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                                                                   Exhibit 10(h)

                         LINCOLN ELECTRIC HOLDINGS, INC.
                    DEFERRED COMPENSATION PLAN FOR EXECUTIVES

               (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 EXECUTIVES, effective October 9, 2003 (the "Plan") 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 and (ii) the Lincoln Electric
Holdings, Inc. Deferred Compensation Plan for Certain Retention Agreements and
Other Contractual Arrangements which is maintained for the purpose of deferring
compensation pursuant to certain retention agreements and other contractual
arrangements for designated management and highly compensated employees.

                  Effective as of January 1, 2004, this Lincoln Electric
Holdings, Inc. Deferred Compensation Plan for Executives 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.

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

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

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

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

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

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

                  (i) "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.

                  (j) "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.

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

                  (l) "Compensation": The amount of Base Salary plus Bonuses
         earned by a Participant and payable to him by the Corporation with
         respect to a Plan Year.

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

                  (n) "Deferral Commitment": An agreement by a Participant to
         have a specified percentage or dollar amount of his or her Compensation
         deferred under the Plan for a specified period in the future.

                  (o) "Deferral Period": Means the Plan Year for which a
         Participant has elected to defer a portion of his or her Compensation.

                  (p) "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

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         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.

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

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

                  (s) "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.

                  (t) "Executive Benefit Plan": The Lincoln Electric Company
         Executive Benefit Plan effective November 1, 1997, as amended from time
         to time.

                  (u) "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.

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

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

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

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

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                  (z) "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.

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

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

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

                  (dd) "Plan Year": The 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.

                  (ee) "Retirement": Termination of employment with the
         Corporation on or after attainment of age sixty (60), or 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).

                  (ff) "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 will also include (I)
         any deferral date selected by a Participant pursuant to Section 6.3 for
         distribution of the amounts deferred during a Deferral Period, and (II)
         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. Eligibility to participate in the Plan for
         any Deferral Period is limited to those management and/or highly
         compensated Employees of the Corporation (i) who are designated, from
         time to time, by the Committee, and (ii) who have elected to make the
         maximum elective contributions permitted them under the terms of the
         Corporation's Employee Savings Plan for such Deferral Period.

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

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

                  (d) 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.

                  Section 3.3 Amount of Deferral. With respect to each Plan
Year, a Participant may elect to defer a specified dollar amount or percentage
of his or her Compensation, provided the amount the Participant elects to defer
under this Plan and the Corporation's Employee Savings Plan shall not exceed the
sum of 80% of his or her Base Salary plus 80% of his or her Bonus with respect
to such Plan Year. A Participant may choose to have amounts deferred under this
Plan deducted from his or her Base Salary, Bonus or a combination of both. For
the first Plan Year, a Participant may elect to defer all or any portion of his
or her Base Salary and/or Bonus earned or payable after the later of the
effective date of the Participation Agreement or the date of filing the
Participation Agreement with the Administrator, provided the total deferred
amount for such Plan Year does not exceed the annual limitations under this
Section 3.3 computed for the calendar year. A Participant may change the dollar
amount or percentage of his or her Compensation to be deferred by filing a
written notice thereof with the Administrator. Any such change shall be
effective as of the first day of the Plan Year immediately succeeding the Plan
Year in which such notice is filed with the Administrator.

                  Section 3.4 Modification of Deferral Commitments. A Deferral
Commitment shall be irrevocable, except that the Administrator may, in its sole
discretion, permit a Participant

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to terminate prospectively any Deferral Commitment for a Deferral Period. If a
Participant terminates a Deferral Commitment during a Deferral Period, such
Participant will not be permitted to enter into a new Deferral Commitment until
the following Deferral Period.

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

                  Section 4.3 Determination of Accounts.

                  (a) 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.

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

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

                        ARTICLE V FINANCING OF BENEFITS

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

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

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

                  Section 5.4 Change of Investment Request Election.

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

                  (b) A Participant may change his or her Investment
         Re-Allocation Request prospectively as of the first business day of any
         calendar month by giving the

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         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.

