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                                                                   Exhibit 10(g)

                         LINCOLN ELECTRIC HOLDINGS, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                  (as amended and restated as of March 1, 2002)

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                         LINCOLN ELECTRIC HOLDINGS, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                  (as amended and restated as of March 1, 2002)

                                    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. This amended and restated Plan shall be effective as of March
1, 2002. 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.

                                   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.

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"Actuarial Equivalent" or "Actuarially Equivalent" means a benefit of actuarial
equivalence determined using the Applicable Mortality Table, the Interest Rate
and other factors then in effect for the Company's qualified defined benefit
pension plan applicable to Participants.

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

"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.
Any reference to a particular Code section shall include any provision that
modifies, replaces or supersedes it.

"Committee" means the Compensation 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 a physical or mental condition of a Participant
resulting from a bodily injury, disease or mental disorder that renders him
incapable of continuing his position of employment with the Employer. Such
Disability shall be determined by the Committee based upon appropriate medical
advice and examination, and taking into account the ability of the Participant
to continue in his same, or similar, position with his Employer.

"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

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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. 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 the annual benefit, expressed in the form of a
single life annuity that can be derived from the sum of all non-U.S.
employer-provided benefits and non-U.S. state, national, government
instrumentality and government-provided benefits of every kind and nature under
all plans, programs and arrangements that are maintained or contributed to,
directly or indirectly, by contribution, tax or otherwise, by any Controlled
Group Member. The amount of the single life annuity determined for any such
plan, program or arrangement which does not provide for annuity payments shall
be determined using the Actuarial Equivalents provided for herein. For purposes
of this definition, non-U.S. employer and non-U.S. state, national, government
instrumentality or government-provided "benefits" means all retirement benefits
funded, directly or indirectly, by contribution, tax or otherwise, in part or
exclusively, by employer contributions, payments, taxes or otherwise (and
earnings thereon), and shall include any previous distribution of such benefits
made prior to a Participant's attainment of age 65 or the actual retirement
date, if earlier, including, but not limited to, in-service withdrawals,
retirement and disability benefits, or distributions pursuant to any domestic
relations order or similar order of any non-U.S. jurisdiction.

"Interest Rate" means the Moody's AA Corporate Bond rate for a calendar year.
The rate for a calendar year shall be the Moody's AA Corporate Bond rate on the
date used by the Company's Chief Financial Officer for setting the Company's
corporate discount rate for financial reporting purposes for such calendar year.

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

"Participant" means an eligible employee of an Employer who is participating in
the Plan in accordance with Section 3.2.

"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

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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.

"Qualified Plan Benefit" means the annual benefit, expressed in the form of a
single life annuity that can be derived from the sum of all employer-provided
benefits under all plans intended to be qualified under Section 401(a) of the
Code that are maintained by the Controlled Group. The amount of the single life
annuity determined for any such plan which does not provide for annuity payments
shall be determined using the Actuarial Equivalents provided for herein. For
purposes of this definition, "employer-provided benefits" means all qualified
retirement benefits funded exclusively by employer contributions (and earnings
thereon), and shall include any previous distribution of such benefits made
prior to a Participant's attainment of age 65 or the actual retirement date, if
earlier, including, but not limited to, in-service withdrawals, retirement and
disability benefits, or distributions pursuant to any domestic relations order.
However, Participants' salary-reduction contributions described in Section
402(a)(8) of the Code (and any earnings thereon) shall not be treated as
benefits funded exclusively by Employer contributions. Notwithstanding the
foregoing, if the Committee grants additional Years of Service to a Participant
for purposes of determining his Retirement Benefit, "Qualified Plan Benefit"
shall also include the annual benefit, determined as above, to which such
Participant is entitled from all previous employers.

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

"Social Security Benefit" means the maximum annual benefit payable under the
Social Security Act, relating to Old-Age and Disability benefits, determined as
of a Participant's Normal Retirement Date, or upon his actual retirement date,
if later.

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

"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.

