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                                                                   EXHIBIT 10(i)



                            THE LAMSON & SESSION CO.

                           DEFERRED COMPENSATION PLAN
                            FOR NONEMPLOYEE DIRECTORS
                (AS AMENDED AND RESTATED AS OF OCTOBER 18, 2001)




                                    ARTICLE I

                               PURPOSE OF THE PLAN

         The purpose of The Lamson & Sessions Co. Deferred Compensation Plan for
Nonemployee Directors is to provide any Director of the Company with the option
to defer receipt of the compensation payable to him or her for services as a
Director and to help build loyalty to the Company through increased investment
in Company stock.

                                   ARTICLE II

                                   DEFINITIONS

         As used herein, the following words shall have the meanings stated
after them unless otherwise specifically provided:

         2.1 "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 2.1; 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


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         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 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.

         2.2 "Committee" shall mean the Administration Committee described in
Section 7.1 hereof.

         2.3 "Company" shall mean The Lamson & Sessions Co.

         2.4 "Director" shall mean any nonemployee director of the Company.

         2.5 "Trust Agreement" shall mean the Trust Agreement dated as of
February 28, 1991 entered into between the Company and the Trustee in connection
with the Plan.

         2.6 "Trustee" shall mean National City Bank, any corporate successor to
a majority of its trust business, or any successor Trustee hereunder.



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                                   ARTICLE III
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                             ELECTIONS BY DIRECTORS

         3.1 ELECTION TO DEFER. No later than June 30 of any year, a Director
may elect to defer payment of the compensation payable to him or her for future
services as a Director commencing January 1 of the following year. If a Director
becomes a Director after the beginning of any calendar year, the Director may
elect to defer payment of the compensation payable to him or her for future
services as a Director. Such election must be made within thirty days after he
or she becomes a Director and shall be made on an election form specified by the
Committee ("Election Form"). Once an election becomes effective pursuant to this
Article, the election shall be irrevocable and remain in effect until the
electing Director is no longer a director of the Company.

         3.2 EFFECTIVENESS OF ELECTIONS. Elections shall be effective six months
after the delivery of an Election Form to the Committee except for elections
made prior to the original effective date of this Plan, January 1, 1991. Subject
to the provisions of Article V, amounts deferred pursuant to such elections
shall be distributed at the time and in the manner set forth in such election.

         3.3 AMENDMENT AND TERMINATION OF ELECTIONS. A Director may terminate or
amend his or her election to defer payments of compensation in a written notice
delivered to the Committee. Either a termination or amendment shall be permitted
only one time after the initial election becomes effective and shall apply to
all compensation payable for services as a Director after the end of the year
that such amendment or termination was made. Amendments which serve only to
change the beneficiary designation shall be permitted at any time and as often
as necessary. Amounts credited to a Director's account pursuant to Section 4.2
hereof prior to the effective date of any termination or amendment shall not be
affected thereby and shall be paid at the time and in the manner specified in
the election form in effect when the deferral occurred.

                                   ARTICLE IV

                            ACCOUNTS AND INVESTMENTS

         4.1 CONTRIBUTIONS. The Company shall transfer an amount equal to one
hundred percent (100%) of the compensation deferred pursuant to this Plan to the
Trustee if the Director elects to have such compensation invested in a money
market fund. In the event that a Director elects to have his or her compensation
invested in Company stock then the Company shall transfer an amount equal to one
hundred twenty five percent (125%) of such compensation to the Trustee. Such
transfer shall be made within thirty days after such deferred amounts would
otherwise have been paid to the Director.

         4.2 ESTABLISHMENT OF ACCOUNTS. The Trustee shall establish a separate
"Deferred Compensation Account" for any Director who defers compensation
pursuant to the Plan. Amounts deferred by each Director shall be paid in cash to
the Trustee by the Company and credited to such Director's Deferred Compensation
Account.

         4.3 ADJUSTMENT OF ACCOUNTS. As of December 31 of each year and on such
other dates as the Committee directs, the fair market value of the assets of the
Trust allocated to all Deferred Compensation Accounts (the "Trust Fund") shall
be determined by the Trustee.


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         4.4 INVESTMENT OF ASSETS. The assets of the Trust Fund shall be held by
the Trustee in the name of the Trust. As amounts are received by the Trustee, it
shall invest the funds pursuant to the Trust Agreement.

         4.5 ASSETS HELD IN CASH. The Trustee may, in its sole discretion,
maintain in cash such amounts as it deems necessary. Amounts maintained in cash
by the Trustee shall be kept to a minimum consistent with the duties and
obligations of the Trustee as set forth in the Trust Agreement and shall not be
required to be invested at interest.

                                    ARTICLE V

                               PAYMENT OF ACCOUNTS

         5.1 TIME OF PAYMENT. Distribution of a Director's account shall
commence upon the earlier of: (i) within thirty days after the date the Director
attains either age fifty-five, age sixty, age sixty-five, or age seventy, as
specified by the Director on the Election Form, (ii) within thirty days after
the Director's termination as a Director due to resignation, retirement, death
or otherwise or (iii) within thirty days after the date of an occurrence of a
Change in Control.

         5.2 METHOD OF DISTRIBUTION. Each deferred Compensation Account shall be
distributed to the Director either in a lump sum or in equal annual installments
over a period of not more than ten years as specified in each Director's
Election Form. Deferred Compensation Accounts shall be distributed in kind.

         5.3 HARDSHIP DISTRIBUTIONS. Prior to the time a Director's account
becomes payable, the Committee, in its sole discretion, may elect to distribute
all or a portion of a Director's account in the event such Director requests a
distribution on account of severe financial hardship. For purposes of this Plan,
severe financial hardship shall be deemed to exist in the event the committee
determines that a Director needs a distribution to meet immediate and heavy
financial needs resulting from a sudden or unexpected illness or accident of the
Director or a member of his or her family, loss of the Director's property due
to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Director. A distribution
based on financial hardship shall not exceed the amount required to meet the
immediate financial need created by the hardship.

