EXHIBIT 10(b)


                            WOODHEAD INDUSTRIES, INC.

                          1987 STOCK COMPENSATION PLAN
                   (WITH AMENDMENTS THROUGH NOVEMBER 1, 1999)

            STATEMENT OF 1987 STOCK COMPENSATION PLAN, dated November 21, 1987.

            WHEREAS, the Board of Directors of Woodhead Industries, Inc. deems
it in the best interests of Woodhead Industries, Inc. (hereinafter called
"Woodhead"), that certain management personnel employed by Woodhead, its
subsidiaries, or any subsidiary hereafter acquired by Woodhead, be given an
opportunity to acquire a stake in the growth of Woodhead, as a means of
encouraging their maximum effort and continued association with Woodhead; and

            WHEREAS, the Board of Directors believes that Woodhead can best
obtain these and other benefits by being able to grant to such management
personnel incentive stock options ("ISOs") as provided in Section 422A of the
Internal Revenue Code of 1986 (the "Code"), and non-qualified stock options
which do not satisfy the requirements of Section 422A of the Code ("non-ISOs").

            NOW, THEREFORE, the Board of Directors has adopted this 1987 STOCK
COMPENSATION PLAN, effective upon approval thereof by the shareholders of
Woodhead.

            SECTION 1. DEFINITIONS

      (a) "Woodhead" means Woodhead Industries, Inc.

      (b) "Subsidiary" means any corporation in which Woodhead owns at least 50%
      of the voting stock, or any corporation in a chain of corporations
      connected with Woodhead through ownership of at least 50% of its voting
      stock by any corporation in the chain.

      (c) "Common Stock" means the $1.00 par value common stock of Woodhead.

      (d) "1987 Plan" means this 1987 STOCK COMPENSATION PLAN authorizing the
      granting of stock options.

      (e) "Fair Market Value" of Woodhead's Common Stock on the date an option
      is granted shall be the mean between the bid and asked prices quoted by a
      recognized specialist in such stock at the close of the date nearest
      preceding such date of grant; except that if such stock is then listed on
      any national securities exchange, such fair market value shall be the mean
      between the high and the low sales on the date nearest preceding such date
      of grant.

      (f) "corporation" shall include corporations, limited partnerships,
      limited liability partnerships, and limited liability companies.

      All references to gender herein shall include both the masculine and
feminine.

            SECTION 2: PURPOSE

            The purpose of the 1987 Plan is to advance the interests of Woodhead
by encouraging qualified personnel to join Woodhead and its subsidiaries, to
provide an incentive for officers and key employees to remain with Woodhead and
its subsidiaries, and to stimulate the maximum efforts of those employees


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on which the success and future growth of Woodhead and its subsidiaries are
dependent.

            SECTION 3: SHARES SUBJECT TO THE 1987 PLAN

            Subject to the adjustments authorized by Section 8 of the 1987 Plan,
options to purchase a maximum of 250,000 shares of Woodhead's Common Stock may
be granted pursuant to this 1987 Plan to employees who are eligible to become
participants. The number of such available shares shall be reduced by the number
of shares subject to stock options which are awarded under the 1987 Plan and
increased by the number of shares subject to options granted under such plan
which have expired, been cancelled or otherwise terminated prior to exercise by
the optionee. Shares allotted to eligible employees may be made available from
authorized but unissued Common Stock of Woodhead or from Common Stock of
Woodhead held in the treasury or from both unissued and Treasury Stock.

             SECTION 4: ELIGIBILITY

            Any person regularly employed on a salary basis by Woodhead or any
subsidiary thereof shall be eligible to receive options hereunder provided he or
she is employed in one or more of the following capacities:

            (a) As an officer of Woodhead;

            (b) As an officer of any subsidiary of Woodhead;

            (c) As president or vice-president of any division of Woodhead;

            (d) As a key employee of Woodhead or of any subsidiary of Woodhead
who is deemed eligible by the Compensation and Stock Option Committee of the
Board of Directors of Woodhead.

            No ISO (within the meaning of Section 422A of the Code) may be
granted to any employee who, at the time such option is granted, owns stock of
Woodhead or a subsidiary possessing more than ten percent (10%) (including the
attribution of ownership rules of Section 425(d) of the Code) of the total
combined voting power of all classes of stock of Woodhead or a subsidiary
corporation.