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"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, and for the period, 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.

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.

                                   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)      =        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; and

         (b)      =        (i)      the Social Security Benefit; plus

                           (ii)     the Participant's Foreign Plan Benefit
                                    determined as of the valuation date(s) under
                                    the applicable plans and programs that
                                    immediately precede the date the Participant
                                    retires and becomes entitled to the
                                    distribution of his Benefit under Article V
                                    or Article VI; plus

                           (iii)    the Participant's Qualified Plan Benefit,
                                    determined as of the valuation date(s) under
                                    the applicable plans that immediately
                                    precede the date the Participant retires and
                                    becomes entitled to the distribution of his
                                    Benefit under Article V or Article VI.

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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 who retires from the
employ of his Employer and all Controlled Group Members on or after his Early
Retirement Date (but prior to his Normal Retirement Date) shall be the annual
benefit computed under Section 4.1, but based on a projected Social Security
Benefit equal to the maximum annual benefit payable under the provisions of the
Social Security Act as in effect on the date of such retirement indexed forward
to the Participant's Normal Retirement Date, and the annual Benefit so computed
shall be reduced based on the Participant's attained age when his Benefit
hereunder commences, according to the following table:

<TABLE>
<CAPTION>
Participant's Attained Age                      Percent Reduction
 at Benefit Commencement                           in Benefit
 -----------------------                           ----------
<S>                                             <C>
                 55                                    36%
                 56                                    30%
                 57                                    24%
                 58                                    17%
                 59                                     9%
        60 or later                                     0%
</TABLE>

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

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                           (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 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, expressed as a single
life annuity, unless otherwise determined by the Committee.

                                   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 Early Retirement Date shall then be entitled
to, and shall receive, a Retirement Benefit, determined in accordance with
Section 4.1 or 4.2, as applicable. 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 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.

SECTION 5.2 Form of Retirement Benefits. 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, or any Actuarially Equivalent
survivor annuity. Notwithstanding the foregoing, a Participant may elect to have
his Benefit paid in the form of a single lump sum that is Actuarially Equivalent
to such single life annuity. Unless otherwise determined by the Committee, the
Participant's election of the form of distribution shall be made by written
notice filed with the Administrator at six (6) months prior to the Participant's
voluntary termination of employment with, or retirement from, the Company. 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. If a Participant fails to make an election in a
timely manner as provided in this Section 5.2, his Benefit shall be paid in the
form

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of a single life annuity if he is an unmarried Participant or a 100%
pre-retirement spouse annuity if he is a married Participant at the time such
payment is made, as determined in this Section 5.2.

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.

SECTION 5.4 Special Distributions. Notwithstanding Section 5.2, to the extent a
Benefit is being paid to a Participant under Section 5.1 (other than in a lump
sum), a Participant may elect to receive all or a portion of the then balance of
such Benefit in the form of a single lump sum distribution that is Actuarially
Equivalent to the then value of the benefit form pursuant to which such Benefit
is being paid if (and only if) the Actuarially Equivalent value (as so computed)
of the balance of such Benefit is reduced by ten percent (10%). Any distribution
made pursuant to such an election shall be made within 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 Benefit subject to such distribution
shall be forfeited.

                                   ARTICLE VI
               PAYMENT OF BENEFIT ON OR AFTER DEATH OR DISABILITY

SECTION 6.1 Commencement of Benefit Payments Before Vesting. If a Participant
dies or 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.

SECTION 6.2 Commencement of Benefit Payments After Vesting. If a Participant
dies 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, he 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 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. 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 spouse
annuity based upon the Participant's Benefit as though he had retired the day
before his death and elected a 100% joint and survivor annuity form of benefit
with his Spouse as the survivor beneficiary and determined in accordance with
Section 5.2.

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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.

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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.

                                       10
<PAGE>

                                   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
a resolution of the Board. Notwithstanding the preceding, no amendment or
termination of the Plan 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.

