THE GENLYTE GROUP INCORPORATED
10350 ORMSBY PARK PLACE, SUITE 601
LOUISVILLE, KY 40223

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 2003

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MARCH 19, 2003

To Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Genlyte Group Incorporated ("Genlyte") will be held at The Genlyte Group
Incorporated, 10350 Ormsby Park Place, Community Room, Lower Level, Louisville,
KY 40223, on Thursday, April 24, 2003 at 10:00 AM, local time, for the following
purposes:

(1) to elect two members of the Board of Directors;

(2) to consider and act upon the proposal to adopt the Genlyte 2003 Stock
Option Plan; and

(3) to transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.

Stockholders of record at the close of business on March 3, 2003 are
entitled to notice of and to vote at the meeting or any adjournments or
postponements thereof.

Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY FURTHER
SOLICITATION EXPENSE. There is enclosed with the Proxy an addressed envelope for
which no postage is required if mailed in the United States.

By Order of the Board of Directors,

/s/ R. L. Zaccagnini

R. L. ZACCAGNINI
Secretary

THE GENLYTE GROUP INCORPORATED
10350 ORMSBY PARK PLACE, SUITE 601
LOUISVILLE, KY 40223

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 2003

MARCH 19, 2003
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PROXY STATEMENT
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INTRODUCTION

The Annual Meeting of Stockholders (the "Annual Meeting") of The Genlyte
Group Incorporated ("Genlyte") will be held on April 24, 2003 at The Genlyte
Group Incorporated, 10350 Ormsby Park Place, Community Room, Lower Level,
Louisville, KY 40223, on Thursday, April 24, 2003 at 10:00 AM, local time, for
the purposes set forth in the accompanying notice. This proxy statement and the
accompanying form of proxy are being furnished in connection with the
solicitation by Genlyte's Board of Directors of proxies to be voted at such
meeting and at any and all adjournments or postponements thereof.

This proxy statement and accompanying form of proxy are first being sent to
stockholders on or about March 24, 2003.

ACTIONS TO BE TAKEN UNDER THE PROXY

All proxies properly executed, duly returned and not revoked will be voted
at the Annual Meeting (including any adjournments or postponements thereof) in
accordance with the specifications therein, or, if no specifications are made,
will be voted FOR the nominees to the Board of Directors named in this proxy
statement and listed in the accompanying form of proxy, and FOR the proposal to
adopt the Genlyte 2003 Stock Option Plan.

If a proxy in the accompanying form is executed and returned, it may
nevertheless be revoked at any time prior to the exercise thereof by executing
and returning a proxy bearing a later date, by giving notice of revocation to
the Secretary of Genlyte, or by attending the Annual Meeting and voting in
person.

ELECTION OF DIRECTORS

The Board of Directors of Genlyte currently consists of Larry K. Powers
(Chairman), David M. Engelman, Frank Metzger, John T. Baldwin, Robert D. Nixon
and Zia Eftekhar. The directors elected at the Annual Meeting will hold office
for a term ending at the Annual Meeting of Stockholders to be held in April of
2006 and until his successor has been duly elected and qualified. Mr. David M.
Engelman and John T. Baldwin have been nominated to the Board of Directors for
election at the Annual Meeting. Mr. Metzger's current term shall expire on the
scheduled date of the Annual Meeting and he is not standing for re-election.

If, for any reason, Messrs. Engelman and John T. Baldwin are not candidates
when the election occurs, which is not anticipated, it is intended that the
proxies will be voted for the election of a substitute nominee designated by the
Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
AS DIRECTORS.

GENLYTE THOMAS GROUP LLC

On August 27, 1998, the Shareholders of Genlyte and Thomas Industries,
respectively, approved the formation of a new lighting company to be jointly
owned by them as outlined below. This company, a Delaware Limited Liability
Company, is named Genlyte Thomas Group LLC ("Genlyte Thomas Group").

Genlyte contributed substantially all of its assets to Genlyte Thomas Group
in exchange for a 68% interest therein and the assumption by Genlyte Thomas
Group of substantially all of Genlyte's liabilities. Thomas contributed
substantially all of its lighting assets to Genlyte Thomas Group in exchange for
a 32% interest therein and the assumption by Genlyte Thomas Group of certain of
its liabilities. (Reference herein to "employees of the company" shall mean
employees of the Genlyte Thomas Group unless stated otherwise.)

The day-to-day operations of Genlyte Thomas Group are managed by its
executive officers under the supervision of a Management Board. The Management
Board is comprised of six (6) Representatives, four (4) of whom were appointed
by Genlyte and two (2) of whom were appointed by Thomas. Messrs. Engelman,
Metzger, Eftekhar and Powers (see below) are the Representatives from Genlyte.
Actions of the Management Board require the approval of a majority of the
Representatives, except that certain actions, as outlined in the Proxy Statement
dated July 23, 1998, require the approval of a majority of the Management Board
including at least one Representative appointed by Thomas. (For further details,
see the company's Proxy Statement dated July 23, 1998.)

Information about the nominees for election as director, including
biographical and employment information, is set forth below.

NOMINEES FOR ELECTION AS DIRECTOR

David M. Engelman (70) . . . . Mr. Engelman was elected a Director of Genlyte at the
December 1993 meeting of the Board of Directors. This
appointment took effect on January 1, 1994. Mr. Engelman was
employed by General Electric Company from 1954 through 1993
and held a variety of general management positions. He was
elected as a Vice President of General Electric in 1982 and
was in charge of international electrical distribution and
control operations. Mr. Engelman is a member of the Board of
Directors of The Mayer Electric Supply Company,
Incorporated. He is a member of the Compensation Committee,
and Chairman of both the Audit and the Nominating Committees
of the Genlyte Board of Directors. He also serves as a
Representative on the Genlyte Thomas Group Management Board.

John T. Baldwin (46). . . . . Mr. Baldwin was appointed as a Director of Genlyte during
March 2003 at a Special Meeting of the Board of Directors.
Mr. Baldwin has served as Vice President and Chief Financial
Officer of Worthington Industries, Inc. since December 1998.
He was elected Treasurer of Worthington Industries in August
1997, and served in that capacity until December 1998. From
May 1981 through August 1997, Mr. Badwin was employed by
Tenneco Inc. and held a variety of financial positions at
Tenneco in the United States and in London, England. Mr.
Baldwin received his J.D. degree from the University of
Texas School of Law in 1981 and his B.S. degree from the
University of Houston in 1978. He is a member of the Audit
Committee and Compensation Committee of the Genlyte Board of
Directors.

INCUMBENT DIRECTORS

Zia Eftekhar (57) . . . . . . Mr. Eftekhar was appointed as a Director of Genlyte at the
February 2001 meeting of the Board of Directors. Mr.
Eftekhar has been President of Lightolier, the largest
division of Genlyte Thomas Group, since 1992. During his
34-year career with the company he has held a number of
sales, marketing and general management positions with the
company. From August 1988 until May 1992 Mr. Eftekhar was
responsible for sales, marketing and manufacturing
activities of Lightolier. From January 1983 to July 1998 he
served as President of the commercial division of
Lightolier. Mr. Eftekhar's entire career has been focused in
the lighting industry and he is currently the Chairman and a
member of the Board of Directors of the American Lighting
Association. He also serves as a Representative of the
Genlyte Thomas Group Management Board.

Frank Metzger (74). . . . . . Mr. Metzger was elected a Director of Genlyte at the January
1985 meeting of the Genlyte Board of Directors. Mr. Metzger
has been President of Metzger & Company, management
consultants, since June 1988. He served as Senior Vice
President-Administration for Bairnco from July 1986 until
his retirement from Bairnco in May 1988 and Vice
President-Administration for Bairnco from its organization
in 1981 until June 1986. He is a member of the Audit
Committee and Chairman of the Compensation Committee of the
Genlyte Board of Directors. He also serves as a
Representative of the Genlyte Thomas Group Management Board.
Mr. Metzger's term will expire on April 24, 2003 and he will
not stand for reelection.

Robert D. Nixon (52) . . . . . Mr. Nixon was appointed as a Director of Genlyte at the
December 2001 meeting of the Board of Directors and is a
member of the Genlyte Audit Committee. Mr. Nixon currently
holds the Fischer Family Chair in Family Entrepreneurship
and is an Associate Professor of Management, College of
Business and Public Administration, University of
Louisville. From July 1994 to June 2001 he was an Assistant
Professor, A.B. Freeman School of Business, and Member of
the Graduate School Faculty, Tulane University. Mr. Nixon
had an extensive business management career, serving as
co-founder and Director of First Federal (Charter) Mortgage,
co-founder and President of Telnet Telecommunications,
co-founder and managing General Partner of Aluminum
Recycling Company, and President of Wincor Development, Inc.
Mr. Nixon received his Ph.D. from Texas A & M University in
1995, and his B.S. degree from Brigham Young University in
1975.

Larry K. Powers (60) . . . . . Mr. Powers was elected Chairman of the Board of Genlyte in
April, 2000. Mr. Powers was appointed President and Chief
Executive Officer of Genlyte in January 1994 and President
and Chief Executive Officer of Genlyte Thomas Group LLC in
August 1998, and has served as a Director since July 1993.
He has held a variety of sales, marketing and general
management positions in the lighting industry. From
September 1979 until April 1989, Mr. Powers was President of
Hadco. Hadco was acquired by a predecessor of Genlyte in
July 1983. Mr. Powers served as President of the HID/Outdoor
Division of Genlyte from May 1989 until June 1993. From July
1993 to December 1993, he served as President of Genlyte
U.S. Operations and Executive Vice President of Genlyte. Mr.
Powers is a member of the Nominating Committee of the
Genlyte Board of Directors. He also serves as a
Representative on the Genlyte Thomas Group Management Board.

BOARD AND COMMITTEE MEETINGS

During 2002, Genlyte's Board of Directors met five times for regular
meetings. In addition, the directors received and reviewed monthly reports of
the financial performance of Genlyte and Genlyte Thomas Group, and management
confers frequently with its directors on an informal basis to discuss company
affairs. During 2002, each of the directors attended at least 75 percent of the
meetings of the Board and the Board Committees of which such director was a
member.

The Board has established standing Audit, Compensation and Nominating
Committees. The Board has established the Audit Committee to recommend the firm
to be appointed as independent accountants to audit Genlyte's and Genlyte Thomas
Group's financial statements and to perform services related to the audit,
review the scope and results of the audit with the independent accountants, and
consider the adequacy of the internal accounting and control procedures of
Genlyte and Genlyte Thomas Group. Members of this committee are Messrs.
Engelman, Metzger, and Nixon, with Mr. Engelman serving as Chairman. During
2002, the Audit Committee met four times for regular meetings and two special
teleconference meetings.

During 2002 the Compensation Committee reviewed and recommended the
compensation arrangements for all executive officers, approved such arrangements
for other senior level employees, and administered and took such other action as
required in connection with certain compensation plans of Genlyte Thomas Group.
Members

of the Compensation Committee are Messrs. Engelman, Metzger, and Nixon, with Mr.
Metzger serving as Chairman. During 2002, the Compensation Committee met three
times and reviewed and recommended all stock options, subject to Board approval.

The Nominating Committee reviews and recommends to the Board of Directors
the appropriate size and composition of the Board of Directors as well as the
Boards of Directors of Genlyte's various subsidiaries. The Nominating Committee
will not consider recommendations from Genlyte's stockholders because the
Committee believes it has sufficient resources and contacts to fulfill its
obligations without considering such stockholder recommendations. Members of the
Nominating Committee are Messrs. Eftekhar, Engelman and Powers, with Mr.
Engelman serving as Chairman. During 2002, the Nominating Committee met one
time.

COMPENSATION OF DIRECTORS

During 2002 each director, other than any director employed by the Company,
received a retainer of $16,335 and $2,333 for each Board meeting attended and
each committee meeting attended on a day on which the Board of Directors did not
meet. Directors employed by Genlyte are not paid any fees or additional
compensation for services rendered as members of the Board or any of its Review
committees. Directors who also serve on the Board of Directors of Canlyte, a
wholly-owned subsidiary of the Company, are compensated for attendance at such
meetings at the rate of $2,000 (Canadian) per Board meeting, or for committee
meetings held on days other than regular Board meeting days.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted above, outside directors, Mr. David M. Engelman, Mr. Frank
Metzger, and Mr. Robert D. Nixon served as members of the Board's Compensation
Committee during 2002. Directors Larry Powers and Zia Eftekhar also serve on the
Canlyte Board of Directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

NUMBER OF SHARES OUTSTANDING AND RECORD DATE

Only holders of record of Genlyte Common Stock, par value $.01 per share
("Genlyte Common Stock"), at the close of business on March 3, 2003 are entitled
to notice of, and to vote at, the Annual Meeting. Holders of Genlyte Common
Stock are entitled to one vote for each share held on the matters properly
presented at the Annual Meeting.

