Exhibit 10.1

LINCOLN ELECTRIC HOLDINGS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as amended and restated as of December 31, 2008)

PREAMBLE

     WHEREAS, Lincoln Electric Holdings, Inc. (the “Company”) or an Employer has established one or more qualified retirement plans that place limitations on the amount of retirement benefits available to certain key management or highly compensated employees; and

     WHEREAS, the Company recognizes the unique qualifications of such employees and the valuable services they provide and desires to establish an unfunded plan to provide retirement benefits to eligible key employees that supplement what is available under such qualified plans and Social Security; and

     WHEREAS, the Company has determined that the implementation of such a plan will best serve its interest in retaining key employees and ensuring benefit equity among all employees.

     NOW, THEREFORE, the Company hereby assumes and amends and restates the Lincoln Electric Holdings, Inc. Supplemental Executive Retirement Plan as hereinafter provided:

ARTICLE I
GENERAL

     Section 1.1 Effective Date. This Plan was originally established by The Lincoln Electric Company, a wholly-owned subsidiary of the Company, effective as of January 1, 1994 and then amended and restated effective as of March 1, 2002. The accrual of benefits was frozen by an amendment to the Plan effective December 31, 2004. The benefit accrual freeze provided for in the Plan was terminated, and benefit accruals were reinstated as of January 1, 2005. This amended and restated Plan shall be effective as of December 31, 2008. The rights, if any, of any person whose status as an employee of an Employer has terminated shall be determined pursuant to the Plan as in effect on the date such employee terminated, unless a subsequently adopted provision of the Plan is made specifically applicable to such person.

     Section 1.2 Intent. The Plan is intended to be an unfunded plan primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, as such group is described under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

     Section 1.3 Benefit freeze.

          (a) Each Participant’s vested accrued benefit under the Plan on December 31, 2004, will be determined based on the provisions of the Plan and on such Participant’s age and

service all as determined on such date as if the Participant had voluntarily Separated from Service without cause on such date (the “Participant’s pre 2005 Benefit”).

          (b) With respect to each Participant’s pre-2005 Benefit, the Plan will be administered in a manner that will comply with the “grandfather” provision of Section 885(d) of the AJCA, including proposed, temporary or final regulations or any notices or other guidance issued by the Secretary of the Treasury and Internal Revenue Service with respect thereto (collectively with the AJCA, the “Guidance”). In all other respects, the Plan is intended to comply with Section 409A and shall be construed and interpreted in accordance with such intent and as provided in Article X hereof. The Committee is authorized to adopt rules and regulations deemed necessary or appropriate in connection therewith to anticipate and/or comply with the requirements of the Guidance (including any transition or grandfather rules thereunder).

ARTICLE II
DEFINITIONS AND USAGE

     Section 2.1 Definitions. Wherever used in the Plan, the following words and phrases, when capitalized, shall have the meaning set forth below unless the context plainly requires a different meaning:

     “Account” means the account established on behalf of the Participant as described in Section 5.3.

     “Actuarial Equivalent” or “Actuarially Equivalent” means a benefit of actuarial equivalence determined using the Applicable Mortality Table and the Interest Rate .

     “Administrator” means the committee established by the Company pursuant to Section 7.1 to administer the Plan.

     “AJCA” means the American Jobs Creation Act of 2004, 118 Stat. 1418.

     “Applicable Mortality Table” means the 1994 Group Annuity Reserving Table (94 GAR) based on a fixed blend of 50% of the unloaded male mortality rates and 50% of the unloaded female mortality rates, projected to 2002 or such subsequent applicable mortality table used from time to time under Section 417(e) of the Code.

     “Board” means the Board of Directors of the Company.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any rules and regulations promulgated thereunder. Any reference to a particular Code section shall include any provision that modifies, replaces or supersedes it.

     “Committee” means the Compensation & Executive Development Committee of the Board.

     “Company” means Lincoln Electric Holdings, Inc., a corporation organized under the laws of the state of Ohio, and any successor thereto.

     “Compensation” means the amount of a Participant’s regular base salary paid by the Controlled Group during a Plan Year and annual bonus accrued by the Controlled Group and approved by the Board or a committee thereof with respect to a Plan Year, excluding, however, any compensation related to equity securities of the Company (including compensation resulting from Section 83(b) elections under the Code) and excluding any special payments or multi-year incentive programs, but including any salary reduction contributions that are excluded from his gross income under Sections 125, 129 or 402(a)(8) of the Code, and including any compensation which the Participant defers under any nonqualified deferred compensation plan of the Controlled Group.

     “Controlled Group” or “Controlled Group Member” means the Company and any and all other corporations, trades or businesses the employees of which are required by Section 414 of the Code to be treated as a single employer. An entity will only be considered as a Controlled Group Member during the period that it is or was a member of the Company’s Controlled Group.

     “Disability” or “Disabled” means the Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company’s plan providing benefits for short term disability.

     “Early Retirement Date” means the date the Participant has both attained age fifty-five (55) and completed twenty-five (25) Years of Service.

     “Employer” means the Company, The Lincoln Electric Company and any other Controlled Group Member that adopts the Plan with the Committee’s consent. Any Controlled Group Member that adopts the Plan and thereafter ceases to exist, ceases to be a member of the Controlled Group or withdraws from the Plan shall no longer be considered an Employer unless otherwise determined by the Committee.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rules or regulations promulgated thereunder. Any reference to a particular ERISA section shall include any provision that modifies, replaces, or supersedes it.

     “Final Average Pay” means, with respect to any Participant, the average of his annual Compensation over the three (3) full Years of Service within his final consecutive full Years of Service (not to exceed seven (7) Years) that produce the highest such average; provided, however, that if a Participant has fewer than three (3) full Years of Service, “Final Average Compensation” shall mean the average of his annual Compensation during all his Years of Service.

     “Foreign Plan Benefit” means an annual benefit, specified as a fixed dollar amount in the Participation Agreement, and adjusted as provided on Exhibit A thereto.

     “Interest Rate” means for a calendar year the Company’s corporate discount rate for financial reporting purposes for such calendar year.

     “Management Committee and Regional President Participant” means a Participant who serves on the Company’s policy-making committee or a Participant who has been elected by the Board as a President of a region of the Company, and for whom the Committee has designated his participation in this Plan as a Management Committee and Regional President Participant.

     “Normal Retirement Date” means the date a Participant attains age sixty (60).

     “Other Participant” means a Participant who is not a Management Committee and Regional President Participant.

     “Participation Agreement” means an agreement by which a Participant participates in the Plan.

     “Participant” means an eligible employee of an Employer who is participating in the Plan in accordance with Section 3.2, and who has executed a Participation Agreement.

     “Participation Factor” means the ratio determined based on active participation under the Plan. Each employee, upon becoming a Participant, shall be credited with a Participation Factor of two-tenths (.20) or such greater factor for such Participant determined by the Committee, in its sole discretion. Thereafter, a Participant will be credited with an additional one-tenth (.10) Participation Factor for each Year of Service earned while an active Participant; fractional credits shall apply for partial Years of Service. Notwithstanding the foregoing, no Participation Factor shall exceed one (1.00), and Years of Service earned after the last day of the Plan Year in which a Participant attains age sixty-seven (67) shall be disregarded for purposes of determining his Participation Factor. The Committee may, in its sole discretion, increase or authorize an increase in a Participant’s Participation Factor for any reason deemed appropriate by the Committee (including, but not limited to, in consideration of the Participant’s execution of a release of all claims against the Company and its affiliates in a form satisfactory to the Committee).

     “Plan” means The Lincoln Electric Holdings, Inc. Supplemental Executive Retirement Plan, as it may be amended from time to time.

     “Plan Year” means the calendar year.

     “Prior Employer Benefit” means an annual benefit, specified as a fixed dollar amount in the Participation Agreement.

     “Qualified Plan Benefit” means the Participant’s annual benefit, expressed in the form of a single life annuity payable at the Participant’s Normal Retirement Date, or if later, upon the Participant’s actual retirement, that can be derived from the sum of all of the following Employer-provided benefits:

     (i) the Participant’s accrued benefit under The Lincoln Electric Company Retirement Annuity Program (“RAP”) at his Normal Retirement Date,

or if later, the Participant’s actual retirement (and in the case of a Participant whose retirement occurs after Normal Retirement Date, determined pursuant to the provisions of the RAP as if the Participant had not elected to commence payment of any portion of his RAP benefit prior to retirement),

     (ii) the Participant’s sub-accounts under The Lincoln Electric Company Employee Savings Plan (“ESP”) attributable of “FSP Contributions,” if any, and “FSP Plus Contributions,” if any, (as such terms are defined in the ESP)

     (iii) the Participant’s sub-account under the ESP attributable to “ESOP Contributions” (as such terms are defined in the ESP), and

     (iv) the Participant’s sub-account under the ESP attributable to Matching Employer Contributions (as hereinafter defined).

     Except as otherwise provided below, the amount of a single life annuity that is attributable to each of the sub-accounts described in the preceding clauses (ii), (iii) and (iv) shall be determined based on the balance in each such sub-account on the valuation date under the ESP that immediately precedes the date of the Participant’s separation from service with the Employers and all Controlled Group Members, and by converting each such balance to an Actuarially Equivalent annuity commencing at Normal Retirement Date (or actual retirement, if later) . For purposes of this definition, the amounts described in clauses (iii) and (iv) shall include any in-service withdrawals taken by the Participant from such accounts, plus interest at the annual rate of 6% from the date of withdrawal to the date immediately preceding the date of separation from service with the Employers and all Controlled Group Members, and the amounts described in clauses (i), (ii), (iii) and (iv) shall include any amounts payable pursuant to a qualified domestic relations order, plus (in the case of the amounts described in clauses (ii), (iii) and (iv)) interest at the annual rate of 6% from the date of withdrawal to the date immediately preceding the date of separation from service with the Employers and all Controlled Group Members.

     For purposes of the preceding clause (iv), “the Participant’s sub-account under the ESP attributable to Matching Employer Contributions” shall mean the sum of:

(1) the actual balance in Participant’s Matching Employer Contributions sub-account under the ESP as of December 31, 2008, plus actual gains and losses thereon under the ESP to the date immediately preceding the date of separation from service with the Employers and all Controlled Group Members (and including any prior in-service withdrawals or amounts payable pursuant to a qualified domestic relations order determined as provided in the immediately preceding paragraph), and

(2) for each Plan Year (under the ESP) commencing on or after January 1, 2009, in which a Participant is a Member (as defined in the ESP) of the ESP, an amount equal to a Matching Employer Contribution of 35% that would be made to the Participant’s account in the ESP, assuming that the Participant made a 6% elective employee contribution to the ESP for each such Plan Year on compensation up to the compensation limit under Section 401(a)(17) of the Code for each such Plan Year, plus interest thereon at an annual rate of 6% to the date immediately preceding the date of separation from service with the Employers and all Controlled Group Members.

     “Retirement Benefit” or “Benefit” means the vested benefit determined under Article IV.

     “Section 409A” means section 409A of the Code and any proposed, temporary or final regulations, or any notices or other guidance, promulgated with respect to Section 409A.

     “Social Security Benefit” means the maximum unreduced annual benefit payable under the Social Security Act, relating to Old-Age and Disability benefits, determined as of the time a Participant retires, for a person commencing his Social Security benefit at normal retirement age under Social Security for that calendar year, or if a Participant retires after attaining his Social Security normal retirement age, the amount of the maximum Social Security benefit for a person of that age upon his actual retirement date and age, if later; provided, however, for a Participant whose separation from service with the Employers and all Controlled Group Members occurs prior to his Normal Retirement Date, his “Social Security Benefit” shall be a projected Social Security Benefit equal to the maximum unreduced annual benefit payable under the provisions of the Social Security Act as in effect on the date of such separation from service indexed forward at 3 ¹ / 2 percent per annum to the Participant’s Normal Retirement Date.

     “Spouse” means the person to whom a Participant is legally married at the specified time.

     “Subsequent Deferral Rule” means any subsequent election by a Participant, or any modification of the Plan or a Participation Agreement that increases a Participant’s accrued benefit (other than modifications on account of Disability or death) or that alters the payment form, provided that such change (i) may not take effect for at least twelve (12) months; (ii) must be made at least twelve (12) months prior to the distribution of Benefits; and (iii) must delay distribution of Benefits at least five (5) years from the original distribution date. Increases in a Participation Factor or Years of Service not otherwise then provided for in the Plan after a Participant first executes a Participation Agreement shall be subject to the Subsequent Deferral Rule.

     “Termination for Cause” means the termination of a Participant’s employment due to any act by the Participant which the Committee, in its complete discretion, determines to be inimical to the best interests of the Controlled Group, including, but not limited to: (i) serious, willful misconduct in respect of his duties for his Employer, (ii) conviction of a felony or perpetration of a common law fraud, (iii) willful failure to comply with applicable laws with respect to the execution of his Employer’s business operations, (iv) theft, fraud, embezzlement, dishonesty or other conduct that has resulted or is likely to result in material economic damage to the

Controlled Group, or (v) failure to comply with requirements of his Employer’s drug and alcohol abuse policies, if any.

     “Years of Service” means each full and partial calendar-year (in increments of one-twelfth (1/12th) for each full month) of active employment with the Controlled Group during which substantial services were rendered as an employee, commencing on the date the Participant was first employed by the Controlled Group and ending on the date he ceases to perform services for the Controlled Group. At the discretion of the Committee, a Participant may be granted additional Years of Service for purposes of determining his Retirement Benefit.