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

SECTION 9.11 Offset. In the event a Participant receives or becomes entitled to
receive a benefit under The Lincoln Electric Company Executive Benefit Plan, as
it may be amended from time to time ("EBP"), the Benefits to be received under
this Plan shall be offset and reduced dollar for dollar (but not below zero) by
the benefits paid under the EBP and not otherwise the subject of an offset
pursuant to Section 6.10 of The Lincoln Electric Holdings, Inc. Deferred
Compensation Plan ("DCP"). In determining the amount that should offset and
reduce Benefits under this Plan, the Participant's (or Spouse's) Benefit
hereunder at the time of distribution commencement shall be reduced by an amount
Actuarially Equivalent to the amount paid or to be paid under the EBP and not
otherwise the subject of an offset pursuant to Section 6.10 of the DCP,
increased by interest on such amount, if any, accruing from the time of
distribution from the EBP through the time of the commencement of distribution
hereunder at an interest rate of four percent (4%).

                                    ARTICLE X
                                     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.

                                  ************

                                       12
<PAGE>

         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 March 1, 2002.

                                         LINCOLN ELECTRIC HOLDINGS, INC.

                                         By: __________________________________
                                         Its: Chairman, Chief Executive Officer

Date:___________________, 2002

                                       13
<PAGE>

                         LINCOLN ELECTRIC HOLDINGS, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                  (as amended and restated as of March 1, 2002)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE I             GENERAL....................................................................................    1
         Section 1.1       Effective Date........................................................................    1
         Section 1.2       Intent................................................................................    1
ARTICLE II            DEFINITIONS AND USAGE......................................................................    1
         Section 2.1       Definitions...........................................................................    1
         Section 2.2       Usage.................................................................................    5
ARTICLE III           ELIGIBILITY AND PARTICIPATION..............................................................    5
         Section 3.1       Eligibility...........................................................................    5
         Section 3.2       Participation.........................................................................    5
ARTICLE IV            RETIREMENT BENEFIT.........................................................................    5
         Section 4.1       Retirement Benefit....................................................................    5
         Section 4.2       Early Retirement Benefit..............................................................    6
         Section 4.3       Vesting...............................................................................    6
         Section 4.4       Other Retirement Benefits.............................................................    7
         Section 4.5       Maximum Retirement Benefit............................................................    7
ARTICLE V             PAYMENT OF RETIREMENT BENEFIT..............................................................    7
         Section 5.1       Payment of Retirement Benefits........................................................    7
         Section 5.2       Form of Retirement Benefits...........................................................    7
         Section 5.3       Payment Procedure.....................................................................    8
         Section 5.4       Special Distributions.................................................................    8
ARTICLE VI            PAYMENT OF BENEFIT ON OR AFTER DEATH OR DISABILITY.........................................    8
         Section 6.1       Commencement of Benefit Payments Before Vesting.......................................    8
         Section 6.2       Commencement of Benefit Payments After Vesting........................................    8
         Section 6.3       Form of Payment.......................................................................    8
         Section 6.4       Committee Action......................................................................    8
ARTICLE VII           ADMINISTRATION.............................................................................    9
</TABLE>

                                       -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         Section 7.1       General...............................................................................    9
         Section 7.2       Administrative Rules..................................................................    9
         Section 7.3       Duties................................................................................    9
         Section 7.4       Fees..................................................................................    9
         Section 7.5       Limitation of Actions.................................................................    9
ARTICLE VIII          CLAIMS PROCEDURE..........................................................................    10
         Section 8.1       General..............................................................................    10
         Section 8.2       Denials..............................................................................    10
         Section 8.3       Appeals Procedure....................................................................    10
         Section 8.4       Review...............................................................................    10
ARTICLE IX            MISCELLANEOUS PROVISIONS..................................................................    11
         Section 9.1       Amendment and Termination............................................................    11
         Section 9.2       No Assignment........................................................................    11
         Section 9.3       Successors and Assigns...............................................................    11
         Section 9.4       Governing Law........................................................................    11
         Section 9.5       No Guarantee of Employment...........................................................    11
         Section 9.6       Severability.........................................................................    11
         Section 9.7       Notification of Addresses............................................................    12
         Section 9.8       Bonding..............................................................................    12
         Section 9.9       Withdrawal of Employer...............................................................    12
         Section 9.10      Coordination with Other Benefits.....................................................    12
         Section 9.11      Offset...............................................................................    12
ARTICLE X             FUNDING...................................................................................    12
</TABLE>

End of TOC - Do not delete this paragraph!