On March 3, 2003, there were 13,462,287 shares of Genlyte Common Stock
issued and outstanding. The holders of a majority of the shares entitled to
vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business at the Annual Meeting. The affirmative vote of a
majority of the shares of Genlyte Common Stock present in person or by proxy at
the Annual Meeting is required to elect a director.

Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the votes cast on proposals presented to
stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved. Under applicable Delaware law,
a broker non-vote will have no effect on the outcome of the matters to be acted
upon at the Annual Meeting, and an abstention will have the effect of a vote
against any proposal requiring an affirmative vote of a majority of the shares
present and entitled to vote thereon.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of Genlyte Common Stock known to Genlyte to be the beneficial owners
of more than 5% of the issued and outstanding Genlyte Common Stock as of March
3, 2003:

AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OWNERSHIP OF PERCENT
OF BENEFICIAL OWNER COMMON STOCK (#) OF CLASS
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Southeastern Asset Management Inc. . . . . . . . . . . 2,407,500(l) 17.9
6410 Poplar Ave., Suite 900
Memphis, TN 38119

Glenn W. Bailey. . . . . . . . . . . . . . . . . . . . 1,439,600(2) 10.7
14 Basset Creek Trail
Hobe Sound, FL 33455

FMR Corp . . . . . . . . . . . . . . . . . . . . . . . 1,372,747(3) 10.2
82 Devonshire Street
Boston, Massachusetts 02109

Artisan Partners Limited Partnership . . . . . . . . . 1,091,304(4) 8.1
1000 North Water Street, Suite 1770
Milwaukee, WI 53202

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(1) According to the Schedule 13G furnished to Genlyte by Southeastern Asset
Management Inc., Southeastern Asset Management is an investment adviser to
Longleaf Partners Small Cap Fund, the beneficial owner of such shares. All
of the securities covered by the report are owned legally by Southeastern's
investment advisory clients and none are owned directly or indirectly by
Southeastern.
(2) Retired member of Board of Directors and Chairman of The Genlyte Group,
Incorporated. Includes 210,000 shares of Genlyte Common Stock owned by Mr.
Bailey's spouse as to which Mr. Bailey disclaims beneficial ownership.
(3) According to the Schedule 13G furnished to Genlyte by FMR Corp., 1,372,747
shares are held through Fidelity Investment Management & Research Company
(Fidelity), a wholly owned subsidiary of FMR Corp. and an Investment
Advisor registered under Section 203 of the Investment Advisor Act of 1940.
Fidelity held the shares as a result of acting as investment advisor to
various Investment Companies (Fidelity Funds).
(4) According to the Schedule 13G filed on January 31, 2003 furnished to
Genlyte by Artisan Partners Limited Partnership ("Artisan Partners"). The
13G states that the shares reported therein were acquired on behalf of
discretionary clients of Artisan Partners and that persons other than
Artisan Partners are entitled to receive all dividends from, and all
proceeds from, the sale of these shares.

The following table presents information regarding beneficial ownership of
Genlyte Common Stock by each member of the Board of Directors, the Named
Officers (defined infra), and all directors and executive officers as a group as
of March 3, 2003.

Amount and Nature of
Beneficial Ownership of Percent
Name Genlyte Common Stock (#) of Class
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John Baldwin . . . . . . . . . . . . . . . . . . . . . 0
Zia Eftekhar . . . . . . . . . . . . . . . . . . . . . 63,713(1) *
David M. Engelman. . . . . . . . . . . . . . . . . . . 13,000(2) *
William G. Ferko . . . . . . . . . . . . . . . . . . . 31,100(3) *
Daniel R. Fuller . . . . . . . . . . . . . . . . . . . 6,250(4) *
Frank Metzger. . . . . . . . . . . . . . . . . . . . . 102,250(5) *
Robert D. Nixon. . . . . . . . . . . . . . . . . . . . 0
Larry K. Powers. . . . . . . . . . . . . . . . . . . . 173,218(6) 1.3
Ronald D. Schneider. . . . . . . . . . . . . . . . . . 8,273(7) *
Raymond L. Zaccagnini. . . . . . . . . . . . . . . . . 9,223(8) *
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All directors and executive officers as a group
(10 persons including those named) . . . . . . . . . . 407,027(9) 3.0
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* The percentage of shares owned by such director or named officer does not
exceed 1% of the issued and outstanding Genlyte Common Stock.
(1) Includes 12,500 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(2) Includes 7,500 shares of Genlyte Common Stock owned by Mr. Engelman's
spouse as to which Mr. Engelman disclaims beneficial ownership, and 1,500
shares of Genlyte Common Stock which may be acquired upon the exercise of
options which are presently exercisable.
(3) Includes 25,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(4) Includes 5,250 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(5) Includes 8,000 shares of Genlyte Common Stock owned by Mr. Metzger's spouse
as to which Mr. Metzger disclaims beneficial ownership, and 1,500 shares of
Genlyte Common Stock which may be acquired upon the exercise of options
which are presently exercisable.
(6) Includes 32,700 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(7) Includes 4,750 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(8) Includes 4,750 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(9) Includes an aggregate of 15,500 shares of Genlyte Common Stock owned by the
spouses of certain of Genlyte's executive officers and directors as to
which each such executive officer or director disclaims beneficial
ownership and 87,950 shares of Genlyte Common Stock which may be acquired
upon the exercise of options which are presently exercisable.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors was comprised during
fiscal 2002 of Mr. David M. Engelman, Mr. Frank Metzger and Mr. Robert Nixon,
with Mr. Metzger serving as Chairman. All Committee members are outside
directors. The Committee reviews and recommends the compensation arrangements
for all executive officers, approves such arrangements for other senior level
employees, and administers and takes such other actions as may be required in
connection with certain compensation plans of Genlyte and its operating
subsidiaries. The Board of Directors reviews and approves recommendations made
by the Compensation Committee relating to the compensation of Genlyte's
executive officers.

The Compensation Committee has prepared the following report with respect
to executive compensation at Genlyte.

COMPENSATION PHILOSOPHY

Genlyte and Genlyte Thomas Group's compensation philosophy is to
provide competitive pay for competitive performance and superior pay for
superior performance. Genlyte and Genlyte Thomas Group seek to ensure that its
executive compensation programs and policies relate to and support its overall
objective to enhance stockholder value through the profitable management of its
operations. To achieve this goal, the following objectives serve as guidelines
for compensation decisions:

o Provide a competitive total compensation framework that enables
Genlyte to attract, retain and motivate key executives who will
contribute to Genlyte and Genlyte Thomas Group's success;

o Ensure that compensation programs are linked to performance on both an
individual and operating unit level; and

o Align the interests of employees with the interests of stockholders by
encouraging employee stock ownership.

COMPONENTS OF COMPENSATION

Genlyte and Genlyte Thomas Group's compensation strategy incorporates
a combination of cash and equity-based compensation as follows:

o A performance management system that relates individual base salary
changes to a formal process in which individual performance is
reviewed, discussed and evaluated.

o Short-term incentive programs that provide executives with the
opportunity to add substantial variable compensation to their annual
base salaries through attainment of specific, measurable goals
intended to encourage high levels of organizational performance and
superior achievement of individual objectives. These short-term
incentive payments for 2002 were made during the first quarter of
calendar 2003.

o Long-term incentive opportunities in the form of stock options in
which rewards are linked directly to stockholder gains: The Company
believes that its Stock Option plan is a way to attract, retain and
motivate employees. Stock options offer a long-term incentive for
employees to reach performance objectives creating ownership attitudes
and enhancing shareholder value. These long-term incentive payments in
the form of stock option grants were made during the first quarter of
calendar 2003.

For fiscal year 2002, Genlyte's compensation programs consisted of:

BASE SALARY

Salary pay levels at Genlyte and Genlyte Thomas Group are competitive
with the marketplace. The Compensation Committee uses commercially published
surveys prepared by established compensation consulting firms to assure that
base compensation levels are positioned relative to the range that is generally
paid to executives having similar levels of experience and responsibility at
companies of comparable size and complexity. Data is drawn from the electric
lighting equipment and supply industry as well as general industry survey data.
Consideration is also given to other factors such as individual performance and
potential. From December 1, 2001 through December 1, 2002, salaried employees
earning base salary in excess of $60,000 annually participated in a salary
freeze.

SHORT-TERM INCENTIVES

Executives and key employees of Genlyte and Genlyte Thomas Group
participate in a short-term incentive program which rewards the achievement of
profit and profit-related objectives. These employees are afforded an
opportunity to earn substantial variable compensation each year through
participation in the Management Incentive Compensation (MIC) Program.

This program combines elements of profit sharing, in which total management
performance is rewarded only to the extent also realized by stockholders as
measured in Earnings Per Share (EPS), Earnings Before Interest and Taxes (EBIT),
and Return on Capital Employed (ROCE), and in terms of individual performance,
as measured by achievement of specific, measurable goals established by
participants and approved by management. Funding for MIC awards is
formula-driven based on achievement of financial goals for each operating unit.
The Board of Directors reviews and approves profit and profit-related objectives
at the beginning of each year.

By policy, the level of funding which results from the MIC formulas cannot
be modified and the total pay out of awards for all MIC participants is limited
to 15 percent of Genlyte's profit before taxes each year. In order to maximize
results, objectives are typically established at a level of performance above
normal expectations. Consideration is also given to past financial performance
as a means to ensure that consistent and sustained business results are
achieved. Actual individual MIC awards are dependent upon three factors: (1) the
requirement that stated objectives be met by both individual participants and
their operating units; (2) the relative success and extent to which those
objectives are achieved; and (3) the participant's relative level within the
organization as determined annually according to policy guidelines.

In 2002, the Compensation Committee and the Board of Directors reviewed and
approved the renewal of the MIC Program, related policies, and all recommended
MIC awards.

LONG-TERM INCENTIVES

Genlyte believes that the interests of stockholders and executives become
more closely aligned when such executives are provided the opportunity to
acquire a proprietary interest through ownership of Common Stock. Through the
Genlyte 1998 Stock Option Plan and as proposed under the Genlyte 2003 Stock
Option Plan (see Annex A) subject to shareholder approval, officers and key
employees are granted options to purchase Genlyte stock and maintain significant
share ownership within the parameters of the program. Most gains are exercisable
in installments commencing two years after the date of grant. The exercise price
of options is set, and has at all times in the past been set, at fair market
value, or book value whichever is higher.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE GENLYTE 2003 STOCK OPTION
PLAN.

BENEFITS

Genlyte Thomas Group generally assumed all Genlyte benefit plans and other
benefit liabilities relating to former Genlyte employees. All executive officers
have participated in the same pension, health and benefit programs generally
available to other employees who were not the subject of collective bargaining
agreements. Additionally, for a period of six to eighteen months following the
closing of Genlyte Thomas Group transaction (the "transition period"), certain
tax-qualified salaried and clerical Thomas employees continued to participate in
certain tax-qualified Thomas Retirement plans. With the conclusion of the
transition period, effective January 1, 2000, these former Thomas salaried and
clerical employees began participating in the retirement plans of Genlyte Thomas
Group that have been modified to provide an integrated retirement program, and
their account balances under the Thomas plans have been transferred to the
appropriate plan or plans of the Genlyte Thomas Group.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Powers served as Chief Executive Officer of Genlyte and Genlyte Thomas
Group in 2002 at a salary of $450,000 per annum. Mr. Powers received $419,465 in
incentive compensation for 2002 recognizing a significant improvement in the EPS
over the prior year, as well as the level of achievement of Mr. Powers'
individual objectives. In 2002, the Compensation Committee recommended and the
Board of Directors approved stock option grants of 50,000 shares for Mr. Powers
in recognition of its assessment of his ability to enhance the long-term value
of Genlyte for the stockholders. These grants were consistent with the overall
design of the option program.

Mr. Powers' base salary is evaluated on a biennial basis by the
Compensation Committee of the Board of Directors which recommends any action
required to the full Board of Directors.

Effective January 1, 2001, the Compensation Committee recommended and
the Board of Directors approved a $50,000/year salary increase for Mr. Powers
representing a performance merit increase salary adjustment for each of the next
two years based on a formal analysis of competitive base salaries in like
industries. Mr. Powers, along with all salaried employees with base salary in
excess of $60,000 annually, were on a salary freeze from December 1, 2001 to
December 1, 2002. Mr. Powers next salary review is scheduled for January 1,
2004.

CONCLUSION

In summary, the Compensation Committee continued its policy in fiscal year
2002 of linking executive compensation to Genlyte performance. The outcome of
this process is that stockholders receive a fair return on their investment
while executives are rewarded in an appropriate manner for meeting or exceeding
performance objectives. The Committee believes that Genlyte's compensation
levels adequately reflect the Company's philosophy of providing competitive pay
for competitive performance and superior pay for superior performance. Likewise,
the Committee believes that the Company's executive compensation programs and
policies are supportive of its overall objective to enhance stockholder value
through the profitable management of its operations.