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

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                  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
         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 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 or Section 6.5, distribution
         shall be made in cash in ten (10) annual installments.

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                  Section 6.5 Special Change of Form of Distribution Election
Option. Notwithstanding the provisions of Section 6.4(c) and Section 6.4(e),
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 or Retirement shall not be
valid, and in such case payment shall be made in accordance with the
Participant's prior election.

                  Section 6.6 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 6.7 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 6.8 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; provided,
however, that in no event shall any amount attributable to a Deferral Commitment
be distributed less than six (6) months after the date of the applicable
Participation Agreement. No distributions pursuant to

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this Section 6.8 may be made in excess of the value of the Participant's Account
at the time of such distribution.

                  Section 6.9 Special Distributions. Notwithstanding any other
provision of this Article VI, a Participant, whether or not currently receiving
a distribution, may elect to receive a lump sum distribution of all or a portion
of the 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%);
provided, however, that no such election may be made by a Participant who has an
account in the Executive Benefit Plan during any period commencing 90 days prior
to a Change in Control and ending on the date benefits, if any, are paid to
participants in the Executive Benefit Plan following a Change in Control. 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 6.10 Coordination with Other Benefits. Except as
provided in Section 6.11, 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.

                  Section 6.11 Offset. In the event a Participant receives or
becomes entitled to receive a benefit under the Executive Benefit Plan, as it
may be amended from time to time, 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 Executive Benefit Plan. In determining the amount that
should offset and reduce benefits under this Plan, the Participant's (or
Beneficiary's) Account hereunder at the time of distribution commencement shall
be reduced by an amount equal to the amount paid or to be paid under the
Executive Benefit Plan increased by earnings on such amount, if any, accruing
from the time of distribution from the Executive Benefit Plan through the time
of the commencement of distribution hereunder at an earnings rate corresponding
to one-half of the Moody's Corporate Average Bond Yield adjusted on the first
business day of each January, April, July and October.

             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

                                       11
<PAGE>

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 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.

                                       12
<PAGE>

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

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

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

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

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

                                       13

<PAGE>

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

                                        LINCOLN ELECTRIC HOLDINGS, INC.

                                        By:_____________________________________
                                        Its: Chairman, Chief Executive Officer

Date:__________________, 2003

                                       14

<PAGE>

                         LINCOLN ELECTRIC HOLDINGS, INC.

                    DEFERRED COMPENSATION PLAN FOR EXECUTIVES

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

<PAGE>

                                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................................................    5
         Section 3.3       Amount of Deferral....................................................    5
         Section 3.4       Modification of Deferral Commitments..................................    6
ARTICLE IV            PARTICIPANTS' ACCOUNTS.....................................................    6
         Section 4.1       Establishment of Accounts.............................................    6
         Section 4.2       Elective Deferred Compensation........................................    6
         Section 4.3       Determination of Accounts.............................................    6
         Section 4.4       Adjustments to Accounts...............................................    6
         Section 4.5       Statement of Accounts.................................................    7
         Section 4.6       Vesting of Accounts...................................................    7
ARTICLE V             FINANCING OF BENEFITS......................................................    7
         Section 5.1       Financing of Benefits.................................................    7
         Section 5.2       Security For Benefits.................................................    7
         Section 5.3       Deemed Investments....................................................    7
         Section 5.4       Change of  Investment Request Election................................    7
ARTICLE VI            DISTRIBUTION OF BENEFITS...................................................    8
         Section 6.1       Settlement Date.......................................................    8
         Section 6.2       Amount to be Distributed..............................................    8
         Section 6.3       In-Service Distribution...............................................    8
         Section 6.4       Form of Distribution..................................................    9
         Section 6.5       Special Change of Form of Distribution Election Option................   10
         Section 6.6       Beneficiary Designation...............................................   10
         Section 6.7       Facility of Payment...................................................   10
         Section 6.8       Hardship Distributions................................................   10
</TABLE>