     Section 2.2 Usage. Except where otherwise indicated by the context, any masculine terminology used herein shall also include the feminine and vice versa, and the definition of any term herein in the singular shall also include the plural and vice versa.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

     Section 3.1 Eligibility. An employee of an Employer shall be eligible to participate in the Plan only to the extent that he is a member of a select group of management or highly compensated employees, as such group is described under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. If the Administrator determines that any Participant is not a “management or highly compensated employee,” the Administrator may determine, in its sole discretion, that all future benefit accruals with respect to such Participant shall cease as of the effective date of such determination, and as of such date: (i) Years of Service shall no longer be credited to the Participant for any purpose under the Plan; (ii) the Participant’s Compensation shall be frozen for purposes of determining his or her Final Average Pay; and (iii) the Participant’s accrued benefit under the Plan shall be frozen and such Participant’s benefit shall be determined based on the accrued benefit in effect on such date and on his or her age and service as determined on such date. The Administrator may consider unfreezing a Participant’s accruals in the future, provided that such action is permitted under Section 409A.

     Section 3.2 Participation. An employee who is eligible to participate in the Plan pursuant to Section 3.1 shall become a Participant at such time and for such period he is designated as such by the Committee. Each Participant shall execute and deliver to the Company a Participation Agreement.

ARTICLE IV
RETIREMENT BENEFIT

     Section 4.1 Retirement Benefit. Except for Participants described in Section 4.4, the Retirement Benefit for a Participant who retires from the employ of his Employer and all Controlled Group Members on or after his Normal Retirement Date shall be an annual benefit, expressed as a single life annuity payable over the Participant’s life, in an amount equal to (a) minus (b), multiplied by the Participant’s Participation Factor, where:

          (a) is:

     (i) for an individual who was a Participant as of December 31, 2004, one and four hundred forty-five thousandths percent (1.445%) of such Participant’s Final Average Pay multiplied by his Years of Service, but not greater than sixty-five percent (65%) of the Participant’s Final Average Pay; or

     (ii) for an individual who becomes a Participant on or after January 1, 2005 and who is designated as a Management Committee and Regional President Participant, one and three hundred thirty-three thousandths percent (1.333%) of such Participant’s Final Average Pay multiplied by his Years of Service, but not greater than sixty percent (60%) of the Participant’s Final Average Pay; or

     (iii) for an individual who becomes a Participant on or after January 1, 2005 and who is designated as an Other Participant, one and one hundred eleven thousandths percent (1.111%) of such Participant’s Final Average Pay multiplied by his Years of Service, but not greater than fifty percent (50%) of the Participant’s Final Average Pay; and

          (b) is the sum of:

     (i) The Social Security Benefit;

     (ii) the Participant’s Foreign Plan Benefit, if any;

     (iii) the Participant’s Qualified Plan Benefit; and

     (iv) the Participant’s Prior Employer Benefit, if any.

     For purposes of making the calculation in Subsection (a) of this Section, Years of Service earned after the last day of the Plan Year in which the Participant attains age sixty-five (65) shall not be counted.

     Section 4.2 Early Retirement Benefit. Except for Participants described in Section 4.4, the Retirement Benefit for a Participant with a vested right to his Benefit as provided in Section 4.3 who retires from the employ of his Employer and all Controlled Group Members prior to his Normal Retirement Date shall be the annual benefit computed under Section 4.1, reduced to an Actuarial Equivalent annual benefit based on the Participant’s attained age when his Benefit hereunder commences.

     Section 4.3 Vesting.

          (a) Except as provided below or as otherwise provided in Section 4.4, a Participant who is in the active employ of an Employer shall have a vested right to his Benefit only upon the occurrence of any of the following:

     (i) with approval by the Committee, the attainment of his Early Retirement Date;

     (ii) the attainment of his Normal Retirement Date;

     (iii) his death prior to actual retirement; or

     (iv) his Disability prior to actual retirement.

          (b) Notwithstanding the preceding, a Participant’s Benefits hereunder shall be forfeited, and no Benefits shall be payable hereunder with respect to him or his beneficiaries, in the event of:

     (i) his Termination for Cause prior to receiving all or a portion of his Benefit; or

     (ii) his termination of employment with all Controlled Group Members prior to satisfying the requirements for vesting set forth in Subsection (a) of this Section.

     Section 4.4 Other Retirement Benefits. In lieu of or in addition to the Benefit provided under Section 4.1 or 4.2, the Committee may, in its discretion, determine to provide, a Participant with an alternative or an additional supplemental pension benefit under this Plan, provided that the Company and such Participant negotiate or have previously negotiated a supplemental pension arrangement that provides for amounts to be paid other than or in addition to the Benefits otherwise provided pursuant to the other terms hereof. The amount of such Participant’s supplemental pension, the manner of payment thereof and any other terms or conditions applicable thereto, including compliance with Section 409A, shall be as set forth herein and in the agreement between the Company and the Participant with respect to such arrangement. Articles VII, VIII and IX of the Plan shall apply to the supplemental pension payable pursuant to any such arrangement to the extent such Articles do not conflict with the provisions of such agreement.

     Section 4.5 Maximum Retirement Benefit. Anything in this Plan to the contrary notwithstanding, the maximum annual Retirement Benefit determined for a Participant under Section 4.1 shall not exceed $300,000, or such greater amount provided in a Participant Agreement, in each case, expressed as a single life annuity.

ARTICLE V
PAYMENT OF RETIREMENT BENEFIT

     Section 5.1 Payment of Retirement Benefits. A Participant who retires under this Plan from the employ of his Employer and all Controlled Group Members on or after his Normal Retirement Date or who separates from service with his Employer and all Controlled Group Members on or after the attainment of age 55 with a vested right to his Benefit shall then be entitled to, and shall receive, a Retirement Benefit, determined in accordance with Section 4.1 or 4.2, as applicable. A Participant shall not be deemed to have retired under this Section 5.1 unless his retirement constitutes a separation from service within the meaning of Section 409A. Subject to Article X hereof, such Benefit shall commence not later than ninety (90) days following the date the Participant’s retirement from his Employer becomes effective; provided, however, that if a Participant elects in a Participant Agreement a single lump sum as provided in Section 5.2, such Participant may elect that such payment be made at the beginning of the second calendar year commencing after the Participant’s retirement. Each payment of a Benefit pursuant to this

Section 5.1 and payment under this Plan shall be regarded as a separate payment and not a series of payments for purposes of Section 409A.

     Section 5.2 Form of Retirement Benefits.

          (a) Except as otherwise provided herein, to the extent a Benefit is payable to a Participant under Section 5.1, it shall be paid in the form of a single life annuity.

          (b) Notwithstanding the provisions of Section 5.2(a), a Participant may elect in a Participation Agreement to have his Benefit paid in (i) the form of a single lump sum, (ii) ten (10) substantially equal annual payments or (iii) a 50% or 100% surviving Spouse annuity that, in each case, is Actuarially Equivalent to such single life annuity set forth in Section 5.2(a).

          (c) Notwithstanding anything herein to the contrary, a Participant (i) must designate the form of distribution to the extent not previously so elected and/or (ii) may make a new election to change a previously filed election with respect to the form of distribution, in each case in a Participation Agreement no later than December 31, 2008. Any Participant who fails to deliver a new payment election in a Participation Agreement as provided above shall continue to participate in the Plan in accordance with his or her prior distribution election, which shall be administered in accordance with Section 409A. Any subsequent election made after December 31, 2008 will be subject to the Subsequent Deferral Rule.

          (d) If a Participant fails to make an election in a timely manner as provided in Section 5.2(c) or Section 5.5, his Benefit shall be paid in the form of a single life annuity if he is an unmarried Participant or a 100% surviving Spouse annuity if he is a married Participant at the time such payment is made, as determined in this Section 5.2.

          (e) Notwithstanding anything herein to the contrary, if a Participant incurs a separation from service before attaining age 55, any Benefit payable to such Participant will paid in the form of a single lump sum.

     Section 5.3 Payment Procedure. The Employer shall establish and maintain an Account for each Participant and beneficiary who is receiving a Benefit under the Plan. Immediately prior to any distribution hereunder to any Participant or beneficiary, the Employer shall credit the amount of such distribution to such Account and then immediately distribute or commence to distribute the amount so credited to the Participant, or as applicable, to his beneficiary. Neither the Participant nor his beneficiary(s) shall have any interest or right in any such Account at any time. All amounts credited to the Accounts established under the Plan shall be credited solely for the purpose of effecting distributions hereunder and shall remain assets of the Employer subject to the claims of such Employer’s general creditors.

ARTICLE VI
PAYMENT OF BENEFIT ON OR AFTER DEATH OR DISABILITY

     Section 6.1 Commencement of Benefit Payments Before Vesting. If a married Participant dies, or a Participant becomes Disabled while employed by his Employer but prior to becoming entitled to a Retirement Benefit under Section 5.1, the Committee may provide that the Participant or his surviving Spouse shall receive a Benefit computed under Section 4.2, as if the

Participant had retired immediately prior to his death or Disability and, if such death or Disability occurred prior to his attainment of age fifty-five (55), as if he had attained such age. If a married Participant dies simultaneously with such Participant’s Spouse or an unmarried Participant dies while employed by his Employer but prior to becoming entitled to a Retirement Benefit under Section 5.1, the Participant’s estate shall receive a Benefit computed under Section 4.2 as if the Participant had retired immediately prior to his death and, if such death occurred prior to his attainment of age fifty-five (55), as if he had attained such age.

     Section 6.2 Commencement of Benefit Payments After Vesting. If a Participant dies, dies simultaneously with such Participant’s Spouse or becomes Disabled while employed by his Employer after becoming entitled to a Retirement Benefit under Section 5.1, but prior to commencing the receipt of his Benefit, the Participant, the Participant’s surviving Spouse or, in the case of the simultaneous death of the Participant and his Spouse or the death of an unmarried Participant, the Participant’s estate shall receive a Benefit computed under Section 4.2 as if the Participant had retired immediately prior to his death or Disability at his then attained age.

     Section 6.3 Form of Payment. Any Benefit payable under this Article VI to a Participant who is Disabled shall be paid in any form permitted under and determined in accordance with Section 5.2 and the Participation Agreement of such Participant. Any Benefit payable under this Article to the Spouse of a Participant who has died prior to commencing the receipt of his Benefit shall be paid in the form of a 100% pre-retirement surviving Spouse annuity based on the Participant’s Benefit as though he had retired the day before his death and elected a 100% joint and survivor annuity form with his Spouse as the survivor beneficiary and determined in accordance with Section 5.2. Any Benefit payable under this Article to the estate of a Participant who has died prior to commencing the receipt of his Benefit shall be paid in the form of a single lump sum distribution that is Actuarially Equivalent to a single life annuity.

     Section 6.4 Committee Action. The Committee may, in its sole discretion, provide that the amount of the Retirement Benefit payable on death or Disability shall be enhanced (including, but limited to, an enhancement that takes into account projected additional Years of Service or increases in Compensation that would have occurred absent the Participant’s death or Disability).

ARTICLE VII
ADMINISTRATION

     Section 7.1 General. The Company shall appoint the Administrator, consisting of two or more individuals who have accepted appointment thereto. The members of the Administrator shall serve at the discretion of the Company and may resign by written notice to the Company. Vacancies in the Administrator shall be filled by the Company. Except as otherwise specifically provided in the Plan, the Administrator shall be responsible for administration of the Plan. The Administrator shall be the “named fiduciary” within the meaning of Section 402(c)(2) of ERISA.

     Section 7.2 Administrative Rules. The Administrator may adopt such rules of procedure as it deems desirable for the conduct of its affairs, except to the extent that such rules conflict with the provisions of the Plan.

     Section 7.3 Duties. The Administrator shall have the following rights, powers and duties:

          (a) The decision of the Administrator in matters within its jurisdiction shall be final, binding and conclusive upon the Employers and upon any other person affected by such decision, subject to the claims procedure hereinafter set forth.

          (b) The Administrator shall have the sole and absolute duty and authority to interpret and construe the provisions of the Plan, to determine eligibility for Benefits and the appropriate amount of any Benefits, to decide any question (including any factual question) which may arise regarding the rights of employees, Participants and beneficiaries and the amounts of their respective interests, to construe any ambiguous provision of the Plan, to correct any defect, supply any omission or reconcile any inconsistency, to adopt such rules and to exercise such powers as the Administrator may deem necessary for the administration of the Plan, and to exercise any other rights, powers or privileges granted to the Administrator by the terms of the Plan.

          (c) The Administrator may appoint such agents, counsel, accountants, consultants and other persons as it deems necessary to assist in the administration of the Plan, including, without limitation, employees of an Employer.

          (d) The Administrator shall periodically report to the Board with respect to the status of the Plan.

     Section 7.4 Fees. No fee or compensation shall be paid to any person for services as the Administrator.

     Section 7.5 Limitation of Actions. No individual acting on behalf of the Administrator pursuant to this Article shall have any right to vote upon or decide any matters relating solely to his own rights under the Plan.

ARTICLE VIII
CLAIMS PROCEDURE

     Section 8.1 General. Any claim for Benefits under the Plan shall be filed by the Participant or beneficiary (“claimant”) on the form prescribed for such purpose with the Administrator. A decision on a claim shall be made within ninety (90) days after receipt of the claim by the Administrator, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than one hundred and eighty (180) days after receipt of the claim.

     Section 8.2 Denials. If a claim under the Plan is wholly or partially denied, written notice of the decision shall be furnished to the claimant by the Administrator. Such notice shall be written in a manner calculated to be understood by the claimant and shall set forth:

          (a) the specific reason or reasons for the denial;

          (b) specific reference to the pertinent provision of the Plan upon which the denial is based;

          (c) a description of any additional material or information necessary for the claimant to perfect the claim; and

          (d) an explanation of the claim review procedure under Sections 8.3 and 8.4.

