S-8

As filed with the Securities and Exchange Commission on July 17, 2003

Registration No.          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

OHIO (State or Other Jurisdiction of Incorporation or Organization)		34-1860551 (I.R.S. Employer Identification No.)
	22801 St. Clair Avenue Cleveland, Ohio 44117-1199

(Address of Principal Executive Offices Including Zip Code)

The Lincoln Electric Company
Employee Savings Plan

(Full Title of the Plan)

Frederick G. Stueber, Esq.
Senior Vice President, General Counsel and Secretary
Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
(Name and Address of Agent For Service)
(216) 481-8100
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of			Proposed Maxi-		Proposed Maxi-		Amount of
Securities to	Amount to be		mum Offering		mum Aggregate		Registration
be Registered	Registered(1)		Price Per Share(2)		Offering Price (2)		Fee
Common Shares without par value		1,000,000	$	21.87	$	21,870,000	$	1,769.28

(1)	Pursuant to Rule 416(i) of the Securities Act of 1933 (“Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered pursuant to The Lincoln Electric Company Employee Savings Plan (“Plan”).
(2)	Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of the Common Stock on The NASDAQ Stock Market, Inc. on July 14, 2003, within five business days prior to filing.

Exhibit Index Appears on Page 6

Part II

          Pursuant to General Instruction E to Form S-8, the contents of Registration Statement 33-64187 on Form S-8 as filed by The Lincoln Electric Company (predecessor to Lincoln Electric Holdings, Inc.) with the Securities and Exchange Commission (“SEC”) on November 13, 1995 and Post-Effective Amendment No. 1 to Registration Statement 33-64187 on Form S-8 as filed by Lincoln Electric Holdings, Inc. (“Registrant”) with the SEC on June 30, 1998 are incorporated herein by reference.

Item 8.   Exhibits

4(a)	Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registrant’s Registration Statement on Form S-4 of the Registration No. 333-50435, filed on April 17, 1998, and incorporated herein by reference and made a part hereof).
4(b)	Amended Code of Regulations of the Registrant (filed as Exhibit 3(b) to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2000, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
4(c)	The Lincoln Electric Company Employee Savings Plan (filed as Exhibit 4(c) to Registrant’s Registration Statement on Form S-8, Registration No. 33-64187, filed on November 13, 1995, and incorporated herein by reference and made a part hereof).
4(d)	Amendment No. 1 to the Plan.
4(e)	Amendment No. 2 to the Plan.
4(f)	Amendment No. 3 to the Plan.
4(g)	Amendment No. 4 to the Plan.
4(h)	Amendment No. 5 to the Plan.
4(i)	Amendment No. 6 to the Plan.
4(j)	Amendment No. 7 to the Plan.
4(k)	Amendment No. 8 to the Plan.
4(l)	Amendment No. 9 to the Plan.
4(m)	Amendment No. 10 to the Plan.
4(n)	Amendment No. 11 to the Plan.
4(o)	Amendment No. 12 to the Plan.
4(p)	Amendment No. 13 to the Plan.
4(q)	Amendment No. 14 to the Plan.
5	Internal Revenue Service Determination Letter dated March 22, 1996 relating to the Plan and Amendment Nos. 1 and 2.
	Registrant has submitted Amendment Nos. 3 through 12 to the Plan to the Internal Revenue Service (the “IRS”) and undertakes to submit Amendment Nos. 13 and No. 14 and any subsequent amendments thereto to the IRS in a timely manner and will make all changes required by the IRS in order to maintain the qualified status of the Plan.

2

23	Consent of Independent Auditors, Ernst & Young LLP.
24	Power of Attorney.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on July 17, 2003.

	LINCOLN ELECTRIC HOLDINGS, INC.
By:	/s/ H. Jay Elliott H. Jay Elliott, Senior Vice President, Chief Financial Officer and Treasurer

3

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on July 17, 2003.

Signature	Title
* Anthony A. Massaro	Chairman of the Board, President and Chief Executive Officer (principal executive officer)
* H. Jay Elliott	Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
* Harold L. Adams	Director
* Harry Carlson	Director
* Ranko Cucuz	Director
* David H. Gunning	Director
* Robert J. Knoll	Director
* Paul E. Lego	Director
* G. Russell Lincoln	Director
* Kathryn Jo Lincoln	Director
*
Henry L. Meyer III	Director
*
Hellene S. Runtagh	Director
*
Frank L. Steingass	Director
*
John M. Stropki, Jr.	Director, Executive Vice President and Chief Operating Officer

          * Frederick G. Stueber, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors thereof (constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission.

July 17, 2003 By: /s/ Frederick G. Stueber Frederick G. Stueber, Attorney-in-Fact

4

SIGNATURES

          Pursuant to the requirements of the Securities Act, The Lincoln Electric Company Employee Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 17th day of July, 2003.

THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN
By:	Lincoln Electric Holdings, Inc., Plan Administrator

By: /s/ H. Jay Elliott H. Jay Elliott,
Senior Vice President, Chief Financial
Officer and Treasurer

5

EXHIBIT INDEX

4(a)	Restated Articles of Incorporation of the Registrant (filed as Annex B to the Registrant’s Registration Statement on Form S-4 of the Registration No. 333-50435, filed on April 17, 1998, and incorporated herein by reference and made a part hereof).
4(b)	Amended Code of Regulations of the Registrant (filed as Exhibit 3(b) to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2000, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
4(c)	The Lincoln Electric Company Employee Savings Plan (filed as Exhibit 4(c) to Registrant’s Registration Statement on Form S-8, Registration No. 33-64187, filed on November 15, 1995, and incorporated herein by reference and made a part hereof).
4(d)	Amendment No. 1 to the Plan.
4(e)	Amendment No. 2 to the Plan.
4(f)	Amendment No. 3 to the Plan.
4(g)	Amendment No. 4 to the Plan.
4(h)	Amendment No. 5 to the Plan.
4(i)	Amendment No. 6 to the Plan.
4(j)	Amendment No. 7 to the Plan.
4(k)	Amendment No. 8 to the Plan.
4(l)	Amendment No. 9 to the Plan.
4(m)	Amendment No. 10 to the Plan.
4(n)	Amendment No. 11 to the Plan.
4(o)	Amendment No. 12 to the Plan.
4(p)	Amendment No. 13 to the Plan.
4(q)	Amendment No. 14 to the Plan.
5	Internal Revenue Service Determination Letter dated March 22, 1996 relating to the Plan and Amendment Nos. 1 and 2.
	Registrant has submitted Amendment Nos. 3 through 12 to the Plan to the Internal Revenue Service (the “IRS”) and undertakes to submit Amendment Nos. 13 and 14 and any subsequent amendments thereto to the IRS in a timely manner and will make all changes required by the IRS in order to maintain the qualified status of the Plan.
23	Consent of Independent Auditors, Ernst & Young LLP.
24	Power of Attorney.

