e8vk

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

\n\n\n

\n\n\n\n\n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION\n

\n\n

Washington, D.C. 20549\n

\n\n

FORM 8-K\n

\n\n\n

CURRENT REPORT
\nPursuant to Section 13 or 15(d) of the
\nSecurities Exchange Act of 1934\n

\n\n

Date of Report (Date of earliest event reported): September 12, 2006

\n\n

Commission File Number 1-14959

\n\n

BRADY CORPORATION\n

\n\n

(Exact name of registrant as specified in its charter)

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

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


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

\n\n\n

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

\n\n

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

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

\n\n

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

\n\n

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

\n\n

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

\n\n

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

\n\n\n

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

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

TABLE OF CONTENTS

\n\n

\n\n\n\t\n\t\n\t\n\t\n\t\n\t\n\t\n\t\n\t\n\n\n\n\n\n\n\n\n\n\n\n


Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT INDEX
Bylaws
Directors' Deferred Compensation Plan, as amended
Press Release

\n\n\n

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

\n\n

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT\n

\n\n\n

On September 12, 2006, the Board of Directors of Brady Corporation (the “Corporation”)\napproved an amended Directors’ Deferred Compensation Plan (the “Plan”). The principal changes\neffected by the amendments were provisions to permit additional flexibility with respect to\ndistributions from the Plan as permitted by regulations adopted under Section 409A of the Internal\nRevenue Code.\n

\n\n

The foregoing description of the amendments to the Plan does not purport to be complete and is\nqualified in its entirety by reference to the full text of the Plan, a copy of which is filed\nherewith as Exhibit 10.1 and is incorporated herein by reference.\n

\n\n

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION\n

\n\n\n

On September 13, 2006, the Corporation issued a press release announcing its fiscal 2006\nfourth quarter financial results. A copy of the press release is being furnished to the Securities\nand Exchange Commission as Exhibit 99 attached herewith and incorporated by reference.\n

\n\n

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF\nPRINCIPAL OFFICERS\n

\n\n

Philip M. Gresh resigned his position as a Director of the Corporation on September 12, 2006.\nMr. Gresh’s resignation was not because of any disagreement with the Corporation or on any matter\nrelating to the Corporation’s operations or policies.\n

\n\n\n

\n\n

Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR\n

\n\n

On September 12, 2006, the Corporation’s Board of Directors approved amendments to the\nCorporation’s bylaws, including a number of nonsubstantive corrections. Other changes were: (a)\nin accord with current Wisconsin law, Section 1.02 was amended to provide that the Corporation’s\nregistered office may be changed by an officer of the Corporation, rather than requiring Board of\nDirector approval; (b) Section 2.02 was amended to require that notice of special meetings of\nshareholders include the purpose or purposes of the special meeting; (c) Section 2.08 was amended\nto provide that meetings of shareholders will be chaired by the Corporation’s President or a Vice\nPresident; (d) Section 3.01 was amended to provide that the number of Directors shall be\nestablished by the Board of Directors at between five and 15; (e) Section 3.02 was amended to\ndelete vestigial language relating to the tenure of a specified Director who has since deceased;\n(f) a new Section 3.05 was created to provide for the possibility of meetings by telephone or other\nmeans of communication, as now permitted by Wisconsin law, and the remaining sections of Article\nIII were renumbered accordingly; (g) renumbered Section 3.06 was amended to provide that notices of\nBoard meetings also may be given by email or fax, as permitted by Wisconsin law; (h) renumbered\nSection 3.09 was amended to provide that Board meetings will be chaired by a Director chosen by the\nDirectors, rather than by a designated officer of the Corporation; (i) renumbered Section 3.13 was\namended to provide that committees of the Board include at least one Director, rather than two, and\nthe actions permitted to be taken by Board committees was amended to conform to current Wisconsin\nlaw; (j) Sections 7.02 and 7.03 were created to make clear that attendance at a meeting will\ngenerally constitute waiver of objection to a lack of notice of the meeting, reflecting current\nWisconsin law; and (k) Section 11.03 was created to provide that any action taken or authorized by\nthe shareholders or Board of Directors, which would be inconsistent with the bylaws then in effect,\nbut which is taken or authorized by a vote that would be sufficient to amend the bylaws so that the\nbylaws would be consistent with such action, will be given the same effect as though the bylaws had\nbeen temporarily amended or suspended so far, but only so far, as is necessary to permit the\nspecific action so taken or authorized.\n

\n\n

\n\n\n\n\n

ARTICLE I. OFFICES\n

\n\n\n

1.01 Principal and Business Offices. The corporation may have such principal and other\nbusiness offices either within or without the State of Wisconsin as the Board of Directors, may\ndesignate or as the business of the corporation may require from time to time.\n

\n\n

1.02 Registered Office. The registered office of the corporation required by the Wisconsin\nBusiness Corporation Law to be maintained in the State of Wisconsin may be, but need not be,\nidentical with the principal office in the State of Wisconsin and the address of the registered\noffice may be changed from time to time by any officer or by the registered agent. The business\noffice of the registered agent of the corporation shall be identical to such registered office.\n

\n\n

ARTICLE II. SHAREHOLDERS\n

\n\n\n

2.01 Annual Meeting. The annual meeting of the shareholders shall be held on the third\nWednesday of November each year at 9:00 a.m., or at such other time and date within 30 days before\nor after said date as may be fixed by or under the authority of the Board of Directors, for the\npurpose of electing directors and for the transaction of such other business as may come before the\nmeeting. If the day fixed for the annual meeting shall be a legal holiday in the State of\nWisconsin, such meeting shall be held on the next succeeding business day. If the election of\ndirectors shall not be held on the day designated herein, or fixed as herein provided, for any\nannual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall\ncause the election to be held at a special meeting of the shareholders as soon thereafter as\nconveniently may be.\n

\n\n

2.02 Special Meeting. Special meetings of the shareholders for any purpose or purposes\nunless otherwise prescribed by statute, may be called by the Chairman of the Board or the President\nor the Board of Directors or by the person designated in the written request of the holders of not\nless than one-tenth of all shares of the corporation entitled to vote at the meeting. The purpose\nor purposes of any special meeting shall be described in the notice required by Section 2.04 of\nthese By-Laws.\n

\n\n

2.03 Place of Meeting. The Board of Directors may designate any place, either within or\nwithout the State of Wisconsin, as the place of meeting for any annual meeting or for any special\nmeeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled\n

\n\n

-2-\n

to vote at a meeting may designate any place, whether within or without the State of\nWisconsin, as the place for the holding of such meeting. If no designation is made, or if a\nspecial meeting be otherwise called, the place of meeting shall be the principal business office of\nthe corporation in the State of Wisconsin, but any meeting may be adjourned to reconvene at any\nplace designated by vote or a majority of the shares represented thereat.\n

\n\n\n

2.04 Notice of Meeting. Written notice stating the place, day and hour of the meeting and,\nin case of a special meeting, the purpose or purposes for which the meeting is called, shall be\ndelivered not less than 10 days (unless a longer period is required by law or the articles of\nincorporation) nor more than 50 days before the date of the meeting, either personally or by mail,\nby or at the direction of the Chairman of the Board or the President, the Secretary, or persons\ncalling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed,\nsuch notice shall be deemed to be delivered when deposited in the United States mail, addressed to\nthe shareholder at his address as it appears on the stock record books of the corporation, with\npostage thereon prepaid.\n

\n\n

2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining\nshareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment\nthereof, or shareholders entitled to receive payment of any dividend, or in order to make a\ndetermination of shareholders for any other proper purpose, the Board of Directors may provide that\nthe stock transfer books shall be closed for a stated period, but not to exceed 50 days. If the\nstock transfer books shall be closed for the purpose of determining shareholders entitled to notice\nof or to vote at a meeting of shareholders, such books shall be closed for at least ten days\nimmediately preceding such meeting. In lieu of closing the stock transfer books, the Board of\nDirectors may fix in advance a date as the record date for any such determination of shareholders,\nsuch date in any case to be not more than 50 days and, in case of a meeting of shareholders, not\nless than ten days prior to the date on which the particular action, requiring such determination\nof shareholders is to be taken. If the stock transfer books are not closed and no record date is\nfixed for the determination of shareholders entitled to notice of or to vote at a meeting of\nshareholders, or shareholders entitled to receive payment of a dividend, the close of business on\nthe date on which notice of the meeting is mailed or on the date on which the resolution of the\nBoard of Directors declaring such dividend is adopted, as the case may be, shall be the record date\nfor such determination of shareholders. When a determination of shareholders entitled to vote at\nany meeting of shareholders has been made as provided in this section, such determination shall be\napplied to any adjournment thereof except where the determination has\n

