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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION\n

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Washington, D.C. 20549\n

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FORM 8-K\n

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CURRENT REPORT\n

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

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Date of Report (Date of earliest event reported): September 11, 2007

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BRADY CORPORATION\n

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(Exact name of registrant as specified in its charter)

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Commission File Number 1-14959

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Wisconsin \n(State of Incorporation)\n		39-0971239 \n(IRS Employer Identification No.)

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6555 West Good Hope Road
\nMilwaukee, Wisconsin 53223
\n(Address of Principal Executive Offices and Zip Code)

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(414) 358-6600
\n(Registrant’s Telephone Number)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the\nfiling obligation of the registrant under any of the following provisions:\n

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

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

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

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

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Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION\n

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On September 12, 2007, Brady Corporation (the “Corporation”) issued a press release announcing\nits fiscal 2007 fourth quarter financial results. A copy of the press release is being furnished\nto the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated\nherein by reference.\n

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Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN\nOFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS\n

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(e) On September 12, 2007, the Corporation amended the Brady Corporation Deferred Compensation\nPlan, Brady Corporation Directors’ Deferred Compensation Plan, and Brady Corporation Restoration\nPlan so that the plans remain compliant with the regulations recently issued under Section 409A of\nthe Internal Revenue Code. The amendments, which are technical in nature and are not intended to\nmaterially alter the content of the plans, become effective on January 1, 2008. The foregoing\ndescription of the amendments does not purport to be complete and is qualified in its entirety by\nreference to the full text of the Brady Corporation Deferred Compensation Plan, Brady Corporation\nDirectors’ Deferred Compensation Plan, and Brady Corporation Restoration Plan, copies of which are\nfiled herewith as Exhibit 10.1, 10.2 and 10.3, respectively, and are incorporated herein by\nreference.\n

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Item 8.01 OTHER EVENTS\n

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On September 11, 2007, the Corporation announced that its Board of Directors had increased the\nquarterly cash dividend on its Class A Common Stock from $0.14 to $0.15 per share. The dividend\nwill be paid on October 31, 2007, to shareholders of record as of the close of business on October\n10, 2007. A copy of the press release regarding the dividend is attached hereto as Exhibit 99.2\nand is incorporated herein by reference.\n

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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.\n

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(d) Exhibits.\n

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The following are filed as Exhibits to this Report.\n

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Exhibit No.		Description of Exhibit

10.1\n		Brady Corporation Deferred Compensation Plan, as amended.

10.2\n		Brady Corporation Directors’ Deferred Compensation Plan, as amended.

10.3\n		Brady Corporation Restoration Plan, as amended.

99.1\n		Press Release of Brady Corporation, dated September 12, 2007, relating to fourth quarter\nfiscal 2007 financial results.

99.2\n		Press Release of Brady Corporation, dated September 11, 2007, relating to increase in\nquarterly dividend.

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Exhibit 10.1\n

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BRADY CORPORATION\n

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EXECUTIVE DEFERRED COMPENSATION PLAN\n\n

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AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008\n\n

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ARTICLE I\n\n

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INTRODUCTION\n\n

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For periods prior to calendar year 2005, Brady Corporation has maintained the Brady\nCorporation Executive Deferred Compensation Plan by means of a series of individual deferred\ncompensation agreements with covered executives. Amounts deferred prior to January 1, 2005 (which\nwere all fully vested under Plan terms), including past and future earnings credited thereon, shall\nremain subject to the terms of those individual agreements as previously in effect (the “Frozen\nAgreements”) but no further amounts shall be deferred under the Frozen Agreements. All deferrals\nto the Plan for periods on or after January 1, 2005 shall be governed by the terms and provisions\nof this document. Except as provided in Sections 4.2(b)(x) and 6.1(a)(iii)(C) below, nothing in\nthis document shall apply to amounts deferred prior to 2005 and past and future earnings credited\nthereon. This document is intended to comply with the provisions of Section 409A of the Internal\nRevenue Code and shall be interpreted accordingly. If any provision or term of this document would\nbe prohibited by or inconsistent with the requirements of Section 409A of the Code, then such\nprovision or term shall be deemed to be reformed to comply with Section 409A of the Code.\n

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ARTICLE II\n

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DEFINITIONS\n\n

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The following definitions shall be applicable throughout the Plan:\n

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2.1 “Account” means the account credited from time to time with bookkeeping amounts\nequal to the portions of a Participant’s compensation deferred pursuant to Section 3.2 and\nearnings credited on such amounts in accordance with Article IV.\n

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2.2 “Administrator” means the Compensation Committee of the Board of Directors of\nBrady Corporation.\n

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2.3 “Beneficiary” means the person, persons, or entity designated by the Participant\nto receive any benefits payable under the Plan on or after the Participant’s death. Each\nParticipant shall be permitted to name, change or revoke the Participant’s designation of a\nBeneficiary in writing on a form and in the manner prescribed by the Corporation; provided,\nhowever, that the designation on file with the Corporation at the time of the Participant’s death\nshall be controlling. Should a Participant fail to make a valid Beneficiary designation or leave\nno named Beneficiary surviving, any benefits due shall be paid to such Participant’s spouse, if\nliving; or if not living, then any benefits due shall be paid to such Participant’s estate. A\nParticipant may designate a primary beneficiary and a contingent beneficiary;\n

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provided, however, that the Corporation may reject any such instrument tendered for filing if\nit contains successive beneficiaries or contingencies unacceptable to it. If all Beneficiaries\nwho survive the Participant shall die before receiving the full amounts payable hereunder, then\nthe payments shall be paid to the estate of the Beneficiary last to die.\n

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2.4 “Code” means the Internal Revenue Code of 1986, including any subsequent\namendments.\n

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2.5 “Corporation” means Brady Corporation, and each of its affiliates which has\nadopted the Plan or may adopt the Plan. Currently, the additional sponsoring affiliates are\nTricor Direct, Inc. and Brady Worldwide, Inc. The term “Corporation” as used throughout this Plan\nshall include references to those affiliates of Brady Corporation which have also adopted the\nPlan; provided, however, that for purposes of the power to amend or terminate the Plan or take any\nother action under or with respect to the Plan, except for the payment of benefits, the term\n“Corporation” shall refer only to Brady Corporation.\n

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2.6 “Effective Date” means January 1, 2008. This document describes how this Plan\nhas been administered for periods after 2004 and prior to January 1, 2008 and how it shall be\nadministered for periods after 2007.\n

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2.7 “ERISA” means the Employee Retirement Income Security Act of 1974, including any\nsubsequent amendments.\n

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2.8 “Fiscal Year” means the period beginning August 1 and ending July 31.\n

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2.9 “Participant” means a key management or highly compensated employee designated as\neligible to participate in the Plan for a Plan Year under Section 3.1 (such persons shall be known\nas “Active Participants” for such Plan Year) and any person who previously participated in the\nPlan and is entitled to benefits.\n

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2.10 “Performance Based Bonus” means bonus compensation, the amount of which or\nentitlement to, is based on services performed over a period of at least 12 consecutive months\nwhich is contingent on the satisfaction of pre-established organizational or individual\nperformance criteria, which performance criteria are not substantially certain to be met at the\ntime a deferral election is permitted. Performance Based Bonus compensation may include payments\nbased upon subjective performance criteria, but (i) any subjective performance criteria must\nrelate to the performance of the Participant service provider, a group of service providers that\nincludes the Participant service provider, or a business unit for which the Participant provides\nservices (which may include the entire organization) and (ii) the determination that any\nsubjective performance criteria have been met must not be made by the Participant or a family\nmember of the Participant (as defined in Code Section 267(c)(4) applied as if the family of an\nindividual includes the spouse of any family member). Organizational or individual performance\ncriteria are considered pre-established if established in writing by not later than 90 days after\nthe commencement of the period of service to which the criteria relate, provided that the outcome\nis substantially uncertain at the time the criteria are established. A Performance Based Bonus\nmay include payments based on performance criteria that are not approved by the Administrator or\nby the stockholders of the Corporation. A Performance Based Bonus shall not include any amount or\nportion of any amount that will be paid either regardless of performance, or based upon a level of\nperformance that is substantially certain to be met at the time the criteria are established.\nWhether a bonus is performance based shall be determined in accordance with the requirements of\nIRS Reg. Section 1.409A-1 (e) which are summarized in part in this Section 2.10.\n

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2.11 “Plan” means the Brady Corporation Executive Deferred Compensation Plan, as set\nforth herein, as applicable to amounts deferred after calendar year 2004, and as it may be amended\nfrom time to time.\n

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2.12 “Plan Year” means the calendar year.\n

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2.13 “Separation from Service” shall have the meaning set forth in IRS Regulation\nSection 1.409A-1 the requirements of which are summarized in part as follows:\n

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(a) In General. The Participant shall have a Separation from Service with the\nCorporation if the Participant dies, retires, or otherwise has a termination of employment\nwith the Corporation. However, for purposes of this Section 2.13, the employment\nrelationship is treated as continuing intact while the individual is on military leave, sick\nleave, or other bona fide leave of absence if the period of such leave does not exceed six\nmonths, or if longer, so long as the individual retains a right to reemployment with the\nCorporation under an applicable statute or by contract. For purposes of this paragraph (a)\nof this Section 2.13, a leave of absence constitutes a bona fide leave of absence only if\nthere is a reasonable expectation that the Participant will return to perform services for\nthe Corporation. If the period of leave exceeds six months and the individual does not\nretain a right to reemployment under an applicable statute or by contract, the employment\nrelationship is deemed to terminate on the first date immediately following such six-month\nperiod. Notwithstanding the foregoing, where a leave of absence is due to any medically\ndeterminable physical or mental impairment that can be expected to result in death or can be\nexpected to last for a continuous period of not less than six months, where such impairment\ncauses the Participant to be unable to perform the duties of his or her position of\nemployment or any substantially similar position of employment, a 29-month period of absence\nmay be substituted for such six-month period.\n

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(b) Termination of Employment. Whether a termination of employment has\noccurred is determined based on whether the facts and circumstances indicate that the\nCorporation and Participant reasonably anticipated that no further services would be\nperformed after a certain date or that the level of bona fide services the Participant would\nperform after such date (whether as an employee or as an independent contractor) would\npermanently decrease to no more than 20 percent of the average level of bona fide services\nperformed (whether as an employee or an independent contractor) over the immediately\npreceding 36-month period (or, the full period of services to the Corporation if the\nParticipant has been providing services to the Corporation less than 36 months). Facts and\ncircumstances to be considered in making this determination include, but are not limited\nto, whether the Participant continues to be treated as an employee for other purposes (such\nas continuation of salary and participation in employee benefit programs), whether similarly\nsituated service providers have been treated consistently, and whether the Participant is\npermitted, and realistically available, to perform services for other service recipients in\nthe same line of business. The Participant is presumed to have Separated from Service where\nthe level of bona fide services performed decreases to a level equal to 20 percent or less\nof the average level of services performed by the employee during the immediately preceding\n36-month period. The Participant will be presumed not to have Separated from Service where\nthe level of bona fide services performed continues at a level that is 50 percent or more of\nthe average level of service performed by the Participant during the immediately preceding\n36-month period. No presumption applies to a decrease in the level of bona fide services\nperformed to a level that is more than 20 percent and less than 50 percent of the average\nlevel of bona fide services performed during the immediately preceding 36-month period. The\npresumption is rebuttable by demonstrating that the Corporation and the Participant\n

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reasonably anticipated that as of a certain date the level of bona fide services would\nbe reduced permanently to a level less than or equal to 20 percent of the average level of\nbona fide services provided during the immediately preceding 36-month period or the full\nperiod of services to the Corporation if the Participant has been providing services to the\nCorporation less than 36 months (or that the level of bona fide services would not be so\nreduced). For example, the Participant may demonstrate that the Corporation and the\nParticipant reasonably anticipated that the Participant would cease providing services, but\nthat, after the original cessation of services, business circumstances such as termination\nof the Participant’s replacement caused the Participant to return to employment. Although\nthe Participant’s return to employment may cause the Participant to be presumed to have\ncontinued in employment because the Participant is providing services at a rate equal to the\nrate at which the Participant was providing services before the termination of employment,\nthe facts and circumstances in this case would demonstrate that at the time the Participant\noriginally ceased to provide services, the Corporation reasonably anticipated that the\nParticipant would not provide services in the future. For purposes of this paragraph (b),\nfor periods during which the Participant is on a paid bona fide leave of absence (as defined\nin paragraph (a) of this Section 2.13) and has not otherwise terminated employment pursuant\nto paragraph (a) of this Section 2.13, the Participant is treated as providing bona fide\nservices at a level equal to the level of services that the Participant would have been\nrequired to perform to receive the compensation paid with respect to such leave of absence.\nPeriods during which the Participant is on an unpaid bona fide leave of absence (as defined\nin paragraph (a) of this Section 2.13) and has not otherwise terminated employment pursuant\nto paragraph (a) of this Section 2.13, are disregarded for purposes of this paragraph (b) of\nthis Section 2.13 (including for purposes of determining the applicable 36-month (or\nshorter) period).\n

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(c) Asset Purchase Transactions. Where as part of a sale or other disposition\nof assets by the Corporation as seller to an unrelated service recipient (buyer), a\nParticipant of the Corporation would otherwise experience a Separation from Service with the\nCorporation, the Corporation and the buyer may retain the discretion to specify, and may\nspecify, whether a Participant providing services to the Corporation immediately before the\nasset purchase transaction and providing services to the buyer after and in connection with\nthe asset purchase transaction has experienced a Separation from Service, provided that the\nasset purchase transaction results from bona fide, arm’s length negotiations, all service\nproviders providing services to the Corporation immediately before the asset purchase\ntransaction and providing services to the buyer after and in connection with the asset\npurchase transaction are treated consistently (regardless of position at the Corporation)\nfor purposes of applying the provisions of any nonqualified deferred compensation plan, and\nsuch treatment is specified in writing no later than the closing date of the asset purchase\ntransaction. For purposes of this paragraph (c), references to a sale or other disposition\nof assets, or an asset purchase transaction, refer only to a transfer of substantial assets,\nsuch as a plant or division or substantially all the assets of a trade or business.\n

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(d) Dual Status. If a Participant provides services both as an employee of the\nCorporation and as an independent contractor of the Corporation, the Participant must\nseparate from service both as an employee and as an independent contractor to be treated as\nhaving Separated from Service. If a Participant ceases providing services as an independent\ncontractor and begins providing services as an employee, or ceases providing services as an\nemployee and begins providing services as an independent contractor, the Participant will\nnot be considered to have a Separation from Service until the Participant has ceased\nproviding services in both capacities. Notwithstanding the foregoing, if a Participant\nprovides services both as an employee of the Corporation and a member of the board of\ndirectors of the Corporation, the services\n

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provided as a director are not taken into account in determining whether the\nParticipant has a Separation from Service as an employee for purposes of this Plan unless\nthis Plan is aggregated with any plan in which the Participant participates as a director\nunder IRS Regulation Section 1.409A-1(c)(2)(ii).\n

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2.14 “Specified Employee” shall have the meaning set forth in IRS Regulation Section\n1.409A-1 the requirements of which are summarized in part as follows:\n

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(a) In General. “Specified Employee” means a Participant who as of the date of\nhis Separation from Service is a “key employee” as defined in Code Section 416(i)\n(disregarding Section 416(i)(5)), i.e., an employee who at any time during the 12 month\nperiod ending on an identification date is an officer of the Corporation or one of its\naffiliates having an annual compensation as defined in IRS Regulation Section 1.409A-1(i)(2)\ngreater than $130,000, a 5% owner of the Corporation or one of its affiliates or a 1% owner\nof the Corporation or one of its affiliates having compensation of more than $150,000. The\n$130,000 amount described in the preceding sentence shall be adjusted for cost of living\nincreases in such amounts and at such times as specified by the Internal Revenue Service.\nFurther, no more than 50 employees (or, if lesser, the greater of 3 or 10% of the employees)\nshall be treated as officers. The foregoing definition shall be interpreted at all times in\na manner consistent with such regulations as may be adopted from time to time by the\nInternal Revenue Service for purposes of applying the key employee definition of Section\n416(i) to the requirements of Code Section 409A. If a person is a key employee as of an\nidentification date, the person is treated as a Specified Employee for the 12-month period\nbeginning on the first day of the fourth month following the identification date. The\n“identification date” is December 31.\n

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(b) In the event of a public offering, merger, acquisition, spin-off, reorganization or\nother corporate transaction, “Specified Employees” shall be determined as provided in IRS\nReg. Section 1.409A-(1)(i)(6).\n

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2.15 “Unforeseeable Emergency” means a severe financial hardship to a Participant\nresulting from an illness or accident of the Participant or the Participant’s spouse or dependent\n(as defined in Section 152(a) of the Code), loss of the Participant’s property due to casualty\n(including the need to rebuild a home following damage to a home not otherwise covered by\ninsurance, for example, as a result of a natural disaster), or other similar extraordinary and\nunforeseeable circumstances arising as a result of events beyond the control of the Participant.\nFor example, the imminent foreclosure of or eviction from the Participant’s primary residence may\nconstitute an Unforeseeable Emergency. In addition, the need to pay for medical expenses,\nincluding non-refundable deductibles, as well as for the costs of prescription drug medication,\nmay constitute an Unforeseeable Emergency. Finally, the need to pay for funeral expenses of a\nspouse or a dependent (as defined in Code section 152(a)) may also constitute an Unforeseeable\nEmergency. Except as otherwise provided above, the purchase of a home and the payment of college\ntuition are not Unforeseeable Emergencies. Whether a Participant is faced with an Unforeseeable\nEmergency is to be determined based on the relevant facts and circumstances of each case.\n

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ARTICLE III\n

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PARTICIPATION AND DEFERRALS\n\n

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3.1 Determination of Participants. Within a reasonable period of time prior to the\nbeginning of a Plan Year or at any time during a Plan Year, the Administrator will designate\nemployees who will be eligible to become Active Participants in the Plan for that Plan Year (or\nthe remainder of such Plan Year). An employee designated as an Active Participant for a Plan Year\nshall remain an Active Participant until the employee’s Separation from Service or the\nAdministrator or the Board of Directors of the Corporation takes action to terminate such\nemployee’s participation effective on the first day of any Plan Year subsequent to the date of\nsuch action by the Administrator or the Board.\n

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3.2 Deferral Elections.\n

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(a) Salary Payments. An Active Participant may elect to defer a specified\npercentage of his salary for services performed during a Plan Year by completing and filing\nsuch forms as required by the Corporation prior to the first day of the Plan Year. A\nParticipant’s deferrals shall be taken at a uniform percentage rate from each of his salary\npayments during the year. Compensation deferred shall be retained by the Corporation,\ncredited to the Participant’s Account pursuant to Section 4.1 and paid in accordance with\nthe terms and conditions of the Plan. An employee who is not already eligible to\nparticipate in any other deferred compensation plan of the account balance type who becomes\nan Active Participant for the first time during a Plan Year (for example, an employee\ndesignated to be a Participant by the Administrator upon hire or promotion) may within 30\ndays after the effective date of participation make an election to defer a specified\npercentage of salary to be paid to him for services to be performed subsequent to the\ndeferral election.\n

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(b) Bonus Payments. An Active Participant may elect to defer a portion of any\nand all bonus payments made to him during a Plan Year by completing and filing such forms as\nrequired by the Corporation. To the extent a bonus payment represents a payment of a\nPerformance Based Bonus, to be effective the deferral election with respect to such bonus\nmust be filed with the Corporation at least seven months prior to the end of the period in\nwhich the bonus payment is earned. If a bonus payment is not a Performance Based Bonus but\nis calculated on a Fiscal Year basis, then to be effective the deferral election must be\nfiled prior to the beginning of the Fiscal Year during which the Participant first renders\nany services giving rise to the payment of the bonus. If a bonus is not a Performance Based\nBonus and is not calculated on a Fiscal Year basis, to be effective, the deferral election\nmust be filed prior to the beginning of the first Plan Year in which are performed any\nservices for which such bonus is payable. An employee who is not already eligible to\nparticipate in any other deferred compensation plan sponsored by the Corporation of the\naccount balance type who becomes an Active Participant for the first time during a Plan Year\n(for example, an employee designated to be a Participant by the Administrator upon hire or\npromotion) may within 30 days after the effective date of participation make an election to\ndefer a specified percentage of any bonus payment for which the service period has already\nbegun and, in such event, the election shall apply to the portion of bonus compensation\nequal to the total bonus compensation to be paid to the Participant with respect to that\nservice period multiplied by a fraction of which the numerator is the number of days\nremaining in the performance period and the denominator is the total number of days in the\nperformance period.\n

