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                                                                   Exhibit 10(i)

                         LINCOLN ELECTRIC HOLDINGS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN RETENTION
                  AGREEMENTS AND OTHER CONTRACTUAL ARRANGEMENTS

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004)

                               ARTICLE I PURPOSE

                  The Lincoln Electric Holdings, Inc. Deferred Compensation Plan
(the "Original Plan") was established by The Lincoln Electric Company effective
as of November 15, 1994 to allow designated management and highly compensated
employees to defer a portion of their current salary. The Original Plan was
assumed by Lincoln Electric Holdings, Inc. and amended and restated as of
January 1, 2002 to allow designated management and highly compensated employees
to defer a portion of their current salary and bonus and to defer compensation
pursuant to certain retention agreements and other contractual arrangements.

                  Effective as of October 9, 2003, the Original Plan was divided
into two separate plans, (i) this LINCOLN ELECTRIC HOLDINGS, INC. DEFERRED
COMPENSATION PLAN FOR CERTAIN RETENTION AGREEMENTS AND OTHER CONTRACTUAL
ARRANGEMENTS, effective October 9, 2003 (the "Plan") which will be maintained
for the purpose of deferring compensation pursuant to certain retention
agreements and other contractual arrangements for designated management and
highly compensated employees and (ii) the Lincoln Electric Holdings, Inc.
Deferred Compensation Plan for Executives, effective October 9, 2003 which is
maintained solely for the purpose of providing retirement benefits by allowing
designated management and highly compensated employees to defer a portion of
their current salary and bonus in excess of certain statutory limitations
imposed by Sections 401(k) of the Code.

                  Effective as of January 1, 2004, this Lincoln Electric
Holdings, Inc. Deferred Compensation Plan for Certain Retention Agreements and
Other Contractual Arrangements is hereby amended and restated.

                  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.

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                  (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) "Beneficiary": The person or persons (natural or
         otherwise), within the meaning of Section 6.5, who are entitled to
         receive distribution of the Participant's Account balance in the event
         of the Participant's death.

                  (f) "Board": The Board of Directors of Holdings.

                  (g) "Change in Control": A Change in Control as defined in the
         Executive Benefit Plan, as it may be amended from time to time. Such
         definition is hereby incorporated by reference in the Plan, and an
         amendment to such definition shall be deemed an amendment to the Plan.

                  (h) "Code": The Internal Revenue Code of 1986, as amended from
         time to time; any reference to a provision of the Code shall also
         include any successor provision thereto.

                  (i) "Committee": The Compensation Committee of the Board.

                  (j) "Contractual Arrangement": A retention agreement or other
         written contractual agreement or arrangement between the Corporation
         and an Employee that provides for the deferral of compensation,
         vesting, the crediting of earnings and other terms and conditions with
         respect to such deferred compensation.

                  (k) "Contractual Arrangement Contribution": Any amount
         contributed to the Plan by the Corporation pursuant to a Contractual
         Arrangement.

                  (l) "Corporation": Holdings and any Participating Employer or
         any successor or successors thereto.

                  (m) "Deferral Period": Means the Plan Year for which a
         Contractual Arrangement Contribution is made for a Participant.

                  (n) "Disability": The occurrence, while a Participant is an
         Employee, of a physical or mental incapacity which is likely to be
         permanent and which prevents a Participant from engaging in any
         occupation or performing any work for compensation or profit for which
         he is qualified by education, training or experience, as determined by
         the Administrator in its sole discretion on the basis of medical
         evidence certified by a physician or physicians designated by it.

                  (o) "Effective Date": For the Plan, October 9, 2003 and for
         the Original Plan, November 15, 1994.

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                  (p) "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.

                  (q) "ERISA": The Employee Retirement Income Security Act of
         1974, as amended from time to time; any reference to a provision of
         ERISA shall also include any successor provision thereto.