\n\n

-3-\n

been made through the closing of the stock transfer books and the stated period of closing has\nexpired.\n

\n\n\n

2.06 Voting Records. The officer or agent having charge of the stock transfer books for\nshares of the corporation shall, before each meeting of shareholders, make a complete record of the\nshareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and\nthe number of shares held by each. Such record shall be produced and kept open at the time and\nplace of the meeting and shall be subject to the inspection of any shareholder during the whole\ntime of the meeting for the purposes of the meeting. The original stock transfer books shall be\nprima facie evidence as to who are the shareholders entitled to examine such record or transfer\nbooks or to vote at any meeting of shareholders. Failure to comply with the requirements of this\nsection shall not affect the validity of any action taken at such meeting.\n

\n\n

2.07 Quorum. Except as otherwise provided in the articles of incorporation, a majority of\nthe shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a\nmeeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares\nrepresented at the meeting and entitled to vote on the subject matter shall be the act of the\nshareholders unless the vote of a greater number or voting by classes is required by the Wisconsin\nBusiness Corporation Law or the articles of incorporation. If less than a quorum is represented at\na meeting, a majority of the shares so represented may adjourn the meeting from time to time\nwithout further notice. At such adjourned meeting at which a quorum shall be present or\nrepresented, any business may be transacted which might have been transacted at the meeting as\noriginally noticed. The shareholders present at a duly organized meeting may continue to transact\nbusiness until adjournment, notwithstanding the withdrawal of enough shareholders to leave less\nthan a quorum.\n

\n\n

2.08 Conduct of Meetings. The President and in his absence a Vice-President in the order\nprovided under Article IV and in their absence any person chosen by the shareholders present, shall\ncall the meeting of the shareholders to order and shall act as chairman of the meeting, and the\nSecretary shall act as secretary of all meetings of the shareholders, but, in the absence of the\nsecretary, the presiding officer may appoint any other person to act as secretary of the meeting.\n

\n\n

2.09 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote in\nperson or by proxy appointed in writing by the shareholder or by his duly authorized attorney in\n

\n\n

-4-\n

fact. Such proxy shall be filed with the Secretary before or at the time of the meeting.\nUnless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted,\neither by written notice filed with the Secretary or the acting secretary of the meeting or by oral\nnotice given by the shareholder to the presiding officer during the meeting. The presence of a\nshareholder who has filed his proxy shall not of itself constitute a revocation. No proxy shall be\nvalid after 11 months from the date of its execution, unless otherwise provided in the proxy. The\nBoard of Directors shall have the power and authority to make rules as to the validity and\nsufficiency of proxies.\n

\n\n\n

2.10 Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter\nsubmitted to a vote at a meeting of shareholders, except to the extent that the voting rights of\nthe shares of any class or classes are enlarged, limited or denied by the articles of\nincorporation.\n

\n\n

2.11 Voting of Shares by Certain Holders.\n

\n\n

(a) Other Corporations. Shares standing in the name of another corporation may be voted\neither in person or by proxy, by the president of such corporation or any other officer appointed\nby such president. A proxy executed by any principal officer of such other corporation or assistant\nthereto shall be conclusive evidence of the signer’s authority to act, in the absence of express\nnotice to this corporation, given in writing to the Secretary of this corporation, of the\ndesignation of some other person by the board of directors or the by-laws of such other\ncorporation.\n

\n\n\n

(b) Legal Representatives and Fiduciaries. Shares held by a personal representative, an\nadministrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for\ncreditors may be voted by him, either in person or by proxy, without a transfer of such shares into\nhis name, provided that there is filed with the Secretary before or at the time of meeting proper\nevidence of his incumbency and the number of shares held. Shares standing in the name of a\nfiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary, shall\nbe conclusive evidence of the signer’s authority to act, in the absence of express notice, given in\nwriting to the Secretary, that such manner of voting is prohibited or otherwise directed by the\ndocument creating the fiduciary relationship.\n

\n\n\n

-5-\n

\n\n\n\n\n

(c) Pledgees. A shareholder whose shares are pledged shall be entitled to vote such shares\nin person or by proxy until the shares have been transferred into the name of the pledgee, and\nthereafter the pledgee shall be entitled to vote the shares so transferred.\n

\n\n\n

(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another\ncorporation if a majority of the shares entitled to vote for the election of directors of such\nother corporation is held by this corporation, shall be voted at any meeting or counted in\ndetermining the total number of outstanding shares entitled to vote, but shares of its own issue\nheld by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary\ncapacity, may be voted and shall be counted in determining the total number of outstanding shares\nentitled to vote.\n

\n\n\n

(e) Minors. Shares held by a minor may be voted by such minor in person or by proxy and no\nsuch vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary\nof the corporation has received written notice or has actual knowledge that such shareholder is a\nminor.\n

\n\n\n

(f) Incompetents and Spendthrifts. Shares held by incompetent or spendthrift may be voted by\nsuch incompetent or spendthrift in person or by proxy and no such vote shall be subject to\ndisaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has actual\nknowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual\nknowledge of filing of judicial proceedings for appointment of a guardian.\n

\n\n\n

(g) Joint Tenants. Shares registered in the names of two or more individuals who are named\nin the registration as joint tenants may be voted in person or by proxy signed by any one or more\nof such individuals if either (i) no other such individual or his legal representative is present\nand claims the right to participate in voting of such shares or prior to the vote files with the\nSecretary of the corporation a contrary written voting authorization or direction or written denial\nof authority of the individual present or signing the proxy proposed to be voted or (ii) all such\nother individuals are deceased and the Secretary of the corporation has no actual knowledge that\nthe survivor has been adjudicated not to be the successor to the interests of those deceased.\n

\n\n\n

ARTICLE III. BOARD OF DIRECTORS\n

\n\n\n

3.01 General Powers and Number. The business and affairs of the corporation shall be managed\nby its Board of Directors. The number of Directors of the corporation shall be\n

\n\n

-6-\n

established from time to time by the Board of Directors, but shall be not less than five or\nmore than 15. The number of directors may be increased or decreased from time to time by amendment\nto this Section adopted by the shareholders or the Board of Directors, but no decrease shall have\nthe effect of shortening the term of an incumbent director.\n

\n\n\n

3.02 Tenure and Qualifications. Each director shall hold office until the next annual\nmeeting of shareholders and until his successor shall have been elected, or until his prior death,\nresignation or removal. Any director or the entire Board of Directors may be removed from office,\nwith or without cause, by affirmative vote of a majority of the outstanding shares entitled to vote\nfor the election of such director, taken at a meeting of shareholders called for that purpose. A\ndirector may resign at any time by filing his written resignation with the Secretary of the\ncorporation. Directors need not be residents of the State of Wisconsin or shareholders of the\ncorporation. No director shall be eligible to be elected or re-elected a director after he attains\nage 70. A director in office when he attains age 70 shall be eligible to be elected an advisory\ndirector from year to year for a maximum period of three years. Advisory directors shall be\nentitled to all the rights and privileges of a director, except the right to vote and shall be paid\nsuch fees and compensation as shall be fixed by the Board of Directors from time to time.\n

\n\n

3.03 Regular Meetings. A regular meeting of the Board of Directors shall be held without\nother notice than this by-law immediately after the annual meeting of shareholders and each\nadjourned session thereof. The place of such regular meeting shall be the same as the place of the\nmeeting of shareholders that precedes it or such other suitable place as may be announced at such\nmeeting of shareholders. The Board of Directors may provide, by resolution, the time and place,\neither within or without the State of Wisconsin, for the holding of additional regular meetings\nwithout other notice than such resolution.\n

