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                                  TRANS-LUX CORPORATION

                      1989 Non-Employee Director Stock Option Plan
                      (As Amended at the Board of Directors Meeting
                 held September l9, l996 and Effective November l, l996)


              1.  Purpose:  The purpose of this Plan is to enable the
         Corporation to attract and keep non-employee persons of requisite
         business experience to serve on the Board of Directors of the
         Corporation by offering them an opportunity to participate in the
         growth and development of the Corporation through stock ownership,
         and to thereby provide additional incentive for them to promote
         the success of the business.

              2.  Stock Subject to the Plan:  The shares of stock to be
         offered pursuant to this Plan shall be shares of the Corporation's
         authorized common capital stock, and may be unissued shares or
         reacquired shares.  The aggregate number of shares which may be
         delivered upon exercise of all options granted under the Plan
         shall not be more than 30,000* shares, subject to adjustment as
         provided in the Plan.  Shares subject to but not delivered under
         any option terminating or expiring for any reason prior to the
         exercise thereof by the optionee in full shall be deemed available
         for options thereafter granted during the continuance of the Plan.

              3.  Administration of the Plan:  The Compensation Committee
         of the Board of Directors (hereinafter called "Committee"),
         subject to the provisions of the Plan, shall have plenary
         authority in its sole discretion to interpret the Plan; and to
         prescribe, amend, and rescind rules and regulations relating to
         it.

              4.  Non-Employee Directors to Whom Options May be Granted:
         Subject to the terms and conditions set forth herein, the
         Corporation:

                   (a) hereby grants to each Non-Employee Director who is a
         member of the Board on the Effective Date of this Plan, options to
         purchase shares based on the following schedule of Years of
         Service (as of the Effective Date) which each such person has
         served as a member of the Board.

                   Years of Service        No. of Options (Cumulative)
                   ----------------        --------------
                   Less than 5                             500
                    5 or more                            1,000
                   10 or more                            1,500
                   20 or more                            2,500

         ----------
         * Increase approved at Board of Directors Meeting September 19,
           l996.

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                   (b) shall grant to each Non-Employee Director who
         receives an option hereunder an option to purchase additional
         shares based on the following schedule of Years of Service which
         each such person has served as a member of the Board after the
         Effective Date.

                   Years of Service        No. of Options (Non-Cumulative)
                   ----------------        --------------

                    5th full year              500
                   10th full year              500
                   20th full year            1,000

                   (c) shall grant to each Non-Employee Director who is
         hereafter elected to the Board an option to purchase 500 shares on
         the date of election to the Board.  Such persons shall also be
         entitled to the grant of options in accordance with (b) above.

              For purposes hereof, Year of Service shall mean a calendar
         year or aggregate portions thereof during which a Director is a
         Non-Employee Director.  A Non- Employee Director shall mean a
         person who is or becomes a Director of the Corporation and is not
         an employee of the Corporation.

                   (d) shall grant to each Non-Employee Director additional
         options to purchase additional shares in an amount equal to (i)
         the number of options granted under Section 4(a) (x) which have
         previously expired, on the effective date of this amendment to the
         Plan, or (y) which hereafter expire, on the date of expiration of
         such option, and (ii) which were heretofore exercised or hereafter
         are exercised, on the later to occur of (x) four (4) years from
         the date of grant, (y) the date of exercise of such exercised
         option or (z) the effective date of this amendment to the Plan.

              5.  Option Price:  The purchase price of the shares of common
         stock which shall be covered by each option shall be 100% of the
         fair market value of such shares as of the date of the granting of
         the option.  Such fair market value shall be deemed to be the mean
         of the high and low prices of the common stock of this Corporation
         as quoted on a national securities exchange(s) on the day on which
         the option shall be granted and such option by its terms shall not
         be exercisable after the expiration of six (6) years from the date
         such option is granted.

              6.  Duration of Options:  The duration of each option shall
         be not more than six (6) years from the date of the granting
         thereof, but may be for a lesser term as shall be fixed by the
         Board of Directors, but shall be subject to earlier termination as
         hereinfter provided.

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              7.  Exercise of Options:  An option when and after it becomes
         exercisable may be exercised at any time, or from time to time
         during its term as to any part of or all of the shares which shall
         be optioned, provided, however, that:

                  (a) an option may not be exercised as to less than 100
         shares at any one time (or the remaining shares then purchasable
         under the option if the same be less than 100 shares);

                  (b) the purchase price of the shares as to which an
         option shall be exercised shall be paid in full in cash and/or by
         delivery of common stock of the Corporation valued at the fair
         market value of such common stock as determined in paragraph 5 on
         the date of exercise;

                  (c) each option shall be subject to the following
         additional conditions precedent and restrictions thereon with
         respect to its exercise:

                        (i) Each Non-Employee Director to whom an option is
         granted under the Plan must remain as a Director of the
         Corporation for one year from the date the option is granted or
         such shorter period as permitted by the Committee before he shall
         have the right to exercise any part thereof.  Thereafter all or
         any part of the shares covered by each option may be purchased at
         any time or from time to time during the option period, provided,
         however, that no option may be exercised unless the optionee is at
         the time of such exercise a Director of the Corporation.