                  (r) "Financial Hardship": An unforeseeable financial emergency
         of the Participant, determined by the Administrator on the basis of
         information supplied by the Participant, arising from an illness,
         disability, casualty loss, sudden financial reversal or other such
         unforeseeable occurrence, but not including foreseeable events such as
         the purchase of a house or education expenses for children.

                  (s) "Holdings": Lincoln Electric Holdings, Inc., an Ohio
         corporation.

                  (t) "Investment Funds": Has the meaning set forth in Section
         5.3.

                  (u) "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
         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.

                  (v) "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 to the Administrator
         by the Participant. Such Investment Re-Allocation Request will be
         effective on the first business day of any calendar month with respect
         to the balance of the Participant's Account following receipt by the
         Administrator of such Investment Re-Allocation Request.

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

                  (x) "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.

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

                  (z) "Plan Year": The 12-month period beginning January 1
         through December 31; provided that the first plan year began on
         November 15, 1994 and ended on December 31, 1994.

                  (aa) "Retirement": Termination of employment with the
         Corporation on or after attainment of age sixty (60), on or after
         attainment of age fifty-five (55) and completion of twenty-five (25)
         years of service (as measured under the Corporation's Retirement
         Annuity Program).

                  (bb) "Settlement Date": The date on which a Participant
         terminates employment with the Corporation. Leaves of absence granted
         by the Corporation will not be considered as termination of employment
         during the term of such leave. Settlement Date shall also include a
         date selected by the Participant pursuant to Section 6.4.

                  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 and Participation. Eligibility and
         participation 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 entered into a Contractual Arrangement with the Corporation.

                  (b) 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. Notwithstanding any other
provisions of this Plan to the contrary, if the Administrator determines that
any Participant may not qualify as a "management or highly compensated employee"
within the meaning of ERISA, or regulations thereunder, the Administrator may
determine, in its sole discretion, that such Participant shall cease to be
eligible to participate in this Plan. Upon such determination, the Corporation
shall make an immediate lump sum payment to the Participant equal to the amount
credited to his or her Account. Upon such payment no benefit shall thereafter be
payable under this Plan either to the Participant or any Beneficiary of the
Participant, and all of the Participant's elections as to the time and manner of
payment of his or her Account will be deemed to be cancelled.

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                  Section 3.3 Amount of Deferral. Any Contractual Arrangement
Contribution shall be deferred in accordance with the terms of the Contractual
Arrangement.

                       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 or more subaccounts of a
Participant's Account, if the Corporation determines that such subaccounts are
necessary or appropriate in administering the Plan.

                  Section 4.2 Contractual Arrangement Contributions. The amount
of the Contractual Arrangement Contribution contributed for a Participant shall
be credited by the Corporation to the Participant's Account in accordance with
the terms of the Contractual Arrangement. Any withholding of taxes or other
amounts with respect to a Contractual Arrangement which is required by state,
federal or local laws shall be withheld from the Participant's Contractual
Arrangement Contribution.

                  Section 4.3 Determination of Accounts.

                  (a) Determination of Accounts. 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) 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 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 unless otherwise set forth in the
         Participant's Contractual Arrangement.

                  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,

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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 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.

                  (a) The Committee may designate one 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"); provided, however,
         that the amount credited to a Participant's Account will be deemed to
         be invested in accordance with the terms of the Contractual
         Arrangement, if such Contractual Arrangement so provides.

                  (b) If a Contractual Arrangement does not set forth the deemed
         investments for a Participant's Account, or, if a Contractual
         Arrangement permits and a Participant elects to change such deemed
         investments, 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.

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                  (a) If permitted by the Contractual Arrangement, 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 notice by filing an Investment Request, with respect to
         contributions subsequently credited to a Participant's Account.

                  (b) If permitted by the Contractual Arrangement, 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 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 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.

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                  Section 6.3 In-Service Distribution. A Participant may receive
an in-service distribution as provided in a Contractual Arrangement for any
Deferral Period in a single lump sum payment on a date which is at least two
years after the end of such Deferral Period. Any benefits paid to the
Participant as an in-service distribution shall reduce the Participant's
Account.

