8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2005

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

0-1402

(Commission File Number)

Ohio
(State or other jurisdiction of
incorporation) 34-1860551
(I.R.S. Employer Identification No.)

22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)

(216) 481-8100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-10.1 Amendment #4 to Supplemental Exec. Retirement Plan

Item 1.01	Entry into a Material Definitive Agreement.
	Amendment to the Supplemental Executive Retirement Plan
	On February 16, 2005, the Board of Directors of Lincoln Electric Holdings, Inc. (the “Company”) approved the amendment of the Company’s Supplemental Executive Retirement Plan (amended and restated as of March 1, 2002) (the “SERP”). The amendment is, in part, a response to temporary regulations issued by the Internal Revenue Service (the “IRS”) relating to the adoption of the American Jobs Creation Act of 2004 (the “Act”), which significantly changed the federal tax law applicable to deferred compensation plans as of January 1, 2005. In addition, the amendment modifies the benefit formula applicable to new participants in the SERP, in light of emerging trends in executive compensation.
	Pursuant to the amendment, effective January 1, 2005, the Company:

1.	Unfroze the SERP with respect to all benefit accruals;
2.	Provided that all benefit accruals vested prior to January 1, 2005 would be administered so as to qualify for “grandfather” status and would continue to be governed by the law applicable to nonqualified deferred compensation prior to the adoption of Section 409A of the U.S. Internal Revenue Code (the “Code”) created by the Act;
3.	Provided that all benefit accruals that were not so “grandfathered” would be administered so as to qualify under Code Section 409A; and
4.	Established a two-tier benefit structure, such that:

a.	All new participants designated as “Management Committee and Regional President Participants” would be entitled to a Retirement Benefit equal to one and three hundred thirty-three thousandths percent (1.333%) of such participant’s Final Average Pay multiplied by his Years of Service, but not greater than sixty percent (60%) of the Participant’s Final Average Pay, less applicable offsets; and
b.	All new participants designated as “Other Participants” would be entitled to a Retirement Benefit equal to one and one hundred eleven thousandths percent (1.111%) of such participant’s Final Average Pay multiplied by his Years of Service, but not greater than fifty percent (50%) of the Participant’s Final Average Pay, less applicable offsets.

	The foregoing is merely a summary of the terms and conditions of the amendment and not a complete discussion thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of Amendment No. 4 to the SERP, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 9.01	Financial Statements and Exhibits.
	(c) Exhibits
	10.1      Amendment No. 4 to the Supplemental Executive Retirement Plan (as amended and restated as of March 1, 2002).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINCOLN ELECTRIC HOLDINGS, INC
Date: February 18, 2005	By:	/s/ Vincent K. Petrella
		Vincent K. Petrella
		Vice President, Chief Financial Officer and Treasurer

LINCOLN ELECTRIC HOLDINGS, INC.

INDEX TO EXHIBITS

Exhibit No.	Exhibit
10.1	Amendment No. 4 to the Supplemental Executive Retirement Plan (as amended and restated as of March 1, 2002).

EX-10.1

Exhibit 10.1

AMENDMENT NO. 4
TO THE LINCOLN ELECTRIC HOLDINGS, INC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(AS AMENDED AND RESTATED AS OF MARCH 1, 2002)

     WHEREAS, Lincoln Electric Holdings, Inc. (the “Company”) adopted the Lincoln Electric Holdings, Inc. Supplemental Executive Retirement Plan (the “Plan”), originally effective as of January 1, 1994;

     WHEREAS, the Plan is classified as a “nonqualified deferred compensation plan” under the Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, the American Jobs Creation Act of 2004, P.L. 108-357 (the “AJCA”) added a new Section 409A to the Code, which significantly changed the Federal tax law applicable to “amounts deferred” under the Plan after December 31, 2004;

     WHEREAS, pursuant to the AJCA, the Secretary of the Treasury and the Internal Revenue Service will issue proposed, temporary or final regulations and/or other guidance with respect to the provisions of the new Section 409A of the Code (collectively with the AJCA, the “Guidance”);

     WHEREAS, effective January 1, 2005, Amendment No. 3 to the Plan froze benefit accruals under the Plan; and

     WHEREAS, the Company desires to unfreeze benefit accruals under the Plan and make certain other modifications to the Plan benefits.