                        (ii) No option shall be transferable by an optionee
         otherwise than by Will or by the laws of descent and distribution
         and is exercisable during optionee's lifetime only by the
         optionee.

                        (iii) Each optionee shall agree that optionee will
         purchase the optioned shares for investment and not with any
         present intention to resell the shares.

                        (iv) No shares acquired on exercise of options may
         in any event be sold or otherwise disposed of for value within six
         (6) months of the date of grant of the options whether or not the
         shares are registered under the Securities Act of l933 except on a
         sale to the Corporation in accordance with Rule l6b-3(d) and (e).

              8.  Limitations on Participation:

                  (a) If an optionee shall cease to be a Director of the
         Corporation for any reason (other than death or disability), he
         may, but only within the 90 days next succeeding such cessation of
         directorship, exercise his option to the extent that he was
         entitled to exercise it at the date of such cessation, unless he
         was removed for cause by the stockholders.  If an optionee shall
         be removed for cause, his option shall terminate on the date of

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         such removal and he shall forfeit any and all rights which may
         have accrued prior thereto.  All options to the extent not
         exercisable on the date of cessation of directorship shall be
         forfeited.

                  (b) In the event of death of an optionee while a Director
         of the Corporation, the option theretofore granted to him shall be
         exercisable only within nine months next following the date of his
         death by the person or persons to whom the optionee's rights under
         the option shall pass by the optionee's Will or the laws of
         descent and distribution, or within six months after the date of
         the appointment of an administrator or executor of the estate of
         such optionee, whichever date shall sooner occur, and then only if
         and to the extent that he was entitled to exercise it at the date
         of his death, provided, however, that he shall be deemed to be so
         entitled even if such death shall have taken place prior to the
         expiration of one year from the date of the granting of the
         option, anything in this Plan to the contrary notwithstanding.

                  (c) In the event that an optionee becomes permanently and
         totally disabled and resigns as a Director, the optionee may, but
         only within one year next succeeding the day of the commencement
         of such disability, exercise his option to the extent that he was
         entitled to exercise his option, but in no event after the
         expiration of the option.  For this purpose, an optionee shall be
         considered permanently and totally disabled if he is unable to
         engage in any substantial gainful activity by reason of any
         medically determinable physical or mental impairment which can be
         expected to result in death or which has lasted or can be expected
         to last for a continuous period of not less than twelve months.
         An optionee shall not be considered to be permanently and totally
         disabled unless he furnishes proof of the existence thereof in
         such form and manner, and at such times, as the Committee may
         require.  The Committee's determination of whether the optionee is
         permanently and totally disabled shall be final and absolute, and
         shall not be subject to question by the optionee, a representative
         of the optionee, or the Corporation.

              9.  Adjustments Upon Changes in Capitalization:  In the event
         of changes in the outstanding common stock of the Corporation by
         reason of stock dividends, split-ups, recapitalizations, mergers,
         consolidations, combinations, or exchanges of shares, separations,
         reorganizations, or liquidations, the number and class of shares
         availble under the Plan and the aggregate and the maximum number
         of shares as to which options may be granted to any Non-Employee
         Director shall be correspondingly adjusted by the Committee.  No
         adjustment shall be made in the minimum number of shares which may
         be purchased at any time.

              10.  Effectiveness of the Plan:  The Plan shall become
         effective on such date as the Board of Directors shall determine,
         but only after:

                   (a) if not previously listed, the shares of the common
         stock reserved for the Plan shall have been duly listed, upon
         official notice of issuance, upon the national exchange whereon

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         they are traded and registered under the Securities Exchange Act
         of 1934, as amended; and

                   (b) the Board of Directors shall have been advised by
         counsel that all applicable legal requirements have been complied
         with.

         Notwithstanding the foregoing, if all conditions are satisfied or
         inapplicable, the Effective Date for purposes of paragraph 4 shall
         be the date of adoption by the Board of Directors.

              11.  Time of Granting Options:  Whenever a director is
         eligible under paragraph 4 for the receipt of an option, the
         Corporation shall forthwith send notice thereof to the designee.
         The date of eligibility shall be the date of granting the option
         to such participant for all purposes of this Plan.  The notice
         shall be in the form of a Grant approved by the Board of Directors
         of this Corporation.

              12.  Termination and Amendment of the Plan:  The Plan shall
         terminate on December 31, 1999, and an option shall not be granted
         under the Plan after that date.  The Board of Directors may at any
         time, or from time to time, modify or amend the Plan including the
         form of option agreement, in such respects as it shall deem
         advisable in order that options shall conform to any change in the
         law, or in any other respects.


                                By Order of the Board of Directors

                                 TRANS-LUX CORPORATION



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