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3.3 Continued Effect of Elections.\n

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(a) Salary Payments. An Active Participant’s deferral election with respect to\na Plan Year under Section 3.2(a) shall be irrevocable after the last date upon which it may\nbe filed pursuant to Section 3.2(a) and shall continue in effect each subsequent Plan Year\nuntil prospectively revoked or amended in writing. For a revocation or amendment to be\neffective with respect to salary payments during a Plan Year, it must be filed by the last\ndate for which an effective deferral election is permitted to be filed with respect to those\nsalary payments under Section 3.2(a).\n

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(b) Bonus Payments. An Active Participant’s deferral election under Section\n3.2(b) with respect to a bonus shall be irrevocable after the last date upon which it may be\nfiled pursuant to Section 3.2(b) and shall continue in effect with respect to bonuses earned\nin subsequent performance periods until prospectively revoked or amended in writing. For a\nrevocation or amendment to be effective for any bonus payment, it must be filed by the last\ndate for which an effective deferral election is permitted to be filed with respect to that\nbonus payment under Section 3.2(b).\n

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3.4 Prior Deferral Elections. Any deferral election made prior to calendar year 2005\nunder a Frozen Agreement shall be treated as a deferral election described in Section 3.2(a)\nand/or Section 3.2(b), as the case may be, and shall continue in effect until modified as\ndescribed in Section 3.3 above unless modified earlier pursuant to Section 8.14(a) below.\n

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3.5 Unforeseeable Emergency. In the event that a Participant makes application for a\nhardship distribution under Section 6.3 and the Administrator determines that an Unforeseeable\nEmergency exists, all deferral elections otherwise in effect under this Article III and any other\nnonqualified deferred compensation plan of the account balance type sponsored by the Corporation\nshall immediately terminate upon such determination. To resume deferrals thereafter, a\nParticipant must make an election satisfying the provisions of Section 3.2(a) and/or (b), as the\ncase may be, as those provisions apply to someone who is already an Active Participant in the\nPlan.\n

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3.6 401(k) Hardship. Any deferral elections in effect under this Article III shall\nbe cancelled as required due to a hardship distribution described in IRS Regulation Section\n1.401(k)-1(d)(3) or any successor thereto. To resume deferrals after the required suspension\nperiod, a Participant must make an election satisfying the provisions of Section 3.2(a) and/or\n(b), as the case may be, as those provisions apply to someone who is already an Active Participant\nin the Plan.\n

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ARTICLE IV\n

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ACCOUNTS\n\n

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4.1 Credits to Account. Bookkeeping amounts equal to the amounts deferred by a\nParticipant pursuant to Section 3.2 shall be credited to such Participant’s Deferral Account as\nsoon as practicable after the deferred compensation would otherwise have been paid to such\nParticipant in the absence of deferral.\n

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4.2 Valuation of Account.\n

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(a) The Participant’s Account shall be credited or charged with deemed earnings or\nlosses as if it were invested in accordance with paragraph (b) below.\n

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(b) (i) The investment funds available hereunder for the deemed investment of the\nAccount shall be the Brady Stock Fund and such other funds as the Administrator shall from\ntime to time determine. However, in no event shall the Corporation be required to make any\nsuch investment in the Brady Stock Fund or any other investment fund and, to the extent such\ninvestments are made, such investments shall remain an asset of the Corporation subject to\nthe claims of its general creditors.\n

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(ii) On the date credited to the Participant’s Account, deferrals shall be\ndeemed to be invested in one or more of the investment funds designated by the\nParticipant for such deemed investment. Once made, the Participant’s investment\ndesignation shall continue in effect for all future deferrals until changed by the\nParticipant. Any such change may be prospectively elected by the Participant at the\ntimes established by the Administrator, which shall be no less frequently than\nquarterly, and shall be effective only for deferrals, credited from and after its\neffective date. Until such time as the Administrator takes action to the contrary,\nsuch changes may be elected at the same times as changes may be elected with respect\nto the Brady Matched 401(k) Plan.\n

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(iii) A Participant’s balance in the Brady Stock Fund shall be determined as\nthough the Participant’s deferrals allocated to that Fund are invested in shares of\nClass A non-voting common stock of Brady Corporation by purchase at the fair market\nvalue price of such stock on the date the deferrals are credited to the\nParticipant’s Brady stock account.\n

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(iv) The portion of a Participant’s Account invested in the Brady Stock Fund\nshall be called the Brady Stock Sub-account. The remaining portion of the\nParticipant’s Account shall be referred to as the General Investment Sub-account.\n

\n\n\n

(v) The value of the Brady Stock Sub-account on any particular date will be\nbased upon the value of the shares of Class A non-voting common stock of Brady\nCorporation which the sub-account is deemed to hold on that date. The shares of\nsuch stock deemed to be held in such sub-account shall be credited with dividends at\nthe time they are credited with respect to actual shares of Class A non-voting\ncommon stock of Brady Corporation and such dividends shall be deemed to be used to\npurchase additional shares of Class A non-voting common stock of Brady Corporation\non the day following the crediting of such dividends at the then fair market value\nprice of such stock. The sub-account shall also be credited from time to time with\nadditional shares of Class A non-voting common stock of Brady Corporation equal in\nnumber to the number of shares granted in any stock dividend or split to which the\nholder of a like number of shares of Class A non-voting common stock would be\nentitled. All other distributions with respect to shares of Class A non-voting\ncommon stock of Brady Corporation shall be similarly applied. In the event of a\ndistribution of preferred stock, such preferred stock shall be valued at its par\nvalue (or its voluntary liquidating price, if it does not have a par value).\n

\n\n\n

(vi) The valuation of the funds held in the General Investment Sub-account shall\nbe accomplished in the same manner as though the deemed investment in such\n

\n\n

-8-\n

\n\n\n

funds had actually been made and are valued at their fair market value price on\nvaluation dates hereunder.\n

\n\n\n

(vii) A Participant’s Account shall be valued as of December 31 each year and at\nsuch other times established by the Administrator, which shall be no less frequently\nthan quarterly. Until such time as the Administrator takes action to the contrary,\nsuch valuation shall be at the same time as valuations made of Brady matched 401(k)\nplan assets.\n

\n\n\n

(viii) All elections and designations under this section shall be made in\naccordance with procedures prescribed by the Administrator. The Administrator may\nprescribe uniform percentages for such elections and designations.\n

\n\n\n

(ix) A Participant may prospectively elect to reallocate his Account balance\namong the investment funds at the times established by the Administrator, which\nshall be no less frequently than quarterly. Until such time as the Administrator\ntakes action to the contrary, such changes may be elected at the same times as\nchanges may be elected with respect to the Brady Matched 401(k) Plan.\nNotwithstanding any other provision of this Plan to the contrary, a Participant may\nnot make (i) any election or transaction in the Brady Stock Fund at a time when the\nParticipant is in possession of any material non-public information or at a time not\npermitted under the Corporation’s policy on insider trading or (ii) an opposite way\nelection with respect to the Brady Stock Fund within six months of a prior election\nregarding the Brady Stock Fund.\n

\n\n\n

(x) Notwithstanding subparagraph (ix) above, from and after May 1, 2006, a\nParticipant may not shift any amounts from his Brady Stock Sub-account to his\nGeneral Investment Sub-account or vice-versa. Notwithstanding Article I and Section\n2.11 of this Plan to the contrary, the rule of this subparagraph (x) shall apply to\nall amounts held for a Participant under a Frozen Agreement as well, meaning that\nfrom and after May 1, 2006, a Participant shall not be entitled to transfer any\namount to or from the portion of his account held in the Brady Stock Fund under the\nFrozen Agreement. The preceding sentence shall not apply to a Participant who has\nhad a Separation from Service prior to May 1, 2006.\n

\n\n

(c) The Corporation shall provide annual reports to each Participant showing (a) the\nvalue of the Account as of the most recent December 31^st, (b) the amount of\ndeferral made by the Participant for the Plan Year ending on such date and (c) the amount of\nany investment gain or loss and the costs of administration credited or debited to the\nParticipant’s Account.\n

\n\n

(d) Notwithstanding any other provision of this Agreement that may be interpreted to\nthe contrary, the deemed investments are to be used for measurement purposes only and\nshall not be considered or construed in any manner as an actual investment\nof the Participant’s Account balance in any such fund. In the event that Brady Corporation\nor the trustee of any grantor trust which Brady Corporation may choose to establish to\nfinance some or all of its obligations hereunder, in its own discretion, decides to invest\nfunds in any or all of the funds, the Participant shall have no rights in or to such\ninvestments themselves. Without limiting the foregoing, the Participant’s Account balance\nshall at all times be a bookkeeping entry only and shall not represent any investment made\non the Participant’s behalf by the Corporation or any trust; the Participant shall at all\ntimes remain an unsecured creditor of the Corporation.\n

\n\n

-9-\n

\n\n

ARTICLE V\n

\n\n\n

VESTING\n\n

\n\n

5.1 Full Vesting. A Participant shall be fully vested and nonforfeitable at all\ntimes in his or her Account hereunder.\n

\n\n

ARTICLE VI\n

\n\n\n

MANNER AND TIMING OF DISTRIBUTION\n\n

\n\n

6.1 Payment of Benefits.\n

\n\n\n

(a) After a Participant’s Separation from Service the Participant’s Account shall be\npaid to the Participant (or in the event of the Participant’s death, to the Participant’s\nBeneficiary). Payment shall be made in one of the following forms as specified in the\nParticipant’s payment election pursuant to Section 6.2:\n

\n\n\n

(i) Single Sum. A single sum distribution of the value of the balance\nof the Account on the first day of October following the Participant’s Separation\nfrom Service; or\n

\n\n\n

(ii) Installments. The value of the balance of the Account shall be\npaid in annual installments on the first day of October each year with the first of\nsuch installments to be paid on the first day of October following the Participant’s\nSeparation from Service. Annual installments shall be paid in one of the\nalternative methods specified below over the number of years selected by the\nParticipant in the payment election made pursuant to Section 6.2, but not to exceed\n10. The earnings (or losses) provided for in Section 4.2 shall continue to accrue\non the balance remaining in the Account during the period of installment payments.\nThe alternative methods available are as follows:\n

\n\n\n

(A) Fractional Method. The annual installment shall be\ncalculated by multiplying the most recent July 31 value of the Account by a\nfraction, the numerator of which is one, and the denominator of which is the\nremaining number of annual payments due the Participant. By way of example,\nif the Participant elects a 10 year annual installment method, the first\npayment shall be one-tenth (1/10) of the Account balance. The following\nyear, the payment shall be one-ninth (1/9) of the Account balance.\n

\n\n\n

(B) Percentage or Fixed Dollar Method. The annual installment\nshall be calculated by multiplying the most recent July 31 value of the\nAccount, in the case of the percentage method, by the percentage selected by\nthe Participant and paying out the resulting amount or, in the case of the\nfixed dollar method, by paying out the fixed dollar amount selected by the\nParticipant for the number of years selected by the Participant. However,\nin the event the dollar amount selected is more than the value of the\nAccount in any given year, the entire value of the Account will be\ndistributed. Further, regardless of the method\n

\n\n

-10-\n

\n\n\n

selected by the Executive, the final installment payment will include\n100% of the then remaining July 31 Account value.\n

\n\n\n

(iii) In Cash or In Stock. Prior to May 1, 2006 all payments shall be\nmade in cash. From and after May 1, 2006, payments shall be made in cash and/or\nClass A non-voting common stock of Brady Corporation pursuant to the following:\n

\n\n\n

(A) If distribution is made in a single sum, the value of the portion\nof the Participant’s Account which consists of the General Investment\nSub-account shall be paid in cash while the value of the portion of the\nAccount which consists of the Brady Stock Sub-account shall be paid by\ndistributing the number of shares of Class A non-voting stock of Brady\nCorporation which represent the number of deemed shares held in the Brady\nStock Sub-Account, except, however, that any fractional shares shall be\nvalued and distributed in cash.\n

\n\n\n

(B) If distribution is made in installments, a portion of each\ninstallment shall be distributed in cash and a portion in Class A non-voting\nshares of common stock of Brady Corporation. The portion to be distributed\nin cash shall be that portion of the total installment payment which is the\nsame percentage as derived by dividing the value of the Balance in the\nGeneral Investment Sub-account by the value of the total Account balance and\nthe portion to be distributed in stock shall be the same percentage as\ndetermined by dividing the value of the balance of the Brady Stock\nSub-account by the value of the total Account balance. The number of shares\nof Class A non-voting shares of common stock of Brady Corporation to be\ndistributed shall be the number having the same value as the portion of the\ninstallment to be paid in such stock, except, however, that any fractional\nshares shall be distributed in cash.\n

\n\n\n

(C) Notwithstanding Article I and Section 2.11 of this Plan to the\ncontrary, the rule of this sub-paragraph (iv) shall apply to amounts held\nfor a Participant under a Frozen Agreement from and after May 1, 2006. The\npreceding sentence shall not apply to a Participant who has had a Separation\nfrom Service prior to May 1, 2006.\n

\n\n\n

(b) In the case of a Participant who is a Specified Employee, payment pursuant to\nparagraph (a) above shall commence no earlier than the first day of the seventh month\nfollowing the Participant’s Separation from Service. This delay in distribution rule does\nnot apply if the payment is being made as a result of the Participant’s death or disability.\nFor this purpose, “disability” means that the Participant:\n

\n\n\n

(i) is unable to engage in any substantial gainful activity by reason of any\nmedically determinable physical or mental impairment which can be expected to result\nin death or can be expected to last for a continuous period of not less than 12\nmonths, or\n

\n\n\n

(ii) is, by reason of any medically determinable physical or mental impairment\nwhich can be expected to result in death or can be expected to last for a continued\nperiod of not less than 12 months, receiving income replacement benefits for a\nperiod of not less than three months under an accident and health plan covering the\nemployees of the Corporation or one of its affiliates in which the Participant is\ncovered.\n

\n\n

-11-\n

\n\n

6.2 Payment Election. An individual who first becomes an Active Participant at the\nbeginning of a Plan Year who is provided with prior written notice of the effective date of\nparticipation shall complete a payment election form specifying the form of payment applicable to\nsuch Participant’s Account under the Plan. Absent an actual election by such Participant by the\neffective date of participation, the Participant shall be deemed to have elected payment in the\nfive (5) annual installment payment form. An individual who first becomes an Active Participant\nother than on the first day of a Plan Year shall complete a payment election form specifying the\nform of payment applicable to such Participant’s Account no later than 30 days after the effective\ndate of participation. In the event such a Participant does not make an actual election within\nsuch 30 day period, the Participant shall be deemed to have elected the five (5) annual\ninstallment payment form; provided, however, that if such Participant is already a participant in\nany other nonqualified plan or plans sponsored by the Corporation of the account balance type, the\nmost recent payment election with respect to any one of those plans shall be the payment election\nform deemed elected under this Plan regardless of whether the individual elects a different\npayment election form during that initial 30 day period. A Participant may change the form of\npayment by completing and filing a new payment election form with the Corporation, and the payment\nelection form on file with the Corporation as of the date of the Participant’s Separation from\nService shall be controlling. Notwithstanding the foregoing, a payment election form changing the\nParticipant’s form of payment shall not be effective if the Participant has a Separation from\nService within twelve months after the date on which the election change is filed with the\nCorporation. Any change in payment method must have the effect of delaying the commencement of\npayments to a date which is at least five (5) years following the initially scheduled commencement\ndate of payment previously in effect. For purposes of compliance with Section 409A of the\nInternal Revenue Code, a series of five year installment payments, ten year installment payments\nand twenty year installment payments are each designated as a single payment rather than a right\nto a series of separate payments; therefore, a Participant who has elected (or is deemed to have\nelected) any option under Section 6.1 may substitute any of the other options for the option\noriginally elected as long as the foregoing one-year and five year rules are satisfied. A switch\nfrom the percentage method to the fixed dollar method or vice versa and a switch from either of\nthose methods to the fractional method or vice versa is considered a substitution of a new option\nfor the original option for purposes of this rule even if the number of yearly installments is not\nchanged. The five year delay rule does not apply if the revised payment method applies only upon\nthe Participant’s death or disability. For this purpose, disability has the same meaning as in\nSection 6.1(b). In the event that the Participant’s new payment election would not be effective\nunder the foregoing rules, the payment election form previously in effect shall be controlling.\n

\n\n

6.3 Financial Hardship. A partial or total distribution of the Participant’s Account\nshall be made prior to Separation from Service upon the Participant’s request and a demonstration\nby the Participant of severe financial hardship as a result of an Unforeseeable Emergency. Such\ndistribution shall be made in a single sum as soon as administratively practicable following the\nAdministrator’s determination that the foregoing requirements have been met. In any case, a\ndistribution due to Unforeseeable Emergency may not be made to the extent that such emergency is\nor may be relieved through reimbursement or compensation from insurance or otherwise, by\nliquidation of the Participant’s assets, to the extent the liquidation of such assets would not\ncause severe financial hardship, or by cessation of deferrals under Section 3.2 and any other\nnonqualified deferred compensation plan of the account balance type sponsored by the Corporation.\nDistributions because of an Unforeseeable Emergency must be limited to the amount reasonably\nnecessary to satisfy the emergency need (which may include amounts necessary to pay any Federal,\nstate, or local income taxes or penalties reasonably anticipated to result from the distribution).\nDeterminations of amounts reasonably necessary to satisfy the emergency need must take into\naccount any additional compensation that is available because of cancellation of a deferral\nelection under Section 3.2 and any other nonqualified deferred compensation plan of the account\nbalance type sponsored by the Corporation upon a payment due to an Unforeseeable\n

\n\n

-12-\n

Emergency. The payment may be made from any arrangement in which the Participant\nparticipates that provides for payment upon an Unforeseeable Emergency, provided that the\narrangement under which the payment was made must be designated at the time of payment.\n

\n\n\n

6.4 Delayed Distribution.\n

\n\n\n

(a) A payment otherwise required to be made pursuant to the provisions of this Article\nVI shall be delayed if the Corporation reasonably anticipates that the Corporation’s\ndeduction with respect to such payment would be limited or eliminated by application of Code\nSection 162(m); provided, however that such payment shall be made on the earliest date on\nwhich the Corporation anticipates that the deduction of the payment of the amount will not\nbe limited or eliminated by application of Code Section 162(m). In any event, such payment\nshall be made no later than the last day of the calendar year in which the Participant has a\nSeparation from Service or, in the case of a Specified Employee, the last day of the\ncalendar year in which occurs the six (6) month anniversary of such Separation from Service.\n

\n\n\n

(b) A payment otherwise required under this Article VI shall be delayed if the\nCorporation reasonably determines that the making of the payment will jeopardize the ability\nof the Corporation to continue as a going concern; provided, however, that payments shall be\nmade on the earliest date on which the Corporation reasonably determines that the making of\nthe payment will not jeopardize the ability of the Corporation to continue as a going\nconcern.\n

\n\n\n

(c) A payment otherwise required under this Article VI shall be delayed if the\nCorporation reasonably anticipates that the making of the payment will violate federal\nsecurities laws or other applicable law; provided, however, that payments shall nevertheless\nbe made on the earliest date on which the Corporation reasonably anticipates that the making\nof the payment will not cause such violation. (The making of a payment that would cause\ninclusion in gross income or the applicability of any penalty provision or other provision\nof the Code is not treated as a violation of applicable law.)\n

\n\n\n

(d) A payment otherwise required under this Article VI shall be delayed upon such other\nevents and conditions as the Internal Revenue Service may prescribe in generally applicable\nguidance published in the Internal Revenue Bulletin.\n