     Section 8.3 Appeals Procedure. In order that a claimant may appeal a denial of a claim, the claimant or the claimant’s duly authorized representative may:

          (a) request a review by written application to the Administrator, or its designate, no later than sixty (60) days after receipt by the claimant of written notification of denial of a claim;

          (b) review pertinent documents; and

          (c) submit issues and comments in writing.

     Section 8.4 Review. A decision on review of a denied claim shall be made not later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than one hundred and twenty (120) days after receipt of a request for review. The decision on review shall be in writing, shall be written in a manner calculated to be understood by the claimant, shall include the specific reason(s) for the decision and the specific reference(s) to the pertinent provisions of the Plan on which the decision is based and shall, to the extent permitted by law, be final and binding on all interested persons.

ARTICLE IX
MISCELLANEOUS PROVISIONS

     Section 9.1 Amendment and Termination. The Company reserves the right to amend or terminate the Plan in any manner that it deems advisable and at any time, by resolution of the Board. Notwithstanding the preceding, no amendment or termination of the Plan (other than an amendment or termination as necessary to comply with Section 885(d) of the AJCA or with Section 409A) shall reduce the accrued Benefit of any Participant determined as of the day immediately preceding the effective date of such amendment or termination.

     Section 9.2 No Assignment. A Participant shall not have the power, without the consent of the Administrator, to pledge, transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in advance any interest in amounts payable hereunder or any of the payments provided for herein, nor shall any interest in amounts payable hereunder or in any payments be subject to seizure for payments of any debts, judgments, alimony or separate maintenance, or be reached or transferred by operation of law in the event of bankruptcy, insolvency or otherwise. If a Participant (or beneficiary) attempts to pledge, transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in advance any interest in a Participant’s (or beneficiary’s) Benefit, or if by reason of his bankruptcy or other event that would permit any other individual to obtain his right to his Benefit, he would not be able to enjoy

his Benefit, the Administrator may, in its sole discretion, terminate the Participant’s (or beneficiary’s) interest in any Benefit to the extent the Administrator considers it necessary or advisable to prevent or limit the effects of such occurrence. Such termination shall be effected by filing a declaration with the Company and delivering a copy of such declaration to the Participant (or beneficiary).

     Any Benefit affected by such termination of interests shall be retained by the Company and, in the Administrator’s sole discretion, may be paid or expended for the benefit of the affected Participant (or beneficiary), his spouse, his children or any other person dependent upon him, in such manner as the Administrator determines is proper.

     Section 9.3 Successors and Assigns. The provisions of the Plan are binding upon and inure to the benefit of each Employer, its successors and assigns, and the Participant, his beneficiaries, heirs, legal representatives and assigns.

     Section 9.4 Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of Ohio, except to the extent pre-empted by applicable Federal law.

     Section 9.5 No Guarantee of Employment. Nothing contained in the Plan shall be construed as a contract of employment or deemed to give any Participant the right to be retained in the employ of any Controlled Group Member or any equity or other interest in the assets, business or affairs of a Controlled Group Member. No Participant hereunder shall have a security interest in assets of an Employer used to make contributions or pay benefits.

     Section 9.6 Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

     Section 9.7 Notification of Addresses. Each Participant and each beneficiary shall file with the Administrator, from time to time, in writing, the post office address of the Participant, the post office address of each beneficiary, and each change of post office address. Any communication, statement or notice addressed to the last post office address filed with the Administrator (or if no address was filed, then to the last post office address of the Participant or beneficiary as shown on the Employer’s records) shall be binding on the Participant and each beneficiary for all purposes of the Plan and neither the Administrator nor any Employer shall be obligated to search for or ascertain the whereabouts of any Participant or beneficiary.

     Section 9.8 Bonding. The Administrator and all agents and advisors employed by it shall not be required to be bonded.

     Section 9.9 Withdrawal of Employer. An Employer (other than the Company) may withdraw from participation in the Plan and such withdrawal shall constitute a termination of the Plan as to that Employer; provided, however, that the Employer shall continue to be treated as an Employer under the Plan with respect to those Participants (and beneficiaries) to whom the Employer owes a continuing obligation under the Plan. An Employer may withdraw by executing a written instrument of withdrawal, approved by its board of directors, and such

withdrawal shall be effective on the date designated in the instrument or, if no date is specified, on the date of execution of the instrument.

     Section 9.10 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Spouse under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer.

ARTICLE X
COMPLIANCE WITH SECTION 409A

     Section 10.1 Section 409A. (a) It is intended that the Plan and any Benefits hereunder comply with the provisions of Section 409A, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. The Plan and each Participant Agreement shall be administered in a manner consistent with this intent.

          (b) Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant or for a Participant’s benefit under the Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its affiliates.

          (c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A), the Participant is a specified employee (within the meaning of Section 409A and determined in accordance with procedures adopted by the Company) the Participant’s Benefit shall commence on the earlier to occur of (A) the first day of the 7 ^th month following the separation from service or (B) the Participant’s death, except that in the case of annual or more frequent payments, a payment will only be distributed on such date if such payment has otherwise become due and payable and any subsequent payments shall be paid pursuant to the applicable schedule, then the Company shall not pay any Benefit on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day of the seventh month after such separation from service.

          (d) Notwithstanding any provision of the Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A the Company reserves the right to make amendments to the Plan and Participation Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s Benefit in connection with the Plan (including any taxes and penalties under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

ARTICLE XI
FUNDING

     The entire cost of this Plan shall be paid from the general assets of the Employer. No liability for the payment of benefits under the Plan shall be imposed upon any officer, trustee, employee, or agent of an Employer.

     IN WITNESS WHEREOF, Lincoln Electric Holdings, Inc. has caused this amendment and restatement of the Lincoln Electric Holdings, Inc. Supplemental Executive Retirement Plan to be executed in its name as of December 31, 2008.

Date: December 31, 2008

TABLE OF CONTENTS

		Page
ARTICLE I GENERAL			1
Section 1.1      Effective Date			1
Section 1.2      Intent			1
Section 1.3      Benefit freeze			1
ARTICLE II DEFINITIONS AND USAGE			2
Section 2.1      Definitions			2
Section 2.2      Usage			7
ARTICLE III ELIGIBILITY AND PARTICIPATION			7
Section 3.1      Eligibility			7
Section 3.2      Participation			7
ARTICLE IV RETIREMENT BENEFIT			7
Section 4.1      Retirement Benefit			7
Section 4.2      Early Retirement Benefit			8
Section 4.3      Vesting			8
Section 4.4      Other Retirement Benefits			9
Section 4.5      Maximum Retirement Benefit			9
ARTICLE V PAYMENT OF RETIREMENT BENEFIT			9
Section 5.1      Payment of Retirement Benefits			9
Section 5.2      Form of Retirement Benefits			10
Section 5.3      Payment Procedure			10
ARTICLE VI PAYMENT OF BENEFIT ON OR AFTER DEATH OR DISABILITY			10
Section 6.1      Commencement of Benefit Payments Before Vesting			10
Section 6.2      Commencement of Benefit Payments After Vesting			11
Section 6.3      Form of Payment			11
Section 6.4      Committee Action			11
ARTICLE VII ADMINISTRATION			11
Section 7.1      General			11
Section 7.2      Administrative Rules			11
Section 7.3      Duties			11

TABLE OF CONTENTS
(continued)

		Page
Section 7.4      Fees			12
Section 7.5      Limitation of Actions			12
ARTICLE VIII CLAIMS PROCEDURE			12
Section 8.1      General			12
Section 8.2      Denials			12
Section 8.3      Appeals Procedure			13
Section 8.4      Review			13
ARTICLE IX MISCELLANEOUS PROVISIONS			13
Section 9.1      Amendment and Termination			13
Section 9.2      No Assignment			13
Section 9.3      Successors and Assigns			14
Section 9.4      Governing Law			14
Section 9.5      No Guarantee of Employment			14
Section 9.6      Severability			14
Section 9.7      Notification of Addresses			14
Section 9.8      Bonding			14
Section 9.9      Withdrawal of Employer			14
Section 9.10    Coordination with Other Benefits			15
ARTICLE X COMPLIANCE WITH SECTION 409A			15
Section 10.1    Section 409A			15
ARTICLE XI        FUNDING			15

Exhibit 10.2

LINCOLN ELECTRIC HOLDINGS, INC.
2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES

(AS AMENDED AND RESTATED AS OF DECEMBER 31, 2008)

ARTICLE I

PURPOSE

     The Lincoln Electric Holdings, Inc. 2005 Deferred Compensation Plan (the “Plan”) was established by Lincoln Electric Holdings, Inc., effective December 30, 2004 to allow designated management and highly compensated employees to defer a portion of their current salary and bonus compensation. The Plan is hereby amended and restated as of December 31, 2008.

     The Plan is intended to comply with Section 409A of the Code, and shall be construed and interpreted in accordance with such intent.

     It is intended that the Plan will aid in attracting and retaining employees of exceptional ability by providing these benefits. The terms and conditions of the Plan are set forth below.

ARTICLE II

DEFINITIONS AND CONSTRUCTION

Section 2.1 Definitions. Whenever the following terms are used in this Plan they shall have the meanings specified below unless the context clearly indicates to the contrary:

     (a) “Account”: The bookkeeping account maintained for each Participant showing his or her interest under the Plan.

     (b) “Accounting Date”: December 31 of each year and the last day of any calendar quarter in which a Participant’s Settlement Date occurs.

     (c) “Accounting Period”: The period beginning on the day immediately following an Accounting Date and ending on the next following Accounting Date.

     (d) “Administrator”: The committee established pursuant to the provisions of Section 7.1.

     (e) “Base Salary”: The base earnings earned by a Participant and payable to him by the Corporation with respect to a Plan Year without regard to any increases or decreases in base earnings as a result of an election to defer base earnings under this Plan, or an election between benefits or cash provided under a plan of the Corporation maintained pursuant to Section 125 or 401(k) of the Code.

     (f) “Beneficiary”: The person or persons (natural or otherwise), within the meaning of Section 6.6, who are entitled to receive distribution of the Participant’s Account balance in the event of the Participant’s death.

     (g) “Board”: The Board of Directors of Holdings.

     (h) “Bonus” or “Bonuses”: Any cash bonus earned by a Participant and payable to him by the Corporation with respect to any bonus plan year ending within a Plan Year without regard to any decreases as a result of an election to defer any portion of a bonus under this Plan, or an election between benefits or cash provided under a plan of the Corporation maintained pursuant to Section 125 or 401(k) of the Code.

     (i) “Cash LTIP”: Any cash incentive award under the Lincoln Electric Holdings, Inc. Cash Long Term Incentive Plan.

     (j) “Code”: The Internal Revenue Code of 1986, as amended from time to time, and any rules and regulations promulgated thereunder. Any reference to a provision of the Code shall also include any successor provision that modifies, replaces or supersedes it.

     (k) “Committee”: The Compensation & Executive Development Committee of the Board.

     (l) “Compensation”: The amount of Base Salary plus Bonuses earned by a Participant and payable to him by the Corporation with respect to a Plan Year, plus the amount of Cash LTIP awarded to a Participant.

     (m) “Corporation”: Holdings and any Participating Employer or any successor or successors thereto.

     (n) “Deferral Commitment”: An agreement by a Participant to have a specified percentage or dollar amount of his or her Compensation deferred under the Plan.

     (o) “Deferral Period”: The Plan Year for which a Participant has elected to defer a portion of his or her Compensation or with respect to the Cash LTIP, the Plan Year(s) corresponding to the measurement period for the Cash LTIP.

     (p) “Disability”: A Participant shall be considered to have a Disability if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Corporation’s plan providing benefits for short term disability.

     (q) “Effective Date”: This Plan was originally established by the Corporation effective as of December 30, 2004. This amended and restated Plan shall be effective as of December 31, 2008.

     (r) “Employee”: Any employee of the Corporation who is, as determined by the Committee, a member of a “select group of management or highly compensated employees” of the Corporation, within the meaning of Sections 201, 301 and 401 of ERISA, and who is designated by the Committee as an Employee eligible to participate in the Plan.

     (s) “Employee Savings Plan”: The Lincoln Electric Holdings, Inc. Employee Savings Plan.

     (t) “ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time, and any rules or regulations promulgated thereunder. Any reference to a provision of ERISA shall also include any provision that modifies, replaces or supersedes it.

     (u) “Financial Hardship”: A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

     (v) “Holdings”: Lincoln Electric Holdings, Inc., an Ohio corporation.

     (w) “Investment Funds”: Has the meaning set forth in Section 5.3.

     (x) “Investment Request”: An investment preference request filed by a Participant which (i) shall apply with respect to contributions credited to the Participant’s Account until the timely filing of a subsequent Investment Request and (ii) shall determine the manner in which such credited contributions shall be initially allocated by the Participant among the various Investment Funds within the Plan. A subsequent Investment Request may be submitted in writing (or in an electronic format) to the Administrator by the Participant. Such Investment Request will be effective on the first business day of the next calendar month following receipt by the Administrator of such Investment Request.

     (y) “Investment Re-Allocation Request”: An investment preference request filed by a Participant which shall re-direct the manner in which earlier credited amounts to a Participant’s Account, as well as any appreciation (or depreciation) to-date, are invested within the deemed Investment Funds available in the Plan. An Investment Re-Allocation Request may be submitted in writing (or in an electronic format) to the Administrator by the Participant. Such Investment Re-Allocation Request will be effective on the first business day of the next calendar month with respect to the balance of the Participant’s Account following receipt by the Administrator of such Investment Re-Allocation Request.

     (z) “Participant”: An Employee participating in the Plan in accordance with the provisions of Section 3.1 or former Employee retaining benefits under the Plan that have not been fully paid.

     (aa) “Participating Employer”: The Lincoln Electric Company, and any other subsidiary or affiliate of Holdings that adopts the Plan with the consent of the Committee. Any Participating Employer that adopts the Plan and thereafter ceases to exist, ceases to be a subsidiary or affiliate or Holdings or withdraws from the Plan shall no longer be considered a Participating Employer unless otherwise determined by the Committee.