            Participation under the 1987 Plan shall not affect eligibility for
participation in any pension, profit sharing, stock option, or other welfare or
compensation plan of Woodhead or any of its subsidiaries now existing or
hereafter adopted.

            SECTION 5: ADMINISTRATION

            The 1987 Plan shall be administered by the Compensation and Stock
Option Committee (hereinafter referred to as the "Committee") in accordance with
applicable laws and regulations of governmental agencies. The Committee shall
consist of a minimum of three members of the Board of Directors who are not
employees or officers of Woodhead or any of its subsidiaries, and such Committee
shall be appointed from time to time by a majority of the full Board of
Directors. Any member of such Committee may be removed by a majority of the full
Board of Directors at any time with or without cause. No member of the Committee
shall be eligible to participate in the 1987 Plan. The Committee shall have full
authority to:

     (a) Determine (i) the employees to whom options under the 1987 Plan will be
     granted; and (ii) the number of and type (ISO or non-ISO) of options to


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      be awarded to each employee and the number of shares subject to each such
      option;

     (b) Interpret, construe, and implement the provisions of the 1987 Plan;

     (c) Establish, amend, and rescind appropriate rules and regulations
     relating to the 1987 Plan.

            All determinations of the Committee shall be by a majority of its
members. Any interpretation by the Committee of the terms and conditions of the
1987 Plan shall be final unless changed by the Board of Directors.

            SECTION 6: TERMS AND CONDITIONS

            Options granted under the 1987 Plan shall be evidenced by written
stock option agreements between Woodhead and the employee (in such form as the
Committee shall from time to time approve) and in accordance with the following
terms and conditions:

      (a) Exercise of Stock Options.

      (1) Time of Exercise. The stock option shall be exercisable by the
      employee anytime on or after the date of grant, unless otherwise specified
      by the Committee at the time of the grant, provided that at the time of
      exercise (except as hereinafter otherwise provided), he is then an
      employee of either Woodhead or a subsidiary and then only if at all times
      during the period beginning with the date the option is granted and ending
      at the time of the exercise of such option he has been in the continuous
      employ of Woodhead and/or a subsidiary or any two or more of them in
      succession. All rights to exercise a stock option shall expire 10 years
      after the date such option is granted.

      (2) Purchase Price. The purchase price per share of Common Stock
      deliverable upon the exercise of a stock option shall be determined by the
      Committee at the time of grant, but shall in no event be less than 100
      percent of the fair market value of the stock on the date the option is
      granted.

      (3) Amount Exercisable. Options for no more than $100,000 of fair market
      value (determined at the time the ISO is granted) of the stock with
      respect to which the ISOs are granted (under all stock option plans
      maintained by Woodhead or any of its subsidiaries) can become exercisable
      for the first time by an individual during any calendar year.

      (4) Method of Exercise. In order to exercise a stock option in whole or in
      part, the employee shall give written notice to Woodhead's Secretary at
      3411 Woodhead Drive, Northbrook, Illinois, of his intention to exercise
      such option, stating the number of shares with respect to which he intends
      to exercise his option. Option shares may be purchased by payment in cash,
      or in Common Stock, or partly in each. The employee's notice of exercise
      of any option shall be accompanied by full payment in cash for the number
      of shares with respect to which the option is to be exercised if payment
      for such shares is to be made entirely in cash, or by payment of cash and
      the tender of Common Stock sufficient to pay the purchase price of such
      shares if payment is to be made partly or wholly in Common Stock. The
      Committee shall then determine the fair market value of any Common Stock
      tendered at the date of tender, and shall refund any cash or Common Stock
      submitted by the employee in excess of the amount needed to purchase such
      shares. Fractional shares of Common Stock shall not be accepted in payment
      for option stock. Shares of Common Stock transferred to Woodhead in
      payment for option shares may be reissued to the employee


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      by Woodhead as shares issued under the option.

      (5) Effect of Termination.

      (i) If an employee ceases to be employed by Woodhead or any of its
      Subsidiaries for any reason except retirement, death or disability, any
      unexercised option granted to him under the 1987 Plan, which is then
      exercisable, may be exercised for thirty (30) days following said
      cessation, unless it expires sooner.