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                                                                                                 <C>
         Section 6.9       Special Distributions.................................................   11
         Section 6.10      Coordination with Other Benefits......................................   11
         Section 6.11      Offset................................................................   11
ARTICLE VII           ADMINISTRATION, AMENDMENT AND TERMINATION..................................   11
         Section 7.1       Administration........................................................   11
         Section 7.2       Plan Administrator....................................................   12
         Section 7.3       Amendment, Termination and Withdrawal.................................   12
         Section 7.4       Successors............................................................   12
         Section 7.5       Claims................................................................   12
         Section 7.6       Expenses..............................................................   12
ARTICLE VIII          MISCELLANEOUS..............................................................   12
         Section 8.1       No Guarantee of Employment............................................   12
         Section 8.2       Applicable Law........................................................   13
         Section 8.3       Interests Not Transferable............................................   13
         Section 8.4       Severability..........................................................   13
         Section 8.5       Withholding of Taxes; Withholding Indemnification Agreement...........   13
         Section 8.6       Top-Hat Plan..........................................................   13
</TABLE>

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

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

                                      -ii-

<PAGE>

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

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

                               ARTICLE IX PURPOSE

                  The Lincoln Electric Company Non-Employee Directors'
Compensation Plan (the "Original Plan") was established by The Lincoln Electric
Company effective as of May 24, 1995 to allow directors of the Corporation to
defer a portion of their Directors' Fees. As of June 2, 1998, the date of the
reorganization of The Lincoln Electric Company, the name of the Original Plan
was changed to the Lincoln Electric Holdings, Inc. Non-Employee Directors'
Deferred Compensation Plan. Effective as of the Effective Date of this Plan,
this LINCOLN ELECTRIC HOLDINGS, INC. NON-EMPLOYEE DIRECTORS' DEFERRED
COMPENSATION PLAN (the "Plan") is hereby amended and restated.

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

                     ARTICLE X DEFINITIONS AND CONSTRUCTION

                  Section 10.1 Definitions. Whenever the following terms are
used in this Plan they shall have the meanings specified below unless the
context clearly indicates to the contrary:

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

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

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

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

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

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

                  (g)      "Board": The Board of Directors of the Corporation.

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

<PAGE>

                  (i)      "Corporation": Lincoln Electric Holdings, Inc., an
         Ohio corporation or any successor or successors thereto.

                  (j)      "Deferral Commitment": An agreement by a Director to
         have a specified percentage or dollar amount of his or her Fees
         deferred under the Plan for a specified period in the future.

                  (k)      "Deferral Period": Means the Plan Year for which a
         Director has elected to defer a portion of his or her Fees.

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

                  (m)      "Effective Date": May 24, 1995.

                  (n)      "Fees": The Annual Retainer and Other Compensation.

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

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

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

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

                  (s)      "Participation Agreement": The Agreement submitted by
         a Director to the Administrator with respect to one or more Deferral
         Commitments.

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

                                        2

<PAGE>

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

                  (v)      "Settlement Date": The date on which a Director
         terminates as a Director. Settlement Date may also include with respect
         to any Deferral Period the date for distribution of all of the amounts
         deferred during such Deferral Period selected by a Director in a
         Participation Agreement that is prior to or subsequent to termination
         as a Director.

                  (w)      "Trust": The meaning set forth in Section 5.2

                  Section 10.2 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 XI PARTICIPATION AND DEFERRALS

                  Section 11.1 Eligibility and Participation.

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

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

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

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

                  Section 11.2 Amount of Deferral. With respect to each Plan
Year, a Director may elect to defer a specified dollar amount or percentage of
his or her Fees. For the first Plan Year, a Director may elect to defer all or
any portion of his or her Fees earned or payable after the later of the
effective date of the Participation Agreement or the date of filing the
Participation

                                        3

<PAGE>

Agreement with the Administrator. A Director may change the dollar amount or
percentage of his or her Fees to be deferred by filing a written notice thereof
with the Administrator. Any such change shall be effective as of the first day
of the Plan Year immediately succeeding the Plan Year in which such notice is
filed with the Administrator.