Frank Metzger, Chairman
Robert Nixon
David M. Engelman

AUDIT COMMITTEE REPORT

The responsibilities of the Audit Committee, which are set forth in the
Audit Committee Charter adopted by the Board of Directors (a copy of which is
attached to this Proxy Statement as Appendix A) include providing oversight to
the Genlyte Group and Genlyte Thomas Group LLC (Company) financial reporting
process through periodic meetings with the Company's independent auditors and
management to review accounting, auditing, internal controls, and financial
reporting matters. The management of the Company is responsible for the
preparation and integrity of the financial reporting information and related
systems of internal controls. The Audit Committee, in carrying out its role,
relies on the Company's senior management, including senior financial
management, and its independent auditors.

We have reviewed and discussed with senior management the Company's audited
financial statements included in the 2002 Annual Report to Shareholders.
Management has confirmed to us that such financial statements (i) have been
prepared with integrity and objectivity and are the responsibility of management
and (ii) have been prepared in conformity with accounting principles generally
accepted in the United States.

We have discussed with Ernst & Young LLP, our independent auditors, the
matters required to be discussed by SAS 61 (Communications with Audit
Committee). SAS 61 requires our independent auditors to provide us with
additional information regarding the scope and results of their audit of the
Company's financial statements with respect to (i) their responsibility under
auditing standards generally accepted in the United States, (ii) significant
accounting policies, (iii) management judgments and estimates, (iv) any
significant audit adjustments, (v) any disagreements with management, and (vi)
any difficulties encountered in performing the audit.

We have received from Ernst & Young LLP a letter providing the disclosures
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) with respect to any relationships between
Ernst & Young LLP and the Company that in its professional judgment may
reasonably be thought to bear on independence. Ernst & Young LLP has discussed
its independence with us and has confirmed in such letter that, in its
professional judgment, it is independent of the Company within the meaning of
the federal securities laws. The Audit Committee has advised the Company it has
determined that the non-audit services rendered by the Company's independent
auditors during the Company's most recent fiscal year are compatible with
maintaining the independence of such auditors.

Based on the review and discussions described above with respect to the
Company's audited financial statements included in the Company's 2002 Annual
Report to Shareholders, we have recommended to the Board of Directors that such
financial statements be included in the Company's Annual Report on Form 10-K.

As specified in the Audit Committee Charter, it is not the duty of the
Audit Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and in accordance with accounting
principles generally accepted in the United States. That is the responsibility
of management and the Company's independent auditors. In giving our
recommendation to the Board of Directors, we have relied on (i) management's
representation that such financial statements have been prepared with integrity
and objectivity and in conformity with accounting principles generally accepted
in the United States and (ii) the report of the Company's independent auditors
with respect to such financial statements.

David Engelman, Chairman
Frank Metzger
Robert D. Nixon

INDEPENDENT AUDITORS

Selection of the independent auditors is made by the Board of Directors
upon consultation with the Audit Committee. The Corporation's independent public
accountants for fiscal year ended December 31, 2002, were Ernst & Young LLP
("Arthur Andersen"). A representative of Ernst & Young LLP, the Company's
auditor for 2002, is expected to be present at the Annual Meeting and will have
an opportunity to respond to appropriate questions and make a statement if
desired to do so.

Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP as Genlyte and Genlyte Thomas Group LLC's principal
independent public accountants for the year 2003.

AUDIT FEES

The Company estimates that the aggregate fees billed by its independent
auditors for professional services rendered in connection with (i) the audit of
the Company's annual financial statements set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and (ii) the review of
the Company's quarterly financial statements set forth in the Company's
Quarterly Reports on Form 10-Q for the four quarters were $338,071.

AUDIT RELATED FEES

The Company estimates that the aggregate fees for audit related services of
the corporation were $131,903. These fees consist mainly of audits of the
Company's Defined Benefit and Contribution Plans and related compliance
documents.

TAX RELATED FEES

The Company estimates that the aggregate fees for tax services of the
corporation were $128,580. These fees consist mainly of federal and
international tax planning, tax return preparation and related tax assistance,
statutory audits and tax services for foreign divisions.

ALL OTHER FEES

The Company paid no fees in this category for the most recent fiscal year.

EXECUTIVE COMPENSATION

The following table sets forth information concerning annual, long-term and
other compensation for services in Genlyte Thomas Group of those persons who
were, on December 31, 2002, Genlyte Thomas Group' (i) chief executive officer
and (ii) other four most highly compensated executive officers (together, the
"Named Officers"):

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------
AWARDS PAYOUT
ANNUAL COMPENSATION -------- --------
----------------------------------------- STOCK ALL
NAME AND OTHER OPTIONS/ OTHER
PRINCIPAL POSITION YEAR SALARY ($) MIC ($) COMP ($)(1) SARS (#) COMP ($)
- ------------------- ---- ---------- ------- ----------- -------- --------

Larry K. Powers. . . . . . 2002 450,000 419,465 8,950(2,3) 50,000 0
Chairman, President 2001 450,000 346,163 9,020(2,3) 60,000(5) 0
& CEO 2000 400,000 394,380 7,820(2,3) 0(6) 0

Zia Eftekhar . . . . . . . 2002 250,000 301,928 7,750(2,3) 20,000 0
President 2001 250,000 318,450 7,700(2,3) 17,500(5) 0
Lightolier Division 2000 230,000 329,928 5,100(2,3) 0(6) 482,652(7)

William G. Ferko . . . . . 2002 220,000 165,835 11,350(3,4) 20,000 0
Vice President 2001 220,000 138,465 9,690(3,4) 10,000(5) 0
Chief Financial Officer 2000 202,308 152,118 11,166(3,4) 0(6) 0

Ronald D. Schneider. . . . 2002 197,000 85,844 11,350(3,4) 10,000 0
Vice President 2001 197,000 75,260 9,690(3,4) 5,000(5) 0
Operations 2000 194,000 82,632 11,166(3,4) 0(6) 0

Raymond L. Zaccagnini. . . 2002 172,500 98,916 11,350(3,4) 10,000 0
Vice President 2001 172,500 87,985 9,690(3,4) 5,000(5) 0
Administration 2000 168,750 97,656 11,166(3,4) 0(6) 0
Secretary

- -------------------
(1) The named executive officers received certain perquisites not exceeding
$7,000.
(2) Director's fees for Canlyte, Inc., converted to US dollars.
(3) Represents matching contributions made to the Retirement Savings and 401(k)
Investment Plan.
(4) Represents discretionary Performance Plus contributions made to the
Retirement Savings and Investment Plan.
(5) A certain portion of these options were actually granted in February 2001
after review of Company and individual performances with respect to fiscal
year 2000 as follows: Mr. Powers - 25,000 shares; Mr. Eftekhar - 10,000
shares; Mr. Ferko - 10,000 shares; Mr. Schneider - 5,000 shares; Mr.
Zaccagnini - 5,000 shares.
(6) See footnote 5.
(7) Includes service and interest expense accrual of $482,402 for Supplemental
Employee Retirement Benefit Plan.

OPTION GRANTS

Shown below is further information on grants of stock options pursuant to
the 1998 Stock Option Plan that were granted in 2002.

POTENTIAL REALIZABLE
VALUE OF ASSUMED
% OF ANNUAL RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM(2)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ----- ------- ------------ ----------- ---------- ----------- -----------

Larry K. Powers. . . . . . . . . . 50,000 18.1 31.10 2/14/09 663,652 1,476,678
Zia Eftekhar . . . . . . . . . . . 20,000 7.3 31.10 2/14/09 253,461 590,671
William G. Ferko . . . . . . . . . 20,000 7.3 31.10 2/14/09 253,461 590,671
Ronald D. Schneider. . . . . . . . 10,000 3.6 31.10 2/14/09 126,730 295,336
Raymond L. Zaccagnini. . . . . . . 10,000 3.6 31.10 2/14/09 126,730 295,336

- -----------------
(1) These options were granted to the Named Officer on the date seven years
prior to the indicated expiration date and are exercisable at the rate of
50% per year commencing two years after the date of grant. In the event of
certain mergers, consolidations or reorganizations of Genlyte or any
disposition of substantially all the assets of Genlyte or any liquidation
or dissolution of Genlyte, then in most cases all outstanding options not
exercisable in full shall be accelerated and become exercisable in full for
a period of 30 days. In addition, in the event of certain changes in
control of Genlyte or of its Board of Directors, then any outstanding
option not exercisable in full shall in most cases be accelerated and
become exercisable in full for the remaining term of the option.
(2) Realizable value is shown net of option exercise price, but before taxes
associated with exercise. These amounts represent assumed compounded rates
of appreciation and exercise of the options immediately prior to the
expiration of their term. Actual gains, if any, are dependent on the future
performance of the Common Stock, overall stock market conditions, and the
optionee's continued employment through the exercise period. The amounts
reflected in this table may not necessarily be achieved.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Shown below is information with respect to the exercised/unexercised
options to purchase Genlyte's Common Stock granted in fiscal 2002 and prior
years under Genlyte's 1998 Stock Option Plans to the Named Officers and held by
them on December 31, 2002.

OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2002 AND FY-END OPTION VALUES

VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT FY-END (#) FY-END ($)(1)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------

Larry K. Powers . . . . . . 39,800 759,201 20,200 110,000 217,756 304,100
Zia Eftekhar. . . . . . . . 28,000 635,529 7,500 37,500 80,850 81,275
William G. Ferko . . . . . -- -- 20,000 30,000 388,500 62,700
Ronald D. Schneider . . . . 7,010 172,573 2,250 15,000 24,255 31,350
Raymond L. Zaccagnini . . . 4,750 111,653 2,250 15,000 24,255 31,350

- ------------------
(1) Based upon the 12/31/02 closing price of $31.16 for Genlyte stock on the
NASDAQ National Market System. Realizable value is shown net of option
exercise price, but before taxes associated with exercise.

RETIREMENT PLAN

During fiscal 2002, Messrs. Eftekhar and Powers were participants in a
qualified noncontributory defined benefit plan (the "Retirement Plan"). The
Retirement Plan was amended effective January 1, 2000 to freeze the benefits of
all participants except "grandfathered participants" based on age and service as
of December 31, 1999. Commencing in 2000, participants whose benefits were
frozen became eligible for matching contributions and discretionary
contributions under the Genlyte Thomas Group Retirement Savings and Investment
Plan (the "Savings Plan"), a defined contribution 401(k) plan. Participants who
met certain age and service requirements as of December 31, 1999, the
"grandfathered participants," will continue to participate in the Retirement
Plan. "Grandfathered participants" will be eligible for matching contributions
but not discretionary contributions under the Savings Plan. Messrs. Powers and
Eftekhar, as grandfathered participants, will remain active participants in the
Retirement Plan.

AVERAGE COMPENSATION YEARS OF SERVICE AT RETIREMENT(2)
AT RETIREMENT 5 10 15 20 25 OR MORE
- --------------------- -------------------------------------------------------

$50,000 . . . . . . . . . . . . . . . . . 3,151 6,302 9,452 12,603 15,754
$100,000 . . . . . . . . . . . . . . . . . 7,401 14,802 22,202 29,603 37,004
$150,000 . . . . . . . . . . . . . . . . . 11,651 23,302 34,952 46,603 58,254
$172,000(3). . . . . . . . . . . . . . . . 14,201 28,402 42,602 56,803 71,004
Greater than $172,000(3) . . . . . . . . . 14,201 28,402 42,602 56,303 71,004

- ----------------
(1) For employees retiring at ages under 65, the estimated annual benefits
would be lower.
(2) The amounts are based on the formula which became effective January 1,
1995.
(3) In accordance with the Retirement Plan as amended to reflect the maximum
allowable compensation as provided under IRS Section 401(a)(17), such
maximum annual compensation is $160,000 for 1999, $170,000 for 2000 and
2001 and $200,000 for 2002 and 2003. Therefore, the highest possible final
average compensation for a participant retiring in 2003 is $180,000.
However, any accrued benefit as of December 31, 1994 which is based on
compensation in excess of $150,000 for years prior to 1994 will be
protected.

Remuneration covered by the Retirement Plan in a particular year includes
(1) that year's salary (base pay, overtime and commissions), and (2)
compensation received in that year under the Management Incentive Compensation
Plan. The 2002 remuneration covered by the Retirement Plan includes, for the
recipients thereof, Management Incentive Compensation paid during 2002 with
respect to 2001 awards.

For each of the following Named Officers of Genlyte Thomas Group, the
remuneration received during 2002 and the credited years of service under the
Retirement Plan, as of December 31, 2002, recognized by the Retirement Plan
were, respectively, as follows:

YEARS OF
NAME COMPENSATION SERVICE
------------------------------------------------------------------
LARRY K. POWERS $200,000* 23

ZIA EFTEKHAR $200,000* 34

----------------
* As limited by the maximum allowable compensation provided under Code
401 (a)(17) of $200,000 for 2002.