                                      -ii-

<PAGE>

                                 AMENDMENT NO. 1
                                     TO THE
                         LINCOLN ELECTRIC HOLDINGS, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         Lincoln Electric Holdings, Inc. (the "Company") hereby amends The
Lincoln Electric Holdings, Inc. Supplemental Executive Retirement Plan, amended
and restated effective as of March 1, 2002 (the "Plan") pursuant to Section 9.1
thereof, as follows:

ARTICLE XI SECTION 6.1 OF THE PLAN IS HEREBY AMENDED IN ITS ENTIRETY AS FOLLOWS:

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 benefit 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.

    ARTICLE XII SECTION 6.2 OF THE PLAN IS HEREBY AMENDED IN ITS ENTIRETY AS
                                    FOLLOWS:

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.

   ARTICLE XIII SECTION 6.3 OF THE PLAN IS HEREBY AMENDED IN ITS ENTIRETY AS
                                    FOLLOWS:

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. 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

                                      -i-

<PAGE>

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.

         IN WITNESS WHEREOF, the Company, by its Board of Directors, has signed
this Amendment No. 1 to the Lincoln Electric Holdings, Inc. Supplemental
Executive Retirement Plan, effective as of the 1st day of March, 2002.

                                            LINCOLN ELECTRIC HOLDINGS, INC.

                                            By:_______________________
                                            Its:______________________

                                      -ii-

<PAGE>

                                 AMENDMENT NO. 2
                                     TO THE
                         LINCOLN ELECTRIC HOLDINGS, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         Lincoln Electric Holdings, Inc. (the "Company") hereby amends The
Lincoln Electric Holdings, Inc. Supplemental Executive Retirement Plan, amended
and restated effective as of March 1, 2002 (the "Plan") pursuant to Section 9.1
thereof, effective October 9, 2003 as follows:

    ARTICLE XIV SECTION 5.2 OF THE PLAN IS HEREBY AMENDED IN ITS ENTIRETY AS
                                    FOLLOWS:

Section 5.2  Form of Retirement Benefits.

SECTION 14.1 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.

SECTION 14.2 Notwithstanding the provisions of Section 5.2(a), a Participant may
elect 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).

SECTION 14.3 Unless otherwise determined by the Committee or otherwise
determined pursuant to Section 5.5, 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 Company. 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.

SECTION 14.4 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.

      ARTICLE XV THE FOLLOWING IS HEREBY ADDED TO THE PLAN AS SECTION 5.5:

Section 5.5 Special Change of Form of Distribution Election Option.
Notwithstanding the provisions of Section 5.2(c) and Section 5.2(d), commencing
on October 9, 2003 and ending on October 31, 2003 (the "Election Window"), a
Participant may elect to change his or her form of distribution without the
consent of any other person by filing a later signed written election with the
Administrator prior to the expiration of the Election Window; provided that any
election made less than three (3) months prior to the Participant's voluntary
termination of employment

<PAGE>

or retirement shall not be valid, and in such case payment shall be made in
accordance with the Participant's prior election.

         IN WITNESS WHEREOF, the Company, by its Board of Directors, has signed
this Amendment No. 2 to the Lincoln Electric Holdings, Inc. Supplemental
Executive Retirement Plan, effective as of the 9th day of October, 2003.

                                               LINCOLN ELECTRIC HOLDINGS, INC.

                                               By:  ____________________________
                                               Its: ____________________________