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Amendment No.2 To Credit Agreement - LINCOLN ELECTRIC HOLDINGS INC - 3-23-1999

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Amendment No.2 To Credit Agreement - LINCOLN ELECTRIC HOLDINGS INC - 3-23-1999 Powered By Docstoc
					EXHIBIT 10(b) AMENDMENT NO.2 TO CREDIT AGREEMENT AMENDMENT dated as of May 8, 1998 (this "Amendment") among THE LINCOLN ELECTRIC COMPANY (the "Company"), the BANKS listed on the signature pages hereof (the "Banks") and KEYBANK NATIONAL ASSOCIATION, as Agent (the "Agent"). WITNESSETH: WHEREAS, the parties hereto have heretofore entered into a Credit Agreement dated as of December 20, 1995 (as heretofore amended, the "Credit Agreement"); and WHEREAS, the Company intends to enter into a Merger Agreement (the "Merger Agreement") with Lincoln Electric Merger Co., an Ohio corporation ("Merger Co.") and Lincoln Electric Holdings, Inc., an Ohio corporation ("Holdings"); and WHEREAS, pursuant to such Merger Agreement, Merger Co. will merge with and into the Company, with the Company as the survivor to such merger (the "Merger"); WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below to permit the consummation of the Merger; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby. SECTION 2. Additional Definitions. New definitions of "Holdings", "Merger", "Merger Agreement", "Merger Co." and "Merger Date" are added in alphabetical order in Section 1.01 of the Credit Agreement, to read in their entirety as follows: "Holdings" means Lincoln Electric Holdings, Inc., an Ohio corporation, and its successors.

"Merger" means the merger of Merger Co. with and into the Company on the terms set forth in the Merger Agreement. "Merger Agreement" means a Merger Agreement to be entered into among the Company, Holdings and Merger Co. substantially in the form provided by the Company to the Banks prior to the effectiveness of Amendment No.2 to this Agreement dated as of May 8, 1998 among the Company and the Banks, as such Merger Agreement may be amended or waived from time to time with the prior written consent of the Required Banks. "Merger Co." means Lincoln Electric Merger Co., an Ohio corporation. "Merger Date" means the date of consummation of the Merger on the terms set forth in the Merger Agreement. SECTION 3. Amendment to the Change of Control Event of Default. Section 6.01(k) of the Credit Agreement is amended to read in its entirety as follows: "(k) (A) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired

"Merger" means the merger of Merger Co. with and into the Company on the terms set forth in the Merger Agreement. "Merger Agreement" means a Merger Agreement to be entered into among the Company, Holdings and Merger Co. substantially in the form provided by the Company to the Banks prior to the effectiveness of Amendment No.2 to this Agreement dated as of May 8, 1998 among the Company and the Banks, as such Merger Agreement may be amended or waived from time to time with the prior written consent of the Required Banks. "Merger Co." means Lincoln Electric Merger Co., an Ohio corporation. "Merger Date" means the date of consummation of the Merger on the terms set forth in the Merger Agreement. SECTION 3. Amendment to the Change of Control Event of Default. Section 6.01(k) of the Credit Agreement is amended to read in its entirety as follows: "(k) (A) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired (i) prior to the Merger Date, beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 30% or more of the outstanding capital stock of the Company having voting power in the general election of directors or (ii) on or after the Merger Date, beneficial ownership of 30% (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) or more of the outstanding capital stock of Holdings having voting power in the general election of directors, but excluding (x) in the case of clauses (i) and (ii), any Person or group of Persons who are officers, directors or employees of the Company or any Subsidiary as of the date hereof or are related by blood or marriage to the descendants of James F. or John C. Lincoln, and any trusts or similar arrangements for any of the foregoing and any foundations established by any of the foregoing and (y) in the case of clause (ii), pursuant to the Merger or (B) at any time after the Merger Date, Holdings shall cease to own 100% of the capital stock of the Company;" SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as of the date hereof when the Agent shall have received duly executed counterparts hereof signed by the Company and the Required Banks (or, in the case of any party as to which an executed counterpart shall not have been received, the Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party).

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. THE LINCOLN ELECTRIC COMPANY
By /s/ H. Jay Elliott -------------------------------Name: Title:

KEYBANK NATIONAL ASSOCIATION
By /s/ --------------------------------Title: Vice President

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. THE LINCOLN ELECTRIC COMPANY
By /s/ H. Jay Elliott -------------------------------Name: Title:

KEYBANK NATIONAL ASSOCIATION
By /s/ --------------------------------Title: Vice President

MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Title: NBD BANK By Title: NATIONAL CITY BANK By Title:

ABN AMRO BANK N.V.
By /s/ Roy D. Hasbrook --------------------------------Title: Roy D. Hasbrook Group Vice President and Director

By /s/ Louis K. McLinden, Jr. --------------------------------Title: Louis K. McLinden, Jr. Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor by merger to BANK OF AMERICA ILLINOIS By

ABN AMRO BANK N.V.
By /s/ Roy D. Hasbrook --------------------------------Title: Roy D. Hasbrook Group Vice President and Director

By /s/ Louis K. McLinden, Jr. --------------------------------Title: Louis K. McLinden, Jr. Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor by merger to BANK OF AMERICA ILLINOIS By Title: CIBC INC. By Title:

CREDIT LYONNAIS CAYMAN ISLAND BRANCH By Title: CREDIT LYONNAIS CHICAGO BRANCH
BY /s/ Lee E. Greve --------------------------------Title: LEE E. GREVE FIRST VICE PRESIDENT

PNC BANK, NATIONAL ASSOCIATION By Title:

[EXECUTION COPY] AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT dated as of October 23, 1998 (this "Amendment") among THE LINCOLN ELECTRIC COMPANY (the "Company"), the BANKS listed on the signature pages hereof (the "Banks") and KEYBANK

