GENERAL SIGNAL CORPORATION

	1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

1.	Purpose

	The purpose of this Plan is to align further the 
interests of non-employee directors with other 
shareholders of General Signal Corporation (the 
"Corporation").

2.	Administration

	The Plan shall be administered by the Committee on 
Directors (the "Committee") of the Board of Directors. 
 The Committee shall act by a majority vote or by a 
written statement signed by all of the members.  
Subject to the express provisions of this Plan, the 
Committee shall grant stock options to non-employee 
directors, and determine the number of shares to be 
subject to each grant and the terms and conditions 
thereof.

3.	Stock Subject to Plan

	The shares to be issued under this Plan shall be 
made available, at the discretion of the Board of 
Directors or the Committee, either from the authorized 
but unissued shares of Common Stock of the Corporation 
or from shares of Common Stock reacquired by the 
Corporation, including shares purchased in the open 
market.

	Subject to adjustment as provided in the last 
paragraph of this Section 3:  

(a)	the aggregate number of shares of Common Stock 
reserved and available for issuance under this 
Plan, subject to Section 3(b) below, shall be 
125,000 shares; and

(b) 	the shares available for granting awards in 
any year shall be increased by any shares 
represented by options that expire unexercised 
for any reason.

	In the event that the number of outstanding shares 
of Common Stock of the Corporation shall be changed by 
reason of split-ups, combinations of shares, 
recapitalization, stock dividends or equity 
distributions, the Board of Directors shall 
appropriately adjust the number of shares for which 
awards may thereafter be granted under this Plan either 
in the aggregate or to any single participant, the 
number of shares then subject to awards granted 
previously under this Plan, and the price per share 
payable upon exercise of such awards.  Awards may also 
contain provisions for their continuation or for other 
equitable adjustments after changes in shares of Common 
Stock resulting from reorganization, sale, merger, 
consolidation or similar occurrence.


4.	Eligibility and Participation

	Awards under this Plan may be granted only to a 
director of the Corporation who is not also an officer 
or other employee of the Corporation or of one of its 
subsidiaries, and who has been elected, re-elected or 
is continuing as a member of the Board following the 
applicable Annual Meeting of Shareholders of the 
Corporation ("Eligible Director").

5.	Stock Options

	Grant

	Each year, as of the date of the Annual Meeting of 
Shareholders of the Corporation, each Eligible Director 
shall be eligible to receive a non-qualified stock 
option to purchase shares of Common Stock of the 
Corporation.  Subject to shareholder approval, each 
Eligible Director shall receive an option to purchase 
2,000 shares on the date of the 1997 Annual Meeting of 
Shareholders. On each successive Annual Meeting of 
Shareholders, each Eligible Director may be granted an 
additional option to purchase shares in an amount as 
determined by the Committee.

	Option Prices
	
	The purchase price of the Common Stock under each 
option shall be equal to 100% of the fair market value 
of the stock on the date the option is granted.  The 
purchase price is to be paid in full upon the exercise 
of the option, and payment shall be made in cash, or by 
check, bank draft or money order payable to the order 
of the Corporation, or by delivering shares of Common 
Stock of the Corporation of equivalent fair market 
value on the day before the option is exercised.  Fair 
market value shall be the closing price on the New York 
Stock Exchange or, in the event that no sale shall have 
taken place, the mean between the closing bid and asked 
prices.

	Form of Option

	Options granted pursuant to this Plan to Eligible 
Directors shall be evidenced by Stock Option Agreements 
in such form as the Committee shall from time to time 
adopt.
	
	Option Period  

	The options granted hereunder shall expire on a 
date which is ten years after the date of grant of the 
options.
	
	Vesting
	
	Each option granted to an Eligible Director shall 
vest and be exercisable on the date of the grant.

	Termination of Options  

	If an Eligible Director ceases to serve on the 
Board of Directors for any reason other than death, 
disability or retirement, any outstanding options not 
yet exercised at the time the Eligible Director so 
ceases to serve may be exercised within one week 
following the date the Eligible Director so ceases to 
serve, but in no event later than the expiration date 
of the option.

	In the event of the death or disability of an 
Eligible Director while a member of the Board of 
Directors, any outstanding options may be exercised (in 
the case of death by the optionee's personal 
representative, heir or legatee) during the period 
ending one year after the date of such death or 
disability, but in no event later than the expiration 
date of the option.  In the event of retirement, any 
outstanding options may be exercised during the period 
ending 5 years after the date of such retirement, but 
in no event later than the expiration date of the 
option.  In the event of a retired Director's death 
during the fifth year after retirement, his or her 
heirs or estate may exercise any outstanding options 
during the period ending one year after such death, but 
in no event later than the expiration date of the 
option.

	Non-Transferability of Option  

	No option granted under this Plan to an Eligible 
Director shall be transferable otherwise than by will 
or the laws of descent and distribution, and an option 
may be exercised during the lifetime of the Eligible 
Director thereof, only by him or her; provided, 
however, that  the Committee may permit limited 
transferability in conformance with rules promulgated 
by the Securities and Exchange Commission [,and 
provided further, however, that following retirement of 
an Eligible Director, the options held by such Eligible 
Director may be transferred by gift.] 

6.	Governing Law

	The validity, construction and effect of this 
Plan, any rules and regulations relating to this Plan, 
and any awards under this Plan, shall be determined in 
accordance with the laws of New York without giving 
effect to principles of conflict of laws.


7.	Effective Period of Plan

	This Plan shall become effective upon the date of 
its approval by the shareholders of the Corporation.  
Unless earlier terminated by the Board of Directors, 
this Plan shall terminate on April 17, 2002; provided, 
however, that any such  termination shall not affect 
awards granted prior thereto. 

8.	Amendment of Plan

	The Board of Directors of the Corporation may from 
time to time make such amendments of this Plan as it 
shall deem advisable; provided, however, that the Board 
of Directors may not, without further approval of the 
holders of a majority of all outstanding shares of the 
Corporation entitled to vote thereon, (i) increase the 
maximum number of shares as to which awards may be 
granted under this Plan (except as otherwise provided 
in Section 3), (ii) permit the granting of options at 
less than 100% of fair market value at time of grant, 
(iii) change the class of persons eligible to receive 
awards under this Plan, or (iv) make any other 
amendment for which shareholder approval is required. 
No amendment of this Plan may, without the consent of 
the holder of an existing award, adversely affect such 
holder's rights thereunder.