                  Section 11.3 Modification of Deferral Commitments. A Deferral
Commitment shall be irrevocable with respect to the Deferral Period for which it
is made, except that the Administrator may, in its sole discretion, permit a
Director to terminate prospectively any Deferral Commitment for a Deferral
Period. If a Director terminates a Deferral Commitment during a Deferral Period,
such Director will not be permitted to enter into a new Deferral Commitment
until the following Deferral Period.

                         ARTICLE XII DIRECTORS' ACCOUNTS

                  Section 12.1 Establishment of Accounts. The Corporation,
through its accounting records, shall establish an Account for each Director who
elects to participate in the Plan. In addition, the Corporation may establish
one or more subaccounts of a Director's Account, if the Corporation determines
that such subaccounts are necessary or appropriate in administering the Plan.

                  Section 12.2 Crediting of Deferred Fees. A Director's Fees
that are deferred pursuant to a Deferral Commitment shall be credited to the
Director's Account within 30 days following the date the corresponding
non-deferred portion of his or her Fees would have been paid to the Director.
Any withholding of taxes or other amounts with respect to any deferred Fees that
is required by state, federal or local law shall be withheld from the Director's
non-deferred Fees, or if none, then the Director's Deferred Commitment shall be
reduced by the amount of such withholding.

                  Section 12.3 Determination of Accounts.

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

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

                  Section 12.4 Adjustments to Accounts.

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

                  (b)      The Director's Account shall next be credited or
         debited, as the case may be, on a daily basis with the performance of
         each deemed Investment Fund based on the

                                        4

<PAGE>

         manner in which the balance of such Director's Account has been
         allocated among the deemed Investment Funds provided for in Article V.
         The performance of each deemed Investment Fund (either positive or
         negative) will be determined by the Administrator, in its sole
         discretion.

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

                  Section 12.5 Statement of Accounts. As soon as practicable
after the end of each Plan Year, a statement shall be furnished to each Director
or, in the event of his or her death, to his or her Beneficiary showing the
status of his or her Account as of the end of the Plan Year, any changes in his
or her Account since the end of the immediately preceding Plan Year, and such
other information as the Administrator shall determine.

                  Section 12.6 Vesting of Accounts. Subject to Section 5.1, each
Director shall at all times have a nonforfeitable interest in his or her Account
balance.

                       ARTICLE XIII FINANCING OF BENEFITS

                  Section 13.1 Financing of Benefits. Benefits payable under the
Plan to a Director or, in the event of his or her death, to his or her
Beneficiary shall be paid by the Corporation from its general assets. The
payment of benefits under the Plan represents an unfunded, unsecured obligation
of the Corporation. Notwithstanding the fact that the Directors' Accounts may be
adjusted by an amount that is measured by reference to the performance of any
deemed Investment Funds as provided in Section 5.3, no person entitled to
payment under the Plan shall have any claim, right, security interest or other
interest in any fund, trust, account, insurance contract or asset of the
Corporation which may be responsible for such payment.

                  Section 13.2 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 Director or
Beneficiary shall have any security 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 13.3 Deemed Investments. 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 Director's Account will be deemed to be invested (collectively,
the "Investment Funds"). An Investment Request or Investment Re-Allocation
Request will advise the Administrator as to the Director's preference with
respect to Investment Funds for all or some portion of the amounts credited to a
Director's Account in specified multiples of one percent (1%).

                                        5

<PAGE>

                  Section 13.4 Change of Investment Request Election.

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

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

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

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

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

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

                      ARTICLE XIV DISTRIBUTION OF BENEFITS

                  Section 14.1 Settlement Date. A Director or, in the event of
his or her death, his or her Beneficiary will be entitled to distribution of the
balance of his or her Account, as provided in this Article VI, following his or
her Settlement Date or Dates.

