EXHIBIT 10(e)


                            WOODHEAD INDUSTRIES, INC.

                             1996 STOCK AWARDS PLAN
                   (WITH AMENDMENTS THROUGH NOVEMBER 1, 1999)

      SECTION 1: PURPOSE

      The purpose of the Woodhead Industries, Inc. 1996 Stock Awards Plan (the
"1996 Plan") is to advance the long-term financial interests of Woodhead by (a)
encouraging qualified individuals to join Woodhead and its Subsidiaries, (b)
providing an incentive for directors, officers and key employees to remain with
Woodhead and its Subsidiaries, and (c) furthering the identity of interests of
participants with those of Woodhead's shareholders.

      SECTION 2. DEFINITIONS

      The following definitions are applicable to the 1996 Plan:

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

      (b) "Change in Control" means a situation where (i) any "person" (as such
      term is used in Sections 13(d) and 14(d) of the Exchange Act), other than
      a trustee or other fiduciary holding securities under an employee benefit
      plan of Woodhead or a corporation owned, directly or indirectly, by the
      stockholders of Woodhead in substantially the same proportions as their
      ownership of Woodhead stock, is or becomes the "beneficial owner" (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      Woodhead securities representing 25% or more of the combined voting power
      of Woodhead's then outstanding securities; or (ii) during any period of
      two consecutive years, individuals who at the beginning of such period
      constitute the Board of Directors and any new director (other than a
      director designated by a person who has entered into an agreement with
      Woodhead to effect a transaction described in clauses (i) or (iii) of this
      Subsection) whose election by the Board of Directors or nomination for
      election by Woodhead's stockholders was approved by a vote of at least
      two-thirds (2/3) of the directors then still in office who either were
      directors at the beginning of the period or whose election or nomination
      for election was previously so approved, cease for any reason to
      constitute a majority thereof; or (iii) Woodhead's shareholders approve a
      merger or consolidation of Woodhead with any other corporation, other than
      a merger or consolidation which would result in the voting securities of
      Woodhead outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) at least 80% of the combined voting
      power of the voting securities of Woodhead or such surviving entity
      outstanding immediately after such merger or consolidation, or the
      shareholders of Woodhead approve a plan of complete liquidation of
      Woodhead or an agreement for the sale or disposition by Woodhead of all or
      substantially all its assets.

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

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

      (e) "Disability" means total and permanent disability within the meaning
      of Section 22(e)(3) of the Code.


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      (f) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (g) "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.

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

      (i) "non-ISO or non-ISOs" mean stock option(s) that do not satisfy the
      requirements of section 422 of the Code.

      (j) "Participant" means a director, officer or employee who has been
      granted an award pursuant to the 1996 Plan.

      (k) "Retirement" as it relates to an employee means termination of
      employment with Woodhead or a Subsidiary after the Participant has reached
      age 55 and has completed five years of service with Woodhead or a
      Subsidiary. "Retirement" as it relates to a director means termination of
      service at a time when the Participant would be entitled to a retirement
      benefit under Woodhead's retirement plan for non-employee directors
      adopted by resolution of the Board of Directors on October 26, 1984, as
      may be amended from time to time.

      (l) "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.

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

      (n) "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 3: SHARES SUBJECT TO THE 1996 PLAN

      Subject to the adjustments authorized by Section 8 of the 1996 Plan, a
maximum of 500,000 shares of Woodhead's Common Stock may be issued pursuant to
this 1996 Plan; provided, however, that no more than 50,000 shares may be
granted in the form of restricted stock awards. The number of such available
shares shall be reduced by the number of shares subject to awards which are
granted under the 1996 Plan and increased by the number of shares subject to
awards granted under such plan which have expired unexercised or unpaid, been
canceled, forfeited or otherwise terminated. No more than 35% of the aggregate
shares subject to the 1996 Plan may be awarded to a single individual. Shares
allotted to Participants may be made available from authorized but unissued
Common Stock or from Common Stock held in the treasury or from both unissued and
treasury Common Stock.

      SECTION 4: ADMINISTRATION

      Unless otherwise determined by the Board of Directors, the 1996 Plan shall
be administered by a committee, which shall consist of two or more members of


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the Board of Directors who are "outside directors" within the meaning of Section
162(m) of the Code, and "Non-Employee Directors" within the meaning of Rule 16b-
3(b)(3) of the Exchange Act. Such committee, may, in its discretion, delegate to
a subcommittee its duties hereunder, including the grant of options. For all
purposes under the 1996 Plan, any entity which performs the duties described
herein, shall be referred to as the "Committee". The Committee shall have full
authority to:

      (a) Determine (i) the individuals to whom awards under the 1996 Plan will
      be granted; and (ii) the number and type of awards to be granted to each
      Participant and the number of shares subject to each such award;

      (b) Interpret, construe, and implement the provisions of the 1996 Plan;

      (c) Adopt, amend, and rescind appropriate rules and regulations relating
      to the 1996 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 1996
Plan or any award shall be binding and conclusive for all purposes and on all
persons.