6 EX-4.D 3 l01847aexv4wd.txt EX-4(D) AMENDMENT #1 TO THE PLAN Exhibit 4(d) AMENDMENT NO. 1 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 1 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994). The provisions of this Amendment shall be effective as of November 1, 1994. I. Section 1.1(22) and Section 3.5(1) of the Plan are hereby amended by deleting the reference to "section 402(a)(8)" and substituting therefor "section 402(e)(3)". II. Section 1.1(27) of the Plan is hereby amended in its entirety to read as follows: "(27) Enrollment Date: November 16, 1994, the first day of each January, April, July and October thereafter, and the Wednesday immediately preceding each Thanksgiving Day after 1994." III. Section 1.1(31)(a) of the Plan is hereby amended by deleting the words "Unless the Company elects one of the simplified methods contained in section 414(q)(12) of the Code or Revenue Procedure 93-42," and substituting therefor the following: "Unless the Company elects one of the simplified methods contained in section 414(q)(12) of the Code or Section 4 of Revenue Procedure 93-42 (including, if elected, the use of a 'snapshot day' as provided in such Procedure) the provisions of which are hereby incorporated by reference," IV. Section 6.6(2) of the Plan is hereby amended in its entirety to read as follows: "(2)(a) To the extent required under the Code, distributions under the Plan shall be made in a manner which satisfies section 401(a)(9) of the Code and Treasury Regulations issued thereunder (including the incidental death benefit requirement of Prop. Treas. Reg. Section 1.401(a)(9)(2), which provisions and Regulations are incorporated into the Plan by reference; provided, however, that such provisions of the Code and Regulations shall override the other distribution provisions of the Plan only to the extent that such other Plan provisions provide for distribution that is less rapid than required under the provisions of the Code and Regulations. Nothing contained in this Section shall be construed as providing any optional forms of payment that are not available under the other distribution provisions of the Plan. (b) To the extent required by section 401(a)(9) of the Code, the Vested Interest of a Member who has not commenced receiving a distribution under the Plan shall commence to be distributed to such Member not later than April 1 of the calendar year following the calendar year in which he attains age 70 1/2. (c) The Vested Interest of a Member described in paragraph (b) of this Subsection shall be distributed in the manner described in Section 6.3 (as if the Member has incurred an Employment Severance, whether or not the Member has in fact incurred an Employment Severance), provided that the amount distributed in any year shall not be less than the amount required to be distributed under section 401(a)(9) of the Code and the Regulations issued thereunder. For purposes of determining the amount to be distributed in any year pursuant to this paragraph, a Member's Vested Interest shall be based on the value of the Member's Account on the Valuation Date immediately preceding the date of the distribution. (d) If distributions to a Member have commenced and the Member dies before his entire Vested Interest has been distributed to him, the remaining portion of such Interest shall be distributed at least as rapidly as under the method of distribution being used as of the date of the Member's death. (e) If a Member dies before the distribution of his Vested Interest has commenced, his Vested Interest shall be distributed as provided in Section 6.2 or 6.4, as applicable." EXECUTED at Cleveland, Ohio, this 16th day of December, 1994. THE LINCOLN ELECTRIC COMPANY By /s/ H. Jay Elliot ----------------------------- Title: Vice President, CFO Treasurer and Acting Secretary And ____________________________ Title: 2 EX-4.E 4 l01847aexv4we.txt EX-4(E) AMENDMENT #2 TO THE PLAN Exhibit 4(e) AMENDMENT NO. 2 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 2 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994). I. Effective as of July 1, 1995, Section 1.1(17) of the Plan is hereby amended by (i) deleting the words "or provisional" and (ii) restating clause (b) thereof to read as follows: "(b) prior to July 1, 1995, any Employees of the Harris Calorific Division of the Company." II. Effective as of November 1, 1994, Section 12.2 of the Plan is hereby amended in its entirety to read as follows: "12.2 Costs and Expenses. The costs and expenses incurred in connection with the administration of the Plan and Trust Fund shall be paid from the Trust Fund; provided, however, that the Company, in its absolute discretion, may elect at any time to pay part or all thereof directly, but any such election shall not bind the Company as to its right to elect with respect to the same or other expenses at any other time to have such expenses reimbursed or paid from the Trust Fund." EXECUTED at Cleveland, Ohio, this 19th day of June, 1995. THE LINCOLN ELECTRIC COMPANY By: /s/ Harry Carlson ------------------------------------- Title: Vice Chairman And /s/ Frederick G. Stueber ------------------------------------- Title: Secretary EX-4.F 5 l01847aexv4wf.txt EX-4(F) AMENDMENT #3 TO THE PLAN Exhibit 4(f) AMENDMENT NO. 3 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 3 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994). I. Effective as of October 1, 1995, Section 5.7(3) of the Plan is hereby amended by (i) deleting from the first sentence thereof the words "and shall be expressed in a multiple of $100" and (ii) inserting immediately after the second sentence thereof the following: "Notwithstanding the preceding sentence, a Member who has a loan outstanding and is otherwise entitled to a loan under this Section may obtain (not more frequently than once in any calendar year) a new loan, provided that (a) on the effective date of the new loan the outstanding balance of the existing loan is paid in full with a portion of the proceeds of the new loan, and (b) the repayment period of the new loan does not extend beyond five years from the issuance date of the existing loan, or the issuance date of the earliest predecessor loan, whichever is earlier. For purposes of the preceding sentence, a "predecessor loan" is any loan issued under this Section which was paid in full with the proceeds of any other loan issued under this Section that remains outstanding." II. Effective as of November 1, 1994 clause (a) of Section 5.7(4) of the Plan is hereby amended to read as follows: "(a) direct the Trustee to liquidate the Member's interest in the Investment Funds, on a pro rata basis, to the extent necessary to provide funds for the loan," III. Effective as of October 1, 1995, Section 5.7(5)(d)(iii) of the Plan is hereby amended in its entirety to read as follows: "(iii) repayment within a specified period of time which shall not extend beyond five years, unless the loan is used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Member, in which case the maximum repayment period shall not extend beyond fifteen years." IV. Effective as of October 1, 1995, Article VI of the Plan is hereby amended by adding the following new Section at the end thereof: "6.11 Distribution of Company Stock. Notwithstanding the preceding provisions of this Article, a Member or Beneficiary who is eligible to receive a distribution pursuant to this Article 6 (other than pursuant to Section 6.7) may elect to receive that portion of his distribution which is attributable to his interest in the Company Stock Fund in the form of whole shares of Company Stock with any fractional shares of Company Stock in cash." 2 EXECUTED at Cleveland, Ohio, this 27th day of September, 1995. THE LINCOLN ELECTRIC COMPANY By /s/ H. Jay Elliott ----------------------------------------- Title: Vice President, Chief Financial Officer and Treasurer And /s/ Frederick G. Stueber ---------------------------------------- Title: General Counsel and Secretary 3 EX-4.G 6 l01847aexv4wg.txt EX-4(G) AMENDMENT #4 TO THE PLAN Exhibit 4(g) AMENDMENT NO. 4 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 4 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994). I. Effective as of January 1, 1997, Section 1.1(12) of the Plan is hereby amended in its entirety to read as follows: "(12) Company Stock: Voting Common Shares, without par value and non-voting Class A Common Shares, without par value, of the Company." II. Effective as of January 1, 1997, Section 1.1(13) of the Plan is hereby deleted and the following Subsections are substituted therefor: "(13) Company Non-Voting Stock Fund: An Investment Fund invested primarily in non-voting Class A Common Shares, without par value, of the Company. (13A) Company Voting Stock Fund: An Investment Fund invested primarily in voting Common Shares, without par value, of the Company." III. Effective as of January 1, 1997, Section 1.1(36) of the Plan is hereby amended in its entirety to read as follows: "(36) Matching Employer Contribution Percentage: Twenty-five (25) percent or such other percentage as the Company shall establish for a Plan Year on or before the date or dates on which Matching Employer Contributions, if any, are made for such Plan Year, to apply against Members' Before-Tax Contributions to determine the Matching Employer Contributions for such Plan Year." IV. Effective as of January 1, 1997, Section 3.2 of the Plan is hereby amended in its entirety to read as follows: "3.2 Payments to Trustee. Before-Tax Contributions shall be transmitted to the Trustee as soon as practicable, but in any event not later than the 15th business day of the month following the month in which such Contributions would otherwise have been paid to the Members." V. Effective as of January 1, 1997, the first sentence of Section 4.1 of the Plan is hereby amended by deleting the second parenthetical phrase set forth therein and substituting therefor the following: "(not in excess of 6% of Compensation or such other percentage specified by the Company before the beginning of the Plan Year)." VI. Effective as of January 1, 1997, Section 4.3 of the Plan is hereby amended in its entirety to read as follows: "4.3 Allocation of Matching Employer Contributions. Each Employer's Matching Employer Contributions made for a Plan Year shall, subject to the provisions of Sections 3.5(3), 3.6(5) and 3.7(3), be allocated and credited to the Account of each Employee of the Employer who is entitled to receive a Matching Employer Contribution and for whom Before-Tax Contributions were made during such Plan Year, with each such Employee being credited with a portion of such Employer's Matching Employer Contribution equal to the Matching Employer Contribution Percentage of the Before-Tax Contributions (not in excess of 6% of Compensation or such other percentage specified by the Company before the beginning of the Plan Year) made for him pursuant to 3.1. An Employee of the Employer for whom Before-Tax Contributions are made shall be entitled to receive an allocation of Matching Employer Contributions in accordance with the preceding sentence, unless such Before-Tax Contributions are made for any period while he was an Employee of the Harris Calorific Division or Sealseat Division of the Company." 2 VII. Effective as of January 1, 1997, the second sentence of Section 5.1 of the Plan is hereby amended to read as follows: "Notwithstanding the foregoing, the Investment Committee shall direct the Trustee to establish and maintain a Company Voting Stock Fund and a Company Non-Voting Stock Fund as two of the Investment Funds." VIII. Effective as of January 1, 1997, the first sentence of Section 5.5 of the Plan is hereby deleted and the following new sentences are substituted therefor: "Each Member may, pursuant to rules and procedures adopted by the Administrative Committee, direct that Before-Tax, Rollover and Employer Contributions, other than Matching Employer Contributions, made by or for him shall be invested in any or all of the Investment Funds. Matching Employer Contributions shall be invested in the Company Non-Voting Stock Fund (or in such other Investment Fund as the Investment Committee shall designate for such purpose) and shall not be subject to the Members' investment directions." IX. Effective as of January 1, 1997, the last sentence of Section 5.7(1) of the Plan is hereby amended to read as follows: "Each loan shall be charged against the Member's Vested Interest in his Sub-Accounts as follows: first, against the Member's Rollover Contributions Sub-Account, if any; second, to the extent necessary against the Member's Before-Tax Contributions Sub-Account; third, to the extent necessary against the Member's Qualified Nonelective Contributions Sub-Account, if any; fourth, to the extent necessary, against the Member's Matching Employer Contributions Sub-Account, if any; and fifth, to the extent necessary against the Member's Profit Sharing Contributions Sub-Account, if any." X. Effective as of January 1, 1997, Section 6.7 of the Plan is hereby amended in its entirety to read as follows: "6.7 Withdrawals on Account of Hardship. (1) Upon not less than 30 days prior written notice filed with the Administrative Committee, effective as of any Valuation Date, a Member who is an Employee and who has obtained all distributions and withdrawals (other than for Hardship) and all nontaxable loans then available under all plans maintained by the Controlled Group, may request, on a form provided by and filed with the Committee, a withdrawal on account of Hardship of all or a part of his Vested Interest in the following Sub-Accounts: Rollover Contributions Sub-Account, Before-Tax Contributions Sub-Account (excluding any earnings allocated thereto), 3 Qualified Nonelective Contributions Sub-Account, Matching Employer Contributions Sub-Account and Profit Sharing Contributions Sub-Account. Upon making a determination that the Member is entitled to a withdrawal on account of Hardship, the Committee shall direct the Trustee to distribute to such Member the amount requested and charge the amount of the withdrawal to the Member's Sub-Accounts in the order set forth in the preceding sentence, provided, however, that the amount of the withdrawal shall not be in excess of the amount necessary to alleviate such Hardship. If a withdrawal on account of Hardship is made by a Member pursuant to this Subsection, the following rules shall apply notwithstanding any other provision of the Plan (or any other plan maintained by the Controlled Group) to the contrary: (a) the Member's Before-Tax Contributions to the Plan (or any comparable contributions to any other plan maintained by the Controlled Group) shall be suspended for a period of 12 months following receipt of the Hardship withdrawal; and (b) the amount of the Member's Before-Tax Contributions (and any comparable contributions to any other plan maintained by the Controlled Group) for the Member's taxable year immediately following the taxable year of the Hardship withdrawal shall not be in excess of the applicable limit under section 402(g) of the Code for such next taxable year less the amount of such Member's Before-Tax Contributions (and any comparable contributions to any other plan maintained by the Controlled Group) for the taxable year of the Hardship withdrawal. A Member who has made a withdrawal pursuant to this Section and who desires to resume having Before-Tax Contributions made for him may do so, as of any Valuation Date after the expiration of the suspension period specified in this Section, if he is then an Eligible Employee and he again enrolls as a contributing Member pursuant to Sections 2.2 and 3.1. (2) Withdrawals from a Member's Sub-Accounts made pursuant to this Section shall be allocated among the Investment Funds in the same proportion as the value (determined as of the Valuation Date which is the effective date of such withdrawal) of such Member's Sub-Accounts invested in each such Investment Fund bears to the total value (determined as of such Valuation Date) of such Sub-Accounts." 4 XI. Effective as of January 1, 1997, Section 6.11 of the Plan is hereby amended in its entirety to read as follows: "6.11 Distribution of Company Stock. Notwithstanding the preceding provisions of this Article, a Member or Beneficiary who is eligible to receive a distribution pursuant to this Article VI (other than pursuant to Section 6.7) may elect to receive that portion of his distribution which is attributable to his interest in the Company Voting Stock Fund or in the Company Non-Voting Stock Fund in the form of whole shares of the Company Stock invested in such Fund, with any fractional shares of such Stock in cash." EXECUTED at Cleveland, Ohio, this 31st day of December, 1996. THE LINCOLN ELECTRIC COMPANY By /s/ Frederick G. Stueber ---------------------------------------- Title: Senior Vice President, General Counsel, and Secretary And________________________________________ Title: 5 EX-4.H 7 l01847aexv4wh.txt EX-4(H) AMENDMENT #5 TO THE PLAN Exhibit 4(h) AMENDMENT NO. 5 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 5 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994). The provisions of this Amendment shall be effective as of July 1, 1997. I. Article I of the Plan is hereby amended by inserting the following new Subsection immediately following Section 1.1(28): "(28A) ESOP Contributions: Amounts attributable to contributions, plus gains and losses thereon, which were held prior to July 1, 1997 in The Lincoln Electric Company Employee Stock Ownership Plan, a frozen profit sharing plan which was merged into the Plan effective July 1, 1997." II. Clause (a) of Section 1.1(53) of the Plan is hereby amended to read as follows: "(a) is derived from his Before-Tax Contributions, Rollover Contributions, ESOP Contributions and Qualified Nonelective Contributions and" III. Article III of the Plan is hereby amended by inserting the following new Section at the end thereof: "3.11 Transfers of Assets to this Plan from Other Plans. (1) The Trustee shall, at the direction of the Company, receive and thereafter hold all amounts which may be transferred to it from a trust held under another plan which meets the requirements of sections 401(a) and 501(a) of the Code and which is not subject to the funding standards of section 412 of the Code. (2) An Employee who has ESOP Contributions transferred to the Trust Fund on his behalf and who is otherwise not a Member shall be deemed to be a Member on and after the date of such transfer for all purposes of the Plan other than Articles III and IV." IV. The first sentence of Section 5.1(1) of the Plan is hereby amended to read as follows: "The Trust Fund shall be divided into such Investment Funds as the Investment Committee shall from time to time determine, and all Before-Tax Contributions, Rollover Contributions, ESOP Contributions and Employer Contributions shall be invested therein as provided in Section 5.5." V. The first sentence of Section 5.2 of the Plan is hereby amended to read as follows: "The Company shall establish and maintain, or cause to be established and maintained, an Account for each Member, which Account shall reflect, pursuant to Sub-Accounts established and maintained thereunder, the amount, if any, of the Member's (a) Before-Tax Contributions, (b) Rollover Contributions, (c) ESOP Contributions, (d) Matching Employer Contributions, (e) Qualified Nonelective Contributions, and (f) Profit Sharing Contributions." VI. The second sentence of Section 5.4(2) of the Plan is hereby amended by inserting ", ESOP Contributions" immediately after the words "Rollover Contributions". VII. The first two sentences of Section 5.5 of the Plan (as amended by Amendment No. 4) are hereby deleted and the following sentences are substituted therefor: "Each Member may, pursuant to rules and procedures adopted by the Administrative Committee, direct that Before-Tax, Rollover, and Employer Contributions, other than Matching Employer Contributions, made by or for him shall be invested in any or all of the Investment Funds. Matching Employer Contributions shall be invested in the Company Non-Voting Stock Fund (or in such other Investment Fund as the Investment Committee shall designate for such purpose) and shall not be subject to the Members' investment directions. ESOP Contributions shall be invested in the Company Voting Stock Fund and the Company Non-Voting Stock Fund, as applicable, and shall not be subject to the Members' investment directions." 2 VIII. The last sentence of Section 5.7(1) (as amended by Amendment No. 4) of the Plan is hereby amended by (i) deleting the word "and" where it appears before the word "fifth", and (ii) deleting the period at the end thereof and substituting therefor the following: "; and sixth, to the extent necessary, against the Member's ESOP Contributions Sub-Account, if any." IX. The first sentence of Section 6.7(1) of the Plan (as amended by Amendment No. 4) is hereby amended by deleting the phrase "and Profit Sharing Contributions Sub-Account" before the period at the end thereof and substituting therefor the following: ", Profit Sharing Contributions Sub-Account and ESOP Contributions Sub-Account" EXECUTED at Cleveland, Ohio, this 27th day of June, 1997. THE LINCOLN ELECTRIC COMPANY By /s/ H. Jay Elliot --------------------------------------------- Title: Senior Vice President, Chief Financial Officer and Treasurer And /s/ Frederick G. Stueber -------------------------------------------- Title: Senior Vice President, General Counsel and Secretary 3 EX-4.I 8 l01847aexv4wi.txt EX-4(I) AMENDMENT #6 TO THE PLAN Exhibit 4(i) AMENDMENT NO. 6 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 6 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994). The provisions of this Amendment shall be effective as of November 1, 1997, unless otherwise specifically provided herein. I. Sections 1.1(19) and 1.1(20) of the Plan are hereby amended to read as follows: "(19) Effective Date: November 1, 1994 for the Company and Members who enter the Plan as Covered Employees of the Company, and, for any other Employer and Members who enter the Plan as Covered Employees or FSP Participants of such Employer, the effective date specified by such Employer upon its adoption of the Plan. (20) Eligible Employee: An Employee who is eligible to have his Employer make Before-Tax Contributions for him to the Trust as provided in Sections 2.1, 2.2 and 2.3 of the Plan." II. Section 1.1(24) of the Plan is hereby amended to read as follows: "(24) Employer Contributions: Matching Employer Contributions as described in Section 4.1, Qualified Nonelective Contributions as described in Section 4.4, Profit Sharing Contributions as described in Section 4.6, and FSP Contributions as described in Section 4.12." III. Article I of the Plan is hereby amended by inserting the following new Subsections immediately following Section 1.1(28A): "(28B) FSP Compensation: shall mean, for any Plan Year, regular salary and/or wages, plus overtime and excluding bonuses, received by an FSP Participant from the Employer during the Plan Year while an FSP Participant, provided, however, that for the initial Plan Year that an Employee is an FSP Participant, FSP Compensation shall be deemed to include the regular salary and/or wages, plus overtime (but not bonuses) received by the Employee from the Employer for the two calendar months preceding the date that he became an FSP Participant. Notwithstanding the foregoing, (a) FSP Compensation shall not include any amounts received from the Harris Calorific Division or Seal Seat Division of the Company and (b) FSP Compensation of an FSP Participant taken into account for any purpose for any Plan Year shall not exceed $150,000 (as such amount shall be increased by the cost-of-living adjustment under section 415(d) of the Code)." "(28C) FSP Contributions: Employer Contributions described in Section 4.12." "(28D) FSP Participant: shall mean any Employee who meets the eligibility requirements of Section 2.3." IV. Section 1.2 (32) of the Plan is hereby amended to read as follows: "(32) Hour of Service: (a) For all purposes other than determining eligibility to participate in the Plan as an FSP Participant, an "Hour of Service" shall mean an hour for which an Employee is paid, or entitled to payment, by one or more Controlled Group Members for the performance of duties as an Employee. (b) For purposes of determining eligibility to participate in the Plan as an FSP Participant, an "Hour of Service" shall mean: (i) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for a Controlled Group Member. These hours shall be credited to the Employee for the computation period or periods in which the duties are performed; (ii) Each hour for which an Employee is paid, or entitled to payment, by a Controlled Group Member on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence. Hours under this subparagraph shall be 2 calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations, which are incorporated herein by this reference; and (iii) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by a Controlled Group Member. The same Hours of Service shall not be credited both under subparagraphs (i) or (ii) above, as the case may be, and under this subparagraph (iii). These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains, rather than the computation period in which the award, agreement, or payment is made." V. Clause (b) of Section 1.1(53) of the Plan is hereby amended to read as follows: "(b) is (i) derived from Matching Employer Contributions, Profit Sharing Contributions, and FSP Contributions and (ii) nonforfeitable after his completion of three Years of Vesting Service." VI. Article I of the Plan is hereby amended by inserting the following at the end of Section 1.1(54): "(54A) Year of Eligibility Service: For the purpose of determining eligibility for participation in the Plan as an FSP Participant, an Employee shall be credited with a Year of Eligibility Service when he is credited with at least 1000 Hours of Service in the 12-month period beginning with his Employment Commencement Date and, if applicable, his Reemployment Commencement Date, either of which 12-month periods shall be the "Initial Eligibility Computation Period." Whether or not an Employee is entitled to be credited with 1000 Hours of Service during an Initial Eligibility Computation Period, such Employee shall be credited with a Year of Eligibility Service if he is credited with at least 1000 Hours of Service during the Plan Year which includes the first anniversary of his Employment Commencement Date or Reemployment Commencement Date (whichever is applicable) or any Plan Year thereafter; provided, however, that an Employee who is credited with 1000 Hours of Service in both the Initial Eligibility Computation Period and the Plan Year which includes the first anniversary of his Employment Commencement Date of 3 Reemployment Commencement Date (whichever is applicable) shall be credited with two Years of Eligibility Service. For purposes of this Section 1.1(54A), the term "Hour of Service" has the meaning set forth in Section 1.1(32)(b)." VII. Section 2.2 of the Plan is hereby amended to read as follows: "2.2 Commencement of Membership. (1) Any Eligible Employee may enroll in the Plan for purposes of having his Employer make Before-Tax Contributions for him to the Trust on the Enrollment Date on which he is initially eligible or on any subsequent Enrollment Date by filing with the Administrative Committee at least 30 days (or such shorter period as the Committee shall determine) before such Date an enrollment form prescribed by the Committee, which form shall include (a) the desired effective date of the Eligible Employee's enrollment in the Plan, (b) his agreement commencing on or after such effective date to have his Employer make Before-Tax Contributions for him to the Trust, (c) his authorization to his Employer to withhold from his Base Compensation for each pay period and/or his Bonus Compensation for the Plan Year, commencing on or after such effective date, any designated Before-Tax Contributions and to pay the same to the Trust, and (d) his direction that the Before-Tax Contributions and Employer Contributions, if any, made by or for him be invested (to the extent permitted under the Plan) in any one of the investment options permitted by Section 5.5. An Eligible Employee who enrolls as provided in this Subsection (1) shall become a Member, if he is not otherwise a Member under the Plan. (2) Notwithstanding the preceding provisions of this Section, an Eligible Employee who does not enroll in the Plan as provided in Subsection (1) shall be eligible to have Qualified Nonelective Contributions or Profit Sharing Contributions, if any, made on his behalf and shall become a Member, if he is not otherwise a Member under the Plan, on the Enrollment Date on which he is initially eligible pursuant to Section 2.1." VIII. Article II of the Plan is hereby amended by deleting Section 2.3 and substituting therefor the following new Sections: 4 "2.3 FSP Participation: (1) An Employee shall be eligible to become an FSP Participant under this Plan if he meets the following requirements: (a) he is a member of the class of Employees who are eligible to become FSP Participants, as defined in The Lincoln Electric Company Retirement Annuity Program. (b) he has been credited with One Year of Eligibility Service, and (c) his Employment Commencement Date is on or after November 1, 1997, or his Employment Commencement Date is prior to November 1, 1997 and he makes an irrevocable election to participate in the Financial Security Program offered by the Company effective November 1, 1997 which election makes him eligible to have FSP Contributions made on his behalf to the Plan in accordance with the terms herein. (2) An Employee who satisfies the foregoing requirements shall become an FSP Participant and a Member (if he is not otherwise a Member under the Plan) as of the (a) January 1st following his Employment Commencement Date if he is credited with one Year of Eligibility Service in his Initial Eligibility Computation Period (as defined in Section 1.1(54A)), or (b) the January 1st following the first Plan Year in which he is credited with one Year of Eligibility Service. 2.4 Duration of Membership. An Employee shall cease to be a Member when he ceases to be both an Eligible Employee and an FSP Participant; provided, however, that if after he ceases to be an Eligible Employee and an FSP Participant, an Account continues to be maintained for him, he shall (subject to Section 13.1) remain a Member for all purposes of the Plan other than for purposes of making, or having his Employer make, Before-Tax, Rollover or Employer Contributions pursuant to Article III and Article IV. If a former Eligible Employee again becomes an Eligible Employee, he may again enroll as provided in Section 2.2 on the first Enrollment Date following the date he so again becomes an Eligible Employee by filing with the Administrative Committee at least 30 days (or such shorter period as the Committee shall determine) before such Enrollment Date an enrollment form prescribed in Section 2.2. A re- 5 employed Employee who was an FSP Participant shall again become an FSP Participant on the date that he again becomes a Participating Member and an FSP Participant under The Lincoln Electric Company Retirement Annuity Program." IX. Effective as of January 1, 1997, the last sentence of Section 4.3 of the Plan is hereby amended by deleting the term "Sealseat" and substituting therefor "Seal Seat". X. Article IV of the Plan is hereby amended by inserting the following new Sections at the end thereof: "4.12 FSP Contributions. Subject to the provisions of the Plan and Trust Agreement, each Employer shall contribute to the Trust on account of each Plan Year an amount equal to 2% of the FSP Compensation of FSP Participants for such Plan Year. The FSP Contributions of each Employer shall be made in cash. An Employer may make FSP Contributions on account of any Plan Year, or partial payments of such Contributions, at any time during such Plan Year or within the time following the close of such Year which is prescribed by law for the filing by each such Employer of its federal income tax return (including extensions thereof). Notwithstanding the above, for the Plan Year ending on December 31, 1997, the amount of the FSP Contribution for such year shall be an amount equal to 2% of the FSP Compensation of FSP Participants for the period from November 1, 1997 through December 31, 1997." "4.13 Allocation of FSP Contributions. Each Employer's FSP Contributions made for a Plan Year shall be allocated and credited to the Accounts of those FSP Participants who were FSP Participants on any day during such Plan Year. As of the last day of the period for which FSP Contributions are made but in no event later than the last day of the Plan Year there shall be credited to the Account of each such FSP Participant a portion of the FSP Contribution of such FSP Participant's Employer made for such period equal to the amount of such FSP Contribution multiplied by a fraction, the numerator of which is the FSP Participant's FSP Compensation for such period and the denominator of which is the total FSP Compensation for such period of all FSP Participants of such Employer." 6 XI. The first sentence of Section 5.2 of the Plan (as amended by Amendment No. 5) is hereby amended to read as follows: "The Company shall establish and maintain, or cause to be established and maintained, an Account for each Member, which Account shall reflect, pursuant to Sub-Accounts established and maintained thereunder, the amount, if any, of the Member's (1) Before-Tax Contributions, (2) Rollover Contributions, (3) ESOP Contributions, (4) Matching Employer Contributions, (5) Qualified Nonelective Contributions, if any, (6) Profit Sharing Contributions, if any, and (7) FSP Contributions." XII. The first sentence of Section 5.7(1) of the Plan is hereby amended to read as follows: "A Member who is an Employee or a "party in interest" within the meaning of Section 3(14) of ERISA may apply on the form provided by the Administrative Committee for a loan from his Vested Interest in his Account, excluding his FSP Contributions Sub-Account." EXECUTED at Cleveland, Ohio, this 31st day of October, 1997. THE LINCOLN ELECTRIC COMPANY By: /s/ H. Jay Elliott --------------------------------------------- Title: Senior Vice President, Chief Financial Officer and Treasurer And: /s/ Frederick G. Stueber --------------------------------------------- Title: Senior Vice President, General Counsel and Secretary 7 EX-4.J 9 l01847aexv4wj.txt EX-4(J) AMENDMENT #7 TO THE PLAN Exhibit 4(j) AMENDMENT NO. 7 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 7 to the Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 1998. I. Section 5.5 of the Plan is hereby amended in its entirety to read as follows: "5.5 Investment of Contributions. Each Member may, pursuant to rules and procedures adopted by the Administrative Committee, direct that Before-Tax Contributions, Rollover Contributions, Employer Contributions and ESOP Contributions made by or for him shall be invested in any or all of the Investment Funds. An investment option selected by a Member shall remain in effect and be applicable to all subsequent such Contributions made by or for him unless and until an investment change is made by him and becomes effective pursuant to rules and procedures adopted by the Administrative Committee. Each member may, pursuant to rules and procedures adopted by the Administrative Committee, make a change in the investment options selected by the Member with respect to amounts then held in his Account. In the absence of an effective investment direction and/or an effective investment change, Before-Tax, Rollover, and Employer Contributions (other than Matching Employer Contributions) shall be invested in such Investment Fund or Funds, and in such proportions, as is designated by the Investment Committee from time to time for such purpose, Matching Employer Contributions shall be invested in the Company Non-Voting Stock Fund (or in such other Investment Fund as the Investment Committee shall designate for such purpose), and ESOP Contributions shall be invested in the Company Voting Stock Fund and the Company Non-Voting Stock Fund, as applicable." II. Article XI of the Plan is hereby amended by adding the following new Section at the end thereof: "11.7 Correction of Errors Notwithstanding anything herein to the contrary, the Plan Administrator or the Administrative Committee may take such actions or permit such actions to be taken as are necessary and reasonably calculated to correct an administrative error made by an Employer, the Plan Administrator, the Committee, the Trustee or any other Fiduciary or administrator." EXECUTED at Cleveland, Ohio, this 11th day of June, 1998. THE LINCOLN ELECTRIC COMPANY By: /s/ Frederick G. Stueber -------------------------------------------------- Title: Senior Vice President, General Counsel and Secretary 2 EX-4.K 10 l01847aexv4wk.txt EX-4(K) AMENDMENT #8 TO THE PLAN Exhibit 4(k) AMENDMENT NO. 8 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 8 to The Lincoln Electric Company Employee Savings plan (Effective November 1, 1994)(the "Plan"). The provisions of this Amendment shall be effective as of June 2, 1998. I. Sections 1.1(12), 1.1(13) and 1.1(13A) of the Plan are hereby deleted in their entirety. II. Article I of the Plan is hereby amended by inserting the following new Subsections immediately following Section 1.1(31): "(31A) Holdings Stock: Any class of voting or non-voting common stock of Lincoln Electric Holdings, Inc. (31B) Holdings Stock Fund: An investment fund invested primarily in Holdings Stock." III. The second sentence of Section 5.1(1) of the Plan is hereby amended to read as follows: "Notwithstanding the foregoing, the Investment Committee shall direct the Trustee to establish and maintain a Holdings Stock Fund as one of the Investment funds." IV. The last sentence of Section 5.5 of the Plan is hereby amended to read as follows: "In the absence of an effective investment direction and/or an effective investment change, Before-Tax, Rollover, and Employer Contributions (other than Matching Employer Contributions) shall be invested in such Investment Fund or Funds, and in such proportions, as is designated by the Investment Committee from time to time for such purpose, and Matching Employer Contributions and ESOP Contributions shall be invested in the Holdings Stock Fund (or in such other Investment Fund as the Investment Committee shall designate for such purpose)." V. Section 6.11 of the Plan is hereby amended in its entirety to read as follows: "6.11 Distribution of Holdings Stock. Notwithstanding the preceding provisions of this Article, a Member of Beneficiary who is eligible to receive a distribution pursuant to this Article VI (other than pursuant to Section 6.7) may elect to receive that portion of his distribution which is attributable to his interest in the Holdings Stock Fund in the form of whole shares of Holdings Stock with any fractional shares of Holdings Stock in cash." VI. The first Section of Section 14.1 of the Plan is hereby amended to read as follows: "Before each annual or special meeting of the shareholders of Lincoln Electric Holdings, Inc., the Administrative Committee shall cause to be sent to each Member and Beneficiary who has voting shares of Holdings Stock allocated to his Account on the record date of such meeting a copy of the proxy solicitation material therefor, together with a form requesting confidential instructions on how to vote the voting shares of Holdings Stock allocated to his Account." VII. Sections 4.2, 4.4, 4.6, 8.8 and Article XIV (including the headings and subheadings thereunder) of the Plan are hereby amended by (i) deleting the phrase "Company Stock" in each place it appears therein and (ii) substituting therefor the phrase "Holdings Stock". EXECUTED at Cleveland, Ohio, this 29th day of December, 1998. THE LINCOLN ELECTRIC COMPANY By: /s/ Frederick G. Stueber ------------------------------------------------- Title: Senior Vice President, General Counsel and Secretary 2 EX-4.L 11 l01847aexv4wl.txt EX-4(L) AMENDMENT #9 TO THE PLAN Exhibit 4(l) AMENDMENT NO. 9 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 9 to the Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 1999. I. The second sentence of Section 1.1(28B) is hereby amended to read as follows: "Notwithstanding the foregoing, (a) FSP Compensation shall not include any amounts received from Harris Calorific, Inc. or Lincoln Global, Inc. (or prior to January 1, 1999, the Harris Calorific Division or Seal Seat Division of the Company) and (b) FSP Compensation of an FSP Participant taken into account for any purpose for any Plan Year shall not exceed $150,000 (as such amount shall be increased by the cost-of-living adjustment under section 415(d) of the Code)." II. The last sentence of Section 4.3 of the Plan is hereby amended to read as follows: "An Employee of the Employer for whom Before-Tax Contributions are made shall be entitled to receive an allocation of Matching Employer Contributions in accordance with the preceding sentence, unless such Before-Tax Contributions are made for any period while he was an Employee of Harris Calorific, Inc. or Lincoln Global, Inc. (or prior to January 1, 1999, the Harris Calorific Division or Seal Seat Division of the Company)." III. Exhibit A to the Plan is hereby amended in its entirety to read as follows: "EXHIBIT A Participating Employers as of January 1, 1999 The Lincoln Electric Company Harris Calorific, Inc. Lincoln Global, Inc." EXECUTED at Cleveland, Ohio, this 31st day of December, 1998. THE LINCOLN ELECTRIC COMPANY By: /s/ Frederick G. Stueber -------------------------------------------- Title: Senior Vice President, General Counsel and Secretary 2 EX-4.M 12 l01847aexv4wm.txt EX-4(M) AMENDMENT #10 TO THE PLAN Exhibit 4(m) AMENDMENT NO. 10 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 10 to the Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment shall be effective as of the dates set forth herein. I. Effective as of January 1, 1997, the second sentence of Section 1.1(14)(b) of the Plan is hereby deleted. II. Effective as of January 1, 1999, the first sentence of Section 1.1(21) of the Plan is hereby amended in its entirety to read as follows: "Any distribution of all or any portion of the balance to the credit of the distributee from a qualified trust (as hereinafter defined), except (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more, (b) any distribution to the extent the distribution is required under section 401(a)(9) of the Code, (c) the portion of any distribution that is not includible in gross income, (d) any `hardship' distribution (as defined in section 401(k) of the Code), and (e) such other amounts specified in Treasury regulations or Internal Revenue Service rulings, notices or announcements issued under section 402(c) of the Code." III. Effective as of January 1, 1997, the second sentence of Section 1.1(22) of the Plan is hereby amended to read as follows: "For purposes of this Subsection, a 'leased employee' means any person who, pursuant to an agreement between a Controlled Group Member and any other person (`leasing organization'), has performed services for the Controlled Group Member on a substantially full-time basis for a period of at least one year, and such services are performed under the primary direction and control of the Controlled Group Member." IV. Effective as of January 1, 2000, Section 1.1(22) of the Plan is hereby amended by the addition of the following new sentence at the end thereof: "The term `Employee' shall not include (a) any person rendering services solely as a director, (b) any person who is classified by the Employer or a Controlled Group Member as an independent contractor, or (c) any person who is a nonresident alien and who receives no earned income (within the meaning of section 911(b) of the Code from the Employer or a Controlled Group Member which constitutes income from sources within the United States (within the meaning of section 861(a)(3) of the Code)." V. Effective as of January 1, 2000, clause (a) of the second sentence of Section 1.1(28B) of the Plan is hereby amended by inserting the following immediately before the word "and" at the end thereof: "provided, however, that FSP Compensation shall include amounts received from Lincoln Global, Inc. by a Member who continues to be an FSP Participant after a transfer of employment from The Lincoln Electric Company, as provided in Section 2.4 of the Plan." VI. Effective as of November 1, 1994, Section 1.1(27) of the Plan is hereby amended in its entirety to read as follows: "(27) Enrollment Date: November 16, 1994, and (a) with respect to elections to reduce Base Compensation, the first day of each January, April, July and October thereafter, and (b) with respect to elections to reduce Bonus Compensation the Wednesday immediately preceding each Thanksgiving Day after 1994." VII. Effective as of January 1, 1997, Section 1.1(31) of the Plan is hereby amended in its entirety to read as follows: 2 "(31) Highly Compensated Employee: (a) For a particular Plan Year, any Employee (i) who, during the current or preceding Plan Year, was at any time a 5-percent owner (as such term is defined in section 416(i)(1) of the Code), or (ii) for the preceding Plan Year, received compensation from the Controlled Group in excess of the amount in effect for such Plan Year under section 414(q)(1)(B) of the Code. (b) 'Highly Compensated Employee' shall include a former Employee whose Employment with the Controlled Group terminated prior to the Plan Year and who was a Highly Compensated Employee for the Plan Year in which his employment terminated or for any Plan Year ending on or after his 55th birthday. (c) For purposes of this Subsection, the term `compensation' shall mean (i) for the period prior to January 1, 1998, the sum of an Employee's compensation under Section 4.9(3) and the Employee's Before-Tax Contributions (subject to the limitation described in Section 1.1(14)(b) and elective or salary reduction contributions pursuant to a cafeteria plan under section 125 of the Code or a tax-sheltered annuity under section 403(b) of the Code, and (ii) for the period commencing on and after January 1, 1998, an Employee compensation under Section 4.9(3) (subject to the limitation described in Section 1.1(14)(b))." VIII. Effective as of January 1, 2000 Section 2.4 of the Plan is hereby amended by the addition of the following new sentence at the end thereof: "A Member who (a) transfers employment from The Lincoln Electric Company to the department of Lincoln Global, Inc. that manages licensing activities with third parties and (b) was an FSP Participant immediately prior to such transfer of employment, shall continue to be an FSP Participant following such transfer of employment (so long as he is otherwise eligible to be an FSP Participant without regard to the transfer of employment)." IX. Effective as of November 1, 1994, the first sentence of Section 3.1 of the Plan is hereby amended to read as follows: "Upon enrollment pursuant to Section 2.2, a Member shall agree pursuant to a Salary Reduction Agreement to have his Employer make Before-Tax Contributions for him to the Trust of (1) a specified percentage of his Base Compensation (in 1% increments) through equal percentage pay period reductions and/or (2) a specified percentage (in 1% increments) or a whole dollar amount of his Bonus Compensation through payroll deduction." 