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                                                                   EXHIBIT 10(g)


                            THE LAMSON & SESSIONS CO.
                     NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                  (AS AMENDED AND RESTATED AS OF JULY 19, 2001)


         The Nonemployee Directors Stock Option Plan ("Plan") is established to
attract, retain and compensate for service highly qualified individuals who are
not current employees of The Lamson & Sessions Co. ("Company") as members of the
Board of Directors and to enable them to increase their ownership in the
Company's Common Stock. The Plan will be beneficial to the Company and its
stockholders since it will allow these directors to have a greater personal
financial stake in the Company through the ownership of Company stock, in
addition to underscoring their common interest with shareholders in increasing
the long term value of the Company stock.

1.       ELIGIBILITY

         All members of the Company's Board of Directors who are not current
employees of the Company ("Nonemployee Directors") are eligible to participate
in this Plan.

2.       OPTIONS

         Only a nonqualified stock option ("NQSO") may be granted under this
Plan.

3.       SHARES AVAILABLE

         (a)      Number of Shares Available: There are hereby reserved for
                  issuance under this Plan 160,000 (60,000 of which were
                  originally approved in 1994 and 100,000 of which are being
                  added by amendment) shares of Common Stock, without par value,
                  which may be authorized but unissued shares or treasury
                  shares.

         (b)      Recapitalization Adjustments: In the event of a
                  reorganization, recapitalization, stock split, stock dividend,
                  combination of shares, merger, consolidation, rights offering,
                  or any other change in corporate structure affecting the
                  Common Stock, a substitution or adjustment shall be made in
                  the aggregate number of shares reserved for issuance under
                  this Plan, in the number and option price of shares subject to
                  outstanding NQSO's under this Plan and in the number of shares
                  to be covered by options awarded under Section 4 hereof as may
                  be determined to be appropriate by the Board of Directors,
                  provided that the number of shares subject to any award shall
                  always be a whole number.

4.       ANNUAL GRANT OF NONQUALIFIED STOCK OPTIONS

         Each year on the Monday following the Company's Annual Meeting of
Shareholders, each individual elected, reelected or continuing as a Nonemployee
Director shall automatically receive a NQSO covering 2,000 shares of Common
Stock. If Common Stock is not traded on the New York Stock Exchange ("NYSE") on
any date a grant would otherwise be awarded, then the grant shall be made the
next day thereafter on which Common Stock is so traded.



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5.       OPTION PRICE

         The price of the NQSO shall be the mean between the highest and lowest
selling price, regular way of the Common Stock on the NYSE on the date of the
grant.

6.       OPTION PERIOD

         A NQSO granted under this Plan shall become exercisable one year after
date of grant and shall expire ten years after date of grant ("Option Period").

7.       PAYMENT

         A NQSO may be exercised only upon payment to the Company in full of the
NQSO price of the shares. Such payment shall be paid in cash or in Common Stock
already owned by the Nonemployee Director for more than six months, or in a
combination of cash and such Common Stock. The sum of the cash and the fair
market value of such Common Stock on the date of exercise shall be equal to the
aggregate purchase price of the shares to be delivered.

8.       TERMINATION OF SERVICE

         Upon termination of service as a Nonemployee Director (for reasons
other than retirement, as herein-after defined, or death, or disability), only
those NQSO's immediately exercisable at the date of termination of service shall
be exercisable by the optionee. Such NQSO's must be exercised within 90 days of
termination of service (but in no event after the expiration of the Option
Period) or they shall be forfeited.

9.       RETIREMENT

         Upon termination of service as a Nonemployee Director, by reason of
retirement after a Nonemployee Director has completed a specified period of
service and attained a specified age, all NQSO's awarded under this Plan not
previously exercisable and vested shall become fully exercisable and vested.
Such NQSO's must be exercised within 36 months of retirement (but in no event
after the expiration of the Option Period) or they shall be forfeited. Mandatory
retirement for directors occurs on the date of the Annual Meeting of
Shareholders following a director's 70th birthday.

10.      DEATH

         Upon the death of a Nonemployee Director, all NQSO's awarded under this
Plan not previously exercisable and vested shall become fully exercisable by his
or her legal representatives or heirs. Such NQSO's must be exercised within 12
months from date of death (but in no event after the expiration of the Option
Period) or they shall be forfeited.