CREDIT LYONNAIS CAYMAN ISLAND BRANCH By Title: CREDIT LYONNAIS CHICAGO BRANCH
BY /s/ Lee E. Greve --------------------------------Title: LEE E. GREVE FIRST VICE PRESIDENT

PNC BANK, NATIONAL ASSOCIATION By Title:

[EXECUTION COPY] AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT dated as of October 23, 1998 (this "Amendment") among THE LINCOLN ELECTRIC COMPANY (the "Company"), the BANKS listed on the signature pages hereof (the "Banks") and KEYBANK NATIONAL ASSOCIATION, as Agent (the "Agent"). WITNESSETH: WHEREAS, the parties hereto have heretofore entered into a Credit Agreement dated as of December 20, 1995 (as amended from time to time, the "Credit Agreement"); and WHEREAS, Lincoln Electric Holdings, Inc. ("Holdings") and the Company intend to consummate a reorganization of the corporate structure of the Company and its Subsidiaries (the "Reorganization") substantially on the terms described in the Proxy Statement/Prospectus of the Company dated April 20, 1998, as in effect on such date, and in the supplemental materials provided by the Company to the Banks prior to the Amendment Effective Date (as defined in Section 8 hereof) related thereto (collectively, the "Reorganization Documents"); and WHEREAS, pursuant to the Reorganization, the Company may transfer to Holdings and/or to certain subsidiaries of Holdings (other than Subsidiaries) all of the capital stock of the Subsidiaries listed on Schedule I hereto (the "Disposed Subsidiaries") and all of the assets held by the Disposed Subsidiaries, whether by asset transfer, merger, consolidation or otherwise, substantially on the terms set forth in the Reorganization Documents; and WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below to permit such transfers; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; Reference. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Credit Agreement" and each other similar reference contained in the Credit Agreement shall from and after the Amendment Effective Date refer to the Credit Agreement as amended hereby.

[EXECUTION COPY] AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT dated as of October 23, 1998 (this "Amendment") among THE LINCOLN ELECTRIC COMPANY (the "Company"), the BANKS listed on the signature pages hereof (the "Banks") and KEYBANK NATIONAL ASSOCIATION, as Agent (the "Agent"). WITNESSETH: WHEREAS, the parties hereto have heretofore entered into a Credit Agreement dated as of December 20, 1995 (as amended from time to time, the "Credit Agreement"); and WHEREAS, Lincoln Electric Holdings, Inc. ("Holdings") and the Company intend to consummate a reorganization of the corporate structure of the Company and its Subsidiaries (the "Reorganization") substantially on the terms described in the Proxy Statement/Prospectus of the Company dated April 20, 1998, as in effect on such date, and in the supplemental materials provided by the Company to the Banks prior to the Amendment Effective Date (as defined in Section 8 hereof) related thereto (collectively, the "Reorganization Documents"); and WHEREAS, pursuant to the Reorganization, the Company may transfer to Holdings and/or to certain subsidiaries of Holdings (other than Subsidiaries) all of the capital stock of the Subsidiaries listed on Schedule I hereto (the "Disposed Subsidiaries") and all of the assets held by the Disposed Subsidiaries, whether by asset transfer, merger, consolidation or otherwise, substantially on the terms set forth in the Reorganization Documents; and WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below to permit such transfers; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; Reference. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Credit Agreement" and each other similar reference contained in the Credit Agreement shall from and after the Amendment Effective Date refer to the Credit Agreement as amended hereby.

SECTION 2. Additional Definitions. New definitions of "Disposed Subsidiaries", "Reorganization" and "Reorganization Documents" are added in alphabetical order in Section 1.Ol of the Credit Agreement, to read in their entirety as follows: "Disposed Subsidiaries" means the Subsidiaries listed on Schedule I to this Agreement. "Reorganization" means the reorganization of the corporate structure of the Company and its Subsidiaries substantially on the terms set forth in the Reorganization Documents. "Reorganization Documents" means the Proxy Statement/Prospectus of the Company dated April 20, 1998, as in effect on such date, and the supplemental materials provided by the Company to the Banks prior to the date of effectiveness of Amendment NOT 3 to this Agreement dated as of October 23, 1998 among the Company, the Banks and the Agent. SECTION 3. Amendment to the Conduct of Business and Maintenance of Existence Covenant. The proviso set forth in Section 5.04 of the Credit Agreement is hereby amended to read in its entirety as follows: ";provided that nothing in this Section 5.04 shall prohibit (i) the merger or consolidation of any Disposed Subsidiary with or into Holdings or any of its subsidiaries (other than the Company and its Subsidiaries) in order to consummate the Reorganization, (ii) the merger of a Subsidiary into the Company or the merger or consolidation of a Subsidiary with or into another Person (other than any such merger or consolidation described in clause (i) of this proviso) if the corporation surviving such consolidation or merger is a Subsidiary and if in each case, after giving effect thereto, no Default shall have occurred and be continuing, (iii) the termination of the corporate existence of any