                  Section 6.4 Form of Distribution.

                  (a) 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, 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 of
         the forms provided in this Section. Notwithstanding the foregoing, if
         permitted in a Contractual Arrangement and if elected by the
         Participant, the distribution of the balance of the Participant's
         Account may commence on (i) a date between a Settlement Date following
         his or her Retirement and the date the Participant attains age
         sixty-five or (ii) with respect to a lump sum distribution, the
         beginning of the second calendar year commencing after the
         Participant's Retirement. Anything in this Plan to the contrary
         notwithstanding, if a Participant terminates employment with the
         Corporation prior to his or her Retirement, the balance of his or her
         Account shall be distributed in a single lump sum payment.

                  (b) Distribution of a Participant's Account following his or
         her Retirement or death shall be made in one of the following forms as
         elected by the Participant:

                           (i)      by payment in cash in five (5) annual
                                    installments; or

                           (ii)     by payment in cash in ten (10) annual
                                    installments; or

                           (iii)    by payment in cash in fifteen (15) annual
                                    installments; 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.

                  (c) The Participant's election of the form of distribution
         shall be made by written notice filed with the Administrator at least
         six (6) months prior to the Participant's voluntary termination of
         employment with, or Retirement from, the Corporation. 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; provided that any election made less than six (6) months
         prior to the Participant's voluntary termination of employment or
         Retirement shall not be valid, and in such case payment shall be made
         in accordance with the Participant's prior election.

                  (d) 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

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         the number of installment payments remaining to be made to or in
         respect of such Participant at the time of calculation.

                  (e) If a Participant fails to make an election in a timely
         manner as provided in this Section 6.4, distribution shall be made in
         cash in ten (10) annual installments.

                  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 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.

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 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
and not reasonably available from other sources of 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 Special Distributions. Notwithstanding any other
provision of this Article VI if permitted in a Contractual Agreement, a
Participant, whether or not currently receiving a distribution, may elect to
receive a lump sum distribution of all or a portion of the

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remaining balance of his or her Account if (and only if) the amount in such
Account subject to such distribution is reduced by ten percent (10%). Any
distribution made pursuant to such an election shall be made within thirty (30)
days of the date such election is submitted to the Administrator. The remaining
ten percent (10%) of the portion of the electing Participant's Account subject
to such distribution shall be forfeited.

                  Section 6.9 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. The Plan shall supplement and
shall not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided.

             ARTICLE VII ADMINISTRATION, AMENDMENT AND TERMINATION

                  Section 7.1 Administration. The Plan shall be administered by
an Administrator consisting of one 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. The Plan
may be amended from time to time or may be terminated at any time by the Board.
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.

                  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

                                       10
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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. The Administrator will provide to any
Participant or Beneficiary whose claim for benefits under the Plan has been
fully or partially denied a written notice setting forth (i) the specific
reasons for such denial, (ii) a designation of any additional material or
information required and (iii) an explanation of the Plan's claim review
procedure. Such notice shall state that the Participant or Beneficiary is
entitled to request a review in writing, by the Administrator, of the decision
denying the claim. The claim will be reviewed by the Administrator who may, but
need not, grant the claimant a hearing. On review, the claimant may have legal
representation, examine pertinent documents and submit issues and comments in
writing. The decision on review will be made within 120 days following the
request, will be provided in writing to the claimant and will be final and
binding on all parties concerned.

                  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.

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                  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. Accordingly,
notwithstanding any other provision of the Plan, the Plan will terminate and no
further benefits will accrue hereunder in the event it is determined by a court
of competent jurisdiction or by an opinion of counsel based upon a change in law
that the Plan constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA, which is not so exempt. In addition and notwithstanding
any other provision of the Plan, in the absolute discretion of the Committee,
the amount credited to each Participant's Account under the Plan as of the date
of termination, which shall be an Accounting Date for purposes of the Plan, will
be paid immediately to such Participant in a single lump sum cash payment.