\n\n

6.5 Inclusion in Income Under Section 409A. Notwithstanding any other provision of\nthis Article VI, in the event this Plan fails to satisfy the requirements of Code Section 409A and\nregulations thereunder with respect to any Participant, there shall be distributed to such\nParticipant as promptly as possible after the Administrator becomes aware of such fact of\nnoncompliance such portion of the Participant’s Account balance hereunder as is included in income\nas a result of the failure to comply, but no more. Any such distribution shall be taken on a pro\nrata basis from the Participant’s General Investment Sub-account and Brady Stock Sub-account in\nthe manner described in Section 6.1(a)(iv)(B).\n

\n\n

6.6 Domestic Relations Order. Notwithstanding any other provision of this Article\nVI, payments shall be made from an account of a Participant in this Plan to such individual or\nindividuals (other than the Participant) and at such times as are necessary to comply with a\ndomestic relations order (as defined in Code Section 414(p)(1)(B)). Any such distribution shall\nbe taken on a pro rata basis from the Participant’s General Investment Sub-account and Brady Stock\nSub-account in the manner described in Section 6.1(a)(iv)(B).\n

\n\n

-13-\n

\n\n

6.7 De Minimis Amounts. Notwithstanding any other provision this Article VI, a\nParticipant’s Account balance under this Plan and all other nonqualified deferred compensation\nplans of the account balance type shall automatically be distributed to the Participant on or\nbefore the later of December 31 of the calendar year in which occurs the Participant’s Separation\nfrom Service or the 15^th day of the third month following the Participant’s Separation\nfrom Service if the total amount in such Account balance at the time of distribution, when\naggregated with all other amounts payable to the Participant under all arrangements benefiting the\nParticipant described in Section 1.409A-1(c) or any successor thereto, do not exceed the amount\ndescribed in Code Section 402(g)(1)(B). The foregoing lump sum payment shall be made\nautomatically and any other distribution elections otherwise applicable with respect to the\nindividual in the absence of this provision shall not apply.\n

\n\n

ARTICLE VII\n

\n\n\n

ADMINISTRATION\n\n

\n\n

7.1 Compensation Committee as Administrator. The Plan shall be administered by the\nAdministrator, which shall be the Compensation Committee of the Corporation’s Board of Directors.\nThe Administrator shall have all authority that may be appropriate for administering the Plan,\nincluding the authority to adopt rules and regulations for the conduct of its affairs and for\nimplementing, amending and carrying out the Plan, interpreting the provisions of the Plan and\ndetermining a Participant’s entitlement to benefits hereunder. The Administrator shall be\nentitled to rely upon the Corporation’s records as to information pertinent to calculations or\ndeterminations made pursuant to the Plan.\n

\n\n

The Administrator may also delegate any of its clerical or other administrative duties to one\nor more officers or employees of the Corporation, who may assist the Administrator in the\nperformance of any of its functions hereunder. In the event of such delegation, a reference to the\nAdministrator shall be deemed to refer to such officer(s) or employee(s).\n

\n\n

7.2 Authority of Administrator. The Administrator shall have full and complete\ndiscretionary authority to determine eligibility for benefits under the Plan, to construe the\nterms of the Plan and to decide any matter presented through the claims procedure. Any final\ndetermination by the Administrator shall be binding on all parties and afforded the maximum\ndeference allowed by law. If challenged in court, such determination shall not be subject to\nde novo review and shall not be overturned unless proven to be arbitrary and capricious\nbased upon the evidence considered by the Administrator at the time of such determination.\n

\n\n

7.3 Administrator Actions. The Administrator may authorize one or more of its\nmembers to execute on its behalf instructions or directions to any interested party, and any such\ninterested party may rely upon the information contained therein. The members may also act at a\nmeeting or by unanimous written consent. A majority of the members shall constitute a quorum for\nthe transaction of business and shall have full power to act hereunder. All decisions shall be\nmade by vote of the majority present at any meeting at which a quorum is present, except for\nactions in writing without a meeting, which must be unanimous.\n

\n\n

7.4 Minor or Incompetent Payees. If a person to whom a benefit is payable is a minor\nor is otherwise incompetent by reason of a physical or mental disability, the Corporation may\ncause the payments due to such person to be made to another person for the first person’s benefit\nwithout any\n

\n\n

-14-\n

responsibility to see to the application of such payment. Such payments shall operate as a\ncomplete discharge of the obligations to such person under the Plan.\n

\n\n\n

7.5 No Liability. Except as otherwise provided by law, neither the Administrator,\nnor any member thereof, nor any director, officer or employee of the Corporation involved in the\nadministration of the Plan shall be liable for any error of judgment, action or failure to act\nhereunder or for any good faith exercise of discretion, excepting only liability for gross\nnegligence or willful misconduct. The Corporation shall hold harmless and defend any individual\nin the employment of the Corporation and any director of the Corporation against any claim, action\nor liability asserted against him in connection with any action or failure to act regarding the\nPlan, except as and to the extent that any such liability may be based upon the individual’s own\ngross negligence or willful misconduct. This indemnification shall not duplicate but may\nsupplement any coverage available under any applicable insurance.\n

\n\n

7.6 Claims Procedure.\n

\n\n\n

(a) If the Participant or the Participant’s Beneficiary (hereinafter referred to as a\n“Claimant”) is denied all or a portion of an expected benefit under the Plan for any reason,\nhe or she may file a claim with the Administrator or its designee. The Administrator or its\ndesignee shall notify the Claimant within 60 days of allowance or denial of the claim,\nunless the Claimant receives written notice prior to the end of the sixty (60) day period\nstating that special circumstances require an extension of the time for decision and\nspecifying the expected date of decision. The notice of the such decision shall be in\nwriting, sent by mail to the Claimant’s last known address, and if a denial of the claim,\nmust contain the following information:\n

\n\n\n

(i) the specific reasons for the denial;\n

\n\n\n

(ii) specific reference to pertinent provisions of the Plan on which the denial\nis based;\n

\n\n\n

(iii) if applicable, a description of any additional information or material\nnecessary to perfect the claim, an explanation of why such information or material\nis necessary, and an explanation of the claims review procedure; and\n

\n\n\n

(iv) a description of the Plan’s claims review procedure, including a statement\nof the Claimant’s right to bring a civil action under Section 502 of ERISA if the\nClaimant’s claim is denied upon review.\n

\n\n\n

(b) A Claimant is entitled to request a review of any denial of his claim. The request\nfor review must be submitted in writing to the Administrator within 60 days after receipt of\nthe notice of the denial. The timely filing of such a request is necessary to preserve any\nlegal recourse which may be available to the Claimant and, absent the submission of request\nfor review within the 60-day period, the claim will be deemed to be conclusively denied.\nUpon submission of a written request for review, the Claimant or his representative shall be\nentitled to review all pertinent documents, and to submit issues and comments in writing for\nconsideration by the Administrator. The Administrator shall fully and fairly review the\nmatter and shall consider all information submitted in the review request, without regard to\nwhether or not such information was submitted or considered in the initial claim\ndetermination. The Administrator shall promptly respond to the Claimant, in writing, of its\ndecision within 60 days after receipt of the review request. However, due to special\ncircumstances, if no response has been provided within the first 60 days, and notice of the\nneed for additional time has been furnished within such period, the\n

\n\n

-15-\n

\n\n\n

review and response may be made within the following 60 days. The Administrator’s\ndecision shall include specific reasons for the decision, including references to the\nparticular Plan provisions upon which the decision is based, notification that the Claimant\ncan receive or review copies of all documents, records and information relevant to the\nclaim, and information as to the Claimant’s right to file suit under Section 502(a) of\nERISA.\n

\n\n\n

(c) If a determination of disability for purposes of Section 6.1(b) or 6.2 becomes\nnecessary and if such determination is considered to be with respect to a claim for benefits\nbased on disability for purposes of 29 CFR Section 2560.503-1, then the Administrator shall\nadopt and administer a special procedure for considering such disability claims meeting the\nrequirements of 29 CFR Section 2560.503-1 for disability benefit claims.\n

\n\n

ARTICLE VIII\n

\n\n\n

MISCELLANEOUS\n\n

\n\n

8.1 Amendment or Termination. The Corporation (through its Board of Directors or\nauthorized officers or employees and/or the Compensation Committee) reserves the right to alter or\namend the Plan, or any part thereof, in such manner as it may determine, at any time and for any\nreason. Further, the Board of Directors of the Corporation reserves the right to terminate the\nPlan, at any time and for any reason. Notwithstanding the foregoing, in no event shall any\namendment or termination deprive any Participant or Beneficiary of any amounts credited to him\nunder this Plan as of the date of such amendment or termination; provided, however, that the\nCorporation may prospectively change the manner in which earnings are credited or discontinue the\ncrediting of earnings and, further, the Corporation may make any amendment it deems necessary or\ndesirable for purposes of compliance with the requirements of Code Section 409A and regulations\nthereunder.\n

\n\n

If the Plan is amended to freeze benefit accruals, no additional deferrals or contributions\nshall be credited to any Participant Account hereunder. Following such a freeze of benefit\naccruals, Participants’ Accounts shall be paid at such time and in such form as provided under\nArticle VI of the Plan. If the Corporation terminates the Plan and if the termination is of the\ntype described in regulations issued by the Internal Revenue Service pursuant to Code Section 409A,\nthen the Corporation shall distribute the then existing Account balances of Participants and\nbeneficiaries in a lump sum within the time period specified in such regulations and, following\nsuch distribution, there shall be no further obligation to any Participant or beneficiary under\nthis Plan. However, if the termination is not of the type described in such regulations, then\nfollowing Plan termination Participants’ Accounts shall be paid at such time and in such form as\nprovided under Article VI of the plan.\n

\n\n

8.2 Applicable Law. This Plan shall be governed by the laws of the State of\nWisconsin, except to the extent preempted by the provisions of ERISA or other applicable federal\nlaw.\n

\n\n

8.3 Relationship to Other Programs. Participation in the Plan shall not affect a\nParticipant’s rights to participate in and receive benefits under any other plans of the\nCorporation, nor shall it affect the Participant’s rights under any other agreement entered into\nwith the Corporation, unless expressly provided otherwise by such plan or agreement. Any amount\ncredited under or paid pursuant to this Plan shall not be treated as wages, salary or any other\ntype of compensation or otherwise taken into account in the determination of the Participant’s\nbenefits under any other plans of the Corporation, unless expressly provided otherwise by such\nplan.\n

\n\n

-16-\n

\n\n

8.4 Non-Assignability by Participant. No Participant or Beneficiary shall have any\nright to commute, sell, assign, pledge, convey, or otherwise transfer any rights or claims to\nreceive benefits hereunder, nor shall such rights or claims be subject to garnishment, attachment,\nexecution or levy of any kind except to the extent otherwise required by law.\n

\n\n

8.5 Status of Plan Under ERISA. The Plan is intended to be an unfunded plan\nmaintained by the Corporation primarily for the purpose of providing deferred compensation for a\nselect group of management or highly compensated employees, as described in Section 201(2),\nSection 301(a)(3), Section 401(a)(1) and Section 4021(b)(6) of ERISA.\n

\n\n

8.6 Withholding. The Corporation shall comply with all applicable tax and\ngovernmental withholding requirements. To the extent required by law, the Corporation shall\nwithhold any taxes required to be withheld by the federal or any state or local government from\npayments made hereunder or from any other amounts paid to a Participant by the Corporation. If\nFICA taxes must be withheld in connection with amounts credited hereunder before payments are\notherwise due hereunder and if there are no other wages from which to withhold them, the\nCorporation shall pay such FICA taxes generated by such payment (and taxes under Code Section 3401\ntriggered thereby and additional taxes under Section 3401 attributable to pyramiding of Section\n3401 wages and taxes) but no more and the Participant’s Account hereunder shall be reduced by an\namount equal to the payments made by the Corporation. Any such distribution shall be taken on a\npro rata basis from the Participant’s General Investment Sub-account and Brady Stock Sub-account\nin the manner described in Section 6.1(a)(iv)(B).\n

\n\n

8.7 No Right to Continued Employment. Neither participation in this Plan, nor the\npayment of any benefit hereunder, shall be construed as giving to a Participant any right to be\nretained in the service of the Corporation, or limiting in any way the right of the Corporation to\nterminate the Participant’s service at any time. Nor does participation in this Plan guarantee\nthe Participant the right to be continued in service in any particular position or at any\nparticular rate of compensation.\n

\n\n

8.8 Assignability by Corporation. The Corporation shall have the right to assign all\nof its right, title and obligation in and under this Plan upon a merger or consolidation in which\nthe Corporation is not the surviving entity or to the purchaser of substantially its entire\nbusiness or assets or the business or assets pertaining to a major product line, provided such\nassignee or purchaser assumes and agrees to perform after the effective date of such assignment\nall of the terms, conditions and provisions imposed by this Plan upon the Corporation. Upon such\nassignment, all of the rights, as well as all obligations, of the Corporation under this Plan\nshall thereupon cease and terminate.\n

\n\n

8.9 Unsecured Claim; Grantor Trust. The right of a Participant to receive payment\nhereunder shall be an unsecured claim against the general assets of the Corporation, and no\nprovisions contained herein, nor any action taken hereunder shall be construed to give any\nindividual at any time a security interest in any asset of the Corporation, of any affiliated\ncorporation, or of the stockholders of the Corporation. The liabilities of the Corporation to a\nParticipant hereunder shall be those of a debtor pursuant to such contractual obligations as are\ncreated hereunder and to the extent any person acquires a right to receive payment from the\nCorporation hereunder, such right shall be no greater than the right of any unsecured general\ncreditor of the Corporation.\n

\n\n

The Corporation may establish a grantor trust (but shall not be required to do so) to which\nthe Corporation may in its discretion contribute (subject to the claims of the general creditors of\nthe Corporation) the amounts credited to the Account. If a grantor trust is so established,\npayment by the trust of the amounts due the Participant or his Beneficiary hereunder shall be\nconsidered a payment by the Corporation for purposes of this Plan.\n

\n\n

-17-\n

\n\n

8.10 Notices or Filings. Any notice or filing required or permitted to be given to\nthe Administrator hereunder shall be sufficient if in writing and hand-delivered, or sent by\nregistered or certified mail, to the address below:\n

Corporate Treasurer
\nBrady Corporation
\nP.O. Box 571
\nMilwaukee, WI 53201-0571\n

\n\n\n

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail,\nas of the date shown on the postmark on the receipt for registration or certification.\n

\n\n

Any notice or filing required or permitted to be given to a Participant hereunder shall be\nsufficient if in writing and hand-delivered, or sent by mail, to the last known address of the\nParticipant.\n

\n\n

8.11 Special rules for 2005-2007. Notwithstanding the usual rules required regarding\nthe deferral elections and distribution elections:\n

\n\n\n

(a) A Participant may on or before March 15, 2005 make a new deferral election to apply\nto amounts which would otherwise be paid in calendar year 2005; provided that such amounts\nhave not been paid or become payable at the time of the election. Such election shall\nremain in effect for future years until modified pursuant to Section 3.3(a) and/or (b), as\nthe case may be.\n

\n\n\n

(b) On or before December 31, 2007, a Participant may make an election as to\ndistribution of his Account from among the choices described at Section 6.1 hereof without\ncomplying with the rules described in Section 6.2 hereof as long as the effect of the\nelection is not to accelerate payments into 2006 or to defer payments which would otherwise\nhave been made in 2006, and as long as the effect of the election is not to accelerate the\npayments into 2007 or to defer payments which would otherwise have been made in 2007. Such\nelection shall become effective after the last day upon which it is permitted to be made.\nHowever, in order to subsequently change such special election after December 31, 2007, the\nrequirements of Section 6.2 hereof must be satisfied. (This election will not apply to\ndistribution of the Participant’s accounts holding amounts earned and vested prior to\nJanuary 1, 2005, if any, (and earnings credited thereon) since such accounts are not\ngoverned by this document but are governed by the Frozen Plan.)\n

\n\n

IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this\nPlan document on its behalf this\n17th day of September, 2007.\n

\n\n\n\n \n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n\n \n \n \n \n\n \n \n \n \n\n \n\n\n \n\n


BRADY CORPORATION \n
By:	/s/ Frank M. Jaehnert

	Attest:	/s/ David Mathieson

\n\n\n

-18-\n

\n\n

Exhibit 10.2\n

\n\n

BRADY CORPORATION\n

\n\n\n

DIRECTORS’ DEFERRED COMPENSATION PLAN\n\n

\n\n

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008\n\n

\n\n

ARTICLE I\n\n

\n\n

INTRODUCTION\n\n

\n\n

1.1 For periods prior to calendar year 2005, Brady Corporation has maintained the Brady\nCorporation Directors’ Deferred Compensation Plan by means of a series of individual deferred\ncompensation agreements with covered directors. This document amends and restates those prior\nagreements effective as of January 1, 2005 with respect to both investment and distribution of\namounts deferred before 2005 and after 2004 and with respect to rules for making deferrals after\n2004. This document is intended to comply with the provisions of Section 409A of the Internal\nRevenue Code and shall be interpreted accordingly. If any provision or term of this document\nwould be prohibited by or inconsistent with the requirements of Section 409A of the Code, then\nsuch provision or term shall be deemed to be reformed to comply with Section 409A of the Code.\nThis document describes how this Plan has been administered for periods after 2004 and prior to\nJanuary 1, 2008 and how it shall be administered for periods after 2007.\n

\n\n

ARTICLE II\n

\n\n\n

DEFINITIONS\n\n

\n\n

The following definitions shall be applicable throughout the Plan:\n

\n\n

2.1 “Account” means the account credited from time to time with bookkeeping amounts\nequal to the portions of a Participant’s compensation deferred pursuant to Section 3.1 and earnings\ncredited on such amounts in accordance with Article IV.\n

\n\n

2.2 “Administrator” means the Board of Directors of Brady Corporation.\n

\n\n

2.4 “Code” means the Internal Revenue Code of 1986, including any subsequent\namendments.\n

\n\n

2.5 “Corporation” means Brady Corporation.\n

\n\n

2.6 “Distribution Date” means the date specified by the Participant pursuant to\nSection 6.2 upon which distribution shall be made or commenced following the Participant’s\nSeparation from Service or In-Service Payment Event Date, as the case may be. The Distribution\nDate selected by the Participant must be on the first day of a calendar quarter and may be no later\nthan 12 months after the Participant’s Separation from Service or In-Service Payment Event Date,\nwhichever is the cause of the distribution. If the distribution is payable other than in a single\ninstallment, subsequent installments shall be paid on anniversaries of the Distribution Date.\n

\n\n

2.7 “In-Service Payment Event Date” means the date, if any, specified by the\nParticipant pursuant to Section 6.2 as the reference date following which distribution of his\nAccount shall begin. An In-Service Payment Event Date may be no earlier than January 1, 2007.\n

\n\n

2.8 “Participant” means a director of Brady Corporation currently eligible to make\ndeferrals (an “Active Participant”) and any former director who previously participated in the Plan\nand is entitled to benefits.\n

\n\n

2.9 “Payment Event” means the earlier of the date of a Participant’s Separation From\nService or the date the Participant specifies as his In-Service Payment Event Date.\n

\n\n

2.10 “Plan” means the Brady Corporation Directors’ Deferred Compensation Plan, as set\nforth herein and as it may be amended from time to time.\n

\n\n

2.11 “Plan Year” means the calendar year.\n

\n\n

2.12 “Separation from Service” means expiration or termination of the arrangement with\nthe Corporation pursuant to which the Participant performed services as a director of the\nCorporation if such expiration or termination constitutes a good faith and complete termination of\nthe relationship and all other independent contractor relationships the Participant has with the\nCorporation. A good faith and complete termination of a relationship shall not be deemed to have\noccurred if the Corporation anticipates a renewal of a contractual relationship or anticipates that\nthe Participant shall become an employee of the Corporation. For this purpose, the Corporation is\nconsidered to anticipate the renewal of a contractual relationship with the Participant if it\nintends to contract again for the services provided under the expired arrangement, and neither the\nCorporation nor the Participant has eliminated the Participant as a possible provider of services\nunder any such new arrangement. Further, the Corporation is considered to intend to contract again\nfor the services provided under an expired arrangement if the Corporation’s doing so is conditioned\nonly upon incurring a need for the services, the availability of funds or both. The foregoing\nrequirements are deemed satisfied if no amount will be paid to the Participant before a date at\nleast 12 months after the day on which the arrangement expires pursuant to which the Participant\nperformed services for the Corporation (or, in the case of more than one arrangement, all such\narrangements expire) and no amount payable to the Participant on that date will be paid to the\nParticipant if, after the expiration of the arrangement (or arrangements) and before that date, the\nParticipant performs services for the Corporation as a director or other independent contractor or\nan employee). If a Participant provides services both as an employee of the Corporation and as a\nmember of the board of directors of the Corporation, the services provided as an employee are not\ntaken into account in determining whether the Participant has a Separation from Service as a\ndirector for purposes of this Plan because this Plan is not aggregated with any plan in which the\nParticipant participates as an employee pursuant to IRS Regulation Section 1.409A-1(c)(2)(ii).\n