SECTION 2. Additional Definitions. New definitions of "Disposed Subsidiaries", "Reorganization" and "Reorganization Documents" are added in alphabetical order in Section 1.Ol of the Credit Agreement, to read in their entirety as follows: "Disposed Subsidiaries" means the Subsidiaries listed on Schedule I to this Agreement. "Reorganization" means the reorganization of the corporate structure of the Company and its Subsidiaries substantially on the terms set forth in the Reorganization Documents. "Reorganization Documents" means the Proxy Statement/Prospectus of the Company dated April 20, 1998, as in effect on such date, and the supplemental materials provided by the Company to the Banks prior to the date of effectiveness of Amendment NOT 3 to this Agreement dated as of October 23, 1998 among the Company, the Banks and the Agent. SECTION 3. Amendment to the Conduct of Business and Maintenance of Existence Covenant. The proviso set forth in Section 5.04 of the Credit Agreement is hereby amended to read in its entirety as follows: ";provided that nothing in this Section 5.04 shall prohibit (i) the merger or consolidation of any Disposed Subsidiary with or into Holdings or any of its subsidiaries (other than the Company and its Subsidiaries) in order to consummate the Reorganization, (ii) the merger of a Subsidiary into the Company or the merger or consolidation of a Subsidiary with or into another Person (other than any such merger or consolidation described in clause (i) of this proviso) if the corporation surviving such consolidation or merger is a Subsidiary and if in each case, after giving effect thereto, no Default shall have occurred and be continuing, (iii) the termination of the corporate existence of any Disposed Subsidiary in connection with the Reorganization or (iv) the termination of the corporate existence of any Subsidiary (other than as permitted by clause (iii)), so long as such Subsidiary is not a Significant Subsidiary and so long as the Company in good faith determines that such termination is in the best interest of the Company and is not otherwise materially disadvantageous to the interests of the Banks hereunder." Section 4. Amendment to the Merger Covenant. Section 5.10(b) of the Credit Agreement is hereby amended by adding the following proviso at the end of the first sentence thereof: ";provided that any Borrower may transfer any capital stock of any Disposed Subsidiary or any assets held by any Disposed Subsidiary to Holdings or any of its subsidiaries (other than the Company or any of its Subsidiaries) in order to consummate the Reorganization." SECTION 5. Addition of a Schedule. A Schedule I is hereby added to the Credit Agreement, to read in its entirety as set forth on Schedule I hereto. SECTION 6. Licensing Agreements; No Defaults. (a) Prior to or simultaneously with the transfer of capital stock of a Disposed Subsidiary or the transfer of all or substantially all of the assets of a Disposed Subsidiary to Holdings 2

or any of its subsidiaries (other than Subsidiaries), the Company shall have entered into such licensing agreements and other agreements relating to the use of the assets held by such Disposed Subsidiary as may be necessary or desirable to ensure that the consummation of the Reorganization substantially on the terms set forth in the Reorganization Documents will not have a material adverse effect on the business, financial position, results of operations or prospects of the Company and its Subsidiaries (other than Disposed Subsidiaries), considered as a whole; provided that, in any event, prior to or simultaneously with the transfer of ownership of the name "Lincoln" to Holdings or any of its subsidiaries (other than Subsidiaries), the Company shall have entered into a licensing agreement or other similar agreement granting the Company and its Subsidiaries the use of the name "Lincoln". (b) As of the Amendment Effective Date, no Default has occurred and is continuing. SECTION 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 8. Counterparts; Effectiveness This Amendment may be signed in any number of counterparts, each

or any of its subsidiaries (other than Subsidiaries), the Company shall have entered into such licensing agreements and other agreements relating to the use of the assets held by such Disposed Subsidiary as may be necessary or desirable to ensure that the consummation of the Reorganization substantially on the terms set forth in the Reorganization Documents will not have a material adverse effect on the business, financial position, results of operations or prospects of the Company and its Subsidiaries (other than Disposed Subsidiaries), considered as a whole; provided that, in any event, prior to or simultaneously with the transfer of ownership of the name "Lincoln" to Holdings or any of its subsidiaries (other than Subsidiaries), the Company shall have entered into a licensing agreement or other similar agreement granting the Company and its Subsidiaries the use of the name "Lincoln". (b) As of the Amendment Effective Date, no Default has occurred and is continuing. SECTION 7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 8. Counterparts; Effectiveness This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective on the date (the "Amendment Effective Date") on which each of the following conditions shall be satisfied: (i) the Agent shall have received duly executed counterparts hereof signed by the Company and the Required Banks (or, in the case of any party as to which an executed counterpart shall not have been received, the Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (ii) the Banks shall have received the pro forma consolidated statement of financial condition of the Company and its Consolidated Subsidiaries at December 31, 1997 and the pro forma consolidated statement of income of the Company and its Consolidated Subsidiaries for the fiscal year then ended, in each case adjusted to give effect to the Reorganization as if the Reorganization had been consummated substantially on the terms set forth in the Reorganization Documents on December 31, 1997, in the case of such pro forma statement of financial condition and on January 1, 1997, in the case of such pro forma consolidated statement of income; (iii) the fact that (x) on the basis of the pro forma consolidated statement of financial condition described in clause (ii) above, the Company is in compliance with the financial covenant set forth in Section 5.08 of the Credit Agreement at June 30, 1998, after giving effect to any Debt outstanding on the Amendment Effective Date and not reflected in such statement of financial condition and(y) on the basis of the pro forma consolidated statement of income described in clause (ii) above, the Company is in compliance with the financial covenant set forth in 3

Section 5.07 of the Credit Agreement for the period of four consecutive fiscal quarters ended June 30, 1998; (iv) receipt by the Agent of evidence reasonably satisfactory to it that the Company and the Prudential Insurance Company of America shall have entered into an amendment to the Note Agreement dated as of November 1, 1991 with respect to the $75,000,000 8.73% Senior Notes Due 2003 of the Company in form and substance reasonably satisfactory to the Agent; (v) receipt by the Agent of a duly executed Election to Terminate with respect to each Disposed Subsidiary that is a Borrower immediately prior to the effectiveness of this Amendment (each, a "Disposed Borrower"); and (vi) the fact that all Loans of each Disposed Borrower outstanding immediately prior to the effectiveness of this Amendment shall have been repaid in full, together with all accrued and unpaid interest thereon and all amounts payable to any Bank with respect thereto pursuant to Section 2.12 of the Credit Agreement. 4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed.

