Option an amount in cash equal to
(1) the excess, if any, of the aggregate fair market value of shares acquired by
the exercise of a  Non-qualified  Stock Option on the date of exercise  over the
aggregate purchase price of the shares acquired by such exercise,  multiplied by
(2) a fraction,  the  numerator  of which is not more than the maximum  marginal
individual income tax rate, and the denominator of which is one minus such rate.
The Committee  shall determine all of the terms and provisions of any Tax-Offset
Bonus Right including but not limited to the date of grant, the term, the effect
of  employment  termination  and  death.  No  Tax-Offset  Bonus  Right  shall be
assignable  or  transferable  except to the extent the  Committee  permits  such
Tax-Offset Bonus Right to be assigned by will or through the laws of descent and
distribution.



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         10.      Adjustment Provisions.

                  (a) If the  Company  shall at any time  change  the  number of
issued shares of Common Stock without new  consideration to the Company (such as
by stock  dividends or stock  splits),  the total number of shares  reserved for
issuance  under this Plan and the number of shares  covered by each  outstanding
Benefit  shall be adjusted so that the  aggregate  consideration  payable to the
Company and the value of each such Benefit  shall not be changed.  The Committee
may also  provide  for the  continuation  of  Benefits  or for  other  equitable
adjustments  after changes in the Common Stock  resulting  from  reorganization,
sale, merger, consolidation or similar occurrence.

                  (b)  Notwithstanding  any other  provision  of this Plan,  and
without  affecting  the  number  of  shares  otherwise   reserved  or  available
hereunder, the Committee may authorize the issuance or assumption of Benefits in
connection with any merger, consolidation,  acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate.

                  (c) In the case of any merger, consolidation or combination of
the Company with or into another corporation, other than a merger, consolidation
or combination in which the Company is the continuing corporation and which does
not result in the outstanding Common Stock being converted into or exchanged for


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different  securities,  cash or other property,  or any combination  thereof (an
"Acquisition"):

                         (i) any  participant  to whom a stock  option  has been
granted  under the Plan shall have the right  (subject to the  provisions of the
Plan and any  limitation  applicable to such option)  thereafter  and during the
term  of  such  option,   to  receive  upon  exercise  thereof  the  Acquisition
Consideration (as defined below) receivable upon such Acquisition by a holder of
the  number of shares  of Common  Stock  which  might  have been  obtained  upon
exercise  of such  option or portion  thereof,  as the case may be,  immediately
prior to such Acquisition;

                         (ii) any participant to whom a Stock Appreciation Right
has been granted under the Plan shall have the right  (subject to the provisions
of the Plan and any limitation  applicable to such right)  thereafter and during
the term of such right to receive upon exercise  thereof the difference  between
the  aggregate  fair market value on the  applicable  date (as set forth in such
right) of the Acquisition  Consideration  receivable upon such  Acquisition by a
holder of the number of shares of Common  Stock which  might have been  obtained
upon exercise of the option related thereto or any portion thereof,  as the case
may be,  immediately prior to such Acquisition and the aggregate option price of
the related  option,  or the aggregate fair market value on the date of grant of
the right, whichever is applicable.


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         The term "Acquisition  Consideration" shall mean the kind and amount of
shares of the  surviving  or new  corporation,  cash,  securities,  evidence  of
indebtedness, other property or any combination thereof receivable in respect of
one share of Common Stock of the Company upon consummation of an Acquisition.

         11.  Nontransferability.  Each  Benefit  granted  under  the Plan to an
employee shall not be  transferable by him otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during his lifetime, only by
him.  In the  event of the  death of a  participant,  each  Benefit  theretofore
granted  to  him  shall  be  exercisable  within  the  period  after  his  death
established  by the  Committee  at the time of grant  (but not beyond the stated
duration of the Benefit) and then only:

                  (a) By the  executor  or  administrator  of the  estate of the
deceased participant or the person or persons to whom the deceased participant's
rights  under  the  Benefit  shall  pass  by will or the  laws  of  descent  and
distribution; and

                  (b) To the extent that the deceased  participant  was entitled
to do so at the date of his death.

Notwithstanding the foregoing, at the discretion of the Committee, an award of a
Benefit may permit the  transferability of the Benefit by the participant solely
to  members  of  the   participant's   immediate  family  or  trusts  or  family

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partnerships  for the  benefit  of  such  persons  subject  to  such  terms  and
conditions as may be established by the Committee.