     (bb) “Participation Agreement”: The Agreement submitted by a Participant to the Administrator with respect to one (1) or more Deferral Commitments.

     (cc) “Plan”: The Plan set forth in this instrument as it may, from time to time, be amended.

     (dd) “Plan Year”: The twelve (12) — month period beginning January 1 through December 31, commencing with the Plan Year beginning January 1, 2005.

     (ee) “Retirement”: Termination of employment with the Corporation on or after attainment of age fifty-five (55).

     (ff) “Section 409A”: Section 409A of the Code and any proposed, temporary or final regulations, or any notices or other guidance, promulgated with respect to Section 409A.

     (gg) “Settlement Date”: The date on which a Participant separates from service (within the meaning of Section 409A) with the Corporation. “Bona fide leaves of absence” (within the meaning of Section 409A) granted by the Corporation will not be considered a separation from service during the term of such leave. Settlement Date will also include a date selected by the Participant pursuant to Section 6.3.

     (hh) “Specified Employee”: A Participant who is a “specified employee” within the meaning of Section 409A and pursuant to procedures established by the Corporation.

     (ii) “Subsequent Deferral Rule”: Any subsequent election (other than modifications on account of Disability, death or a Financial Hardship) that alters the payment form or the date of distribution designated in the Participant’s original Participation Agreement (i) may not take effect for at least twelve (12) months; (ii) must be made at least twelve (12) months prior to the due date of the first payment under the Participant’s original Participation Agreement; and (iii) must extend payment of a Participant’s Account at least five (5) years from the due date of the first payment under the Participant’s original Participation Agreement.

Section 2.2 Construction. The masculine or feminine gender, where appearing in the Plan, shall be deemed to include the opposite gender, and the singular may include the plural, unless the context clearly indicates to the contrary. The words “hereof,” “herein,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Plan, and not to any particular provision or Section.

ARTICLE III

PARTICIPATION AND DEFERRALS

Section 3.1 Eligibility and Participation.

     (a) Eligibility. Eligibility to participate in the Plan for any Deferral Period is limited to those management and/or highly compensated Employees of the Corporation (i) who are designated, from time to time, by the Committee, and (ii) who have elected to make the maximum elective contributions permitted them under the terms of the Employee Savings Plan for such Deferral Period.

     (b) Participation. An eligible Employee may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation Agreement to the Administrator by the last business day immediately preceding the applicable Deferral Period.

     (c) Initial Year of Participation. Except as provided in Section 3.1(d), in the event that an individual first becomes eligible to participate during a Plan Year and wishes to elect a Deferral Commitment with respect to the Compensation earned by and payable to the individual during such Plan Year, a Participation Agreement must be submitted to the Administrator no later than thirty (30) days following such individual’s initial eligibility. Any Deferral Commitments elected in such Participation Agreement shall be effective only with regard to Compensation earned following the submission of the Participation Agreement to the Administrator. If an eligible Employee does not submit a Participation Agreement within such period of time, such individual will not be eligible to participate in the Plan until the first day of a Deferral Period subsequent to the Deferral Period in which the individual initially became eligible to participate.

     (d) Participation for 2005. In the event that an individual wishes to elect a Deferral Commitment with respect to the Compensation earned by and payable to the individual during the Plan Year beginning January 1, 2005, a Participation Agreement must be submitted to the Administrator on or before March 15, 2005. Any Deferral Commitments elected in such Participation Agreement shall be effective only with regard to Compensation that has not been paid or become payable at the time of submission. If an Eligible Employee does not submit a Participation Agreement within such period of time, such individual will not be eligible to participate in the Plan until the first day of a Deferral Period subsequent to the 2005 Plan Year.

     (e) Termination of Participation. Participation in the Plan shall continue as long as the Participant is eligible to receive benefits under the Plan.

Section 3.2 Ineligible Participant. If the Administrator determines that any Participant may not qualify as a member of a select group of “management or highly compensated employees” within the meaning of ERISA, or regulations promulgated thereunder, the Administrator may determine, in its sole discretion, that such Participant shall not be permitted to elect to defer Compensation with respect to any subsequent Deferral Period.

Section 3.3 Amount of Deferral.

     (a) With respect to each Deferral Period, a Participant may elect to defer a specified dollar amount or percentage of his or her Compensation, provided the amount the Participant elects to defer under this Plan and the Employee Savings Plan shall not exceed the sum of eighty percent (80%) of his or her Base Salary plus eighty percent (80%) of his or her Bonus plus eighty percent (80%) of his or her Cash LTIP with respect to such Deferral Period. Such amount to be deferred shall be indicated in the Participant’s Participation Agreement. A Participant may choose to have amounts deferred under this Plan deducted from his or her Base Salary, Bonus, Cash LTIP or a combination of the foregoing, which shall also be indicated in the Participant’s Participation Agreement.

     (b) For the first Deferral Period with respect to each category of Compensation, a Participant may elect to defer all or any portion of his or her Base Salary, Bonus and/or Cash

LTIP earned or payable after the later of the effective date of the Participation Agreement or the date of filing the Participation Agreement with the Administrator, provided each deferred amount for each Deferral Period does not exceed the annual limitations under this Section 3.3 computed for the calendar year in which such Deferral Period commences and provided that with respect to the Bonus and/or Cash LTIP, so long as the amounts in respect of the Bonus and/or Cash LTIP, as applicable, have not yet become “readily ascertainable” (within the meaning of Section 409A).

     (c) A Participant may change the dollar amount or percentage of his or her Compensation to be deferred by filing a written notice thereof with the Administrator. Any such change shall be effective as of the first day of the Plan Year immediately succeeding the Plan Year in which such notice is filed with the Administrator; provided, however, with respect to a Deferral Commitment of an eligible Employee’s Bonus or Cash LTIP, (i) if the notice of change is filed with the Administrator on or before the date that is six months before the end of the performance period applicable to such Bonus or Cash LTIP, as applicable, and (ii) provided that the notice is filed with the administrator before the Bonus or Cash LTIP, as applicable, has become “readily ascertainable” (within the meaning of Section 409A), the change in the dollar amount or percentage of Compensation to be deferred will be effective on the date the change is filed with the Administrator.

ARTICLE IV

PARTICIPANTS’ ACCOUNTS

Section 4.1 Establishment of Accounts. The Corporation, through its accounting records, shall establish an Account for each Participant. In addition, the Corporation may establish one (1) or more sub-accounts of a Participant’s Account, if the Corporation determines that such sub-accounts are necessary or appropriate in administering the Plan.

Section 4.2 Elective Deferred Compensation. A Participant’s Compensation that is deferred pursuant to a Deferral Commitment shall be credited to the Participant’s Account within thirty (30) days following the date the corresponding non-deferred portion of his or her Compensation would have been paid to the Participant. Any withholding of taxes or other amounts with respect to deferred Compensation which is required by state, federal or local laws shall be withheld from the Participant’s deferred Compensation.

Section 4.3 Determination of Accounts.

     (a) The amount credited to each Participant’s Account as of a particular date shall equal the deemed balance of such Account as of such date. The balance in the Account shall equal the amount credited pursuant to Section 4.2, and shall be adjusted in the manner provided in Section 4.4.

     (b) The Corporation, through its accounting records, shall maintain a separate and distinct record of the amount in each Account as adjusted to reflect income, gains, losses, withdrawals and distributions.

Section 4.4 Adjustments to Accounts.

     (a) Each Participant’s Account shall be debited with the amount of any distributions under the Plan to or on behalf of the Participant or, in the event of his or her death, his or her Beneficiary during the Accounting Period ending on such Accounting Date.

     (b) The Participant’s Account shall next be credited or debited, as the case may be, on a daily basis with the performance of each deemed Investment Fund based on the manner in which the balance of such Participant’s Account has been allocated among the deemed Investment Funds provided for in Article V. The performance of each deemed Investment Fund (either positive or negative) will be determined by the Administrator, in its sole discretion.

     (c) Earnings on any amounts deemed to have been invested in any deemed Investment Fund will be deemed to have been reinvested as the Committee so determines.

Section 4.5 Statement of Accounts. As soon as practicable after the end of each Plan Year, a statement shall be furnished to each Participant or, in the event of his or her death, to his or her Beneficiary showing the status of his or her Account as of the end of the Plan Year, any changes in his or her Account since the end of the immediately preceding Plan Year, and such other information as the Administrator shall determine.

Section 4.6 Vesting of Accounts. Subject to Section 5.1, each Participant shall at all times have a nonforfeitable interest in his or her Account balance.

ARTICLE V

FINANCING OF BENEFITS

Section 5.1 Financing of Benefits. Benefits payable under the Plan to a Participant or, in the event of his or her death, to his or her Beneficiary shall be paid by the Corporation from its general assets. The payment of benefits under the Plan represents an unfunded, unsecured obligation of the Corporation. Notwithstanding the fact that the Participants’ Accounts may be adjusted by an amount that is measured by reference to the performance of any deemed Investment Funds as provided in Section 5.3, no person entitled to payment under the Plan shall have any claim, right, security interest or other interest in any fund, trust, account, insurance contract, or asset of the Corporation which may be responsible for such payment.

Section 5.2 Security For Benefits. Notwithstanding the provisions of Section 5.1, nothing in this Plan shall preclude the Corporation from setting aside amounts in trust (the “Trust”) pursuant to one (1) or more trust agreements between a trustee and the Corporation. However, no Participant or Beneficiary shall have any secured interest or claim in any assets or property of the Corporation or the Trust and all funds contained in the Trust shall remain subject to the claims of the Corporation’s general creditors.

Section 5.3 Deemed Investments. The Committee may designate one (1) or more separate investment funds or vehicles or measures for crediting earnings, including, without limitation, certificates of deposit, mutual funds, money market accounts or funds, limited partnerships, or debt or equity securities, including equity securities of the Corporation (measured by market value, book value or any formula selected by the Committee), in which the amount credited to a Participant’s Account will be deemed to be invested (collectively, the “Investment Funds”). An Investment Request or Investment Re-Allocation Request will advise the Administrator as to the

Participant’s preference with respect to Investment Funds for all or some portion of the amounts credited to a Participant’s Account in specified multiples of one percent (1%).

Section 5.4 Change of Investment Request Election.

     (a) A Participant may change his or her Investment Request prospectively as of the first business day of any calendar month by giving the Administrator prior written (or in an electronic format) notice by filing an Investment Request, with respect to contributions subsequently credited to a Participant’s Account.

     (b) A Participant may change his or her Investment Re-Allocation Request prospectively as of the first business day of any calendar month by giving the Administrator prior written (or in an electronic format) notice by filing an Investment Re-Allocation Request, with respect to all or a portion of the Participant’s Account.

     (c) The Administrator may, but is under no obligation to, deem the amounts credited to a Participant’s Account to be invested in accordance with the Investment Request or Investment Re-Allocation Request made by the Participant, or the Committee may, instead, in its sole discretion, deem such Account to be invested in any deemed Investment Funds selected by the Committee.

     (d) Notwithstanding any provision of the Plan to the contrary:

     (i) The Administrator, in its sole and absolute discretion (but subject to the requirements of applicable law) may temporarily suspend, in whole or in part, certain Plan transactions, including without limitation, the right to change investment preference allocation elections and/or the right to receive a distribution or withdrawal from a Participant’s Account in the event of any conversion, change in recordkeepers, change in Investment Funds and/or Plan merger, spin-off or similar corporate change.

     (ii) In the event of a change in Investment Funds and/or a Plan merger, spin-off or similar corporate change, the Administrator, in its sole and absolute discretion may decide to map investments from a Participant’s prior investment preference allocation elections to the then available Investment Funds under the Plan. In the event that investments are mapped in this manner, the Participant will be permitted to reallocate funds among the Investment Funds (in accordance with this Section 5.4) after the suspension period described in Section 5.4(d)(i), if any, has ended.

ARTICLE VI

DISTRIBUTION OF BENEFITS

Section 6.1 Settlement Date. A Participant or, in the event of his or her death, his or her Beneficiary will be entitled to distribution of the balance of his or her Account, as provided in this Article VI, following his or her Settlement Date or Dates.

Section 6.2 Amount to be Distributed. The amount to which a Participant or, in the event of his or her death, his or her Beneficiary is entitled in accordance with the following provisions of

this Article shall be based on the Participant’s adjusted account balance determined as of the Accounting Date coincident with or next following his or her Settlement Date or Dates.

Section 6.3 In Service Distribution. A Participant may elect to receive an in service distribution of his or her deferred Compensation for any Deferral Period in a single lump sum payment on a date which is at least one (1) year after the end of such Deferral Period. A Participant’s election of an in service distribution shall be filed in writing with the Administrator at the same time as is filed his or her election to participate as provided in Section 3.1. Any benefits paid to the Participant as an in service distribution shall reduce the Participant’s Account. Any changes to the foregoing election shall be subject to the Subsequent Deferral Rule.

Section 6.4 Form of Distribution.

     (a) (i) As soon as practicable after the end of the Accounting Period in which a Participant’s Settlement Date occurs, but in no event later than thirty (30) days following the end of such Accounting Period (or in the case of a Settlement Date selected by a Participant pursuant to Section 6.3, no later than such specified date), the Corporation shall commence distribution or cause distribution to be commenced, to the Participant or, in the event of his or her death, to his or her Beneficiary, of the balance of the Participant’s Account, as determined under Section 6.2, under one (1) of the forms provided in this Section 6.4, as specified in the Participant’s Participation Agreement.