     NOW, THEREFORE, the Company hereby adopts this Amendment No. 4 to the Plan, which Amendment is intended to unfreeze the Plan with respect to all benefit accruals, to provide that all benefit accruals vested prior to January 1, 2005 will be administered so as to qualify for “grandfather” status and continue to be governed by the law applicable to nonqualified deferred compensation prior to the addition of Code Section 409A (as specified in the Plan as in effect before the adoption of Amendment No. 3 to the Plan), to provide that all benefit accruals that are not so “grandfathered” will be administered so as to quality under Section 409A of the Code and to set up a two-tiered benefit structure for new Participants.

     Words used herein the Capital letters that are defined in the Plan are used herein as so defined.

Section 1

     Effective January 1, 2005, Section 1.3 of the Plan is hereby amended in its entirety to read as follows:

     Section 1.3. Benefit freeze. (a) The benefit accrual freeze provided for in the Plan will terminate, and benefit accruals will be reinstated commencing January 1, 2005. Each Participant’s vested accrued benefit under the Plan on December 31, 2004, will be determined

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based on such Participant’s age and service as determined on such date (the “Participant’s pre 2005 Benefit”).

           (b) With respect to each Participant’s pre-2005 Benefit, the Plan will be administered in a manner that will comply with the “grandfather” provision of Section 885(d) of the AJCA, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and Internal Revenue Service with respect thereto (collectively with the AJCA, the “Guidance”). In all other respects, the Plan is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. The Committee is authorized to adopt rules and regulations deemed necessary or appropriate in connection therewith to anticipate and/or comply with the requirements of the Guidance (including any transition or grandfather rules thereunder).

Section 2

     Effective January 1, 2005, Section 2.1 of the Plan is hereby amended by adding the following definition after the definition of “Interest Rate” and before the definition of “Normal Retirement Date”:

     “Management Committee and Regional President Participant” means a Participant who serves on the Company’s policy-making committee or a Participant who has been elected by the Board as a President of a region of the Company, and for whom the Committee has designated his participation in this Plan as a Management Committee and Regional President Participant.

Section 3

     Effective January 1, 2005, Section 2.1 of the Plan is hereby amended by adding the following definition after the definition of “Normal Retirement Date” and before the definition of “Participant”:

     “Other Participant” means a Participant who is not a Management Committee and Regional President Participant.

Section 4

     Effective January 1, 2005, Subsection (a) of Section 4.1 of the Plan is hereby amended in its entirety to read as follows:

(a)	=	(i) for an individual who was a Participant as of December 31, 2004, one and four hundred forty-five thousandths percent (1.445%) of such Participant’s Final Average Pay multiplied by his Years of Service, but not greater than sixty-five percent (65%) of the Participant’s Final Average Pay; or
		(ii) for an individual who becomes a Participant on or after January 1, 2005 and who is designated as a Management Committee and Regional President Participant, one and three hundred thirty-three thousandths percent (1.333%) of such Participant’s Final Average Pay multiplied by

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his Years of Service, but not greater than sixty percent (60%) of the Participant’s Final Average Pay; or

(iii) for an individual who becomes a Participant on or after January 1, 2005 and who is designated as an Other Participant, one and one hundred eleven thousandths percent (1.111%) of such Participant’s Final Average Pay multiplied by his Years of Service, but not greater than fifty percent (50%) of the Participant’s Final Average Pay; and

* * *

     The effective date of this Amendment No. 4 is January 1, 2005. Pre 2005 Benefits accrued and vested prior to January 1, 2005 and that qualify for “grandfather” status under Section 409A of the Code and Section 885(d) of the AJCA shall continue to be governed by the law applicable to nonqualified deferred compensation prior to the addition of Section 409A to the Code and shall be subject to the terms and conditions specified in the Plan as in effect prior to January 1, 2005.

     EXECUTED this ___day of ___, 2005.

LINCOLN ELECTRIC HOLDINGS, INC.

By:_______________________________
Title:____________________________

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