\n\n

-2-\n

\n\n

2.13 “Unforeseeable Emergency” means a severe financial hardship to a Participant\nresulting from an illness or accident of the Participant or the Participant’s spouse or dependent\n(as defined in Section 152(a) of the Code), loss of the Participant’s property due to casualty\n(including the need to rebuild a home following damage to a home not otherwise covered by\ninsurance, for example, as a result of a natural disaster), or other similar extraordinary and\nunforeseeable circumstances arising as a result of events beyond the control of the Participant.\nFor example, the imminent foreclosure of or eviction from the Participant’s primary residence may\nconstitute an Unforeseeable Emergency. In addition, the need to pay for medical expenses,\nincluding non-refundable deductibles, as well as for the costs of prescription drug medication, may\nconstitute an Unforeseeable Emergency. Finally, the need to pay for funeral expenses of a spouse\nor a dependent (as defined in Code section 152(a)) may also constitute an Unforeseeable Emergency.\nExcept as otherwise provided above, the purchase of a home and the payment of college tuition are\nnot Unforeseeable Emergencies. Whether a Participant is faced with an Unforeseeable Emergency is\nto be determined based on the relevant facts and circumstances of each case.\n

\n\n

ARTICLE III\n

\n\n\n

DEFERRALS\n\n

\n\n

3.1 Deferral Elections. An Active Participant may elect to defer a specified\npercentage of his fees for services performed as a director of the Corporation during a Plan Year\nby completing and filing such forms as required by the Corporation prior to the first day of the\nPlan Year. A Participant’s deferrals shall be taken at a uniform percentage rate from each of the\npayments made to him by the Corporation during the Plan Year. Compensation deferred shall be\nretained by the Corporation, credited to the Participant’s Account pursuant to Section 4.1 and paid\nin accordance with the terms and conditions of the Plan. A director who is not already eligible to\nparticipate in any other deferred compensation plan of the account balance type sponsored by the\nCorporation who becomes an Active Participant for the first time during a Plan Year (i.e., first\nbecomes a director) may within 30 days after the effective date of participation make an election\nto defer a specified percentage of compensation to be paid to him for services to be performed\nsubsequent to the deferral election.\n

\n\n

3.2 Continued Effect of Elections. An Active Participant’s deferral election with\nrespect to a Plan Year under Section 3.1 shall be irrevocable after the last date upon which it may\nbe filed pursuant to Section 3.1 and shall continue in effect each subsequent Plan Year until\nprospectively revoked or amended in writing. For a revocation or amendment to be effective with\nrespect to payments during a Plan Year, it must be filed by the last date for which an effective\ndeferral election is permitted to be filed with respect to those payments under Section 3.1.\n

\n\n

3.3 Prior Deferral Elections. Any deferral election made prior to calendar year 2005\nunder an individual agreement shall be treated as a deferral election described in Section 3.1 and\nshall continue in effect until modified as described in Section 3.2 above unless modified earlier\npursuant to Section 8.12(a) below.\n

\n\n

3.4 Unforeseeable Emergency. In the event that a Participant makes application for a\nhardship distribution under Section 6.3 and the Administrator determines that an Unforeseeable\nEmergency exists, all deferral elections otherwise in effect under this Article III and any other\nnonqualified deferred compensation plan of the account balance type sponsored by the Corporation\nshall immediately terminate upon such determination. To resume deferrals thereafter, a Participant\nmust make an election satisfying the provisions of Section 3.1, as the case may be, as those\nprovisions apply to someone who is already an Active Participant in the Plan.\n

\n\n

-3-\n

\n\n

ARTICLE IV\n

\n\n\n

ACCOUNTS\n\n

\n\n

4.1 Credits to Account. Bookkeeping amounts equal to the amounts deferred by a\nParticipant pursuant to Section 3.1 shall be credited to such Participant’s Deferral Account as\nsoon as practicable after the deferred compensation would otherwise have been paid to such\nParticipant in the absence of deferral.\n

\n\n

4.2 Valuation of Account.\n

\n\n\n

(a) The Participant’s Account shall be credited or charged with deemed earnings or\nlosses as if it were invested in accordance with paragraph (b) below.\n

\n\n\n

(iii) The portion of a Participant’s Account invested in the Brady Stock Fund\nshall be called the Brady Stock Sub-account. The remaining portion of the\nParticipant’s Account shall be referred to as the General Investment Sub-account.\n

\n\n\n

(iv) A Participant’s balance in the Brady Stock Fund shall be determined as\nthough the Participant’s deferrals allocated to that Fund are invested in shares of\nClass A non-voting common stock of Brady Corporation by purchase at the fair market\nvalue price of such stock on the date the deferrals are credited to the\nParticipant’s Brady Stock Fund Sub-account.\n

\n\n\n

\n\n

-4-\n

\n\n\n

granted in any stock dividend or split to which the holder of a like number of\nshares of Class A non-voting common stock would be entitled. All other\ndistributions with respect to shares of Class A non-voting common stock of Brady\nCorporation shall be similarly applied. In the event of a distribution of preferred\nstock, such preferred stock shall be valued at its par value (or its voluntary\nliquidating price, if it does not have a par value).\n

\n\n\n

(vi) The valuation of the funds held in the General Investment Sub-account shall\nbe accomplished in the same manner as though the deemed investment in such funds had\nactually been made and are valued at their fair market value price on valuation\ndates hereunder.\n

\n\n\n

(x) Notwithstanding subparagraph (ix) above, from and after May 1, 2006, a\nParticipant may not shift any amounts from his Brady Stock Sub-account to his\nGeneral Investment Sub-account or vice-versa. The preceding sentence shall not\napply to a Participant who has had a Separation from Service prior to May 1, 2006.\nA Participant shall, on or after February 16, 2006 and prior to May 1, 2006, be\nentitled to reallocate up to 50% of the balance of the portion of his Account\nattributable to pre-2004 deferrals from investments in the Brady Stock Fund to the\nother investment funds available hereunder; and, thereafter, the portion of such\naccount attributable to pre-2004 deferrals held in the Brady Stock Fund must remain\nin the Brady Stock Fund but the director may continue to make new investment choices\nfrom among available investment funds with respect to remaining portions of that\naccount. The preceding sentence shall not apply to a Participant who has a\nSeparation from Service before reallocation under such sentence has taken place.\n

\n\n\n

\n\n

-5-\n

\n\n\n

\n\n

ARTICLE V\n

\n\n\n

VESTING\n\n

\n\n

5.1 Full Vesting. A Participant shall be fully vested and nonforfeitable at all times\nin his or her Account hereunder.\n

\n\n

ARTICLE VI\n

\n\n\n

MANNER AND TIMING OF DISTRIBUTION\n\n

\n\n

6.1 Payment of Benefits. After a Participant’s Payment Event the Participant’s\nAccount shall be paid to the Participant (or in the event of the Participant’s death, to the\nParticipant’s Beneficiary). Payment shall be made in a Single Sum or Installments as specified in\nthe Participant’s payment election pursuant to Section 6.2:\n

\n\n\n

(i) Single Sum. A single sum distribution of the value of the balance\nof the Account on the Distribution Date following the Participant’s Payment Event.\nIf the Participant receives a single sum distribution before Separation from Service\nwith the result that additional amounts are subsequently deposited in the\nParticipant’s Account, a distribution shall be made on each succeeding Distribution\nDate of the entire value of the then balance of the Account.\n

\n\n\n

(ii) Installments. The value of the balance of the Account shall be\npaid in annual installments on the Distribution Date each year with the first of\nsuch installments to be paid on the Distribution Date following the Participant’s\nPayment Event. Annual installments shall be paid in one of the alternative methods\nspecified below over the number of years selected by the Participant in the payment\nelection made pursuant to Section 6.2, but not to exceed 10. The earnings (or\nlosses) provided for in Section 4.2 shall continue to accrue on the balance\nremaining in the Account during the period of installment payments. The alternative\nmethods available are as follows:\n

\n\n\n

(A) Fractional Method. The annual installment shall be\ncalculated by multiplying the value of the Account by a fraction, the\nnumerator of which is one, and the denominator of which is the remaining\nnumber of annual payments due the Participant. By way of example, if the\nParticipant elects a 10 year annual installment method, the first payment\nshall be one-tenth (1/10) of the Account balance. The following year, the\npayment shall be one-ninth (1/9) of the Account\n

\n\n

-6-\n

\n\n\n

balance. Further, regardless of the method selected by the\nParticipant, the final installment payment will include 100% of the then\nremaining Account value.\n

\n\n\n

(B) Percentage or Fixed Dollar Method. The annual installment\nshall be calculated by multiplying the value of the Account, in the case of\nthe percentage method, by the percentage selected by the Participant and\npaying out the resulting amount or, in the case of the fixed dollar method,\nby paying out the fixed dollar amount selected by the Participant for the\nnumber of years selected by the Participant. However, in the event the\ndollar amount selected is more than the value of the Account in any given\nyear, the entire value of the Account will be distributed. Further,\nregardless of the method selected by the Participant, the final installment\npayment will include 100% of the then remaining Account value.\n

\n\n\n

(iii) In Cash or In Stock. Prior to May 1, 2006 all payments shall be\nmade in cash, except that amounts held in the Brady Stock Sub-account attributable\nto pre-2004 deferrals shall be distributed by means of Class A non-voting common\nstock of Brady Corporation. From and after May 1, 2006, payments shall be made in\ncash and/or Class A non-voting common stock of Brady Corporation pursuant to the\nfollowing:\n

\n\n\n

\n\n

6.2 Payment Election. An individual who first becomes a Participant at the beginning\nof a Plan Year shall, prior to his date of participation, complete a payment election form\nspecifying the form of payment applicable to such Participant’s Account under the Plan, whether an\nIn-Service Payment Event Date shall apply and the applicable Distribution Date. An individual who\nfirst becomes a Participant other than on the first day of a Plan Year shall, no later than 30 days\nafter the effective date of participation, complete a payment election form specifying the form of\npayment applicable to such Participant’s Account, whether an In-Service Payment Event Date shall\napply and the applicable Distribution Date; provided, however, that if such Participant is already\na participant in any other nonqualified plan or plans sponsored by the Corporation of the account\nbalance type, the most recent payment election with respect to any one of those plans shall be the\nform of payment election deemed elected under this Plan regardless of whether the individual elects\na different form of payment during that\n

\n\n

-7-\n

initial 30 day period, there shall be no In-Service Payment Event Date, and the Distribution\nDate shall be the same distribution date which would apply under that other plan. A “payment\nelection form” shall mean the form established from time to time by the Administrator which a\nParticipant completes, signs and returns to the Administrator to make an election under the Plan.\nTo the extent authorized by the Administrator, such form may be provided electronically and, in\nsuch case, need not be signed by the Participant. A Participant may change the form of payment, or\nchange a previously elected In-Service Payment Event Date and/or applicable Distribution Date by\ncompleting and filing a new payment election form with the Corporation, and the payment election\nform on file with the Corporation as of the date of the Participant’s Payment Event shall be\ncontrolling. Notwithstanding the foregoing, a payment election form changing the Participant’s\nform of payment or changing a previously elected In-Service Payment Date and/or applicable\nDistribution Date shall not be effective if the Participant has a Payment Event within twelve\nmonths after the date on which the election change is filed with the Corporation. Any change in the\nIn-Service Payment Event Date must have the effect of delaying the In-Service Payment Event Date to\na date which is at least five (5) years after the In-Service Payment Event Date previously in\neffect. Any change in payment method must have the effect of delaying the commencement of payments\nto a date which is at least five (5) years after the initially scheduled commencement date of\npayment previously in effect. Any change in the Distribution Date must have the effect of delaying\nthe commencement of payments to a date which is at least five (5) years after the initially\nscheduled Distribution Date. For purposes of compliance with Code Section 409A, a series of\ninstallment payments is designated as a single payment rather than a right to a series of separate\npayments; therefore, a Participant who has elected (or is deemed to have elected) any option under\nSection 6.1(a)(i) or (ii) may substitute any of the other options for the option originally\nselected as long as the foregoing one-year and five year rules are satisfied. A switch from the\npercentage method to the fixed dollar method or vice versa and a switch from either of those\nmethods to the fractional method or vice versa is considered a substitution of a new option for the\noriginal option for purposes of this rule even if the number of yearly installments is not changed.\nThe five year delay rule does not apply if the revised payment method applies only upon the\nParticipant’s death or disability. For this purpose, “disability” means that the Participant is\nunable to engage in any substantial gainful activity by reason of any medically determinable\nphysical or mental impairment which can be expected to result in death or can be expected to last\nfor a continuous period of not less than 12 months.\n

\n\n\n

6.3 Financial Hardship. A partial or total distribution of the Participant’s Account\nshall be made prior to a Payment Event upon the Participant’s request and a demonstration by the\nParticipant of severe financial hardship as a result of an Unforeseeable Emergency. Such\ndistribution shall be made in a single sum as soon as administratively practicable following the\nAdministrator’s determination that the foregoing requirements have been met. In any case, a\ndistribution due to Unforeseeable Emergency may not be made to the extent that such emergency is or\nmay be relieved through reimbursement or compensation from insurance or otherwise, by liquidation\nof the Participant’s assets, to the extent the liquidation of such assets would not cause severe\nfinancial hardship, or by cessation of deferrals under Section 3.1 and any other nonqualified\ndeferred compensation plan of the account balance type sponsored by the Corporation. Distributions\nbecause of an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy\nthe emergency need (which may include amounts necessary to pay any Federal, state, or local income\ntaxes or penalties reasonably anticipated to result from the distribution). Determinations of\namounts reasonably necessary to satisfy the emergency need must take into account any additional\ncompensation that is available because of cancellation of a deferral election under Section 3.1 and\nany other nonqualified deferred compensation plan of the account balance type sponsored by the\nCorporation upon a payment due to an Unforeseeable Emergency. The payment may be made from any\narrangement in which the Participant participates that provides for payment upon an Unforeseeable\nEmergency, provided that the arrangement under which the payment was made must be designated at the\ntime of payment.\n

\n\n

6.4 Delayed Distribution.\n

\n\n

-8-\n

\n\n\n

(a) A payment otherwise required under this Article VI shall be delayed if the\nCorporation reasonably anticipates that the making of the payment will violate a term of a\nloan agreement to which the Corporation is a party, or other similar contract to which the\nCorporation is a party, and such violation will cause material harm to the Corporation;\nprovided, however, that payments shall be made on the earliest date on which the Corporation\nreasonably anticipates that the making of the payment will not cause such violation, or such\nviolation will not cause material harm to the Corporation, and provided that the facts and\ncircumstances indicate that the Corporation entered into the loan agreement (including such\ncovenant) or other similar contract for legitimate reasons, and not to avoid the\nrestrictions on deferral elections and subsequent deferral elections under Code Section\n409A.\n

\n\n\n

(c) A payment otherwise required under this Article VI shall be delayed upon such other\nevents and conditions as the Internal Revenue Service may prescribe in generally applicable\nguidance published in the Internal Revenue Bulletin.\n

\n\n

6.6 Domestic Relations Order. Notwithstanding any other provision of this Article VI,\npayments shall be made from an account of a Participant in this Plan to such individual or\nindividuals (other than the Participant) and at such times as are necessary to comply with a\ndomestic relations order (as defined in Code Section 414(p)(1)(B)). Any such distribution shall be\ntaken on a pro rata basis from the Participant’s General Investment Sub-account and Brady Stock\nSub-account in the manner described in Section 6.1(a)(iv)(B).\n

\n\n

6.7 De Minimis Amounts. Notwithstanding any other provision of this Article VI, a\nParticipant’s entire Account balance under this Plan and all other nonqualified deferred\ncompensation plans of the account balance type shall automatically be distributed to the\nParticipant on or before the later of December 31 of the calendar year in which occurs the\nParticipant’s Separation from Service or the 15^th day of the third month following the\nParticipant’s Separation from Service if the total amount in such Account balance at the time of\ndistribution, when aggregated with all other amounts payable to the Participant under all\narrangements benefiting the Participant described in Section 1.409A-1(c) or any successor thereto,\ndo not exceed the amount described in Code Section 402(g)(1)(B). The foregoing lump sum payment\nshall be made automatically and any other distribution elections otherwise applicable with respect\nto the individual in the absence of this provision shall not apply.\n

\n\n

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\n\n

ARTICLE VII\n

\n\n\n

ADMINISTRATION\n\n

\n\n

7.1 Administrator. The Plan shall be administered by the Administrator, which shall\nbe the Corporation’s Board of Directors. The Administrator shall have all authority that may be\nappropriate for administering the Plan, including the authority to adopt rules and regulations for\nthe conduct of its affairs and for implementing, amending and carrying out the Plan, interpreting\nthe provisions of the Plan and determining a Participant’s entitlement to benefits hereunder. The\nAdministrator shall be entitled to rely upon the Corporation’s records as to information pertinent\nto calculations or determinations made pursuant to the Plan.\n

\n\n

7.2 Authority of Administrator. The Administrator shall have full and complete\ndiscretionary authority to determine eligibility for benefits under the Plan, to construe the terms\nof the Plan and to decide any matter presented through the claims procedure. Any final\ndetermination by the Administrator shall be binding on all parties and afforded the maximum\ndeference allowed by law. If challenged in court, such determination shall not be subject to\nde novo review and shall not be overturned unless proven to be arbitrary and capricious\nbased upon the evidence considered by the Administrator at the time of such determination.\n

\n\n

7.3 Administrator Actions. The Administrator may authorize one or more of its members\nto execute on its behalf instructions or directions to any interested party, and any such\ninterested party may rely upon the information contained therein. The members may also act at a\nmeeting or by unanimous written consent. A majority of the members shall constitute a quorum for\nthe transaction of business and shall have full power to act hereunder. All decisions shall be\nmade by vote of the majority present at any meeting at which a quorum is present, except for\nactions in writing without a meeting, which must be unanimous.\n

\n\n

7.4 Minor or Incompetent Payees. If a person to whom a benefit is payable is a minor\nor is otherwise incompetent by reason of a physical or mental disability, the Corporation may cause\nthe payments due to such person to be made to another person for the first person’s benefit without\nany responsibility to see to the application of such payment. Such payments shall operate as a\ncomplete discharge of the obligations to such person under the Plan.\n

\n\n

7.5 No Liability. Except as otherwise provided by law, neither the Administrator, nor\nany member thereof, nor any director, officer or employee of the Corporation involved in the\nadministration of the Plan shall be liable for any error of judgment, action or failure to act\nhereunder or for any good faith exercise of discretion, excepting only liability for gross\nnegligence or willful misconduct. The Corporation shall hold harmless and defend any individual in\nthe employment of the Corporation and any director of the Corporation against any claim, action or\nliability asserted against him in connection with any action or failure to act regarding the Plan,\nexcept as and to the extent that any such liability may be based upon the individual’s own gross\nnegligence or willful misconduct. This indemnification shall not duplicate but may supplement any\ncoverage available under any applicable insurance.\n

\n\n

-10-\n

\n\n

7.6 Claims Procedure.\n

\n\n\n

(i) the specific reasons for the denial;\n

\n\n\n

(ii) specific reference to pertinent provisions of the Plan on which the denial\nis based;\n

\n\n\n

\n\n

7.7 Conflict of Interest. No person who is covered under the Plan may vote or decide\nupon any matter relating solely to himself or vote in any case in which his individual right to any\nbenefit under\n