         12. Other Provisions.  The award of any Benefit under the Plan may also
be subject to such other  provisions  (whether or not  applicable to the Benefit
awarded  to any other  participant)  as the  Committee  determines  appropriate,
including without limitation,  provisions for the installment purchase of Common
Stock under Stock  Options,  provisions  for the  installment  exercise of Stock
Appreciation  Rights,  provisions  to assist the  participant  in financing  the
acquisition  of Common  Stock,  restrictions  on  resale  or other  disposition,
provisions for the acceleration of  exercisability of Benefits in the event of a
change of control of the Company, provisions for the payment of the value of the
Benefits  to  participants  in the event of a change of control of the  Company,
provisions to comply with Federal and state securities  laws, or  understandings
or  conditions  as  to  the  participant's   employment  in  addition  to  those
specifically provided for under the Plan.

         13. Rules. The Committee may establish such rules and regulations as it
considers desirable for the administration of the Plan.

         14.  Manner of Action by  Committee.  A majority  of the members of the
Committee qualified to act on a question may act by meeting or by writing signed


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without meeting and may execute,  or delegate to one of its members authority to
execute any  instrument  or document  required.  The  Committee may delegate the
performance of ministerial  functions in connection with the Plan to such person
or persons as the Committee may select.  The costs of administration of the Plan
will be paid by the Company.

         15. Fair Market Value. For purposes hereof, fair market value of Common
Stock  shall  be the  closing  sale  price  for the  Company's  Common  Stock as
reflected in the New York Stock Exchange  Composite  Transaction  Quotations for
the date of calculation  (or on the next preceding  trading date if Common Stock
was not traded on the date of calculation).

         16.  Taxes.  The Company shall be entitled if necessary or desirable to
pay or withhold the amount of any tax  attributable to any amounts payable under
the Plan after giving the person  entitled to receive such amount  notice as far
in advance as  practicable,  and the Company may defer making  payment as to any
Benefit if any such tax may be pending until  indemnified  to its  satisfaction.
When a person  is  required  to pay to the  Company  an  amount  required  to be
withheld under applicable tax laws in connection with exercises of Non-qualified
Stock  Options or other  Benefits  under the Plan,  the  Committee  may,  in its
discretion  and  subject to such rules as it may adopt,  permit  such  person to
satisfy  the  obligation,  in whole or in part,  by electing to have the Company
withhold  shares of Common  Stock having a fair market value equal to the amount
required to be withheld.



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         17. Tenure.  A  participant's  right,  if any, to continue to serve the
Company and its subsidiaries as an officer, employee, or otherwise, shall not be
enlarged or otherwise  affected by his  designation  as a participant  under the
Plan.

         18. Amendment and Termination.  The terms and conditions  applicable to
any  Benefit  granted  under  the Plan may be  amended  or  modified  by  mutual
agreement  between the Company and the  participant or such other persons as may
then have an interest therein. Also, by mutual agreement between the Company and
a  participant  hereunder,  or under any  other  present  or future  plan of the
Company,  stock options or other Benefits may be granted to such  participant in
substitution and exchange for, and in cancellation  of, any Benefits  previously
granted such participant under this Plan, or any Benefit previously or hereafter
granted to him under any other present or future plan of the Company.  The Board
of Directors  may amend the Plan from time to time or terminate  the Plan at any
time. However, no action authorized by this paragraph shall reduce the amount of
any  existing  Benefit or change the terms and  conditions  thereof  without the
participant's  consent. No amendment of the Plan shall,  without approval of the
shareholders  of the Company,  (i) increase the total number of shares which may
be issued under the Plan or increase the amount or type of Benefits  that may be
granted  under the Plan;  (ii) change the  minimum  purchase  price,  if any, of
Common Stock which may be made subject to the Benefits  under the Plan; or (iii)


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modify the requirements as to eligibility for Benefits under the Plan.  However,
the Board of  Directors  may amend the Plan in any respect  without  shareholder
approval if shareholder  approval is not then required to comply with Rule 16b-3
or other similar requirements.

         19. Shareholder Approval.  The Plan was approved by the shareholders of
the Company on April 20, 1995 and amended and restated by the Board of Directors
on April 15,  1999.  An  amendment to Section 5 of this Plan was approved by the
shareholders  on April  15,  1999.  This Plan  shall  continue  in effect  until
terminated  by the Board  pursuant to Section  18;  provided,  however,  that no
Incentive  Stock  Option  shall be granted  more than ten years  after April 15,
1999.