Pension benefits at age 65 (normal retirement age) for active participants
as of January 1, 2003 are calculated as follows: 1.2% of final five-year average
pay up to covered compensation level, plus 1.7% of final five-year average pay
over the covered compensation level, multiplied by the total years of recognized
service, to a maximum of 25 years. All such participants will receive the
greater of their benefit under the new formula or the benefit accrued under a
prior plan formula as of December 31, 1994. In addition, certain maximum benefit
limitations are incorporated in the Retirement Plan. The final five-year average
pay is determined by taking the average of the highest consecutive five-year
period of earnings within a ten-year period prior to retirement. The term
"covered compensation," as defined by the Internal Revenue Service, refers to
the 35-year average of the Social Security taxable wage bases applicable to a
participant for each year projected to Social Security normal retirement age.

EMPLOYMENT PROTECTION AGREEMENTS

Genlyte has entered into contracts with a group of key employees, including
Messrs. Powers, Eftekhar, Ferko, Schneider, and Zaccagnini, that become
effective if the employee is employed on the date a change of control (as
defined in the agreement) occurs and that provide each such employee with a
guarantee that his duties, compensation and benefits will generally continue
unaffected for two (2) years following the change of control. In the event that
an eligible employee's employment is terminated without cause by Genlyte or if
the employee is constructively terminated within two (2) years following the
change of control, such employee will receive either ( i ) the sum of (x) two
(2) times the aggregate amount of his then current base salary, plus (y) two (2)
times the average of his last three (3) annual awards paid under Genlyte' s
Management Incentive Compensation Plan plus (z) the present value of any
unvested benefits under Genlyte's qualified plans and the annual cost of the
employee's participation in all employee benefit plans of Genlyte or (ii) if it
would result in the employee receiving a greater net-after tax amount, a lesser
amount equal to the amount that produces the greatest net-after tax amount for
the employee. (An employee will be treated as having been constructively
terminated if he quits after being removed from office or demoted, his
compensation or benefits are reduced, his duties are significantly changed, his
ability to perform his duties is substantially impaired or his place of
employment is relocated a substantial distance from his principal residence.)
These agreements will continue in effect at least until December 31, 2003 and
automatically renew for an additional year as of each January 1, unless Genlyte
or the employee provides sixty (60) days written notice of non-renewal prior to
such January 1.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Genlyte's directors and executive officers, and persons who own more than ten
percent of Genlyte's Common Stock, to file with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of Genlyte. Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish Genlyte with copies of all Section 16(a) reports they file. During 2002,
to the knowledge of the Corporation, all Section 16(a) filing requirements
applicable to its Officers, Directors, and greater than ten percent beneficial
owners were complied with.

APPROVAL OF THE GENLYTE 2003 STOCK OPTION PLAN

BACKGROUND

The Board of Directors of Genlyte has adopted The Genlyte 2003 Stock Option
Plan (the "2003 Plan") subject to the approval of the stockholders at the Annual
Meeting.

The proposed 2003 Plan, if approved, will be effective April 24, 2003 and
will replace the Genlyte 1998 Stock Option Plan (the "1998 Plan"), which
currently authorizes Genlyte to grant options until the plan expires on March
19, 2003. As of February 13, 2003, there were a total of 1,244,560 shares
granted under the 1998 Plan.

To be approved, the 2003 Plan requires the affirmative vote of a majority
of the shares of Genlyte Common Stock present or represented by proxy at the
Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE PROPOSAL TO ADOPT THE 2003 PLAN.

The complete text of the 2003 Plan is set forth as Annex A to this Proxy
Statement. The following summary of the material features of the 2003 Plan does
not purport to be complete and is qualified in its entirety by reference to
Annex A.

PURPOSE OF PLAN

The purpose of the 2003 Plan is to enhance the profitability and value of
Genlyte and its affiliates for the benefit of stockholders by enabling Genlyte
(i) to offer employees of Genlyte and its affiliates, stock based incentives,
thereby creating a means to raise the level of stock ownership by employees in
order to attract, retain and reward such employees and align their interests
with those of Genlyte's stockholders, and (ii) to make equity based incentive
available to non-employee directors ("Outside Directors") thereby creating a
similar opportunity to attract, retain and reward such Outside Directors and
strengthen the mutuality of interests between the Outside Directors and
Genlyte's stockholders.

ELIGIBILITY

Employees of Genlyte and its 25 percent or more owned Affiliates are
eligible to be granted options under the 2003 Plan. In addition, Outside
Directors of Genlyte will receive non-discretionary options of Common Stock
under the 2003 Plan.

ADMINISTRATION

The 2003 Plan is to be administered by the Compensation Committee of the
Genlyte Board of Directors (the "Committee"), which is intended to be comprised
solely of two or more directors qualifying as "outside directors" under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and
"non-employee" directors under Rule 16b-3 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Committee will have full authority
and discretion, subject to the terms of the 2003 Plan, to determine those
individuals, other than Outside Directors, eligible to receive options and the
amount and type of options. Terms and conditions of options will be set forth in
written grant agreements, the terms of which will be consistent with the terms
of the 2003 Plan. Options under the 2003 Plan may not be granted on or after May
1, 2008, but options granted prior to such date may extend beyond that date.

The 2003 Plan provides for the grant to eligible employees of stock
options, which may be either incentive stock options or non-qualified stock
options. The 2003 Plan also provides for the non-discretionary award of
non-qualified options to Outside Directors of Genlyte.

AVAILABLE SHARES

A maximum of 2,000,000 shares of Common Stock may be issued pursuant to the
2003 Plan. The maximum number of shares of Common Stock subject to stock options
that may be granted to any individual under the 2003 Plan shall be 150,000 for
any fiscal year of Genlyte during the term of the 2003 Plan.

In general, upon the termination, cancellation or expiration of an option,
the unissued shares of Common Stock subject to such options will again be
available for issuance under the 2003 Plan, but will still count against any
specified individual limits.

AMENDMENTS

The 2003 Plan provides that it may be amended by the Board of Directors,
except that no such amendment, without stockholder approval to the extent such
approval is required by the applicable provisions of Rule 16b-3 of the Exchange
Act or for the exception for performance-based compensation under Section 162(m)
of the Code or to the extent applicable to incentive stock options under Section
422 of the Code, may increase the aggregate number of shares of Common Stock
reserved for issuance or the maximum individual limits for any fiscal year,
change the classification of employees and Outside Directors eligible to receive
options, decrease the minimum option price of any option, extend the maximum
option period under the 2003 Plan, or change any rights with respect to Outside
Directors. Furthermore, in no event may the plan be amended without the approval
of the stockholders of Genlyte to increase the aggregate number of shares of
Common Stock that may be issued under the plan, decrease the minimum option
price of any option, or to make any other amendment that would require
stockholder approval under the rules of any exchange or system on which
Genlyte's securities are listed or traded.

EXERCISE OF OPTIONS

Unless determined otherwise by the Committee at the time of grant, upon a
Change in Control (as defined in the 2003 Plan), any unvested options will
automatically become 100% vested and exercisable. However, unless otherwise
determined by the Committee at the time of grant or thereafter, no acceleration
of exercisability shall occur with regard to certain options that the Committee
reasonably determines in good faith prior to a Change in Control will be honored
or assumed or new rights substituted therefor by a participant's employer
immediately following the Change in Control.

Subject to certain limited post-employment exercise periods and vesting in
certain instances, both of which are additionally within the discretion of the
Committee, options to a Participant under the 2003 Plan are forfeited upon any
termination of employment. Options will be non-assignable (except by will or the
laws of descent and distribution and except as determined by the Committee with
regard to non-qualified options granted to employees) and will have such terms
and will terminate upon such conditions as may be contained in individual option
agreements.

OPTION GRANTS TO EMPLOYEES

Under the 2003 Plan, the Committee may grant options to eligible employees
in the form of incentive stock options or non-qualified stock options. The
Committee will, with regard to each stock option, determine the number of shares
subject to the option, the term of the option (which shall not exceed seven (7)
years, provided, however, that the term of an incentive stock option granted to
a 10% stockholder of Genlyte and its parent and Affiliates shall not exceed five
(5) years), the exercise price per share of stock subject to the option, the
vesting schedule (if any), and the other material terms of theoption. No option
may have an exercise price less than the Fair Market Value of the Common Stock
at the time of grant (or, in the case of an incentive stock option granted to a
10% stockholder of Genlyte and its parent and Affiliates, 110% of Fair Market
Value). Notwithstanding the foregoing, if an option is modified, extended or
renewed and, thereby, deemed to be the issuance of a new option under the Code,
the exercise price of the option may continue to be the original price even if
less than the Fair Market Value of the Common Stock at the time of such
modification, extension or renewal, but would no longer be an Incentive Stock
Option.

The option price upon exercise may, to the extent determined by the
Committee at or after the time of grant, be paid by a participant in cash, in
shares of Common Stock owned by the participant (held by the participant for a
period of at least 6 months and otherwise free and clear of any liens and
encumbrances), or by such other method as is approved by the Committee. All
options may be made exercisable in installments, and the exercisability of
options may be accelerated by the Committee. The Committee may at any time offer
to buy an option previously granted on such terms and conditions as the
Committee shall establish. The Committee may in its discretion reprice options
or substitute options with lower exercise prices in exchange for outstanding
options

that are not incentive stock options, provided that the exercise price of the
substitute options or repriced options shall not be less than the Fair Market
Value at the time of such repricing or substitution. Options may also, at the
discretion of the Committee, provide for "reloads," whereby a new option is
granted for the same number of shares as the number of shares of Common Stock
used by the participant to pay the option price upon exercise.

OPTIONS GRANTED TO OUTSIDE DIRECTORS

Under the 2003 Plan, each Outside Director (a director who is not also an
employee of Genlyte) shall be granted (i) non-qualified options to purchase
10,000 shares of Common Stock as of the date the Outside Director is first
elected as a director on the Board and (ii) options to purchase 5,000 shares of
Common Stock upon each subsequent occasion on which the Outside Director is
reelected, on or after the effective date of this Plan (which, if approved by
the stockholders shall be the date of such approval), as director by the Genlyte
stockholders (and provided he or she is still an Outside Director). No further
options will be granted to an Outside Director after his or her initial grant
under the 2003 Plan if he or she does not hold at least 3,000 shares of Common
Stock at the time of the succeeding grant. Options granted to Outside Directors
shall be non-qualified options.

The purchase price of such options shall be 100% of the Fair Market Value
of the Common Stock at the time of grant, and the options shall vest and shall
become exercisable fifty percent after two (2) years and one hundred percent
(100%) after three (3) years following the date of grant. Payment of the
exercise price of such options may be made in cash, shares of Common Stock, or a
combination thereof or by such other method as approved by the Board. Outside
Directors' options shall expire on the seventh anniversary of the date of grant.
If a director is terminated for Cause (as that term is defined in the 2003
Plan), or if Genlyte obtains or discovers information after such director ceases
to serve that such director engaged in conduct that would have justified a
removal for Cause, all outstanding options of such director shall immediately
terminate.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion of the principal U.S. federal income tax
consequences with respect to options under the 2003 Plan is based on statutory
authority and judicial and administrative interpretations as of the date of this
Proxy Statement, which are subject to change at any time (possibly with
retroactive effect). This discussion is limited to the U.S. federal income tax
consequences to individuals who are citizens or residents of the U.S., other
than those individuals who are taxed on a residence basis in a foreign country.
The U.S. federal income tax law is technical and complex and the discussion
below represents only a general summary.

NON-QUALIFIED OPTIONS. Generally, no income will be recognized by the
recipient at the time of the grant of a non-qualified stock option. Upon
exercise of the option, the amount by which the Fair Market Value of the Common
Stock on the date of exercise exceeds the option exercise price will be taxable
to the recipient as ordinary income. The subsequent disposition of shares
acquired upon exercise of a non-qualified stock option will ordinarily result in
a capital gain or loss.

Except with respect to Outside Directors, the ordinary income recognized
with respect to the transfer of shares upon exercise of a non-qualified stock
option under the 2003 Plan will be subject to both wage withholding and
employment taxes, if applicable.

Generally, a recipient's tax basis in the shares of Common Stock received
on exercise of a non-qualified stock option will be equal to the amount of any
cash paid on exercise plus the amount of ordinary income recognized by such
individual as a result of the receipt of such shares. Upon a subsequent sale of
the shares of Common Stock by the optionee, the optionee will recognize
short-term or long-term capital gain or loss, depending upon his or her holding
period for such Common Stock.

Genlyte generally will be entitled, subject to the possible application of
Sections 162(m) and 280G of the Code, as discussed below, to a tax deduction in
connection with the recipient's exercise of a non-qualified stock option in an
amount equal to the income recognized by the recipient.