      (ii) If an employee ceases to be employed by Woodhead or any of its
      Subsidiaries by reason of his retirement at age 55 or later with at least
      five years of service, any unexercised option granted to him under the
      1987 Plan, will continue to mature and become exercisable in accordance
      with Section 6(a)(1) above and may be exercised prior to its expiration
      and within five years after such retirement. An unexercised ISO will cease
      to be treated as such and become a non-ISO three months after retirement.

      (iii) If an employee dies while employed by Woodhead or any Subsidiary,
      any unexercised option granted to him under the 1987 Plan may be exercised
      prior to its expiration by the estate of such employee, or by any person
      who acquired such option by bequest or inheritance from the employee, at
      any time within two years after the death of the employee. An unexercised
      ISO will cease to be treated as such and become a non-ISO twelve months
      after the employee's death. Each option shall immediately become
      exercisable without regard to the exercise period set forth in 6(a)(1)
      above.

      (iv) If an employee suffers a disability (within the meaning of section 22
      (e)(3) of the Code) while employed by Woodhead or any Subsidiary, any
      unexercised option granted to him under the 1987 Plan may be exercised
      prior to its expiration at any time within two years after the employee's
      termination on account of such disability. An unexercised ISO will cease
      to be treated as such and become a non-ISO twelve months after the
      employee's termination on account of such disability. Each option shall
      immediately become exercisable without regard to the exercise period set
      forth in 6(a)(1) above.

      (b) Additional Terms and Conditions. Each employee shall agree to such
      other terms, provisions and conditions consistent with the 1987 Plan as
      may be determined by the Committee or the Board of Directors.

            SECTION 7: NON-TRANSFERABILITY OF OPTIONS.

            Stock options granted under the 1987 Plan are not transferable by an
employee other than by will or by the laws of descent and distribution. During
the employee's lifetime, stock options shall be exercised only by him.

            SECTION 8: ADJUSTMENTS IN THE EVENT OF CHANGES IN CAPITAL STRUCTURE,
                       REORGANIZATION, STOCK DIVIDENDS

     (a) Changes in Capital Structure. If at any time, or from time to time,
     after the grant but prior to the exercise of all or any part of an option
     granted under the 1987 Plan, Woodhead shall effect a subdivision or
     combination of its $1.00 par value Common Stock, or other option stock as
     that term is used below, into a greater or smaller number of shares or a
     reclassification of such $1.00 par value Common Stock or other option


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      stock into shares of another class or into securities, or Woodhead shall
      be merged with any other corporation and Woodhead shall be the surviving
      corporation in such merger, then there shall be thereafter deliverable by
      Woodhead, upon any exercise of such option, in lieu of each share of $1.00
      par value Common Stock or other option stock and for the option price for
      each such share, such shares of stock or securities or such shares of
      stock and securities as shall have been substituted for a share of $1.00
      par value Common Stock or other option stock in connection with such
      subdivision, combination, reclassification or merger. Such substituted
      shares of stock or securities or such additional shares of stock and
      securities shall be deemed option stock for all purposes of the 1987 Plan.

      (b) Reorganization--Continuation of 1987 Plan. Upon the effective date of
      the dissolution or liquidation of Woodhead, or of a reorganization, merger
      or consolidation of Woodhead with one or more corporations in which
      Woodhead is not the surviving corporation, or a transfer of substantially
      all of the property or more than 80 percent of the then outstanding shares
      of Woodhead to another corporation, the 1987 Plan and any option
      previously granted under the 1987 Plan shall terminate unless provision be
      made in writing in connection with such transaction for the continuation
      of the 1987 Plan and for the assumption of the options previously granted,
      or for the substitution of new options covering the shares of a successor
      employer corporation, or a parent or subsidiary thereof, in which event
      the 1987 Plan and the options previously granted or new options
      substituted therefor shall continue in the manner and under the terms so
      provided.