\n\n

3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the\nrequest of the Chairman of the Board, the President, or any two directors. The persons calling any\nspecial meeting of the Board of Directors may fix any place, either within or without the State of\nWisconsin, as the place for holding any special meeting of the Board of Directors called by them,\nand if no other place is fixed the place of meeting shall be the principal business office of the\ncorporation in the State of Wisconsin.\n

\n\n

-7-\n

\n\n

3.05 Meetings By Telephone or Other Communication Technology.\n

\n\n

(a) Any or all directors may participate in a regular or special meeting or in a committee\nmeeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any\nother means of communication by which either: (i) all participating directors may simultaneously\nhear each other during the meeting or (ii) all communication during the meeting is immediately\ntransmitted to each participating director, and each participating director is able to immediately\nsend messages to all other participating directors.\n

\n\n\n

(b) If a meeting will be conducted through the use of any means described in paragraph (a),\nall participating directors shall be informed that a meeting is taking place at which official\nbusiness may be transacted. A director participating in a meeting by any means described in\nparagraph (a) is deemed to be present in person at the meeting.\n

\n\n\n

3.06 Notice of Meetings. Notice of each meeting of the Board of Directors (unless otherwise\nprovided in or pursuant to Section 3.03) shall be given by written notice delivered personally or\nmailed or given by telephone, telegram, or other means of electronic delivery such as facsimile or\ne-mail to each director at his business or home address or at such other address as such director\nshall have designated in writing filed with the Secretary, in each case not less than that 48 hours\nprior thereto. If mailed, such notice shall be deemed to be delivered when deposited in the United\nStates mail so addressed, with postage thereon prepaid. If notice be given by telegram, such\nnotice shall be deemed to be delivered when the telegram is delivered to the telegraph company; if\nby telephone, at the time the call is completed; or if by other forms of electronic delivery, at\nthe time the transmission is completed. The attendance of a director at a meeting shall constitute\na waiver of notice of such meeting, except where a director attends a meeting and objects thereat\nto the transaction of any business because the meeting is not lawfully called or convened. Neither\nthe business to be transacted at, nor the purpose of, any regular or special meeting of the Board\nof Directors need be specified in the notice or waiver of notice of such meeting.\n

\n\n

3.07 Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law or by\nthe articles of incorporation or these by-laws, a majority of the number of directors as provided\nin Section 3.01 shall constitute a quorum for the transaction of business at any meeting of the\nBoard of Directors, but a majority of the directors present (though less than such quorum) may\nadjourn the meeting from time to time without further notice.\n

\n\n

-8-\n

\n\n

3.08 Manner of Acting. The act of the majority of the directors present at a meeting at\nwhich a quorum is present shall be the act of the Board of Directors unless the act of a greater\nnumber is required by the Wisconsin Business Corporation Law or by the articles of incorporation or\nthese by-laws.\n

\n\n

3.09 Conduct of Meetings. Any director chosen by the directors present, shall call meetings\nof the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the\ncorporation shall act as secretary of all meetings of the Board of Directors, but in the absence of\nthe Secretary, the presiding officer may appoint any Assistant Secretary or any director or other\nperson present to act as secretary of the meeting.\n

\n\n

3.10 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created\nby an increase in the number of directors, may be filled until the next succeeding annual election\nby the affirmative vote of a majority of the directors then in office, though less than a quorum of\nthe Board of Directors; provided, that in case of a vacancy created by the removal of a director(s)\nby vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same\nmeeting or any adjournment thereof.\n

\n\n

3.11 Compensation. The Board of Directors, by affirmative vote of a majority of the\ndirectors then in office and irrespective of any personal interest of any of its members, may\nestablish reasonable compensation of all directors for services to the corporation as directors,\nofficers or otherwise, and the manner and time and payment thereof, or may delegate such authority\nto an appropriate committee. The Board of Directors also shall have authority to provide for or to\ndelegate authority to an appropriate committee to provide for reasonable pensions, disability or\ndeath benefits, and other benefits or payments, to directors, officers and employees and to their\nestates, families, dependents or beneficiaries on account of prior services rendered by such\ndirectors, officers and employees to the corporation.\n

\n\n

3.12 Presumption of Assent. A director who is present at a meeting of the Board of Directors\nor a committee thereof of which he is a member at which action on any corporate matter is taken\nshall be presumed to have assented to the action taken unless his dissent shall be entered in the\nminutes of the meeting or unless he shall file his written dissent to such action with the person\nacting as the secretary of the meeting before the adjournment thereof or shall forward such dissent\nby registered mail to the Secretary of the corporation immediately after the\n

\n\n

-9-\n

adjournment of the meeting. Such right to dissent shall not apply to a director who voted in\nfavor of such action.\n

\n\n\n

3.13 Committees. The Board of Directors by resolution adopted by the affirmative vote of a\nmajority of the number of directors as provided in Section 3.01 may designate one or more\ncommittees, each committee to consist of one or more directors elected by the Board of Directors,\nwhich, to the extent provided in said resolution as initially adopted, and as thereafter\nsupplemented or amended by further resolution adopted by a like vote, shall have and may exercise\nwhen the Board of Directors is not in session, the powers of the Board of Directors in the\nmanagement of the business and affairs of the corporation, except that no committee may: (a)\napprove or recommend for approval to shareholders for approval any action or matter that the\nWisconsin Business Corporation Law requires be approved by shareholders; or (b) adopt, amend or\nrepeal By-Laws. A majority of the members of a committee shall constitute a quorum. The Board of\nDirectors may elect one or more of its members as alternate members of any such committee who may\ntake the place of any absent member or members at any meeting of such committee upon request by the\nPresident or upon request by the chairman of such meeting. Each such committee shall fix its own\nrules governing the conduct of its activities and shall make such reports to the Board of Directors\nof its activities as the Board of Directors may request.\n

\n\n

ARTICLE IV. OFFICERS\n

\n\n\n

4.01 Number. The principal officers shall be a President, one or more Vice-Presidents (the\nnumber and designations to be determined by the Board of Directors), a Secretary, and a Treasurer,\neach of whom shall be elected by the Board of Directors. The Board of Directors may also elect a\nChief Executive Officer and may designate one of the Vice Presidents as the Executive Vice\nPresident. Such other officers and assistant officers as may be deemed necessary may be elected or\nappointed by the Board of Directors or the President. Any two or more offices may be held by the\nsame person.\n

\n\n

4.02 Election and Term of Office. The officers to be elected by the Board of Directors shall\nbe elected annually by the Board of Directors at the first meeting of the Board of Directors held\nafter each annual meeting of the shareholders. If the election of officers shall not be held at\nsuch meeting, such election shall be held as soon thereafter as conveniently may be. Each officer\nshall hold office until his successor shall have been duly elected or until his prior death,\nresignation or removal.\n

\n\n

-10-\n

\n\n

4.03 Removal. Any officer or agent may be removed by the Board of Directors whenever in its\njudgment the best interests of the corporation will be served thereby, but such removal shall be\nwithout prejudice to the contract rights, if any, of the person so removed. Election or\nappointment shall not of itself create contract rights.\n

\n\n

4.04 Vacancies. A vacancy in any principal office because of death, resignation, removal,\ndisqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion\nof the term.\n

\n\n

4.05 Chairman of the Board. The Board of Directors may elect one of its members the Chairman\nof the Board. The Chairman of the Board shall preside at all meetings of the shareholders and\ndirectors at which he is present. He shall be ex officio a member of all standing committees and\nshall be Chairman of such committees as is determined by the Board of Directors. He shall have such\nother powers and duties as may from time to time be prescribed by the by-laws or by resolution of\nthe Board of Directors.\n

\n\n

4.06 President. The President shall be the principal executive officer and, subject to the\ncontrol of the Board of Directors, shall in general supervise and control all of the business and\naffairs of the corporation. He shall, in the absence of the Chairman, preside at all meetings of\nthe shareholders and of the Board of Directors. He shall have authority, subject to such rules as\nmay be prescribed by the Board of Directors, to appoint such agents and employees of the\ncorporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to\ndelegate authority to them. Such agents and employees shall hold office at the discretion of the\nPresident. He shall have authority to sign, execute and acknowledge, on behalf of the corporation,\nall deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents\nor instruments necessary or proper to be executed in the course of the corporation’s regular\nbusiness, or which shall be authorized by resolution of the Board of Directors; and, except as\notherwise provided by law or the Board of Directors, he may authorize any Vice President or other\nofficer or agent of the corporation to sign, execute and acknowledge such documents or instruments\nin his place and stead. In general he shall perform all duties incident to the office of President\nand such other duties as may be prescribed by the Board of Directors from time to time.\n