INCENTIVE STOCK OPTIONS. Under current federal tax laws, the grant of an
incentive stock option can be made solely to employees. A participant who is
granted an incentive stock option generally does not recognize

taxable income at the time of the grant or exercise of the option. Similarly,
Genlyte generally is not entitled to a tax deduction at the time of the grant or
exercise of the option. However, the amount by which the fair market value of
the stock acquired pursuant to an incentive stock option exceeds the exercise
price of an option is an adjustment item for purposes of the alternative minimum
tax. The aggregate Fair Market Value of Common Stock (determined at the date of
grant) with respect to which incentive stock options can be exercisable for the
first time by a recipient during any calendar year cannot exceed $100,000. Any
excess will be treated as a non-qualified stock option. If (i) the participant
makes no disposition of the shares acquired pursuant to an incentive stock
option within two years from the date of grant or within one year from the
exercise of the option, and (ii) at all times during the period beginning on the
date of the grant of the option and ending on the day three months before the
date of such exercise the participant was an employee of either Genlyte or its
affiliates, any gain or loss realized on a subsequent disposition of shares will
be treated as a long-term capital gain or loss. Under such circumstances,
Genlyte will not be entitled to any deduction for federal income tax purposes.
If the Common Stock is held for more than 18 months after the date of exercise,
the holder will be taxed at the lowest rate applicable to capital gains for such
holder. If the participant disposes of the shares before the later of such dates
or was not employed by Genlyte or its affiliates during the entire applicable
period, the participant will have ordinary income equal to the difference
between the exercise price of the shares and the market value of the shares on
the date of exercise and Genlyte will be entitled to a corresponding tax
deduction, subject to the application of Sections 162(m) and 280G of the Code.

PARACHUTE PAYMENTS. In the event that the exercisability of any option
under the 2003 Plan is accelerated because of a change in ownership (as defined
in Code Section 280G(b)(2)), payments relating to the options, either alone or
together with any other payments may constitute excess parachute payments under
Section 280G of the Code, which, subject to certain exceptions, a portion of
such payments would be nondeductible to Genlyte and the recipient would be
subject to a 20% excise tax on such portion of the payment.

Code Section 162(m). Section 162(m) of the Code denies a deduction to any
publicly held corporation for compensation paid to certain "covered employees"
in a taxable year to the extent that such compensation exceeds $1,000,000.
"Covered employees" are a Company's chief executive officer on the last day of
the taxable year and any other individual whose compensation is required to be
reported to stockholders under the Exchange Act by reason of being among the
four most highly compensated officers (other than the chief executive officer)
for the taxable year and who are employed on the last day of the taxable year.
Compensation paid under certain qualified performance-based compensation
arrangements, which (among other things) provide for compensation based on
pre-established performance goals established by the Committee that is comprised
solely of two or more "outside directors," is not considered in determining
whether a "covered employee's" compensation exceeds $1,000,000. It is intended
that certain options under the 2003 Plan will satisfy the requirements of
Section 162(m) of the Code for performance-based compensation so that the income
recognized in connection with the options thereunder will not be included in a
"covered employee's" compensation for the purpose of determining whether such
covered recipient's compensation exceeds $1,000,000. As of the date of this
Proxy Statement, Genlyte has no "covered employees" with compensation in excess
of $1,000,000.

The 2003 Plan is not subject to any of the requirements of the Employee
Retirement Income Security Act of 1974, as amended. The 2003 Plan is not, nor is
it intended to be, qualified under Section 401(a) of the Code.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Mr. Zia Eftekhar inadvertently failed to file on a timely basis one or more
Form 4 reports of changes in beneficial ownership in connection with his
ownership of Genlyte common stock and his exercise of options to purchase
Genlyte common stock during 2002. However, Mr. Eftekhar noted such changes in a
timely Form 5 filing.

2004 PROPOSALS BY HOLDERS OF GENLYTE COMMON STOCK

Any proposal which a stockholder of Genlyte desires to have included in the
proxy statement relating to the 2004 Annual Meeting of Stockholders (now
scheduled for 10:00 a.m. Thursday April 22, 2004 at the executive offices of
Genlyte in Louisville) must be received by Genlyte at its executive offices by
no later than November 16, 2003. The executive offices of Genlyte are located at
10350 Ormsby Park Place, Suite 601, Louisville, KY 40223.

COMPARATIVE STOCK PERFORMANCE

The graph below compares the cumulative total return on the Common Stock of
Genlyte with the cumulative total return on the NASDAQ Stock Market Index (U.S.
companies) and the Electric Lighting & Wiring Equipment Index (SIC Group 364)
from December 31, 1997(1). The graph assumes the investment of $100 in Genlyte
Common Stock, the NASDAQ Stock Market Index, and the Electric Lighting & Wiring
Equipment Index on January 1, 1998.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG THE GENLYTE GROUP,
NASDAQ MARKET INDEX AND SIC CODE INDEX

[PERFORMANCE GRAPH]

ASSUMES $100 INVESTED ON JAN. 1, 1998
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2002

- --------------
(1) Total return calculations for the NASDAQ Stock Market Index, Electric
Lighting & Wiring Equipment Index (consisting of approximately 16
companies), and Genlyte Stock were performed by Media General Financial
Services.

EXPENSES AND OTHER MATTERS

EXPENSES OF SOLICITATION

Genlyte will pay the costs of preparing, assembling and mailing this proxy
statement and the material enclosed herewith. Genlyte has requested brokers,
nominees, fiduciaries and other custodians who hold shares of its common stock
in their names to solicit proxies from their clients who own such shares and
Genlyte has agreed to reimburse them for their expenses in so doing.

In addition to the use of the mails, certain officers, directors and other
employees of Genlyte, at no additional compensation, may request the return of
proxies by personal interview or by telephone or telegraph.

OTHER ITEMS OF BUSINESS

The Board of Directors does not intend to present any further items of
business to the meeting and knows of no such items which will or may be
presented by others. However, if any other matter properly comes before the
meeting, the persons named in the enclosed proxy form will vote thereon in such
manner as they may in their discretion determine.

By Order of the Board of Directors,

/s/ R. L. Zaccagnini

R. L. ZACCAGNINI Secretary

March 19, 2003

[This Page Intentionally left Blank]

ANNEX A
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GENLYTE 2003 STOCK OPTION PLAN

SECTION 1 PURPOSE

The purpose of the Genlyte 2003 Stock Option Plan (the "Plan") is to
enhance the profitability and value of The Genlyte Group Incorporated, a
Delaware corporation (the "Corporation"), and its Affiliates for the benefit of
its stockholders by enabling the Corporation to: (i) offer stock-based
incentives to key employees including those who also serve as directors (the
"Eligible Employees"), thereby creating an opportunity to raise the level of
stock ownership by Eligible Employees in order to attract, retain and reward
such Eligible Employees and align their interests with those of the
Corporation's stockholders, and (ii) make equity-based awards to non-employee
directors of the Corporation (the "Outside Directors"), thereby creating a
similar opportunity to attract, retain and reward such Outside Directors and
strengthen the mutuality of interests between the Outside Directors and the
Corporation's stockholders.

SECITON 2 DEFINITIONS

For purposes of this Plan, the following terms shall have the meanings
indicated for the purpose of the Plan unless the context clearly indicates
otherwise:

2.1 "Affiliate" shall mean any corporation, or other entity, in which the
Corporation owns, directly or indirectly, twenty-five percent (25%) or more of
the voting stock or ownership interest, except with respect to the grant of
Incentive Stock Options, the term Affiliate shall mean a subsidiary corporation
within the meaning of Code Section 424(f) and a parent corporation within the
meaning of Code Section 424(e).

2.2 "Board" shall mean the Board of Directors of the Corporation.

2.3 "Cause" shall mean, with respect to a Participant's Termination of
Employment, unless otherwise defined in an employment agreement or determined by
the Committee at grant, or if no rights of the Participant are reduced,
thereafter, termination due to a Participant's dishonesty, fraud,
insubordination, willful misconduct, refusal to perform services (for any reason
other than illness or incapacity) or materially unsatisfactory performance of
the Participant's duties for the Corporation as determined by the Committee in
its sole discretion. With respect to a Participant's Termination of
Directorship, in addition to "Cause" as set forth in 7.5(b), Cause shall mean an
act or failure to act that constitutes "cause" for removal of a director under
applicable Delaware law.

2.4 "Change in Control" shall have the meaning set forth in Section 9 of
this Plan.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision and any Treasury Regulation promulgated thereunder.

2.6 "Committee" shall mean the Compensation Committee of the Board appointed
from time to time by the Board. Solely to the extent required under Rule 16b-3
and Section 162(m) of the Code, such Committee shall consist of at least two
non-employee directors, each of whom shall be a non-employee director as defined
in Rule 16b-3 and an outside director as defined under Section 162(m) of the
Code. To the extent that no Committee exists which has the authority to
administer the Plan, the functions of the Committee shall be exercised by the
Board and all references herein shall be deemed to be references to the Board.
If for any reason the appointed Committee does not meet the requirements of Rule
16b-3 or Section 162(m) of the Code, such noncompliance with the requirements of
Rule 16b-3 or Section 162(m) of the Code shall not affect the validity of the
awards, grants, interpretations or other actions of the Committee.

2.7 "Common Stock" shall mean the Common Stock, $.01 par value per share, of
the Corporation.

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2.8 "Detrimental Activity" shall mean: (a) the disclosure to anyone outside
the Corporation or its Affiliates, or the use in any manner other than in the
furtherance of the Corporation's or its Affiliate's business, without written
authorization from the Corporation, of any confidential information or
proprietary information, relating to the business of the Corporation or its
Affiliates that is acquired by a Participant prior to the Participant's
Termination of Employment; (b) activity while employed or performing services
that results, or if known could result, in the Participant's Termination of
Employment that is classified by the Corporation as a termination for Cause; (c)
any attempt, directly or indirectly, to solicit, induce or hire (or the
identification for solicitation, inducement or hire) any non-clerical employee
of the Corporation or its Affiliates to be employed by, or to perform services
for, the Participant or any person with which the Participant is associated
(including, but not limited to, due to the Participant's employment by,
consultancy for, equity interest in, or creditor relationship with such person)
or any person from which the Participant receives direct or indirect
compensation or fees as a result of such solicitation, inducement or hire (or
the identification for solicitation, inducement or hire) without, in all cases,
written authorization from the Corporation; (d) any attempt, directly or
indirectly, to solicit in a competitive manner any current or prospective
customer of the Corporation or its Affiliates without, in all cases, written
authorization from the Corporation; (e) the Participant's Disparagement, or
inducement of others to do so, of the Corporation or its Affiliates or their
past and present officers, directors, employees or products; (f) without written
authorization from the Corporation, the rendering of services for any
organization, or engaging, directly or indirectly, in any business, which is
competitive with the Corporation or its Affiliates, or the rendering of services
to such organization or business if such organization or business is otherwise
prejudicial to or in conflict with the interests of the Corporation or its
Affiliates; or (g) the Participant's involvement in any action, suit, claim or
commercial dispute with the Corporation or its Affiliates (except such action,
suit or claim as may be specifically reserved to Participant as an employee of
the Corporation, or one of its Affiliates, under any federal, state or local law
or regulation pertaining to the rights of an employee to assert such action,
suit or claim against his or her employer arising from the employee's
employment). Unless otherwise determined by the Committee at grant, Detrimental
Activity shall not be deemed to occur after the end of the one year period
following the Participant's Termination of Employment. For purposes of
sub-sections (a), (c), (d) and (f) above, the President of the Corporation shall
have authority to provide the Participant with written authorization to engage
in the activities contemplated thereby and no other person shall have authority
to provide the Participant with such authorization.

2.9 "Disparagement" shall mean making comments or statements to the press,
the Corporation's or its Affiliates' employees, consultants or any individual or
entity with whom the Corporation or its Affiliates has a business relationship
which would adversely affect in any manner: (a) the conduct of the business of
the Corporation or its Affiliates (including, without limitation, any products
or business plans or prospects); or (b) the business reputation of the
Corporation or its Affiliates, or any of their products, or their past or
present officers, directors or employees.

2.10 "Disability" shall mean total and permanent disability, as defined in
Section 22(e) of the Code.

2.11 "Effective Date" shall mean April 24, 2003, subject to the approval of
the Plan by the stockholders of the Corporation within twelve (12) months before
or after adoption of the Plan by the Board in accordance with the requirements
of the laws of the State of Delaware.

2.12 "Eligible Employees" shall mean the employees of the Corporation and its
Affiliates who are eligible pursuant to Section 5.1 to be granted Options under
this Plan.