     (ii) Notwithstanding the foregoing, if a Participant is a Specified Employee on the Settlement Date that results from his or her separation from service, and if any portion of the payments to such Participant upon his or her separation from service would be considered deferred compensation under Section 409A, such Participant’s payment, whether in the form of a single lump sum or an initial installment payment, shall commence on the earliest to occur of (A) the first day of the 7 ^th month following the Settlement Date, (B) the Participant’s death, or (C) upon the date specified pursuant to any in service distribution election under Section 6.3, except that an installment payment will only be distributed on such date if such payment has otherwise become due and payable and any subsequent annual installment shall be paid pursuant to the schedule elected by the Participant in his or her Participation Agreement.

     (b) Notwithstanding Section 6.4(a)(i) and subject to Section 6.4(a)(ii), if elected by the Participant in his or her Participation Agreement and provided that the form of the distribution for all prior elections is in the form of a lump sum distribution, the distribution of the Participant’s Account may commence at the beginning of the second calendar year commencing after the Participant’s separation from service due to Retirement.

     (c) Distribution of a Participant’s Account following his or her separation from service, other than a separation from service due to a Participant’s Retirement or death, shall be made in a single lump sum payment.

     (d) Distribution of a Participant’s Account following his or her Retirement or death shall be made in one (1) of the following forms as elected by the Participant in his or her Participation Agreement:

     (i) by payment in cash in five (5) annual installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or

     (ii) by payment in cash in ten (10) annual installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or

     (iii) by payment in cash in fifteen (15) annual installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or

     (iv) by payment in cash in a single lump sum;

provided, however, that in the event of a Participant’s death, if the balance in his or her Account is then less than $35,000, such balance shall be distributed in a single lump sum payment. If the Participant fails to select a form of distribution with respect to any Deferral Commitment, such amount shall be paid in a lump sum at the time of such Participant’s separation from service.

     (e) The Participant’s election of the form and date of distribution shall be provided for in the Participant’s Participation Agreement. Subject to the Subsequent Deferral Rule, any such election may be changed by the Participant without the consent of any other person by filing a later signed written election with the Administrator.

     (f) The amount of each installment shall be equal to the quotient obtained by dividing the Participant’s Account balance as of the date of such installment payment by the number of installment payments remaining to be made to or in respect of such Participant at the time of calculation.

Section 6.5 Beneficiary Designation. As used in the Plan the term “Beneficiary” means:

     (a) The last person designated as Beneficiary by the Participant in a written notice on a form prescribed by the Administrator;

     (b) If there is no designated Beneficiary or if the person so designated shall not survive the Participant, such Participant’s spouse; or

     (c) If no such designated Beneficiary and no such spouse is living upon the death of a Participant, or if all such persons die prior to the full distribution of the Participant’s Account balance, then the legal representative of the last survivor of the Participant and such persons, or, if the Administrator shall not receive notice of the appointment of any such legal representative within one (1) year after such death, the heirs-at-law of such survivor (in the proportions in which they would inherit his or her intestate personal property) shall be the Beneficiaries to whom the then remaining balance of the Participant’s Account shall be distributed.

     Prior to the Participant’s death, any Beneficiary designation may be changed from time to time by like notice similarly delivered. No notice given under this Section shall be effective unless and until the Administrator actually receives such notice.

Section 6.6 Facility of Payment. Whenever and as often as any Participant or his or her Beneficiary entitled to payments hereunder shall be under a legal disability or, in the sole judgment of the Administrator, shall otherwise be unable to apply such payments to his or her own best interests and advantage, the Administrator in the exercise of its discretion may direct all or any portion of such payments to be made in any one (1) or more of the following ways: (i) directly to him; (ii) to his or her legal guardian or conservator; or (iii) to his or her spouse or to any other person, to be expended for his or her benefit; and the decision of the Administrator, shall in each case be final and binding upon all persons in interest.

Section 6.7 Hardship Distributions. Upon a finding by the Administrator that a Participant has suffered a Financial Hardship, the Administrator may, in its sole discretion, distribute, or direct the Trustee to distribute, to the Participant an amount which does not exceed the amount required to meet the immediate financial needs created by the Financial Hardship, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution and are not otherwise available through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent that the liquidation of such assets would not itself cause severe financial hardship to the Participant). No distributions pursuant to this Section 6.7 may be made in excess of the value of the Participant’s Account at the time of such distribution.

Section 6.8 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Corporation.

Section 6.9 Transitional Relief for 2008. Notwithstanding anything herein to the contrary, a Participant (i) must designate the time and form of distribution to the extent not previously so elected and/or (ii) may make a new election to change a previously filed election with respect to the time and form of distribution, in each case, no later than December 31, 2008. Any Participant who fails to deliver a new payment election as provided in clause (ii) above shall continue to participate in the Plan in accordance with his or her prior distribution elections, which shall be administered in accordance with Section 409A. An election may be changed by the Participant without the consent of any other person by filing a later signed written election with the Administrator; provided, however, that any subsequent election made after December 31, 2008 will be subject to the Subsequent Deferral Rule.

Section 6.10 Change in Control. Notwithstanding any of the preceding provisions of this Plan, as soon as possible following “change in the ownership” or the “effective control” of the Corporation or a “change in the ownership of a substantial portion of the Corporation’s assets” (each within the meaning of Section 409A), but in no event later than 30 days following such event, a lump-sum payment shall be made, in cash, of the entire Account hereunder of each Participant.

ARTICLE VII

ADMINISTRATION, AMENDMENT AND TERMINATION

Section 7.1 Administration. The Plan shall be administered by an Administrator consisting of one (1) or more persons who shall be appointed by and serve at the pleasure of the Board. The Administrator shall have such powers as may be necessary to discharge its duties hereunder,

including, but not by way of limitation, to construe and interpret the Plan and determine the amount and time of payment of any benefits hereunder. The Administrator may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who may be counsel to the Corporation. The Administrator shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided under the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan. No member of the Administrator shall act in respect of his or her own Account. All decisions and determinations by the Administrator shall be final and binding on all parties. All decisions of the Administrator shall be made by the vote of the majority, including actions in writing taken without a meeting. All elections, notices and directions under the Plan by a Participant shall be made on such forms as the Administrator shall prescribe.

Section 7.2 Plan Administrator. The Corporation shall be the “administrator” under the Plan for purposes of ERISA.

Section 7.3 Amendment, Termination and Withdrawal.

     (a) In General. The Plan may be amended from time to time or may be terminated at any time by the Board. Except as provided in Section 7.3(b), no amendment or termination of the Plan, however, may adversely affect the amount or timing of payment of any person’s benefits accrued under the Plan to the date of amendment or termination without such person’s written consent.

     (b) Compliance with Section 409A. (1) It is intended that the Plan comply with the provisions of Section 409A, so that the income inclusion provisions of Section 409A do not apply to the Participants. The Plan and each Participation Agreement and Deferral Commitment shall be administered in a manner consistent with this intent.

          (2) Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant or for a Participant’s benefit under the Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Corporation or any of its affiliates.

          (3) Notwithstanding any provision of the Plan and Participation Agreements and Deferral Commitments to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, Holdings reserves the right to make amendments to the Plan and Participation Agreements and Deferral Commitments as Holdings deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s Account in connection with the Plan (including any taxes and penalties under Section 409A), and neither Holdings, the Corporation nor any of their affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

Section 7.4 Successors. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Corporation expressly to assume and to agree to perform this Plan in the same manner and to the same extent the Corporation would be required to perform if no such succession had taken place. This Plan shall be binding upon and inure to the benefit of the Corporation and any successor of or to the Corporation, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Corporation whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Corporation” for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant.

Section 7.5 Claims Procedure.

     (a) Except as otherwise provided in the Plan, the Administrator will determine the rights of any Participant to any benefits hereunder. Any employee or former employee of the Corporation who believes that he has not received any benefit under the Plan to which he believes he is entitled, may file a claim in writing with the Administrator. The Administrator will, no later than ninety (90) days after the receipt of a claim, either allow or deny the claim by written notice to the claimant; provided, however, that if the Administrator determines that special circumstances require an extension of time for processing of an employee’s claim, the Administrator will provide written notice of the extension to the employee within such ninety (90)-day period. In no event will the extension of time to process the claim exceed a period of ninety (90) days from the end of the initial ninety (90)-day review period. If a claimant does not receive written notice of the Administrator’s decision on his or her claim within the first ninety (90)-day review period (or the one-hundred and eighty (180)-day review period, in the case of special circumstances as determined by the Administrator), the claim will be deemed to have been denied in full.

     (b) A denial of a claim by the Administrator, wholly or partially, will be written in a manner calculated to be understood by the claimant and will include:

     (i) the specific reason or reasons for the adverse determination;

     (ii) specific reference to pertinent Plan provisions on which the denial is based;

     (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

     (iv) an explanation of the claim review procedure and the time limits applicable to such procedures, including a statement of a claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review.

     (c) A claimant whose claim is denied (or his duly authorized representative) may, within sixty (60) days after receipt of denial of his or her claim, request a review of such denial by the Committee by filing with the Secretary of the Committee a written request for review of his or her claim. If the claimant does not file a request for review with the Committee within such sixty (60)-day period, the claimant will be deemed to have acquiesced in the original

decision of the Committee on his or her claim. If a written request for review is so filed within such sixty (60)-day period, the Committee will conduct a full and fair review of such claim. During such full review, the claimant will be given the opportunity to, upon request and free of charge, obtain reasonable access to and copies of all documents, records and other information that are pertinent to his or her claim and to submit issues and comments in writing. The Committee will notify the claimant of its decision on review within sixty (60) days after receipt of a request for review; provided, however, that if the Committee determines that special circumstances require an extension of time for processing of an employee’s claim, the Committee will provide written notice of the extension to the employee within such sixty (60)-day review period. In no event will the extension of time to process the claim exceed a period of sixty (60) days from the end of the initial sixty (60)-day review period. If a claimant does not receive written notice of the Committee’s decision on his or her claim within the first sixty (60)-day review period (or the one-hundred and eighty (180)-day review period, in the case of special circumstances as determined by the Committee), the claim will be deemed to have been denied on review. Notice of the decision on review will be in writing.

Section 7.6 Expenses. All expenses of the Plan shall be paid by the Corporation from funds other than those deemed Investment Funds as provided in Section 5.3, except that brokerage commissions and other transaction fees and expenses relating to the investment of deemed assets and investment fees attributable to commingled investment of such assets shall be paid from or charged to such assets or earnings thereon.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 No Guarantee of Employment. Nothing contained in the Plan shall be construed as a contract of employment between the Corporation and any Employee, or as a right of any Employee, to be continued in the employment of the Corporation, or as a limitation of the right of the Corporation to discharge any of its Employees, with or without cause.

Section 8.2 Applicable Law. All questions arising in respect of the Plan, including those pertaining to its validity, interpretation and administration, shall be governed, controlled and determined in accordance with the applicable provisions of federal law and, to the extent not preempted by federal law, the laws of the State of Ohio.

Section 8.3 Interests Not Transferable. No person shall have any right to commute, encumber, pledge or dispose of any interest herein or right to receive payments hereunder, nor shall such interests or payments be subject to seizure, attachment or garnishment for the payments of any debts, judgments, alimony or separate maintenance obligations or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise, all payments and rights hereunder being expressly declared to be nonassignable and nontransferable.

Section 8.4 Severability. Each section, subsection and lesser section of this Plan constitutes a separate and distinct undertaking, covenant and/or provision hereof. Whenever possible, each provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Plan shall finally be determined to be unlawful, such provision shall be deemed severed from this Plan, but every other provision of

this Plan shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intention of the parties hereto to the extent permissible under law.

Section 8.5 Withholding of Taxes; Withholding Indemnification Agreement. The Corporation may withhold or cause to be withheld from any amounts payable under this Plan all federal, state, local and other taxes as shall be legally required; provided, however, that the Corporation, in its sole discretion may determine not to withhold or cause to be withheld such taxes from any amounts payable under this Plan to a Participant who is a non-resident of the State of Ohio, provided, that such Participant submits a tax withholding indemnification agreement (in the form set forth by the Corporation) to the Administrator no later than thirty (30) days prior to a Participant’s Settlement Date.

Section 8.6 Top-Hat Plan. The Plan is intended to be a plan which is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA, and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

     IN WITNESS WHEREOF, Lincoln Electric Holdings, Inc. has caused this Lincoln Electric Holdings, Inc. 2005 Deferred Compensation Plan for Executives to be executed in its name as of December 31, 2008.

Date: December 31, 2008

Exhibit 10.3

 

 

LINCOLN ELECTRIC HOLDINGS, INC.
NON-EMPLOYEE DIRECTORS’
DEFERRED COMPENSATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

 

 

THE LINCOLN ELECTRIC HOLDINGS, INC.
NON-EMPLOYEE DIRECTORS’
DEFERRED COMPENSATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

ARTICLE I

PURPOSE

     The Lincoln Electric Company Non-Employee Directors’ Compensation Plan (the “ Original Plan ”) was established by The Lincoln Electric Company effective as of May 24, 1995 to allow directors of the Corporation to defer a portion of their Directors’ Fees. As of June 2, 1998, the date of the reorganization of The Lincoln Electric Company, the name of the Original Plan was changed to the Lincoln Electric Holdings, Inc. Non-Employee Directors’ Deferred Compensation Plan. Effective as of December 31, 2008, this Lincoln Electric Holdings, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “Plan”) is hereby amended and restated.

     The Plan is intended to comply with Section 409A of the Code, and shall be construed and interpreted in accordance with such intent.

     It is intended that the Plan will aid in attracting and retaining Directors of exceptional ability by providing this benefit. The terms and conditions of the Plan are set forth below.

ARTICLE II

DEFINITIONS AND CONSTRUCTION

      Section 2.1 Definitions . Whenever the following terms are used in this Plan they shall have the meanings specified below unless the context clearly indicates to the contrary:

          (a) “ Account ”: The bookkeeping account maintained for each Director showing his or her interest under the Plan.