3 X. Effective as of November 1, 1994, Section 3.3 of the Plan is hereby amended in its entirety to read as follows: "3.3 Changes in Contributions. The percentage designated by a Member with regard to Base Compensation pursuant to Section 3.1 shall continue in effect, notwithstanding any changes in the Member's Compensation. A Member may, however, in accordance with the percentages permitted by Section 3.1, change the percentage of his Base Compensation to be made as Before-Tax Contributions effective as of the next applicable Enrollment Date upon such prior written notice filed with the Administrative Committee as the Committee may require, provided that a Member may not make such a change more frequently than once each calendar quarter. A Member shall make an annual election with respect to the percentage, or amount, if any, of his Bonus Compensation for the Plan Year to be made as Before-Tax Contributions effective as of the applicable Enrollment Date during such Plan Year, upon such prior written notice filed with the Administrative Committee, and on such form as the Committee may require. XI. Effective as of January 1, 1997, the second sentence of Section 3.6(2) of the Plan is hereby amended to read as follows: "For purposes of this Subsection (2), the term `compensation' shall mean (a) for the period prior to January 1, 1998, the sum of an Eligible Employees compensation under Section 4.9(3) and his Before Tax Contributions (subject to the limitations described in Section 1.1(14)(b) and (b) for the period commencing on and after January 1, 1998, an Eligible Employees compensation under Section 4.9(3) (subject to the limitations described in Section 1.1(14)(b))." XII. Effective as of January 1, 1997, the last three sentences of Section 3.6(2) of the Plan are hereby deleted. XIII. Effective as of January 1, 1997, the second sentence of Section 3.6(4) of the Plan is hereby amended to read as follows: "For the purposes of this Subsection (4), the term `excess contributions' shall mean, for any Plan Year, the excess of (a) the aggregate amount of Before-Tax Contributions actually paid to the Trust on behalf of Highly Compensated Eligible Employees for such Plan Year over (b) the maximum amount of such Before-Tax Contributions permitted for such Plan Year under Subsection (1) of this Section, determined by reducing Before-Tax Contributions made on behalf 4 of Highly Compensated Eligible Employees beginning with the Highly Compensated Eligible Employee with the highest dollar amount of Before-Tax Contributions." XIV. Effective as of January 1, 1997, the last sentence of Section 3.6(4) of the Plan is hereby deleted. XV. Effective as of January 1, 1997, the last two sentences of Section 3.7(2) of the Plan are hereby deleted. XVI. Effective as of January 1, 1997, the second sentence of Section 3.7(3) of the Plan is hereby amended to read as follows: "For the purposes of this Subsection (3), the term `excess aggregate contributions' shall mean, for any Plan Year, the excess of (a) the aggregate amount of the Matching Employer Contributions actually paid to the Trust by or on behalf of Highly Compensated Eligible Employees for such Plan Year over (b) the maximum amount of such Matching Employer Contributions permitted for such Plan Year under Subsection (1) of this Section, determined by reducing Matching Employer Contributions made by or on behalf of Highly Compensated Eligible Employees beginning with the Highly Compensated Eligible Employee with the highest dollar amount of Matching Employer Contributions." XVII. Effective as of January 1, 1997, the last sentence of Section 3.7(3) of the Plan is hereby deleted. XVIII. Effective January 1, 1999, Section 3.9(3) of the Plan is hereby amended in its entirety to read as follows: "(3) In applying the limitations set forth in Sections 3.6, 3.7 and 3.8, the Company may, at is option, utilize such testing procedures as may be permitted under sections 401(a)(4), 401(k), 401(m) or 410(b) of the Code, including, without limitation, (a) aggregation of the Plan with one or more other qualified plans of the Controlled Group, (b) inclusion of qualified matching contributions, qualified nonelective contributions or elective deferrals described in, and meeting the requirements of, Treasury regulations under sections 401(k) and 401(m) of the Code to any 5 other qualified plan of the Controlled Group in applying the limitations set forth in Section 3.6, 3.7 and 3.8, (c) effective January 1, 1999, exclusion of all Eligible Employees (other than Highly Compensated Eligible Employees) who have not met the minimum age and service requirements of section 410(a)(1)(A) of the Code in applying the limitations set forth in Sections 3.6, 3.7 and 3.8, or (d) any permissible combination thereof." XIX. Effective as of January 1, 2000, the last sentence of Section 4.3 of the Plan (as amended by Amendment No. 9) is hereby amended by inserting the following before the period at the end thereof: "provided, however, that an Employee who transfers employment from The Lincoln Electric Company to the department of Lincoln Global, Inc. that manages licensing activities with third parties shall be entitled to receive an allocation of Matching Employer Contributions in accordance with the preceding sentence." XX. Effective as of January 1, 1998, Section 4.9(3) of the Plan is hereby amended in its entirety to read as follows: "(3) For the purposes of this Section, the term `compensation' shall mean compensation within the meaning of section 415(c)(3) of the Code and the Treasury regulations thereunder." XXI. Effective as of January 1, 2000, Section 4.10 of the Plan is hereby amended by inserting the following sentence immediately following the heading: "The provisions of this Section shall be effective prior to January 1, 2000." XXII. Effective as of January 1, 1999, Section 5.7(2) of the Plan is hereby amended in its entirety to read as follows: "(2) A member shall not be entitled to a loan under this Section unless the Member (and the Member's Spouse, if any) consents (with respect to the spouse, in the form and manner provided in Section 1.1(18)) to (a) the use of the Member's Account as security as provided in Subsection (5)(c) of This Section and (b) the possible reduction of the Member's Account as provided in Subsection (6) of this Section." XXIII. Effective as of January 1, 1999, Section 5.7(5)(d)(iv) of the Plan is hereby amended in its entirety to read as follows: 6 "(iv) repayment in equal payments over the term of the loan, with payments not less frequently than quarterly, provided, however, that the Administrative Committee may waive such requirement for a period of not longer than one year in the case of a Member who is on an unpaid leave of absence in accordance with Treasury regulations issued under section 72(p) of the Code; and" XIV. Effective as of January 1, 1998, Section 5.7(6) of the Plan is hereby amended in its entirety to read as follows: "(6) Notwithstanding any other provision of the Plan, a loan made pursuant to this Section shall be a first lien against the Member's Loan Account. Any amount of principal or interest due and unpaid on the loan at the time of any default on the loan shall be satisfied by deduction from the Member's Loan Account, and shall be deemed to have been distributed to the Member, as follows: (a) in the case of a Member who is an Employee and who is not, at the time of the default, eligible to receive distribution of his Account under the provisions of Article VI, other than Section 6.7, or by order of a court, at such time as he first becomes eligible to receive distribution of his Account under the provisions of Article VI, other than Section 6.7, or by order of a court; or (b) in the case of any other Member, immediately upon such default." XXV. Effective as of December 12, 1994, Section 5.7 of the Plan is hereby amended by the addition of the following new subsection at the end thereof: "(7) Notwithstanding any other provision of the Plan, loan repayments will be suspended under the Plan as permitted under section 414(u)(4) of the Code (for Members on a leave of absence for `qualified military service' (as defined in Section 11.8))." XXVI. Effective as of January 1, 1999, Section 6.1 of the Plan is hereby amended by inserting the following new sentences at the end thereof: "A Member's Spouse, if any, must consent to such Member's application for distribution. Such consent shall be in the form and manner provided in Section 1.1(18)." XXVII. Effective as of January 1, 1999, Section 6.2 of the Plan is hereby amended by the addition of the following new sentence at the end thereof: "Notwithstanding the foregoing, if the Member's Death Beneficiary is his Spouse, such distribution shall be made no later than the date on which the Member would have attained age 70 1/2, or if the 7 Member's Death Beneficiary is not his Spouse, such distribution shall be made within the one year period commencing on the date of the Member's death." XXVIII. Section 6.3(2) of the Plan is hereby amended by the addition of the following new sentences at the end thereof: "Notwithstanding the previous sentence, a Member who begins to receive a distribution of his entire Vested Interest in annual installments pursuant to Subsection (1)(b) of this Section may elect at any time prior to his receipt of his entire Vested Interest to receive the remainder of his Vested Interest in a lump sum in cash. Such an election shall be made by the Member in writing on an application prescribed by the Administrative Committee pursuant to Section 6.1, signed by the Member and filed with the Administrative Committee." XXIX. Effective as of January 1, 1998, Section 6.3(4) of the Plan is hereby amended by deleting the term "$3,500" and substituting therefor the term "$5,000". XXX. Effective as of January 1, 1999, the first sentence of Section 6.4 of the Plan is hereby amended to read as follows: "If a Member dies after his Employment Severance and before his entire Vested Interest has been paid to him, the undistributed portion of his Vested Interest valued as of the Valuation Date described in Section 6.2, shall continue to be paid to his Death Beneficiary in the same manner as it was being paid to the Member, or if the Death Beneficiary so elects, shall be paid in a lump sum in cash within 60 days after the Valuation Date coinciding with or next following the date on which the Death Beneficiary makes such election." XXXI. Effective as of January 1, 1999, Sections 6.6(2) of the Plan is hereby amended in its entirety to read as follows: "(2) (a) Notwithstanding any other provisions of the Plan, to the extent required under section 401(a)(9) of the Code, the entire Vested Interest of a Member who is a 5% owner (as defined in section 416 of the Code) or who attains age 70 1/2 prior to January 1, 2000 (i) shall be distributed to him in a lump sum in cash not later than April 1 of the calendar year following the 8 calendar year in which he attains age 70 1/2 and, with respect to Members who are Employees, on December 31 of such year and each succeeding year or (ii) shall commence to be distributed to him in one of the forms permitted under Section 6.3(1) not later than the time specified in clause (i) of this Section; provided, however, that in the case of a Member who attains age 70 1/2 during the 1999 Plan Year, such Member may elect to delay such distribution or the commencement of such distributions until the time provided in the following sentence. In addition, the Vested Interest of any other Participant must be distributed or commence to be distributed not later than the later of April 1 of the calendar year following the later of (i) the calendar year in which he attains age 70 1/2 or (ii) the calendar year in which his employment with the Controlled Group terminates. (b) Notwithstanding the foregoing, distributions under this Section shall be made in accordance with the provisions of Section 401(a)(9) of the Code and Treasury regulations issued thereunder, including Treasury regulation section 1.401(a)(9)-2, which provisions are hereby incorporated herein by reference, provided that such provisions shall override the other distribution provisions of the Plan only to the extent that such other Plan provisions provide for distribution that is less rapid than required under such provisions of the Code and regulations. Nothing contained in this Section shall be construed as providing any optional form of payment that is not available under the other distribution provisions of the Plan." XXXII. Effective as of January 1, 1999, Section 6.7(1) of the Plan is hereby amended by inserting the following new sentence immediately after the first sentence of such Section: "The Member's Spouse, if any, must consent to such Member's withdrawal on account of Hardship. Such consent shall be in the form and manner provided in Section 1.1(18)." XXXIII. Effective as of January 1, 1999, Section 8.5(2) of the Plan is hereby amended in its entirety to read as follows: "(2) The Administrative Committee shall have the sole and absolute discretion to interpret the provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Members or other persons, to decide disputes arising under the Plan and to make any determinations and findings (including factual findings) with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Administrative Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Administrative Committee): (a) To resolve all questions (including factual questions) arising under the provisions of the Plan as to any individual's entitlement to become a Member; (b) To determine the amount of benefits, if any, payable with respect to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); (c) To determine the amount of an Employee's Compensation; and 9 (d) To conduct the review procedure specified in Section 9.3. All decisions of the Administrative Committee as to the facts of any case, as to the interpretation of any provision of the Plan or its application to any case, and as to any other interpretation, matter or other determination or question under the Plan shall be final and binding on all parties affected thereby subject to the provisions of Sections 8.7 and 9.3. The Administrative Committee shall instruct the Trustee as to the benefits to be paid under the Plan and shall furnish the Trustee with any information reasonably required by it for the purpose of the payment of such benefits." XXXIV. Effective as of January 1, 1999, Section 9.3 of the Plan is hereby amended by the addition of the following new sentence at the end thereof: "The Named Fiduciary appointed to conduct the review procedure set forth in this Section shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Administrative Committee under section 8.5." XXXV. Effective for orders issued on or after August 5, 1997, Section 11.1 of the Plan is hereby amended by the addition of the following new sentence at the end thereof: "Notwithstanding any provision of the Plan to the contrary, the Plan shall honor a judgment, order, decree or settlement providing for the offset of all or a part of a Member's benefit under the Plan, to the extent permitted under section 401(a)(13)(C) of the Code; provided that the requirements of section 401(a)(13)(C)(ii) of the Code relating to the protection of the Participant's Spouse (if any) are satisfied." XXXVI. Effective as of December 12, 1994, Article XI of the Plan is hereby amended by the addition of the following new Section at the end thereof: "11.8 Military Service. Notwithstanding any provisions of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code. 'Qualified military service' means any service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service." 10 XXXVII. Effective as of January 1, 1997, the last sentence of Section 15.1(9) of the Plan is hereby amended by deleting "section 414(q)(7) of the Code" where it appears therein and substituting therefor "section 414(q)(4) of the Code". XXXVIII. Effective as of January 1, 2000, Section 15.3 of the Plan is hereby amended by the addition of the following new sentence immediately after the heading: "The provisions of this Section shall be effective prior to January 1, 2000." XXXIX. Effective as of January 1, 2000, Section 15.7 of the Plan is hereby amended by inserting the following new sentence immediately after the heading: "The provisions of this Section shall be effective prior to January 1, 2000." 11 EXECUTED at Cleveland, Ohio, this 23rd day of December, 1999. THE LINCOLN ELECTRIC COMPANY By: /s/ Frederick G. Stueber ------------------------- Title: Senior Vice President 12 EX-4.N 13 l01847aexv4wn.txt EX-4(N) AMENDMENT #11 TO THE PLAN Exhibit 4(n) AMENDMENT NO. 11 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 11 to the Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment shall be effective as of the dates set forth herein. I. Effective as of January 1, 2001, Section 1.1(17) of the Plan is hereby amended in its entirety to read as follows: "(17) Covered Employee: An Employee of an Employer, excluding, however, (a) any 'leased employee' (as defined in Section 1.1(22)) of such Employer and (b) prior to July 1, 1995, any Employees of the Harris Calorific Division of the Company." II. Effective as of January 1, 2001, Article I of the Plan is hereby amended by inserting the following new Subsection immediately following Section 1.1(24): "(24A) Employment: An Employee's Employment shall equal the total aggregate periods of his regular, full-time employment with an Employer. Periods of Employment are aggregated on the basis that one calendar month of Employment equals one month and each additional 30 days of Employment equals one month." III. Effective as of January 1, 2001, paragraph (a) of Section 1.1(32) of the Plan is hereby amended to read as follows: "(a) For all purposes other than determining whether an Employee has been credited with a Year of Eligibility Service, an "Hour of Service" shall mean an hour for which an Employee is paid, or entitled to payment, by one or more Controlled Group Members for the performance of duties as an Employee." IV. Effective as of January 1, 2001, the first sentence of paragraph (b) of Section 1.1(32) of the Plan is hereby amended by deleting all of the language preceding the colon and substituting therefor the following: "For purposes of determining whether an Employee has been credited with a Year of Eligibility Service, an 'Hour of Service' shall mean" V. Effective as of January 1, 2000, Section 1.1(36) of the Plan is hereby amended in its entirety to read as follows: "(36) Matching Employer Contribution Percentage: Twenty-five (25) percent to apply against Members' Before-Tax Contributions deducted from Base Compensation and thirty-five (35) percent to apply against Members' Before-Tax Contributions deducted from Bonus Compensation to determine the Matching Employer Contributions for a Plan Year, or such other percentage as the Company shall establish for the Plan Year on or before the date or dates on which Matching Employer Contributions, if any, are made for such Plan Year." VI. Effective as of January 1, 2001, Section 1.1(36) of the Plan is hereby amended in its entirety to read as follows: "(36) Matching Employer Contribution Percentage: Thirty-five (35) percent or such other percentage as the Company shall establish for a Plan Year on or before the date or dates on which Matching Employer Contributions, if any, are made for such Plan Year, to apply against Members' Before-Tax Contributions to determine the Matching Employer Contribution for such Plan Year." VII. Effective as of January 1, 2001, the first sentence of Section 1.1 (54A) of the Plan is hereby amended to read as follows: "An Employee shall be credited with a Year of Eligibility Service when he is credited with at least 1,000 Hours of Service in the 12-month period beginning with his Employment Commencement 2 Date and, if applicable, his Reemployment Commencement Date, either of which 12-month periods shall be the "Initial Eligibility Computation Period." VIII. Effective as of January 1, 2001, Section 2.1 of the Plan is hereby amended in its entirety to read as follows: "2.1 Eligible Employees. Each Covered Employee who is an Eligible Employee under the Plan on December 31,2000 shall continue to be an Eligible Employee under the Plan after December 31, 2000 so long as he remains a Covered Employee. Each other Employee shall become an Eligible Employee under the Plan on the first Enrollment Date on which he meets the following requirements: (1) he is a Covered Employee, and (2) either (a) he has been in Employment for at least six consecutive months, or (b) he has accumulated one Year of Eligibility Service." EXECUTED at Cleveland, Ohio this 4th day of December, 2000. THE LINCOLN ELECTRIC COMPANY By: /s/ Frederick G. Stueber --------------------------------- Title: Senior Vice President, General Counsel and Secretary 3 EX-4.O 14 l01847aexv4wo.txt EX-4(O) AMENDMENT #12 TO THE PLAN Exhibit 4(o) AMENDMENT NO. 12 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 12 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment shall be effective as of the close of business on December 20, 2001, unless otherwise specifically provided herein. I. A new Section shall be added immediately prior to Article I of the Plan to read as follows: "Plan History The Lincoln Electric Company previously sponsored The Lincoln Electric Company Employee Stock Ownership Plan (the "Frozen Plan.") On July 1, 1997, the Frozen Plan was merged into The Lincoln Electric Company Employee Savings Plan (the Plan) and all participant accounts in the Frozen Plan were transferred to the Plan. These assets are reflected in the ESOP Contributions account under the Plan. Effective December 20, 2001, the Plan was amended to provide that the Holdings Stock Fund is intended to be a stock bonus plan as defined in Treasury Regulation Section 1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan satisfying the requirements of sections 401(a), 409(e), (h) and (o), and 4975(e)(7) of the Code. Notwithstanding the foregoing, the ESOP Contributions Sub-Accounts held under the Plan will continue to reflect only amounts relating to the Frozen Plan." II. Article I of the Plan shall be amended by redesignating Subsection 1.1(28) as Subsection 1.1(27A) and adding the following new Subsection immediately following such Subsection 1.1(27A): "(28) ESOP: The Holdings Stock Fund which is intended to be a stock bonus plan as defined in Treasury Regulation Section 1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan satisfying the requirements of sections 401(a), 409(e), (h) and (o), and 4975(e)(7) of the Code." III. Section 1.1(31A) of the Plan shall be amended to read as follows: "Holdings Stock: Stock that constitutes "qualifying employer securities," as defined in section 4975(e)(8) of the Code, including voting or non-voting common stock of Lincoln Electric Holding, Inc." IV. Section 1.1(31B) of the Plan shall be amended to read as follows: "Holdings Stock Fund: The Investment Fund within the Trust that is intended to be invested primarily in Holdings Stock and in which is held Holdings Stock allocated to a Member's Account (or Sub-Account)." V. Section 1.1(40) of the Plan is hereby amended by adding the following new sentence at the end thereof: "The Plan shall consist of two portions, the ESOP and the remainder of the Plan which is a profit sharing plan." VI. Article III of the Plan is hereby amended by inserting the following new Subsection immediately following Section 3.6(5): "(6) The portion of the Plan which constitutes an employee stock ownership plan, and which is mandatorily desegregated from the balance of the Plan pursuant to Treasury Regulation Section 1.401(k)-1(g)(11), shall be tested separately under the provisions of this Section 3.6." VII. Article III of the Plan is hereby amended by inserting the following new Subsection immediately following Section 3.7(4): "(5) The portion of the Plan which constitutes an employee stock ownership plan, and which is mandatorily disaggregated from the balance of the Plan pursuant to Treasury Regulation Section 1.401(m)-1(b)(3)(ii), shall be tested separately under the provisions of this Section 3.7. VIII. Article III of the Plan is hereby amended by inserting the following new Subsection immediately following Section 3.8(2): "(3) The portion of the Plan which constitutes an employee stock ownership plan, and which is mandatory disaggregated from the balance of the Plan pursuant to Treasury Regulation Sections 1.401(k) - 1(g)(11) and 1.401(m) - 1(b)(3)(ii), shall be tested separately under the provisions of this section 3.8." IX. Section 5.1(1) of the Plan is hereby amended by deleting the last sentence thereof and substituting therefor the following new sentences: "Subject to Section 5.8, dividends, interest and other distributions received by the Trustee in respect of each Investment Fund shall be reinvested in the same Fund. The Holdings Stock Fund shall be maintained as an Investment Fund at all times during which a portion of the Plan is intended to constitute an ESOP." 2 X. Section 5.4(1) of the Plan is hereby amended by adding the following new sentence at the end thereof: "In accordance with section 401(a)(28)(C) of the Code, valuation of Holdings Stock that is or becomes not readily tradable on an established securities market shall be made by an independent appraiser who meets the requirements similar to the requirements of the regulations prescribed under section 170(a)(1) of the Code." XI. Section 5.5 of the Plan is hereby amended by adding the following new sentence at the end thereof: "To the extent not otherwise permitted by the preceding provisions of this Section, Members shall be permitted, pursuant to procedures established by the Administrative Committee, to diversify the investment of that portion of their Account held in the ESOP to the extent required by section 401(a)(28)(B) of the Code, provided that such members are "qualified participants" within the meaning of section 401(a)(28) of the Code." XII. Article V of the Plan is hereby amended by inserting the following new Section at the end hereof: "5.8 Dividends on Holdings Stock. Notwithstanding any other provision of the Plan, cash dividends paid on shares of Holdings Stock in which a Member has a Vested Interest that are held in the ESOP as of the record date of such dividend shall be, at the election of the Member or his Beneficiary, either: (a) paid by Lincoln Electric Holding, Inc. in cash to the Member or Beneficiary, or, at the discretion of the Administrator, paid by Lincoln Electric Holding, Inc. to the Trust and distributed from the Trust to Members or Beneficiaries, not later than ninety (90) days after the close of the Plan Year in which paid to the Plan; or (b) paid to the Plan and reinvested in the Holdings Stock Fund. In the absence of an effective election under this Subsection 5.4(4), dividends on Holdings Stock shall be paid to the Plan and reinvested in the Holdings Stock Fund. The Plan Administrator shall determine the scope, manner and timing of the elections, dividend payments or distributions, and reinvestment in Holdings Stock described herein in any manner that is consistent with section 404(k) of the Code and other applicable provisions of the Code and ERISA." XIII. Article VI of the Plan is hereby amended by redesignating Section 6.11 as Section 6.11(1) and inserting the following new Subsection immediately following Section 6.11(1): "(2) In accordance with sections 409(h)(4), (5) and (6) of the Code, if the Holdings Stock is or becomes not readily tradable on an established market, then any Member who is otherwise entitled to a total distribution from the Plan shall have the right (hereinafter referred to as the "Put Option") to require that his Holdings Stock be repurchased by the Company. The Trustee may elect to repurchase such Holdings Stock, in lieu of the Company. The Put Option shall only be exercisable during the sixty-day (60) period immediately following the date of distribution, and if the Put Option is not exercised within such sixty-day (60) period, it can be exercised for an additional sixty (60) days in the following Plan Year. The amount paid for Holdings Stock pursuant to the exercise of a Put Option as part of a lump sum distribution shall be paid in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) days after the request for total 3 distribution and not exceeding five (5) years. There shall be adequate security provided and reasonable interest paid on an unpaid balance due under this paragraph. If the Company is required to repurchase Holdings Stock as part of an installment distribution, the amount to be paid for Holdings Stock will be paid not later than thirty (30) days after the exercise of the Put Option." EXECUTED at Cleveland, Ohio, this 20th day of December, 2001. Attest: THE LINCOLN ELECTRIC COMPANY __________________________ By: /s/ H. Jay Elliott ------------------ Title: Senior Vice President, Chief Financial Officer and Treasurer 4 EX-4.P 15 l01847aexv4wp.txt EX-4(P) AMENDMENT #13 TO THE PLAN Exhibit 4(p) AMENDMENT NO. 13 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (Effective November 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 13 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment shall be effective as of January 1, 2002 unless otherwise set forth herein. 1. Effective as of January 1, 1998, the last sentence of Section 1.1(4) of the Plan is hereby amended to read as follows: "Unless otherwise indicated herein, an Employee's Base Compensation shall be calculated prior to any reduction thereof made pursuant to a Salary Reduction Agreement under the Plan, pursuant to any agreement under section 125 of the Code or as a result of 'deemed 125 compensation' within the meaning of Revenue Ruling 2002-27." 2. Effective as of January 1, 1998, the last sentence of Section 1.1(8) of the Plan is hereby amended to read as follows: "Unless otherwise indicated herein, an Employee's Bonus Compensation shall be calculated prior to any reduction thereof made pursuant to a Salary Reduction Agreement under the Plan, pursuant to any agreement under section 125 of the Code or as a result of 'deemed 125 compensation' within the meaning of Revenue Ruling 2002-27." 3. Section 1.1(14)(b) of the Plan is hereby amended in its entirety to read as follows: "(b) Effective as of January 1, 2002, notwithstanding the foregoing, Compensation of an Employee taken into account for any purpose for any Plan Year shall not exceed $200,000 (as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code)." 4. The first sentence of Section 1.1(21) of the Plan is hereby amended to read as follows: "Any distribution of all of any portion of the balance to the credit of the distributee from a qualified trust (as hereinafter defined), except, (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently that annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more, (b) any distribution to the extent the distribution is required under section 401(a)(9) of the Code, (c) the portion of any distribution that is not includible in gross income, (d) any distribution which is made upon hardship of the Employee, and (e) such other amounts specified in Treasury regulations or Internal Revenue Service rulings, notices or announcements issued under section 402(c) of the Code." 5. The last sentence of Section 1.1(28B) of the Plan is hereby amended to read as follows: "Notwithstanding the foregoing, (a) FSP Compensation shall not include any amounts received from Harris Calorific, Inc. or Lincoln Global, Inc. (or prior to January 1, 1999, the Harris Calorific Division or Seal Seat Division of the Company) provided, however, that FSP Compensation shall include amounts received from Lincoln Global, Inc. by a Member who continues to be an FSP Participant after a transfer of employment from The Lincoln Electric Company, as provided in Section 2.4 of the Plan, and (b) FSP Compensation of an FSP Participant taken into account for any purpose for any Plan Year shall not exceed $200,000 (as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code)." 6. Effective January 1, 2003, the first sentence of Section 3.1 of the Plan is hereby amended to read as follows: "Upon enrollment pursuant to Section 2.2, a Member shall agree pursuant to a Salary Reduction Agreement to have his Employer make Before-Tax Contributions for him to the Trust of (1) a specified percentage of between 1% and 80% of his Base Compensation (in 1% increments) through equal percentage pay period reductions and/or (2) a specified percentage of between 1% and 80% of his Bonus Compensation (in 1% increments) or a whole dollar amount of his Bonus Compensation (up to 80%) through payroll deduction." 7. The first sentence of Section 3.5(1) of the Plan is hereby amended to read as follows: "Notwithstanding the foregoing provisions of this Article III, a Member's Before-Tax Contributions for any taxable year of such Member shall not exceed the limitation in effect under section 402(g) of the Code (except to the extent permitted under the Catch-Up Before-Tax Contribution provisions set forth in Section 3.12 and section 414(v) of the Code)." 8. Section 3.8 of the Plan is hereby deleted and reserved without renumbering the Sections that follow. 9. Section 3.9(1) of the Plan is hereby amended in its entirety to read as follows: "(1) In order to ensure that at least one of the actual deferral percentages specified in Section 3.6(1) and at least one of the contribution percentages specified in Section 3.7(1) are satisfied for each Plan Year, the Company shall monitor (or cause to be monitored) the amount of 2 Before-Tax Contributions and Matching Employer Contributions, if any, being made to the Plan for each Eligible Employee during each Plan Year. In the event that the Company determines that neither of such actual deferral percentages or neither of such contribution percentages will be satisfied for a Plan Year, the Before-Tax Contributions and/or Matching Employer Contributions made thereafter for each Highly Compensated Eligible Employee (as defined in Section 3.6(3)) shall be reduced (pursuant to non-discriminatory rules adopted by the Company) to the extent necessary to decrease the actual deferral percentage and/or contribution percentage for Highly Compensated Eligible Employees for such Plan Year to a level which satisfies either of the actual deferral percentages and/or either of the contribution percentages." 10. Section 3.9(3) of the Plan is hereby amended by deleting the phrase "Sections 3.6, 3.7 and 3.8" each place it appears therein and the phrase "Section 3.6, 3.7 and 3.8" where it appears therein and in each case substituting therefor the phrase "Sections 3.6 and 3.7." 11. The first sentence of Section 3.10(1) of the Plan is hereby amended to read as follows: "The Trustee shall, at the direction of the Company, receive and thereafter hold and administer as Rollover Contributions and part of the Trust Fund for a Covered Employee (a) all or any portion of an Eligible Rollover Distribution that was distributed to a Covered Employee, or is transferred at the request of a Covered Employee, from a qualified trust (as defined in Section 1.1(21)), provided that the requirements of section 402(c) or 401(a)(31) of the Code are met; or (b) the entire amount of a distribution to a Covered Employee that is attributable solely to a rollover contribution from a qualified trust and otherwise satisfies the requirements of section 408(d)(3)(A)(ii) of the Code. 12. Article III of the Plan is hereby amended by the addition of the following new Section 3.12 at the end thereof: "3.12 CATCH-UP BEFORE-TAX CONTRIBUTIONS. All Members who have elected to make Before-Tax Contributions to this Plan and who have attained age 50 before the end of a particular Plan Year shall be eligible to make catch-up contributions (the "Catch-Up Before-Tax Contributions") in accordance with, and subject to the limitations of, section 414(v) of the Code; provided, however that Catch-Up Before-Tax Contributions shall not be eligible for Matching Employer Contributions under Section 4.1, and provided further that Catch-Up Before-Tax Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of sections 401(a)(30) and 415(c) of the Code (i.e., Sections 3.6 and 4.9, respectively). In addition, notwithstanding any provision of the Plan to the contrary, the Plan shall not be treated as failing to satisfy the requirements of sections 401(k)(3), 401(k)(11), 410(b) or 416 of the Code, as applicable, by reason of the making of any such Catch-Up Before-Tax Contributions." 13. Section 4.1 of the Plan is hereby amended by the addition of the following new sentence at the end thereof: 3 "Notwithstanding any provision of the Plan to the contrary, no Matching Employer Contributions shall be made with respect to any Catch-Up Before-Tax Contributions (as defined in Section 3.12)." 14. Section 4.3 of the Plan is hereby amended by the addition of the following new sentence at the end thereof: "For purposes of this Section, the term 'Before-Tax Contributions' shall not include any Catch-Up Before-Tax Contributions (as defined in Section 3.12)." 15. Section 4.9(1) of the Plan is hereby amended in its entirety to read as follows: "Notwithstanding any other provision of the Plan, except to the extent permitted under Section 3.12 and section 414(v) of the Code, the maximum annual addition (as defined in Subsection (2) of this Section) to a Member's account for any limitation year (which shall be the Plan Year) shall in no event exceed the lesser of (a) $40,000 (as adjusted pursuant to section 415(d) of the Code) or (b) 100% of his compensation for such Plan Year." 16. Effective as of January 1, 1998, Section 4.9(3) of the Plan is hereby amended in its entirety to read as follows: "(3) For the purposes of this Section, the term 'compensation' shall mean compensation within the meaning of section 415(c)(3) of the Code and the Treasury Regulations thereunder; provided however, that effective as of January 1, 1998, such compensation shall be calculated prior to any reduction thereof made pursuant to a Salary Reduction Agreement under the Plan, pursuant to any agreement under section 125 of the Code, as a result of 'deemed 125 compensation' within the meaning of Revenue Ruling 2002-27 or, effective as of January 1, 2001, pursuant to any agreement under section 132(f)(4) of the Code." 17. Effective January 1, 2003, the first four sentences of Section 5.7(3) of the Plan are hereby deleted and the following is substituted therefor: "Each loan shall be in an amount which is not less than $1,000. A Member may have up to three loans outstanding at any one time." 18. Section 6.3(4) of the Plan is hereby amended in its entirety to read as follows: "(4) Notwithstanding any other provision of the Plan, if the value of a Member's Vested Interest on the Valuation Date coinciding with or next following his Employment Severance Date does not exceed $5,000, such Vested Interest shall be paid to him in a lump sum in cash (or, if the value of the Member's Vested Interest on such Valuation Date is zero, shall be deemed to have been paid to him in a lump sum) within 60 days after such Valuation Date; provided, however, that for purposes of this Subsection (4) the value of such Member's Vested 4 Interest shall be determined without regard to that portion of the Member's Account that is attributable to rollover contributions as described in Section 3.10." 19. The fifth sentence of Section 6.7(1) of the Plan is hereby amended to read as follows: "If a withdrawal on account of Hardship is made by a Member pursuant to this Subsection, notwithstanding any other provision of the Plan (or any other plan maintained by the Controlled Group) to the contrary, the Member's Before-Tax Contributions to the Plan (or any comparable contributions to any other plan maintained by the Controlled Group) shall be suspended for a period of 6 months following receipt of the Hardship withdrawal." 20. Section 6.9 of the Plan is hereby deleted and reserved without renumbering the Sections that follow. 21. Section 6.10(3) of the Plan is hereby amended in its entirety to read as follows: "(3) For purposes of this Section, the term "eligible retirement plan" means an individual retirement account or annuity described in section 408 of the Code, a defined contribution plan that meets the requirements of section 401(a) of the Code and accepts rollovers, an annuity plan described in section 403(a) of the Code, an annuity contract described in section 403(b) of the Code, an eligible plan described in section 457(b) of the Code which is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, or any other type of plan that is included within the definition of 'eligible retirement plan' under section 401(a)(31)(E) of the Code. The preceding definition of 'eligible retirement plan' shall apply in the case of a distribution to a Spouse after a Member's death, or to a Spouse or former spouse who is an alternate payee." 22. Section 9.2 of the Plan is hereby amended in its entirety to read as follows: "9.2 NOTIFICATION TO CLAIMANT. Unless such claim is allowed in full by the Administrative Committee, the Committee shall (within 90 days after such application was filed, plus an additional period of 90 days if the Administrative Committee determines that special circumstances require an extension of time for processing the claim and if written notice of the additional 90 day extension of time indicating the specific circumstances requiring the extension and the date by which a decision shall be rendered is given within the first 90 day period) cause written notice to be mailed to the claimant of the total or partial denial of such claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall state (1) the specific reason(s) for the denial of the claim, (2) specific reference(s) to pertinent provisions of the Plan and/or Trust Agreement on which the denial of the claim was based, (3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (4) a description of the Plan's review procedure specified in Section 9.3 including the time limits applicable to such procedure and a statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review." 5 23. Section 9.3 of the Plan is hereby amended in its entirety to read as follows: "9.3 REVIEW PROCEDURE. Within six months after the denial of his claim, the claimant or his duly authorized representative may appeal such denial by filing with the Administrative Committee his written request for a review of his said claim. If the claimant does not file such request with the Administrative Committee within such six month period, the claimant shall be conclusively presumed to have accepted as final and binding the initial decision of the Administrative Committee on his claim. If such an appeal is so filed within such six months, a Named Fiduciary designated by the Company shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant's claim for benefits. In addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial decision. The Administrative Committee shall mail or deliver to the claimant written notice of the Named Fiduciary's decision within a reasonable period of time, but not later than 60 days after the receipt of the request for review unless special circumstances require an extension of time for processing. If the Administrative Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision, and shall be furnished prior to the termination of the initial 60 day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. In the case of an adverse decision on review, the notice of decision (a) shall be written in a manner calculated to be understood by the claimant, (b) shall state the specific reason(s) for the decision, (c) shall make specific reference(s) to pertinent provisions of the Plan and/or Trust Agreement on which the decision is based, (d) shall contain a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits and (e) shall contain a statement describing any voluntary appeal procedures offered by the Plan including the claimant's right to obtain information about such procedures and a statement of the claimant's right to bring an action under ERISA Section 502(a). To the extent permitted by applicable law, the decision on review shall be final and binding on all interested persons. The Named Fiduciary appointed to conduct the review procedure set forth in this Section shall have the same powers to interpret the Plan and make factual findings with respect thereto as are granted to the Administrative Committee under Section 8.5." 24. The last two sentences of Section 14.1 of the Plan are hereby deleted and the following sentence is substituted therefor: "A Member's right to instruct the Trustee with respect to voting shares of Holdings Stock will include the exercise of any appraisal rights, dissenters' rights or similar rights granted by applicable law to the registered or beneficial holders of Holdings Stock." 25. Section 15.1(9) of the Plan is hereby amended in its entirety to read as follows: "(9) Key Employee: An Employee or former Employee who is or was a Member and who, at any time during the current Plan Year, is (a) an officer of an Employer (limited to no more 6 than 50 Employees or, if lesser, the greater of 3 Employees or 10 percent of the Employees) having an annual Compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), (b) a 5-percent owner (as such term is defined in section 416(i)(1)(B)(i) of the Code) of the Employer, or (c) a 1-percent owner (as such term is defined in section 416(i)(1)(B)(ii) of the Code) of an Employer having an annual Compensation of more than $150,000. The term 'Key Employee' shall also include such Employee's Beneficiary in the event of his death. For purposes of this Subsection, 'Compensation' has the meaning given such term by section 415(c)(3) of the Code." 26. Section 15.1(13) of the Plan is hereby amended in its entirety to read as follows: "(13) Top-Heavy Account Balance: A Member's (including a Member who has received a total distribution from this Plan) or a Beneficiary's aggregate balance standing to his account as of the Valuation Date coinciding with or immediately preceding the Determination Date (as adjusted by the amount of any Employer Contributions made or due to be made after such Valuation Date but before the expiration of the extended payment period in section 412(c)(10) of the Code), provided, however, that such balance shall include the aggregate distributions made to such Member or Beneficiary during the 1-year period ending on the Determination Date (including distributions under a terminated plan which if it had not been terminated would have been included in a Required Aggregation Group) unless such aggregate distributions were made for a reason other than severance from employment, death or disability in which case this Section 15.1(13) shall be applied by substituting a 5-year period for the 1-year period, and provided further that if an Employee or former Employee has not performed services for any Employer maintaining the Plan at any time during the 1-year period ending on the Determination Date, his Account (and/or the Account of his Beneficiary) shall not be taken into account." 27. Section 15.6(6) of the Plan is hereby amended in its entirety to read as follows: "(5) For the purpose of this Section, the term 'Employer Contributions' shall include Before-Tax Contributions and Matching Employer Contributions made for an Employee; provided, however, that Matching Employer Contributions taken into account in satisfying the percentage minimum contribution requirement set forth in Subsection (1) and Subsection (2) of this Section shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of section 401(m) of the Code." EXECUTED at Cleveland, Ohio this 31st day of December, 2002. THE LINCOLN ELECTRIC COMPANY By: ____________________________ Title: Human Resources Officer 7 EX-4.Q 16 l01847aexv4wq.txt EX-4(Q) AMENDMENT #14 TO THE PLAN Exhibit 4(q) AMENDMENT NO. 14 TO THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN (EFFECTIVE NOVEMBER 1, 1994) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No. 14 to The Lincoln Electric Company Employee Savings Plan (Effective November 1, 1994) (the "Plan"), effective March 16, 2003. I. Section 1.1(36) of the Plan is hereby amended by inserting the following new sentence at the end thereof: "Notwithstanding any provision of the Plan to the contrary, on and after March 16, 2003, the Matching Employer Contribution Percentage to be applied against Before-Tax Contributions made on or after such date (other than Before-Tax Contributions attributable to Compensation earned prior to such date) shall be zero (0) percent." II. The last sentence of Section 4.1 of the Plan (as added by Amendment No. 13) is hereby amended to read as follows: "Notwithstanding any provision of the Plan to the contrary, (i) no Matching Employer Contributions shall be made with respect to any Catch-Up Before-Tax Contributions (as defined in Section 3.12) and (ii) no Matching Employer Contributions shall be made with respect to any Before-Tax Contributions made on or after March 16, 2003 (other than Before-Tax Contributions attributable to Compensation earned prior to such date)." EXECUTED at Cleveland, Ohio this 11th day of March, 2003. THE LINCOLN ELECTRIC COMPANY By: __________________________________ Title: Vice-President, Human Resources NO PAGE NO. EX-5 17 l01847aexv5.txt EX-5 IRS DETERMINATION LETTER Exhibit 5 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: March 22, 1996 34-0359955 DLN: THE LINCOLN ELECTRIC COMPANY 345129016 C/O JOHN R CORNELL ESQ. Person to Contact: JONES DAY REAVIS & POGUE MARTIN HELMER NORTH POINT, 901 LAKESIDE AVE. Contact Telephone Number: CLEVELAND, OH 44114 (513) 684-3866 Plan Name: EMPLOYEE SAVINGS PLAN Plan Number: 005 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please `keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the amendment(s) adopted on December 16, 1994. This determination letter is applicable for the plan adopted on November 15, 1994. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section l.401 (a) (4)-1 (b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401 (a) (4)-4 (b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. -2- THE LINCOLN ELECTRIC COMPANY This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, C. Ashley Bullard District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum Letter 835 (DO/CG) -3- THE LINCOLN ELECTRIC COMPANY This determination letter supersedes our determination letter dated December 28, 1995. Letter 835 (DO/CG) EX-23 18 l01847aexv23.txt EX-23 CONSENT OF ERNST & YOUNG LLP Exhibit 23 Consent Of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 1,000,000 Common Shares pertaining to The Lincoln Electric Company Employee Savings Plan of our reports (a) dated January 29, 2003, with respect to the consolidated financial statements and schedule of Lincoln Electric Holdings, Inc. included in its Annual Report (Form 10-K) and (b) dated May 30, 2003, with respect to the financial statements and schedule of The Lincoln Electric Company Employee Savings Plan included in the Plan's Annual Report (Form 11-K), both for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Cleveland, Ohio July 11, 2003 EX-24 19 l01847aexv24.txt EX-24 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Directors and Certain Officers of Lincoln Electric Holdings, Inc. THE UNDERSIGNED Directors and Officers of Lincoln Electric Holdings, Inc. hereby appoint Anthony A. Massaro, H. Jay Elliott and Frederick G. Stueber, and each of them, as attorneys for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned in the capacity specified, to prepare or cause to be prepared, to execute and to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (1) a Registration Statement or amendments to previously filed Registration Statements with respect to participations in The Lincoln Electric Company Employee Savings Plan and shares of Lincoln Common Stock offered in connection therewith; (2) any and all amendments (including post-effective amendments), prospectuses and exhibits to such Registration Statement; and (3) any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the securities to which such Registration Statement relates, with full power and authority to take or cause to be taken any other actions considered necessary or appropriate to effect the filing of such document. EXECUTED the date set forth below. /s/ Anthony A. Massaro - --------------------------------------- --------------------------------------- --------------------------------------- Anthony A. Massaro John M. Stropki, Jr. H. Jay Elliott Chairman of the Board, President, Executive Vice President, Chief Senior Vice President, Chief Financial Chief Executive Officer and Director Operating Officer and Director Officer and Treasurer (principal executive officer) July __, 2003 (principal financial and accounting July 16, 2003 officer) July __, 2003 - --------------------------------------- --------------------------------------- --------------------------------------- Harold L. Adams, Director Harry Carlson, Director Ranko Cucuz, Director July __, 2003 July __, 2003 July __, 2003 - --------------------------------------- --------------------------------------- --------------------------------------- David H. Gunning, Director Robert J. Knoll, Director Paul E. Lego, Director July __, 2003 July __, 2003 July __, 2003 - --------------------------------------- --------------------------------------- --------------------------------------- G. Russell Lincoln, Director Kathryn Jo Lincoln, Director Henry L. Meyer III, Director July __, 2003 July __, 2003 July __, 2003 - --------------------------------------- --------------------------------------- Hellene S. Runtagh, Director Frank L. Steingass, Director July __, 2003 July __, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.D

