FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement ("First Amendment") is made as of August 1, 1996 by and
between LAWSON PRODUCTS, INC., a Delaware corporation ("Company") and JEROME SHAFFER
U N D E R S T A N D I N G S:
The parties to this First Amendment previously entered into an Employment Agreement dated December 14,
1972 ("Employment Agreement") . The parties desire to amend the Employment Agreement in certain respects.
NOW, THEREFORE, in consideration of the undertakings of the parties hereto and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is agreed:
1. The Employment Agreement is hereby amended by deleting Paragraph A in its entirety and replacing it with the
"A. Shaffer has been Treasurer and Vice President of the Company for many years, presently serves in such
capacity and shall continue to serve to serve the Company in accordance with the Employment Agreement, as
2. The Employment Agreement is hereby further amended by deleting Paragraph F in its entirety and replacing it
with the following:
"F. The term of Shaffer's employment with the Company shall be through December 31, 1999 (the "Term").
Unless terminated as provided herein, the Term shall be automatically extended for additional one year terms.
The Employment Agreement, as amended hereby, may be terminated effective on or after December 31, 1999
by either party upon at least one year's prior notice to the other. Such notice shall be deemed to have been given
if delivered personally, by facsimile transmission, or if mailed, postage prepaid, by United States registered or
certified mail, return receipt requested, or if delivered by a recognized overnight courier, addressed to the regular
mailing address of the party being notified or to such other address or addresses as the party to be given notice
may have furnished in writing to the party givi