\n\n

-11-\n

the Plan is particularly involved. Decisions shall be made by remaining members of the\nCorporation’s Board of Directors.\n

\n\n\n

ARTICLE VIII\n

\n\n\n

MISCELLANEOUS\n\n

\n\n

8.1 Amendment or Termination. The Corporation (through its Board of Directors or\nauthorized officers or employees) reserves the right to alter or amend the Plan, or any part\nthereof, in such manner as it may determine, at any time and for any reason. Further, the Board of\nDirectors of the Corporation reserves the right to terminate the Plan, at any time and for any\nreason. Notwithstanding the foregoing, in no event shall any amendment or termination deprive any\nParticipant or Beneficiary of any amounts credited to him under this Plan as of the date of such\namendment or termination; provided, however, that the Corporation may prospectively change the\nmanner in which earnings are credited or discontinue the crediting of earnings and, further, the\nCorporation may make any amendment it deems necessary or desirable for purposes of compliance with\nthe requirements of Code Section 409A and regulations thereunder.\n

\n\n

If the Plan is amended to freeze benefit accruals, no additional contributions shall be\ncredited to any Participant Account hereunder. Following such a freeze of benefit accruals,\nParticipants’ Accounts shall be paid at such time and in such form as provided under Article VI of\nthe Plan. If the Corporation terminates the Plan and if the termination is of the type described\nin regulations issued by the Internal Revenue Service pursuant to Code Section 409A, then the\nCorporation shall distribute the then existing Account balances of Participants and beneficiaries\nin a lump sum within the time period specified in such regulations and, following such\ndistribution, there shall be no further obligation to any Participant or beneficiary under this\nPlan. However, if the termination is not of the type described in such regulations, then following\nPlan termination Participants’ Accounts shall be paid at such time and in such form as provided\nunder Article VI of the plan.\n

\n\n

8.2 Applicable Law. This Plan shall be governed by the laws of the State of\nWisconsin, except to the extent preempted by the provisions of ERISA or other applicable federal\nlaw.\n

\n\n

8.3 Relationship to Other Programs. Participation in the Plan shall not affect a\nParticipant’s rights to participate in and receive benefits under any other plans of the\nCorporation, nor shall it affect the Participant’s rights under any other agreement entered into\nwith the Corporation, unless expressly provided otherwise by such plan or agreement. Any amount\ncredited under or paid pursuant to this Plan shall not be treated as any type of compensation or\notherwise taken into account in the determination of the Participant’s benefits under any other\nplans of the Corporation, unless expressly provided otherwise by such plan.\n

\n\n

8.5 No Right to Continued Service. Neither participation in this Plan, nor the\npayment of any benefit hereunder, shall be construed as giving to a Participant any right to be\nretained in the service of the Corporation, or limiting in any way the right of the Corporation to\nterminate the Participant’s service at any time.\n

\n\n

-12-\n

\n\n

8.6 Assignability by Corporation. The Corporation shall have the right to assign all\nof its right, title and obligation in and under this Plan upon a merger or consolidation in which\nthe Corporation is not the surviving entity or to the purchaser of substantially its entire\nbusiness or assets or the business or assets pertaining to a major product line, provided such\nassignee or purchaser assumes and agrees to perform after the effective date of such assignment all\nof the terms, conditions and provisions imposed by this Plan upon the Corporation. Upon such\nassignment, all of the rights, as well as all obligations, of the Corporation under this Plan shall\nthereupon cease and terminate.\n

\n\n

8.7 Unsecured Claim; Grantor Trust. The right of a Participant to receive payment\nhereunder shall be an unsecured claim against the general assets of the Corporation, and no\nprovisions contained herein, nor any action taken hereunder shall be construed to give any\nindividual at any time a security interest in any asset of the Corporation, of any affiliated\ncorporation, or of the stockholders of the Corporation. The liabilities of the Corporation to a\nParticipant hereunder shall be those of a debtor pursuant to such contractual obligations as are\ncreated hereunder and to the extent any person acquires a right to receive payment from the\nCorporation hereunder, such right shall be no greater than the right of any unsecured general\ncreditor of the Corporation. The Corporation may establish a grantor trust (but shall not be\nrequired to do so) to which the Corporation may in its discretion contribute (subject to the claims\nof the general creditors of the Corporation) the amounts credited to the Account. If a grantor\ntrust is so established, payment by the trust of the amounts due the Participant or his Beneficiary\nhereunder shall be considered a payment by the Corporation for purposes of this Plan.\n

\n\n

8.8 Notices or Filings. Any notice or filing required or permitted to be given to the\nAdministrator hereunder shall be sufficient if in writing and hand-delivered, or sent by registered\nor certified mail, to the address below:\n

Corporate Treasurer
\nBrady Corporation
\nP.O. Box 571
\nMilwaukee, WI 53201-0571\n

\n\n\n

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail,\nas of the date shown on the postmark on the receipt for registration or certification.\n

\n\n

8.9 Special rules for 2005-2007. Notwithstanding the usual rules required regarding\nthe deferral elections and distribution elections:\n

\n\n\n

(a) A Participant may on or before March 15, 2005 make a new deferral election to apply\nto amounts which would otherwise be paid in calendar year 2005; provided that such amounts\nhave not been paid or became payable at the time of the election. Such election shall\nremain in effect for future years until modified pursuant to Section 3.2.\n

\n\n\n

(b) On or before December 31, 2007, a Participant may elect an In-Service Payment Event\nDate and/or make an election as to distribution of his Account from among the choices\ndescribed at Section 6.1 hereof without complying with the rules described in Section 6.2\nhereof as long as the effect of the election is not to accelerate payments into 2006 or to\ndefer payments which would otherwise have been made in 2006 and not to accelerate payments\ninto 2007 or to defer payments which would otherwise have been made in 2007. Such election\nshall become effective after the last day upon which it is permitted to be made or, if\nearlier, the first day of the calendar year in which payments under the election are\nscheduled to commence. In order to change any such election after December 31, 2007, the\nrequirements of Section 6.2 hereof must\n

\n\n

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\n\n

TABLE OF CONTENTS\n

\n\n


					Page

ARTICLE I	INTRODUCTION		1

	1.1	Establishment and Effective Date		1
	1.2	Purpose		1
	1.3	Section 409A		1

ARTICLE II	DEFINITIONS		2

	2.1	Account		2
	2.2	Additional Employer Contribution		2
	2.3	Additional Matching Contribution		2
	2.4	Affiliate		2
	2.5	Beneficiary		2
	2.6	Board		2
	2.7	Code		2
	2.8	Committee		2
	2.9	Compensation		2
	2.10	Elective Deferral		3
	2.11	Elective Deferral Account		3
	2.12	Eligible Employee		3
	2.13	Employee		3
	2.14	Employer		3
	2.15	Employer Contribution		3
	2.16	Employer Contribution Account		3
	2.17	Excess Compensation		3
	2.18	Matching Contribution		3
	2.19	Matching Contribution Account		3
	2.20	Participant		3
	2.21	Plan		3
	2.22	Plan Year		3
	2.23	Qualified 401(k) Plan		3
	2.24	Separation from Service		3
	2.25	Specified Employee		6
	2.26	Unforeseeable Emergency		7

ARTICLE III	PARTICIPATION		8

	3.1	Eligibility to Participate		8
	3.2	Continuation of Eligibility		8

\n\n\n

i\n

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					Page

ARTICLE IV	DEFERRALS		9

	4.1	Elective Deferrals		9
	4.2	Additional Rules Governing Deferral Elections		9
	4.3	Matching Contribution		10
	4.4	Employer Contribution		10
	4.5	Additional Matching Contribution		10
	4.6	Additional Employer Contribution		10

ARTICLE V	ACCOUNTS AND CREDITS		11

	5.1	Credits to Accounts		11
	5.2	No Funding		11
	5.3	Deemed Investment of Accounts		11
	5.4	Reports to Participants		12

ARTICLE VI	VESTING		13

ARTICLE VII	MANNER AND TIMING OF DISTRIBUTION		14

	7.1	Payment of Benefits		14
	7.2	Payment Election		15
	7.3	Financial Hardship		16
	7.4	Delayed Distribution		16
	7.5	Inclusion in Income Under Section 409A		17
	7.6	Domestic Relations Order		17
	7.7	De Minimis Amounts		18

ARTICLE VIII	PLAN OPERATION AND ADMINISTRATION		19

	8.1	Administrator		19
	8.2	Committee		19
	8.3	Authority to Act		19
	8.4	Information from Participants		19
	8.5	Committee Discretion		19
	8.6	Committee Members’ Conflict of Interest		20
	8.7	Governing Law		20
	8.8	Expenses		20
	8.9	Minor or Incompetent Payees		20
	8.10	Withholding		20
	8.11	Indemnification		21

ARTICLE IX	CLAIMS PROCEDURE		22

	9.1	Claims		22

\n\n\n

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	9.2	Review		22
	9.3	Disability		23

ARTICLE X	AMENDMENT AND TERMINATION		24

ARTICLE XI	MISCELLANEOUS PROVISIONS		25

	11.1	Headings		25
	11.2	No Contract of Employment		25
	11.3	Rights of Participants and Beneficiaries		25
	11.4	Nonalienation of Benefits		25
	11.5	Tax Treatment		25
	11.6	Other Plans and Agreements		25
	11.7	Number and Gender		26
	11.8	Plan Provisions Controlling		26
	11.9	Severability		26
	11.10	Evidence Conclusive		26
	11.11	Status of Plan Under ERISA		26
	11.12	Name and Address Changes		27
	11.13	Assignability by Corporation		27
	11.14	Special rule for 2005-2007		27

\n\n\n\n

iii\n

\n\n\n

ARTICLE I\n

\n\n\n

INTRODUCTION\n\n

\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n

1.1		Establishment and Effective Date

		Brady Corporation established the Brady Corporation Restoration Plan effective as of January\n1, 2000, and it is hereby restated effective as of January 1, 2008. This document describes\nhow this Plan has been administered for periods after 2004 and prior to January 1, 2008 and\nhow it shall be administered for periods after 2007.

1.2		Purpose

		The Plan is intended to restore to key management employees of Brady and its affiliates\nincome deferral opportunities and employer contributions they would have had under the\nCompany’s tax qualified Brady Matched 401(k) Plan and Brady Funded Retirement Plan but for\nthe limitations of the Internal Revenue Code of 1986, as amended and to provide certain\nadditional benefits.

1.3		Section 409A

		This document is intended to comply with the provisions of Section 409A of the Internal\nRevenue Code and shall be interpreted accordingly. If any provision or term of this\ndocument would be prohibited by or inconsistent with the requirements of Section 409A of the\nCode, then such provision or term shall be deemed to be reformed to comply with Section 409A\nof the Code.

\n\n\n

\n\n\n\n

\n\n

ARTICLE II\n

\n\n\n

DEFINITIONS\n\n

The following terms, when used in the Plan with initial capital letters, shall have the meaning\ngiven to them in this Article.\n

\n\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n

2.1		Account shall mean the account maintained to record a Participant’s interest in the Plan and\nshall be composed of the following subaccounts: Elective Deferral Account, Matching\nContribution Account and Employer Contribution Account.

2.2		Additional Employer Contribution shall mean the amount credited to a Participant pursuant to\nSection 4.6.

2.3		Additional Matching Contribution shall mean the amount credited to a Participant pursuant to\nSection 4.5.

2.4		Affiliate shall mean each incorporated or unincorporated trade or business in which Brady\nCorporation directly or indirectly owns, as applicable, eighty percent (80%) of the voting\nstock or eighty percent (80%) of the capital or profits interest.

2.5		Beneficiary means the person, persons, or entity designated by the Participant to receive any\nbenefits payable under the Plan on or after the Participant’s death. Each Participant shall\nbe permitted to name, change or revoke the Participant’s designation of a Beneficiary in\nwriting on a form and in the manner prescribed by the Employer; provided, however, that the\ndesignation on file with the Employer at the time of the Participant’s death shall be\ncontrolling. Should a Participant fail to make a valid Beneficiary designation or leave no\nnamed Beneficiary surviving, any benefits due shall be paid to such Participant’s spouse, if\nliving; or if not living, then any benefits due shall be paid to such Participant’s estate. A\nParticipant may designate a primary beneficiary and a contingent beneficiary; provided,\nhowever, that the Employer may reject any such instrument tendered for filing if it contains\nsuccessive beneficiaries or contingencies unacceptable to it. If all Beneficiaries who\nsurvive the Participant shall die before receiving the full amounts payable hereunder, then\nthe payments shall be paid to the estate of the Beneficiary last to die.

2.6		Board shall mean the Board of Directors of Brady Corporation.

2.7		Code shall mean the Internal Revenue Code of 1986, as amended, and any regulations issued\nthereunder.

2.8		Committee shall mean the Compensation Committee of the Board.

2.9		Compensation shall mean the total compensation payable to a Participant by the Employer for\nany period (prior to elective deferrals under this Plan or any other plan or deferral\nagreement) required to be reported as wages on the Employee’s Form W-2 for income tax\npurposes, but reduced by all of the following items (even if includable in

2\n

\n\n\n

		gross income): reimbursements or other expense allowances, fringe benefits (cash and\nnon-cash), moving expenses and welfare benefits.

2.10		Elective Deferral shall mean the portion of a Participant’s Compensation that is reduced and\ncredited to his Elective Deferral Account pursuant to his election under Section 4.1.

2.11		Elective Deferral Account shall mean the account maintained to record a Participant’s\ninterest in the Plan attributable to his Elective Deferrals.

2.12		Eligible Employee shall mean an Employee eligible under Section 3.1 and 3.2(a).

2.13		Employee shall mean an employee of the Employer.

2.14		Employer shall mean Brady Corporation and any Affiliate that adopts the Plan with the\napproval of the Board.

2.15		Employer Contribution shall mean the amount credited to a Participant pursuant to Section\n4.4.

2.16		Employer Contribution Account shall mean the account maintained to record a Participant’s\ninterest in the Plan attributable to Employer Contributions and Additional Employer\nContributions on his behalf.

2.17		Excess Compensation shall mean the portion of Compensation earned by a Participant during a\nPlan Year after the date the Compensation he has earned during the Plan Year equals the limit\nin Code Section 401(a)(17) for such Plan Year.

2.18		Matching Contribution shall mean the amount credited to a Participant pursuant to Section\n4.3.

2.19		Matching Contribution Account shall mean the account maintained to record a Participant’s\ninterest in the Plan attributable to Matching Contributions and Additional Matching\nContributions on his behalf.

2.20		Participant shall mean (i) an Eligible Employee under Section 3.1 and 3.2(a) or (ii) a former\nEligible Employee who has an Account under the Plan.

2.21		Plan shall mean the Brady Corporation Restoration Plan, as set forth in this document, as the\nsame may be amended or restated from time to time.

2.22		Plan Year shall mean the calendar year.

2.23		Qualified 401(k) Plan shall mean the Brady Matched 401(k) Plan (or any successor plan thereto\nqualified under Code §§ 401(a) and 401(k)).

2.24		Separation from Service shall have the meaning set forth in IRS Regulation Section 1.409A-1\nthe requirements of which are summarized in part as follows:

3\n

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\n\n\n\n

\n\n

\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n

	(a)		In General. The Participant shall have a Separation from Service with\nthe Employer if the Participant dies, retires, or otherwise has a termination of\nemployment with the Employer. However, for purposes of this Section 2.24, the\nemployment relationship is treated as continuing intact while the individual is on\nmilitary leave, sick leave, or other bona fide leave of absence if the period of such\nleave does not exceed six months, or if longer, so long as the individual retains a\nright to reemployment with the Employer under an applicable statute or by contract. For\npurposes of this paragraph (a) of this Section 2.24, a leave of absence constitutes a\nbona fide leave of absence only if there is a reasonable expectation that the\nParticipant will return to perform services for the Employer. If the period of leave\nexceeds six months and the individual does not retain a right to reemployment under an\napplicable statute or by contract, the employment relationship is deemed to terminate\non the first date immediately following such six-month period. Notwithstanding the\nforegoing, where a leave of absence is due to any medically determinable physical or\nmental impairment that can be expected to result in death or can be expected to last\nfor a continuous period of not less than six months, where such impairment causes the\nParticipant to be unable to perform the duties of his or her position of employment or\nany substantially similar position of employment, a 29-month period of absence may be\nsubstituted for such six-month period.

	(b)		Termination of Employment. Whether a termination of employment has\noccurred is determined based on whether the facts and circumstances indicate that the\nEmployer and Participant reasonably anticipated that no further services would be\nperformed after a certain date or that the level of bona fide services the Participant\nwould perform after such date (whether as an employee or as an independent contractor)\nwould permanently decrease to no more than 20 percent of the average level of bona fide\nservices performed (whether as an employee or an independent contractor) over the\nimmediately preceding 36-month period (or, the full period of services to the Employer\nif the Participant has been providing services to the Employer less than 36 months).\nFacts and circumstances to be considered in making this determination include, but are\nnot limited to, whether the Participant continues to be treated as an employee for\nother purposes (such as continuation of salary and participation in employee benefit\nprograms), whether similarly situated service providers have been treated consistently,\nand whether the Participant is permitted, and realistically available, to perform\nservices for other service recipients in the same line of business. The Participant is\npresumed to have Separated from Service where the level of bona fide services performed\ndecreases to a level equal to 20 percent or less of the average level of services\nperformed by the employee during the immediately\n

4\n

\n\n

\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

			preceding 36-month period. The Participant will be presumed not to have Separated from Service where the level of bona\nfide services performed continues at a level that is 50 percent or more of the average\nlevel of service performed by the Participant during the immediately preceding 36-month\nperiod. No presumption applies to a decrease in the level of bona fide services\nperformed to a level that is more than 20 percent and less than 50 percent of the\naverage level of bona fide services performed during the immediately preceding 36-month\nperiod. The presumption is rebuttable by demonstrating that the Employer and the Participant reasonably anticipated that as of a certain date\nthe level of bona fide services would be reduced permanently to a level less than or\nequal to 20 percent of the average level of bona fide services provided during the\nimmediately preceding 36-month period or the full period of services to the Employer\nif the Participant has been providing services to the Employer less than 36 months\n(or that the level of bona fide services would not be so reduced). For example, the\nParticipant may demonstrate that the Employer and the Participant reasonably\nanticipated that the Participant would cease providing services, but that, after the\noriginal cessation of services, business circumstances such as termination of the\nParticipant’s replacement caused the Participant to return to employment. Although\nthe Participant’s return to employment may cause the Participant to be presumed to\nhave continued in employment because the Participant is providing services at a rate\nequal to the rate at which the Participant was providing services before the\ntermination of employment, the facts and circumstances in this case would\ndemonstrate that at the time the Participant originally ceased to provide services,\nthe Employer reasonably anticipated that the Participant would not provide services\nin the future. For purposes of this paragraph (b), for periods during which the\nParticipant is on a paid bona fide leave of absence (as defined in paragraph (a) of\nthis Section 2.24) and has not otherwise terminated employment pursuant to paragraph\n(a) of this Section 2.24, the Participant is treated as providing bona fide services\nat a level equal to the level of services that the Participant would have been\nrequired to perform to receive the compensation paid with respect to such leave of\nabsence. Periods during which the Participant is on an unpaid bona fide leave of\nabsence (as defined in paragraph (a) of this Section 2.24) and has not otherwise\nterminated employment pursuant to paragraph (a) of this Section 2.24, are\ndisregarded for purposes of this paragraph (b) of this Section 2.24 (including for\npurposes of determining the applicable 36-month (or shorter) period).