2.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

2.14 "Fair Market Value" for purposes of this Plan, unless otherwise required
by any applicable provision of the Code or any regulations issued thereunder,
shall mean, as of any date, the average of the highest and lowest prices as
reported for the Common Stock on the applicable date as reported by the NASDAQ
Stock Market, Inc. ("NASDAQ"); provided that such price shall not be less than
the book value of the Common Stock as of the same date. If the Common Stock is
not readily tradable on the NASDAQ, its Fair Market Value shall be set in good
faith by the Committee on the advice of a registered investment adviser (as
defined under the Investment Advisers Act of 1940).

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2.15 "Incentive Stock Option" shall mean any Stock Option awarded under this
Plan intended to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.

2.16 "Non-Qualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

2.17 "Outside Directors" shall mean any non-employee directors of the
Corporation or its Affiliates who are eligible pursuant to Section 7 of this
Plan to receive awards of Stock Options.

2.18 "Participant" shall mean the following persons to whom an Option has
been granted pursuant to this Plan: Eligible Employees and Outside Directors of
the Corporation and its Affiliates; provided, however, that Outside Directors
shall be Participants for the purposes of the Plan solely with respect to awards
of Non-Qualified Stock Options pursuant to Section 7 of this Plan.

2.19 "Retirement" with respect to a Participant's Termination of Employment
shall mean any Termination of Employment from the Corporation by a Participant
who has attained (i) at least age sixty-five (65) (other than a Termination of
Employment by the Corporation for Cause or a voluntary termination within ninety
(90) days after an event which would be grounds for a Termination of Employment
by the Corporation for Cause); or (ii) such earlier date as approved by the
Committee with regard to such Participant. With respect to an Outside Director,
Retirement shall mean the failure to stand for reelection or the failure to be
reelected after a Participant has attained age sixty-five (65).

2.20 "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions.

2.21 "Section 162(m) of the Code" shall mean the exception for performance-
based compensation under Section 162(m) of the Code and any Treasury regulations
thereunder.

2.22 "Stock Option" or "Option" shall mean any option to purchase shares of
Common Stock granted to Eligible Employees or Outside Directors pursuant to
Section 6 or Section 7 of this Plan as applicable.

2.23 "Ten Percent Stockholder" shall mean a person owning stock of the
Corporation possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation or its subsidiary as defined
under Section 424(f) of the Code or its parent corporation as defined in Section
424(e) of the Code.

2.24 "Termination of Employment" shall mean (i) a termination of service
(last day of active work without regard to any period during which any severance
or other payments are made) of a Participant from the Corporation and its
Affiliates (for reasons other than a military or personal leave of absence
granted by the Corporation); or (ii) when an entity which is employing a
Participant ceases to be an Affiliate, unless the Participant thereupon becomes
employed by the Corporation or another Affiliate at the time the entity ceases
to be an Affiliate. The Committee may otherwise define Termination of Employment
in the Stock Option agreement or, if no rights of a Participant are reduced, may
otherwise define Termination of Employment thereafter.

2.25 "Transfer" shall mean (a) when used as a noun, any direct or indirect
transfer, sale, assignment, pledge, hypothecation, encumbrance or other
disposition (including the issuance of equity in a person), whether for value or
no value and whether voluntary or involuntary (including by operation of law),
and (b) when used as a verb, to directly or indirectly transfer, sell, assign,
pledge, encumber, charge, hypothecate or otherwise dispose of (including the
issuance of equity in a person) whether for value or for no value and whether
voluntarily or involuntarily (including by operation of law). "Transferred" and
"Transferable" shall have a correlative meaning.

2.26 "Withholding of Taxes" shall have the meaning set forth in Section 12.4.

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SECTION 3 ADMINISTRATION

3.1 THE COMMITTEE. The Plan shall be administered and interpreted by the
Committee.

3.2 STOCK OPTION GRANTS. The Committee shall have full authority to grant
Stock Options to Eligible Employees, pursuant to the terms of this Plan. Stock
Options shall be granted to Outside Directors of the Corporation only pursuant
to Section 7. In particular, the Committee shall have the authority:

(a) to select the Eligible Employees to whom Stock Options may from
time to time be granted hereunder,

(b) to determine whether and to what extent Stock Options are to be
granted hereunder to one or more Eligible Employees;

(c) to determine, in accordance with the terms of this Plan, the
number of shares of Common Stock to be covered by each Stock
Option granted to an Eligible Employee hereunder.

(d) to determine the terms and conditions, consistent with the terms
of this Plan, of any Option granted hereunder to an Eligible
Employee (including, but not limited to, the share price, any
restriction or limitation, any vesting schedule, or any
forfeiture restrictions or waiver thereof, regarding any Stock
Option and the shares of Common Stock relating thereto, based on
such factors, if any, as the Committee shall determine, in its
sole discretion);

(e) to determine whether and under what circumstances a Stock Option
may be settled in cash and/or Common Stock under Subsection
6.3(d); and

(f) to determine whether to require an Eligible Employee, as a
condition of the granting of any Option, to not sell or otherwise
dispose of shares acquired pursuant to the exercise of the Option
for a period of time as determined by the Committee, in its sole
discretion, following the date of the acquisition of such Option.

3.3 GUIDELINES. Subject to Section 10 hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the delegation of
its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Option issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any agreement relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be permitted under the applicable provisions of Rule 16b-3 (if any) and
the applicable provisions of Section 162(m), of the Code (if any). The Committee
may adopt special guidelines and provisions for persons who are residing in or
employed in, or subject to, the taxes of, countries other than the United States
to comply with applicable tax and securities laws and may impose any limitations
and restrictions that it deems necessary to comply with the applicable tax and
securities laws of such domestic or foreign jurisdictions. If and to the extent
applicable, this Plan is intended to comply with Section 162(m) of the Code and
the applicable requirements of Rule 16b-3 and shall be limited, construed and
interpreted in a manner so as to comply therewith.

3.4 DECISIONS FINAL. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Corporation, the Board or the
Committee (or any of its members) arising out of or in connection with the Plan
shall be within the absolute discretion of the Corporation, the Board, or the
Committee, as the case may be, and shall be final, binding and conclusive on the
Corporation and all employees and Participants and their respective heirs,
executors, administrators, successors and assigns.

3.5 RELIANCE ON COUNSEL. The Corporation, the Board or the Committee may
consult with legal counsel, who may be counsel for the Corporation or other
counsel, with respect to its obligations or duties hereunder, or with respect to
any action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.

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3.6 Procedures. If the Committee is appointed, the Board shall designate one
of the members of the Committee as Chairman of the Committee. The Committee
shall hold meetings subject to the by-laws of the Corporation, at such times and
places as the Board shall deem advisable (including, without limitation, by
telephone conference or by written consent to the extent permitted by applicable
law). A majority of the Committee members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all Committee members
in accordance with the by-laws of the Corporation shall be fully effective as if
it had been made by a vote at a meeting duly called and held. The Committee
shall keep minutes of its meetings and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

3.7 DESIGNATION OF CONSULTANTS - LIABILITY

(a) The Committee may designate employees of the Corporation and
professional advisors to assist the Committee in the
administration of the Plan and may grant authority to officers to
execute agreements or other documents on behalf of the Committee.

(b) The Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel
or consultant and any computation received from any such
consultant or agent. Expenses incurred by the Committee or Board
in the engagement of any such counsel, consultant or agent shall
be paid by the Corporation. The Committee, its members and any
person designated pursuant to paragraph (a) above shall not be
liable for any action or determination made in good faith with
respect to the Plan. To the maximum extent permitted by
applicable law, no officer of the Corporation or member or former
member of the Committee or of the Board shall be liable for any
action or determination made in good faith with respect to the
Plan or any Option granted under it. To the maximum extent
permitted by applicable law and the Certificate of Incorporation
and by-laws of the Corporation, and to the extent not covered by
insurance directly insuring such person, each officer and member,
or former member of the Committee or of the Board shall be
indemnified and held harmless by the Corporation against any cost
or expense (including reasonable fees of counsel reasonably
acceptable to the Corporation) or liability (including any sum
paid in settlement of a claim with the approval of the
Corporation), and advanced amounts necessary to pay foregoing at
the earliest time and to the fullest extent permitted, arising
out of any act or omission to act in connection with the
administration of the Plan, except to the extent arising out of
such officer's, member's or former member's own fraud or bad
faith. Such indemnification shall be in addition to any rights of
indemnification the employees, officers, directors or members or
former officers, directors or members may have under applicable
law or under the Certificate of Incorporation or by-laws of the
Corporation or any Affiliate. Notwithstanding anything else
herein, this indemnification will not apply to the actions or
determinations made by an individual with regard to Options
granted to him or her under this Plan.

SECTION 4 SHARE AND OTHER LIMITATIONS

4.1 SHARES

(a) General Limitation. The aggregate number of shares of Common
Stock which may be used under this Plan shall not exceed
2,000,000 shares (subject to any increase or decrease pursuant to
Section 4.2) which may be either authorized or unissued Common
Stock or Common Stock held in or acquired for the Treasury of the
Corporation provided that no Option may be granted if,
immediately after giving effect to such grant, the number of
shares of Common Stock which may be issued upon the exercise of
outstanding Options under the Plan would exceed the lesser of
2,000,000 shares of Common Stock or 10% of the issued and
outstanding shares of Common Stock. If any Option granted under
this Plan expires, terminates or is canceled for any reason
without having been exercised in full or if the Corporation
repurchases Options pursuant to Section 6.3(f) of this Plan, the
number of shares of Common Stock underlying the repurchased
Option and/or the number of shares of Common Stock underlying any
unexercised Option shall again be available for the purposes of
awards under the Plan. [In addition, in determining the
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number of shares of Common Stock available for Options, if Common
Stock has been delivered or exchanged by a Participant as full or
partial payment to the Corporation for payment of the exercise
price, or for payment of withholding taxes, or if the number
shares of Common Stock otherwise deliverable has been reduced for
payment of the exercise price or for payment of withholding
taxes, the number of shares of Common Stock exchanged as payment
in connection with the exercise or for withholding or reduced
shall again be available for purposes of awards of Non-Qualified
Stock Options under this Plan.]

(b) Individual Participant Limitations. The maximum number of shares
of Common stock subject to any Option may be granted under this
Plan to each Eligible Employee shall not exceed 150,000 shares
(subject to any increase or decrease pursuant to Section 4.2)
during each fiscal year of the Corporation. The individual
limitations set forth in this Section 4.1(b) shall be cumulative;
that is, to the extent that shares of Common Stock for which
Options are permitted to be granted to an Eligible Employee
during a fiscal year that are not covered by an Option to such
Eligible Employee in a fiscal year, the number of shares of
Common Stock available for Options to such Eligible Employee
shall automatically increase in the subsequent fiscal years
during the term of the Plan until used.

4.2 CHANGES

(a) The existence of the Plan and the Options granted hereunder shall
not affect in any way the right or power of the Board or the
stockholders of the Corporation to make or authorize any
adjustment, recapitalization, reorganization or other change in
the Corporation's capital structure or its business, any merger
or consolidation of the Corporation or any Affiliate, any
issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting Common Stock, the dissolution or
liquidation of the Corporation or any Affiliate, any sale or
transfer of all or part of the assets or business of the Company
or any Affiliate or any other corporate act or proceeding.

(b) Subject to the provisions of Section 4.2(d), in the event of any
such change in the capital structure or business of Corporation
by reason of any stock dividend or distribution, stock split or
reverse stock split, recapitalization, reorganization, merger,
consolidation, split-up, combination, exchange of shares,
distribution with respect to its outstanding Common Stock or
capital stock other than Common stock, sale or transfer of all or
part of its assets or business, reclassification of its capital
stock, or any similar change affecting the Corporation's capital
structure or business, and the Committee determines an adjustment
is appropriate under the Plan, then the aggregate number and kind
of shares which thereafter may be issued under this Plan, the
number and kind of shares to be issued upon exercise of an
outstanding Option granted under this Plan and the exercise price
thereof shall be appropriately adjusted consistent with such
change in such manner as the Committee may deem equitable to
prevent substantial dilution or enlargement of the rights granted
to, or available for, Participants under this Plan or as
otherwise necessary to reflect the change, and any such
adjustment determined by the Committee shall be binding and
conclusive on the Corporation and all Participants and employees
and their respective heirs, executors, administrators, successors
and assigns. In connection with any event described in this
paragraph, the Committee may provide, in its sole discretion, for
the cancellation of any outstanding Stock Options and payment in
cash or other property in exchange therefor. Except as provided
in this Section 4.2, a Participant shall have no rights by reason
of any issuance by the Corporation of any class or securities
convertible into stock of any class, any subdivision or
consolidation of shares of stock of any class, the payment of any
stock dividend, any other increase or decrease in the number of
shares of stock of any class, any sale or transfer of all or part
of the Corporation's assets or business or any other change
affecting the Corporation's capital structure or business.