                                                                    Exhibit 4(d)

                                 AMENDMENT NO. 1
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 1 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994). The provisions of this Amendment shall be
effective as of November 1, 1994.

                                       I.

                  Section 1.1(22) and Section 3.5(1) of the Plan are hereby
amended by deleting the reference to "section 402(a)(8)" and substituting
therefor "section 402(e)(3)".

                                       II.

                  Section 1.1(27) of the Plan is hereby amended in its entirety
to read as follows:

         "(27) Enrollment Date: November 16, 1994, the first day of each
         January, April, July and October thereafter, and the Wednesday
         immediately preceding each Thanksgiving Day after 1994."

                                      III.

                  Section 1.1(31)(a) of the Plan is hereby amended by deleting
the words "Unless the Company elects one of the simplified methods contained in
section 414(q)(12) of the Code or Revenue Procedure 93-42," and substituting
therefor the following:

         "Unless the Company elects one of the simplified methods contained in
         section 414(q)(12) of the Code or Section 4 of Revenue Procedure 93-42
         (including, if elected, the use of a 'snapshot day' as provided in such
         Procedure) the provisions of which are hereby incorporated by
         reference,"

                                       IV.

                  Section 6.6(2) of the Plan is hereby amended in its entirety
to read as follows:

                  "(2)(a)  To the extent required under the Code, distributions
         under the Plan shall be made in a manner which satisfies section
         401(a)(9) of the Code and Treasury Regulations issued thereunder
         (including the incidental death benefit requirement of Prop. Treas.
         Reg. Section 1.401(a)(9)(2), which provisions and Regulations are
         incorporated into the Plan by reference; provided, however, that such
         provisions of the Code and Regulations shall override the other



         distribution provisions of the Plan only to the extent that such other
         Plan provisions provide for distribution that is less rapid than
         required under the provisions of the Code and Regulations. Nothing
         contained in this Section shall be construed as providing any optional
         forms of payment that are not available under the other distribution
         provisions of the Plan.

                  (b)      To the extent required by section 401(a)(9) of the
         Code, the Vested Interest of a Member who has not commenced receiving a
         distribution under the Plan shall commence to be distributed to such
         Member not later than April 1 of the calendar year following the
         calendar year in which he attains age 70 1/2.

                  (c)      The Vested Interest of a Member described in
         paragraph (b) of this Subsection shall be distributed in the manner
         described in Section 6.3 (as if the Member has incurred an Employment
         Severance, whether or not the Member has in fact incurred an Employment
         Severance), provided that the amount distributed in any year shall not
         be less than the amount required to be distributed under section
         401(a)(9) of the Code and the Regulations issued thereunder. For
         purposes of determining the amount to be distributed in any year
         pursuant to this paragraph, a Member's Vested Interest shall be based
         on the value of the Member's Account on the Valuation Date immediately
         preceding the date of the distribution.

                  (d)      If distributions to a Member have commenced and the
         Member dies before his entire Vested Interest has been distributed to
         him, the remaining portion of such Interest shall be distributed at
         least as rapidly as under the method of distribution being used as of
         the date of the Member's death.

                  (e)      If a Member dies before the distribution of his
         Vested Interest has commenced, his Vested Interest shall be distributed
         as provided in Section 6.2 or 6.4, as applicable."

                  EXECUTED at Cleveland, Ohio, this 16th day of December, 1994.

                                        THE LINCOLN ELECTRIC COMPANY

                                        By /s/ H. Jay Elliot
                                           -----------------------------
                                           Title: Vice President, CFO
                                                  Treasurer and Acting Secretary

                                        And ____________________________
                                            Title:

                                       2

EX-4.E

                                                                    Exhibit 4(e)

                                 AMENDMENT NO. 2
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 2 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994).

                                       I.