\n\n

4.07 Executive Vice President. The Executive Vice President, if one be designated, shall\nassist the President in the discharge of supervisory, managerial and executive duties and\n

\n\n

-11-\n

functions. In the absence of the President or in the event of his death, inability or refusal\nto act, the Executive Vice President shall perform the duties of the President and when so acting\nshall have all the powers and duties of the President, and shall perform such other duties as from\ntime to time may be assigned to him by the Board of Directors or the President.\n

\n\n\n

4.08 Vice Presidents. In the absence of the President and the Executive Vice President, or\nin the event of his death, inability or refusal to act, or in the event for any reason it shall be\nimpracticable for them to act personally, the Vice President (or in the event there be more than\none Vice President, the Vice Presidents in the order designated by the Board of Directors, or in\nthe absence of any designation, then in the order of their election) shall perform the duties of\nthe President, and when so acting, shall have all the powers of and be subject to all the\nrestrictions upon the President. Any Vice President may sign, with the Secretary or Assistant\nSecretary, certificates for shares of the corporation and shall perform such other duties and have\nsuch authority as from time to time may be delegated or assigned to him by the President or by the\nBoard of Directors. The execution of any instrument of the corporation by any Vice President shall\nbe conclusive evidence, as to third parties, of his authority to act in the stead of the President.\n

\n\n

4.09 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders\nand of the Board of Directors in one or more books provided for that purpose; (b) see that all\nnotices are duly given in accordance with the provisions of these by-laws or as required by law;\n(c) be custodian of the corporate records and of the seal of the corporation and see that the seal\nof the corporation is affixed to all documents the execution of which on behalf of the corporation\nunder its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post\noffice address of each shareholder which shall be furnished to the Secretary by such shareholder;\n(e) sign with the President, or a Vice President, certificates for shares of the corporation, the\nissuance of which shall have been authorized by resolution of the Board of Directors; (f) have\ngeneral charge of the stock transfer books of the corporation; and (g) in general perform all\nduties incident to the office of Secretary and have such other duties and exercise such authority\nas from time to time may be delegated or assigned to him by the President or by the Board of\nDirectors.\n

\n\n

4.10 Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for\nall funds and securities of the corporation; (b) receive and give receipts for moneys, due and\npayable to the corporation from any source whatsoever, and deposit all such moneys in the, name\n

\n\n

-12-\n

of the corporation in such banks, trust companies or other depositories as shall be selected\nin accordance with the provisions of Section 5.04; and (c) in general perform, all of the duties\nincident to the office of Treasurer and have such other duties and exercise such other authority as\nfrom time to time may be delegated or assigned to him by the President or by the Board of\nDirectors.\n

\n\n\n

4.11 Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant\nSecretaries and Assistant Treasurers as the Board of Directors or President from time to time\nauthorize. The Assistant Secretaries may sign with the President or a Vice President certificates\nfor shares of the corporation the issuance of which shall have been authorized by a resolution of\nthe Board of Directors. The Assistant Secretaries and Assistant Treasurers, in general, shall\nperform such duties and have such authority as shall from time to time be delegated or assigned to\nthem by the Secretary or the Treasurer, respectively, or by the President or the Board of\nDirectors.\n

\n\n

4.12 Other Assistants and Acting Officers. The Board of Directors and the President shall\nhave the power to appoint any person to act as assistant to any officer, or as agent for the\ncorporation in his stead, or to perform the duties of such officer whenever for any reason it is\nimpracticable for such officer to act personally, and such assistant or acting officers or other\nagent so appointed by the Board of Directors or President shall have the power to perform all the\nduties of the office to which he is so appointed to be assistant, or as to which he is so appointed\nto act, except as such power may be otherwise defined or restricted by the Board of Directors or\nPresident.\n

\n\n

4.13 Salaries. The salaries of the principal officers shall be fixed from time to time by\nthe Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented\nfrom receiving such salary by reason of the fact that he is also a director of the corporation.\n

\n\n

ARTICLE V. CONTRACTS, LOANS, CHECKS
\nAND DEPOSITS. SPECIAL CORPORATE ACTS\n

\n\n\n

5.01 Contracts. The Board of Directors may authorize any officer or officers, agent or\nagents, to enter into any contract or execute or deliver any instrument in the name of and on\nbehalf of the corporation, and such authorization may be general or confined to specific instances.\nNo contract or other transaction between the corporation and one or more of its\n

\n\n

-13-\n

directors or any other corporation, firm, association, or entity in which one or more of its\ndirectors are directors or officers or are financially interested, shall be either void or voidable\nbecause of such relationship or interest or because such director or directors are present at the\nmeeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies\nsuch contract or transaction or because his or their votes are counted for such purpose, if 1) the\nfact of such relationship or interest is disclosed or known to the Board of Directors or committee\nwhich authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient\nfor the purpose without counting the votes or consents of such interested directors; or 2) the fact\nof such relationship or interest is disclosed or known to the shareholders entitled to vote and\nthey authorize, approve or ratify such contract or transaction by vote or written consent.; or 3)\nthe contract or transaction is fair and reasonable to the corporation. Common or interested\ndirectors may be counted in determining the presence of a quorum at a meeting of the Board of\nDirectors or a committee thereof which authorizes, approves or ratifies such contract or\ntransaction.\n

\n\n\n

5.02 Loans. No indebtedness for borrowed money shall be contracted on behalf of the\ncorporation and no evidences of such indebtedness shall be issued in its name unless authorized by\nor under the authority of a resolution of the Board of Directors. Such authorization may be\ngeneral or confined to specific instances.\n

\n\n

5.03 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes\nor other evidences of indebtedness issued in the name of the corporation, shall be signed by such\nofficer(s), employee(s) or agents of the corporation and in such manner as shall from time to time\nbe determined by or under the authority of a resolution of the Board of Directors.\n

\n\n

5.04 Deposits. All funds of the corporation not otherwise employed shall be deposited from\ntime to time to the credit of the corporation in such banks, trust companies or other depositories\nas may be selected by or under the authority of a resolution of the Board of Directors.\n

\n\n

5.05 Voting of Securities Owned by this Corporation. Subject always to the specific\ndirections of the Board of Directors, (a) any shares or other securities issued by any other\ncorporation and owned or controlled by this corporation may be voted at any meeting of security\nholders of such other corporation by the President of this corporation if he be present, or in his\nabsence by any Vice President of this corporation who may be present, and (b) whenever. in the\njudgment of the President, or in his absence, of any Vice President, it is desirable for this\n

\n\n

-14-\n

corporation to execute a proxy or written consent in respect to any shares or other securities\nissued by any other corporation and owned by this corporation, such proxy or consent shall be\nexecuted in the name of this corporation by the President or one of the Vice Presidents of this\ncorporation, without necessity of any authorization by the Board of Directors, affixation of\ncorporate seal or countersignature or attestation by another officer. Any person or persons\ndesignated in the manner above stated as the proxy or proxies of this corporation shall have full\nright, power and authority to vote the shares or other securities issued by such other corporation\nand owned by this corporation the same as such shares or other securities might be voted by this\ncorporation.\n

\n\n\n

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER\n

\n\n\n

6.01 Certificated and Uncertificated Shares. Shares of the corporation’s stock may be\ncertificated or uncertificated as provided under Wisconsin law. Certificates representing shares\nof the corporation shall be in such form, consistent with law, as shall be determined by the Board\nof Directors. Such certificates shall be signed by the President or a Vice President and by the\nSecretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered\nor otherwise identified. The name and address of the person to whom the shares represented thereby\nare issued, with the number of shares and date of issue, shall be entered on the stock transfer\nbooks of the corporation. All certificates surrendered to the corporation for transfer shall be\ncancelled and no new certificate shall be issued until the former certificate for a like number of\nshares shall have been surrendered and cancelled, except as provided in Section 6.05.\n