Section 5.07 of the Credit Agreement for the period of four consecutive fiscal quarters ended June 30, 1998; (iv) receipt by the Agent of evidence reasonably satisfactory to it that the Company and the Prudential Insurance Company of America shall have entered into an amendment to the Note Agreement dated as of November 1, 1991 with respect to the $75,000,000 8.73% Senior Notes Due 2003 of the Company in form and substance reasonably satisfactory to the Agent; (v) receipt by the Agent of a duly executed Election to Terminate with respect to each Disposed Subsidiary that is a Borrower immediately prior to the effectiveness of this Amendment (each, a "Disposed Borrower"); and (vi) the fact that all Loans of each Disposed Borrower outstanding immediately prior to the effectiveness of this Amendment shall have been repaid in full, together with all accrued and unpaid interest thereon and all amounts payable to any Bank with respect thereto pursuant to Section 2.12 of the Credit Agreement. 4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. THE LINCOLN ELECTRIC COMPANY
By /s/ A. A. Massaro ---------------------------------Name: A. A. Massaro Title: Chairman and CEO By /s/ H. Jay Elliott ---------------------------------Name: H. Jay Elliott Senior Vice President Title: Chief Financial Officer and Treasurer

KEYBANK NATIONAL ASSOCIATION By Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Title: BANK ONE (formerly known as NBD Bank) By Title:

NATIONAL CITY BANK
By /s/ --------------------------------Title:

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. THE LINCOLN ELECTRIC COMPANY
By /s/ A. A. Massaro ---------------------------------Name: A. A. Massaro Title: Chairman and CEO By /s/ H. Jay Elliott ---------------------------------Name: H. Jay Elliott Senior Vice President Title: Chief Financial Officer and Treasurer

KEYBANK NATIONAL ASSOCIATION By Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Title: BANK ONE (formerly known as NBD Bank) By Title:

NATIONAL CITY BANK
By /s/ --------------------------------Title:

ABN AMRO BANK N.V. By Title: By Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor by merger to BANK OF AMERICA ILLINOIS By Title:

NATIONAL CITY BANK
By /s/ --------------------------------Title:

ABN AMRO BANK N.V. By Title: By Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, successor by merger to BANK OF AMERICA ILLINOIS By Title: CIBC INC. By Title:

CREDIT LYONNAIS CAYMAN ISLAND BRANCH By Title: CREDIT LYONNAIS CHICAGO BRANCH By Title: PNC BANK, NATIONAL ASSOCIATION
By /s/ -----------------------------Title:

SCHEDULE I DISPOSED SUBSIDIARIES

CREDIT LYONNAIS CAYMAN ISLAND BRANCH By Title: CREDIT LYONNAIS CHICAGO BRANCH By Title: PNC BANK, NATIONAL ASSOCIATION
By /s/ -----------------------------Title:

SCHEDULE I DISPOSED SUBSIDIARIES Lincoln Electric International Holding Co. ASIA Nippon Lincoln Electric K.K. Lincoln Electric Asia Pacific Pte. Ltd. PT L.E. Dharma Indonesia Lincoln Electric Shanghai Holdings Pte. Ltd. PT L.E. Austenite Indonesia LE (Shanghai) Welding Co. Ltd. Lincoln Electric Philippines Inc. AUSTRALIA The Lincoln Electric Company (Australia) Pty. Ltd. The Lincoln Electric Company (New Zealand) Limited Liquidarc Pty. Limited EUROPE Harris Calorific GmbH Harris Calorific Limited Harris Calorific SRL Lincoln Electric Europe, Ltd (to be liquidated) Lincoln Electric France SA Lincoln Electric Italia SRL Lincoln Electric (U.K.) Ltd Lincoln KD S.A. Lincoln Electric Norge AS Lincoln Electric Europe BV Lincoln Smitweld Belgium SA Lincoln Smitweld BV Lincoln Smitweld GmbH Lincoln Electric Sverige AB

SCHEDULE I DISPOSED SUBSIDIARIES Lincoln Electric International Holding Co. ASIA Nippon Lincoln Electric K.K. Lincoln Electric Asia Pacific Pte. Ltd. PT L.E. Dharma Indonesia Lincoln Electric Shanghai Holdings Pte. Ltd. PT L.E. Austenite Indonesia LE (Shanghai) Welding Co. Ltd. Lincoln Electric Philippines Inc. AUSTRALIA The Lincoln Electric Company (Australia) Pty. Ltd. The Lincoln Electric Company (New Zealand) Limited Liquidarc Pty. Limited EUROPE Harris Calorific GmbH Harris Calorific Limited Harris Calorific SRL Lincoln Electric Europe, Ltd (to be liquidated) Lincoln Electric France SA Lincoln Electric Italia SRL Lincoln Electric (U.K.) Ltd Lincoln KD S.A. Lincoln Electric Norge AS Lincoln Electric Europe BV Lincoln Smitweld Belgium SA Lincoln Smitweld BV Lincoln Smitweld GmbH Lincoln Electric Sverige AB Sacit SRL Lincoln Electric Company BV (to be liquidated)

Lincoln Electric Company GmbH (to be liquidated) Askaynek (Turkey) LATIN AMERICA Champion Internacional S.A. de C.V. Hirax Participacoes Ltda (to be liquidated) Lincoln Electric do Brasil Ltda. Lincoln do Brasil Industries E Comercio Ltda (to be liquidated) Lincoln Electric Mexicana, S.A. de C.V. Gardell Corporation (to be liquidated) NORTH AMERICA Harris Calorific Division ("Harris") Lincoln Electric Company of Canada Limited ("Lincoln Canada") Seal-Seat Division Assets ("Seal Seat") Lincoln Venezuela Inc. (to be liquidated) Lincoln Electric GmbH Inc. (to be liquidated) Indalco Alloy OTHERS Any Subsidiaries (other than any Subsidiaries listed above (the "Listed Subsidiaries")) existing on the date (the