          (b) “ Accounting Date ”: December 31 of each year and the last day of any calendar quarter in which a Director’s Settlement Date occurs.

          (c) “ Accounting Period ”: The period beginning on the day immediately following an Accounting Date and ending on the next following Accounting Date.

          (d) “ Administrator ”: The committee established pursuant to the provisions of Section 7.1.

          (e) “ Annual Retainer ”: The annual cash retainer earned by a Director for services as a Director of the Corporation.

          (f) “ Beneficiary ”: The person or persons (natural or otherwise), within the meaning of Section 6.5, who are entitled to receive distribution of the Director’s Account balance in the event of the Director’s death.

          (g) “ Board ”: The Board of Directors of the Corporation.

          (h) “Code" : The Internal Revenue Code of 1986, as amended from time to time, and any rules and regulations promulgated thereunder. Any reference to a provision of the Code shall also include any successor provision that modifies, replaces or supersedes it.

          (i) “ Committee ”: The Compensation & Executive Development Committee of the Board.

          (j) “ Corporation ”: Lincoln Electric Holdings, Inc., an Ohio corporation or any successor or successors thereto.

          (k) “ Deferral Commitment ”: An agreement by a Director to have a specified percentage or dollar amount of his or her Fees deferred under the Plan.

          (l) “ Deferral Period ”: The Plan Year for which a Director has elected to defer a portion of his or her Fees.

          (m) “ Director ”: An individual duly elected or chosen as a director of the Corporation who is not also an employee of the Corporation or its subsidiaries.

          (n) “ Effective Date ”: This Plan was originally established effective May 24, 1995. This amended and restated Plan shall be effective as of December 31, 2008.

          (o) “ Fees ”: The Annual Retainer and Other Compensation.

          (p) “ Investment Funds ”: Has the meaning set forth in Section 5.3.

          (q) “ Investment Request ”: An investment preference request filed by a Director which (i) shall apply with respect to contributions credited to the Director’s Account until the timely filing of a subsequent Investment Request and (ii) shall determine the manner in which such credited contributions shall be initially allocated by the Director among the various Investment Funds within the Plan. A subsequent Investment Request may be submitted in writing (or in an electronic format) to the Administrator by the Director. Such Investment Request will be effective on the first business day of the next calendar month following receipt by the Administrator of such Investment Request.

          (r) “ Investment Re-Allocation Request ”: An investment preference request filed by a Director which shall re-direct the manner in which earlier credited amounts to a Director’s Account, as well as any appreciation (or depreciation) to-date, are invested within the deemed Investment Funds available in the Plan. An Investment Re-Allocation Request may be submitted in writing (or in an electronic format) to the Administrator by the Director. Such Investment Re-Allocation Request will be effective on the first business day of the next calendar

month with respect to the balance of the Director’s Account following receipt by the Administrator of such Investment Re-Allocation Request.

          (s) “ Other Compensation ”: The meeting and other cash fees earned by a Director for services as a Director of the Corporation, other than the Annual Retainer.

          (t) “ Participation Agreement ”: The Agreement submitted by a Director to the Administrator with respect to one (1) or more Deferral Commitments.

          (u) “ Plan ”: The Plan set forth in this instrument as it may, from time to time, be amended.

          (v) “ Plan Year ”: The twelve (12)-month period beginning January 1 through December 31; provided that the first plan year began on May 24, 1995 and ended on December 31, 1995.

          (w) “ Section 409A ”: Section 409A of the Code and any proposed, temporary or final regulations, and any notices or other guidance, promulgated with respect to Section 409A.

          (x) “ Settlement Date ”: The date on which a Director separates from service (within the meaning of Section 409A) as a Director. Settlement Date will also include a date selected by the Director pursuant to Section 6.3.

          (y) “ Subsequent Deferral Rule ”: Any subsequent election (other than modifications on account of disability or death) that alters the payment form or the date of distribution designated in the Director’s original Participation Agreement (i) may not take effect for at least twelve (12) months; (ii) must be made at least twelve (12) months prior to the due date of the first payment under the Director’s original Participation Agreement; and (iii) must extend payment of a Director’s Account at least five (5) years from the due date of the first payment under the Director’s original Participation Agreement.

      Section 2.2 Construction . The masculine or feminine gender, where appearing in the Plan, shall be deemed to include the opposite gender, and the singular may include the plural, unless the context clearly indicates to the contrary. The words “hereof,” “herein,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Plan, and not to any particular provision or Section.

ARTICLE III

PARTICIPATION AND DEFERRALS

      Section 3.1 Eligibility and Participation .

          (a) Eligibility . Eligibility to participate in the Plan for any Deferral Period is limited to Directors.

          (b) Participation . A Director may elect to participate in the Plan with respect to any Deferral Period by submitting a Participation Agreement to the Administrator by the last business day immediately preceding the applicable Deferral Period.

          (c) Initial Year of Participation . In the event that an individual first becomes a Director during a Plan Year and wishes to elect a Deferral Commitment with respect to the Fees earned by and payable to the individual during such Plan Year, a Participation Agreement must be submitted to the Administrator no later than thirty (30) days following such individual’s becoming a Director. Any Deferral Commitment elected in such Participation Agreement shall be effective only with regard to Fees earned following the submission of the Participation Agreement to the Administrator. If a Director does not submit a Participation Agreement within such period of time, such individual will not be eligible to participate in the Plan until the first day of a Deferral Period subsequent to the Deferral Period in which the individual became a Director.

          (d) Termination of Participation . Participation in the Plan shall continue as long as the Director is eligible to receive benefits under the Plan.

          (e) Participation for 2006 . Notwithstanding any other provision of the Plan to the contrary, in the event that a Director wishes to elect a Deferral Commitment with respect to the Fees earned by and payable to the Director during the Plan Year beginning January 1, 2006, a Participation Agreement must be submitted to the Administrator on or before December 31, 2005. Any Deferral Commitments elected in such Participation Agreement shall be effective only with regard to Fees that have not been paid or become payable at December 31, 2005. If a Director does not submit a Participation Agreement within such period of time, such individual will not be eligible to participate in the Plan until the first day of a Deferral Period subsequent to the 2006 Plan Year.

      Section 3.2 Amount of Deferral . With respect to each Plan Year, a Director may elect to defer a specified dollar amount or percentage of his or her Fees. For the first Plan Year, a Director may elect to defer all or any portion of his or her Fees earned or payable after the later of the effective date of the Participation Agreement or the date of filing the Participation Agreement with the Administrator. A Director may change the dollar amount or percentage of his or her Fees to be deferred by filing a written notice thereof with the Administrator. Any such change shall be effective as of the first day of the Plan Year immediately succeeding the Plan Year in which such notice is filed with the Administrator.

ARTICLE IV

DIRECTORS’ ACCOUNTS

      Section 4.1 Establishment of Accounts . The Corporation, through its accounting records, shall establish an Account for each Director who elects to participate in the Plan. In addition, the Corporation may establish one (1) or more sub-accounts of a Director’s Account, if

the Corporation determines that such sub-accounts are necessary or appropriate in administering the Plan.

      Section 4.2 Crediting of Deferred Fees . A Director’s Fees that are deferred pursuant to a Deferral Commitment shall be credited to the Director’s Account within thirty (30) days following the date the corresponding non-deferred portion of his or her Fees would have been paid to the Director. Any withholding of taxes or other amounts with respect to any deferred Fees that is required by state, federal or local laws shall be withheld from the Director’s non-deferred Fees, or if none, then the Director’s Deferred Commitment shall be reduced by the amount of such withholding.

      Section 4.3 Determination of Accounts .

          (a) Determination of Accounts . The amount credited to each Director’s Account as of a particular date shall equal the deemed balance of such Account as of such date. The balance in the Account shall equal the amount credited pursuant to Section 4.2, and shall be adjusted in the manner provided in Section 4.4.

          (b) Accounting . The Corporation, through its accounting records, shall maintain a separate and distinct record of the amount in each Account as adjusted to reflect income, gains, losses, withdrawals and distributions.

      Section 4.4 Adjustments to Accounts .

          (a) Each Director’s Account shall be debited with the amount of any distributions under the Plan to or on behalf of the Director or, in the event of his or her death, his or her Beneficiary during the Accounting Period ending on such Accounting Date.

          (b) The Director’s Account shall next be credited or debited, as the case may be, on a daily basis with the performance of each deemed Investment Fund based on the manner in which the balance of such Director’s Account has been allocated among the deemed Investment Funds provided for in Article V. The performance of each deemed Investment Fund (either positive or negative) will be determined by the Administrator, in its sole discretion.

          (c) Earnings on any amounts deemed to have been invested in any deemed Investment Fund will be deemed to have been reinvested as the Committee so determines.

      Section 4.5 Statement of Accounts . As soon as practicable after the end of each Plan Year, a statement shall be furnished to each Director or, in the event of his or her death, to his or her Beneficiary showing the status of his or her Account as of the end of the Plan Year, any changes in his or her Account since the end of the immediately preceding Plan Year, and such other information as the Administrator shall determine.

      Section 4.6 Vesting of Accounts . Subject to Section 5.1, each Director shall at all times have a nonforfeitable interest in his or her Account balance.

ARTICLE V

FINANCING OF BENEFITS

      Section 5.1 Financing of Benefits . Benefits payable under the Plan to a Director or, in the event of his or her death, to his or her Beneficiary shall be paid by the Corporation from its general assets. The payment of benefits under the Plan represents an unfunded, unsecured obligation of the Corporation. Notwithstanding the fact that the Directors’ Accounts may be adjusted by an amount that is measured by reference to the performance of any deemed Investment Funds as provided in Section 5.3, no person entitled to payment under the Plan shall have any claim, right, security interest or other interest in any fund, trust, account, insurance contract or asset of the Corporation which may be responsible for such payment.

      Section 5.2 Security For Benefits . Notwithstanding the provisions of Section 5.1, nothing in this Plan shall preclude the Corporation from setting aside amounts in trust (the “ Trust ”) pursuant to one (1) or more trust agreements between a trustee and the Corporation. However, no Director or Beneficiary shall have any secured interest or claim in any assets or property of the Corporation or the Trust and all funds contained in the Trust shall remain subject to the claims of the Corporation’s general creditors.

      Section 5.3 Deemed Investments . The Committee may designate one (1) or more separate investment funds or vehicles or measures for crediting earnings, including, without limitation, certificates of deposit, mutual funds, money market accounts or funds, limited partnerships, or debt or equity securities, including equity securities of the Corporation (measured by market value, book value or any formula selected by the Committee), in which the amount credited to a Director’s Account will be deemed to be invested (collectively, the “ Investment Funds ”). An Investment Request or Investment Re-Allocation Request will advise the Administrator as to the Director’s preference with respect to Investment Funds for all or some portion of the amounts credited to a Director’s Account in specified multiples of one percent (1%).

      Section 5.4 Change of Investment Request Election .

          (a) A Director may change his or her Investment Request prospectively as of the first business day of any calendar month by giving the Administrator prior written notice (or in an electronic format) by filing an Investment Request, with respect to contributions subsequently credited to a Director’s Account.

          (b) A Director may change his or her Investment Re-Allocation Request prospectively as of the first business day of any calendar month by giving the Administrator prior written notice (or in an electronic format) by filing an Investment Re-Allocation Request, with respect to all or a portion of the Director’s Account.

          (c) The Administrator may, but is under no obligation to, deem the amounts credited to a Director’s Account to be invested in accordance with the Investment Request or Investment Re-Allocation Request made by the Director, or the Committee may, instead, in its

sole discretion, deem such Account to be invested in any deemed Investment Funds selected by the Committee.

          (d) Notwithstanding any provision of the Plan to the contrary:

               (i) The Administrator, in its sole and absolute discretion (but subject to the requirements of applicable law) may temporarily suspend, in whole or in part, certain Plan transactions, including without limitation, the right to change investment preference allocation elections and/or the right to receive a distribution or withdrawal from a Director’s Account in the event of any conversion, change in recordkeepers, change in Investment Funds and/or Plan merger, spin-off or similar corporate change.

               (ii) In the event of a change in Investment Funds and/or a Plan merger, spin-off or similar corporate change, the Administrator, in its sole and absolute discretion may decide to map investments from a Director’s prior investment preference allocation elections to the then available Investment Funds under the Plan. In the event that investments are mapped in this manner, the Director will be permitted to reallocate funds among the Investment Funds (in accordance with this Section 5.4) after the suspension period described in Section 5.4(d)(i), if any, has ended.

ARTICLE VI

DISTRIBUTION OF BENEFITS

      Section 6.1 Settlement Date . A Director or, in the event of his or her death, his or her Beneficiary will be entitled to distribution of the balance of his or her Account, as provided in this Article VI, following his or her Settlement Date or Dates.

      Section 6.2 Amount to be Distributed . The amount to which a Director or, in the event of his or her death, his or her Beneficiary is entitled in accordance with the following provisions of this Article shall be based on the Director’s adjusted account balance determined as of the Accounting Date coincident with or next following his or her Settlement Date or Dates.

      Section 6.3 In-Service Distribution . A Director may elect to receive an in-service distribution of his or her deferred Fees for any Deferral Period in a single lump sum payment on a date which is at least one (1) year after the end of such Deferral Period. A Director’s election of an in-service distribution shall be filed in writing with the Administrator at the same time as is filed his or her election to participate as provided in Section 3.1. Any benefits paid to the Director as an in-service distribution shall reduce the Director’s Account. Any changes to the foregoing election shall be subject to the Subsequent Deferral Rule.

      Section 6.4 Form of Distribution .