                  Effective as of July 1, 1995, Section 1.1(17) of the Plan is
hereby amended by (i) deleting the words "or provisional" and (ii) restating
clause (b) thereof to read as follows:

         "(b) prior to July 1, 1995, any Employees of the Harris Calorific
         Division of the Company."

                                       II.

                  Effective as of November 1, 1994, Section 12.2 of the Plan is
hereby amended in its entirety to read as follows:

         "12.2 Costs and Expenses. The costs and expenses incurred in connection
         with the administration of the Plan and Trust Fund shall be paid from
         the Trust Fund; provided, however, that the Company, in its absolute
         discretion, may elect at any time to pay part or all thereof directly,
         but any such election shall not bind the Company as to its right to
         elect with respect to the same or other expenses at any other time to
         have such expenses reimbursed or paid from the Trust Fund."

                  EXECUTED at Cleveland, Ohio, this 19th day of June, 1995.

                                     THE LINCOLN ELECTRIC COMPANY

                                      By: /s/ Harry Carlson
                                          -------------------------------------
                                          Title: Vice Chairman

                                      And /s/ Frederick G. Stueber
                                          -------------------------------------
                                          Title: Secretary

EX-4.F

                                                                    Exhibit 4(f)

                                 AMENDMENT NO. 3
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 3 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994).

                                       I.

                  Effective as of October 1, 1995, Section 5.7(3) of the Plan is
hereby amended by (i) deleting from the first sentence thereof the words "and
shall be expressed in a multiple of $100" and (ii) inserting immediately after
the second sentence thereof the following:

         "Notwithstanding the preceding sentence, a Member who has a loan
         outstanding and is otherwise entitled to a loan under this Section may
         obtain (not more frequently than once in any calendar year) a new loan,
         provided that (a) on the effective date of the new loan the outstanding
         balance of the existing loan is paid in full with a portion of the
         proceeds of the new loan, and (b) the repayment period of the new loan
         does not extend beyond five years from the issuance date of the
         existing loan, or the issuance date of the earliest predecessor loan,
         whichever is earlier. For purposes of the preceding sentence, a
         "predecessor loan" is any loan issued under this Section which was paid
         in full with the proceeds of any other loan issued under this Section
         that remains outstanding."

                                       II.

                  Effective as of November 1, 1994 clause (a) of Section 5.7(4)
of the Plan is hereby amended to read as follows:

         "(a) direct the Trustee to liquidate the Member's interest in the
         Investment Funds, on a pro rata basis, to the extent necessary to
         provide funds for the loan,"

                                      III.

                  Effective as of October 1, 1995, Section 5.7(5)(d)(iii) of the
Plan is hereby amended in its entirety to read as follows:



         "(iii) repayment within a specified period of time which shall not
         extend beyond five years, unless the loan is used to acquire any
         dwelling unit which within a reasonable time is to be used (determined
         at the time the loan is made) as the principal residence of the Member,
         in which case the maximum repayment period shall not extend beyond
         fifteen years."

                                       IV.

                  Effective as of October 1, 1995, Article VI of the Plan is
hereby amended by adding the following new Section at the end thereof:

         "6.11 Distribution of Company Stock. Notwithstanding the preceding
         provisions of this Article, a Member or Beneficiary who is eligible to
         receive a distribution pursuant to this Article 6 (other than pursuant
         to Section 6.7) may elect to receive that portion of his distribution
         which is attributable to his interest in the Company Stock Fund in the
         form of whole shares of Company Stock with any fractional shares of
         Company Stock in cash."

                                       2



                  EXECUTED at Cleveland, Ohio, this 27th day of September, 1995.

                                    THE LINCOLN ELECTRIC COMPANY

                                    By /s/ H. Jay Elliott
                                       -----------------------------------------
                                    Title: Vice President, Chief Financial
                                           Officer and Treasurer

                                    And /s/ Frederick G. Stueber
                                        ----------------------------------------
                                    Title: General Counsel and Secretary

                                       3

EX-4.G

                                                                    Exhibit 4(g)

                                 AMENDMENT NO. 4
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 4 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994).

                                       I.

                  Effective as of January 1, 1997, Section 1.1(12) of the Plan
is hereby amended in its entirety to read as follows:

                  "(12) Company Stock: Voting Common Shares, without par value
         and non-voting Class A Common Shares, without par value, of the
         Company."

                                      II.

                  Effective as of January 1, 1997, Section 1.1(13) of the Plan
is hereby deleted and the following Subsections are substituted therefor:

                  "(13) Company Non-Voting Stock Fund: An Investment Fund
         invested primarily in non-voting Class A Common Shares, without par
         value, of the Company.

                  (13A) Company Voting Stock Fund: An Investment Fund invested
         primarily in voting Common Shares, without par value, of the Company."

                                      III.

                  Effective as of January 1, 1997, Section 1.1(36) of the Plan
is hereby amended in its entirety to read as follows:

                  "(36) Matching Employer Contribution Percentage: Twenty-five
         (25) percent or such other percentage as the Company shall establish
         for a Plan Year on or before the date or dates on which Matching
         Employer Contributions, if any, are made for such Plan Year, to apply
         against Members' Before-Tax Contributions to determine the Matching
         Employer Contributions for such Plan Year."



                                       IV.

                  Effective as of January 1, 1997, Section 3.2 of the Plan is
hereby amended in its entirety to read as follows:

                  "3.2 Payments to Trustee. Before-Tax Contributions shall be
         transmitted to the Trustee as soon as practicable, but in any event not
         later than the 15th business day of the month following the month in
         which such Contributions would otherwise have been paid to the
         Members."

                                       V.

                  Effective as of January 1, 1997, the first sentence of Section
4.1 of the Plan is hereby amended by deleting the second parenthetical phrase
set forth therein and substituting therefor the following:

         "(not in excess of 6% of Compensation or such other percentage
         specified by the Company before the beginning of the Plan Year)."

                                       VI.

                  Effective as of January 1, 1997, Section 4.3 of the Plan is
hereby amended in its entirety to read as follows:

                  "4.3 Allocation of Matching Employer Contributions. Each
         Employer's Matching Employer Contributions made for a Plan Year shall,
         subject to the provisions of Sections 3.5(3), 3.6(5) and 3.7(3), be
         allocated and credited to the Account of each Employee of the Employer
         who is entitled to receive a Matching Employer Contribution and for
         whom Before-Tax Contributions were made during such Plan Year, with
         each such Employee being credited with a portion of such Employer's
         Matching Employer Contribution equal to the Matching Employer
         Contribution Percentage of the Before-Tax Contributions (not in excess
         of 6% of Compensation or such other percentage specified by the Company
         before the beginning of the Plan Year) made for him pursuant to 3.1. An
         Employee of the Employer for whom Before-Tax Contributions are made
         shall be entitled to receive an allocation of Matching Employer
         Contributions in accordance with the preceding sentence, unless such
         Before-Tax Contributions are made for any period while he was an
         Employee of the Harris Calorific Division or Sealseat Division of the
         Company."

                                       2




                                      VII.

                  Effective as of January 1, 1997, the second sentence of
Section 5.1 of the Plan is hereby amended to read as follows:

         "Notwithstanding the foregoing, the Investment Committee shall direct
         the Trustee to establish and maintain a Company Voting Stock Fund and a
         Company Non-Voting Stock Fund as two of the Investment Funds."

                                      VIII.

                  Effective as of January 1, 1997, the first sentence of Section
5.5 of the Plan is hereby deleted and the following new sentences are
substituted therefor:

         "Each Member may, pursuant to rules and procedures adopted by the
         Administrative Committee, direct that Before-Tax, Rollover and Employer
         Contributions, other than Matching Employer Contributions, made by or
         for him shall be invested in any or all of the Investment Funds.
         Matching Employer Contributions shall be invested in the Company
         Non-Voting Stock Fund (or in such other Investment Fund as the
         Investment Committee shall designate for such purpose) and shall not be
         subject to the Members' investment directions."

                                       IX.

                  Effective as of January 1, 1997, the last sentence of Section
5.7(1) of the Plan is hereby amended to read as follows:

         "Each loan shall be charged against the Member's Vested Interest in his
         Sub-Accounts as follows: first, against the Member's Rollover
         Contributions Sub-Account, if any; second, to the extent necessary
         against the Member's Before-Tax Contributions Sub-Account; third, to
         the extent necessary against the Member's Qualified Nonelective
         Contributions Sub-Account, if any; fourth, to the extent necessary,
         against the Member's Matching Employer Contributions Sub-Account, if
         any; and fifth, to the extent necessary against the Member's Profit
         Sharing Contributions Sub-Account, if any."

                                       X.

                  Effective as of January 1, 1997, Section 6.7 of the Plan is
hereby amended in its entirety to read as follows:

                  "6.7 Withdrawals on Account of Hardship. (1) Upon not less
         than 30 days prior written notice filed with the Administrative
         Committee, effective as of any Valuation Date, a Member who is an
         Employee and who has obtained all distributions and withdrawals (other
         than for Hardship) and all nontaxable loans then available under all
         plans maintained by the Controlled Group, may request, on a form
         provided by and filed with the Committee, a withdrawal on account of
         Hardship of all or a part of his Vested Interest in the following
         Sub-Accounts: Rollover Contributions Sub-Account, Before-Tax
         Contributions Sub-Account (excluding any earnings allocated thereto),

                                       3



         Qualified Nonelective Contributions Sub-Account, Matching Employer
         Contributions Sub-Account and Profit Sharing Contributions Sub-Account.
         Upon making a determination that the Member is entitled to a withdrawal
         on account of Hardship, the Committee shall direct the Trustee to
         distribute to such Member the amount requested and charge the amount of
         the withdrawal to the Member's Sub-Accounts in the order set forth in
         the preceding sentence, provided, however, that the amount of the
         withdrawal shall not be in excess of the amount necessary to alleviate
         such Hardship. If a withdrawal on account of Hardship is made by a
         Member pursuant to this Subsection, the following rules shall apply
         notwithstanding any other provision of the Plan (or any other plan
         maintained by the Controlled Group) to the contrary: (a) the Member's
         Before-Tax Contributions to the Plan (or any comparable contributions
         to any other plan maintained by the Controlled Group) shall be
         suspended for a period of 12 months following receipt of the Hardship
         withdrawal; and (b) the amount of the Member's Before-Tax Contributions
         (and any comparable contributions to any other plan maintained by the
         Controlled Group) for the Member's taxable year immediately following
         the taxable year of the Hardship withdrawal shall not be in excess of
         the applicable limit under section 402(g) of the Code for such next
         taxable year less the amount of such Member's Before-Tax Contributions
         (and any comparable contributions to any other plan maintained by the
         Controlled Group) for the taxable year of the Hardship withdrawal. A
         Member who has made a withdrawal pursuant to this Section and who
         desires to resume having Before-Tax Contributions made for him may do
         so, as of any Valuation Date after the expiration of the suspension
         period specified in this Section, if he is then an Eligible Employee
         and he again enrolls as a contributing Member pursuant to Sections 2.2
         and 3.1.

                  (2) Withdrawals from a Member's Sub-Accounts made pursuant to
         this Section shall be allocated among the Investment Funds in the same
         proportion as the value (determined as of the Valuation Date which is
         the effective date of such withdrawal) of such Member's Sub-Accounts
         invested in each such Investment Fund bears to the total value
         (determined as of such Valuation Date) of such Sub-Accounts."

                                       4



                                       XI.

                  Effective as of January 1, 1997, Section 6.11 of the Plan is
hereby amended in its entirety to read as follows:

                  "6.11 Distribution of Company Stock. Notwithstanding the
         preceding provisions of this Article, a Member or Beneficiary who is
         eligible to receive a distribution pursuant to this Article VI (other
         than pursuant to Section 6.7) may elect to receive that portion of his
         distribution which is attributable to his interest in the Company
         Voting Stock Fund or in the Company Non-Voting Stock Fund in the form
         of whole shares of the Company Stock invested in such Fund, with any
         fractional shares of such Stock in cash."

                  EXECUTED at Cleveland, Ohio, this 31st day of December, 1996.

                                     THE LINCOLN ELECTRIC COMPANY

                                     By /s/ Frederick G. Stueber
                                        ----------------------------------------
                                     Title: Senior Vice President, General
                                            Counsel, and Secretary

                                     And________________________________________
                                     Title:

                                       5

EX-4.H

                                                                    Exhibit 4(h)

                                 AMENDMENT NO. 5
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 5 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994). The provisions of this Amendment shall be
effective as of July 1, 1997.

                                       I.

                  Article I of the Plan is hereby amended by inserting the
following new Subsection immediately following Section 1.1(28):

                  "(28A) ESOP Contributions: Amounts attributable to
         contributions, plus gains and losses thereon, which were held prior to
         July 1, 1997 in The Lincoln Electric Company Employee Stock Ownership
         Plan, a frozen profit sharing plan which was merged into the Plan
         effective July 1, 1997."

                                       II.

                  Clause (a) of Section 1.1(53) of the Plan is hereby amended to
read as follows:

                  "(a) is derived from his Before-Tax Contributions, Rollover
         Contributions, ESOP Contributions and Qualified Nonelective
         Contributions and"

                                      III.

                  Article III of the Plan is hereby amended by inserting the
following new Section at the end thereof:

                  "3.11 Transfers of Assets to this Plan from Other Plans. (1)
         The Trustee shall, at the direction of the Company, receive and
         thereafter hold all amounts which may be transferred to it from a trust
         held under another plan which meets the requirements of sections 401(a)
         and 501(a) of the Code and which is not subject to the funding
         standards of section 412 of the Code.

                  (2) An Employee who has ESOP Contributions transferred to the
         Trust Fund on his behalf and who is otherwise not a Member shall be
         deemed to be a Member on and after the date of such transfer for all
         purposes of the Plan other than Articles III and IV."



                                       IV.

                  The first sentence of Section 5.1(1) of the Plan is hereby
amended to read as follows:

         "The Trust Fund shall be divided into such Investment Funds as the
         Investment Committee shall from time to time determine, and all
         Before-Tax Contributions, Rollover Contributions, ESOP Contributions
         and Employer Contributions shall be invested therein as provided in
         Section 5.5."

                                       V.

                  The first sentence of Section 5.2 of the Plan is hereby
amended to read as follows:

                  "The Company shall establish and maintain, or cause to be
                  established and maintained, an Account for each Member, which
                  Account shall reflect, pursuant to Sub-Accounts established
                  and maintained thereunder, the amount, if any, of the Member's
                  (a) Before-Tax Contributions, (b) Rollover Contributions, (c)
                  ESOP Contributions, (d) Matching Employer Contributions, (e)
                  Qualified Nonelective Contributions, and (f) Profit Sharing
                  Contributions."

                                       VI.

                  The second sentence of Section 5.4(2) of the Plan is hereby
amended by inserting ", ESOP Contributions" immediately after the words
"Rollover Contributions".

                                      VII.

                  The first two sentences of Section 5.5 of the Plan (as amended
by Amendment No. 4) are hereby deleted and the following sentences are
substituted therefor:

         "Each Member may, pursuant to rules and procedures adopted by the
         Administrative Committee, direct that Before-Tax, Rollover, and
         Employer Contributions, other than Matching Employer Contributions,
         made by or for him shall be invested in any or all of the Investment
         Funds. Matching Employer Contributions shall be invested in the Company
         Non-Voting Stock Fund (or in such other Investment Fund as the
         Investment Committee shall designate for such purpose) and shall not be
         subject to the Members' investment directions. ESOP Contributions shall
         be invested in the Company Voting Stock Fund and the Company Non-Voting
         Stock Fund, as applicable, and shall not be subject to the Members'
         investment directions."

                                       2



                                      VIII.

                  The last sentence of Section 5.7(1) (as amended by Amendment
No. 4) of the Plan is hereby amended by (i) deleting the word "and" where it
appears before the word "fifth", and (ii) deleting the period at the end thereof
and substituting therefor the following:

         "; and sixth, to the extent necessary, against the Member's ESOP
         Contributions Sub-Account, if any."

                                      IX.

                  The first sentence of Section 6.7(1) of the Plan (as amended
by Amendment No. 4) is hereby amended by deleting the phrase "and Profit Sharing
Contributions Sub-Account" before the period at the end thereof and substituting
therefor the following:

         ", Profit Sharing Contributions Sub-Account and ESOP Contributions
         Sub-Account"

                  EXECUTED at Cleveland, Ohio, this 27th day of June, 1997.

                              THE LINCOLN ELECTRIC COMPANY

                              By /s/ H. Jay Elliot
                                 ---------------------------------------------
                              Title: Senior Vice President, Chief Financial
                                     Officer and Treasurer

                              And /s/ Frederick G. Stueber
                                  --------------------------------------------
                              Title: Senior Vice President, General
                                     Counsel and Secretary

                                       3

EX-4.I

                                                                    Exhibit 4(i)

                                 AMENDMENT NO. 6
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 6 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994). The provisions of this Amendment shall be
effective as of November 1, 1997, unless otherwise specifically provided herein.

                                       I.

                  Sections 1.1(19) and 1.1(20) of the Plan are hereby amended to
read as follows:

                  "(19) Effective Date: November 1, 1994 for the Company and
         Members who enter the Plan as Covered Employees of the Company, and,
         for any other Employer and Members who enter the Plan as Covered
         Employees or FSP Participants of such Employer, the effective date
         specified by such Employer upon its adoption of the Plan.

                  (20) Eligible Employee: An Employee who is eligible to have
         his Employer make Before-Tax Contributions for him to the Trust as
         provided in Sections 2.1, 2.2 and 2.3 of the Plan."

                                      II.

                  Section 1.1(24) of the Plan is hereby amended to read as
follows:

                  "(24) Employer Contributions: Matching Employer Contributions
         as described in Section 4.1, Qualified Nonelective Contributions as
         described in Section 4.4, Profit Sharing Contributions as described in
         Section 4.6, and FSP Contributions as described in Section 4.12."

                                      III.

                  Article I of the Plan is hereby amended by inserting the
following new Subsections immediately following Section 1.1(28A):

                  "(28B) FSP Compensation: shall mean, for any Plan Year,
         regular salary and/or wages, plus overtime and excluding bonuses,
         received by an FSP Participant from the Employer during the Plan Year
         while an FSP Participant, provided, however, that for the initial Plan
         Year that an Employee is an FSP Participant, FSP Compensation shall be
         deemed to include the regular



         salary and/or wages, plus overtime (but not bonuses) received by the
         Employee from the Employer for the two calendar months preceding the
         date that he became an FSP Participant. Notwithstanding the foregoing,
         (a) FSP Compensation shall not include any amounts received from the
         Harris Calorific Division or Seal Seat Division of the Company and (b)
         FSP Compensation of an FSP Participant taken into account for any
         purpose for any Plan Year shall not exceed $150,000 (as such amount
         shall be increased by the cost-of-living adjustment under section
         415(d) of the Code)."

                  "(28C) FSP Contributions: Employer Contributions described in
         Section 4.12."

                  "(28D) FSP Participant: shall mean any Employee who meets the
         eligibility requirements of Section 2.3."

                                       IV.

                  Section 1.2 (32) of the Plan is hereby amended to read as
follows:

                  "(32) Hour of Service: (a) For all purposes other than
         determining eligibility to participate in the Plan as an FSP
         Participant, an "Hour of Service" shall mean an hour for which an
         Employee is paid, or entitled to payment, by one or more Controlled
         Group Members for the performance of duties as an Employee.

                  (b) For purposes of determining eligibility to participate in
         the Plan as an FSP Participant, an "Hour of Service" shall mean:

                  (i)      Each hour for which an Employee is paid, or entitled
                           to payment, for the performance of duties for a
                           Controlled Group Member. These hours shall be
                           credited to the Employee for the computation period
                           or periods in which the duties are performed;

                  (ii)     Each hour for which an Employee is paid, or entitled
                           to payment, by a Controlled Group Member on account
                           of a period of time during which no duties are
                           performed (irrespective of whether the employment
                           relationship has terminated) due to vacation,
                           holiday, illness, incapacity (including disability),
                           layoff, jury duty, military duty, or leave of
                           absence. Hours under this subparagraph shall be

                                       2



                           calculated and credited pursuant to Section
                           2530.200b-2 of the Department of Labor Regulations,
                           which are incorporated herein by this reference; and

                  (iii)    Each hour for which back pay, irrespective of
                           mitigation of damages, is either awarded or agreed to
                           by a Controlled Group Member. The same Hours of
                           Service shall not be credited both under
                           subparagraphs (i) or (ii) above, as the case may be,
                           and under this subparagraph (iii). These hours shall
                           be credited to the Employee for the computation
                           period or periods to which the award or agreement
                           pertains, rather than the computation period in which
                           the award, agreement, or payment is made."

                                       V.

                  Clause (b) of Section 1.1(53) of the Plan is hereby amended to
read as follows:

                  "(b) is (i) derived from Matching Employer Contributions,
         Profit Sharing Contributions, and FSP Contributions and (ii)
         nonforfeitable after his completion of three Years of Vesting Service."

                                       VI.

                  Article I of the Plan is hereby amended by inserting the
following at the end of Section 1.1(54):

         "(54A) Year of Eligibility Service: For the purpose of determining
         eligibility for participation in the Plan as an FSP Participant, an
         Employee shall be credited with a Year of Eligibility Service when he
         is credited with at least 1000 Hours of Service in the 12-month period
         beginning with his Employment Commencement Date and, if applicable, his
         Reemployment Commencement Date, either of which 12-month periods shall
         be the "Initial Eligibility Computation Period." Whether or not an
         Employee is entitled to be credited with 1000 Hours of Service during
         an Initial Eligibility Computation Period, such Employee shall be
         credited with a Year of Eligibility Service if he is credited with at
         least 1000 Hours of Service during the Plan Year which includes the
         first anniversary of his Employment Commencement Date or Reemployment
         Commencement Date (whichever is applicable) or any Plan Year
         thereafter; provided, however, that an Employee who is credited with
         1000 Hours of Service in both the Initial Eligibility Computation
         Period and the Plan Year which includes the first anniversary of his
         Employment Commencement Date of

                                       3



         Reemployment Commencement Date (whichever is applicable) shall be
         credited with two Years of Eligibility Service. For purposes of this
         Section 1.1(54A), the term "Hour of Service" has the meaning set forth
         in Section 1.1(32)(b)."

                                      VII.

                  Section 2.2 of the Plan is hereby amended to read as follows:

                  "2.2 Commencement of Membership. (1) Any Eligible Employee may
         enroll in the Plan for purposes of having his Employer make Before-Tax
         Contributions for him to the Trust on the Enrollment Date on which he
         is initially eligible or on any subsequent Enrollment Date by filing
         with the Administrative Committee at least 30 days (or such shorter
         period as the Committee shall determine) before such Date an enrollment
         form prescribed by the Committee, which form shall include (a) the
         desired effective date of the Eligible Employee's enrollment in the
         Plan, (b) his agreement commencing on or after such effective date to
         have his Employer make Before-Tax Contributions for him to the Trust,
         (c) his authorization to his Employer to withhold from his Base
         Compensation for each pay period and/or his Bonus Compensation for the
         Plan Year, commencing on or after such effective date, any designated
         Before-Tax Contributions and to pay the same to the Trust, and (d) his
         direction that the Before-Tax Contributions and Employer Contributions,
         if any, made by or for him be invested (to the extent permitted under
         the Plan) in any one of the investment options permitted by Section
         5.5. An Eligible Employee who enrolls as provided in this Subsection
         (1) shall become a Member, if he is not otherwise a Member under the
         Plan.

                  (2) Notwithstanding the preceding provisions of this Section,
         an Eligible Employee who does not enroll in the Plan as provided in
         Subsection (1) shall be eligible to have Qualified Nonelective
         Contributions or Profit Sharing Contributions, if any, made on his
         behalf and shall become a Member, if he is not otherwise a Member under
         the Plan, on the Enrollment Date on which he is initially eligible
         pursuant to Section 2.1."

                                      VIII.