                  Section 14.2 Amount to Be Distributed. The amount to which a
Director or, in the event of his or her death, his or her Beneficiary is
entitled in accordance with the following

                                        6

<PAGE>

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

                  Section 14.3 In-Service Distribution. A Director may elect to
receive an in-service distribution of his or her deferred Fees for any Deferral
Period in a single lump sum payment on a date which is at least two years after
the end of such Deferral Period. A Director's election of an in-service
distribution shall be filed in writing with the Administrator at the same time
as is filed his or her election to participate as provided in Section 3.1. Any
benefits paid to the Director as an in-service distribution shall reduce the
Director's Account.

                  Section 14.4 Form of Distribution.

                  (a)      As soon as practicable after the end of the
         Accounting Period in which a Director's Settlement Date occurs, but in
         no event later than thirty (30) days following the end of such
         Accounting Period, the Corporation shall commence distribution or cause
         distribution to be commenced, to the Director or, in the event of his
         or her death, to his or her Beneficiary, of the balance of the
         Director's Account, as determined under Section 6.2, under one of the
         forms provided in this Section. Notwithstanding the foregoing, if
         elected by the Director, the distribution of the balance of the
         Director's Account may commence at the beginning of the second calendar
         year commencing after his or her Settlement Date.

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

                           (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 Director's death, if the balance in
his or her Account is then less than $35,000, such balance shall be distributed
in a single lump sum payment.

                  (c)      The Director'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 Director's voluntary termination as a
         Director. Any such election may be changed by the Director at any time
         and from time to time 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 Director's
         voluntary termination as a Director shall not be valid, and in such
         case payment shall be made in accordance with the Director's prior
         election.

                  (d)      The amount of each installment shall be equal to the
         quotient obtained by dividing the Director's Account balance as of the
         date of such installment payment by the

                                        7

<PAGE>

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

                  (e)      If a Director fails to make an election in a timely
         manner as provided in this Section 6.4, distribution shall be made in
         cash in a lump sum.

                  Section 14.5 Beneficiary Designation. As used in the Plan the
term "Beneficiary" means:

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

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

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

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 14.6 Facility of Payment. Whenever and as often as any
Director or his or her Beneficiary entitled to payments hereunder shall be under
a legal disability or, in the sole judgment of the Administrator, shall
otherwise be unable to apply such payments to his or her own best interests and
advantage, the Administrator in the exercise of its discretion may direct all or
any portion of such payments to be made in any one 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 14.7 Special Distributions. Notwithstanding any other
provision of this Article VI, a Director, whether or not currently receiving a
distribution, may elect to receive a lump sum distribution of all or a portion
of the 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 Director's Account subject to
such distribution shall be forfeited.

                                        8

<PAGE>

              ARTICLE XV ADMINISTRATION, AMENDMENT AND TERMINATION

                  Section 15.1 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 Director shall be made on such forms as the Administrator shall
prescribe.

                  Section 15.2 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 15.3 Successors. The Corporation shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business and/or
assets of the Corporation expressly to assume and to agree to perform this Plan
in the same manner and to the same extent the Corporation would be required to
perform if no such succession had taken place. This Plan shall be binding upon
and inure to the benefit of the Corporation and any successor of or to the
Corporation, including without limitation any persons acquiring directly or
indirectly all or substantially all of the business and/or assets of the
Corporation whether by sale, merger, consolidation, reorganization or otherwise
(and such successor shall thereafter be deemed the "Corporation" for the
purposes of this Plan), and the heirs, beneficiaries, executors and
administrators of each Director.

                  Section 15.4 Expenses. All expenses of the Plan shall be paid
by the Corporation from funds other than those deemed Investment Funds as
provided in Section 5.3, except that brokerage commissions and other transaction
fees and expenses relating to the investment of deemed assets and investment
fees attributable to commingled investment of such assets shall be paid from or
charged to such assets or earnings thereon.

                            ARTICLE XVI MISCELLANEOUS

                  Section 16.1 No Continuing Right as Director. Neither the
adoption or operation of this Plan, nor any document describing or referring to
this Plan, or any part thereof, shall confer upon any Director any right to
continue as a Director of the Corporation or any subsidiary of the Corporation.