	(c)		Asset Purchase Transactions. Where as part of a sale or other\ndisposition of assets by the Employer as seller to an unrelated service recipient\n(buyer), a Participant of the Employer would otherwise experience a Separation from\nService with the Employer, the Employer and the buyer may retain the discretion to\nspecify, and may specify, whether a Participant providing services to the Employer\nimmediately before the asset purchase transaction and providing services to the buyer\nafter and in connection with the asset purchase transaction has experienced a\nSeparation from Service, provided that the asset purchase transaction results from bona\nfide, arm’s length negotiations, all service providers providing services to the\nEmployer immediately before the asset purchase transaction and providing services to\nthe buyer after and in connection with the asset purchase transaction are treated\nconsistently (regardless of position at the Employer) for purposes of applying the\nprovisions of any nonqualified deferred compensation plan, and such treatment is\nspecified in writing no later than the closing date of the asset purchase transaction.\nFor purposes of this paragraph (c), references to a sale or other disposition of\nassets, or an asset purchase transaction,

5\n

\n\n\n

\n\n \n \n \n \n\n\n\n \n\n\n\n\n \n \n \n \n\n\n

			refer only to a transfer of substantial assets, such as a plant or division or substantially all the assets of a trade or\nbusiness.

	(d)		Dual Status. If a Participant provides services both as an employee of\nthe Employer and as an independent contractor of the Employer, the Participant must\nseparate from service both as an employee and as an independent contractor to be\ntreated as having Separated from Service. If a Participant ceases providing services\nas an independent contractor and begins providing services as an employee, or ceases\nproviding services as an employee and begins providing services as an independent\ncontractor, the Participant will not be considered to have a Separation from Service\nuntil the Participant has ceased providing services in both capacities.\nNotwithstanding the foregoing, if a Participant provides services both as an employee\nof the Employer and a member of the board of directors of the Employer, the services\nprovided as a director are not taken into account in determining whether the\nParticipant has a Separation from Service as an employee for purposes of this Plan\nunless this Plan is aggregated with any plan in which the Participant participates as a\ndirector under IRS Regulation Section 1.409A-1(c)(2)(ii).

\n\n

\n\n\n\n \n \n \n\n\n\n

2.25

Specified Employee shall have the meaning set forth in IRS Regulation Section 1.409A-1 the\nrequirements of which are summarized in part as follows:

\n\n

\n\n\n\n \n \n \n \n\n\n\n \n\n\n\n \n \n \n \n\n

	(a)		In General. “Specified Employee” means a Participant who as of the\ndate of his separation from service is a “key employee” as defined in Code Section\n416(i) (disregarding Section 416(i)(5)), i.e., an employee who at any time during the\n12 month period ending on an identification date is an officer of the Employer or one\nof its affiliates having an annual compensation as defined in IRS Regulation Section\n1.409A-1(i)(2) greater than $130,000, a 5% owner of the Employer or one of its\naffiliates or a 1% owner of the Employer or one of its affiliates having compensation\nof more than $150,000. The $130,000 amount described in the preceding sentence shall\nbe adjusted for cost of living increases in such amounts and at such times as specified\nby the Internal Revenue Service. Further, no more than 50 employees (or, if lesser,\nthe greater of 3 or 10% of the employees) shall be treated as officers. The foregoing\ndefinition shall be interpreted at all times in a manner consistent with such\nregulations as may be adopted from time to time by the Internal Revenue Service for\npurposes of applying the key employee definition of Section 416(i) to the requirements\nof Code Section 409A. If a person is a key employee as of an identification date, the\nperson is treated as a Specified Employee for the 12-month period beginning on the\nfirst day of the fourth month following the identification date. The “identification\ndate” is December 31.

	(b)		In the event of a public offering, merger, acquisition, spin-off,\nreorganization or other corporate transaction, “Specified Employees” shall be\ndetermined as provided in IRS Reg. Section 1.409A-(1)(i)(6).\n

6\n

\n\n

\n\n\n

\n\n

\n\n\n\n \n \n \n\n

2.26

Unforeseeable Emergency means a severe financial hardship to a Participant resulting from an\nillness or accident of the Participant or the Participant’s spouse or dependent (as defined in\nSection 152(a) of the Code), loss of the Participant’s property due to casualty (including the\nneed to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster), or other\nsimilar extraordinary and unforeseeable circumstances arising as a result of events beyond\nthe control of the Participant. For example, the imminent foreclosure of or eviction from\nthe Participant’s primary residence may constitute an Unforeseeable Emergency. In addition,\nthe need to pay for medical expenses, including non-refundable deductibles, as well as for\nthe costs of prescription drug medication, may constitute an Unforeseeable Emergency.\nFinally, the need to pay for funeral expenses of a spouse or a dependent (as defined in Code\nsection 152(a)) may also constitute an Unforeseeable Emergency. Except as otherwise\nprovided above, the purchase of a home and the payment of college tuition are not\nUnforeseeable Emergencies. Whether a Participant is faced with an Unforeseeable Emergency\nis to be determined based on the relevant facts and circumstances of each case.\n

7\n

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\n\n\n

\n\n

ARTICLE III\n

\n\n\n

PARTICIPATION\n\n

\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n

3.1		Eligibility to Participate

		An Employee shall be eligible to elect deferrals and receive Employer contributions in\naccordance with the provisions of Article IV beginning on the date the Committee advises the\nEmployee he is eligible because the Committee in its discretion has determined that the\nEmployee may reasonably be anticipated to earn Compensation from the Employer in excess of\nthe limit described in Code Section 401(a)(17).

3.2		Continuation of Eligibility

\n\n

\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n

	(a)		An Employee shall continue to be eligible to elect deferrals and receive\nEmployer contributions in accordance with the provisions of Article IV only for so long\nas he continues in employment with the Employer.

	(b)		An individual who has a Separation from Service shall cease to be eligible and\nshall again be eligible to elect deferrals and receive Employer contributions in\naccordance with the provisions of Article IV only in accordance with Section 3.1.\n

8\n

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\n\n

ARTICLE IV\n

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DEFERRALS\n\n

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4.1

Elective Deferrals

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	(a)		An Eligible Employee may elect an Elective Deferral of up to four percent (4%)\nof his Excess Compensation for services performed during a Plan Year by completing and\nfiling such forms as may be required by the Employer.

	(b)		An Eligible Employee’s Elective Deferral election under paragraph (a) of this\nSection shall apply to and reduce his Excess Compensation, i.e., the portion of his\nCompensation earned during a Plan Year after the date the Compensation he has earned\nduring the Plan Year equals the limit in Code Section 401(a)(17) for such Plan Year.

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\n\n\n\n \n \n \n\n\n

4.2

Additional Rules Governing Deferral Elections

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	(a)		An Eligible Employee’s election under Section 4.1 shall (i) if made within the\nthirty (30) day period following the date he is first eligible to participate in the\nPlan, be effective for that portion of his Excess Compensation to be paid for services\nperformed subsequent to the election, and (ii) if not made within said thirty (30) day\nperiod, be effective for Excess Compensation paid for services performed during the\nPlan Year following the date the election is received by the Employer, or its designee.

	(b)		An Eligible Employee’s election for a Plan Year under this Article IV shall be\nirrevocable after the last day upon which such election is permitted to be made for\nsuch Plan Year and shall continue in effect for subsequent Plan Years until changed or\nrevoked pursuant to paragraph (c) below.

	(c)		An Eligible Employee may change or revoke his election which would otherwise be\neffective for a Plan Year by completing and filing such forms as may be required by the\nEmployer by the last day of the preceding Plan Year.

	(d)		Notwithstanding paragraphs (a), (b) and (c), in the event that a Participant\nmakes application for a hardship distribution under Section 7.3 and the Administrator\ndetermines that an Unforeseeable Emergency exists, his deferral election otherwise in\neffect under this Article IV and any other nonqualified deferred compensation plan of\nthe account balance type shall immediately terminate upon such determination. To\nresume deferrals thereafter, a Participant must make an election satisfying the\nprovisions of paragraph (c).

	(e)		Notwithstanding paragraphs (a), (b) and (c), if an Eligible Employee receives a\nwithdrawal of his elective contributions under the Qualified 401(k) Plan or any other\n401(k) plan (i.e., a qualified cash or deferred arrangement) of the Employer (or any\naffiliate treated under the Code as a single employer with the Employer

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\n\n \n \n \n \n\n\n

for purposes of the 401(k) plan) due to financial hardship pursuant to IRS\nRegulation Section 1.40(k)-1(d)(3) or its successor, his deferral election under\nthis Section 4.1 shall be revoked automatically (effective on the date such hardship\nwithdrawal is paid). In addition, such Eligible Employee shall not be eligible to\nhave another deferral election in effect until the first day of the Plan Year which\nbegins after a six month suspension period that begins on the first day of the\ncalendar month following the date the hardship withdrawal is paid. Such Eligible\nEmployee may then resume deferrals by making an election, pursuant to the rules of\nparagraph (c) above, effective for any Plan Year which begins after the end of such\nsuspension period.

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4.3		Matching Contribution

		An Eligible Employee shall be credited with a Matching Contribution for a Plan Year in an\namount equal to the amount of the Elective Deferral made on the Eligible Employee’s behalf\nfor the Plan Year.

4.4		Employer Contribution

		An Eligible Employee shall be credited with an Employer Contribution for a Plan Year in an\namount equal to 4% of the Eligible Employee’s Excess Compensation for the Plan Year;\nprovided the Eligible Employee remains in the Employer’s employ on the last day of such Plan\nYear.

4.5		Additional Matching Contribution

		There shall be credited to the Participant’s Matching Contribution Account for a Plan Year\nan amount in addition to amounts credited under Section 4.3 for the same year. The amount\ncredited under this Section 4.5 shall be equal to .04(X-(Y-Z)) where X is the limit in Code\nSection 401(a)(17) for such Plan Year, Y is the Participant’s Compensation for the Plan Year\nas defined in Section 2.9 and Z is the amount of elective deferrals for the Plan Year under\nall nonqualified deferred compensation plans and agreements (including this Plan) of the\nEmployer covering the Participant. No amount shall be credited under this Section if X does\nnot exceed the remainder of Y minus Z.

4.6		Additional Employer Contribution

		As of the last day of a Plan Year, there shall be credited to the Participant’s Employer\nContribution Account an amount in addition to amounts credited under Section 4.4 for the\nsame year. The amount credited under this Section 4.6 shall be equal to .04(X-(Y-Z)) where\nX is the limit in Code Section 401(a)(17) for such Plan Year, Y is the Participant’s\nCompensation for the Plan Year as defined in Section 2.9 and Z is the amount of elective\ndeferrals for the Plan Year under all nonqualified deferred compensation plans and\nagreements (other than this Plan) of the Employer covering the Participant. No amount shall\nbe credited under this Section if X does not exceed the remainder of Y minus Z.”

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10\n

\n\n\n

ARTICLE V\n

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ACCOUNTS AND CREDITS\n\n

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5.1

Credits to Accounts

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	(a)		An amount equal to the amount by which a Participant’s Compensation has been\nreduced pursuant to his deferral election under Section 4.1 shall be credited to his\nElective Deferral Account.

	(b)		Matching Contributions and Additional Matching Contributions on a Participant’s\nbehalf shall be credited to his Matching Contribution Account.

	(c)		Employer Contributions and Additional Employer Contributions on a Participant’s\nbehalf shall be credited to his Employer Contribution Account.

	(d)		Said credits shall be made at times established by the Committee but no later\nthan 60 days after the last day of the Plan Year to which they relate.

	(e)		Each Account shall also be credited or charged with deemed earnings and losses\nas if it were invested in accordance with Section 5.3.

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5.2

No Funding

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\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(a)		The right of any individual to receive payment under the provisions of this\nPlan shall be an unsecured claim against the general assets of the Employer, and no\nprovisions contained in this Plan, nor any action taken pursuant to this Plan, shall be\nconstrued to give any individual at any time a security interest in any asset of the\nEmployer, of any affiliated company, or of the stockholders of the Employer. The\nliabilities of the Employer to any individual pursuant to this Plan shall be those of a\ndebtor pursuant to such contractual obligations as are created by this Plan and, to the\nextent any person acquires a right to receive payment from the Employer under this\nPlan, such right shall be no greater than the right of any unsecured general creditor\nof the Employer.

	(b)		The Employer may establish a grantor trust (but shall not be required to do so)\nto which shall be contributed (subject to the claims of the general creditors of the\nEmployer) the amounts credited to the Accounts. If a grantor trust is so established,\nexcept as specifically provided otherwise by the terms of the trust agreement for the\ntrust, payment by the trust of the amounts due to a Participant or his Beneficiary\nunder the Plan shall be considered a payment by the Employer for purposes of the Plan.

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5.3

Deemed Investment of Accounts

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\n\n\n\n \n \n \n \n\n

(a)

The Committee shall select one or more investment funds for the deemed\ninvestment of Accounts. However, in no event shall the Employer be required to\n

11\n

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\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

			make any such investment in the investment funds, and to the extent such investments are made, such investments shall remain an asset of the Employer subject\nto the claims of its general creditors.

	(b)		On the date credited to the respective Account, a Participant’s Elective\nDeferrals, Matching Contributions, Additional Matching Contributions, Employer\nContributions and Additional Employer Contributions shall be deemed to be invested in\none or more of the investment funds designated by the Participant for such deemed\ninvestment. Once made, the Participant’s investment designation shall continue in\neffect for all future Elective Deferrals, Matching Contributions, Additional Matching\nContributions, Employer Contributions and Additional Employer Contributions until\nchanged by the Participant. Any such change may be elected by the Participant at the\ntimes established by the Committee, which shall be no less frequently than quarterly,\nand shall be effective only for Elective Deferrals, Matching Contributions, Additional\nMatching Contributions, Employer Contributions and Additional Employer Contributions\ncredited from and after its effective date.

	(c)		A Participant may elect to reallocate the balance of his Accounts deemed to be\ninvested in the investment funds under this Section at the times established by the\nCommittee, which shall be no less frequently quarterly.

	(d)		All elections and designations under this Section shall be made in accordance\nwith procedures prescribed by the Committee. The Committee may prescribe uniform\npercentages for such elections and designations.

	(e)		Any distribution of a Participant’s Account which is not a distribution of the\nentire account shall be taken pro rata from each of the investment funds in which the\naccount is deemed to be invested.

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\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n

5.4		Reports to Participants

		The Employer shall provide annual reports to each Participant showing (a) the value of the\nAccount as of the most recent December 31st (b) the amount of contributions made by the\nEmployer for the year ending on such date and (c) the amount of any investment earnings or\nloss credited or debited to the Participant’s Account.\n

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\n\n

ARTICLE VII\n

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MANNER AND TIMING OF DISTRIBUTION\n\n

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7.1

Payment of Benefits

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\n\n\n\n \n \n \n \n\n\n

(a)

After a Participant’s Separation from Service the Participant’s Account shall\nbe paid to the Participant (or in the event of the Participant’s death, to the\nParticipant’s Beneficiary). Payment shall be made in one of the following forms as\nspecified in the Participant’s payment election pursuant to Section 7.2:

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\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(i)		Single Sum. A single sum distribution of the value of\nthe balance of the Account on the first day of the second month following the\nParticipant’s Separation from Service; or

	(ii)		Installments. This subparagraph (ii) shall only be\napplicable after April 30, 2006. The value of the balance of the Account shall\nbe paid in annual installments with the first of such installment to be paid on\nthe first day of the second month following the Participant’s Separation from\nService and with subsequent annual installments to be paid on an anniversary of\nthe payment of the first installment. Annual installments shall be paid in one\nof the alternative methods specified below over the number of years selected by\nthe Participant in the payment election made pursuant to Section 7.2, but not\nto exceed 10. The earnings (or losses) provided for in Section 5.1(e) shall\ncontinue to accrue on the balance remaining in the Account during the period of\ninstallment payments. The alternative methods available are as follows:

\n\n\n

(A) Fractional Method. The annual installment shall be\ncalculated by multiplying the most recent value of the Account by a\nfraction, the numerator of which is one, and the denominator of which is the\nremaining number of annual payments due the Participant. By way of example,\nif the Participant elects a 10 year annual installment method, the first\npayment shall be one-tenth (1/10) of the Account balance. The following\nyear, the payment shall be one-ninth (1/9) of the Account balance.\n

\n\n\n

(B) Percentage or Fixed Dollar Method. The annual installment\nshall be calculated by multiplying the most recent value of the Account, in\nthe case of the percentage method, by the percentage selected by the\nParticipant and paying out the resulting amount or, in the case of the fixed\ndollar method, by paying out the fixed dollar amount selected by the\nParticipant for the number of years selected by the Participant. However,\nin the event the dollar amount selected is more than the value of the\nAccount in any given year, the entire value of the Account will be\ndistributed. Further, regardless of the method selected by the Executive,\n

\n\n

14\n

\n\n\n\n

the final installment payment will include 100% of the then remaining\nAccount value.\n

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(b)

In the case of a Participant who is a Specified Employee, payment pursuant to\nparagraph (a) above shall commence no earlier than the first day of the seventh month\nfollowing the Participant’s Separation from Service. This delay in distribution rule\ndoes not apply if the payment is being made as a result of the Participant’s death or\ndisability. For this purpose, “disability” means that the Participant:

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\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(i)		is unable to engage in any substantial gainful activity by\nreason of any medically determinable or physical or mental impairment which can\nbe expected to result in death or can be expected to last for a continuous\nperiod of not less than 12 months, or

	(ii)		is, by reason of any medically determinable physical or mental\nimpairment which can be expected to result in death or can be expected to last\nfor a continued period of not less than 12 months, receiving income replacement\nbenefits for a period of not less than three months under an accident and\nhealth plan covering the employees of the Employer or one of its affiliates in\nwhich the Participant is covered.

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7.2		Payment Election

		An individual who first becomes a Participant at the beginning of a Plan Year shall, prior\nto his date of participation, complete a payment election form specifying the form of\npayment applicable to such Participant’s Account under the Plan. Absent an actual election\nby such Participant by the effective date of participation, the Participant shall be deemed\nto have elected the five (5) annual installment payment form. An individual who first\nbecomes a Participant other than on the first day of a Plan Year shall, no later than 30\ndays after the effective date of participation, complete a payment election form specifying\nthe form of payment applicable to such Participant’s Account. In the event such a\nParticipant does not make an actual election within such 30 day period, the Participant\nshall be deemed to have elected the five (5) annual installment payment form; provided,\nhowever, that if such Participant is already a participant in any other nonqualified plan or\nplans sponsored by the Employer of the account balance type, the most recent payment\nelection with respect to any one of those plans shall be the payment election form deemed\nelected under this Plan regardless of whether the individual elects a different payment\nelection form during that initial 30 day period. Elections shall be made on a “payment\nelection form” — the form established from time to time by the Committee which a\nParticipant completes, signs and returns to the Committee to make an election under the\nPlan. To the extent authorized by the Committee, such form may be provided electronically\nand, in such case, need not be signed by the Participant. A Participant may change the form\nof payment by completing and filing a new payment election form with the Committee, and the\npayment election form on file with the Committee as of the date of the Participant’s\nSeparation from Service shall be controlling. Notwithstanding the\n

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		foregoing, a payment election form changing the Participant’s form of payment shall not\nbe effective if the Participant has a Separation from Service within twelve months after the\ndate on which the election change is filed with the Committee. Any change in payment method\nmust have the effect of delaying the commencement of payments to a date which is at least\nfive (5) years following the initially scheduled commencement date of payment previously in\neffect. For purposes of compliance with Code Section 409A, a series of installment payments\nis designated as a single payment rather than a right to a series of separate payments;\ntherefore, a Participant who has elected (or is deemed to have elected) any option available\nunder Section 7.1(a)(i) or (ii) may substitute any of the other options for the option\noriginally selected as long as the foregoing one-year and five year rules are satisfied. A\nswitch from the percentage method to the fixed dollar method or vice versa and a switch from\neither of those methods to the fractional method or vice versa is considered a substitution\nof a new option for the original option for purposes of this rule even if the number of\nyearly installments is not changed. The five year delay rule does not apply if the revised\npayment method applies only upon the Participant’s death or disability. For this purpose,\ndisability has the same meaning as in Section 7.1(b). In the event that the Participant’s\nnew payment election would not be effective under the foregoing rules, the payment election\npreviously in effect shall be controlling.