                  Article II of the Plan is hereby amended by deleting Section
2.3 and substituting therefor the following new Sections:

                                       4



                  "2.3 FSP Participation: (1) An Employee shall be eligible to
         become an FSP Participant under this Plan if he meets the following
         requirements:

                  (a)      he is a member of the class of Employees who are
                           eligible to become FSP Participants, as defined in
                           The Lincoln Electric Company Retirement Annuity
                           Program.

                  (b)      he has been credited with One Year of Eligibility
                           Service, and

                  (c)      his Employment Commencement Date is on or after
                           November 1, 1997, or his Employment Commencement Date
                           is prior to November 1, 1997 and he makes an
                           irrevocable election to participate in the Financial
                           Security Program offered by the Company effective
                           November 1, 1997 which election makes him eligible to
                           have FSP Contributions made on his behalf to the Plan
                           in accordance with the terms herein.

                  (2) An Employee who satisfies the foregoing requirements shall
         become an FSP Participant and a Member (if he is not otherwise a Member
         under the Plan) as of the (a) January 1st following his Employment
         Commencement Date if he is credited with one Year of Eligibility
         Service in his Initial Eligibility Computation Period (as defined in
         Section 1.1(54A)), or (b) the January 1st following the first Plan Year
         in which he is credited with one Year of Eligibility Service.

                  2.4 Duration of Membership. An Employee shall cease to be a
         Member when he ceases to be both an Eligible Employee and an FSP
         Participant; provided, however, that if after he ceases to be an
         Eligible Employee and an FSP Participant, an Account continues to be
         maintained for him, he shall (subject to Section 13.1) remain a Member
         for all purposes of the Plan other than for purposes of making, or
         having his Employer make, Before-Tax, Rollover or Employer
         Contributions pursuant to Article III and Article IV. If a former
         Eligible Employee again becomes an Eligible Employee, he may again
         enroll as provided in Section 2.2 on the first Enrollment Date
         following the date he so again becomes an Eligible Employee by filing
         with the Administrative Committee at least 30 days (or such shorter
         period as the Committee shall determine) before such Enrollment Date an
         enrollment form prescribed in Section 2.2. A re-

                                       5



         employed Employee who was an FSP Participant shall again become an FSP
         Participant on the date that he again becomes a Participating Member
         and an FSP Participant under The Lincoln Electric Company Retirement
         Annuity Program."

                                       IX.

                  Effective as of January 1, 1997, the last sentence of Section
4.3 of the Plan is hereby amended by deleting the term "Sealseat" and
substituting therefor "Seal Seat".

                                       X.

                  Article IV of the Plan is hereby amended by inserting the
following new Sections at the end thereof:

                  "4.12 FSP Contributions. Subject to the provisions of the Plan
         and Trust Agreement, each Employer shall contribute to the Trust on
         account of each Plan Year an amount equal to 2% of the FSP Compensation
         of FSP Participants for such Plan Year. The FSP Contributions of each
         Employer shall be made in cash. An Employer may make FSP Contributions
         on account of any Plan Year, or partial payments of such Contributions,
         at any time during such Plan Year or within the time following the
         close of such Year which is prescribed by law for the filing by each
         such Employer of its federal income tax return (including extensions
         thereof). Notwithstanding the above, for the Plan Year ending on
         December 31, 1997, the amount of the FSP Contribution for such year
         shall be an amount equal to 2% of the FSP Compensation of FSP
         Participants for the period from November 1, 1997 through December 31,
         1997."

                  "4.13 Allocation of FSP Contributions. Each Employer's FSP
         Contributions made for a Plan Year shall be allocated and credited to
         the Accounts of those FSP Participants who were FSP Participants on any
         day during such Plan Year. As of the last day of the period for which
         FSP Contributions are made but in no event later than the last day of
         the Plan Year there shall be credited to the Account of each such FSP
         Participant a portion of the FSP Contribution of such FSP Participant's
         Employer made for such period equal to the amount of such FSP
         Contribution multiplied by a fraction, the numerator of which is the
         FSP Participant's FSP Compensation for such period and the denominator
         of which is the total FSP Compensation for such period of all FSP
         Participants of such Employer."

                                       6



                                       XI.

                  The first sentence of Section 5.2 of the Plan (as amended by
Amendment No. 5) is hereby amended to read as follows:

         "The Company shall establish and maintain, or cause to be established
         and maintained, an Account for each Member, which Account shall
         reflect, pursuant to Sub-Accounts established and maintained
         thereunder, the amount, if any, of the Member's (1) Before-Tax
         Contributions, (2) Rollover Contributions, (3) ESOP Contributions, (4)
         Matching Employer Contributions, (5) Qualified Nonelective
         Contributions, if any, (6) Profit Sharing Contributions, if any, and
         (7) FSP Contributions."

                                      XII.

                  The first sentence of Section 5.7(1) of the Plan is hereby
amended to read as follows:

                  "A Member who is an Employee or a "party in interest" within
         the meaning of Section 3(14) of ERISA may apply on the form provided by
         the Administrative Committee for a loan from his Vested Interest in his
         Account, excluding his FSP Contributions Sub-Account."

                  EXECUTED at Cleveland, Ohio, this 31st day of October, 1997.

                           THE LINCOLN ELECTRIC COMPANY

                           By: /s/ H. Jay Elliott
                               ---------------------------------------------
                               Title: Senior Vice President, Chief Financial
                                      Officer and Treasurer

                           And: /s/ Frederick G. Stueber
                                ---------------------------------------------
                                Title: Senior Vice President, General
                                       Counsel and Secretary

                                       7

EX-4.J

                                                                    Exhibit 4(j)

                                 AMENDMENT NO. 7
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 7 to the Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment
shall be effective as of January 1, 1998.

                                       I.

                  Section 5.5 of the Plan is hereby amended in its entirety to
read as follows:

                  "5.5 Investment of Contributions. Each Member may, pursuant to
         rules and procedures adopted by the Administrative Committee, direct
         that Before-Tax Contributions, Rollover Contributions, Employer
         Contributions and ESOP Contributions made by or for him shall be
         invested in any or all of the Investment Funds. An investment option
         selected by a Member shall remain in effect and be applicable to all
         subsequent such Contributions made by or for him unless and until an
         investment change is made by him and becomes effective pursuant to
         rules and procedures adopted by the Administrative Committee. Each
         member may, pursuant to rules and procedures adopted by the
         Administrative Committee, make a change in the investment options
         selected by the Member with respect to amounts then held in his
         Account. In the absence of an effective investment direction and/or an
         effective investment change, Before-Tax, Rollover, and Employer
         Contributions (other than Matching Employer Contributions) shall be
         invested in such Investment Fund or Funds, and in such proportions, as
         is designated by the Investment Committee from time to time for such
         purpose, Matching Employer Contributions shall be invested in the
         Company Non-Voting Stock Fund (or in such other Investment Fund as the
         Investment Committee shall designate for such purpose), and ESOP
         Contributions shall be invested in the Company Voting Stock Fund and
         the Company Non-Voting Stock Fund, as applicable."



                                       II.

                  Article XI of the Plan is hereby amended by adding the
following new Section at the end thereof:

                  "11.7 Correction of Errors Notwithstanding anything herein to
         the contrary, the Plan Administrator or the Administrative Committee
         may take such actions or permit such actions to be taken as are
         necessary and reasonably calculated to correct an administrative error
         made by an Employer, the Plan Administrator, the Committee, the Trustee
         or any other Fiduciary or administrator."

                  EXECUTED at Cleveland, Ohio, this 11th day of June, 1998.

                          THE LINCOLN ELECTRIC COMPANY

                          By: /s/ Frederick G. Stueber
                              --------------------------------------------------
                              Title: Senior Vice President, General Counsel
                                     and Secretary

                                       2

EX-4.K

                                                                    Exhibit 4(k)

                                 AMENDMENT NO. 8
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 8 to The Lincoln Electric Company Employee Savings
plan (Effective November 1, 1994)(the "Plan"). The provisions of this Amendment
shall be effective as of June 2, 1998.

                                       I.

                  Sections 1.1(12), 1.1(13) and 1.1(13A) of the Plan are hereby
deleted in their entirety.

                                      II.

                  Article I of the Plan is hereby amended by inserting the
following new Subsections immediately following Section 1.1(31):

                  "(31A) Holdings Stock: Any class of voting or non-voting
         common stock of Lincoln Electric Holdings, Inc.

                  (31B) Holdings Stock Fund: An investment fund invested
         primarily in Holdings Stock."

                                      III.

                  The second sentence of Section 5.1(1) of the Plan is hereby
amended to read as follows:

                  "Notwithstanding the foregoing, the Investment Committee shall
         direct the Trustee to establish and maintain a Holdings Stock Fund as
         one of the Investment funds."

                                       IV.

                  The last sentence of Section 5.5 of the Plan is hereby amended
to read as follows:

                  "In the absence of an effective investment direction and/or an
         effective investment change, Before-Tax, Rollover, and Employer
         Contributions (other than Matching Employer Contributions) shall be
         invested in such Investment Fund or Funds, and in such proportions, as
         is designated by the Investment Committee from time to time for such
         purpose, and Matching Employer Contributions and ESOP Contributions
         shall be invested in the Holdings Stock Fund (or in such other
         Investment Fund as the Investment Committee shall designate for such
         purpose)."



                                       V.

                  Section 6.11 of the Plan is hereby amended in its entirety to
read as follows:

                  "6.11 Distribution of Holdings Stock. Notwithstanding the
         preceding provisions of this Article, a Member of Beneficiary who is
         eligible to receive a distribution pursuant to this Article VI (other
         than pursuant to Section 6.7) may elect to receive that portion of his
         distribution which is attributable to his interest in the Holdings
         Stock Fund in the form of whole shares of Holdings Stock with any
         fractional shares of Holdings Stock in cash."

                                       VI.

                  The first Section of Section 14.1 of the Plan is hereby
amended to read as follows:

                  "Before each annual or special meeting of the shareholders of
         Lincoln Electric Holdings, Inc., the Administrative Committee shall
         cause to be sent to each Member and Beneficiary who has voting shares
         of Holdings Stock allocated to his Account on the record date of such
         meeting a copy of the proxy solicitation material therefor, together
         with a form requesting confidential instructions on how to vote the
         voting shares of Holdings Stock allocated to his Account."

                                      VII.

                  Sections 4.2, 4.4, 4.6, 8.8 and Article XIV (including the
headings and subheadings thereunder) of the Plan are hereby amended by (i)
deleting the phrase "Company Stock" in each place it appears therein and (ii)
substituting therefor the phrase "Holdings Stock".

                  EXECUTED at Cleveland, Ohio, this 29th day of December, 1998.

                          THE LINCOLN ELECTRIC COMPANY

                          By: /s/ Frederick G. Stueber
                              -------------------------------------------------
                              Title: Senior Vice President, General Counsel and
                                     Secretary

                                       2

EX-4.L

                                                                    Exhibit 4(l)

                                 AMENDMENT NO. 9
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 9 to the Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment
shall be effective as of January 1, 1999.

                                       I.

                  The second sentence of Section 1.1(28B) is hereby amended to
read as follows:

         "Notwithstanding the foregoing, (a) FSP Compensation shall not include
         any amounts received from Harris Calorific, Inc. or Lincoln Global,
         Inc. (or prior to January 1, 1999, the Harris Calorific Division or
         Seal Seat Division of the Company) and (b) FSP Compensation of an FSP
         Participant taken into account for any purpose for any Plan Year shall
         not exceed $150,000 (as such amount shall be increased by the
         cost-of-living adjustment under section 415(d) of the Code)."

                                       II.

                  The last sentence of Section 4.3 of the Plan is hereby amended
to read as follows:

         "An Employee of the Employer for whom Before-Tax Contributions are made
         shall be entitled to receive an allocation of Matching Employer
         Contributions in accordance with the preceding sentence, unless such
         Before-Tax Contributions are made for any period while he was an
         Employee of Harris Calorific, Inc. or Lincoln Global, Inc. (or prior to
         January 1, 1999, the Harris Calorific Division or Seal Seat Division of
         the Company)."

                                      III.

                  Exhibit A to the Plan is hereby amended in its entirety to
read as follows:

                                   "EXHIBIT A

                             Participating Employers
                              as of January 1, 1999

The Lincoln Electric Company
Harris Calorific, Inc.
Lincoln Global, Inc."



         EXECUTED at Cleveland, Ohio, this 31st day of December, 1998.

                               THE LINCOLN ELECTRIC COMPANY

                               By: /s/ Frederick G. Stueber
                                   --------------------------------------------
                               Title: Senior Vice President, General Counsel
                                      and Secretary

                                       2

EX-4.M

                                                                    Exhibit 4(m)

                                AMENDMENT NO. 10
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 10 to the Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment
shall be effective as of the dates set forth herein.

                                       I.

                  Effective as of January 1, 1997, the second sentence of
Section 1.1(14)(b) of the Plan is hereby deleted.

                                       II.

                  Effective as of January 1, 1999, the first sentence of Section
1.1(21) of the Plan is hereby amended in its entirety to read as follows:

         "Any distribution of all or any portion of the balance to the credit of
         the distributee from a qualified trust (as hereinafter defined), except
         (a) any distribution that is one of a series of substantially equal
         periodic payments (not less frequently than annually) made for the life
         (or life expectancy) of the distributee or the joint lives (or joint
         life expectancies) of the distributee and the distributee's designated
         beneficiary, or for a specified period of ten years or more, (b) any
         distribution to the extent the distribution is required under section
         401(a)(9) of the Code, (c) the portion of any distribution that is not
         includible in gross income, (d) any `hardship' distribution (as defined
         in section 401(k) of the Code), and (e) such other amounts specified in
         Treasury regulations or Internal Revenue Service rulings, notices or
         announcements issued under section 402(c) of the Code."

                                      III.

                  Effective as of January 1, 1997, the second sentence of
Section 1.1(22) of the Plan is hereby amended to read as follows:

         "For purposes of this Subsection, a 'leased employee' means any person
         who, pursuant to an agreement between a Controlled Group Member and any
         other person (`leasing organization'),



         has performed services for the Controlled Group Member on a
         substantially full-time basis for a period of at least one year, and
         such services are performed under the primary direction and control of
         the Controlled Group Member."

                                       IV.

                  Effective as of January 1, 2000, Section 1.1(22) of the Plan
is hereby amended by the addition of the following new sentence at the end
thereof:

         "The term `Employee' shall not include (a) any person rendering
         services solely as a director, (b) any person who is classified by the
         Employer or a Controlled Group Member as an independent contractor, or
         (c) any person who is a nonresident alien and who receives no earned
         income (within the meaning of section 911(b) of the Code from the
         Employer or a Controlled Group Member which constitutes income from
         sources within the United States (within the meaning of section
         861(a)(3) of the Code)."

                                       V.

                  Effective as of January 1, 2000, clause (a) of the second
sentence of Section 1.1(28B) of the Plan is hereby amended by inserting the
following immediately before the word "and" at the end thereof:

         "provided, however, that FSP Compensation shall include amounts
         received from Lincoln Global, Inc. by a Member who continues to be an
         FSP Participant after a transfer of employment from The Lincoln
         Electric Company, as provided in Section 2.4 of the Plan."

                                       VI.

                  Effective as of November 1, 1994, Section 1.1(27) of the Plan
is hereby amended in its entirety to read as follows:

                  "(27) Enrollment Date: November 16, 1994, and (a) with respect
         to elections to reduce Base Compensation, the first day of each
         January, April, July and October thereafter, and (b) with respect to
         elections to reduce Bonus Compensation the Wednesday immediately
         preceding each Thanksgiving Day after 1994."

                                      VII.

                  Effective as of January 1, 1997, Section 1.1(31) of the Plan
is hereby amended in its entirety to read as follows:

                                       2



                  "(31) Highly Compensated Employee:

                  (a) For a particular Plan Year, any Employee (i) who, during
         the current or preceding Plan Year, was at any time a 5-percent owner
         (as such term is defined in section 416(i)(1) of the Code), or (ii) for
         the preceding Plan Year, received compensation from the Controlled
         Group in excess of the amount in effect for such Plan Year under
         section 414(q)(1)(B) of the Code.

                  (b) 'Highly Compensated Employee' shall include a former
         Employee whose Employment with the Controlled Group terminated prior to
         the Plan Year and who was a Highly Compensated Employee for the Plan
         Year in which his employment terminated or for any Plan Year ending on
         or after his 55th birthday.

                  (c) For purposes of this Subsection, the term `compensation'
         shall mean (i) for the period prior to January 1, 1998, the sum of an
         Employee's compensation under Section 4.9(3) and the Employee's
         Before-Tax Contributions (subject to the limitation described in
         Section 1.1(14)(b) and elective or salary reduction contributions
         pursuant to a cafeteria plan under section 125 of the Code or a
         tax-sheltered annuity under section 403(b) of the Code, and (ii) for
         the period commencing on and after January 1, 1998, an Employee
         compensation under Section 4.9(3) (subject to the limitation described
         in Section 1.1(14)(b))."

                                      VIII.

                  Effective as of January 1, 2000 Section 2.4 of the Plan is
hereby amended by the addition of the following new sentence at the end thereof:

         "A Member who (a) transfers employment from The Lincoln Electric
         Company to the department of Lincoln Global, Inc. that manages
         licensing activities with third parties and (b) was an FSP Participant
         immediately prior to such transfer of employment, shall continue to be
         an FSP Participant following such transfer of employment (so long as he
         is otherwise eligible to be an FSP Participant without regard to the
         transfer of employment)."

                                       IX.

                  Effective as of November 1, 1994, the first sentence of
Section 3.1 of the Plan is hereby amended to read as follows:

         "Upon enrollment pursuant to Section 2.2, a Member shall agree pursuant
         to a Salary Reduction Agreement to have his Employer make Before-Tax
         Contributions for him to the Trust of (1) a specified percentage of his
         Base Compensation (in 1% increments) through equal percentage pay
         period reductions and/or (2) a specified percentage (in  1% increments)
         or a whole dollar amount of his Bonus Compensation through payroll
         deduction."

                                       3



                                       X.

                  Effective as of November 1, 1994, Section 3.3 of the Plan is
hereby amended in its entirety to read as follows:

                  "3.3 Changes in Contributions. The percentage designated by a
         Member with regard to Base Compensation pursuant to Section 3.1 shall
         continue in effect, notwithstanding any changes in the Member's
         Compensation. A Member may, however, in accordance with the percentages
         permitted by Section 3.1, change the percentage of his Base
         Compensation to be made as Before-Tax Contributions effective as of the
         next applicable Enrollment Date upon such prior written notice filed
         with the Administrative Committee as the Committee may require,
         provided that a Member may not make such a change more frequently than
         once each calendar quarter. A Member shall make an annual election with
         respect to the percentage, or amount, if any, of his Bonus Compensation
         for the Plan Year to be made as Before-Tax Contributions effective as
         of the applicable Enrollment Date during such Plan Year, upon such
         prior written notice filed with the Administrative Committee, and on
         such form as the Committee may require.

                                       XI.

                  Effective as of January 1, 1997, the second sentence of
Section 3.6(2) of the Plan is hereby amended to read as follows:

         "For purposes of this Subsection (2), the term `compensation' shall
         mean (a) for the period prior to January 1, 1998, the sum of an
         Eligible Employees compensation under Section 4.9(3) and his Before Tax
         Contributions (subject to the limitations described in Section
         1.1(14)(b) and (b) for the period commencing on and after January 1,
         1998, an Eligible Employees compensation under Section 4.9(3) (subject
         to the limitations described in Section 1.1(14)(b))."

                                      XII.

                  Effective as of January 1, 1997, the last three sentences of
Section 3.6(2) of the Plan are hereby deleted.

                                      XIII.

                  Effective as of January 1, 1997, the second sentence of
Section 3.6(4) of the Plan is hereby amended to read as follows:

         "For the purposes of this Subsection (4), the term `excess
         contributions' shall mean, for any Plan Year, the excess of (a) the
         aggregate amount of Before-Tax Contributions actually paid to the Trust
         on behalf of Highly Compensated Eligible Employees for such Plan Year
         over (b) the maximum amount of such Before-Tax Contributions permitted
         for such Plan Year under Subsection (1) of this Section, determined by
         reducing Before-Tax Contributions made on behalf

                                       4



         of Highly Compensated Eligible Employees beginning with the Highly
         Compensated Eligible Employee with the highest dollar amount of
         Before-Tax Contributions."

                                      XIV.

                  Effective as of January 1, 1997, the last sentence of Section
3.6(4) of the Plan is hereby deleted.

                                      XV.

                  Effective as of January 1, 1997, the last two sentences of
Section 3.7(2) of the Plan are hereby deleted.

                                      XVI.

                  Effective as of January 1, 1997, the second sentence of
Section 3.7(3) of the Plan is hereby amended to read as follows:

         "For the purposes of this Subsection (3), the term `excess aggregate
         contributions' shall mean, for any Plan Year, the excess of (a) the
         aggregate amount of the Matching Employer Contributions actually paid
         to the Trust by or on behalf of Highly Compensated Eligible Employees
         for such Plan Year over (b) the maximum amount of such Matching
         Employer Contributions permitted for such Plan Year under Subsection
         (1) of this Section, determined by reducing Matching Employer
         Contributions made by or on behalf of Highly Compensated Eligible
         Employees beginning with the Highly Compensated Eligible Employee with
         the highest dollar amount of Matching Employer Contributions."

                                      XVII.

                  Effective as of January 1, 1997, the last sentence of Section
3.7(3) of the Plan is hereby deleted.

                                     XVIII.

                  Effective January 1, 1999, Section 3.9(3) of the Plan is
hereby amended in its entirety to read as follows:

                  "(3)     In applying the limitations set forth in Sections
         3.6, 3.7 and 3.8, the Company may, at is option, utilize such testing
         procedures as may be permitted under sections 401(a)(4), 401(k), 401(m)
         or 410(b) of the Code, including, without limitation, (a) aggregation
         of the Plan with one or more other qualified plans of the Controlled
         Group, (b) inclusion of qualified matching contributions, qualified
         nonelective contributions or elective deferrals described in, and
         meeting the requirements of, Treasury regulations under sections 401(k)
         and 401(m) of the Code to any

                                       5


         other qualified plan of the Controlled Group in applying the
         limitations set forth in Section 3.6, 3.7 and 3.8, (c) effective
         January 1, 1999, exclusion of all Eligible Employees (other than Highly
         Compensated Eligible Employees) who have not met the minimum age and
         service requirements of section 410(a)(1)(A) of the Code in applying
         the limitations set forth in Sections 3.6, 3.7 and 3.8, or (d) any
         permissible combination thereof."

                                      XIX.

                  Effective as of January 1, 2000, the last sentence of Section
4.3 of the Plan (as amended by Amendment No. 9) is hereby amended by inserting
the following before the period at the end thereof:

                  "provided, however, that an Employee who transfers employment
                  from The Lincoln Electric Company to the department of Lincoln
                  Global, Inc. that manages licensing activities with third
                  parties shall be entitled to receive an allocation of Matching
                  Employer Contributions in accordance with the preceding
                  sentence."

                                       XX.

                  Effective as of January 1, 1998, Section 4.9(3) of the Plan is
hereby amended in its entirety to read as follows:

                  "(3)     For the purposes of this Section, the term
         `compensation' shall mean compensation within the meaning of section
         415(c)(3) of the Code and the Treasury regulations thereunder."

                                      XXI.

                  Effective as of January 1, 2000, Section 4.10 of the Plan is
hereby amended by inserting the following sentence immediately following the
heading:

                  "The provisions of this Section shall be effective prior to
January 1, 2000."

                                      XXII.

                  Effective as of January 1, 1999, Section 5.7(2) of the Plan is
hereby amended in its entirety to read as follows:

                  "(2)     A member shall not be entitled to a loan under this
         Section unless the Member (and the Member's Spouse, if any) consents
         (with respect to the spouse, in the form and manner provided in Section
         1.1(18)) to (a) the use of the Member's Account as security as provided
         in Subsection (5)(c) of This Section and (b) the possible reduction of
         the Member's Account as provided in Subsection (6) of this Section."