\n\n

6.02 Facsimile Signatures and Seal. The seal of the corporation on any certificates for\nshares may be a facsimile. The signatures of the President or Vice President and the Secretary or\nAssistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on\nbehalf of a transfer agent or a registrar, other than the corporation itself or an employee of the\ncorporation.\n

\n\n

6.03 Signature by Former Officers. In case any officer who has signed or whose facsimile\nsignature has been placed upon any certificate for shares and who shall have ceased to be such\nofficer before such certificate is issued, it may be issued by the corporation with the same effect\nas if he were such officer at the date of its issue.\n

\n\n

6.04 Transfer of Shares. Transfers of stock shall be made on the books of the corporation\nonly by the record holder of such stock, or by attorney lawfully constituted in\n

\n\n

-15-\n

writing, and, in the case of stock represented by a certificate, upon surrender of the\ncertificate. All certificates surrendered to the corporation for transfer shall be cancelled and\nno new certificate shall be issued until the former certificate for a like number of shares shall\nhave been surrendered and cancelled, except as provided in Section 6.05. Prior to due presentment\nof a certificate for shares for registration or transfer, and unless the corporation has\nestablished a procedure by which a beneficial owner of shares held by a nominee is to be recognized\nby the corporation as the shareholder, the corporation may treat the registered owner of such\nshares as the person exclusively entitled to vote, to receive notifications and otherwise to have\nand exercise all the rights and power of an owner. The corporation may require reasonable\nassurance that all transfer endorsements are genuine and effective and in compliance with all\nregulations prescribed by or under the authority of the Board of Directors.\n

\n\n\n

6.05 Lost Destroyed or Stolen Certificates. Where the owner claims that his certificate for\nshares has been lost destroyed or wrongfully taken, a new certificate shall be issued in place\nthereof if the owner (a) so requests before the corporation has notice that such shares have been\nacquired by a bona fide purchase, and (b) files with the corporation a sufficient indemnity bond,\nand (c) satisfies such other reasonable requirements as may be prescribed by or under the authority\nof the Board of Directors.\n

\n\n

6.06 Stock Regulations. The Board of Directors shall have the power and authority to make\nall such rules and regulations not inconsistent with the statutes of the State of Wisconsin as it\nmay deem expedient concerning the issue, transfer and registration of certificates representing\nshares of the corporation.\n

\n\n

ARTICLE VII. WAIVER OF NOTICE\n

\n\n\n

7.01 Written Waiver. Whenever any notice whatever is required to be given under the\nprovisions of the Wisconsin Business Corporation Law or under the provisions of the Articles of\nIncorporation or By-Laws, a waiver thereof in writing signed at any time, whether before or after\nthe time of the meeting, by the person or persons entitled to such notice shall be deemed\nequivalent to the giving of such notice. Such waiver by a shareholder in respect of any matter of\nwhich notice is required under any provision of The Wisconsin Business Corporation Law shall\ncontain the same information as would have been required to be included in such notice under any\napplicable provisions of said law, except that the time and place of meeting need not be stated.\n

\n\n

-16-\n

\n\n

7.02 Shareholder Waiver by Attendance. A shareholder’s attendance at a meeting, in person or\nby proxy, waives objection to both of the following:\n

\n\n

(a) Lack of notice or defective notice of the meeting, unless the shareholder at the\nbeginning of the meeting or promptly upon arrival objects to holding the meeting or transacting\nbusiness at the meeting.\n

\n\n\n

(b) Consideration of a particular matter at the meeting that is not within the purpose\ndescribed in the meeting notice, unless the shareholder objects to considering the matter when it\nis presented.\n

\n\n\n

7.03 Director Waiver by Attendance. A director’s attendance at or participation in a meeting\nof the Board of Directors or any committee thereof waives any required notice to him or her of the\nmeeting unless the director at the beginning of the meeting or promptly upon his or her arrival\nobjects to holding the meeting or transacting business at the meeting and does not thereafter vote\nfor or assent to action taken at the meeting.\n

\n\n

ARTICLE VIII.
\nUNANIMOUS CONSENT WITHOUT A MEETING\n

\n\n\n

Any action required by the Articles of Incorporation or By-Laws or any provision of the\nWisconsin Business Corporation Law to be taken at a meeting or any other action which may be taken\nat a meeting may be taken without a meeting if a consent in writing setting forth the action so\ntaken shall be signed by all of the shareholders, directors or members of a committee thereof\nentitled to vote with respect to the subject matter thereof and such consent shall have the same\nforce and effect as a unanimous vote.\n

\n\n

ARTICLE IX.
\nINDEMNIFICATION\n

\n\n\n

9.01 Extent of Indemnification. The company shall indemnify any person who was or is\nthreatened to be made a party to any threatened, pending or completed action, suit or proceeding,\nwhether civil, criminal, administrative or investigative (except such as relate to personal injury\nor death as provided in Section 9.02), by reason of the fact that he is or was a director, officer,\nemployee or agent of the company, or is or was serving at the request of the company as a director,\nofficer, employee or agent of another company, partnership, joint venture, trust or other\nenterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in\n

\n\n

-17-\n

settlement actually and reasonably incurred by him in connection with such action, suit or\nproceeding, to the extent and under the circumstances permitted by the Wisconsin Business\nCorporation Law.\n

\n\n\n

9.02 Specific Exceptions to Indemnification. The indemnification provided by this By-Law\nshall not create any duty or obligation of the company to indemnify any party in connection with\nany action, suit, proceeding or claim arising out of or based upon personal injury or death for\nwhich any such director, officer, employee or agent is alleged to have legal responsibility; nor\nshall such indemnification in any manner extend any liability or obligation of the company with\nrespect to any such matter involving personal injury or death beyond that which may otherwise exist\nby reason of any provision of law. The company may elect to grant such indemnification in such\nmatters if it is deemed to be in the company’s best interest, to the same extent as is provided in\nSection 9.03 for other actions, suits, proceedings or claims.\n

\n\n

9.03 Manner of Authorization. Indemnification under this Article IX (unless ordered by a\ncourt) shall be made as authorized in a specific case upon a determination that indemnification of\nthe director, officer, employee, or agent is proper in the circumstances because he has met the\napplicable standards of conduct set forth in the Wisconsin Business Corporation Law or that he\nacted in the best interests of the company. Such determination shall be made (1) by the Board of\nDirectors by a majority vote of a quorum consisting of directors who were not parties to such\naction, suit or proceeding, or (2) if such quorum is not obtainable, or even if obtainable, a\nquorum of disinterested directors so directs, by independent legal counsel in a written opinion, or\n(3) by shareholders. The foregoing right of indemnification shall not be deemed exclusive of any\nother rights to which those seeking indemnification may be entitled under any by-law agreement,\ninsurance, vote of shareholders or disinterested directors or otherwise, and shall continue as to a\nperson who has ceased to be a director, officer, employee or agent and shall inure to the benefit\nof the heirs, executors and administrators of such a person.\n

\n\n

ARTICLE X.
\nSEAL\n

\n\n\n

The Board of Directors shall provide a corporate seal which shall be circular in form and\nshall have inscribed thereon the name of the corporation and the state of incorporation and the\nwords, “Corporate Seal”.\n

\n\n

-18-\n

\n\n

ARTICLE XI
\nAMENDMENTS\n

\n\n\n

11.01 By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may\nbe adopted by the shareholders by affirmative vote of not less than a majority of the shares\npresent or represented at an annual or special meeting of the shareholders at which a quorum is in\nattendance.\n

\n\n

11.02 By Directors. These by-laws may also be altered, amended or repealed and new by-laws\nmay be adopted by the Board of Directors by affirmative vote of a majority of the number of\ndirectors present at any meeting at which a quorum is in attendance, but no by-law adopted by the\nshareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so\nprovides.\n