7.3		Financial Hardship

		A partial or total distribution of the Participant’s Account shall be made prior to\nSeparation from Service upon the Participant’s request and a demonstration by the\nParticipant of severe financial hardship as a result of an Unforeseeable Emergency. Such\ndistribution shall be made in a single sum as soon as administratively practicable following\nthe Committee’s determination that the foregoing requirements have been met. In any case, a\ndistribution due to Unforeseeable Emergency may not be made to the extent that such\nemergency is or may be relieved through reimbursement or compensation from insurance or\notherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such\nassets would not cause severe financial hardship, or by cessation of deferrals under Article\nIV and any other nonqualified deferred compensation plan of the account balance type\nsponsored by the Employer. Distributions because of an Unforeseeable Emergency must be\nlimited to the amount reasonably necessary to satisfy the emergency need (which may include\namounts necessary to pay any Federal, state, or local income taxes or penalties reasonably\nanticipated to result from the distribution). Determinations of amounts reasonably\nnecessary to satisfy the emergency need must take into account any additional compensation\nthat is available because of cancellation of a deferral election under Article IV and any\nother nonqualified deferred compensation plan of the account balance type sponsored by the\nEmployer upon a payment due to an Unforeseeable Emergency. The payment may be made from any\narrangement in which the Participant participates that provides for payment upon an\nUnforeseeable Emergency, provided that the arrangement under which the payment was made must\nbe designated at the time of payment.

7.4		Delayed Distribution

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\n\n\n

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\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(a)		A payment otherwise required to be made pursuant to the provisions of this\nArticle VII shall be delayed if the Employer reasonably anticipates that the\nEmployer’s deduction with respect to such payment would be limited or eliminated by\napplication of Code Section 162(m); provided, however that such payment shall be\nmade on the earliest date on which the Employer anticipates that the deduction of\nthe payment of the amount will not be limited or eliminated by application of Code\nSection 162(m). In any event, such payment shall be made no later than the last day\nof the calendar year in which the Participant has a Separation from Service or, in\nthe case of a Specified Employee, the last day of the calendar year in which occurs\nthe six (6) month anniversary of such Separation from Service.

	(b)		A payment otherwise required under this Article VII shall be delayed if the\nEmployer reasonably determines that the making of the payment will jeopardize the\nability of the Employer to continue as a going concern; provided, however, that\npayments shall be made on the earliest date on which the Employer reasonably determines\nthat the making of the payment will not jeopardize the ability of the Employer to\ncontinue as a going concern.

	(c)		A payment otherwise required under this Article VII shall be delayed if the\nEmployer reasonably anticipates that the making of the payment will violate federal\nsecurities laws or other applicable law; provided, however, that payments shall\nnevertheless be made on the earliest date on which the Employer reasonably anticipates\nthat the making of the payment will not cause such violation. (The making of a payment\nthat would cause inclusion in gross income or the applicability of any penalty\nprovision or other provision of the Code is not treated as a violation of applicable\nlaw.)

	(d)		A payment otherwise required under this Article VII shall be delayed upon such\nother events and conditions as the Internal Revenue Service may prescribe in generally\napplicable guidance published in the Internal Revenue Bulletin.

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7.5		Inclusion in Income Under Section 409A

		Notwithstanding any other provision of this Article VII, in the event this Plan fails to\nsatisfy the requirements of Code Section 409A and regulations thereunder with respect to any\nParticipant, there shall be distributed to such Participant as promptly as possible after\nthe Administrator becomes aware of such fact of noncompliance such portion of the\nParticipant’s Account balance hereunder as is included in income as a result of the failure\nto comply, but no more.

7.6		Domestic Relations Order

		Notwithstanding any other provision of this Article VII, payments shall be made from the\nAccount of a Participant in this Plan to such individual or individuals (other than the

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\n\n \n \n \n\n\n \n\n\n\n \n \n \n\n\n\n \n\n\n \n \n \n\n\n

		Participant) and at such times as are necessary to comply with a domestic relations order\n(as defined in Code Section 414(p)(1)(B)).

7.7		De Minimis Amounts

		Notwithstanding any other provision of this Article VII hereof, a Participant’s Account\nbalance under this Plan and all other nonqualified deferred compensation plans of the\naccount balance type shall automatically be distributed to the Participant on or before the\nlater of December 31 of the calendar year in which occurs the Participant’s Separation from\nService or the 15^th day of the third month following the Participant’s Separation\nfrom Service if the total amount in such Account balance at the time of distribution, when\naggregated with all other amounts payable to the Participant under all arrangements\nbenefiting the Participant described in IRS Regulations Section 1.409A-1(c) (or any\nsuccessor thereto), do not exceed the amount described in Code Section 402(g)(1)(B). The\nforegoing lump sum payment shall be made automatically and any other distribution elections\notherwise applicable with respect to the individual in the absence of this provision shall\nnot apply.

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\n\n

ARTICLE VIII\n

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PLAN OPERATION AND ADMINISTRATION\n\n

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8.1		Administrator

		The Committee shall be the plan administrator and shall be responsible for and perform the\nduties imposed on a plan administrator.

8.2		Committee

		The Committee shall have the power and duty to administer the Plan in accordance with its\nterms, including, but not limited to, the following:

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	(a)		to make and enforce such rules and regulations as it may deem necessary or\ndesirable for the efficient administration of the Plan;

	(b)		to interpret the Plan, including the right to remedy possible ambiguities,\ninconsistencies or omissions;

	(c)		to decide all questions related to participation in, and payment of amounts\nunder, the Plan, including all factual questions related thereto; and

	(d)		to maintain all necessary records for the administration of the Plan.

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8.3		Authority to Act

		Brady Corporation or the Committee may authorize one or more of Brady Corporation’s\nemployees, members, representatives or agents, as applicable, to execute on its behalf\ninstructions or directions to any interested party, and any such interested party may rely\nthereupon and the information contained therein.

8.4		Information from Participants

		Each Participant and Beneficiary shall furnish the Committee in the form prescribed by it\nand at its request, such personal data, affidavits, authorizations to obtain information, or\nother information as the Committee deems necessary or desirable for the administration of\nthe Plan.

8.5		Committee Discretion

		The Committee has full and complete discretionary authority to determine eligibility for\nbenefits, to construe the terms of the Plan and to decide any matter presented through the\nclaims review procedure. Any final determination by the Committee (including claims\ndecisions made pursuant to Article IX) shall be binding on all parties and afforded the\nmaximum deference allowed by law. If challenged in court, such determination shall not be\nsubject to de novo review and shall not be overturned unless proven to be\narbitrary and

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\n\n\n

		capricious upon the evidence considered by the Committee at the time of such determination.

8.6		Committee Members’ Conflict of Interest

		A member of the Committee who is covered hereunder may not vote or decide upon any matter\nrelating solely to himself or vote in any case in which his individual right to any benefit\nunder the Plan is particularly involved. Decisions shall be made by remaining Committee or\nBoard members even if there is no quorum under normal Committee or Board rules.

8.7		Governing Law

		This Plan shall be construed in accordance with the laws of the State of Wisconsin to the\nextent not preempted by the provisions of the Employee Retirement Income Security Act of\n1974, as amended, or other federal law.

8.8		Expenses

		All expenses and costs incurred in connection with the administration and operation of the\nPlan shall be borne by the Employer and/or the Trust.

8.9		Minor or Incompetent Payees

		If a person to whom a benefit is payable is a minor or is otherwise incompetent by reason of\na physical or mental disability, the Committee may cause the payments due to such person to\nbe made to another person for the first person’s benefit without any responsibility to see\nto the application of such payment. Such payments shall operate as a complete discharge of\nthe obligations to such person under the Plan.

8.10		Withholding

		The Employer shall comply with all applicable tax and governmental withholding requirements.\nTo the extent required by law, the Employer shall withhold any taxes required to be\nwithheld by the federal or any state or local government from payments made hereunder or\nfrom any other amounts paid to a Participant by the Employer. If FICA taxes must be\nwithheld in connection with amounts credited hereunder before payments are otherwise due\nhereunder and if there are no other wages from which to withhold them, the Employer shall\npay such FICA taxes generated by such payment (and taxes under Code Section 3401 triggered\nthereby and additional taxes under Section 3401 attributable to pyramiding of Section 3401\nwages and taxes) but no more and the Participant’s Account hereunder shall be reduced by an\namount equal to the payments made by the Employer.\n

20\n

\n\n

\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n

8.11		Indemnification

		Except as otherwise provided by law, neither the Board nor the Committee nor any individual\nmember of the Board or the Committee, nor the Employer, nor any officer, shareholder or employee of the Employer shall be liable for any error of judgment, action or\nfailure to act hereunder or for any good faith exercise of discretion, excepting only\nliability for gross negligence or willful misconduct. Such individuals and entities shall\nbe indemnified and held harmless by the Employer against any and all claims, damages,\nliabilities, costs and expenses (including attorneys’ fees) arising by reason of any good\nfaith error of omission or commission with respect to any responsibility, duty or action\nhereunder. Nothing herein contained shall preclude the Employer from purchasing insurance\nto cover potential liability of one or more persons who serve in an administrative capacity\nwith respect to the Plan.\n

21\n

\n\n

\n\n\n

\n\n

ARTICLE IX\n

\n\n\n

CLAIMS PROCEDURE\n\n

\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n\n

9.1		Claims

		If the Participant or the Participant’s Beneficiary (hereinafter referred to as a\n“Claimant”) is denied all or a portion of an expected benefit under the Plan for any reason,\nhe or she may file a claim with the Committee or its designee. The Committee or its\ndesignee shall notify the Claimant within 60 days of allowance or denial of the claim,\nunless the Claimant receives written notice prior to the end of the sixty (60) day period\nstating that special circumstances require an extension of the time for decision and\nspecifying the expected date of decision. The notice of the such decision shall be in\nwriting, sent by mail to the Claimant’s last known address, and if a denial of the claim,\nmust contain the following information:

\n\n

\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(a)		the specific reasons for the denial;

	(b)		specific reference to pertinent provisions of the Plan on which the denial is\nbased;

	(c)		if applicable, a description of any additional information or material\nnecessary to perfect the claim, an explanation of why such information or material is\nnecessary, and an explanation of the claims review procedure; and

	(d)		a description of the Plan’s claims review procedure, including a statement of\nthe Claimant’s right to bring a civil action under Section 502 of ERISA if the\nClaimant’s claim is denied upon review.

\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n

9.2		Review

		A Claimant is entitled to request a review of any denial of his claim. The request for\nreview must be submitted in writing to the Committee within 60 days after receipt of the\nnotice of the denial. The timely filing of such a request is necessary to preserve any\nlegal recourse which may be available to the Claimant and, absent the submission of request\nfor review within the 60-day period, the claim will be deemed to be conclusively denied.\nUpon submission of a written request for review, the Claimant or his representative shall be\nentitled to review all pertinent documents, and to submit issues and comments in writing for\nconsideration by the Committee. The Committee shall fully and fairly review the matter and\nshall consider all information submitted in the review request, without regard to whether or\nnot such information was submitted or considered in the initial claim determination. The\nCommittee shall promptly respond to the Claimant, in writing, of its decision within 60 days\nafter receipt of the review request. However, due to special circumstances, if no response\nhas been provided within the first 60 days, and notice of the need for additional time has\nbeen furnished within such period, the review and response may be made within the following\n60 days. The Committee’s decision shall include specific reasons for the decision,\nincluding references to the particular Plan provisions upon which the decision is based,\nnotification that the Claimant can receive or review\n

22\n

\n\n

\n\n\n

\n\n

ARTICLE X\n

\n\n\n

AMENDMENT AND TERMINATION\n\n

\n\n

Brady Corporation (through its Board of Directors or authorized officers or employees and/or\nthe Committee) reserves the right to alter or amend the Plan, or any part thereof, in such manner\nas it may determine, at any time and for any reason. Further, the Board of Directors of Brady\nCorporation reserves the right to terminate the Plan, at any time and for any reason.\nNotwithstanding the foregoing, in no event shall any amendment or termination deprive any\nParticipant or Beneficiary of any amounts credited to him under this Plan as of the date of such\namendment or termination; provided, however, that Brady Corporation may prospectively change the\nmanner in which earnings are credited or discontinue the crediting of earnings and, further, Brady\nCorporation may make any amendment it deems necessary or desirable for purposes of compliance with\nthe requirements of Code Section 409A and regulations thereunder.\n

\n\n

If the Plan is amended to freeze benefit accruals, no additional deferrals or contributions\nshall be credited to any Participant Account hereunder. Following such a freeze of benefit\naccruals, Participants’ Accounts shall be paid at such time and in such form as provided under\nArticle VII of the Plan. If the Employer terminates the Plan and if the termination is of the type\ndescribed in regulations issued by the Internal Revenue Service pursuant to Code Section 409A, then\nthe Employer shall distribute the then existing Account balances of Participants and beneficiaries\nin a lump sum within the time period specified in such regulations and, following such\ndistribution, there shall be no further obligation to any Participant or beneficiary under this\nPlan. However, if the termination is not of the type described in such regulations, then following\nPlan termination Participants’ Accounts shall be paid at such time and in such form as provided\nunder Article VII of the plan.\n

\n\n

24\n

\n\n

ARTICLE XI\n

\n\n\n

MISCELLANEOUS PROVISIONS\n

\n\n\n

11.1		Headings

		The headings of the Plan have been inserted for convenience of reference and shall be\nignored in the construction of the provisions herein.

11.2		No Contract of Employment

		The existence of the Plan shall not create or change any contract, express or implied,\nbetween the Employer and its employees and shall not affect the Employer’s right to take any\naction with respect to its employees.

11.3		Rights of Participants and Beneficiaries

		The interest and rights of a Participant and Beneficiary under the Plan shall be those of a\ngeneral unsecured creditor of the Employer, and with respect to the creditors of the\nEmployer, no Participant or Beneficiary shall have any preferred claims on, or any\nbeneficial ownership in, the assets of the Employer, including any assets in which the\nEmployer may invest to aid in meeting its obligations under the Plan.

11.4		Nonalienation of Benefits

		All benefits payable hereunder are for the sole use and benefit of the Participants and\ntheir Beneficiaries and, to the extent permitted by law, shall be free, clear and discharged\nof and from, and are not to be in any way liable for, debts, contracts or agreements, now\ncontracted or which may hereafter be contracted and from all claims and liabilities now or\nhereafter incurred by any Participant or Beneficiary covered by this Plan. No Participant\nor Beneficiary covered by this Plan shall have the right to anticipate, surrender, encumber,\nalienate or assign, whether voluntarily or involuntarily, any of the benefits to become due\nhereunder unto any person or person upon any terms whatsoever, and any attempt to do so\nshall be void.

11.5		Tax Treatment

		There is no commitment or guarantee with respect to the tax treatment to be accorded to a\nParticipant or Beneficiary under the Plan.

11.6		Other Plans and Agreements

\n\n

\n\n\n\n \n \n \n \n\n\n

(a)

Participation in the Plan shall not affect a Participant’s rights to\nparticipate in and receive benefits under any other plans of the Employer, nor shall it\naffect his rights under any other agreement entered into with the Employer, unless\nexplicitly provided otherwise by such agreement.

25\n

\n\n\n

\n\n\n\n

\n\n

\n\n\n\n \n \n \n \n\n\n

(b)

Any amount credited under or paid pursuant to the Plan shall not be treated as\nwages, salary or any other type of compensation or otherwise taken into account in the\ndetermination of the Participant’s benefits under any other plans of the Employer,\nunless explicitly provided otherwise by such plan.

\n\n

11.7		Number and Gender

		The use of the singular shall be interpreted to include the plural and the plural the\nsingular, as the context shall require. The use of the masculine, feminine or neuter shall\nbe interpreted to include the masculine, feminine or neuter, as the context shall require.

11.8		Plan Provisions Controlling

		In the event of any conflict between the provisions of the Plan and the provisions of a\nsummary or description of the Plan or the terms of any agreement or instrument related to\nthe Plan, the provisions of the Plan shall be controlling.

11.9		Severability

		If any provisions of the Plan shall be held illegal or invalid for any reason, such\nillegality or invalidity shall not affect the remaining parts of the Plan, but this Plan\nshall be construed and enforced as if the illegal and invalid provisions had never been\nincluded herein.

11.10		Evidence Conclusive

		The Employer, the Committee and any person or persons involved in the administration of the\nPlan shall be entitled to rely upon any certification, statement, or representation made or\nevidence furnished by any person with respect to any facts required to be determined under\nany of the provisions of the Plan, and shall not be liable on account of the payment of any\nmonies or the doing of any act or failure to act in reliance thereon. Any such\ncertification, statement, representation, or evidence, upon being duly made or furnished,\nshall be conclusively binding upon the person furnishing it but not upon the Employer, the\nCommittee or any other person involved in the administration of the Plan. Nothing herein\ncontained shall be construed to prevent any of such parties from contesting any such\ncertification, statement, representation, or evidence or to relieve any person from the duty\nof submitting satisfactory proof of any fact.

11.11		Status of Plan Under ERISA

		The Plan is intended to be an unfunded plan maintained by an Employer primarily for the\npurpose of providing deferred compensation for a select group of management or highly\ncompensated employees, as described in Section 201(2), Section 301(a)(3), Section 401(a)(1)\nand Section 4021(b)(6) of the Employee Retirement Income Security Act of 1974, as amended.

\n\n

26\n

\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n

11.12		Name and Address Changes

		Each Participant shall keep his name and address on file with the Employer and shall\npromptly notify the Employer of any changes in his name or address. All notices required or\ncontemplated by this Plan shall be deemed to have been given to a Participant if mailed with\nadequate postage prepaid thereon addressed to him at his last address on file with the\nEmployer. If any check in payment of a benefit hereunder (which was mailed to the last\naddress of the payee as shown on the Employer’s records) is returned unclaimed, further\npayments shall be discontinued unless evidence is furnished that the recipient is still\nalive.

11.13		Assignability by Corporation

		The Employer shall have the right to assign all of its right, title and obligation in and\nunder this Plan upon a merger or consolidation in which the Employer is not the surviving\nentity or to the purchaser of substantially its entire business or assets or the business or\nassets pertaining to a major product line, provided such assignee or purchaser assumes and\nagrees to perform after the effective date of such assignment all of the terms, conditions\nand provisions imposed by this Plan upon the Employer. Upon such assignment, all of the\nrights, as well as all obligations, of the Employer under this Plan shall thereupon cease\nand terminate.

11.14		Special rule for 2005-2007.

		Notwithstanding the usual rules regarding distribution elections contained in Article VII, a\nParticipant, on or before December 31, 2007, may make an election as to distribution of his\nAccount from among the choices described in Section 7.1 hereof without complying with the\nrules described in Section 7.2 hereof as long as the effect of the election is not to\naccelerate payments into 2006 or to defer payments which would otherwise have been made in\n2006 or to accelerate payments into 2007 or to defer payments which would otherwise have\nbeen made in 2007. Such election shall become effective after the last day upon which it is\npermitted to be made. In order to change any such election after it has become effective,\nthe requirements of Section 7.2 hereof must be satisfied.

