**Exhibit 10(b)****Form of Restricted Stock Agreement: Non-Employee Directors Deferred Compensation****THE LAMSON & SESSIONS CO.****RESTRICTED STOCK AGREEMENT**     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of (DATE OF GRANT), by andbetween The Lamson & Sessions Co., an Ohio corporation (the “Company”), and (NAME OF PARTICIPATE),a director of the Company (the “Grantee”), pursuant to the Company’s 1998 Incentive Equity Plan, asamended and restated, (the “1998 Plan”).**RECITALS**     A. The Grantee serves as a Director of the Company and has made an election under theCompany’s Non-Employee Directors Deferred Compensation Plan (the “Directors Deferred Plan”) todefer his annual retainer, board and committee meeting fees to be invested in the Company’s commonstock. An additional amount equal to 25% of the deferred amount will be issued in RestrictedShares from the 1998 Plan, pursuant to the terms of this Agreement.     B. On April 29, 2004, the Governance, Nominating and Compensation Committee (the“Committee”) of the Board of Directors (the “Board”) of the Company duly authorized the grant ofRestricted Shares, representing 25% of the deferred amount of the Grantee’s annual retainer, boardand committee meeting fees and duly adopted a resolution authorizing the execution of a restrictedstock agreement substantially in the form of this Agreement.**AGREEMENT**     NOW, THEREFORE, subject to the terms and conditions of the 1998 Plan and this Agreement, theCompany hereby agrees to grant to the Grantee                      Restricted Shares, effective as of the (DATEOF GRANT) and subject to the following terms, conditions, limitations and restrictions:
 

 
**ARTICLE I****DEFINITIONS**     Capitalized terms not otherwise defined in this Agreement have the meanings stated in the 1998Plan, unless the context clearly indicates otherwise.**ARTICLE II****CERTAIN TERMS OF RESTRICTED SHARES**     1. Signing of and Compliance With Agreement. Grantee shall not have any right withrespect to the Restricted Shares issued pursuant to this Agreement, unless and until Grantee hasexecuted this Agreement, (whether directly or pursuant to a Power of Attorney) and has delivered afully executed copy thereof to the Company, and has otherwise complied with the applicable termsand conditions of this Agreement.     2. Stock Certificates. Grantee shall be issued a stock certificate with respect tothese Restricted Shares. This certificate shall be registered in the name of Grantee, and shallbear an appropriate legend referring to the terms, conditions, and restrictions applicable to suchRestricted Shares, substantially in the following form:THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTEDHEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THELAMSON & SESSIONS CO. 1998 INCENTIVE EQUITY PLAN, AS AMENDED AND RESTATED,AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE LAMSON &SESSIONS CO. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICESOF THE LAMSON & SESSIONS CO., CLEVELAND, OHIO AND WILL BE MAILED TO THEREGISTERED OWNER, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF WRITTENREQUEST THEREFOR.
2

 
     3. Certificates in Company Custody. Stock certificates evidencing Restricted Sharesshall be held in custody by the Company until the restrictions thereon shall have lapsed, and as acondition of any Restricted Shares, the Grantee shall have delivered a stock power relating to theRestricted Shares.     4. Restriction Period. Subject to the provisions of the 1998 Plan and this Agreement,during the period from the Date of Grant until (INSERT DATE 3 YEARS FROM DATE OF GRANT**)**(the“Restriction Period”), the Grantee shall not be permitted to sell, transfer, pledge, assign orotherwise encumber Restricted Shares awarded under the 1998 Plan.     5. Acceleration of Restricted Shares. Notwithstanding Section 4 of this Article II, ifthe Grantee is no longer serving on the Company’s Board due to any of the circumstances set forthin Section 7 of this Article II, the Grantee is immediately entitled to receive the RestrictedShares.     6. Treatment of Dividends. The Grantee shall have, with respect to the RestrictedShares covered by this Agreement, all of the rights of a shareholder of the Company, including theright to vote the shares, and the right to receive any dividends. However, any dividends on suchshares shall be automatically deferred and reinvested in additional Restricted Shares subject tothe same restrictions as the underlying award (as long as there are sufficient shares availableunder Section 3 of the Plan).     7. Forfeiture. Upon termination of the Grantee from the Company’s Board during theRestriction Period for any reason other than death, disability, a Change in Control, or with theconsent of the Committee, retirement or other termination of service, all shares still subject torestriction shall be forfeited by the Grantee.
3

 
     8. Delivery of Shares. If and when the Restriction Period expires without a priorforfeiture of the Restricted Shares subject to such Restriction Period, unrestricted certificatesfor such shares shall be delivered to the Grantee.**ARTICLE III****GENERAL PROVISIONS**     1. Compliance with Law. Notwithstanding any other provision of this Agreement, theCompany may not issue any of the Restricted Shares if such issuance would result in a violation oflaw.     2. Transferability. The Grantee may not sell, transfer, pledge, assign or otherwiseencumber Grantee’s right to receive the Restricted Shares except by will or the laws of descent anddistribution.     3. Adjustments. The Board may (a) make any adjustments in the number or kind ofRestricted Shares or other securities covered by this Agreement that the Committee determines ingood faith to be equitably required, or (b) provide alternative consideration to the Grantee insubstitution of any or all of the Grantee’s rights under this Agreement, in order to prevent anydilution or expansion of the Grantee’s rights under this Agreement that otherwise would result fromany (i) stock dividend, stock split, combination of shares, recapitalization or other change in thecapital structure of the Company, (ii) merger, consolidation, separation, reorganization or partialor complete liquidation involving the Company or (iii) other transaction or event having an effectsimilar to any of the events referred to in this sentence.     4. Relation to Other Benefits. The Company will not take into account any economic orother benefit to the Grantee under this Agreement or the 1998 Plan in determining any benefits towhich the Grantee may be entitled under any retirement or other benefit or compensation plan
4

 
maintained by the Company or a Subsidiary. The Company will not reduce the amount of any lifeinsurance coverage available to any beneficiary under any life insurance plan covering directors ofthe Company or a Subsidiary as a result of any economic or other benefit to the Grantee under thisAgreement or the 1998 Plan.     5. Amendments. Any amendment to the 1998 Plan will be deemed to be an amendment tothis Agreement to the extent that the 1998 Plan amendment (a) is applicable to awards of RestrictedShares and (b) does not adversely affect the rights of the Grantee with respect to the RestrictedShares. In order for a 1998 Plan amendment that adversely affects the Restricted Shares to beeffective against the Grantee, the Grantee must consent to such 1998 Plan amendment.     6. Severability. If any provision of this Agreement is invalidated for any reason bya court of competent jurisdiction, the invalid provision will be deemed to be separable from theother provisions of this Agreement and the remaining provisions will continue to be valid and fullyenforceable.     7. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich is an original but all of which together constitute one and the same document.     8. Governing Law. This Agreement is made under, and will be construed in accordancewith, the laws of the State of Ohio, without giving effect to its principles of conflict of laws.      THE LAMSON & SESSIONS CO.