11.      DISABILITY

         Upon the termination of service as a Nonemployee Director by reason of
the disability of the Nonemployee Director, all NQSO's awarded under this Plan
not previously exercisable and vested shall become fully exercisable. Such
NQSO's must be exercised within 12 months from date of termination due to
disability (but in no event after the expiration of the Option Period) or they
shall be forfeited.




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12.      CHANGE IN CONTROL PROVISIONS

         (a)      Impact of Event. In the event of a "Change in Control" as
                  defined in Section 12(b) any or all NQSOs awarded under this
                  Plan not previously exercisable and vested shall become fully
                  exercisable and vested.

         (b)      Definition of "Change in Control." For purposes of this Plan,
                  a "Change in Control" shall be deemed to have occurred if any
                  of the following events shall occur:

                  (i) 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: (A) the then-outstanding shares of common stock of the
                  Company (the "Company Common Stock") or (B) 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 (i), the following acquisitions
                  shall not constitute a Change in 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 (4) any acquisition by any
                  Person pursuant to a transaction which complies with clauses
                  (A), (B) and (C) of subsection (iii) of this Section 12(b); or

                  (ii) 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

                  (iii) 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, (A) 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



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                  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, (B) 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 (C) 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

                  (iv) Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company."

13.      ADMINISTRATION AND AMENDMENT OF THE PLAN

         This Plan shall be administered by the Board of Directors of the
Company. This Plan may be terminated or amended by the Board of Directors as
they deem advisable. No amendment may revoke or alter in a manner unfavorable to
the optionees any NQSO's then outstanding, nor may the Board amend this Plan
without shareholder approval where the absence of such approval would cause the
Plan to fail to comply with Rule 16b-3 under the Exchange Act, or any other
requirement of applicable law or regulation. A NQSO may not be granted under
this Plan after April 22, 2004, but NQSO's granted prior to that date shall
continue to become exercisable and may be exercised according to their terms.

14.      TRANSFERABILITY

         (a) Except as otherwise determined by the Compensation and Organization
         Committee of the Directors of the Company (the "Committee"), no NQSO
         granted under this Plan may be transferred by a Nonemployee Director
         other than by will or the laws of descent and distribution. Except as
         otherwise determined by the Committee, NQSOs may be exercised during a
         Nonemployee Director's lifetime only by the Nonemployee Director or, in
         the event of the Nonemployee Director's legal incapacity, by the
         Nonemployee Director's guardian or legal representative acting in a
         fiduciary capacity on behalf of the Nonemployee Director under state
         law and court supervision.

         (b) Any grant made under this Plan may provide that all or any part of
         the shares of Common Stock that are to be issued or transferred by the
         Company upon the exercise of NQSOs will be further subject to transfer.

         (c) Notwithstanding the provisions of Section 14(a), if so determined
         by the Committee in its discretion on or after the date of grant, NQSOs
         will be transferable by a Nonemployee Director without payment of
         consideration therefore by the transferee, to any one or more



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         members of the Nonemployee Director's Immediate Family (as defined
         below) (or to one or more trusts established solely for the benefit of
         one or more members of the Nonemployee Director's Immediate Family or
         to one or more partnerships in which the only partners are members of
         the Nonemployee Director's Immediate Family), except that (i) no such
         transfer will be effective unless reasonable prior notice of such
         transfer is delivered to the Company and such transfer is thereafter
         effected in accordance with any terms and conditions that have been
         made applicable to such transfer by the Company or the Committee and
         (ii) any such transferee will be subject to the same terms and
         conditions under this Plan as the Nonemployee Director."

         (d) For purposes of this Section 14, "Immediate Family" has the meaning
         stated in Rule 16a-1(e) of the Securities and Exchange Commission
         promulgated under Section 16 of the Exchange Act (or any successor rule
         to the same effect), as in effect from time to time.

15.      COMPLIANCE WITH SEC REGULATIONS

         It is the Company's intent that the Plan comply in all respects with
Rule 16b-3 of the Exchange Act as in effect after May 1, 1991 and any
regulations promulgated thereunder. All grants and exercises of NQSO's under
this Plan shall be executed in accordance with the requirements of Section 16 of
the Exchange Act, as amended, and any regulations promulgated thereunder.

16.      MISCELLANEOUS

         Except as provided in this Plan, no Nonemployee Director shall have any
claim or right to be granted a NQSO under this Plan. Neither the Plan nor any
action thereunder shall be construed as giving any director any right to be
retained in the service of the Company.

17.      EFFECTIVE DATE

         This Plan became effective on April 22, 1994 and shall become effective
as amended and restated on July 19, 2001.





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