\n\n

IN WITNESS WHEREOF, the Employer has caused its duly authorized officer to execute this Plan\ndocument on its behalf this 17th day of September, 2007.\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n\n\n \n\n


BRADY CORPORATION \n
By:	/s/ Frank M. Jaehnert
	Attest:	/s/ David Mathieson

\n\n\n

27\n

\n\n\n

Exhibit 99.1\n

\n\n\n

For More Information:
\nInvestor contact: Barbara Bolens 414-438-6940
\nMedia contact: Carole Herbstreit 414-438-6882\n\n

\n\n

For Immediate Release\n

\n\n\n

Brady Corporation reports sales and net income for fiscal 2007 fourth quarter and year end\n

\n\n

MILWAUKEE (September 12, 2007)—Brady Corporation (NYSE: BRC) today reported record results for\nits fiscal 2007 fourth quarter and fiscal year ended July 31, 2007.\n

\n\n\n

Sales in the fiscal 2007 fourth quarter rose 26 percent to $362.8 million compared to sales in\nthe fourth quarter of fiscal 2006 of $288.3 million. The increase was comprised of organic growth\nof 5 percent compared to the prior year’s quarter, with acquisitions adding 17 percent, and foreign\ncurrency translation contributing 4 percent to sales growth. Regionally, sales were up 25 percent\nin the Americas, 28 percent in Europe, and 25 percent in Asia/Pacific.\n

\n\n

Net income for the fiscal 2007 fourth quarter was up 17 percent to $26.2 million or $0.48 per\ndiluted Class A Common share, compared with $22.5 million or $0.43 per diluted Class A Common Share\nin the fourth quarter of fiscal 2006. Net income results include cost reduction charges of $5.4\nmillion after tax in the quarter, or $0.10 per share.\n

\n\n

Brady’s fiscal 2007 net sales rose 34 percent to $1.363 billion compared to $1.018 billion in\nsales in fiscal 2006. Organic growth was 4 percent, acquisitions added 26 percent and foreign\ncurrency translation contributed 4 percent to total sales results.\n

\n\n

Net income for fiscal 2007 rose 5 percent to $109.4 million or $2.00 per diluted Class A\nCommon Share, compared to $104.2 million or $2.07 per diluted Class A Common in fiscal 2006. Net\nincome results for the year include cost reduction charges of $8.3 million after tax, or $0.15 per\nshare. Average shares outstanding in fiscal 2007 were 54.7 million versus 50.4 million in fiscal\n2006 due to last year’s equity offering.\n

\n\n

“Fiscal 2007 was a very busy year for Brady, and included 7 acquisitions, 16 SAP\nimplementations, and further expansions in Mexico, Thailand, Malaysia, India, China and the\nPhilippines among other geographic areas. In spite of this high-level of activity throughout the\nyear and challenges in some of our markets, we continued to grow at a rapid pace and reached record\nsales and net income for the year. Our strategy for sustainable growth is positioning us well to\nprovide long-term shareholder value,” said Brady President and Chief Executive Officer Frank M.\nJaehnert.\n

\n\n

“A particular highlight for our fiscal 2007 fourth quarter was the resumption of operating\nincome margin expansion. Excluding charges for cost reductions, our operating income in the fourth\nquarter increased 31 percent outpacing the sales increase of 26 percent. Net income also increased\ndespite significant cost reduction charges which exceeded our orginal estimates,” said Brady Senior\nVice President and Chief Financial Officer David Mathieson.\n

\n\n

The company also issued guidance for fiscal 2008 of sales between $1.430 and $1.460 billion,\nnet income between $129 and $135 million, and diluted earnings per share between $2.31 and $2.42.\nIn keeping with prior practice, this guidance does not assume any future acquisitions.\n

\n\n

A Webcast regarding fiscal 2007 results will be available at www.investor.bradycorp.com\nbeginning at 9:30 a.m. Central Daylight Time today.\n

\n\n

Brady Corporation is an international manufacturer and marketer of complete solutions that\nidentify and protect premises, products and people. Its products help customers increase safety,\nsecurity, productivity and performance and include high-performance labels and signs, safety\ndevices, printing systems and software, and precision die-cut materials. Founded in 1914, the\ncompany has more than 500,000 customers in electronics, telecommunications, manufacturing,\nelectrical, construction, education, medical and a variety of other industries. Brady is\nheadquartered in Milwaukee and employs more than 8,600 people at operations in the Americas, Europe\nand Asia/Pacific. More information is available on the Internet at www.bradycorp.com.\n

\n\n

Information by regional segment for the three and twelve months ended July 31, 2007 and 2006 is as follows:\n

\n\n


															Corporate and
(in Thousands)	Americas			Europe			Asia		Subtotals		Eliminations			Total
SALES TO EXTERNAL CUSTOMERS

Three months ended:
July 31, 2007	$	169,063			$	114,035		$	79,667		$	362,765				—	$	362,765
July 31, 2006		135,470				88,966			63,897			288,333				—		288,333

Twelve months ended:
July 31, 2007	$	609,855			$	416,513		$	336,263		$	1,362,631				—	$	1,362,631
July 31, 2006		498,916				319,432			200,088			1,018,436				—	$	1,018,436

SALES GROWTH INFORMATION

Three months ended July 31, 2007:
Base		5.1	%			8.6	%		0.3	%		5.1	%			—		5.1	%
Currency		0.9	%			7.8	%		6.8	%		4.3	%			—		4.3	%

\n\n\n

\n\n



Acquisitions		18.8	%		11.8	%		17.6	%		16.4	%	—			16.4	%
Total		24.8	%		28.2	%		24.7	%		25.8	%	—			25.8	%

Twelve months ended July 31, 2007:
Base		3.3	%		8.3	%		-0.4	%		4.2	%	—			4.2	%
Currency		0.5	%		9.0	%		5.1	%		4.1	%	—			4.1	%
Acquisitions		18.4	%		13.1	%		63.3	%		25.5	%	—			25.5	%
Total		22.2	%		30.4	%		68.0	%		33.8	%	—			33.8	%

SEGMENT PROFIT (LOSS)

Three months ended:
July 31, 2007	$	39,143		$	32,574		$	10,845		$	82,562		($2,475	)	$	80,087
July 31, 2006		30,337			21,899			12,192			64,428		(2,893	)		61,535
Percentage increase\n(decrease)		29.0	%		48.7	%		-11.0	%		28.1	%	-14.4	%		30.1	%

Twelve months ended:
July 31, 2007	$	142,306		$	107,552		$	57,236		$	307,094		($8,208	)	$	298,886
July 31, 2006		122,525			83,970			49,316			255,811		(10,633	)		245,178
Percentage increase\n(decrease)		16.1	%		28.1	%		16.1	%		20.0	%	-22.8	%		21.9	%

\n\n\n

NET INCOME RECONCILIATION (in thousands)\n

\n\n


	Three months ended:			Twelve months ended:
	July 31, 2007			July 31, 2006			July 31, 2007		July 31, 2006
Total profit for\nreportable segments	$	82,562			$	64,428		$	307,094		$	255,811
Corporate and\neliminations		(2,475	)			(2,892	)		(8,208	)		(10,633	)
Unallocated amounts:
Administrative\ncosts		(39,068	)			(24,651	)		(126,899	)		(88,662	)
Investment and\nother income		1,958				(356	)		2,875			2,403
Interest expense		(6,527	)			(5,311	)		(22,934	)		(14,231	)

Income before\nincome taxes		36,450				31,218			151,928			144,688
Income taxes		(10,206	)			(8,741	)		(42,540	)		(40,513	)

Net income	$	26,244			$	22,477		$	109,388		$	104,175

\n\n\n

###\n

\n\n

Brady believes that certain statements in this news release are “forward-looking statements”\nwithin the meaning of the Private Securities Litigation Reform Act of 1995. All statements related\nto future, not past, events included in this news release, including, without limitation,\nstatements regarding Brady’s future financial position, business strategy, targets, projected\nsales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives\nof management for future operations are forward-looking statements. When used in this news release,\nwords such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,”\n“project” or “plan” or similar terminology are generally intended to identify forward-looking\nstatements. These forward-looking statements by their nature address matters that are, to different\ndegrees, uncertain and are subject to risks, assumptions and other factors, some of which are\nbeyond Brady’s control, that could cause actual results to differ materially from those expressed\nor implied by such forward-looking statements. For Brady, uncertainties arise from future\nfinancial performance of major markets Brady serves, which include, without limitation,\ntelecommunications, manufacturing, electrical, construction, laboratory, education, governmental,\npublic utility, computer, transportation; difficulties in making and integrating acquisitions;\nrisks associated with newly acquired businesses; Brady’s ability to retain significant contracts\nand customers; future competition; Brady’s ability to develop and successfully market new products;\nchanges in the supply of, or price for, parts and components; increased price pressure from\nsuppliers and customers; interruptions to sources of supply; environmental, health and safety\ncompliance costs and liabilities; Brady’s ability to realize cost savings from operating\ninitiatives; Brady’s ability to attract and retain key talent; difficulties associated with\nexports; risks associated with international operations; fluctuations in currency rates versus the\nUS dollar; technology changes; potential write-offs of Brady’s substantial intangible assets; risks\nassociated with obtaining governmental approvals and maintaining regulatory compliance for new and\nexisting products; business interruptions due to implementing business systems; and numerous other\nmatters of national, regional and global scale, including those of a political, economic, business,\ncompetitive and regulatory nature contained from time to time in Brady’s U.S. Securities and\nExchange Commission filings, including, but not limited to, those factors listed in the “Risk\nFactors” section located in Item 1A of Part II of Brady’s Annual Report on Form 10-K for the period\nended July 31, 2006. These uncertainties may cause Brady’s actual future results to be materially\ndifferent than those expressed in its forward-looking statements. Brady does not undertake to\nupdate its forward-looking statements.\n

\n\n\n\n

\n\n\n

BRADY CORPORATION AND SUBSIDIARIES
\nCONDENSED CONSOLIDATED STATEMENTS OF INCOME\n

\n\n\n

(Dollars in Thousands)\n\n

\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n


	(Unaudited)
	Three Months Ended July 31st			Twelve Months Ended July 31st
								Percentage										Percentage
	2007			2006			Change		2007		2006			Change
Net sales	$	362,765			$	288,333			25.8	%	$	1,362,631			$	1,018,436			33.8	%
Cost of products sold		189,161				144,429			31.0	%		705,587				492,681			43.2	%

Gross margin		173,604				143,904			20.6	%		657,044				525,755			25.0	%

Operating expenses:
Research and development		9,601				9,766			-1.7	%		35,954				30,443			18.1	%
Selling, general and administrative		122,984				97,253			26.5	%		449,103				338,796			32.6	%

Total operating expenses		132,585				107,019			23.9	%		485,057				369,239			31.4	%

Operating income		41,019				36,885			11.2	%		171,987				156,516			9.9	%

Other income and (expense):
Investment and other income		1,958				(356	)		-650.0	%		2,875				2,403			19.6	%
Interest expense		(6,527	)			(5,311	)		22.9	%		(22,934	)			(14,231	)		61.2	%


Income before income taxes		36,450				31,218			16.8	%		151,928				144,688			5.0	%

Income taxes		10,206				8,741			16.8	%		42,540				40,513			5.0	%


Net income	$	26,244			$	22,477			16.8	%	$	109,388			$	104,175			5.0	%


Per Class A Nonvoting Common Share:
Basic net income	$	0.49			$	0.44			11.4	%	$	2.03			$	2.10			-3.3	%
Diluted net income	$	0.48			$	0.43			11.6	%	$	2.00			$	2.07			-3.4	%
Dividends	$	0.14			$	0.13			7.7	%	$	0.56			$	0.52			7.7	%

Per Class B Voting Common Share:
Basic net income	$	0.49			$	0.44			11.4	%	$	2.01			$	2.09			-3.8	%
Diluted net income	$	0.48			$	0.43			11.6	%	$	1.98			$	2.05			-3.4	%
Dividends	$	0.14			$	0.13			7.7	%	$	0.54			$	0.50			8.0	%

Weighted average common shares\noutstanding (in Thousands):
Basic		54,047				50,791						53,907				49,494
Diluted		54,854				51,672						54,741				50,385

\n\n\n

BRADY CORPORATION AND SUBSIDIARIES
\nCONDENSED CONSOLIDATED BALANCE SHEETS\n

\n\n\n

(IN THOUSANDS)\n\n

\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n


	(Unaudited)
	July 31, 2007		July 31, 2006

ASSETS

Current assets:
Cash and cash equivalents	$	142,846		$	113,008
Short term investments		19,200			11,500
Accounts receivable, less allowance for losses ($9,109 and\n$6,390, respectively)		239,569			187,907
Inventories:
Finished products		80,486			59,365
Work-in-process		21,309			12,850
Raw materials and supplies		37,983			37,702

Total inventories		139,778			109,917
Prepaid expenses and other current assets		42,020			36,825


Total current assets		583,413			459,157

Other assets:
Goodwill		737,450			587,642
Other intangible assets, net		149,761			134,111
Deferred income taxes		34,083			34,135
Other		21,111			10,235


Total other assets		942,405			766,123

Property, plant and equipment:
Cost:
Land		6,332			6,548
Buildings and improvements		90,688			78,418
Machinery and equipment		248,356			198,426
Construction in progress		18,107			12,098


		363,483			295,490
Less accumulated depreciation		188,869			155,584


Net property, plant and equipment		174,614			139,906


Total	$	1,700,432		$	1,365,186

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current liabilities:
Accounts payable	$	91,596		$	78,585
Wages and amounts withheld from employees		73,622			61,778
Taxes, other than income taxes		8,461			6,231
Accrued income taxes		25,542			25,243
Other current liabilities		60,254			46,763
Short-term borrowings and current maturities on long-term debt		21,444			20


Total current liabilities		280,919			218,620

Long-term obligations, less current maturities		478,575			350,018

Other liabilities		49,216			50,502


Total liabilities		808,710			619,140

Stockholders’ investment:
Common stock:

Class A nonvoting common stock — Issued 50,586,524 and 50,481,743 shares,\nrespectively and outstanding 50,586,524 and 50,188,842 shares, respectively		506			505

Class B voting common stock — Issued and outstanding, 3,538,628 shares		35			35
Additional paid-in capital		266,203			258,922
Earnings retained in the business		540,238			460,991
Treasury\nstock — 0 and 292,901 shares, respectively of Class A\nnonvoting common stock, at cost					(10,865	)
Accumulated other comprehensive income		84,086			35,696
Other		654			762


Total stockholders’ investment		891,722			746,046


Total	$	1,700,432		$	1,365,186

\n\n\n

BRADY CORPORATION AND SUBSIDIARIES
\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n

\n\n


(Dollars in Thousands)	(Unaudited)
	Twelve Months Ended
	July 31st
	2007			2006
Operating activities:
Net income	$	109,388			$	104,175
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		53,856				35,144
Gain on foreign currency contract		—				(1,516	)
Deferred income taxes		70				(1,843	)
Loss on disposal of property, plant & equipment		13				124
Provision for losses on accounts receivable		3,287				1,152
Non-cash portion of stock-based compensation expense		6,907				5,568
Changes in operating assets and liabilities (net of effects of business acquisitions):
Accounts receivable		(20,308	)			(13,620	)
Inventories		(12,323	)			(16,961	)
Prepaid expenses and other assets		(13,307	)			(2,163	)
Accounts payable and accrued liabilities		8,058				10,421
Income taxes		(6,821	)			58
Other liabilities		7,198				(5,643	)

Net cash provided by operating activities		136,018				114,896

Investing activities:
Acquisition of businesses, net of cash acquired		(159,475	)			(351,331	)
Payments of contingent consideration		(10,906	)			—
Purchases of short-term investments		(68,100	)			(150,900	)
Sales of short-term investments		60,400				146,500
Purchases of property, plant and equipment		(51,940	)			(39,410	)
Purchase of foreign currency contract		—				1,516
Proceeds from sale of property, plant and equipment		2,166				546
Other		(9,184	)			(2,203	)

Net cash used in investing activities		(237,039	)			(395,282	)

Financing activities:
Payment of dividends		(30,141	)			(26,064	)
Proceeds from issuance of common stock		6,829				166,664
Principal payments on debt		(110,870	)			(417,601	)
Proceeds from issuance of debt		259,300				615,730
Purchase of treasury stock		—				(24,683	)
Income tax benefit from the exercise of stock options and deferred comp distributions		4,303				4,912

Net cash provided by financing activities		129,421				318,958
Effect of exchange rate changes on cash		1,438				1,466

Net increase (decrease) in cash and cash equivalents		29,838				40,038
Cash and cash equivalents, beginning of period		113,008				72,970


Cash and cash equivalents, end of period		142,846				113,008


Supplemental disclosures:
Cash paid during the period for:
Interest, net of capitalized interest	$	19,842			$	8,991
Income taxes, net of refunds		49,233				37,661
Acquisitions:
Fair value of assets acquired, net of cash	$	87,398			$	167,900
Liabilities assumed		(33,248	)			(63,667	)
Goodwill		105,325				247,098

Net cash paid for acquisitions	$	159,475			$	351,331

\n\n\n

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
\n(in thousands)\n

\n\n


	Fiscal 2006
	Q1		Q2			Q3		Q4	Total
EBITDA (1)
Net income	$	30,198		$	21,254		$	30,246	$	22,477	$	104,175
Interest expense		1,989			2,435			4,496		5,311		14,231
Income taxes		12,334			7,675			11,763		8,741		40,513
Depreciation and amortization		7,360			7,194			9,419		11,171		35,144


EBITDA (non-GAAP measure)	$	51,881		$	38,558		$	55,924	$	47,700	$	194,063

\n\n


	Fiscal 2007
	Q1		Q2			Q3		Q4	Total
EBITDA (1)
Net income	$	34,448		$	19,709		$	28,987	$	26,244	$	109,388
Interest expense		4,735			5,244			6,428		6,527		22,934
Income taxes		13,396			7,665			11,273		10,206		42,540
Depreciation and amortization		12,927			13,169			14,307		13,453		53,856


EBITDA (non-GAAP measure)	$	65,506		$	45,787		$	60,995	$	56,430	$	228,718

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


(1)		Brady is presenting EBITDA because it is used by many of our investors and lenders, and is\npresented as a convenience to them. EBITDA represents net income before interest expense, income\ntaxes and depreciation and amortization. EBITDA is not a calculation based on generally accepted\naccounting principles (GAAP). The amounts included in the EBITDA calculation, however, are\nderived from amounts included in the Condensed Consolidated Statements of Income data. EBITDA\nshould not be considered as an alternative to net income or operating income as an indicator of\nthe company’s operating performance, or as an alternative to operating cash flows as a measure of\nliquidity. The EBITDA measure presented may not always be comparable to similarly titled measures\nreported by other companies due to differences in the components of the calculation.

\n\n\n\n\n

\n\n\n

Exhibit 99.2\n

\n\n\n

For More Information Contact:
\nBarbara Bolens (414) 438-6940\n

\n\n\n

For Immediate Release\n\n

\n\n

Brady Corporation increases quarterly dividend to shareholders\n\n

MILWAUKEE\n(September 11, 2007) — Brady Corporation’s (NYSE: BRC) Board of Directors has announced an\nincrease in its quarterly dividend to shareholders of the company’s Class A Common Stock, from\n$0.14 to $0.15 per share. The dividend will be paid on October 31, 2007, to shareholders of record\nat the close of business on October 10, 2007. This dividend is the 22nd consecutive annual\nincrease in dividends since the company went public in 1984.\n

\n\n\n

Brady Corporation is an international manufacturer and marketer of complete solutions that\nidentify and protect premises, products and people. Its products help customers increase safety,\nsecurity, productivity and performance and include high-performance labels and signs, safety\ndevices, printing systems and software, and precision die-cut materials. Founded in 1914, the\ncompany has more than 500,000 customers in electronics, telecommunications, manufacturing,\nelectrical, construction, education, medical and a variety of other industries. Brady is\nheadquartered in Milwaukee and employs more than 8,600 people at operations in the Americas, Europe\nand Asia/Pacific. Brady’s fiscal 2006 sales were approximately $1.018 billion.\n

\n\n

The company plans to release its fiscal 2007 results tomorrow September 12, 2007. More\ninformation is available on the Internet at www.bradycorp.com\n

\n\n

###\n

\n\n\n\n


	BRADY CORPORATION\n
Date: September 17, 2007\n
	/s/ David Mathieson\n
	David Mathieson
	Senior Vice President &\nChief Financial Officer

		copies of all documents, records and information relevant to the claim, and information as\nto the Claimant’s right to file suit under Section 502(a) of ERISA.

9.3		Disability

		If a determination of disability for purposes of Section 7.1(b) or 7.2 becomes necessary and\nif such determination is considered to be with respect to a claim for benefits based on\ndisability for purposes of 29 CFR Section 2560.503-1, then the Committee shall adopt and\nadminister a special procedure for considering such disability claims meeting the\nrequirements of 29 CFR Section 2560.503-1 for disability benefit claims.\n


EXHIBIT
NUMBER		DESCRIPTION

10.1\n		Brady Corporation Deferred Compensation Plan, as amended.

10.2\n		Brady Corporation Directors’ Deferred Compensation Plan, as amended.

10.3\n		Brady Corporation Restoration Plan, as amended.

99.1\n		Press Release of Brady Corporation, dated September 12, 2007, relating to fourth quarter\nfiscal 2007 financial results.

99.2\n		Press Release of Brady Corporation, dated September 11, 2007, relating to increase in\nquarterly dividend.