\n\n

11.03 Implied Amendments. Any action taken or authorized by the shareholders or Board of\nDirectors, which would be inconsistent with the By-laws then in effect, but is taken or authorized\nby a vote that would be sufficient to amend the By-laws so that the By-laws would be consistent\nwith such action, shall be given the same effect as though the By-laws had been temporarily amended\nor suspended so far, but only so far, as is necessary to permit the specific action so taken or\nauthorized.\n

\n\n\n

-19-\n

\n\n\n

Exhibit 10.1\n

\n\n\n

BRADY CORPORATION\n\n

\n\n

DIRECTORS’ DEFERRED COMPENSATION PLAN\n\n

\n\n

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005\n\n

\n\n

ARTICLE I\n\n

\n\n

INTRODUCTION\n\n

\n\n

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 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

\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

2.3 “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; provided, however,\nthat the Corporation may reject any such instrument tendered for filing if it contains successive\nbeneficiaries or contingencies unacceptable to it. If all Beneficiaries who survive Participant\nshall die before receiving the full amounts payable hereunder, then the payments shall be paid to\nthe estate of the Beneficiary last to die.\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).\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\n

\n\n

-2-\n

pay for medical expenses, including non-refundable deductibles, as well as for the costs of\nprescription drug medication, may constitute an Unforeseeable Emergency. Finally, the need to pay\nfor funeral expenses of a spouse or a dependent (as defined in Code section 152(a)) may also\nconstitute an Unforeseeable Emergency. Except as otherwise provided above, the purchase of a home\nand the payment of college tuition are not Unforeseeable Emergencies. Whether a Participant is\nfaced with an Unforeseeable Emergency is to be determined based on the relevant facts and\ncircumstances of each case.\n

\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 shall\nimmediately terminate upon such determination. To resume deferrals thereafter, a Participant must\nmake an election satisfying the provisions of Section 3.1, as the case may be, as those provisions\napply to someone who is already an Active Participant in the Plan.\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\n

\n\n

-3-\n

after the deferred compensation would otherwise have been paid to such Participant in the\nabsence of deferral.\n

\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

(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

\n\n\n

(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

\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

(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

-4-\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

(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. 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

(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\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\n

\n\n

-5-\n

\n\n\n

Participant’s Account balance shall at all times be a bookkeeping entry only and shall\nnot represent any investment made on the Participant’s behalf by the Corporation or any\ntrust; the Participant shall at all times remain an unsecured creditor of the Corporation.\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 balance. 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

(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\n

\n\n

-6-\n

\n\n\n

fixed dollar amount selected by the Participant for the number of years\nselected by the Participant. However, in the event the dollar amount\nselected is more than the value of the Account in any given year, the entire\nvalue of the Account will be distributed. Further, regardless of the method\nselected by the Participant, the final installment payment will include 100%\nof 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

(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

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 initial 30 day period, there shall be no In-Service Payment\nEvent Date, and the Distribution Date shall be the same distribution date which would apply under\nthat other plan. A “payment election form” shall mean the form established from time to time by\nthe Administrator which a Participant completes, signs and returns to the Administrator to make an\nelection under the Plan. To the extent authorized by the Administrator, such form may be provided\nelectronically and, in such case, need not be signed by the Participant. A Participant may change\nthe form of payment, or change a previously elected In-Service Payment Event Date and/or applicable\nDistribution Date by completing and filing a new payment election\n

\n\n

-7-\n

form with the Corporation, and the payment election form on file with the Corporation as of\nthe date of the Participant’s Payment Event shall be controlling. Notwithstanding the foregoing, a\npayment election form changing the Participant’s form of payment or changing a previously elected\nIn-Service Payment Date and/or applicable Distribution Date shall not be effective if the\nParticipant has a Payment Event within twelve months after the date on which the election change is\nfiled with the Corporation. Any change in the In-Service Payment Event Date must have the effect of\ndelaying the In-Service Payment Event Date to a date which is at least five (5) years after the\nIn-Service Payment Event Date previously in effect. Any change in payment method must have the\neffect of delaying the commencement of payments to a date which is at least five (5) years after\nthe initially scheduled commencement date of payment previously in effect. Any change in the\nDistribution Date must have the effect of delaying the commencement of payments to a date which is\nat least five (5) years after the initially scheduled Distribution Date. 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. For purposes of compliance with Code Section 409A, a series of installment payments is\ndesignated as a single payment rather than a right to a series of separate payments; therefore, a\nParticipant who has elected (or is deemed to have elected) any option under Section 6.1(a)(i) or\n(ii) may substitute any of the other options for the option originally selected as long as the\nforegoing one-year and five year rules are satisfied. A switch from the percentage method to the\nfixed dollar method or vice versa and a switch from either of those methods to the fractional\nmethod or vice versa is considered a substitution of a new option for the original option for\npurposes of this rule even if the number of yearly installments is not changed. The five year\ndelay rule does not apply if the revised payment method applies only upon the Participant’s death\nor disability. For this purpose, “disability” means that the Participant is unable to engage in\nany substantial gainful activity by reason of any medically determinable physical or mental\nimpairment which can be expected to result in death or can be expected to last for a continuous\nperiod 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. Distributions because of an\nUnforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency\nneed (which may include amounts necessary to pay any Federal, state, or local income taxes or\npenalties reasonably anticipated to result from the distribution). Determinations of amounts\nreasonably 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\nupon a payment due to an Unforeseeable Emergency. The payment may be made from any arrangement in\nwhich the Participant participates that provides for payment upon an Unforeseeable Emergency,\nprovided that the arrangement under which the payment was made must be designated at the time of\npayment.\n

\n\n

6.4 Delayed Distribution.\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\n

\n\n

-8-\n

\n\n\n

harm to the Corporation, and provided that the facts and circumstances indicate that\nthe Corporation entered into the loan agreement (including such covenant) or other similar\ncontract for legitimate reasons, and not to avoid the restrictions on deferral elections and\nsubsequent deferral elections under Code Section 409A.\n

\n\n\n

(b) 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

(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

6.5 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 the\nmanner described in Section 6.1(a)(iv)(B).\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 Account balance shall automatically be distributed to the Participant on or before\nthe later 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 from\nService if the total amount in such Account balance at the time of distribution, when aggregated\nwith all other amounts payable to the Participant under all arrangements benefiting the Participant\ndescribed in Section 1.409A-1(c) or any successor thereto, do not exceed $10,000. The foregoing\nlump sum payment shall be made automatically and any other distribution elections otherwise\napplicable with respect to the individual 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 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\n

\n\n

-9-\n

upon the Corporation’s records as to information pertinent to calculations or determinations\nmade pursuant to the Plan.\n

\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 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

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

-10-\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 review and response may\nbe made within the following 60 days. The Administrator’s decision shall include specific\nreasons for the decision, including references to the particular Plan provisions upon which\nthe decision is based, notification that the Claimant can receive or review copies of all\ndocuments, records and information relevant to the claim, and information as to the\nClaimant’s right to file suit under Section 502(a) of ERISA.\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

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

\n\n

-11-\n

however, that the Corporation may prospectively change the manner in which earnings are\ncredited or discontinue the crediting of earnings and, further, the Corporation may make any\namendment it deems necessary or desirable for purposes of compliance with the requirements of Code\nSection 409A and regulations thereunder.\n

\n\n\n

If this Plan is terminated, no additional deferrals or contributions shall be credited to any\nParticipant Account hereunder. Following Plan termination, Participants’ Accounts shall be paid at\nsuch time and in such form as provided under Article VI of the Plan. Notwithstanding the preceding\nsentence, either at the time of termination or on a subsequent date the Corporation may, in its\ndiscretion, determine to distribute the then existing Account balances of Participants and\nbeneficiaries and, following such distribution, there shall be no further obligation to any\nParticipant or beneficiary under this Plan; provided, however, that the authority granted to the\nCorporation under this sentence shall be implemented only to the extent permissible under Code\nSection 409A and regulations and other guidance issued by the Internal Revenue Service interpreting\nthe provisions of that Section.\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

8.4 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 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

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\n

\n\n

-12-\n

shall not be required to do so) to which the Corporation may in its discretion contribute\n(subject to the claims of the general creditors of the Corporation) the amounts credited to the\nAccount. If a grantor trust is so established, payment by the trust of the amounts due the\nParticipant or his Beneficiary hereunder shall be considered a payment by the Corporation for\npurposes of this Plan.\n

