general metal fabrication

EXHIBIT 10.8

AMENDMENT NO. 2
TO
LINCOLN ELECTRIC HOLDINGS, INC.
1988 INCENTIVE EQUITY PLAN

Recitals

     WHEREAS, Lincoln Electric Holdings, Inc. (the “Company”) has adopted the 1988 Incentive Equity Plan and an Amendment thereto (the “Plan”); and

     WHEREAS, the Board of Directors of the Company has approved this Amendment No. 2 to the Plan (“Amendment No. 2”).

Amendment

     NOW, THEREFORE, the Plan is hereby amended by this Amendment No. 2, effective as of October 20, 2006, as follows:

     1. The last paragraph of Section 5 of the Plan is amended to read as follows:

     The Committee shall make or provide for such adjustments in the numbers of shares of Stock covered by outstanding Stock Options, Stock Appreciation Rights and Deferred Stock granted hereunder, in the price per Common Share applicable to outstanding Options and Stock Appreciation Rights, and in the kind of shares covered thereby, as is equitably required to prevent dilution or enlargement of the rights of participants or optionees under the Plan that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. However, such adjustments shall be made automatically, without the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in shares of the Company. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Committee shall also make or provide for such adjustments in the numbers and kind of shares specified in this Section 5 as is appropriate to reflect any transaction or event described in this Section 5.

     2. Except as amended by Amendment No. 2, the Plan shall remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 effective as of the date first written above.