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

Exhibit 10.3

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

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

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

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

ARTICLE I

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 December 31, 2008, this Lincoln Electric Holdings, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “Plan”) is hereby amended and restated.

     The Plan is intended to comply with Section 409A of the Code, and shall be construed and interpreted in accordance with such intent.

     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 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 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) “Code" : The Internal Revenue Code of 1986, as amended from time to time, and any rules and regulations promulgated thereunder. Any reference to a provision of the Code shall also include any successor provision that modifies, replaces or supersedes it.

          (i) “ Committee ”: The Compensation & Executive Development Committee of the Board.

          (j) “ Corporation ”: Lincoln Electric Holdings, Inc., an Ohio corporation or any successor or successors thereto.

          (k) “ Deferral Commitment ”: An agreement by a Director to have a specified percentage or dollar amount of his or her Fees deferred under the Plan.

          (l) “ Deferral Period ”: The Plan Year for which a Director has elected to defer a portion of his or her Fees.

          (m) “ 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.

          (n) “ Effective Date ”: This Plan was originally established effective May 24, 1995. This amended and restated Plan shall be effective as of December 31, 2008.

          (o) “ Fees ”: The Annual Retainer and Other Compensation.

          (p) “ Investment Funds ”: Has the meaning set forth in Section 5.3.

          (q) “ 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 (or in an electronic format) to the Administrator 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.

          (r) “ 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 (or in an electronic format) to the Administrator 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.

          (s) “ 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.

          (t) “ Participation Agreement ”: The Agreement submitted by a Director to the Administrator with respect to one (1) or more Deferral Commitments.

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

          (v) “ Plan Year ”: The twelve (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.

          (w) “ Section 409A ”: Section 409A of the Code and any proposed, temporary or final regulations, and any notices or other guidance, promulgated with respect to Section 409A.

          (x) “ Settlement Date ”: The date on which a Director separates from service (within the meaning of Section 409A) as a Director. Settlement Date will also include a date selected by the Director pursuant to Section 6.3.

          (y) “ Subsequent Deferral Rule ”: Any subsequent election (other than modifications on account of disability or death) that alters the payment form or the date of distribution designated in the Director’s original Participation Agreement (i) may not take effect for at least twelve (12) months; (ii) must be made at least twelve (12) months prior to the due date of the first payment under the Director’s original Participation Agreement; and (iii) must extend payment of a Director’s Account at least five (5) years from the due date of the first payment under the Director’s original Participation Agreement.

      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 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 Plan Year and wishes to elect a Deferral Commitment with respect to the Fees earned by and payable to the individual during such Plan Year, a Participation Agreement must be submitted to the Administrator no later than thirty (30) days following such individual’s becoming a Director. 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.

          (e) Participation for 2006 . Notwithstanding any other provision of the Plan to the contrary, in the event that a Director wishes to elect a Deferral Commitment with respect to the Fees earned by and payable to the Director during the Plan Year beginning January 1, 2006, a Participation Agreement must be submitted to the Administrator on or before December 31, 2005. Any Deferral Commitments elected in such Participation Agreement shall be effective only with regard to Fees that have not been paid or become payable at December 31, 2005. 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 2006 Plan Year.

      Section 3.2 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 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.

ARTICLE IV

DIRECTORS’ ACCOUNTS

      Section 4.1 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 (1) or more sub-accounts of a Director’s Account, if

the Corporation determines that such sub-accounts are necessary or appropriate in administering the Plan.

      Section 4.2 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 thirty (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 laws 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 4.3 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 4.4 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 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 4.5 Statement of Accounts . As soon as practicable after the end of each Plan Year, a statement shall be