Lincoln Electric Company GmbH (to be liquidated) Askaynek (Turkey) LATIN AMERICA Champion Internacional S.A. de C.V. Hirax Participacoes Ltda (to be liquidated) Lincoln Electric do Brasil Ltda. Lincoln do Brasil Industries E Comercio Ltda (to be liquidated) Lincoln Electric Mexicana, S.A. de C.V. Gardell Corporation (to be liquidated) NORTH AMERICA Harris Calorific Division ("Harris") Lincoln Electric Company of Canada Limited ("Lincoln Canada") Seal-Seat Division Assets ("Seal Seat") Lincoln Venezuela Inc. (to be liquidated) Lincoln Electric GmbH Inc. (to be liquidated) Indalco Alloy OTHERS Any Subsidiaries (other than any Subsidiaries listed above (the "Listed Subsidiaries")) existing on the date (the "Amendment Date") of effectiveness of Amendment No.3 to the Credit Agreement dated as of October 23, 1998 among the Company, the Banks and the Agent which, in the aggregate, do not, and would not, constitute a "Significant Subsidiary" and (ii) any Subsidiary created after the Amendment Date to facilitate the consummation of the Reorganization (but only so long as the Company and its Subsidiaries transfer no assets (other than the assets held by any Listed Subsidiary) to any such Subsidiary), including any such Subsidiary to which all the welding technology held by the Company, Harris and Seal Seat, along with the names "Lincoln", "Harris" and "Seal Seat", may be transferred.

EXHIBIT 10(d) INSTRUMENT OF ADOPTION AND AMENDMENT OF THE LINCOLN ELECTRIC COMPANY 1988 INCENTIVE EQUITY PLAN WHEREAS, The Lincoln Electric Company (the "Company") has previously adopted The Lincoln Electric Company 1988 Incentive Equity Plan (the "Plan"); WHEREAS, pursuant to the terms of the Plan, no Stock Option, Stock Appreciation Right, Restricted Stock or Deferred Stock can be issued after May 1, 1998; WHEREAS, certain Stock Options, Stock Appreciation Rights, Restricted Stock and Deferred Stock are currently outstanding; WHEREAS, pursuant to an Agreement of Merger dated May 19, 1998 by and among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. (the "Agreement"), effective as of June 2, 1998, the Company became a wholly owned subsidiary of Lincoln Electric Holdings, Inc. ("Holdings"); WHEREAS, pursuant to the Agreement all of the Common Shares (as defined in the Agreement) and Class A Common Shares (as defined in the Agreement) of the Company were converted into two Holding Common Shares (as defined in the Agreement); WHEREAS, pursuant to the Agreement, Holdings shall assume the Plan, including all obligations associated with any valid Options (as defined in the Agreement) to purchase or right to receive under restricted stock awards Common Shares or Class A Common Shares of the Company under the Plan and each such Option to purchase such Common Shares shall be the valid and enforceable option to purchase twice such number of Holding Common Shares (as defined in the Agreement) (instead of such Common Shares) at a purchase price per Holding Common Share equal to one-half the purchase price per such Common Share; and

EXHIBIT 10(d) INSTRUMENT OF ADOPTION AND AMENDMENT OF THE LINCOLN ELECTRIC COMPANY 1988 INCENTIVE EQUITY PLAN WHEREAS, The Lincoln Electric Company (the "Company") has previously adopted The Lincoln Electric Company 1988 Incentive Equity Plan (the "Plan"); WHEREAS, pursuant to the terms of the Plan, no Stock Option, Stock Appreciation Right, Restricted Stock or Deferred Stock can be issued after May 1, 1998; WHEREAS, certain Stock Options, Stock Appreciation Rights, Restricted Stock and Deferred Stock are currently outstanding; WHEREAS, pursuant to an Agreement of Merger dated May 19, 1998 by and among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. (the "Agreement"), effective as of June 2, 1998, the Company became a wholly owned subsidiary of Lincoln Electric Holdings, Inc. ("Holdings"); WHEREAS, pursuant to the Agreement all of the Common Shares (as defined in the Agreement) and Class A Common Shares (as defined in the Agreement) of the Company were converted into two Holding Common Shares (as defined in the Agreement); WHEREAS, pursuant to the Agreement, Holdings shall assume the Plan, including all obligations associated with any valid Options (as defined in the Agreement) to purchase or right to receive under restricted stock awards Common Shares or Class A Common Shares of the Company under the Plan and each such Option to purchase such Common Shares shall be the valid and enforceable option to purchase twice such number of Holding Common Shares (as defined in the Agreement) (instead of such Common Shares) at a purchase price per Holding Common Share equal to one-half the purchase price per such Common Share; and NOW THEREFORE, pursuant to the Agreement, Holdings hereby adopts The Lincoln Electric Company 1988 Incentive Equity Plan, effective as of June 2, 1998, for the purposes of assuming the obligations of the Company thereunder and administering those Stock Options, Stock Appreciation Rights, Restricted Stock and Deferred Stock that remain outstanding as of June 2, 1998, and the Plan is hereby amended as follows: 1. Section 2 of the Plan is amended to add the following new definition: "'Holdings' means Lincoln Electric Holdings, Inc., a corporation organized under the laws of the state of Ohio, or a successor corporation."

2. All references in the Plan to "the Company", except for such references in subsections (x) and (xiv) of Section 2 of the Plan and in Section 12 of the Plan, are deleted and the term "Holdings" is substituted for each such reference. 3. In accordance with the Agreement, and pursuant to Section 5 of the Plan, the number of shares of Stock of the Company subject to outstanding options or other outstanding awards granted under the Plan immediately before June 2, 1998 shall on June 2, 1998 be equal to twice the number of shares of Stock of Holdings and the purchase price for such shares of Stock of Holdings shall on June 2, 1998 be equal to one-half the purchase price for such shares of Stock of the Company immediately before June 2, 1998. EXECUTED this 27th day of December, 1998. LINCOLN ELECTRIC HOLDINGS, INC.
By: /s/ Frederick G. Stueber --------------------------------

