AMENDMENT

    TO

    THE
MIDDLEBY CORPORATION

    RETIREMENT
PLAN FOR

    INDEPENDENT
DIRECTORS

    


    THIS
AMENDMENT TO THE MIDDLEBY CORPORATION RETIREMENT PLAN FOR INDEPENDENT DIRECTORS
(this "Amendment") is made as of December 31, 2008.

    


    WHEREAS,
Section 10 of the Middleby Corporation Retirement Plan for Independent Directors
(the “Plan”) permits the Company to amend the Plan; and

    


    WHEREAS,
the Company wishes to amend the Plan as set forth below to comply with Section
409A of the Internal Revenue Code of 1986, as amended (the “Section
409A”);

    


    NOW,
THEREFORE, the Plan is hereby amended as follows:

    


    
      	
              1.

            	
              The
      following is hereby added as two additional sentences to the end
      of  Section 3 of the
Plan:

            


    

    


    Notwithstanding
anything contained in this Section 3 to the contrary, with respect to each
Participant who is listed on Schedule A of the Plan, upon such Participant’s
retirement from the Board, such Participant shall receive his or her benefits
under the Plan in a single lump-sum distribution within sixty (60) days
following the Participant’s retirement.  The foregoing amendment is
made in accordance with and pursuant to Q&A-19(c) of Internal Revenue
Service Notice 2005-1 and the guidance extending the same for the transition
period ending on December 31, 2008.

    


    
      	
              2.

            	
              The
      following is hereby added as a new Section 11(f) of the
    Plan:

            


    

    


    (i) It is
intended that the Plan comply with Section 409A to the extent subject thereto;
(ii) the Plan shall in all events be administered and interpreted in a manner
consistent with the requirements of Section 409A, and any provision that would
cause any the Plan to fail to satisfy Section 409A shall have no force and
effect; (iii) notwithstanding anything contained in the Plan to the contrary, to
the extent required for compliance with Section 409A, the Participant shall not
be considered to have retired from the Board of Directors of the Company for
purposes of the Plan, and no payments which are payable upon the Participant’s
retirement from the Board of Directors under the Plan shall be made, until the
Participant experiences a “separation from service” within the meaning of
Section 409A; (iv) to the extent required in order to avoid accelerated taxation
and/or tax penalties under Section 409A, amounts that would otherwise be payable
and benefits that would otherwise be provided pursuant to such plan, agreement
or arrangement during the six-month period immediately following the
Participant’s retirement from the Board of Directors shall instead be paid six
months following the Participant’s retirement; and (v) for purposes of the Plan,
each amount to be paid shall be construed as a separate identified payment for
purposes of Section 409A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              3.

            	
              The
      Plan is hereby amended by adding the attached as a new Schedule
      A.

            


    

    


    
      	
              4.

            	
              This
      Amendment shall be governed by, interpreted under and construed in
      accordance with the laws of the State of
  Illinois.

            


    

    


    
      	
              5.

            	
              Except
      as modified by this Amendment, the Plan is hereby confirmed in all
      respects.

            


    

    


    [SIGNATURE
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    IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the
date and the year first written above.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              THE MIDDLEBY CORPORATION

                            	 
	 	 
	 
      	 
	
                              By:

                            	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Schedule
A

    


    
      	
               
      

            	
              1.

            	
              Robert
      L. Yohe

            


    


    
      
         


      

      
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