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): December 30, 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))

Item 1.01       Entry into a Material Definitive Agreement

On December 30, 2005, Lincoln Electric Holdings, Inc. (the “Company”) amended its Deferred Compensation Plan for Executives (as amended and restated as of January 1, 2002) (the “Plan”) to provide that all benefit accruals shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The effect is to eliminate the “grandfather” provisions of Section 885(d) of the American Jobs Creation Act of 2004. On December 22, 2005, the Board authorized the termination of the Plan as to the accounts for those participants who consented to such termination. Six of the participants consented to the termination and received cash distributions on December 29, 2005. One of the six was a Named Executive Officer in 2005, Vincent K. Petrella, Senior Vice President and Chief Financial Officer. Mr. Petrella received $305,365. Twenty-five other participants consented to the amendment of the Plan as summarized above in lieu of termination and a cash distribution. Accordingly, their accounts will continue to be held in the Plan subject to Section 409A of the Code.

The foregoing is a summary of the terms and conditions of two documents, the Instrument of Consent executed by the Chair of the Compensation and Executive Development Committee, and the Instrument of Termination of The Lincoln Electric Holdings, Inc. Deferred Compensation Plan (as amended and restated as of January 1, 2002), As Amended. Accordingly, the foregoing is qualified in its entirety by reference to the full texts of the referenced documents, which are attached as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01        Financial Statements and Exhibits

(c)	Exhibits
10.1	Instrument of Consent dated December 22, 2005.
10.2	Instrument of Termination of The Lincoln Electric Holdings, Inc. Deferred Compensation Plan (as amended and restated as of January 1, 2002), As Amended.

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: January 4, 2006	By:	/s/ Frederick G. Stueber
		Senior Vice President, General Counsel and Secretary

LINCOLN ELECTRIC HOLDINGS, INC.

INDEX TO EXHIBITS

Exhibit No.	Exhibit
10.1	Instrument of Consent dated December 22, 2005.
10.2	Instrument of Termination of The Lincoln Electric Holdings, Inc. Deferred Compensation Plan (as amended and restated as of January 1, 2002), As Amended.

EX-10.1

EXHIBIT 10.1

INSTRUMENT OF CONSENT

     The undersigned, Chair of the Compensation and Executive Development Committee of Lincoln Electric Holdings, Inc. (the “Company”), by authority delegated to me by the Board of Directors of the Company at a meeting held on November 30, 2005, hereby approves the Instrument of Termination of the Lincoln Electric Holdings, Inc. Deferred Compensation Plan (as amended and restated as of January 1, 2002), as amended, substantially in the form attached hereto, with such changes not contrary to the general tenor thereof as may be approved by any elected officer of the Company, such officer’s signature to be conclusive evidence of such approval.

December 22, 2005

Hellene S. Runtagh

EX-10.2

EXHIBIT 10.2

INSTRUMENT OF TERMINATION OF THE
LINCOLN ELECTRIC HOLDINGS, INC. DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED AS OF JANUARY 1, 2002), AS AMENDED

          WHEREAS, Lincoln Electric Holdings, Inc. (the “Company”) adopted the Lincoln Electric Holdings, Inc. Deferred Compensation Plan, originally effective as of November 15, 1994, as amended and restated as of January 1, 2002, as amended (the “Plan”); and

          WHEREAS, Section 7.3 of the Plan reserves to the Company the right to terminate and amend the Plan.

	NOW, THEREFORE,
1.	Subject to the following provisions of this Instrument of Termination, the Company hereby terminates the Plan effective December 23, 2005 (the “Termination Date”), or, if termination cannot be completed, hereby amends the Plan as of December 30, 2005 (the “Amendment Date”).
2.	The Account (as defined in the Plan) as of the Termination Date of any person who does not consent to such termination, as required by Section 7.3 of the Plan, will be administered in accordance with the terms of the Plan prior to such termination; provided, however, that the Company intends that any such Account shall comply and shall be administered in a manner that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Plan shall be construed and interpreted in accordance with such intent.
3.	To the extent that a payment and/or benefit from any Account described in paragraph 2 above is subject to Section 409A of the Code, it shall be administered and paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (the “Guidance”). Any provision of the Plan that would cause a payment and/or benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with such Section (which amendment may be retroactive to the extent permitted by the Guidance).
4.	The Account as of the Termination Date of each person who consents on a form provided by the Company to the distribution of such Account shall be distributed on or prior to December 29, 2005, to such person in a lump sum, subject to any withholding of taxes as provided in Section 8.5 of the Plan.
5.	Section 7.3 of the Plan is amended as of the Amendment Date by deleting the parenthetical therein added by Amendment No. 1 to the Plan effective as of December 1, 2004.

EXECUTED as of this 23^rd day of December, 2005.

LINCOLN ELECTRIC HOLDINGS, INC.
By:	Frederick G. Stueber
Title:	Senior Vice President, General Counsel and Secretary