2. All references in the Plan to "the Company", except for such references in subsections (x) and (xiv) of Section 2 of the Plan and in Section 12 of the Plan, are deleted and the term "Holdings" is substituted for each such reference. 3. In accordance with the Agreement, and pursuant to Section 5 of the Plan, the number of shares of Stock of the Company subject to outstanding options or other outstanding awards granted under the Plan immediately before June 2, 1998 shall on June 2, 1998 be equal to twice the number of shares of Stock of Holdings and the purchase price for such shares of Stock of Holdings shall on June 2, 1998 be equal to one-half the purchase price for such shares of Stock of the Company immediately before June 2, 1998. EXECUTED this 27th day of December, 1998. LINCOLN ELECTRIC HOLDINGS, INC.
By: /s/ Frederick G. Stueber -------------------------------Title: FREDERICK G. STUEBER Senior Vice President, General Counsel and Secretary

EXHIBIT 10(g) AMENDMENT NO. 4 TO THE LINCOLN ELECTRIC COMPANY DEFERRED COMPENSATION PLAN The Lincoln Electric Company Deferred Compensation Plan, effective as of November 15, 1994, is hereby amended, pursuant to Section 7.3 thereof, as follows: 1. A new Section 6.8 is added to the Plan to read as follows: Section 6.8 Special Distributions. Notwithstanding any other provision of this Article VI, a Participant, whether or not currently receiving a distribution, may elect to receive a lump sum distribution of the remaining balance of his Account if (and only if) the amount in such Account subject to such distribution is reduced by ten percent (10%). Any distribution made pursuant to such an election shall be made within 30 days of the date such election is submitted to the Administrator. The remaining ten percent (10%) of the electing Participant's Account subject to such distribution shall be forfeited. 2. A new Section 6.9 is added to the Plan to read as follows: Section 6.9 Coordination with Other Benefits. Except as provided in Section 6.10, the benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Corporation. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. 3. A new Section 6.10 is added to the Plan to read as follows: Section 6.10 Offset. In the event a Participant receives or becomes entitled to receive a benefit under The Lincoln Electric Company Executive Benefit Plan, as it may be amended from time to time ("EBP"), the benefits to be received under this Plan shall be offset and reduced dollar for dollar (but not below zero) by the benefits paid under the EBP. In determining the amount that should offset and reduce benefits under this Plan, the Participant's (or Beneficiary's) Account hereunder at the time of distribution commencement shall be reduced by an amount equal to the amount paid or to be paid under the EBP increased by earnings on such amount, if any,

EXHIBIT 10(g) AMENDMENT NO. 4 TO THE LINCOLN ELECTRIC COMPANY DEFERRED COMPENSATION PLAN The Lincoln Electric Company Deferred Compensation Plan, effective as of November 15, 1994, is hereby amended, pursuant to Section 7.3 thereof, as follows: 1. A new Section 6.8 is added to the Plan to read as follows: Section 6.8 Special Distributions. Notwithstanding any other provision of this Article VI, a Participant, whether or not currently receiving a distribution, may elect to receive a lump sum distribution of the remaining balance of his Account if (and only if) the amount in such Account subject to such distribution is reduced by ten percent (10%). Any distribution made pursuant to such an election shall be made within 30 days of the date such election is submitted to the Administrator. The remaining ten percent (10%) of the electing Participant's Account subject to such distribution shall be forfeited. 2. A new Section 6.9 is added to the Plan to read as follows: Section 6.9 Coordination with Other Benefits. Except as provided in Section 6.10, the benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Corporation. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. 3. A new Section 6.10 is added to the Plan to read as follows: Section 6.10 Offset. In the event a Participant receives or becomes entitled to receive a benefit under The Lincoln Electric Company Executive Benefit Plan, as it may be amended from time to time ("EBP"), the benefits to be received under this Plan shall be offset and reduced dollar for dollar (but not below zero) by the benefits paid under the EBP. In determining the amount that should offset and reduce benefits under this Plan, the Participant's (or Beneficiary's) Account hereunder at the time of distribution commencement shall be reduced by an amount equal to the amount paid or to be paid under the EBP increased by earnings on such amount, if any, accruing from the time of distribution from the EBP through the time of the commencement of distribution hereunder at an earnings rate corresponding to one-half of the Moody's Corporate Average Bond Yield adjusted on the first business day of each January, April, July and October.

IN WITNESS WHEREOF, The Lincoln Electric Company has caused this instrument to be executed in its name by its duly authorized officer effective as of January 1, 1998. THE LINCOLN ELECTRIC COMPANY
By: /s/ Frederick G. Stueber ------------------------------Its: FREDERICK G. STUEBER Senior Vice President, General Counsel and Secretary

ATTEST
/s/ Gretchen Farrell -----------------------------

IN WITNESS WHEREOF, The Lincoln Electric Company has caused this instrument to be executed in its name by its duly authorized officer effective as of January 1, 1998. THE LINCOLN ELECTRIC COMPANY
By: /s/ Frederick G. Stueber ------------------------------Its: FREDERICK G. STUEBER Senior Vice President, General Counsel and Secretary

ATTEST
/s/ Gretchen Farrell -----------------------------

AMENDMENT NO. 5 TO THE LINCOLN ELECTRIC COMPANY DEFERRED COMPENSATION PLAN The Lincoln Electric Company Deferred Compensation Plan, effective as of November 15, 1994, is hereby amended pursuant to Section 7.3 thereof as follows: 1. Section 2.l(aa) is Amended to read as follows: (aa) "Settlement Date": The date on which a Participant terminates employment with the Corporation. Leaves of absence granted by the Corporation will not be considered as termination of employment during the term of such leave. Settlement Date shall also include (I) with respect to any Deferral Period, a date selected by a Participant pursuant to Section 6.3 for distribution of the amounts deferred during such Deferral Period, and (II) a date selected by the Participant pursuant to Section 6.4 which is subsequent to his or her Retirement and before the date the Participant attains age sixtyfive." 2. Section 3.3 is amended to read as follows: Section 3.3. Amount of Deferral. With respect to each Plan Year, a Participant may elect to defer a specified dollar amount or percentage of his or her Compensation, provided the amount the Participant elects to defer under this Plan and the Corporation's Employee Savings Plan shall not exceed the sum of 75% of his or her Base Salary plus 100% of his or her Bonus with respect to such Plan Year. A Participant may choose to have amounts deferred under this Plan deducted from his or her Base Salary, Bonus or a combination of both. For the first Plan Year, a Participant may elect to defer all or any portion of his or her Base Salary and/or Bonus earned or payable after the later of the effective date of the Participation Agreement or the date of filing the Participation Agreement with the Administrator, provided the total deferred amount for such Plan Year does not exceed the annual limitations under this Section 3.3 computed for the calendar year. A Participant may change the dollar amount or percentage of his or her Compensation to be deferred by filing a written notice thereof with the Administrator. Any such change shall be effective as of the first day of the Plan Year immediately succeeding the Plan Year in which such notice is filed with the Administrator. Notwithstanding the foregoing, any Employment Agreement Contribution shall be deferred in accordance with the terms of the Employment Agreement.