         5.4 DESIGNATION OF BENEFICIARY. Upon the death of a Director, his or
her account shall be paid to the beneficiary or beneficiaries designated by him
or her. If there is no designated beneficiary, or no designated beneficiary
surviving at a Director's death, payment of a Director's account shall be made
to his or her estate. Beneficiary designations shall be made in writing. A
Director may designate a new beneficiary or beneficiaries at any time by
notifying the Committee.

         5.5 TAXES. In the event any taxes are required by law to be withheld or
paid from any payments made pursuant to the Plan, the Trustee shall deduct such
amounts from such payments and shall transmit the withheld amounts to the
appropriate taxing authority.

                                   ARTICLE VI

                            CREDITORS AND INSOLVENCY

         6.1 CLAIMS OF THE COMPANY'S CREDITORS. All assets held in trust
pursuant to the provisions of this Plan, and any payment to be made by the
Trustee pursuant to the terms and conditions of the Trust, shall be subject to
the claims of general creditors of the Company,


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including judgment creditors and bankruptcy creditors. The rights of a Director
or his or her beneficiaries to any assets of the Trust Fund shall be shall be no
greater than the rights of an unsecured creditor of the Company.

         6.2 NOTIFICATION OF INSOLVENCY. In the event the Company becomes
insolvent, the Board of Directors of the Company and the chief executive officer
of the Company shall immediately notify the Trustee of that fact. The Trustee
shall not make any payments from the Trust Fund to any Director or any
beneficiary under the Plan after such notification is received or at any time
after the Trustee has knowledge of such insolvency. Under any such circumstance,
the Trustee shall deliver any property held in the Trust Fund only as a court of
competent jurisdiction may direct to satisfy the claims of the Company's
creditors. For purposes of this Plan, the Company shall be deemed to be
insolvent if the Company is subject to a pending voluntary or involuntary
proceeding as a debtor under the United States Bankruptcy Code, as amended, or
is unable to pay its debts as they mature.

                                   ARTICLE VII

                                 ADMINISTRATION

         7.1 APPOINTMENT OF COMMITTEE. The Board of Directors of the Company
shall appoint an Administrative Committee consisting of not lest than three
persons to administer the Plan. Members of the Committee shall hold office at
the pleasure of the Board of Directors and may be dismissed at any time with or
without cause. Such persons serving on the Committee need not be members of the
Board of Directors of the Company.

         7.2 POWERS OF THE COMMITTEE. The Committee shall administer the Plan
and resolve all questions of interpretation arising under the Plan with the help
of legal counsel, if necessary. Whenever directions, designations, applications,
requests or other notices are to be given by a Director under the Plan, they
shall be filed with the Committee. The Committee shall have no discretion with
respect to Plan contributions or distributions but shall act in an
administrative capacity only.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1 TERM OF PLAN. The Company reserves the right to amend or terminate
the Plan at any time; provided, however, that no amendment or termination shall
affect the rights of Directors to amounts previously credited to their accounts
pursuant to Section 4.2. The Trust shall remain in effect until such time as the
entire corpus of the Trust Fund has been distributed pursuant to the terms of
the Plan.

         8.2 ASSIGNMENT. No right or interest of any Director (or any person
claiming through or under such Director) other than the surviving spouse of such
Director after he or she is deceased in any, benefit or payment herefrom shall
be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of such Director. If any
Director or any such person (other than the surviving spouse of such Director
after he or she is deceased) shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or other
event happening at any time such benefits would devolve upon anyone else or
would not be enjoyed by him or her, then the Committee, in its discretion, may
terminate his or her interest


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in any such benefit to the extent the Committee considers necessary or advisable
to prevent or limit the effects of such occurrence. Termination shall be
effected by filing a written "termination declaration" with the Committee
records and making reasonable efforts to deliver a copy to such Director or his
or her legal representative.

         As long as any Director is alive, any benefits affected by the
termination shall be retained by the Trust and, in the Committee's sole and
absolute judgment, may be paid to or expended for the benefit of such Director,
his or her spouse, his or her children or any other person or persons in fact
dependent upon him or her in such a manner as the Committee shall deem proper.
Upon the death of any Director, all benefits withheld from him or her and not
paid to others in accordance with the preceding sentence shall be distributed to
such Director's estate or to his or her creditors and if such Director shall
have descendants, including adopted children, then living, distribution shall be
made to such Director's then living descendants, including adopted children, per
stirpes.

         In addition, a Director or beneficiary shall have no rights against or
security interest in the assets of the Trust Fund and shall have only the
Company's unsecured promise to pay benefits. All assets of the Trust Fund shall
remain subject to the claims of the Company's general creditors.

         8.3 TAXES. This Plan is intended to be treated as an unfunded deferred
compensation plan under the Internal Revenue Code. It is the intention of the
Company that the amounts deferred pursuant to this Plan shall not be included in
the gross income of the Directors or their beneficiaries until such time as the
deferred amounts are distributed from the Plan. If, at any time, it is
determined that amounts deferred pursuant to the Plan are currently taxable to
the Directors or their beneficiaries, the Trust shall terminate and any amounts
held in the Trust Fund shall be distributed immediately to the Directors or
their beneficiaries.

         8.4 EFFECTIVE DATE OF PLAN. The Plan was originally effective as of
January 1, 1991 subject to approval of the shareholders of the Company. The Plan
as Amended and Restated shall be effective as of October 18, 2001.





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