          (a) As soon as practicable after the end of the Accounting Period in which a Director’s Settlement Date occurs, but in no event later than thirty (30) days following the end of such Accounting Period (or in the case of a Settlement Date selected by the Director pursuant to Section 6.3, no later than such specified date), the Corporation shall commence distribution or cause distribution to be commenced, to the Director or, in the event of his or her death, to his or

her Beneficiary, of the balance of the Director’s Account, as determined under Section 6.2, under one (1) of the forms provided in this Section. Notwithstanding the foregoing, if elected by the Director in his or her Participation Agreement and provided that the form of the distribution for all prior elections is in the form of a lump sum distribution, the distribution of the Director’s Account may commence at the beginning of the second calendar year commencing after the Director’s separation from service as a Director.

          (b) Distribution of a Director’s Account following his or her termination as a Director shall be made in one (1) of the following forms as elected by the Director in his or her Participation Agreement:

               (i) by payment in cash in five (5) annual installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or

               (ii) by payment in cash in ten (10) annual installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or

               (iii) by payment in cash in fifteen (15) annual installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or

               (iv) by payment in cash in a single lump sum;

provided , however , that in the event of a Director’s death, if the balance in his or her Account is then less than $35,000, such balance shall be distributed in a single lump sum payment. If the Director fails to select a form of distribution with respect to any Deferral Commitment, such amount shall be paid in a lump sum at the time of such Director’s separation from service.

          (c) The Director’s election of the form and date of distribution shall be provided for in the Director’s Participation Agreement. Subject to the Subsequent Deferral Rule, any such election may be changed by the Director without the consent of any other person by filing a later signed written election with the Administrator.

          (d) The amount of each installment shall be equal to the quotient obtained by dividing the Director’s Account balance as of the date of such installment payment by the number of installment payments remaining to be made to or in respect of such Director at the time of calculation.

      Section 6.5 Beneficiary Designation . As used in the Plan the term “ Beneficiary ” means:

          (a) The last person designated as Beneficiary by the Director in a written notice on a form prescribed by the Administrator;

          (b) If there is no designated Beneficiary or if the person so designated shall not survive the Director, such Director’s spouse; or

          (c) If no such designated Beneficiary and no such spouse is living upon the death of a Director, or if all such persons die prior to the full distribution of the Director’s Account balance, then the legal representative of the last survivor of the Director and such persons, or, if the Administrator shall not receive notice of the appointment of any such legal representative within one (1) year after such death, the heirs-at-law of such survivor (in the proportions in which they would inherit his or her intestate personal property) shall be the Beneficiaries to whom the then remaining balance of the Director’s Account shall be distributed.

Prior to the Director’s death, any Beneficiary designation may be changed from time to time by like notice similarly delivered. No notice given under this Section shall be effective unless and until the Administrator actually receives such notice.

      Section 6.6 Facility of Payment . Whenever and as often as any Director or his or her Beneficiary entitled to payments hereunder shall be under a legal disability or, in the sole judgment of the Administrator, shall otherwise be unable to apply such payments to his or her own best interests and advantage, the Administrator in the exercise of its discretion may direct all or any portion of such payments to be made in any one (1) or more of the following ways: (i) directly to him; (ii) to his or her legal guardian or conservator; or (iii) to his or her spouse or to any other person, to be expended for his or her benefit; and the decision of the Administrator, shall in each case be final and binding upon all persons in interest.

      Section 6.7 Transitional Relief for 2008 . Notwithstanding anything herein to the contrary, a Director (i) must designate the time and form of distribution to the extent not previously so elected and/or (ii) may make a new election to change a previously filed election with respect to the time and form of distribution, in each case, no later than December 31, 2008. Any Director who fails to deliver a new payment election as provided in clause (ii) above shall continue to participate in the Plan in accordance with his or her prior distribution elections, which shall be administered in accordance with Section 409A. Any subsequent election made after December 31, 2008 will be subject to the Subsequent Deferral Rule.

ARTICLE VII

ADMINISTRATION, AMENDMENT AND TERMINATION

      Section 7.1 Administration . The Plan shall be administered by an Administrator consisting of one (1) or more persons who shall be appointed by and serve at the pleasure of the Board. The Administrator shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, to construe and interpret the Plan and determine the amount and time of payment of any benefits hereunder. The Administrator may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who may be counsel to the Corporation. The Administrator shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided under the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan. No member of the Administrator shall act in respect of his or her own Account. All decisions and determinations by the Administrator shall be final and binding on all parties. All decisions of the Administrator shall be made by the vote of the majority, including actions in writing taken without a meeting. All elections, notices

and directions under the Plan by a Director shall be made on such forms as the Administrator shall prescribe.

      Section 7.2 Amendment and Termination .

          (a) In General . The Plan may be amended from time to time or may be terminated at any time by the Board. Except as provided in Section 7.2(b), no amendment or termination of the Plan, however, may adversely affect the amount or timing of payment of any person’s benefits accrued under the Plan to the date of amendment or termination without such person’s written consent.

          (b) Compliance with Section 409A . (1) It is intended that the Plan comply with the provisions of Section 409A, so that the income inclusion provisions of Section 409A do not apply to the Directors. The Plan and each Participation Agreement and Deferral Commitment shall be administered in a manner consistent with this intent.

          (2) Neither a Director nor any of a Director’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Director or for a Director’s benefit under the Plan may not be reduced by, or offset against, any amount owing by a Director to the Corporation or any of its affiliates.

          (c) Notwithstanding any provision of the Plan and Participation Agreements and Deferral Commitments to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Corporation reserves the right to make amendments to the Plan and Participation Agreements and Deferral Commitments as the Corporation deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, a Director shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Director or for a Director’s Account in connection with the Plan (including any taxes and penalties under Section 409A), and neither the Corporation nor any of its affiliates shall have any obligation to indemnify or otherwise hold a Director harmless from any or all of such taxes or penalties.

      Section 7.3 Successors . The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Corporation expressly to assume and to agree to perform this Plan in the same manner and to the same extent the Corporation would be required to perform if no such succession had taken place. This Plan shall be binding upon and inure to the benefit of the Corporation and any successor of or to the Corporation, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Corporation whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “ Corporation ” for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Director.

      Section 7.4 Expenses . All expenses of the Plan shall be paid by the Corporation from funds other than those deemed Investment Funds as provided in Section 5.3, except that brokerage commissions and other transaction fees and expenses relating to the investment of deemed assets and investment fees attributable to commingled investment of such assets shall be paid from or charged to such assets or earnings thereon.

ARTICLE VIII

MISCELLANEOUS

      Section 8.1 No Continuing Right as Director . Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any Director any right to continue as a Director of the Corporation or any subsidiary of the Corporation.

      Section 8.2 Applicable Law . All questions arising in respect of the Plan, including those pertaining to its validity, interpretation and administration, shall be governed, controlled and determined in accordance with the applicable provisions of federal law and, to the extent not preempted by federal law, the laws of the State of Ohio.

      Section 8.3 Interests Not Transferable . No person shall have any right to commute, encumber, pledge or dispose of any interest herein or right to receive payments hereunder, nor shall such interests or payments be subject to seizure, attachment or garnishment for the payments of any debts, judgments, alimony or separate maintenance obligations or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise, all payments and rights hereunder being expressly declared to be nonassignable and nontransferable.

      Section 8.4 Severability . Each section, subsection and lesser section of this Plan constitutes a separate and distinct undertaking, covenant and/or provision hereof. Whenever possible, each provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Plan shall finally be determined to be unlawful, such provision shall be deemed severed from this Plan, but every other provision of this Plan shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intention of the parties hereto to the extent permissible under law.

      Section 8.5 Withholding of Taxes . The Corporation may withhold or cause to be withheld from any amounts payable under this Plan all federal, state, local and other taxes as shall be legally required.

      IN WITNESS WHEREOF , Lincoln Electric Holdings, Inc. has caused this amendment and restatement of the Lincoln Electric Holdings, Inc. Non-Employee Directors’ Deferred Compensation Plan to be executed in its name as of December 31, 2008.

Exhibit 10.4

Lincoln Electric Holdings, Inc.

2007 Management Incentive Compensation Plan
(as amended and restated as of December 31, 2008)

     1.  Purpose . The purpose of the Lincoln Electric Holdings, Inc. 2007 Management Incentive Compensation Plan is to reinforce corporate, organizational and business-development goals, to promote the achievement of year-to-year financial and other business objectives and to reward the performance of eligible employees in fulfilling their personal responsibilities.

     2.  Definitions . The following terms, as used herein, shall have the following meanings:

     (a) “Affiliate” shall mean, with respect to the Company or any of its subsidiaries, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

     (b) “Award” shall mean an incentive compensation award, granted pursuant to the Plan, that is contingent upon the attainment of Performance Goals with respect to a Performance Period. An Award shall be designated as either an “Annual Award” or a “Long-Term Award.”

     (c) “Board” shall mean the Board of Directors of the Company.

     (d) “Change in Control” shall mean (i) for the purposes of vesting of any Award, the occurrence of a Change in Control as defined in the Company’s 2006 Equity and Performance Incentive Plan (or as set forth in the applicable award agreement under such plan); and (ii) for purposes of payment of any Award that would be deferred compensation within the meaning of Section 409A of the Code, a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Section 409A of the Code.

     (e) “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

     (f) “Committee” shall mean the Compensation and Executive Development Committee of the Board of Directors, the composition of which shall at all times consist solely of two or more “outside directors” within the meaning of Section 162(m) of the Code.

     (g) “Company” shall mean Lincoln Electric Holdings, Inc. and its successors.

     (h) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.

     (i) “Disability” means a disability covered under the Company’s long-term disability program.

     (j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     (k) “Negative Discretion” shall mean discretion exercised by the Committee to cancel or reduce the amount of payment under an Award; provided that the exercise of such discretion shall not cause the affected Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

     (l) “Participant” shall mean any employee of the Company or an Affiliate who is, pursuant to Section 4 of the Plan, selected to participate in the Plan.

     (m) “Performance Goals” shall mean performance goals based on one or more of the following criteria, where applicable: (i) pre-tax income or after-tax income, adjusted or pro forma net income; (ii) earnings including operating income, earnings before or after taxes, earnings before or after interest, and/or earnings before or after bonus, depreciation, amortization, and/or extraordinary or special items or earnings before interest, taxes and bonus or regional basis earnings before interest, taxes and bonus; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) operating income; (v) earnings or book value per share (basic or diluted); (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) return on revenues; (viii) net tangible assets (working capital plus property, plants and equipment) or return on net tangible assets (operating income divided by average net tangible assets) or working capital or average operating working capital or average operating working capital to sales (average operating working capital divided by sales); (ix) operating cash flow (operating income plus or minus changes in working capital less capital expenditures); (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) sales or sales growth; (xii) operating margin or profit margin; (xiii) share price or total shareholder return; (xiv) earnings from continuing operations; (xv) cost targets, reductions or savings, productivity or efficiencies; (xvi) economic value added; and (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, financial management, project management, supervision of litigation, information technology, or goals relating to divestitures, joint ventures or similar transactions. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or a subsidiary of the Company, or a division or strategic business unit of the Company, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur) and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

     (n) “Performance Period” shall mean, unless the Committee determines otherwise, a period of no longer than (i) 12 months with respect to an Annual Award and (ii) 36 months with respect to a Long-Term Award.

     (o) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

     (p) “Plan” shall mean Lincoln Electric Holdings, Inc. 2007 Management Incentive Compensation Plan, as amended from time to time.

     (q) “Retirement” means a Participant’s retirement from active employment with the Company and each of its Affiliates pursuant to which the Participant is entitled to receive a normal retirement pension under The Lincoln Electric Company Retirement Annuity Program.

     3.  Administration . The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the terms, conditions, restrictions and performance criteria, including Performance Goals, relating to any Award; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Awards; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any parent or subsidiary of the Company or the financial statements of the Company or any parent or subsidiary of the Company, in response to changes in applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

     All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company and the Participant (or any person claiming any rights under the Plan from or through any Participant).

     Subject to Section 162(m) of the Code or as otherwise required for compliance with other applicable law, the Committee may delegate all or any part of its authority under the Plan to any officer or officers of the Company.

     4.  Eligibility . Awards may be granted to Participants in the sole discretion of the Committee. In determining the persons to whom Awards shall be granted and the Performance Goals relating to each Award, the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.

     5.  Terms of Awards . Awards granted pursuant to the Plan shall be communicated to Participants in such form as the Committee shall from time to time approve and the terms and conditions of such Awards shall be set forth therein.

     (a) In General. On or prior to the earlier of the 90th day after the commencement of a Performance Period or the date on which 25% of a Performance Period has elapsed, the Committee shall specify in writing, by resolution of the Committee or other appropriate action, the Participants for such Performance Period and the Performance Goals applicable to each Award for each Participant with respect to such Performance Period. Unless otherwise provided by the Committee in connection with specified terminations of employment, payment in respect of Awards shall be made only if and to the extent the Performance Goals with respect to such Performance Period are attained.

     (b) Special Provisions Regarding Awards. Notwithstanding anything to the contrary contained in this Section 5, the maximum amount that may be paid to a Covered Employee under the Plan with respect to an Annual Award is $4 million and the maximum amount that may be paid to a Covered Employee under the Plan with respect to a Long-Term Award is $4 million. Notwithstanding anything to the contrary herein, in determining the amount of payment under an Award in respect of a Performance Period, the Committee may cancel an Award or reduce the amount payable under an Award that was otherwise earned during a Performance Period through the use of Negative Discretion if, in the Committee’s sole discretion, such cancellation or reduction is appropriate. In no event shall any discretionary authority granted to the Committee by the Plan including, but not limited to, Negative Discretion, be used to (i) grant or provide payment in respect of Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained or (b) increase an Award above the maximum amount payable under this Section 5(b).