3. Section 6.3 is amended to read as follows:

AMENDMENT NO. 5 TO THE LINCOLN ELECTRIC COMPANY DEFERRED COMPENSATION PLAN The Lincoln Electric Company Deferred Compensation Plan, effective as of November 15, 1994, is hereby amended pursuant to Section 7.3 thereof as follows: 1. Section 2.l(aa) is Amended to read as follows: (aa) "Settlement Date": The date on which a Participant terminates employment with the Corporation. Leaves of absence granted by the Corporation will not be considered as termination of employment during the term of such leave. Settlement Date shall also include (I) with respect to any Deferral Period, a date selected by a Participant pursuant to Section 6.3 for distribution of the amounts deferred during such Deferral Period, and (II) a date selected by the Participant pursuant to Section 6.4 which is subsequent to his or her Retirement and before the date the Participant attains age sixtyfive." 2. Section 3.3 is amended to read as follows: Section 3.3. Amount of Deferral. With respect to each Plan Year, a Participant may elect to defer a specified dollar amount or percentage of his or her Compensation, provided the amount the Participant elects to defer under this Plan and the Corporation's Employee Savings Plan shall not exceed the sum of 75% of his or her Base Salary plus 100% of his or her Bonus with respect to such Plan Year. A Participant may choose to have amounts deferred under this Plan deducted from his or her Base Salary, Bonus or a combination of both. For the first Plan Year, a Participant may elect to defer all or any portion of his or her Base Salary and/or Bonus earned or payable after the later of the effective date of the Participation Agreement or the date of filing the Participation Agreement with the Administrator, provided the total deferred amount for such Plan Year does not exceed the annual limitations under this Section 3.3 computed for the calendar year. A Participant may change the dollar amount or percentage of his or her Compensation to be deferred by filing a written notice thereof with the Administrator. Any such change shall be effective as of the first day of the Plan Year immediately succeeding the Plan Year in which such notice is filed with the Administrator. Notwithstanding the foregoing, any Employment Agreement Contribution shall be deferred in accordance with the terms of the Employment Agreement.

3. Section 6.3 is amended to read as follows: Section 6.3. In-Service Distribution. A Participant may elect to receive an in-service distribution of his or her deferred Compensation for any Deferral Period in a single lump sum payment on a date which is at least two years after the end of such Deferral Period. A Participant's election of an in-service distribution shall be filed in writing with the Administrator at the same time as is filed his election to participate as provided in Section 3.1. Any benefits paid to the Participant as an in-service distribution shall reduce the Participant's Account. 4. Section 6.4 is amended to read as follows: Section 6.4. Form of Distribution. As soon as practicable after the end of the Accounting Period in which a Participant's Settlement Date occurs, but in no event later than thirty days following the end of such Accounting Period, the Corporation shall commence distribution or cause distribution to be commenced, to the Participant or, in the event of his death, to his Beneficiary, of the balance of the Participant's Account, as determined under Section 6.2, under one of the forms provided in this Section. Notwithstanding the foregoing, if elected by the Participant, the distribution of the balance of the Participant's Account may commence on a date between a Settlement Date following his or her Retirement and the date the Participant attains age sixty-five. Anything in this Plan to the contrary notwithstanding, if a Participant terminates employment with the Corporation prior to his Retirement, the balance of his or her Account shall be distributed in a single lump sum payment. Distribution of a Participant's Account following his or her Retirement or death shall be made in one of the following forms as elected by the Participant:

3. Section 6.3 is amended to read as follows: Section 6.3. In-Service Distribution. A Participant may elect to receive an in-service distribution of his or her deferred Compensation for any Deferral Period in a single lump sum payment on a date which is at least two years after the end of such Deferral Period. A Participant's election of an in-service distribution shall be filed in writing with the Administrator at the same time as is filed his election to participate as provided in Section 3.1. Any benefits paid to the Participant as an in-service distribution shall reduce the Participant's Account. 4. Section 6.4 is amended to read as follows: Section 6.4. Form of Distribution. As soon as practicable after the end of the Accounting Period in which a Participant's Settlement Date occurs, but in no event later than thirty days following the end of such Accounting Period, the Corporation shall commence distribution or cause distribution to be commenced, to the Participant or, in the event of his death, to his Beneficiary, of the balance of the Participant's Account, as determined under Section 6.2, under one of the forms provided in this Section. Notwithstanding the foregoing, if elected by the Participant, the distribution of the balance of the Participant's Account may commence on a date between a Settlement Date following his or her Retirement and the date the Participant attains age sixty-five. Anything in this Plan to the contrary notwithstanding, if a Participant terminates employment with the Corporation prior to his Retirement, the balance of his or her Account shall be distributed in a single lump sum payment. Distribution of a Participant's Account following his or her Retirement or death shall be made in one of the following forms as elected by the Participant: (a) by payment in cash in five (5) annual installments; or (b) by payment in cash in ten (10) annual installments; or (c) by payment in cash in fifteen (15) annual installments; or (d) by payment in a single lump sum; provided, however, that in the event of a Participant's death, if the balance in his or her Account is then less than $35,000, such balance shall be distributed in a single lump sum payment. The Participant's election of the form of distribution shall be made by written notice filed with the Administrator at least one (1) year prior to the Participant's voluntary termination of employment with, or Retirement from, the Corporation. Any such election may be changed by the Participant without the consent of any other person by filing a later signed written election with the Administrator; provided that any election made less than one (1) 2