(c) Fractional shares of Common stock resulting from any adjustment
in Options pursuant to Section 4.2(a) or (b) shall be aggregated
until, and eliminated at, the time of exercise by rounding down
for fractions less than one-half (1/2) and rounding-up for
fractions equal to or greater than one-half (1/2). No cash
settlements shall be made with respect to fractional shares

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eliminated by rounding. Notice of any adjustment shall be given
by the Committee to each Participant whose Option has been
adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the
Plan.

(d) In the event of a merger or consolidation in which the
Corporation is not the surviving entity or in the event of any
transaction that results in the acquisition of substantially all
of the Corporation's outstanding Common Stock by a single person
or entity or by a group of persons and/or entities acting in
concert, or in the event of the sale or transfer of all or
substantially all of the Corporation's assets (all of the
foregoing being referred to as "Acquisition Events"), then the
Committee may, in its sole discretion, terminate all outstanding
Stock Options, effective as of the date of the Acquisition Event,
by delivering notice of termination to each Participant at least
twenty (20) days prior to the date of consummation of the
Acquisition Event, in which case during the period from the date
on which such notice of termination is delivered to the
consummation of the Acquisition Event, each such Participant
shall have the right to exercise in full all of his or her Stock
Options that are then outstanding (without regard to any
limitations on exercisability otherwise contained in the Stock
Option agreements), but any such exercise shall be contingent
upon and subject to the occurrence of the Acquisition Event, and,
provided that, if the Acquisition Event does not take place
within a specified period after giving such notice for any reason
whatsoever, the notice and exercise pursuant thereto shall be
null and void.

If an Acquisition Event occurs but the Committee does not terminate the
outstanding Stock Options pursuant to this Section 4.2(d), then the provisions
of Section 4.2(b) and Section 9 shall apply.

SECTION 5 ELIGIBILITY

5.1 All employees of the Corporation and its Affiliates are eligible to be
granted Options under this Plan. Eligibility under this Plan shall be determined
by the Committee in its sole discretion.

5.2 Outside Directors of the Corporation are only eligible to receive an
award of Non-Qualified Stock Options in accordance with Section 7 of this Plan.

SECTION 6 EMPLOYEE STOCK OPTION GRANTS

6.1 OPTION. Each Stock Option granted hereunder shall be one of two types:
(i) an Incentive Stock Option intended to satisfy the requirements of Section
422 of the Code or (ii) a Non-Qualified Stock Option.

6.2 GRANTS. Subject to the provisions of Section 5, the Committee shall have
the authority to grant to any Eligible Employee one or more Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options. Subject to
the provisions of Section 6.3(e) below, to the extent that any Stock Option does
not qualify as an Incentive Stock Option (whether because of its provisions or
the time or manner of its exercise or otherwise), such Stock Option or the
portion thereof which does not qualify, shall constitute a separate
Non-Qualified Stock Option.

6.3 TERMS OF OPTION. Options granted under this Plan shall be subject to the
following terms and conditions, and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable.

(a) Option Price. The Option price per share of Common Stock
purchasable under an Incentive Stock Option shall be determined
by the Committee at the time of grant but shall not be less than
one hundred percent (100%) of the Fair Market Value of the share
of Common Stock at the time of grant; provided, however, if an
Incentive Stock Option is granted to a Ten Percent Stockholder,
the Option price per share shall be no less than one hundred and
ten percent (110%) of the Fair Market Value of the Common Stock.
The Option price of Common Stock subject to a Non-Qualified Stock
Option shall be determined by the Committee but shall not be less
than one hundred percent (100%) of the Fair Market Value of
Common Stock at the time of grant, or the par value of the Common
Stock, whichever is greater. Notwithstanding the foregoing, if an
Option is modified, extended or renewed, and thereby, deemed to
be the
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issuance of an Option under the Code, the exercise price of an
Option may continue to be the original exercise price even if
less than the Fair Market Value of the Common Stock at the time
of such modification, extension or renewal, provided that if such
original exercise price is less than the Fair Market Value of the
Common Stock at the time of such modification, extension or
renewal, such Option shall be a Non-Qualified Stock Option.

(b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be, exercisable more than
seven (7) years after the date the Option is granted, provided,
however, the term of an Incentive Stock Option granted to a Ten
Percent Stockholder may not exceed five (5) years.

(c) EXERCISABILITY. Stock Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be
determined by the Committee at grant. If the Committee provides,
in its discretion, that any Stock Option is exercisable subject
to certain limitations (including, without limitation, that such
Stock Option is exercisable only in installments or within
certain time periods), the Committee may waive such limitations
on the exercisability at any time at or after grant in whole or
in part (including, without limitation, that the Committee may
waive the installment exercise provisions or accelerate the time
at which Options may be exercised), based on such factors, if
any, as the Committee shall determine, in its sole discretion.
Unless otherwise provided by the Committee at grant, the grant
shall provide that (i) in the event the Participant engages in
Detrimental Activity prior to any exercise of the Stock Option,
all Stock Options held by the Participant shall thereupon
terminate and expire, (ii) as a condition of the exercise of a
Stock Option, the Participant shall be required to certify at the
time of exercise in a manner acceptable to the Corporation that
the Participant is in compliance with the terms and conditions of
the Plan and that the Participant has not engaged in, and does
not intend to engage in, any Detrimental Activity, and (iii) in
the event the Participant engages in Detrimental Activity, the
Corporation shall be entitled to recover from the Participant,
and the Participant shall pay over to the Corporation, an amount
equal to any gain realized as a result of the exercise (whether
at the time of exercise or thereafter). The foregoing provisions
described in (i), (ii) and (iii) shall cease to apply upon a
Change in Control.

(d) METHOD OF EXERCISE. Subject to whatever installment exercise,
waiting period and vesting provisions apply under subsection (c)
above, Stock Options may be exercised in whole or in part at any
time and from time to time during the Option term, by giving
written notice of exercise to the Corporation specifying the
number of shares to be purchased. Such notice shall be
accompanied by payment in full in cash, by a cashless exercise
(through the delivery of irrevocable instructions to a broker to
deliver promptly to the Corporation an amount equal to the Option
price), or such other arrangement for the satisfaction of the
Option price, as the Committee may accept. If and to the extent
determined by the Committee in its sole discretion at or after
grant, payment in full or in part may also be made in the form of
Common Stock owned by the Participant for a period of at least 6
months or such other period necessary to avoid a charge, for
accounting purposes, against the Corporation's earnings as
reported in the Corporation's financial statements (and for which
the Participant has good title free and clear of any liens and
encumbrances) based, in each case, on the Fair Market Value of
the Common Stock on the payment date as determined by the
Committee. No shares of Common Stock shall be issued until
payment therefor, as provided herein, has been provided for or
made.

(e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that the
aggregate Fair Market Value (determined as of the time of grant)
of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by an Eligible Employee during
any fiscal year under the Plan and/or any other stock option plan
of the Corporation or any subsidiary corporation as defined in
Code Section 424(f) or a parent corporation as defined in Code
Section 424(e) exceeds $100,000, such Option shall be treated as
Options which are not Incentive Stock Options. In addition, if an
Eligible Employee does not remain employed by the Corporation,
any subsidiary or parent corporation (within the meaning of
Section 424(e) or 424(f) of the Code) at all times from the time
the Option is granted until three (3) months prior to the date of
exercise

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(or such other period as required by applicable law), such Option
shall be treated as an Option which is not an Incentive Stock
Option.

Should the foregoing provision not be necessary in order for the
Stock Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly, without
the necessity of obtaining the approval of the stockholders of the Corporation.

(f) BUY OUT AND SETTLEMENT PROVISIONS. The Committee may at any time
on behalf of the Corporation offer to buy out an Option
previously granted, based on such terms and conditions as the
Committee shall establish and communicate to the Participant at
the time that such offer is made.

(g) FORM, MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to
terms and conditions and within the limitations of the Plan, an
Option shall be evidenced by such form of agreement or grant as
is approved by the Committee, and the Committee may modify,
extend or renew outstanding Options granted under the Plan
(provided that the rights of a Participant are not reduced
without the Participant's consent), and accept the surrender of
outstanding Options (up to the extent not theretofore exercised)
and authorize the granting of new Options in substitution
therefor (to the extent not theretofore exercised).

(h) OTHER TERMS AND CONDITIONS. Options may contain such other
provisions, which shall not be inconsistent with any of the
foregoing terms of the Plan, as the Committee shall deem
appropriate including, without limitation, permitting "reloads"
such that the same number of Options are granted as the number of
Options exercised, shares used to pay for the exercise price of
Options or shares used to pay withholding taxes ("Reloads"). With
respect to Reloads, the exercise price of the Stock Option shall
be the Fair Market Value on the date of the "reload" and the term
of the Stock Option shall be the same as the remaining term of
the Options that are exercised, if applicable, or such other
exercise price and term as determined by the Committee.

6.4 TERMINATION OF EMPLOYMENT. The following rules apply with regard to
Options upon Termination of Employment:

(a) TERMINATION BY REASON OF DEATH. If a Participant's Termination of
Employment is by reason of death, any Stock Option held by such
Participant, unless otherwise determined by the Committee at
grant or, if no rights of the Participant's estate are reduced,
thereafter, may be exercised, by the legal representative of the
estate, at any time within a period of one (1) year from the date
of such death, but in no event beyond the expiration of the
stated term of such Stock Option.

(b) TERMINATION BY REASON OF DISABILITY OR RETIREMENT. If a
Participant's Termination of Employment is by reason of
Disability or Retirement, any Stock Option held by such
Participant, unless otherwise determined by the Committee at
grant or, if no rights of the Participant are reduced,
thereafter, may be exercised, to the extent exercisable at the
Participant's termination, by the Participant (or the legal
representative of the Participant's estate if the Participant
dies after termination) at any time within a period of ninety
(90) days from the date of such termination, but in no event
beyond the expiration of the stated term of such Stock Option.

(c) INVOLUNTARY TERMINATION WITHOUT CAUSE. If a Participant's
Termination of Employment is by involuntary termination without
Cause, any Stock Option held by such Participant, unless
otherwise determined by the Committee at grant or, if no rights
of the Participant are reduced, thereafter, may be exercised, to
the extent exercisable at termination, by the Participant at any
time within a period of ninety (90) days from the date of such
termination, but in no event beyond the expiration of the stated
term of such Stock Option.

(d) VOLUNTARY TERMINATION. If a Participant's Termination of
Employment is voluntary and occurs prior to, or more than ninety
(90) days after, the occurrence of an event which would be
grounds for Termination of Employment by the Corporation for
Cause (without regard to any notice or cure period requirements),
any Stock Option held by such Participant, unless otherwise

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determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter, may be exercised, to the
extent exercisable at termination, by the Participant at any time
within a period of thirty (30) days from the date of such
termination, but in no event beyond the expiration of the stated
term of such Stock Option.

(e) OTHER TERMINATION. Unless otherwise determined by the Committee
at grant or, if no rights of the Participant are reduced,
thereafter, if a Participant's Termination of Employment is for
any reason other than death, Disability, Retirement, involuntary
termination without Cause or voluntary termination, any Stock
Options held by such Participant shall thereupon terminate and
expire as of the date of termination, provided that (unless the
Committee determines a different period upon grant or, if no
rights of the Participant are reduced, thereafter) in the event
the termination is for Cause or is a voluntary termination within
ninety (90) days after occurrence of an event which would be
grounds for Termination of Employment by the Corporation for
Cause (without regard to any notice or cure period requirement),
any Stock Option held by the Participant at the time of
occurrence of the event which would be grounds for Termination of
Employment by the Corporation for Cause shall be deemed to have
terminated and expired upon occurrence of the event which would
be grounds for Termination of Employment by the Corporation for
Cause.

(f) UNVESTED STOCK OPTIONS. Stock Options that are not vested as of
the date of a Participant's Termination of Employment for any
reason except death shall be forfeited and shall terminate and
expire as of the date of such Termination of Employment.

SECTION 7 OUTSIDE DIRECTOR STOCK OPTION GRANTS

7.1 OPTIONS. The terms of this Section 7 shall apply only to Options granted
to Outside Directors.

7.2 GRANTS. Without further action by the Board or the stockholders of the
Corporation, each Outside Director shall:

(a) subject to the terms of the Plan, be granted Options to purchase
10,000 shares of Common Stock on such date following the
Effective Date of the Plan, as the Outside Director is first
elected as a director on the Board, or

(b) in the case of directors already elected, subject to the terms of
the Plan, Options will be granted to purchase 5,000 shares of
Common Stock upon each subsequent occasion on which the Outside
Director is reelected, on or after the Effective Date of this
Plan, as director to the Board by the stockholders of the
Corporation; provided, however, that at such time following the
initial grant to an Outside Director pursuant to this section, no
further Options shall be granted to an Outside Director who does
not hold at least 3,000 shares of Common Stock.