\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

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

8.9 Special rules for 2005-2006. 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, 2006, 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. Such election shall become\neffective after the last day upon which it is permitted to be made. In order to change any\nsuch election after December 31, 2006, the requirements of Section 6.2 hereof must be\nsatisfied.\n

\n\n

IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this\nPlan document on its behalf this 14th day of September, 2006, to be effective as of January 1,\n2005.\n

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

\n\n\n\n

-13-\n

\n\n\n

EXHIBIT 99\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

Brady Corporation reports record sales and earnings for fiscal 2006 fourth quarter and year\nend\n

\n\n

MILWAUKEE (September 13, 2006)—Brady Corporation (NYSE: BRC) today reported record results for\nits fiscal 2006 fourth quarter and fiscal year ended July 31, 2006.\n

\n\n\n

Sales in the fiscal 2006 fourth quarter rose 37 percent to $288.3 million compared to sales in\nthe fourth quarter of fiscal 2005 of $210.0 million. The increase was comprised of organic growth\nof 8 percent compared to the prior year’s quarter, with acquisitions adding 27 percent, and foreign\ncurrency translation contributing 2 percent to sales growth.\n

\n\n

Net income for the fiscal 2006 fourth quarter was up 40 percent to $22.5 million or $0.43 per\ndiluted Class A Common share, compared with $16.1 million or $0.32 per diluted Class A Common Share\nin the fourth quarter of fiscal 2005. Earnings per share in fiscal 2006 reflect issuance of\nadditional 4.6 million shares through an equity offering in the fourth quarter.\n

\n\n

Brady’s fiscal 2006 net sales rose 25 percent to $1.018 billion compared to $816.4 million in\nsales in fiscal 2005. Organic growth was 9 percent, acquisitions added 16 percent and foreign\ncurrency had a negligible impact on total sales results.\n

\n\n

Net income for fiscal 2006 rose 27 percent to $104.2 million or $2.07 per diluted Class A\nCommon Share, compared to $81.9 million or $1.64 per diluted Class A Common in fiscal 2005.\n

\n\n

“Fiscal 2006 was an outstanding year for Brady as we hit several important milestones, not the\nleast of which is for the first time in Brady’s history we reached sales in excess of $1 billion.\nThe year was also marked by a tremendous amount of activity, including 11 acquisitions; expansions\nin India, Slovakia and China; and a successful secondary offering of Brady stock,” said Brady\nPresident and Chief Executive Officer Frank M. Jaehnert.\n

\n\n

“In fiscal 2006 we were pleased to see solid organic growth, along with strong cash flow from\noperating activities of $115.3 million,” said Brady Vice President and Chief Financial\nOfficer David Mathieson. “With the recent acquisitions of Carroll, Daewon and CIPI, we now expect\nannual sales of between $1.225 and $1.25 billion in fiscal 2007. Earnings-per-share guidance\nremains unchanged from our June 5 post-equity-offering guidance of $2.18 to $2.27 per share which\nis consistent with net income of between $120 and $125 million.”\n

\n\n

A Webcast regarding fiscal 2006 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 7,000 people at operations in the Americas, Europe\nand Asia/Pacific. Brady’s fiscal 2005 sales were approximately $816 million. More information is\navailable on the Internet at www.bradycorp.com\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 Quarterly Report on Form 10-Q for the\nperiod ended April 30, 2006. These uncertainties may cause Brady’s actual future results to be\nmaterially different than those expressed in its forward-looking statements. Brady does not\nundertake to update its forward-looking statements.\n

\n\n\n

\n\n\n\n

Information by regional segment for the three and twelve months ended July 31, 2006 and 2005 is as follows:\n

\n\n

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


													Corporate and
(in Thousands)	Americas		Europe	Asia		Subtotals	Eliminations		Total
SALES TO EXTERNAL CUSTOMERS
Three months ended:
July 31, 2006	$	135,470		$	88,966		$	63,897		$	288,333			—		$	288,333
July 31, 2005		108,019			67,825			34,202			210,046			—			210,046

Twelve months ended:
July 31, 2006	$	498,916		$	319,432		$	200,088		$	1,018,436			—		$	1,018,436
July 31, 2005		417,780			274,691			123,976			816,447			—			816,447

SALES GROWTH INFORMATION
Three months ended July 31, 2006:
Base		5.2	%		7.7	%		20.8	%		8.6	%		—			8.6	%
Currency		1.4	%		2.4	%		2.9	%		1.9	%		—			1.9	%
Acquisitions		18.8	%		21.1	%		63.1	%		26.8	%		—			26.8	%
Total		25.4	%		31.2	%		86.8	%		37.3	%		—			37.3	%

Twelve months ended July 31, 2006:
Base		5.0	%		4.2	%		34.7	%		9.2	%		—			9.2	%
Currency		1.5	%		-4.3	%		1.6	%		-0.5	%		—			-0.5	%
Acquisitions		12.9	%		16.4	%		25.1	%		16.0	%		—			16.0	%
Total		19.4	%		16.3	%		61.4	%		24.7	%		—			24.7	%

SEGMENT PROFIT (LOSS)
Three months ended:
July 31, 2006	$	30,336		$	21,900		$	12,192		$	64,428			($2,893	)	$	61,535
July 31, 2005		24,227			18,496			8,830			51,553			(1,929	)		49,624
Percentage increase (decrease)		25.2	%		18.4	%		38.1	%		25.0	%		50.0	%		24.0	%

Twelve months ended:
July 31, 2006	$	122,525		$	83,970		$	49,316		$	255,811			($10,633	)	$	245,178
July 31, 2005		98,193			79,792			34,228			212,213			(4,845	)		207,368
Percentage increase		24.8	%		5.2	%		44.1	%		20.5	%		119.5	%		18.2	%

\n\n\n

NET INCOME RECONCILIATION (in thousands)\n

\n\n


	Three months ended:		Twelve months ended:
	July 31,		July 31,	July 31,		July 31,
	2006		2005	2006		2005
Total profit for reportable segments	$	64,428		$	51,553		$	255,811		$	212,213
Corporate and eliminations		(2,893	)		(1,929	)		(10,633	)		(4,845	)
Unallocated amounts:
Administrative costs		(24,650	)		(25,442	)		(88,662	)		(84,916	)
Investment and other income		(356	)		557			2,403			1,369
Interest expense		(5,311	)		(2,126	)		(14,231	)		(8,403	)

Income before income taxes		31,218			22,613			144,688			115,418
Income taxes		(8,741	)		(6,558	)		(40,513	)		(33,471	)

Net income	$	22,477		$	16,055		$	104,175		$	81,947

\n\n\n

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

\n\n


	Fiscal 2005
	Q1		Q2	Q3		Q4	Total
EBITDA (1)
Net income	$	20,357		$	20,579		$	24,956	$	16,055	$	81,947
Interest expense		2,139			2,037			2,101		2,126		8,403
Income taxes		9,580			8,811			8,522		6,558		33,471
Depreciation and amortization		6,775			6,478			6,738		6,831		26,822


EBITDA (non-GAAP measure)	$	38,851		$	37,905		$	42,317	$	31,570	$	150,643

\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\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 presented as a convenience to\nthem. EBITDA represents net income before interest expense, income taxes and depreciation and amortization. EBITDA is not\na calculation based on generally accepted accounting principles (GAAP). The amounts included in the EBITDA calculation,\nhowever, are derived from amounts included in the Condensed Consolidated Statements of Income data. EBITDA should not be\nconsidered as an alternative to net income or operating income as an indicator of the company’s operating performance, or as\nan alternative to operating cash flows as a measure of liquidity. The EBITDA measure presented may not always be comparable\nto similarly titled measures reported by other companies due to differences in the components of the calculation.

