THE LINCOLN ELECTRIC COMPANY
DEFERRED COMPENSATION PLAN
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TABLE OF CONTENTS

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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............................................ 4
Section 3.1. Eligibility and Participation..................................... 4
(a) Eligibility........................................................... 4
(b) Participation......................................................... 4
(c) Initial Year of Participation......................................... 4
(d) Termination of Participation.......................................... 4
Section 3.2. Ineligible Participant............................................ 4
Section 3.3. Amount of Deferral................................................ 5
Section 3.4. Matching Amounts.................................................. 5
Section 3.5. Modification of Deferral Commitments.............................. 5

ARTICLE IV. PARTICIPANTS' ACCOUNTS.................................................. 5
Section 4.1. Establishment of Accounts......................................... 5
Section 4.2. Elective Deferred Compensation.................................... 5
Section 4.3. Determination of Accounts......................................... 6
(a) Determination of Accounts............................................. 6
(b) Accounting............................................................ 6
Section 4.4. Adjustments to Accounts........................................... 6
Section 4.5. Statement of Accounts............................................. 6
Section 4.6. Vesting of Accounts............................................... 6

ARTICLE V. FINANCING OF BENEFITS.................................................... 7
Section 5.1. Financing of Benefits............................................. 7
Section 5.2. Security For Benefits............................................. 7
Section 5.3. Investments....................................................... 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.............................................. 8
Section 6.5. Beneficiary Designation........................................... 9
Section 6.6. Facility of Payment............................................... 9
Section 6.7. Hardship Distributions............................................ 10

ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION.............................. 10
Section 7.1. Administration.................................................... 10
Section 7.2. Plan Administrator................................................ 10
Section 7.3. Amendment, Termination and Withdrawal............................. 11
Section 7.4. Successors........................................................ 11
Section 7.5. Claims............................................................ 11
Section 7.6. Expenses.......................................................... 11

ARTICLE VIII. MISCELLANEOUS......................................................... 11
Section 8.1. No Guarantee of Employment........................................ 11
Section 8.2. Applicable Law.................................................... 12
Section 8.3. Interests Not Transferable........................................ 12
Section 8.4. Severability...................................................... 12
Section 8.5. Withholding of Taxes.............................................. 12
Section 8.6. Top-Hat Plan...................................................... 12

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THE LINCOLN ELECTRIC COMPANY
DEFERRED COMPENSATION PLAN

The Lincoln Electric Company Deferred Compensation Plan is made and
executed as of the day of November, 1994 and is effective as of November 15,
1994.

ARTICLE I

PURPOSE

THE LINCOLN ELECTRIC COMPANY DEFERRED COMPENSATION PLAN (the "Plan"), is
hereby established by The Lincoln Electric Company to allow designated
management and highly compensated employees to defer a portion of their current
salary. 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 interest under the Plan.

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

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

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

(e) "Base Salary": The base earnings paid by the Corporation to a
Participant 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 6.5, 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 the Corporation.

(h) "Bonus": Any bonus paid by the Corporation to a Participant
without regard to any decreases as a result of an election to defer all or
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) "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.

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

(k) "Compensation": The amount of Base Salary plus Bonuses paid for
the Plan Year by the Corporation to a Participant.

(l) "Corporation": The Lincoln Electric Company or any successor or
successors thereto.
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(m) "Deferral Commitment": An agreement by a Participant to have a
specified percentage or dollar amount of his Compensation deferred under
the Plan for a specified period in the future.

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

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

(p) "Effective Date": November 15, 1994.

(q) "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.

(r) "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.

(s) "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.

(t) "Matching Amount": The amount credited to a Participant's Matching
Account under Section 3.4.

(u) "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.

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

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

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

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

(z) "Settlement Date": The date on which a Participant terminates
employment with the Corporation. Leaves of absence granted by the
Corporation will not be considered as termination of employment during the
term of such leave. Settlement Date shall also include with respect to any
Deferral Period the date prior or subsequent to termination of employment
selected by a Participant in a Participation Agreement for distribution of
all or a portion of the amounts deferred during such Deferral Period.

Section 2.2. Construction. The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine 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.

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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.

(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 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 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 25% of his
Compensation for the Plan Year. A Participant may choose to have amounts
deferred under this Plan deducted from his 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 Compensation 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 limitation 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. Matching Amounts. The Corporation may, in its discretion,
provide Matching Amounts under this Plan with respect to each Participant.

Section 3.5. Modification of Deferral Commitments. A Deferral Commitment
shall be irrevocable, except that the Administrator may, in its sole discretion,
permit a Participant to terminate, prospectively, any Deferral Commitment for a
Deferral Period. If a Participant terminates a Deferral Commitment during a

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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 days following the date the corresponding
non-deferred portion of his Compensation would have been paid to the
Participant. Any Matching Amount provided pursuant to Section 3.4 shall be
credited at the time designated by the Corporation. Any withholding of taxes or
other amounts with respect to deferred Compensation which is required by state,
federal or local law shall be withheld from the Participant's non-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 death, his 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, with an income (loss) factor equal to an amount determined
by multiplying (i) the balance credited to the Participant's Account as of
the immediately preceding Accounting Date (as adjusted pursuant to Section
4.2(a) for the current Accounting Date) by (ii) the rate of return for the
Accounting Period ending on such Accounting Date on deemed investments
provided for in Section 5.3.