                                     XXIII.

                  Effective as of January 1, 1999, Section 5.7(5)(d)(iv) of the
Plan is hereby amended in its entirety to read as follows:

                                       6


                  "(iv)    repayment in equal payments over the term of the
         loan, with payments not less frequently than quarterly, provided,
         however, that the Administrative Committee may waive such requirement
         for a period of not longer than one year in the case of a Member who is
         on an unpaid leave of absence in accordance with Treasury regulations
         issued under section 72(p) of the Code; and"

                                      XIV.

                  Effective as of January 1, 1998, Section 5.7(6) of the Plan is
hereby amended in its entirety to read as follows:

                  "(6)     Notwithstanding any other provision of the Plan, a
         loan made pursuant to this Section shall be a first lien against the
         Member's Loan Account. Any amount of principal or interest due and
         unpaid on the loan at the time of any default on the loan shall be
         satisfied by deduction from the Member's Loan Account, and shall be
         deemed to have been distributed to the Member, as follows:

                           (a)      in the case of a Member who is an Employee
                  and who is not, at the time of the default, eligible to
                  receive distribution of his Account under the provisions of
                  Article VI, other than Section 6.7, or by order of a court, at
                  such time as he first becomes eligible to receive distribution
                  of his Account under the provisions of Article VI, other than
                  Section 6.7, or by order of a court; or

                           (b)      in the case of any other Member, immediately
                  upon such default."

                                      XXV.

                  Effective as of December 12, 1994, Section 5.7 of the Plan is
hereby amended by the addition of the following new subsection at the end
thereof:

                  "(7)     Notwithstanding any other provision of the Plan, loan
         repayments will be suspended under the Plan as permitted under section
         414(u)(4) of the Code (for Members on a leave of absence for `qualified
         military service' (as defined in Section 11.8))."

                                      XXVI.

                  Effective as of January 1, 1999, Section 6.1 of the Plan is
hereby amended by inserting the following new sentences at the end thereof:

         "A Member's Spouse, if any, must consent to such Member's application
         for distribution. Such consent shall be in the form and manner provided
         in Section 1.1(18)."

                                     XXVII.

                  Effective as of January 1, 1999, Section 6.2 of the Plan is
hereby amended by the addition of the following new sentence at the end thereof:

         "Notwithstanding the foregoing, if the Member's Death Beneficiary is
         his Spouse, such distribution shall be made no later than the date on
         which the Member would have attained age 70 1/2, or if the

                                       7


         Member's Death Beneficiary is not his Spouse, such distribution shall
         be made within the one year period commencing on the date of the
         Member's death."

                                     XXVIII.

                  Section 6.3(2) of the Plan is hereby amended by the addition
of the following new sentences at the end thereof:

         "Notwithstanding the previous sentence, a Member who begins to receive
         a distribution of his entire Vested Interest in annual installments
         pursuant to Subsection (1)(b) of this Section may elect at any time
         prior to his receipt of his entire Vested Interest to receive the
         remainder of his Vested Interest in a lump sum in cash. Such an
         election shall be made by the Member in writing on an application
         prescribed by the Administrative Committee pursuant to Section 6.1,
         signed by the Member and filed with the Administrative Committee."

                                      XXIX.

                  Effective as of January 1, 1998, Section 6.3(4) of the Plan is
hereby amended by deleting the term "$3,500" and substituting therefor the term
"$5,000".

                                      XXX.

                  Effective as of January 1, 1999, the first sentence of Section
6.4 of the Plan is hereby amended to read as follows:

         "If a Member dies after his Employment Severance and before his entire
         Vested Interest has been paid to him, the undistributed portion of his
         Vested Interest valued as of the Valuation Date described in Section
         6.2, shall continue to be paid to his Death Beneficiary in the same
         manner as it was being paid to the Member, or if the Death Beneficiary
         so elects, shall be paid in a lump sum in cash within 60 days after the
         Valuation Date coinciding with or next following the date on which the
         Death Beneficiary makes such election."

                                      XXXI.

                  Effective as of January 1, 1999, Sections 6.6(2) of the Plan
is hereby amended in its entirety to read as follows:

         "(2)     (a)      Notwithstanding any other provisions of the Plan, to
         the extent required under section 401(a)(9) of the Code, the entire
         Vested Interest of a Member who is a 5% owner (as defined in section
         416 of the Code) or who attains age 70 1/2 prior to January 1, 2000 (i)
         shall be distributed to him in a lump sum in cash not later than April
         1 of the calendar year following the

                                       8


         calendar year in which he attains age 70 1/2 and, with respect to
         Members who are Employees, on December 31 of such year and each
         succeeding year or (ii) shall commence to be distributed to him in one
         of the forms permitted under Section 6.3(1) not later than the time
         specified in clause (i) of this Section; provided, however, that in the
         case of a Member who attains age 70 1/2 during the 1999 Plan Year, such
         Member may elect to delay such distribution or the commencement of such
         distributions until the time provided in the following sentence. In
         addition, the Vested Interest of any other Participant must be
         distributed or commence to be distributed not later than the later of
         April 1 of the calendar year following the later of (i) the calendar
         year in which he attains age 70 1/2 or (ii) the calendar year in which
         his employment with the Controlled Group terminates.

                  (b)      Notwithstanding the foregoing, distributions under
         this Section shall be made in accordance with the provisions of Section
         401(a)(9) of the Code and Treasury regulations issued thereunder,
         including Treasury regulation section 1.401(a)(9)-2, which provisions
         are hereby incorporated herein by reference, provided that such
         provisions shall override the other distribution provisions of the Plan
         only to the extent that such other Plan provisions provide for
         distribution that is less rapid than required under such provisions of
         the Code and regulations. Nothing contained in this Section shall be
         construed as providing any optional form of payment that is not
         available under the other distribution provisions of the Plan."

                                     XXXII.

                  Effective as of January 1, 1999, Section 6.7(1) of the Plan is
hereby amended by inserting the following new sentence immediately after the
first sentence of such Section:

         "The Member's Spouse, if any, must consent to such Member's withdrawal
         on account of Hardship. Such consent shall be in the form and manner
         provided in Section 1.1(18)."

                                     XXXIII.

                  Effective as of January 1, 1999, Section 8.5(2) of the Plan is
hereby amended in its entirety to read as follows:

                  "(2)     The Administrative Committee shall have the sole and
         absolute discretion to interpret the provisions of the Plan (including,
         without limitation, by supplying omissions from, correcting
         deficiencies in, or resolving inconsistencies or ambiguities in, the
         language of the Plan), to make factual findings with respect to any
         issue arising under the Plan, to determine the rights and status under
         the Plan of Members or other persons, to decide disputes arising under
         the Plan and to make any determinations and findings (including factual
         findings) with respect to the benefits payable thereunder and the
         persons entitled thereto as may be required for the purposes of the
         Plan. In furtherance of, but without limiting, the foregoing, the
         Administrative Committee is hereby granted the following specific
         authorities, which it shall discharge in its sole and absolute
         discretion in accordance with the terms of the Plan (as interpreted, to
         the extent necessary, by the Administrative Committee):

                           (a)      To resolve all questions (including factual
                  questions) arising under the provisions of the Plan as to any
                  individual's entitlement to become a Member;

                           (b)      To determine the amount of benefits, if any,
                  payable with respect to any person under the Plan (including,
                  to the extent necessary, making any factual findings with
                  respect thereto);

                           (c)      To determine the amount of an Employee's
                  Compensation; and

                                       9


                           (d)      To conduct the review procedure specified in
                  Section 9.3.

         All decisions of the Administrative Committee as to the facts of any
         case, as to the interpretation of any provision of the Plan or its
         application to any case, and as to any other interpretation, matter or
         other determination or question under the Plan shall be final and
         binding on all parties affected thereby subject to the provisions of
         Sections 8.7 and 9.3. The Administrative Committee shall instruct the
         Trustee as to the benefits to be paid under the Plan and shall furnish
         the Trustee with any information reasonably required by it for the
         purpose of the payment of such benefits."

                                     XXXIV.

                  Effective as of January 1, 1999, Section 9.3 of the Plan is
hereby amended by the addition of the following new sentence at the end thereof:

         "The Named Fiduciary appointed to conduct the review procedure set
         forth in this Section shall have the same powers to interpret the Plan
         and make factual findings with respect thereto as are granted to the
         Administrative Committee under section 8.5."

                                      XXXV.

                  Effective for orders issued on or after August 5, 1997,
Section 11.1 of the Plan is hereby amended by the addition of the following new
sentence at the end thereof:

         "Notwithstanding any provision of the Plan to the contrary, the Plan
         shall honor a judgment, order, decree or settlement providing for the
         offset of all or a part of a Member's benefit under the Plan, to the
         extent permitted under section 401(a)(13)(C) of the Code; provided that
         the requirements of section 401(a)(13)(C)(ii) of the Code relating to
         the protection of the Participant's Spouse (if any) are satisfied."

                                     XXXVI.

                  Effective as of December 12, 1994, Article XI of the Plan is
hereby amended by the addition of the following new Section at the end thereof:

                  "11.8    Military Service. Notwithstanding any provisions of
         the Plan to the contrary, contributions, benefits and service credit
         with respect to qualified military service will be provided in
         accordance with section 414(u) of the Code. 'Qualified military
         service' means any service in the uniformed services (as defined in
         chapter 43 of title 38 of the United States Code) by any individual if
         such individual is entitled to reemployment rights under such chapter
         with respect to such service."

                                       10


                                     XXXVII.

                  Effective as of January 1, 1997, the last sentence of Section
15.1(9) of the Plan is hereby amended by deleting "section 414(q)(7) of the
Code" where it appears therein and substituting therefor "section 414(q)(4) of
the Code".

                                    XXXVIII.

                  Effective as of January 1, 2000, Section 15.3 of the Plan is
hereby amended by the addition of the following new sentence immediately after
the heading:

         "The provisions of this Section shall be effective prior to January 1,
2000."

                                     XXXIX.

                  Effective as of January 1, 2000, Section 15.7 of the Plan is
hereby amended by inserting the following new sentence immediately after the
heading:

         "The provisions of this Section shall be effective prior to January 1,
2000."

                                       11


                  EXECUTED at Cleveland, Ohio, this 23rd day of December, 1999.

                                                   THE LINCOLN ELECTRIC COMPANY

                                                   By: /s/ Frederick G. Stueber
                                                       -------------------------

                                                   Title: Senior Vice President

                                       12

EX-4.N

                                                                    Exhibit 4(n)

                                AMENDMENT NO. 11
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 11 to the Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment
shall be effective as of the dates set forth herein.

                                       I.

                  Effective as of January 1, 2001, Section 1.1(17) of the Plan
is hereby amended in its entirety to read as follows:

         "(17) Covered Employee: An Employee of an Employer, excluding, however,
         (a) any 'leased employee' (as defined in Section 1.1(22)) of such
         Employer and (b) prior to July 1, 1995, any Employees of the Harris
         Calorific Division of the Company."

                                       II.

                  Effective as of January 1, 2001, Article I of the Plan is
hereby amended by inserting the following new Subsection immediately following
Section 1.1(24):

         "(24A) Employment: An Employee's Employment shall equal the total
         aggregate periods of his regular, full-time employment with an
         Employer. Periods of Employment are aggregated on the basis that one
         calendar month of Employment equals one month and each additional 30
         days of Employment equals one month."

                                      III.

                  Effective as of January 1, 2001, paragraph (a) of Section
1.1(32) of the Plan is hereby amended to read as follows:

         "(a) For all purposes other than determining whether an Employee has
         been credited with a Year of Eligibility Service, an "Hour of Service"
         shall mean an hour for which an Employee is paid, or entitled to
         payment, by one or more Controlled Group Members for the performance of
         duties as an Employee."



                                       IV.

                  Effective as of January 1, 2001, the first sentence of
paragraph (b) of Section 1.1(32) of the Plan is hereby amended by deleting all
of the language preceding the colon and substituting therefor the following:

         "For purposes of determining whether an Employee has been credited with
         a Year of Eligibility Service, an 'Hour of Service' shall mean"

                                       V.

                  Effective as of January 1, 2000, Section 1.1(36) of the Plan
is hereby amended in its entirety to read as follows:

         "(36) Matching Employer Contribution Percentage: Twenty-five (25)
         percent to apply against Members' Before-Tax Contributions deducted
         from Base Compensation and thirty-five (35) percent to apply against
         Members' Before-Tax Contributions deducted from Bonus Compensation to
         determine the Matching Employer Contributions for a Plan Year, or such
         other percentage as the Company shall establish for the Plan Year on or
         before the date or dates on which Matching Employer Contributions, if
         any, are made for such Plan Year."

                                       VI.

                  Effective as of January 1, 2001, Section 1.1(36) of the Plan
is hereby amended in its entirety to read as follows:

         "(36) Matching Employer Contribution Percentage: Thirty-five (35)
         percent or such other percentage as the Company shall establish for a
         Plan Year on or before the date or dates on which Matching Employer
         Contributions, if any, are made for such Plan Year, to apply against
         Members' Before-Tax Contributions to determine the Matching Employer
         Contribution for such Plan Year."

                                      VII.

                  Effective as of January 1, 2001, the first sentence of Section
1.1 (54A) of the Plan is hereby amended to read as follows:

         "An Employee shall be credited with a Year of Eligibility Service when
         he is credited with at least 1,000 Hours of Service in the 12-month
         period beginning with his Employment Commencement

                                       2


         Date and, if applicable, his Reemployment Commencement Date, either of
         which 12-month periods shall be the "Initial Eligibility Computation
         Period."

                                      VIII.

                  Effective as of January 1, 2001, Section 2.1 of the Plan is
hereby amended in its entirety to read as follows:

         "2.1 Eligible Employees. Each Covered Employee who is an Eligible
         Employee under the Plan on December 31,2000 shall continue to be an
         Eligible Employee under the Plan after December 31, 2000 so long as he
         remains a Covered Employee. Each other Employee shall become an
         Eligible Employee under the Plan on the first Enrollment Date on which
         he meets the following requirements:

                  (1) he is a Covered Employee, and

                  (2) either (a) he has been in Employment for at least six
         consecutive months, or (b) he has accumulated one Year of Eligibility
         Service."

                  EXECUTED at Cleveland, Ohio this 4th day of December, 2000.

                                           THE LINCOLN ELECTRIC COMPANY

                                           By: /s/ Frederick G. Stueber
                                               ---------------------------------

                                           Title: Senior Vice President, General
                                                  Counsel and Secretary

                                       3

EX-4.O

                                                                    Exhibit 4(o)

                                AMENDMENT NO. 12
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 12 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment
shall be effective as of the close of business on December 20, 2001, unless
otherwise specifically provided herein.

                                       I.

A new Section shall be added immediately prior to Article I of the Plan to read
as follows:

"Plan History

The Lincoln Electric Company previously sponsored The Lincoln Electric Company
Employee Stock Ownership Plan (the "Frozen Plan.") On July 1, 1997, the Frozen
Plan was merged into The Lincoln Electric Company Employee Savings Plan (the
Plan) and all participant accounts in the Frozen Plan were transferred to the
Plan. These assets are reflected in the ESOP Contributions account under the
Plan.

Effective December 20, 2001, the Plan was amended to provide that the Holdings
Stock Fund is intended to be a stock bonus plan as defined in Treasury
Regulation Section 1.401-1(b)(1)(iii) and a non-leveraged employee stock
ownership plan satisfying the requirements of sections 401(a), 409(e), (h) and
(o), and 4975(e)(7) of the Code. Notwithstanding the foregoing, the ESOP
Contributions Sub-Accounts held under the Plan will continue to reflect only
amounts relating to the Frozen Plan."

                                       II.

Article I of the Plan shall be amended by redesignating Subsection 1.1(28) as
Subsection 1.1(27A) and adding the following new Subsection immediately
following such Subsection 1.1(27A):

         "(28) ESOP: The Holdings Stock Fund which is intended to be a stock
         bonus plan as defined in Treasury Regulation Section 1.401-1(b)(1)(iii)
         and a non-leveraged employee stock ownership plan satisfying the
         requirements of sections 401(a), 409(e), (h) and (o), and 4975(e)(7) of
         the Code."

                                      III.

Section 1.1(31A) of the Plan shall be amended to read as follows:

         "Holdings Stock: Stock that constitutes "qualifying employer
         securities," as defined in section 4975(e)(8) of the Code, including
         voting or non-voting common stock of Lincoln Electric Holding, Inc."



                                       IV.

Section 1.1(31B) of the Plan shall be amended to read as follows:

         "Holdings Stock Fund: The Investment Fund within the Trust that is
         intended to be invested primarily in Holdings Stock and in which is
         held Holdings Stock allocated to a Member's Account (or Sub-Account)."

                                       V.

Section 1.1(40) of the Plan is hereby amended by adding the following new
sentence at the end thereof:

         "The Plan shall consist of two portions, the ESOP and the remainder of
         the Plan which is a profit sharing plan."

                                       VI.

Article III of the Plan is hereby amended by inserting the following new
Subsection immediately following Section 3.6(5):

         "(6) The portion of the Plan which constitutes an employee stock
         ownership plan, and which is mandatorily desegregated from the balance
         of the Plan pursuant to Treasury Regulation Section 1.401(k)-1(g)(11),
         shall be tested separately under the provisions of this Section 3.6."

                                      VII.

Article III of the Plan is hereby amended by inserting the following new
Subsection immediately following Section 3.7(4):

         "(5) The portion of the Plan which constitutes an employee stock
         ownership plan, and which is mandatorily disaggregated from the balance
         of the Plan pursuant to Treasury Regulation Section
         1.401(m)-1(b)(3)(ii), shall be tested separately under the provisions
         of this Section 3.7.

                                      VIII.

Article III of the Plan is hereby amended by inserting the following new
Subsection immediately following Section 3.8(2):

         "(3) The portion of the Plan which constitutes an employee stock
         ownership plan, and which is mandatory disaggregated from the balance
         of the Plan pursuant to Treasury Regulation Sections 1.401(k) -
         1(g)(11) and 1.401(m) - 1(b)(3)(ii), shall be tested separately under
         the provisions of this section 3.8."

                                       IX.

Section 5.1(1) of the Plan is hereby amended by deleting the last sentence
thereof and substituting therefor the following new sentences:

         "Subject to Section 5.8, dividends, interest and other distributions
         received by the Trustee in respect of each Investment Fund shall be
         reinvested in the same Fund. The Holdings Stock Fund shall be
         maintained as an Investment Fund at all times during which a portion of
         the Plan is intended to constitute an ESOP."

                                       2


                                       X.

Section 5.4(1) of the Plan is hereby amended by adding the following new
sentence at the end thereof:

         "In accordance with section 401(a)(28)(C) of the Code, valuation of
         Holdings Stock that is or becomes not readily tradable on an
         established securities market shall be made by an independent appraiser
         who meets the requirements similar to the requirements of the
         regulations prescribed under section 170(a)(1) of the Code."

                                       XI.

Section 5.5 of the Plan is hereby amended by adding the following new sentence
at the end thereof:

         "To the extent not otherwise permitted by the preceding provisions of
         this Section, Members shall be permitted, pursuant to procedures
         established by the Administrative Committee, to diversify the
         investment of that portion of their Account held in the ESOP to the
         extent required by section 401(a)(28)(B) of the Code, provided that
         such members are "qualified participants" within the meaning of section
         401(a)(28) of the Code."

                                      XII.

Article V of the Plan is hereby amended by inserting the following new Section
at the end hereof:

         "5.8 Dividends on Holdings Stock. Notwithstanding any other provision
         of the Plan, cash dividends paid on shares of Holdings Stock in which a
         Member has a Vested Interest that are held in the ESOP as of the record
         date of such dividend shall be, at the election of the Member or his
         Beneficiary, either:

                  (a)      paid by Lincoln Electric Holding, Inc. in cash to the
                           Member or Beneficiary, or, at the discretion of the
                           Administrator, paid by Lincoln Electric Holding, Inc.
                           to the Trust and distributed from the Trust to
                           Members or Beneficiaries, not later than ninety (90)
                           days after the close of the Plan Year in which paid
                           to the Plan; or

                  (b)      paid to the Plan and reinvested in the Holdings Stock
                           Fund.

         In the absence of an effective election under this Subsection 5.4(4),
         dividends on Holdings Stock shall be paid to the Plan and reinvested in
         the Holdings Stock Fund. The Plan Administrator shall determine the
         scope, manner and timing of the elections, dividend payments or
         distributions, and reinvestment in Holdings Stock described herein in
         any manner that is consistent with section 404(k) of the Code and other
         applicable provisions of the Code and ERISA."

                                      XIII.

Article VI of the Plan is hereby amended by redesignating Section 6.11 as
Section 6.11(1) and inserting the following new Subsection immediately following
Section 6.11(1):

         "(2) In accordance with sections 409(h)(4), (5) and (6) of the Code, if
         the Holdings Stock is or becomes not readily tradable on an established
         market, then any Member who is otherwise entitled to a total
         distribution from the Plan shall have the right (hereinafter referred
         to as the "Put Option") to require that his Holdings Stock be
         repurchased by the Company. The Trustee may elect to repurchase such
         Holdings Stock, in lieu of the Company. The Put Option shall only be
         exercisable during the sixty-day (60) period immediately following the
         date of distribution, and if the Put Option is not exercised within
         such sixty-day (60) period, it can be exercised for an additional sixty
         (60) days in the following Plan Year.

         The amount paid for Holdings Stock pursuant to the exercise of a Put
         Option as part of a lump sum distribution shall be paid in
         substantially equal periodic payments (not less frequently than
         annually) over a period beginning not later than thirty (30) days after
         the request for total

                                       3


         distribution and not exceeding five (5) years. There shall be adequate
         security provided and reasonable interest paid on an unpaid balance due
         under this paragraph.

         If the Company is required to repurchase Holdings Stock as part of an
         installment distribution, the amount to be paid for Holdings Stock will
         be paid not later than thirty (30) days after the exercise of the Put
         Option."

EXECUTED at Cleveland, Ohio, this 20th day of December, 2001.

Attest:                           THE LINCOLN ELECTRIC COMPANY

__________________________        By: /s/ H. Jay Elliott
                                      ------------------

                                  Title: Senior Vice President, Chief Financial
                                         Officer and Treasurer

                                       4

EX-4.P

                                                                    Exhibit 4(p)

                                AMENDMENT NO. 13
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (Effective November 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 13 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994) (the "Plan"). The provisions of this Amendment
shall be effective as of January 1, 2002 unless otherwise set forth herein.

                                       1.

                  Effective as of January 1, 1998, the last sentence of Section
1.1(4) of the Plan is hereby amended to read as follows:

         "Unless otherwise indicated herein, an Employee's Base Compensation
         shall be calculated prior to any reduction thereof made pursuant to a
         Salary Reduction Agreement under the Plan, pursuant to any agreement
         under section 125 of the Code or as a result of 'deemed 125
         compensation' within the meaning of Revenue Ruling 2002-27."

                                       2.

                  Effective as of January 1, 1998, the last sentence of Section
1.1(8) of the Plan is hereby amended to read as follows:

         "Unless otherwise indicated herein, an Employee's Bonus Compensation
         shall be calculated prior to any reduction thereof made pursuant to a
         Salary Reduction Agreement under the Plan, pursuant to any agreement
         under section 125 of the Code or as a result of 'deemed 125
         compensation' within the meaning of Revenue Ruling 2002-27."

                                       3.

                  Section 1.1(14)(b) of the Plan is hereby amended in its
entirety to read as follows:

                  "(b)     Effective as of January 1, 2002, notwithstanding the
         foregoing, Compensation of an Employee taken into account for any
         purpose for any Plan Year shall not exceed $200,000 (as adjusted for
         cost-of-living increases in accordance with section 401(a)(17)(B) of
         the Code)."