      (c) Reorganization--Termination of 1987 Plan. In the event of a
      dissolution, liquidation, reorganization, merger, consolidation, transfer
      of assets or transfer of shares, as provided in Section 8(b), and if
      provision is not made in such transaction for the continuance of the 1987
      Plan and for the assumption of options previously granted thereunder or
      the substitution of new options covering the shares of a successor
      employer corporation or a parent or subsidiary thereof, then a
      participating employee under the 1987 Plan shall be entitled to written
      notice prior to the effective date of any such transaction stating that
      rights under any stock option then held by him must be exercised within 60
      days of the date of such notice, but only to the extent that the option is
      then exercisable in accordance with the provisions of the 1987 Plan and
      the option, otherwise said option shall be terminated.

      (d) Stock Dividends. If at any time, or from time to time, after the grant
      but prior to the exercise of all or any part of an option under the 1987
      Plan, the Board of Directors shall declare in respect of Woodhead's $1.00
      par value Common Stock or other option stock any dividend payable in
      shares of stock of Woodhead, of any class, then there shall be deliverable
      upon any exercise thereafter of any option under this Plan, in addition to
      each share of option stock, and for no additional stock price, such
      additional share or shares of stock as shall have been distributable as a
      result of such stock dividend in respect of a share of option stock,
      except that fractional shares shall not be so deliverable. Any such stock
      dividend shall be deemed part of the option stock for all purposes of this
      Plan.

      (e) In the event of changes in the outstanding $1.00 par value Common
      Stock of Woodhead by reason of any stock dividend, any subdivision or
      combination of such stock into a greater or smaller number of shares, any
      reclassification of such stock into shares of another class or other
      securities, or any merger or consolidation, then the number and class of


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      shares or other securities remaining available for options under the 1987
      Plan in the aggregate shall be correspondingly adjusted except that
      fractional shares shall be disregarded. In the event a stock option
      expires, is cancelled or terminates prior to its exercise by the optionee
      and between the date such option is granted and such expiration,
      cancellation or termination, the number and class of shares and/or
      securities as so adjusted which are subject to such option at the time of
      its expiration, cancellation or termination shall be added to the
      aggregate number of shares of stock or securities available for option
      under the 1987 Plan.

            SECTION 9: RIGHTS AS STOCKHOLDERS.

            A participating employee shall have no rights whatsoever as a
stockholder of Woodhead with respect to any shares covered by a stock option
until the date of the issuance of a stock certificate to him pursuant to such
option. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.

            SECTION 10: AMENDMENT.

            The Board of Directors of Woodhead, upon recommendation of the
Committee, shall have the power to amend or revise the terms of the 1987 Plan or
any part thereof without further action of the stockholders provided, however,
that no such amendment shall, without stockholder approval:

      (a) Impair any option or deprive any employee of shares he may have
      acquired through the 1987 Plan, without the employee's consent;

      (b) Increase the total number of shares reserved for the purpose of the
      1987 Plan;

      (c) Change the class of employees eligible to receive options under the
      1987 Plan;

      (d) Extend the period during which any option may be granted or exercised.

            Notwithstanding the foregoing, the Committee shall have the power,
without the approval of the Board, to amend the 1987 Plan in such manner as may
be necessary to retain its qualification to grant ISOs or to comply with any
other requirement of law.

            SECTION 11: EFFECTIVE DATE AND TERMINATION OF PLAN

      (a) Effective date. The effective date of the 1987 Plan shall be November
      21, 1987.

      (b) Termination. The Board of Directors may terminate the 1987 Plan at any
      time with respect to any shares that are not subject to stock options.
      Unless terminated earlier by the Board of Directors, the 1987 Plan shall
      terminate 10 years after the effective date and no stock options shall be
      granted under this plan after such date. Termination of this plan will not
      affect the rights and obligations of any employee with respect to stock
      options granted prior to termination, except as provided in Section 8
      hereof.


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      (c) Tax Withholding. The Committee shall have the power to withhold, or
      require an employee to remit to Woodhead, an amount sufficient to satisfy
      any withholding or other tax due with respect to any shares issuable under
      the 1987 Plan, and the Committee may defer such issuance unless
      indemnified to its satisfaction. The Committee may permit the withholding
      obligations to be satisfied through the surrender of shares of Common
      Stock which the employee already owns, or through the surrender of shares
      of Common Stock to which the employee is otherwise entitled under the 1987
      Plan.


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