                  IN WITNESS WHEREOF, Lincoln Electric Holdings, Inc. has caused
this amendment and restatement of the Lincoln Electric Holdings, Inc. Deferred
Compensation Plan for Certain Retention Agreements and Other Contractual
Arrangements to be executed in its name as of January 1, 2004.

                                        LINCOLN ELECTRIC HOLDINGS, INC.

                                        By:_____________________________________
                                        Its:  Chairman, Chief Executive Officer

Date:______________, 2003

                                       12
<PAGE>

                         LINCOLN ELECTRIC HOLDINGS, INC.

                DEFERRED COMPENSATION PLAN FOR CERTAIN RETENTION

                     AGREEMENTS AND CONTRACTUAL ARRANGEMENTS

             (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2004)

<PAGE>

                         LINCOLN ELECTRIC HOLDINGS, INC.
                DEFERRED COMPENSATION PLAN FOR CERTAIN RETENTION
                  AGREEMENTS AND OTHER CONTRACTUAL ARRANGEMENTS
             (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 9, 2004)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
ARTICLE I             PURPOSE...................................................................................       1
ARTICLE II            DEFINITIONS AND CONSTRUCTION..............................................................       1
         Section 2.1       Definitions..........................................................................       1
         Section 2.2       Construction.........................................................................       4
ARTICLE III           PARTICIPATION AND DEFERRALS...............................................................       4
         Section 3.1       Eligibility and Participation........................................................       4
         Section 3.2       Ineligible Participant...............................................................       4
         Section 3.3       Amount of Deferral...................................................................       5
ARTICLE IV            PARTICIPANTS' ACCOUNTS....................................................................       5
         Section 4.1       Establishment of Accounts............................................................       5
         Section 4.2       Contractual Arrangement Contributions................................................       5
         Section 4.3       Determination of Accounts............................................................       5
         Section 4.4       Adjustments to Accounts..............................................................       5
         Section 4.5       Statement of Accounts................................................................       6
         Section 4.6       Vesting of Accounts..................................................................       6
ARTICLE V             FINANCING OF BENEFITS.....................................................................       6
         Section 5.1       Financing of Benefits................................................................       6
         Section 5.2       Security For Benefits................................................................       6
         Section 5.3       Deemed Investments...................................................................       6
         Section 5.4       Change of Investment Request Election................................................       7
ARTICLE VI            DISTRIBUTION OF BENEFITS..................................................................       7
         Section 6.1       Settlement Date......................................................................       7
         Section 6.2       Amount to be Distributed.............................................................       8
         Section 6.3       In-Service Distribution..............................................................       8
         Section 6.4       Form of Distribution.................................................................       8
         Section 6.5       Beneficiary Designation..............................................................       9
         Section 6.6       Facility of Payment..................................................................       9
</TABLE>

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<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
         Section 6.7       Hardship Distributions...............................................................       9
         Section 6.8       Special Distributions................................................................      10
         Section 6.9       Coordination with Other Benefits.....................................................      10
ARTICLE VII           ADMINISTRATION, AMENDMENT AND TERMINATION.................................................      10
         Section 7.1       Administration.......................................................................      10
         Section 7.2       Plan Administrator...................................................................      10
         Section 7.3       Amendment, Termination and Withdrawal................................................      10
         Section 7.4       Successors...........................................................................      10
         Section 7.5       Claims...............................................................................      11
         Section 7.6       Expenses.............................................................................      11
ARTICLE VIII          MISCELLANEOUS.............................................................................      11
         Section 8.1       No Guarantee of Employment...........................................................      11
         Section 8.2       Applicable Law.......................................................................      11
         Section 8.3       Interests Not Transferable...........................................................      11
         Section 8.4       Severability.........................................................................      11
         Section 8.5       Withholding of Taxes; Withholding Indemnification Agreement..........................      12
         Section 8.6       Top-Hat Plan.........................................................................      12
</TABLE>

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