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 death, to his Beneficiary showing the status of his Account as of
the end of the Plan Year, any changes in his 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 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 death, to his Beneficiary shall be paid by
the Corporation from its general assets. The payment of benefits

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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
investments 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. Investments. The Committee may designate one or more separate
investment funds or vehicles, 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. Each Participant shall file an investment preference request
("Request") to be effective as of the date of such Request with respect to the
amounts credited to his Account as of such date and amounts subsequently
credited to his Account. A Request will advise the Administrator as to the
Participant's preference with respect to investment vehicles for all or some
portion of the amounts credited to a Participant's Account in specified
multiples of 10%. A Request may be changed prospectively by a Participant only
as of January 1, April 1, July 1 and October 1 by giving the Administrator prior
written notice. 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 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. Earnings on any amounts deemed to have been invested
in any deemed investment fund shall be deemed to have been reinvested in such
fund.

ARTICLE VI

DISTRIBUTION OF BENEFITS

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

Section 6.2. Amount to be Distributed. The amount to which a Participant
or, in the event of his death, his 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 Settlement Date or Dates.

Section 6.3. In-Service Distribution. A Participant may elect to commence
to receive an in-service distribution of his or her deferred Compensation for
any Deferral Period beginning at any time at least two years after the date such
Compensation otherwise would have been first payable. 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 election to participate as provided in Section
3.1. The Participant may elect to receive such Compensation as an in-service
distribution under one of the forms provided in Section 6.4. Any benefits paid
to the Participant as an in-service distribution shall reduce the Participant's
Account.

Section 6.4. Form of Distribution. 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 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 death, to his 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,

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if elected by the Participant, the distribution of all or a portion of the
Participant's Account may commence on a date between the Settlement Date and the
date the Participant attains age sixty-five.

Distribution of a Participant's Account with respect to any Deferral Period
shall be made in one of the following forms as elected by the Participant:

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

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

The Participant's election of the form of distribution shall be made by
written notice filed with the Administrator at least one (1) year prior to the
Participant's voluntary termination of employment with, or retirement from, the
Corporation. Any such election may be changed by the Participant 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 one (1) year 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.

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.

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

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

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

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

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

Any Beneficiary designation may be changed from time to time by like notice
similarly delivered. No notice given under this Section shall be effective
unless and until the Administrator actually receives such notice.

Section 6.6. Facility of Payment. Whenever and as often as any Participant
or his 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 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 legal guardian or conservator; or (iii) to his spouse or to
any other person, to be expended for his benefit; and the decision of the
Administrator, shall in each case be final and binding upon all persons in
interest.

Section 6.7. Hardship Distributions. Upon a finding by the Administrator
that a Participant has suffered a Financial Hardship, the Administrator may, in
its sole discretion, distribute, or direct the Trustee to distribute, to the
Participant an amount which does not exceed the amount required to meet the
immediate financial needs created by the Financial Hardship and not reasonably
available from other sources of the

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Participant; provided, however, that in no event shall any amount attributable
to a Deferral Commitment be distributed less than six months after the date of
the applicable Participation Agreement. No distributions pursuant to this
Section 6.4 may be made in excess of the value of the Participant's Account at
the time of such distribution.

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 own Account. All decisions and determinations by the
Administrator shall be final and binding on all parties. All decisions of the
Administrator shall be made by the vote of the majority, including actions in
writing taken without a meeting. All elections, notices and directions under the
Plan by a Participant shall be made on such forms as the Administrator shall
prescribe.

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

Section 7.3. Amendment, Termination and Withdrawal. The Plan may be
amended from time to time or may be terminated at any time by the Board. No
amendment or termination of the Plan, however, may adversely affect the amount
or timing of payment of any person's benefits accrued under the Plan to the date
of amendment or termination without such person's written consent.

Section 7.4. Successors. The Corporation shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business and/or assets of the
Corporation expressly to assume and to agree to perform this Plan in the same
manner and to the same extent the Corporation would be required to perform if no
such succession had taken place. This Plan shall be binding upon and inure to
the benefit of the Corporation and any successor of or to the Corporation,
including without limitation any persons acquiring directly or indirectly all or
substantially all of the business and/or assets of the Corporation whether by
sale, merger, consolidation, reorganization 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 investments as provided in
Section 5.3, except that brokerage commissions and other

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transaction fees and expenses relating to the investment of deemed assets and
investment fees attributable to commingled investment of such assets shall be
paid from or charged to such assets or earnings thereon.

ARTICLE VIII.

MISCELLANEOUS

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

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

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

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

Section 8.5. Withholding of Taxes. 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.

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.

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IN WITNESS WHEREOF, The Lincoln Electric Company has caused this instrument
to be executed in its name as of the date first above written.

THE LINCOLN ELECTRIC COMPANY

By:
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Its:
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Attest:

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