7.3 NON-QUALIFIED STOCK OPTION. Any Stock Option granted under this Section
7 shall be a Non-Qualified Stock Option.

7.4 TERMS OF OPTION. Options granted under this Section 7 shall be subject
to the following terms and conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with terms of this Plan, as
the Committee shall deem desirable:

(a) OPTION PRICE. The Option price per share deliverable upon the
exercise of an Option granted pursuant to Section 7.2 shall be
one hundred percent (100%) of the Fair Market Value of Common
Stock at the time of the grant of the Option, or the par value of
the Common Stock, whichever is greater.

(b) EXERCISABILITY. Except as otherwise provided herein, fifty
percent (50%) of any Option granted under this Section 7 shall be
exercisable after two (2) years and one hundred percent (100%)
after three (3) years following the date of the grant. All
Options shall fully vest upon a Change in Control.

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(c) METHOD FOR EXERCISE. An Outside Director electing to exercise one
or more Options shall give written notice of exercise to the
Corporation specifying the number of shares to be purchased.
Common Stock purchased pursuant to the exercise of Options shall
be paid for at the time of exercise in cash or by delivery of
unencumbered Common Stock owned by the Outside Director for a
period of at least 6 months (and for which the Participant has
good title free and clear of any liens and encumbrances), or a
combination thereof, or by a cashless exercise through the
delivery of irrevocable instructions to a broker to deliver
promptly to the Corporation an amount equal to the Option price),
or by such other method as approved by the Committee.

(d) OPTION TERM. Except as otherwise provided herein, if not
previously exercised, each Option shall expire upon the seventh
anniversary of the date of the grant thereof.

7.5 TERMINATION OF DIRECTORSHIP. The following shall apply with regard to
Options upon the termination of directorship:

(a) CEASING TO BE A DIRECTOR FOR REASONS OTHER THAN FOR CAUSE. Except
as otherwise provided herein, upon the termination of
directorship for reasons other than Cause as set forth in (b)
below, all outstanding Options then exercisable and not exercised
by the Participant prior to such termination of directorship
shall remain exercisable, to the extent exercisable at the
termination of directorship, by the Participant or, in the case
of death, by the Participant's estate or by the person given
authority to exercise such Options by Will or by operation of
law, for the remainder of the stated term of such Options.

(b) CAUSE. Upon removal, failure to be renominated for Cause, or if
the Corporation obtains or discovers information after
termination of directorship that such Participant had engaged in
conduct that would have justified a removal for Cause during such
directorship, all outstanding Options of such Participant shall
immediately terminate and shall be null and void.

(c) DEATH. Upon the death of a director during his or her term and
prior to termination of his or her directorship, the provisions
of Section 6.4(a) shall apply with respect to that director's
outstanding Stock Options.

(d) CANCELLATION OF OPTIONS. No Options that were not exercisable
during the period such person serves as director or within 90
days thereafter shall thereafter become exercisable upon a
termination of directorship for any reason (other than death),
and, except in the event of death, such Options shall terminate
and become null and void upon a termination of directorship.

SECTION 8 NON-TRANSFERABILITY

Except as otherwise specifically provided herein, no Stock Option shall
be Transferable by the Participant other than by Will or by the laws of descent
and distribution. All Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant. Any attempt to Transfer any
such Option shall be void and immediately cancelled, and no such Option shall in
any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Option nor
shall it be subject to attachment or legal process for or against such person.
At the request of the holder of any Option, shares of Common Stock purchased
upon the exercise of such Option shall be issued only to the holder, or
alternatively, into the name of such holder and another person, jointly with the
right of survivorship. Notwithstanding the foregoing, the Committee may
determine at the time of grant or thereafter, that a Stock Option, other than an
Incentive Stock Option, that is otherwise not Transferable pursuant to this
Section 8 is Transferable in whole or part and in such circumstances, and under
such conditions, as specified by the Committee.

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SECTION 9 CHANGE IN CONTROL PROVISIONS

9.1 BENEFITS. In the event of a Change in Control of the Corporation (as
defined below), except as otherwise provided by the Committee upon the grant of
an Option, the Participant shall be entitled to the following benefits:

(a) All outstanding Options of such Participant granted prior to the
Change in Control shall be fully vested and immediately
exercisable in their entirety. The Committee, in its sole
discretion, may provide for the purchase of any such Stock
Options [(including any Stock Options granted pursuant to Section
7)] by the Corporation for an amount of cash equal to the excess
of the Change in Control price (as defined below) of the shares
of Common Stock covered by such Stock Options, over the aggregate
exercise price of such Stock Options. For purposes of this
Section 9.1, Change in Control price shall mean the greater of
(i) the highest price per share of Common Stock paid in any
transaction related to a Change in Control of the Corporation, or
(ii) the highest Fair Market Value per share of Common Stock at
any time during the sixty (60) day period preceding a Change in
Control.

(b) Notwithstanding anything to the contrary herein, unless the
Committee provides otherwise at the time an Option is granted to
an Eligible Employee hereunder or thereafter, no acceleration of
exercisability shall occur with respect to such Option if the
Committee reasonably determines in good faith, prior to the
occurrence of the Change in Control, that the Options shall be
honored or assumed, or new rights substituted therefore (each
such honored, assumed or substituted option hereinafter called an
"Alternative Option"), by a Participant's employer (or the parent
or subsidiary of such employer) immediately following the Change
in Control, provided that any such Alternative Option must meet
the following criteria:

(i) the Alternative Option must be based on stock which is
traded on an established securities market, or which will be
so traded within thirty (30) days of the Change in Control;

(ii) the Alternative Option must provide such Participant with
rights and entitlements substantially equivalent to or better
than the rights, terms and conditions applicable under such
Option, including, but not limited to, an identical or better
exercise schedule; and

(iii) the Alternative Option must have economic value
substantially equivalent to the value of such Option
(determined at the time of the Change in Control).

For purposes of Incentive Stock Options, any assumed or substituted
Option shall comply with the requirements of Treasury regulation Section 1.425-1
(and any amendments thereto).

9.2 CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred:

(a) upon any "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Corporation, any
trustee or other fiduciary holding securities under any employee
benefit plan of the Corporation, any company owned, directly or
indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of Common
Stock of the Corporation, or as a group or individually) becoming
the owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation
representing twenty-five percent (25%) or more of the combined
voting power of the Corporation's then outstanding securities
(including, without limitation, securities owned at the time of
any increase in ownership);

(b) during any period of two (2) consecutive years, individuals who
at the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has
entered into an agreement with the Corporation to effect a
transaction described in paragraph (a), (c), or (d) of this
section) or a director whose initial assumption of office occurs
as a result of either actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person
other than the Board whose election by the

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Board or nomination for election by the Corporation's stockholder
was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning
of the two-year period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute at least a majority of the Board;

(c) upon the merger or consolidation of the Corporation with any
other corporation, other than a merger or consolidation which
would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting
securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar
transaction) in which no person (other than those covered by the
exceptions in paragraph (a) above) acquires more than twenty-five
percent (25%) of the combined voting power of the Corporation's
then outstanding securities shall not constitute a Change in
Control of the Corporation; or

(d) upon approval by the Corporation's stockholders of a plan of
complete liquidation of the Corporation or an agreement for the
sale or disposition by the Corporation of all or substantially
all of the Corporation's assets other than the sale or
disposition of all or substantially all of the assets of the
Corporation to a person or persons who beneficially own, directly
or indirectly, at least fifty percent (50%) or more of the
combined voting power of the outstanding voting securities of the
Corporation at the time of the sale.

SECTION 10 TERMINATION OR AMENDMENT OF THE PLAN

Notwithstanding any other provision of this Plan, the Board or the
Committee may at any time, and from time to time, amend, in whole or in part,
any or all of the provisions of the Plan, or suspend or terminate it entirely,
retroactively or otherwise; provided, however, that, unless otherwise required
by law or specifically provided herein, the rights of a Participant with respect
to Options granted prior to such amendment, suspension or termination, may not
be impaired without the consent of such Participant and, provided further,
without the approval of the stockholders of the Corporation in accordance with
the laws of the State of Delaware, if and to the extent required by the
applicable provisions of Rule 16b-3 or, if and to the extent required, under the
applicable provisions of Section 162(m) of the Code, or with regard to Incentive
Stock Options under Section 422 of the Code, no amendment may be made which
would (i) increase the aggregate number of shares of Common Stock that may be
issued under this Plan; (ii) increase the maximum individual Participant
limitations for a fiscal year under Section 4.1(b); (iii) change the
classification of employees and Outside Directors eligible to receive Options
under this Plan; (iv) decrease the minimum Option price of any Stock Option; (v)
extend the maximum Option period under Section 6.3; (vi) change any rights under
the Plan with regard to Outside Directors; or (vii) require stockholder approval
in order for the Plan to continue to comply with the applicable provisions, if
any, of Rule 16b-3, Section 162(m) of the Code or, with regard to Incentive
Stock Options, Section 422 of the Code. In no event may the Plan be amended
without the approval of the stockholders of the Corporation in accordance with
the applicable laws or other requirements to increase the aggregate number of
shares of Common Stock that may be issued under the Plan, decrease the minimum
Option price of any Stock Option, or to make any other amendment that would
require stockholder approval under the rules of any exchange or system on which
the Corporation's securities are listed or traded at the request of the
Corporation.

Except with respect to the award of Stock Options to Outside Directors
under Section 7, the Committee may amend the terms of any Option granted,
prospectively or retroactively, but, subject to Section 4 above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any Participant without the Participant's consent.

SECTION 11 UNFUNDED PLAN

This Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments as to which a Participant has a fixed
and vested interest but which are not yet made to a Participant by the
Corporation, nothing contained herein shall give any such Participant any rights
that are greater than those of a general unsecured creditor of the Corporation.

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SECTION 12 GENERAL PROVISIONS

12.1 LEGEND. The Committee may require each person receiving shares pursuant
to the exercise of an Option under the Plan to represent to and agree with the
Corporation in writing that the Participant is acquiring the shares without a
view to distribution thereof. In addition to any legend required by this Plan,
the certificates for such shares may include a legend that the Committee deems
appropriate to reflect any restrictions on Transfer.

All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed or any national securities association system upon
whose system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

12.2 OTHER PLANS. Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

12.3 NO RIGHT TO EMPLOYMENT/DIRECTORSHIP. Neither this Plan nor the grant of
any Option hereunder shall give any Participant or other employee any right with
respect to continuance of employment with the Corporation or any Affiliate, nor
shall there be a limitation in any way on the right of the Corporation or any
Affiliate by which the employee is employed to terminate the Participant's
employment at any time. Neither this Plan or the grant of any Option hereunder
shall impose any obligations on the Corporation to retain any Participant as a
director nor shall it impose on the part of any Participant any obligation to
remain as a director of the Corporation.

12.4 WITHHOLDING OF TAXES. The Corporation shall have the right to deduct
from any payment to be made to a Participant, or to otherwise require, prior to
the issuance or delivery of any shares of Common Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state, or local
taxes required by law to be withheld. The Committee may permit any such
withholding obligation with regard to any Participant to be satisfied by
reducing the number of shares of Common Stock otherwise deliverable or by
delivering shares of Common Stock already owned. Any fraction of a share of
Common Stock required to satisfy such tax obligation shall be disregarded and
the amount due shall be paid instead in cash by the Participant.

12.5 GOVERNING LAW. This Plan shall be governed and construed in accordance
with the laws of the State of Delaware (regardless of the law that might
otherwise govern under applicable Delaware principles of conflict of laws).

12.6 CONSTRUCTION. Wherever any words are used in this Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.

12.7 OTHER BENEFITS. No Option payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Corporation or its Affiliates nor affect any benefits under any other benefit
plan now or subsequently in effect under which the availability or amount of
benefits is related to the level of compensation.

12.8 COSTS. The Corporation shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any Options
hereunder.

12.9 NO RIGHT TO SAME BENEFITS. The provisions of Options need not be the
same with respect to each Participant, and such Options granted to individual
Participants need not be the same in subsequent years.

12.10 DEATH/DISABILITY. The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the Will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the

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Transfer of an Option. The Committee may also require the agreement of the
transferee to be bound by all of the terms and conditions of the Plan.

12.11 SECTION 16(b) OF THE EXCHANGE ACT. All elections and transactions under
the Plan by persons subject to Section 16 of the Exchange Act involving shares
of Common Stock are intended to comply with any applicable exemptive condition
under Rule 16b-3. The Committee may establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the administration and operation of
the Plan and the transaction of business thereunder.

12.12 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

12.13 HEADINGS AND CAPTIONS. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan, and
shall not be employed in the construction of the Plan.

SECTION 13 TERM OF PLAN

No Option shall be granted pursuant to the Plan on or after May 1,
2008, but Options granted prior to such fifth anniversary may, and the
Committee's authority to administer the terms of such Options shall, extend
beyond that date.

SECTION 14 NAME OF PLAN

This Plan shall be known as The Genlyte 2003 Stock Option Plan.

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