EXHIBIT 10(c)


                            WOODHEAD INDUSTRIES, INC.

                             1990 STOCK AWARDS PLAN

                   (WITH AMENDMENTS THROUGH NOVEMBER 1, 1999)


      SECTION 1: PURPOSE

      The purpose of the Woodhead Industries, Inc. 1990 Stock Awards Plan (the
"1990 Plan") is to advance the long-term financial interests of Woodhead by (a)
encouraging qualified personnel to join Woodhead and its Subsidiaries, (b)
providing an incentive for officers and key employees to remain with Woodhead
and its Subsidiaries, and (c) furthering the identity of interests of
participating employees with those of Woodhead's shareholders.

      SECTION 2. DEFINITIONS

      The following definitions are applicable to the 1990 Plan:

      (a) "Board of Directors" means the Board of Directors of Woodhead.

      (b) "Code" means the Internal Revenue Code of 1986, as amended, and any
      successor statute.

      (c) "Common Stock" means the $1.00 par value common stock of Woodhead,
      except as this definition may be modified as provided in Section 8.

      (d) "Fair Market Value" of Woodhead's Common Stock on any given date shall
      mean the average of the highest and lowest sales prices of the Common
      Stock on such date (or, if the Common Stock was not traded on such date,
      on the next preceding day on which such stock was traded) as reported in
      THE WALL STREET JOURNAL under the heading "NASDAQ National Market Issues"
      or any similar or successor heading.

      (e) "ISO or ISOs" mean incentive stock option(s) as provided for in
      section 422A of the Code.

      (f) "non-ISO or non-ISOs" mean stock options that do not satisfy the
      requirements of section 422A of the Code.

      (g) "Participant" means an eligible employee who has been granted an award
      pursuant to the 1990 Plan.

      (h) "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.

      (i) "Woodhead" means Woodhead Industries, Inc., and its successors.

      (j) "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.


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      SECTION 3: SHARES SUBJECT TO THE 1990 PLAN

      Subject to the adjustments authorized by Section 8 of the 1990 Plan, a
maximum of 250,000 shares of Woodhead's Common Stock may be granted in the form
of stock options or restricted stock, pursuant to this 1990 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 awards which are granted
under the 1990 Plan and increased by the number of shares subject to awards
granted under such plan which have expired unexercised or unpaid, been cancelled
or otherwise terminated prior to the issuance of shares of Common Stock
thereunder. 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: ADMINISTRATION

      The 1990 Plan shall be administered by the Compensation and Stock Option
Committee of the Board of Directors (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 Subsidiaries, and such Committee shall
be appointed from time to time by a majority of the Board of Directors. Any
member of such Committee may be removed by a majority of the Board of Directors
at any time with or without cause. No member of the Committee shall be eligible
to participate in the 1990 Plan. The Committee shall have full authority to:

      (a) Determine (i) the employees to whom awards under the 1990 Plan will be
      granted; and (ii) the number and type of awards to be granted to each
      employee and the number of shares subject to each such award;

      (b) Interpret, construe, and implement the provisions of the 1990 Plan;

      (c) Adopt, amend, and rescind appropriate rules and regulations relating
      to the 1990 Plan.

      All determinations of the Committee shall be by a majority of its members.
The Committee's interpretation and construction of any provision of the 1990
Plan or any award shall be binding and conclusive unless otherwise determined by
the Board of Directors.

      SECTION 5: ELIGIBILITY

      Any person employed on a full-time salaried basis by Woodhead or any
Subsidiary shall be eligible to receive awards hereunder provided he or she is
employed in one or more of the following capacities ("eligible employee"):

      (a) As an officer of Woodhead;

      (b) As an officer of any Subsidiary;

      (c) As a key employee of Woodhead or any Subsidiary who is deemed eligible
      by the Committee.

      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


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combined voting power of all classes of stock of Woodhead or a Subsidiary.

      Participation under the 1990 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 6: AWARDS

      The Committee may grant to eligible employees, in accordance with this
Section 6 and the other provisions of this 1990 Plan, restricted stock grants
and/or stock option grants.

      (a) Stock Options

      Stock options granted under the 1990 Plan may be in the form of ISOs or
      non-ISOs and shall be evidenced by written stock option agreements between
      Woodhead and the participant in such form as the Committee shall from time
      to time approve and shall be subject to the following terms and
      conditions:

            (i) Time of Exercise. The stock option shall be exercisable by the
            participant 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.

            (ii) 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 Common Stock on the
            date the option is granted.

            (iii) Amount Exercisable. Options for no more than $100,000 of Fair
            Market Value (determined at the time the ISO is granted) of the
            Common 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.

            (iv) Method of Exercise. In order to exercise a stock option in
            whole or in part, the participant 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 participant'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


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            be made entirely in cash, or by payment of cash and/or 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 Fair
            Market Value of any Common Stock tendered shall be determined as of
            the date of receipt of such Common Stock by Woodhead's Secretary.
            Any cash or Common Stock submitted by the participant in excess of
            the amount needed to purchase such shares shall be refunded to the
            participant. 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
            participant by Woodhead as shares issued under the option.

            (v) Effect of Termination.

                  (A) If a Participant 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
                  1990 Plan, which is then exercisable, may be exercised for
                  thirty (30) days following said cessation, unless it expires
                  sooner.