     (c) Time and Form of Payment. All payments in respect of Awards granted under this Plan shall be made in cash on March 14 ^th of the year following the year in which the Performance Period ends.

     6.  Section 409A of the Code . Awards under the Plan are intended to comply with Section 409A of the Code and all Awards shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of the Plan. Notwithstanding any provision of the Plan or any Award to the contrary, in the event that the Committee determines that any Award may or does not comply with Section 409A of the Code, the Company may adopt such amendments to the Plan and the affected Award (without Participant consent) or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (i) exempt the Plan and any Award from the application of Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to Award, or (ii) comply with the requirements of Section 409A of the Code.

     Notwithstanding any provisions of this Plan to the contrary, if a Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to policies adopted by the Company) on his date of separation from service and if any portion of an Award to be received by the Participant upon his or her separation from service would be considered deferred compensation under Section 409A of the Code, amounts of deferred compensation that would otherwise be payable pursuant to this Plan during the six-month period immediately following the Participant’s separation from service will instead be paid or made available on the earlier of (i) the first day of the seventh month following the date of the Participant’s separation from service and (ii) the Participant’s death.

     7.  General Provisions .

     (a) Compliance with Legal Requirements. The Plan and the granting and payment of Awards, and the other obligations of the Company under the Plan shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.

     (b) Nontransferability. Awards shall not be transferable by a Participant except upon the Participant’s death following the end of the Performance Period but prior to the date payment is made, in which case the Award shall be transferable in accordance with any beneficiary designation made by the Participant in accordance with Section 7(l) below or, in the absence thereof, by will or the laws of descent and distribution.

     (c) No Right To Continued Employment. Nothing in the Plan or in any Award granted pursuant hereto shall confer upon any Participant the right to continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in the Plan or to interfere with or limit in any way whatever rights otherwise exist of the Company to terminate such Participant’s employment or change such Participant’s remuneration.

     (d) Withholding Taxes. Where a Participant or other person is entitled to receive a payment pursuant to an Award hereunder, the Company shall have the right either to deduct from the payment, or to require the Participant or such other person to pay to the Company prior to delivery of such payment, an amount sufficient to satisfy any federal, state, local or other withholding tax requirements related thereto.

     (e) Amendment, Termination and Duration of the Plan. The Board or the Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided that, no amendment that requires shareholder approval in order for the Plan to continue to comply with Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the shareholders of the Company. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Participant under any Award following the end of the Performance Period to which such Award relates, provided that the exercise of the Committee’s discretion pursuant to Section 5(b) to reduce the amount of an Award shall not be deemed an amendment of the Plan.

     (f) Participant Rights. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment for Participants.

     (g) Termination of Employment.

     (i) Unless otherwise provided by the Committee, and except as set forth in subparagraph (ii) of this Section 7(g), a Participant must be actively employed by the Company or one of its Affiliates at the end of the Performance Period in order to be eligible to receive payment in respect of such Award.

     (ii) Unless otherwise provided by the Committee, if a Participant’s employment is terminated as result of death, Disability or Retirement prior to the end of the Performance Period, the Participant’s Award shall be cancelled and in respect of his or her cancelled Award the Participant shall receive a pro rata portion of the Award as determined by the Committee.

     (h) Change in Control. If any Award which a Participant earned under the Plan during any Performance Period which ended prior to a Change in Control has neither been paid to the Participant nor credited to such Participant under a deferred compensation plan maintained or sponsored by the Company or an Affiliate prior to the Change in Control, such Award shall be paid to the Participant within thirty (30) days following such Change in Control and in no event later than the date specified in Section 5(c).

     (i) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company.

     (j) Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Ohio without giving effect to the conflict of laws principles thereof.

     (k) Effective Date. The Plan shall take effect upon its adoption by the Board; provided, however, that the Plan shall be subject to the requisite approval of the shareholders of the Company in order to comply with Section 162(m) of the Code. In the absence of such approval, the Plan (and any Awards made pursuant to the Plan prior to the date of such approval) shall be null and void.

     (l) Beneficiary. A Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation; provided, that, in the event the Participant does not designate a beneficiary with respect to a particular Award, the Participant’s most recent beneficiary designation form on file with the Company shall control. If no designated beneficiary survives the Participant and an Award is payable to

the Participant’s beneficiary pursuant to Section 7(b), the Participant’s estate shall be deemed to be the grantee’s beneficiary.

     (m) Interpretation. The Plan is designed and intended to comply, to the extent applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply.

     IN WITNESS WHEREOF, Lincoln Electric Holdings, Inc. has caused this Lincoln Electric Holdings, Inc. 2007 Management Incentive Compensation Plan to be executed in its name as of December 31, 2008.

Date: December 31, 2008

Exhibit 10.5

AMENDMENT NO. 2 TO LINCOLN ELECTRIC HOLDINGS, INC. 2006
EQUITY AND PERFORMANCE INCENTIVE PLAN

Recitals

          WHEREAS, Lincoln Electric Holdings, Inc. (the “Company”) has adopted the 2006 Equity and Performance Incentive Plan, as amended (the “Plan”);

          WHEREAS, the Company now desires to amend the Plan to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations issued thereunder; and

          WHEREAS, the Board of Directors of the Company has approved this Amendment No. 2 to the Plan (“Amendment No. 2”).

Amendment

     NOW, THEREFORE, the Plan is hereby amended by this Amendment No. 2, effective as of December 31, 2008, as follows:

     Section 15 of the Plan is hereby replaced in its entirety with the following:

     15.  Compliance with Section 409A of the Code . (a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code. This Plan and any grants made hereunder shall be administered in a manner consistent with this intent.

     (b) A termination of employment will not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any award subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code.

     (c) Notwithstanding any provisions of this Plan to the contrary, if a Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to policies adopted by the Company) on his date of separation from service and if any portion of an award to be received by the Participant upon his or her separation from service would be considered deferred compensation under Section 409A of the Code, amounts of deferred compensation that would otherwise be payable pursuant to this Plan during the six-month period immediately following the date of separation from service during will instead be paid or made available on the earlier of (i) the first day of the seventh month following the date of the Participant’s separation from service and (ii) the Participant’s death.

     (d) Notwithstanding any provision of this Plan to the contrary, if an award granted under the Plan is deemed to be deferred compensation within the meaning of Section 409A of the Code, notwithstanding the definition of Change of Control as defined in the Plan and as set forth

in the applicable Evidence of Award, to the extent such award will be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of a Change of Control, such award will be paid, to the extent necessary to comply with the provisions of Section 409A of the Code, to the Participant on the earlier of: (i) subject to Section 15(c), the Participant’s separation from service within the meaning of Section 409A of the Code, (ii) the date the payment otherwise would have been made in the absence of any provisions in this Plan to the contrary (provided such date is permissible under Section 409A of the Code), or (iii) a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, each within the meaning of Section 409A of the Code.

     (e) Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 effective as of the date first written above.

Exhibit 10.6

AMENDMENT NO. 2

TO

SEVERANCE AGREEMENT

     THIS AMENDMENT NO. 2 TO LINCOLN ELECTRIC HOLDINGS, INC. SEVERANCE AGREEMENT (this “Amendment”) is dated as of December ___, 2008, by and between Lincoln Electric Holdings, Inc. (the “Company”) and [                       ] (the “Executive”).

     WHEREAS, the Executive and the Company are party to a Severance Agreement dated as of [                      , ___], (as amended, the “Existing Agreement”);

     WHEREAS, the Executive and the Company desire to amend the Existing Agreement to make changes to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) (the “Code”).

     NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Executive and the Company agree as follows:

1.		Section 3(b) of the Existing Agreement is hereby replaced in its entirety with the following:
		If the Executive terminates his employment with the Company and its Subsidiaries for Good Reason during the Severance Period, the Executive shall be entitled to the benefits provided by Section 4. For purposes of this Section 3(b), Good Reason means the occurrence of one or more of the following events:

(i) A material diminution in the Executive’s base compensation;

(ii) A material diminution in the Executive’s authority, duties, or responsibilities;

(iii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board;

(iv) A material diminution in the budget over which the Executive retains authority;

(v) A material change in the geographic location at which the Executive must perform the services; and

(vi) Any other action or inaction that constitutes a material breach by the Company of the Executive’s employment agreement, if any, or this Agreement.

		Notwithstanding the above, a termination of employment by the Executive for one of the reasons set forth in clauses (i) — (vi), above, will not constitute Good Reason unless the Executive provides, within 90 days of the initial existence of the condition described in clauses (i) — (vi), above, written notice to the Company of the existence of the condition and the Company has not remedied such condition within 30 days of the receipt of such notice.
2.		Section 4(a) of the Existing Agreement is hereby amended by replacing the second sentence in Section 4(a) with the following:
		The Company will pay to the Executive the amounts described in Paragraphs (1) and (2) of Annex A within five business days after the Termination Date or, if later, in accordance with Section 11.
3.		Section 4(a) of the Existing Agreement is hereby amended by adding the following proviso at the end of the third sentence:
		; provided, however, that no payment of deferred compensation within the meaning of Section 409A that would otherwise be made and no benefit that constitutes deferred compensation that would otherwise be provided upon a termination of employment shall be made or provided, as the case may be, unless and until such termination of employment also constitutes a separation from service (within the meaning of Section 409A).
4.		Section 5 of the Existing Agreement is hereby amended by adding the following additional language as a new Section 5(h):
		Any Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the Company as contemplated by Section 5(b); provided that, the Gross-Up Payment shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 5(f) that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. The Gross-Up Payment shall be paid to the Executive; provided that, the Company, in its sole discretion, may withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment. With respect to any amount of expenses eligible for reimbursement under this Agreement, including this Section 5, to the extent such payment is required to be included in the Executive’s gross income for federal income tax

		purposes, such expenses shall be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses and in no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
5.		Section 7 of the Existing Agreement is hereby replaced in its entirety with the following:
		Coordination with Other Payments . A termination by the Company pursuant to Section 3(a) or by the Executive pursuant to Section 3(b) will not affect any rights that the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company or any Subsidiary providing Employee Benefits, which rights shall be governed by the terms thereof; provided that the Executive shall not be entitled to a severance payment or benefit under any other agreement with the Company, including, without limitation, any employment agreement, if the Executive is entitled to a comparable payment or benefit hereunder.
6.		Section 8(a) of the Existing Agreement is hereby amended by adding the following additional language at the end of Section 8(a):
		Such payments will be made within five business days (but in any event no later than the last day of the Executive’s tax year following the Executive’s tax year in which the Executive incurs the expense) after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, provided that (a) the reimbursements or in-kind benefits to be provided by the Company in one taxable year will not affect the reimbursement or in-kind benefits that the Company is obligated to pay in any other taxable year and (b) the Executive’s right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit.
7.		Section 8(b) of the Existing Agreement is hereby amended by adding the following additional language at the end of Section 8(b):
		Notwithstanding anything contained in this Agreement to the contrary, in no event will any amount be transferred to a trust described in this Section 8(b) during a “restricted period” within the meaning of Section 409A(b)(3)(A) of the Code.
8.		Section 11 of the Existing Agreement is hereby amended by adding the following additional language at the end of Section 11:
		The Release must be signed no later than 45 days after the Termination Date, unless an earlier deadline is allowed by law in accordance with Section 4(d) of Annex C (the date on which the Release becomes effective, the “Release Effective Date”). The amounts described in Paragraphs (1) and (2) of Annex A will be made not later than the fifth day following the Release Effective Date; provided, however, that if the maximum period in which the Release may be revoked ends in the year following the year in which the Executive incurs a separation from service (within the meaning of Section 409A), then

		the Release Effective Date shall be deemed to be the later of (A) the first business day in the year following the year in which the Executive incurs the separation from service or (B) the Release Effective Date (without regard to this proviso).
9.		Section 12 of the Existing Agreement is hereby replaced in its entirety with the following:
		Withholding of Taxes; Compliance with Section 409A of the Code .

     (a) The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.

     (b) To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A. This Agreement will be administered in a manner consistent with this intent. To the extent that there is a material risk that any payments under this Agreement may result in the imposition of an additional tax to the Executive under Section 409A, the Company will reasonably cooperate with the Executive to amend this Agreement such that payments hereunder comply with Section 409A without materially changing the economic value of this Agreement to either party.

     (c) Notwithstanding any provisions of Section 4 and Annex A to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to policies adopted by the Company) on his Termination Date and if any portion of the payments or benefits to be received by Executive upon separation from service would be considered deferred compensation under Section 409A, amounts of deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Termination Date (the “Delayed Payments”) and benefits that constitute deferred compensation that would otherwise be provided pursuant to this Agreement (except for the benefits described in Paragraph 4 of Annex A) (the “Delayed Benefits”) during the six-month period immediately following the Executive’s Termination Date will instead be paid or made available on the earlier of (i) the first day of the seventh month following the date of the Executive’s Termination Date and (ii) the Executive’s death. The Company will pay interest on the Delayed Payments and the value of the Delayed Benefits at the rate specified in Section 4(b).

     (d) Each payment to be made to the Executive under the provisions of Section 4 or Annex A will be considered to be a separate payment and not one of a series of payments for purposes of Section 409A. Further, coverages provided during one taxable year will not affect the degree to which coverages will be provided in any other taxable year.

10.

Paragraph 4 of Annex A to the Existing Agreement is hereby amended by replacing the last sentence in Paragraph 4 with the following:

The cost of Employee Benefits provided pursuant to this Paragraph will be paid by the Executive. During the Continuation Period, the Company will reimburse the Executive on an after-tax basis for the cost of the Employee Benefits. Such reimbursements will be

subject to Section 12 and will be made within 30 days following the date on which the Executive incurs the expense but no later than December 31 st of the year following the year in which the Executive incurs the related expense; provided, that in no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.