                                        9

<PAGE>

                  Section 16.2 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 internal substantive laws of the State of Ohio.

                  Section 16.3 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 16.4 Severability. Each section, subsection and lesser
section of this Plan constitutes a separate and distinct undertaking, covenant
and/or provision hereof. Whenever possible, each provision of this Plan shall be
interpreted in such manner as to be effective and valid under applicable law. In
the event that any provision of this Plan shall finally be determined to be
unlawful, such provision shall be deemed severed from this Plan, but every other
provision of this Plan shall remain in full force and effect, and in
substitution for any such provision held unlawful, there shall be substituted a
provision of similar import reflecting the original intention of the parties
hereto to the extent permissible under law.

                  Section 16.5 Withholding of Taxes. The Corporation may
withhold or cause to be withheld from any amounts payable under this Plan all
federal, state, local and other taxes as shall be legally required.

                  IN WITNESS WHEREOF, Lincoln Electric Holdings, Inc. has caused
this amendment and restatement of the Lincoln Electric Holdings, Inc.
Non-Employee Directors' Deferred Compensation Plan to be executed in its name as
of January 1, 2004.

                                        LINCOLN ELECTRIC HOLDINGS, INC.

                                        By:_____________________________________

                                        Its: Chairman, Chief Executive Officer

Date: ___________, 2003

                                       10

<PAGE>

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

       (AS AMENDED, RESTATED AND RENAMED EFFECTIVE AS OF JANUARY 1, 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.........................................................................     3
ARTICLE III.          PARTICIPATION AND DEFERRALS...............................................................     3
         Section 3.1.      Eligibility and Participation........................................................     3
         Section 3.2.      Amount of Deferral...................................................................     3
         Section 3.3.      Modification of Deferral Commitments.................................................     4
ARTICLE IV.           DIRECTORS' ACCOUNTS.......................................................................     4
         Section 4.1.      Establishment of Accounts............................................................     4
         Section 4.2.      Crediting of Deferred Fees...........................................................     4
         Section 4.3.      Determination of Accounts............................................................     4
         Section 4.4.      Adjustments to Accounts..............................................................     4
         Section 4.5.      Statement of Accounts................................................................     5
         Section 4.6.      Vesting of Accounts..................................................................     5
ARTICLE V.            FINANCING OF BENEFITS.....................................................................     5
         Section 5.1.      Financing of Benefits................................................................     5
         Section 5.2.      Security for Benefits................................................................     5
         Section 5.3.      Deemed Investments...................................................................     5
         Section 5.4.      Change of Investment Request Election................................................     6
ARTICLE VI.           DISTRIBUTION OF BENEFITS..................................................................     6
         Section 6.1.      Settlement Date......................................................................     6
         Section 6.2.      Amount to Be Distributed.............................................................     6
         Section 6.3.      In-Service Distribution..............................................................     7
         Section 6.4.      Form of Distribution.................................................................     7
</TABLE>

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<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                    PAGE
                                                                                                                    ----
<S>                                                                                                                 <C>
         Section 6.5.      Beneficiary Designation. As used in the Plan the term "Beneficiary" means:...........     8
         Section 6.6.      Facility of Payment..................................................................     8
         Section 6.7.      Special Distributions................................................................     8
ARTICLE VII.          ADMINISTRATION, AMENDMENT AND TERMINATION.................................................     9
         Section 7.1.      Administration.......................................................................     9
         Section 7.2.      Amendment, Termination and Withdrawal................................................     9
         Section 7.3.      Successors...........................................................................     9
         Section 7.4.      Expenses.............................................................................     9
ARTICLE VIII.         MISCELLANEOUS.............................................................................     9
         Section 8.1.      No Continuing Right as Director......................................................     9
         Section 8.2.      Applicable Law.......................................................................    10
         Section 8.3.      Interests Not Transferable...........................................................    10
         Section 8.4.      Severability.........................................................................    10
         Section 8.5.      Withholding of Taxes.................................................................    10
</TABLE>

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