      SECTION 5: ELIGIBILITY

      Any director, officer or employee shall be eligible to receive awards
hereunder; provided he or she is currently (a) a director or officer of
Woodhead; (b) an officer of any Subsidiary; (c) a key employee of Woodhead or
any Subsidiary who is deemed eligible by the Committee (collectively "Eligible
Persons").

      Participation under the 1996 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 Persons, in accordance with this
Section 6 and the other provisions of this 1996 Plan, stock option grants and/or
restricted stock grants.

      (a) Stock Options

      Stock options granted under the 1996 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) Exercisability. A stock option shall become exercisable by the
            Participant six months after the date of grant, unless a later date
            is specified by the Committee, in its sole discretion. All rights to
            exercise a stock option shall expire not later than 10 years after
            the date such option is granted.

            (ii) Purchase Price. The purchase price per share of Common


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            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) ISO's Exercisable. The aggregate Fair Market Value (determined
            at the time an ISO is granted) of the Common Stock with respect to
            which an ISO is exercisable for the first time (under all stock
            option plans maintained by Woodhead or any of its Subsidiaries) by a
            Participant during any calendar year shall not exceed $100,000. No
            ISO 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%) of the total combined voting power of all classes
            of stock of Woodhead or a Subsidiary.

            (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 2150 East Lake Cook Road, Suite 400, Buffalo
            Grove, 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 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) In the event of termination of employment or service on
                  the Board of Directors by a Participant other than by reason
                  of Retirement, Disability or death, any unexercised option
                  granted to him under the 1996 Plan, which is then exercisable,
                  may be exercised for thirty (30) days following said
                  termination, unless it expires sooner.

                  (B) In the event of termination of employment or service on
                  the Board of Directors by a Participant by reason of


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                  Retirement, each of the then outstanding stock options of such
                  Participant 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) In the event of the Disability or death of a Participant
                  while employed by Woodhead or any Subsidiary or while serving
                  on the Board of Directors, all unexercised stock options of
                  such Participant shall immediately become exercisable by the
                  Participant, the Participant's legal representative, or the
                  estate of the Participant, as the case may be, at any time
                  within two years after such Disability or death, but in no
                  event after the expiration date of the stock option. An
                  unexercised ISO will cease to be treated as such and become a
                  non-ISO twelve months after the Participant's Disability or
                  death.

            (vi) Change in Control. In the event of a Change in Control, all
            stock options shall immediately become exercisable without regard to
            the exercise period set forth in 6(a)(i) above.

      (b) Restricted Stock.

            (i) The Committee may award to any Participant 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 Woodhead.

            (ii) There shall be established for each restricted stock award a
            restriction period of such length as shall be determined by the
            Committee (the "restriction period"), 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, Woodhead shall deliver 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 or service on


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            the Board of Directors for any reason during the restriction period,
            all shares still subject to restriction shall be forfeited by the
            Participant.

            (iv) In the event of a Change in Control, restrictions shall lapse
            on all restricted stock as of the date of such Change in Control.

      SECTION 7: NON-TRANSFERABILITY OF AWARDS.

      Awards granted under the 1996 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 1996 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 1996 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.

      The Board of Directors may amend, alter or discontinue the 1996 Plan, but
no amendment, alteration or discontinuation shall be made that would impair the
rights of a Participant under any award theretofore granted without such
Participant's consent.Notwithstanding the foregoing, stockholder approval of any
such amendment or alteration shall not be required under this Section except to
the extent such approval shall be required to fulfill the conditions of Rule
16b- 3 of the Exchange Act, Section 162(m) or 422 of the Code or such other
applicable statutory rules and regulations and only if Woodhead intends to
fulfill such conditions.


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      SECTION 11: MISCELLANEOUS

      (a) Additional Terms and Conditions. Each Participant shall agree to such
      other terms, provisions and conditions consistent with the 1996 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 1996 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 1996 Plan.

      (c) Rights of Participants. Nothing in the 1996 Plan shall interfere with
      or limit in any way the right of Woodhead or any Subsidiary to terminate
      any Participant's employment or service on the Board of Directors at any
      time, nor confer upon any Participant any right to continue in the employ
      or service of Woodhead or any Subsidiary for any period of time or to
      continue his present or any other rate of compensation. No director or
      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 1996 Plan shall be October
      23, 1996; provided, however, that the 1996 Plan is approved and ratified
      by holders of a majority of the shares of Common Stock present, in person
      or by proxy, and entitled to vote at the 1997 Annual Meeting of
      Stockholders.

      (b) Termination. The Board of Directors may terminate the 1996 Plan at any
      time with respect to any shares that are not subject to awards. Unless
      terminated earlier by the Board of Directors, the 1996 Plan shall
      terminate 10 years after the effective date and no awards shall be granted
      under this 1996 Plan after such date. Termination of this 1996 Plan will
      not affect the rights and obligations of any Participant with respect to
      awards granted prior to termination.


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