                  (B) If a Participant 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 1990 Plan, will continue to
                  mature and become exercisable in accordance with Section
                  6(a)(i) 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.

                  (C) If a Participant dies while employed by Woodhead or any
                  Subsidiary, any unexercised option granted to him under the
                  1990 Plan may be exercised prior to its expiration by the
                  estate of such Participant, or by any person who acquired such
                  option by bequest or inheritance from the Participant, at any
                  time within two years after the death of the Participant. An
                  unexercised ISO will cease to be treated as such and become a
                  non-ISO twelve months after the Participant's death. Each
                  option shall immediately become exercisable without regard to
                  the exercise period set forth in 6(a)(i) above.

                  (D) If a Participant 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 1990 Plan may be exercised prior to its expiration at any
                  time within two years after the Participant'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 Participant's termination on account of such disability.
                  Each option shall immediately become exercisable without
                  regard to the exercise period set forth in 6(a)(i) above.

      (b) Restricted Stock.


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            (i) The Committee may award to any eligible employee shares of
            Common Stock, subject to this Section 6(b) and such other terms and
            conditions as the Committee may prescribe (such shares being called
            "restricted stock"). Each certificate for restricted stock shall be
            registered in the name of the participant and deposited, together
            with a stock power endorsed in blank, with the Company.

            (ii) There shall be established for each restricted stock award a
            restriction period (the "restriction period") of such length as
            shall be determined by the Committee, but in no event less than one
            year. Shares of restricted stock may not be sold, assigned,
            transferred, pledged or otherwise encumbered, except as hereinafter
            provided, during the restriction period. Except for such
            restrictions on transfer and such other restrictions as the
            Committee may impose, the participant shall have all the rights of a
            holder of Common Stock as to such restricted stock (including, but
            not limited to, voting and receiving dividends). At the expiration
            of the restriction period, the Company shall redeliver to the
            participant (or the participant's legal representative) the
            certificates deposited pursuant to this section.

            (iii) Except as otherwise determined by the Committee in its sole
            discretion, upon a termination of employment for any reason during
            the restriction period all shares still subject to restriction shall
            be forfeited by the participant.

      SECTION 7: NON-TRANSFERABILITY OF AWARDS.

      Awards granted under the 1990 Plan are not transferable by a participant
other than by will or by the laws of descent and distribution. During the
participant's lifetime, awards shall be exercisable or received only by him or
by his guardian or legal representative. Any purported transfer contrary to this
provision will nullify the award.

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

      If there shall be any change in the Common Stock subject to the 1990 Plan
or to any award granted thereunder through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, exchange of stock
or other change in the corporate structure, appropriate adjustments shall be
made in the aggregate number and kind of shares or other securities or property
subject to the 1990 Plan, and the number and kind of shares or other securities
or property subject to outstanding and to subsequent option grants and in the
purchase price of outstanding options to reflect such changes.

      SECTION 9: RIGHTS AS STOCKHOLDERS.

      A participant 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.


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      The Board of Directors, upon recommendation of the Committee, shall have
the power to amend or revise the terms of the 1990 Plan or any part thereof
without further action of the stockholders provided, however, that no such
amendment shall, without stockholder approval:

      (a) Impair any award or deprive any participant of shares he may have
      acquired through the 1990 Plan, without the participant's consent;

      (b) Increase the total number of shares reserved for the purpose of the
      1990 Plan;

      (c) Change the class of participants eligible to receive awards under the
      1990 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 of Directors, to amend the 1990 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: MISCELLANEOUS

      (a) Additional Terms and Conditions. Each participant shall agree to such
      other terms, provisions and conditions consistent with the 1990 Plan as
      may be determined by the Committee or the Board of Directors.

      (b) Tax Withholding. The Committee shall have the power to withhold, or
      require a Participant to remit to Woodhead, an amount sufficient to
      satisfy any withholding or other tax due with respect to any shares
      issuable under the 1990 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 Participant already owns, or through the surrender
      of shares of Common Stock to which the Participant is otherwise entitled
      under the 1990 Plan.

      (c) Rights of Participants. Nothing in the 1990 Plan shall interfere with
      or limit in any way the right of the Company or any Subsidiary to
      terminate any participant's employment at any time, nor confer upon any
      participant any right to continue in the employ of the Company or any
      Subsidiary for any period of time or to continue his or her present or any
      other rate of compensation. No employee shall have a right to be selected
      as a participant, or, having been so selected, to be selected again as a
      participant.

      SECTION 12: EFFECTIVE DATE AND TERMINATION OF PLAN

      (a) Effective date. The effective date of the 1990 Plan shall be October
      23, 1990; provided, however, that the 1990 Plan is approved and ratified
      by holders of a majority of the shares of Common Stock present in person
      or by proxy at the 1991 Annual Meeting of Stockholders.

      (b) Termination. The Board of Directors may terminate the 1990 Plan at any
      time with respect to any shares that are not subject to awards. Unless
      terminated earlier by the Board of Directors, the 1990 Plan shall
      terminate 10 years after the effective date and no awards shall be granted
      under this 1990 Plan after such date. Termination of this 1990 Plan will


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      not affect the rights and obligations of any participant with respect to
      awards granted prior to termination.


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