                                       4.

                  The first sentence of Section 1.1(21) of the Plan is hereby
         amended to read as follows:

         "Any distribution of all of any portion of the balance to the credit of
         the distributee from a qualified trust (as hereinafter defined),
         except, (a) any distribution that is one of a series of substantially



         equal periodic payments (not less frequently that annually) made for
         the life (or life expectancy) of the distributee or the joint lives (or
         joint life expectancies) of the distributee and the distributee's
         designated beneficiary, or for a specified period of ten years or more,
         (b) any distribution to the extent the distribution is required under
         section 401(a)(9) of the Code, (c) the portion of any distribution that
         is not includible in gross income, (d) any distribution which is made
         upon hardship of the Employee, and (e) such other amounts specified in
         Treasury regulations or Internal Revenue Service rulings, notices or
         announcements issued under section 402(c) of the Code."

                                       5.

                  The last sentence of Section 1.1(28B) of the Plan is hereby
amended to read as follows:

         "Notwithstanding the foregoing, (a) FSP Compensation shall not include
         any amounts received from Harris Calorific, Inc. or Lincoln Global,
         Inc. (or prior to January 1, 1999, the Harris Calorific Division or
         Seal Seat Division of the Company) provided, however, that FSP
         Compensation shall include amounts received from Lincoln Global, Inc.
         by a Member who continues to be an FSP Participant after a transfer of
         employment from The Lincoln Electric Company, as provided in Section
         2.4 of the Plan, and (b) FSP Compensation of an FSP Participant taken
         into account for any purpose for any Plan Year shall not exceed
         $200,000 (as adjusted for cost-of-living increases in accordance with
         section 401(a)(17)(B) of the Code)."

                                       6.

                  Effective January 1, 2003, the first sentence of Section 3.1
of the Plan is hereby amended to read as follows:

         "Upon enrollment pursuant to Section 2.2, a Member shall agree pursuant
         to a Salary Reduction Agreement to have his Employer make Before-Tax
         Contributions for him to the Trust of (1) a specified percentage of
         between 1% and 80% of his Base Compensation (in 1% increments) through
         equal percentage pay period reductions and/or (2) a specified
         percentage of between 1% and 80% of his Bonus Compensation (in 1%
         increments) or a whole dollar amount of his Bonus Compensation (up to
         80%) through payroll deduction."

                                       7.

                  The first sentence of Section 3.5(1) of the Plan is hereby
amended to read as follows:

         "Notwithstanding the foregoing provisions of this Article III, a
         Member's Before-Tax Contributions for any taxable year of such Member
         shall not exceed the limitation in effect under section 402(g) of the
         Code (except to the extent permitted under the Catch-Up Before-Tax
         Contribution provisions set forth in Section 3.12 and section 414(v) of
         the Code)."

                                       8.

                  Section 3.8 of the Plan is hereby deleted and reserved without
renumbering the Sections that follow.

                                       9.

                  Section 3.9(1) of the Plan is hereby amended in its entirety
to read as follows:

                  "(1)     In order to ensure that at least one of the actual
         deferral percentages specified in Section 3.6(1) and at least one of
         the contribution percentages specified in Section 3.7(1) are satisfied
         for each Plan Year, the Company shall monitor (or cause to be
         monitored) the amount of

                                       2


         Before-Tax Contributions and Matching Employer Contributions, if any,
         being made to the Plan for each Eligible Employee during each Plan
         Year. In the event that the Company determines that neither of such
         actual deferral percentages or neither of such contribution percentages
         will be satisfied for a Plan Year, the Before-Tax Contributions and/or
         Matching Employer Contributions made thereafter for each Highly
         Compensated Eligible Employee (as defined in Section 3.6(3)) shall be
         reduced (pursuant to non-discriminatory rules adopted by the Company)
         to the extent necessary to decrease the actual deferral percentage
         and/or contribution percentage for Highly Compensated Eligible
         Employees for such Plan Year to a level which satisfies either of the
         actual deferral percentages and/or either of the contribution
         percentages."

                                       10.

                  Section 3.9(3) of the Plan is hereby amended by deleting the
phrase "Sections 3.6, 3.7 and 3.8" each place it appears therein and the phrase
"Section 3.6, 3.7 and 3.8" where it appears therein and in each case
substituting therefor the phrase "Sections 3.6 and 3.7."

                                       11.

                  The first sentence of Section 3.10(1) of the Plan is hereby
amended to read as follows:

         "The Trustee shall, at the direction of the Company, receive and
         thereafter hold and administer as Rollover Contributions and part of
         the Trust Fund for a Covered Employee (a) all or any portion of an
         Eligible Rollover Distribution that was distributed to a Covered
         Employee, or is transferred at the request of a Covered Employee, from
         a qualified trust (as defined in Section 1.1(21)), provided that the
         requirements of section 402(c) or 401(a)(31) of the Code are met; or
         (b) the entire amount of a distribution to a Covered Employee that is
         attributable solely to a rollover contribution from a qualified trust
         and otherwise satisfies the requirements of section 408(d)(3)(A)(ii) of
         the Code.

                                       12.

                  Article III of the Plan is hereby amended by the addition of
the following new Section 3.12 at the end thereof:

                  "3.12 CATCH-UP BEFORE-TAX CONTRIBUTIONS. All Members who have
         elected to make Before-Tax Contributions to this Plan and who have
         attained age 50 before the end of a particular Plan Year shall be
         eligible to make catch-up contributions (the "Catch-Up Before-Tax
         Contributions") in accordance with, and subject to the limitations of,
         section 414(v) of the Code; provided, however that Catch-Up Before-Tax
         Contributions shall not be eligible for Matching Employer Contributions
         under Section 4.1, and provided further that Catch-Up Before-Tax
         Contributions shall not be taken into account for purposes of the
         provisions of the Plan implementing the required limitations of
         sections 401(a)(30) and 415(c) of the Code (i.e., Sections 3.6 and 4.9,
         respectively). In addition, notwithstanding any provision of the Plan
         to the contrary, the Plan shall not be treated as failing to satisfy
         the requirements of sections 401(k)(3), 401(k)(11), 410(b) or 416 of
         the Code, as applicable, by reason of the making of any such Catch-Up
         Before-Tax Contributions."

                                       13.

                  Section 4.1 of the Plan is hereby amended by the addition of
the following new sentence at the end thereof:

                                       3


         "Notwithstanding any provision of the Plan to the contrary, no Matching
         Employer Contributions shall be made with respect to any Catch-Up
         Before-Tax Contributions (as defined in Section 3.12)."

                                       14.

                  Section 4.3 of the Plan is hereby amended by the addition of
the following new sentence at the end thereof:

         "For purposes of this Section, the term 'Before-Tax Contributions'
         shall not include any Catch-Up Before-Tax Contributions (as defined in
         Section 3.12)."

                                       15.

                  Section 4.9(1) of the Plan is hereby amended in its entirety
to read as follows:

         "Notwithstanding any other provision of the Plan, except to the extent
         permitted under Section 3.12 and section 414(v) of the Code, the
         maximum annual addition (as defined in Subsection (2) of this Section)
         to a Member's account for any limitation year (which shall be the Plan
         Year) shall in no event exceed the lesser of (a) $40,000 (as adjusted
         pursuant to section 415(d) of the Code) or (b) 100% of his compensation
         for such Plan Year."

                                       16.

                  Effective as of January 1, 1998, Section 4.9(3) of the Plan is
hereby amended in its entirety to read as follows:

                  "(3)     For the purposes of this Section, the term
         'compensation' shall mean compensation within the meaning of section
         415(c)(3) of the Code and the Treasury Regulations thereunder; provided
         however, that effective as of January 1, 1998, such compensation shall
         be calculated prior to any reduction thereof made pursuant to a Salary
         Reduction Agreement under the Plan, pursuant to any agreement under
         section 125 of the Code, as a result of 'deemed 125 compensation'
         within the meaning of Revenue Ruling 2002-27 or, effective as of
         January 1, 2001, pursuant to any agreement under section 132(f)(4) of
         the Code."

                                       17.

                  Effective January 1, 2003, the first four sentences of Section
5.7(3) of the Plan are hereby deleted and the following is substituted therefor:

         "Each loan shall be in an amount which is not less than $1,000. A
         Member may have up to three loans outstanding at any one time."

                                       18.

                  Section 6.3(4) of the Plan is hereby amended in its entirety
to read as follows:

                  "(4)     Notwithstanding any other provision of the Plan, if
         the value of a Member's Vested Interest on the Valuation Date
         coinciding with or next following his Employment Severance Date does
         not exceed $5,000, such Vested Interest shall be paid to him in a lump
         sum in cash (or, if the value of the Member's Vested Interest on such
         Valuation Date is zero, shall be deemed to have been paid to him in a
         lump sum) within 60 days after such Valuation Date; provided, however,
         that for purposes of this Subsection (4) the value of such Member's
         Vested

                                       4


         Interest shall be determined without regard to that portion of the
         Member's Account that is attributable to rollover contributions as
         described in Section 3.10."

                                       19.

                  The fifth sentence of Section 6.7(1) of the Plan is hereby
amended to read as follows:

         "If a withdrawal on account of Hardship is made by a Member pursuant to
         this Subsection, notwithstanding any other provision of the Plan (or
         any other plan maintained by the Controlled Group) to the contrary, the
         Member's Before-Tax Contributions to the Plan (or any comparable
         contributions to any other plan maintained by the Controlled Group)
         shall be suspended for a period of 6 months following receipt of the
         Hardship withdrawal."

                                       20.

                  Section 6.9 of the Plan is hereby deleted and reserved without
renumbering the Sections that follow.

                                      21.

                  Section 6.10(3) of the Plan is hereby amended in its entirety
to read as follows:

                  "(3)     For purposes of this Section, the term "eligible
         retirement plan" means an individual retirement account or annuity
         described in section 408 of the Code, a defined contribution plan that
         meets the requirements of section 401(a) of the Code and accepts
         rollovers, an annuity plan described in section 403(a) of the Code, an
         annuity contract described in section 403(b) of the Code, an eligible
         plan described in section 457(b) of the Code which is maintained by a
         state, political subdivision of a state, or an agency or
         instrumentality of a state or political subdivision of a state and
         which agrees to separately account for amounts transferred into such
         plan from this Plan, or any other type of plan that is included within
         the definition of 'eligible retirement plan' under section
         401(a)(31)(E) of the Code. The preceding definition of 'eligible
         retirement plan' shall apply in the case of a distribution to a Spouse
         after a Member's death, or to a Spouse or former spouse who is an
         alternate payee."

                                       22.

                  Section 9.2 of the Plan is hereby amended in its entirety to
read as follows:

                  "9.2     NOTIFICATION TO CLAIMANT. Unless such claim is
         allowed in full by the Administrative Committee, the Committee shall
         (within 90 days after such application was filed, plus an additional
         period of 90 days if the Administrative Committee determines that
         special circumstances require an extension of time for processing the
         claim and if written notice of the additional 90 day extension of time
         indicating the specific circumstances requiring the extension and the
         date by which a decision shall be rendered is given within the first 90
         day period) cause written notice to be mailed to the claimant of the
         total or partial denial of such claim. Such notice shall be written in
         a manner calculated to be understood by the claimant and shall state
         (1) the specific reason(s) for the denial of the claim, (2) specific
         reference(s) to pertinent provisions of the Plan and/or Trust Agreement
         on which the denial of the claim was based, (3) a description of any
         additional material or information necessary for the claimant to
         perfect the claim and an explanation of why such material or
         information is necessary, and (4) a description of the Plan's review
         procedure specified in Section 9.3 including the time limits applicable
         to such procedure and a statement of the claimant's right to bring a
         civil action under ERISA Section 502(a) following an adverse benefit
         determination on review."

                                       5


                                       23.

                  Section 9.3 of the Plan is hereby amended in its entirety to
read as follows:

                  "9.3     REVIEW PROCEDURE. Within six months after the denial
         of his claim, the claimant or his duly authorized representative may
         appeal such denial by filing with the Administrative Committee his
         written request for a review of his said claim. If the claimant does
         not file such request with the Administrative Committee within such six
         month period, the claimant shall be conclusively presumed to have
         accepted as final and binding the initial decision of the
         Administrative Committee on his claim. If such an appeal is so filed
         within such six months, a Named Fiduciary designated by the Company
         shall conduct a full and fair review of such claim. During such full
         and fair review, the claimant shall be provided with the opportunity to
         submit written comments, documents, records, and other information
         relating to the claim for benefits, and reasonable access to and copies
         of, upon request and free of charge, all documents, records, and other
         information relevant to the claimant's claim for benefits. In addition,
         such full and fair review shall take into account all comments,
         documents, records, and other information submitted by the claimant
         relating to the claim, without regard to whether such information was
         submitted or considered in the initial decision. The Administrative
         Committee shall mail or deliver to the claimant written notice of the
         Named Fiduciary's decision within a reasonable period of time, but not
         later than 60 days after the receipt of the request for review unless
         special circumstances require an extension of time for processing. If
         the Administrative Committee determines that an extension of time for
         processing is required, written notice of the extension shall be
         furnished to the claimant setting forth the special circumstances
         requiring an extension of time and the date by which the Named
         Fiduciary expects to render a decision, and shall be furnished prior to
         the termination of the initial 60 day period. In no event shall such
         extension exceed a period of 60 days from the end of the initial
         period. In the case of an adverse decision on review, the notice of
         decision (a) shall be written in a manner calculated to be understood
         by the claimant, (b) shall state the specific reason(s) for the
         decision, (c) shall make specific reference(s) to pertinent provisions
         of the Plan and/or Trust Agreement on which the decision is based, (d)
         shall contain a statement that the claimant is entitled to receive,
         upon request, and free of charge, reasonable access to, and copies of,
         all documents, records, and other information relevant to the
         claimant's claim for benefits and (e) shall contain a statement
         describing any voluntary appeal procedures offered by the Plan
         including the claimant's right to obtain information about such
         procedures and a statement of the claimant's right to bring an action
         under ERISA Section 502(a). To the extent permitted by applicable law,
         the decision on review shall be final and binding on all interested
         persons. The Named Fiduciary appointed to conduct the review procedure
         set forth in this Section shall have the same powers to interpret the
         Plan and make factual findings with respect thereto as are granted to
         the Administrative Committee under Section 8.5."

                                       24.

                  The last two sentences of Section 14.1 of the Plan are hereby
deleted and the following sentence is substituted therefor:

         "A Member's right to instruct the Trustee with respect to voting shares
         of Holdings Stock will include the exercise of any appraisal rights,
         dissenters' rights or similar rights granted by applicable law to the
         registered or beneficial holders of Holdings Stock."

                                       25.

                  Section 15.1(9) of the Plan is hereby amended in its entirety
to read as follows:

                  "(9)     Key Employee: An Employee or former Employee who is
         or was a Member and who, at any time during the current Plan Year, is
         (a) an officer of an Employer (limited to no more

                                       6


         than 50 Employees or, if lesser, the greater of 3 Employees or 10
         percent of the Employees) having an annual Compensation greater than
         $130,000 (as adjusted under section 416(i)(1) of the Code for Plan
         Years beginning after December 31, 2002), (b) a 5-percent owner (as
         such term is defined in section 416(i)(1)(B)(i) of the Code) of the
         Employer, or (c) a 1-percent owner (as such term is defined in section
         416(i)(1)(B)(ii) of the Code) of an Employer having an annual
         Compensation of more than $150,000. The term 'Key Employee' shall also
         include such Employee's Beneficiary in the event of his death. For
         purposes of this Subsection, 'Compensation' has the meaning given such
         term by section 415(c)(3) of the Code."

                                       26.

                  Section 15.1(13) of the Plan is hereby amended in its entirety
to read as follows:

                  "(13)    Top-Heavy Account Balance: A Member's (including a
         Member who has received a total distribution from this Plan) or a
         Beneficiary's aggregate balance standing to his account as of the
         Valuation Date coinciding with or immediately preceding the
         Determination Date (as adjusted by the amount of any Employer
         Contributions made or due to be made after such Valuation Date but
         before the expiration of the extended payment period in section
         412(c)(10) of the Code), provided, however, that such balance shall
         include the aggregate distributions made to such Member or Beneficiary
         during the 1-year period ending on the Determination Date (including
         distributions under a terminated plan which if it had not been
         terminated would have been included in a Required Aggregation Group)
         unless such aggregate distributions were made for a reason other than
         severance from employment, death or disability in which case this
         Section 15.1(13) shall be applied by substituting a 5-year period for
         the 1-year period, and provided further that if an Employee or former
         Employee has not performed services for any Employer maintaining the
         Plan at any time during the 1-year period ending on the Determination
         Date, his Account (and/or the Account of his Beneficiary) shall not be
         taken into account."

                                       27.

                  Section 15.6(6) of the Plan is hereby amended in its entirety
to read as follows:

                  "(5)     For the purpose of this Section, the term 'Employer
         Contributions' shall include Before-Tax Contributions and Matching
         Employer Contributions made for an Employee; provided, however, that
         Matching Employer Contributions taken into account in satisfying the
         percentage minimum contribution requirement set forth in Subsection (1)
         and Subsection (2) of this Section shall be treated as matching
         contributions for purposes of the actual contribution percentage test
         and other requirements of section 401(m) of the Code."

                  EXECUTED at Cleveland, Ohio this 31st day of December, 2002.

                                                THE LINCOLN ELECTRIC COMPANY

                                                By: ____________________________
                                                Title: Human Resources Officer

                                       7

EX-4.Q

                                                                    Exhibit 4(q)

                                AMENDMENT NO. 14
                                       TO
                          THE LINCOLN ELECTRIC COMPANY
                              EMPLOYEE SAVINGS PLAN
                          (EFFECTIVE NOVEMBER 1, 1994)

                  The Lincoln Electric Company, an Ohio corporation, hereby
adopts this Amendment No. 14 to The Lincoln Electric Company Employee Savings
Plan (Effective November 1, 1994) (the "Plan"), effective March 16, 2003.

                                       I.

                  Section 1.1(36) of the Plan is hereby amended by inserting the
following new sentence at the end thereof:

         "Notwithstanding any provision of the Plan to the contrary, on and
         after March 16, 2003, the Matching Employer Contribution Percentage to
         be applied against Before-Tax Contributions made on or after such date
         (other than Before-Tax Contributions attributable to Compensation
         earned prior to such date) shall be zero (0) percent."

                                       II.

                  The last sentence of Section 4.1 of the Plan (as added by
Amendment No. 13) is hereby amended to read as follows:

         "Notwithstanding any provision of the Plan to the contrary, (i) no
         Matching Employer Contributions shall be made with respect to any
         Catch-Up Before-Tax Contributions (as defined in Section 3.12) and (ii)
         no Matching Employer Contributions shall be made with respect to any
         Before-Tax Contributions made on or after March 16, 2003 (other than
         Before-Tax Contributions attributable to Compensation earned prior to
         such date)."

                  EXECUTED at Cleveland, Ohio this 11th day of March, 2003.

                                      THE LINCOLN ELECTRIC COMPANY

                                      By: __________________________________
                                          Title: Vice-President, Human Resources

                                   NO PAGE NO.

EX-5

                                                                       Exhibit 5

INTERNAL REVENUE SERVICE                         DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
                                                 Employer Identification Number:
Date: March 22, 1996                                 34-0359955
                                                 DLN:
THE LINCOLN ELECTRIC COMPANY                         345129016
C/O JOHN R CORNELL ESQ.                          Person to Contact:
JONES DAY REAVIS & POGUE                            MARTIN HELMER
NORTH POINT, 901 LAKESIDE AVE.                   Contact Telephone Number:
CLEVELAND, OH 44114                                  (513) 684-3866
                                                 Plan Name:
                                                    EMPLOYEE SAVINGS PLAN
                                                 Plan Number: 005

Dear Applicant:

          We have made a favorable determination on your plan, identified above,
based on the information supplied. Please `keep this letter in your permanent
records.

          Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

          The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

          This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

          This determination letter is applicable for the amendment(s) adopted
on December 16, 1994.

          This determination letter is applicable for the plan adopted on
November 15, 1994.

          This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.

          This plan satisfies the nondiscrimination in amount requirement of
section l.401 (a) (4)-1 (b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.

         This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.

This plan satisfies the nondiscriminatory current availability requirements of
section 1.401 (a) (4)-4 (b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.



                                       -2-

 THE LINCOLN ELECTRIC COMPANY

         This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

          The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

          We have sent a copy of this letter to your representative as indicated
in the power of attorney.

          If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.

                                                               Sincerely yours,

                                                               C. Ashley Bullard
                                                               District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
     for Employee Benefit Plans
Addendum

                                                              Letter 835 (DO/CG)



                                       -3-

THE LINCOLN ELECTRIC COMPANY

          This determination letter supersedes our determination letter dated
December 28, 1995.

                                                              Letter 835 (DO/CG)

EX-23

                                                                      Exhibit 23

                         Consent Of Independent Auditors

We consent to the incorporation by reference in the Registration Statement on
Form S-8 for the registration of 1,000,000 Common Shares pertaining to The
Lincoln Electric Company Employee Savings Plan of our reports (a) dated January
29, 2003, with respect to the consolidated financial statements and schedule of
Lincoln Electric Holdings, Inc. included in its Annual Report (Form 10-K) and
(b) dated May 30, 2003, with respect to the financial statements and schedule of
The Lincoln Electric Company Employee Savings Plan included in the Plan's Annual
Report (Form 11-K), both for the year ended December 31, 2002, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP


Cleveland, Ohio
July 11, 2003

EX-24

                                                                      Exhibit 24
                                POWER OF ATTORNEY

                        Directors and Certain Officers of
                         Lincoln Electric Holdings, Inc.

     THE UNDERSIGNED Directors and Officers of Lincoln Electric Holdings, Inc.
hereby appoint Anthony A. Massaro, H. Jay Elliott and Frederick G. Stueber, and
each of them, as attorneys for the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned in
the capacity specified, to prepare or cause to be prepared, to execute and to
file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, (1) a Registration Statement or amendments to previously filed
Registration Statements with respect to participations in The Lincoln Electric
Company Employee Savings Plan and shares of Lincoln Common Stock offered in
connection therewith; (2) any and all amendments (including post-effective
amendments), prospectuses and exhibits to such Registration Statement; and (3)
any and all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to the securities to which such Registration
Statement relates, with full power and authority to take or cause to be taken
any other actions considered necessary or appropriate to effect the filing of
such document.

     EXECUTED the date set forth below.

                                                                               
/s/ Anthony A. Massaro
- ---------------------------------------     ---------------------------------------   ---------------------------------------
Anthony A. Massaro                          John M. Stropki, Jr.                      H. Jay Elliott
Chairman of the Board, President,           Executive Vice President, Chief           Senior Vice President, Chief Financial
Chief Executive Officer and Director        Operating Officer and Director            Officer and Treasurer
(principal executive officer)               July __, 2003                             (principal financial and accounting
July 16, 2003                                                                         officer)
                                                                                      July __, 2003




- ---------------------------------------     ---------------------------------------   ---------------------------------------
Harold L. Adams, Director                   Harry Carlson, Director                   Ranko Cucuz, Director
July __, 2003                               July __, 2003                             July __, 2003




- ---------------------------------------     ---------------------------------------   ---------------------------------------
David H. Gunning, Director                  Robert J. Knoll, Director                 Paul E. Lego, Director
July __, 2003                               July __, 2003                             July __, 2003




- ---------------------------------------     ---------------------------------------   ---------------------------------------
G. Russell Lincoln, Director                Kathryn Jo Lincoln, Director              Henry L. Meyer III, Director
July __, 2003                               July __, 2003                             July __, 2003




- ---------------------------------------     ---------------------------------------
Hellene S. Runtagh, Director                Frank L. Steingass, Director
July __, 2003                               July __, 2003