\n\n\n\n\n

\n\n\n

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


	(Unaudited)
	Three Months Ended July 31st			Twelve Months Ended July 31st
								Percentage										Percentage
	2006			2005			Change		2006		2005			Change
Net sales	$	288,333			$	210,046			37.3	%	$	1,018,436			$	816,447			24.7	%
Cost of products sold		144,429				101,119			42.8	%		492,681				383,171			28.6	%

Gross margin		143,904				108,927			32.1	%		525,755				433,276			21.3	%

Operating expenses:
Research and development		9,766				7,334			33.2	%		30,443				25,078			21.4	%
Selling, general and administrative		97,253				77,411			25.6	%		338,796				285,746			18.6	%

Total operating expenses		107,019				84,745			26.3	%		369,239				310,824			18.8	%

Operating income		36,885				24,182			52.5	%		156,516				122,452			27.8	%

Other income and (expense):
Investment and other income		(356	)			557			-163.9	%		2,403				1,369			75.5	%
Interest expense		(5,311	)			(2,126	)		149.8	%		(14,231	)			(8,403	)		69.4	%


Income before income taxes		31,218				22,613			38.1	%		144,688				115,418			25.4	%

Income taxes		8,741				6,558			33.3	%		40,513				33,471			21.0	%


Net income	$	22,477			$	16,055			40.0	%	$	104,175			$	81,947			27.1	%


Per Class A Nonvoting Common Share:
Basic net income	$	0.44			$	0.33			33.3	%	$	2.10			$	1.67			25.7	%
Diluted net income	$	0.43			$	0.32			34.4	%	$	2.07			$	1.64			26.2	%
Dividends	$	0.13			$	0.11			18.2	%	$	0.52			$	0.44			18.2	%

Per Class B Voting Common Share:
Basic net income	$	0.44			$	0.33			33.3	%	$	2.09			$	1.66			25.9	%
Diluted net income	$	0.43			$	0.32			34.4	%	$	2.05			$	1.63			25.8	%
Dividends	$	0.13			$	0.11			18.2	%	$	0.50			$	0.42			19.0	%

Weighted average common shares outstanding (in Thousands):
Basic		50,791				49,240						49,494				48,967
Diluted		51,672				50,232						50,385				49,859

\n\n\n

BRADY CORPORATION AND SUBSIDIARIES
\nCONDENSED CONSOLIDATED BALANCE SHEETS\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 \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, 2006			July 31, 2005

ASSETS

Current assets:
Cash and cash equivalents	$	113,008			$	72,970
Short term investments		11,500				7,100
Accounts receivable, less allowance for losses ($6,390 and $3,726, respectively)		187,907				123,453
Inventories:
Finished Products		59,365				38,827
Work-in-process		12,850				9,681
Raw materials and supplies		37,702				22,227

Total inventories		109,917				70,735
Prepaid expenses and other current assets		36,825				28,114


Total current assets		459,157				302,372

Other assets:
Goodwill		587,642				332,369
Other Intangible assets, net		134,111				71,647
Deferred Income Taxes		34,135				39,043
Other		10,235				6,305


Total other assets		766,123				449,364

Property, plant and equipment:
Cost:
Land		6,548				6,388
Buildings and improvements		78,418				65,007
Machinery and equipment		198,426				157,093
Construction in progress		12,098				6,510


		295,490				234,998
Less accumulated depreciation		155,584				136,587


Net property, plant and equipment		139,906				98,411


Total	$	1,365,186			$	850,147


LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current liabilities:
Accounts payable	$	78,585			$	52,696
Wages and amounts withheld from employees		61,778				49,620
Taxes, other than income taxes		6,231				4,815
Accrued income taxes		25,675				24,028
Other current liabilities		46,763				29,649
Short-term borrowings and current maturities on long-term debt		20				4


Total current liabilities		219,052				160,812

Long-term obligations, less current maturities		350,018				150,026

Other liabilities		50,502				42,035


Total liabilities		619,572				352,873

Stockholders’ investment:
Common stock:

Class A nonvoting common stock — Issued 50,481,743 and 45,877,543 shares,		505				458
respectively and outstanding 50,188,842 and 45,792,199 shares, respectively

Class B voting common stock — Issued and outstanding, 3,538,628 shares		35				35
Additional paid-in capital		258,922				99,029
Income retained in the business		460,991				382,880
Treasury Stock - 292,901 and 85,344 shares, respectively of Class A\nnonvoting common stock, at cost		(10,865	)			(1,575	)
Accumulated other comprehensive income		35,264				17,497
Other		762				(1,050	)


Total stockholders’ investment		745,614				497,274


Total	$	1,365,186			$	850,147

\n\n\n

BRADY CORPORATION AND SUBSIDIARIES
\nCONSOLIDATED STATEMENTS OF CASH FLOWS\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


	(Unaudited)
	Twelve Months Ended
	31-Jul
	2006			2005			2004
Operating activities:
Net income	$	104,175			$	81,947		$	50,871
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,144				26,822			20,190
Gain on Foreign Currency Contract		(1,516	)			—			—
Income tax benefit from the exercise of stock options		—				5,385			4,406
Deferred Income taxes		(1,843	)			(2,653	)		5,172
Loss on sale or disposal of property, plant & equipment		124				743			321
Provision for losses on accounts receivable		1,152				1,216			1,450
Non-cash portion of stock-based compensation expense		5,568				5,579			1,927
Net restructuring charge accrued liability		—				—			3,221
Changes in operating assets and liabilities (net of effects of business acquisitions):
Accounts receivable		(13,620	)			(7,132	)		(11,979	)
Inventories		(16,961	)			(11,847	)		(6,791	)
Prepaid expenses and other assets		(2,163	)			(3,572	)		2,168
Accounts payable and accrued liabilities		10,421				8,827			15,210
Income taxes		492				9,662			(393	)
Other liabilities		(5,643	)			4,126			1,873

Net cash provided by operating activities		115,330				119,103			87,646

Investing activities:
Acquisition of businesses, net of cash acquired		(347,681	)			(79,926	)		(228,928	)
Purchases of short-term investments		(150,900	)			(50,025	)		(38,450	)
Sales of short-term investments		146,500				48,075			42,850
Purchases of property, plant and equipment		(39,410	)			(21,920	)		(14,892	)
Purchase of Foreign Currency Contract		(2,134	)			—			—
Proceeds from sale of property, plant and equipment		546				390			448
Other		(2,203	)			(1,686	)		(1,533	)

Net cash used in investing activities		(395,282	)			(105,092	)		(240,505	)

Financing activities:
Payment of dividends		(26,064	)			(21,291	)		(19,805	)
Proceeds from issuance of common stock		166,664				15,734			19,422
Principal payments on debt		(417,601	)			(85,604	)		(161,578	)
Proceeds from issuance of debt		615,730				83,000			310,000
Purchase of treasury stock		(24,683	)			(1,551	)		(564	)
Income tax benefit from the exercise of stock options		4,912				—			—
Debt issue costs		—				—			(1,372	)

Net cash provided by (used in) financing activities		318,958				(9,712	)		146,103
Effect of exchange rate changes on cash		1,032				(117	)		6,939

Net increase in cash and cash equivalents		40,038				4,182			183
Cash and cash equivalents, beginning of period		72,970				68,788			68,605

Cash and cash equivalents, end of period		113,008				72,970			68,788


Supplemental disclosures:
Cash paid during the period for:
Interest, net of capitalized interest	$	8,991				7,836			506
Income taxes, net of refunds		37,661				19,358			10,977
Acquisitions:
Fair value of asset acquired, net of cash	$	167,900				60,193			96,656
Liabilities assumed		(63,667	)			(35,113	)		(8,674	)
Goodwill		247,098				54,846			140,946
Effect of foreign currency contract		(3,650	)			—			—

Net cash paid for acquisitions	$	347,681				79,926			228,928

\n\n\n\n


Exhibit No.		Description of Exhibit

3.2\n		Bylaws of Brady Corporation, as amended.

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

99\n		Press Release of Brady Corporation, dated September 13, 2006.


EXHIBIT
NUMBER		DESCRIPTION

3.2\n		Bylaws of Brady Corporation, as amended.

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

99\n		Press Release of Brady Corporation, dated September 13, 2006.

BRADY CORPORATION

/s/ Frank M. Jaehnert

/s/ Conrad G. Goodkind


\n		BRADY CORPORATION

Date: September 15, 2006\n		/s/ David Mathieson
\n
\n		David Mathieson
\n		Vice President & Chief Financial Officer
\n		\n