year prior to the Participant's voluntary termination of employment of Retirement shall not be valid, and in such case payment shall be made in accordance with the Participant's prior election. The amount of each installment shall be equal to the quotient obtained by dividing the Participant's Account balance as of the date of such installment payment by the number of installment payments remaining to be made to or in respect of such Participant at the time of calculation. If a Participant fails to make an election in a timely manner as provided in this Section 6.4, distribution shall be made in cash in ten (10) annual installments. IN WITNESS WHEREOF, The Lincoln Electric Company has caused this instrument to be executed in its name by its duly authorized officer effective as of January 1, 1998. THE LINCOLN ELECTRIC COMPANY
By: /s/ Frederick G. Stueber

year prior to the Participant's voluntary termination of employment of Retirement shall not be valid, and in such case payment shall be made in accordance with the Participant's prior election. The amount of each installment shall be equal to the quotient obtained by dividing the Participant's Account balance as of the date of such installment payment by the number of installment payments remaining to be made to or in respect of such Participant at the time of calculation. If a Participant fails to make an election in a timely manner as provided in this Section 6.4, distribution shall be made in cash in ten (10) annual installments. IN WITNESS WHEREOF, The Lincoln Electric Company has caused this instrument to be executed in its name by its duly authorized officer effective as of January 1, 1998. THE LINCOLN ELECTRIC COMPANY
By: /s/ Frederick G. Stueber ------------------------------Its: FREDERICK G. STUEBER Senior Vice President, General Counsel and Secretary

ATTEST: /s/ Gretchen Farrell --------------------------

3

EXHIBIT 10(j) INSTRUMENT OF ADOPTION OF THE LINCOLN NON-EMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN WHEREAS, The Lincoln Electric Company (the "Company") has previously adopted The Lincoln NonEmployee Directors' Restricted Stock Plan (the "Plan"); WHEREAS, pursuant to an Agreement of Merger dated as of May 19, 1998 by and among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. (the "Agreement"), The Lincoln Electric Company (the "Company") became a wholly owned subsidiary of Lincoln Electric Holdings, Inc. ("Holdings"), effective as of June 2, 1998; and WHEREAS, pursuant to the Agreement, Holdings shall assume the Plan and all obligations of the Company with respect thereto; NOW THEREFORE, Holdings hereby assumes the obligations of the Company under the Plan and adopts The Lincoln Non-Employee Director's Restricted Stock Plan as hereinafter set forth: 1. On each January 1, each non-employee Director of Holdings ("Director") shall be automatically granted $10,000 worth of Common Shares, without par value, of Holdings ("Holdings Shares") subject to the transfer restrictions and risk of forfeiture hereinafter described ("Restricted Shares"). 2. The value of Holdings Shares for the purposes hereof shall be equal to the last reported trading price for the Holdings Shares.

EXHIBIT 10(j) INSTRUMENT OF ADOPTION OF THE LINCOLN NON-EMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN WHEREAS, The Lincoln Electric Company (the "Company") has previously adopted The Lincoln NonEmployee Directors' Restricted Stock Plan (the "Plan"); WHEREAS, pursuant to an Agreement of Merger dated as of May 19, 1998 by and among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln Electric Holdings, Inc. (the "Agreement"), The Lincoln Electric Company (the "Company") became a wholly owned subsidiary of Lincoln Electric Holdings, Inc. ("Holdings"), effective as of June 2, 1998; and WHEREAS, pursuant to the Agreement, Holdings shall assume the Plan and all obligations of the Company with respect thereto; NOW THEREFORE, Holdings hereby assumes the obligations of the Company under the Plan and adopts The Lincoln Non-Employee Director's Restricted Stock Plan as hereinafter set forth: 1. On each January 1, each non-employee Director of Holdings ("Director") shall be automatically granted $10,000 worth of Common Shares, without par value, of Holdings ("Holdings Shares") subject to the transfer restrictions and risk of forfeiture hereinafter described ("Restricted Shares"). 2. The value of Holdings Shares for the purposes hereof shall be equal to the last reported trading price for the Holdings Shares. 3. The aggregate number of Holdings Shares that may be awarded as Restricted Shares and released from substantial risk of forfeiture under the Plan shall not exceed 200,000 Holdings Shares, which may be shares of original issuance or treasury share or a combination. 4. Restricted Shares held by a Director may not be sold or otherwise disposed of until, and shall be forfeited if such Director ceases to serve as a Director of Holdings before, the restrictions lapse as provided below. 5. The restrictions on each award of Restricted Shares shall lapse when the Director has served continuously as a Director of Holdings for a period of three years after the award; provided, however, that the restrictions shall lapse earlier if the Director (i) dies or (ii) completes the term in which the award was received and

is not elected to another term by the shareholders, or (iii) in the event of a change in control of Holdings as defined in paragraph 8 hereof. 6. Directors shall have all the rights of shareholders with respect to such Restricted Shares, provided that such Restricted Shares, together with any additional shares of Holdings that a Director may receive by virtue of any share dividend, merger, reorganization or other change in capital structure, shall be subject to the restrictions set forth above. 7. The automatic awards of Restricted Shares herein provided for may be referred to as "The Lincoln NonEmployee Directors' Restricted Stock Plan" and shall continue, subject to availability of shares, until such automatic awards are discontinued by resolution of the Board of Directors of Holdings. 8. A "change in control" shall occur upon the happening of any of the following events: (a) Holdings is merged or consolidated or reorganized into or with another company or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such company or person immediately after such transaction is held in the aggregate by the holders of the then outstanding securities entitled to vote generally in election of the Directors of Holdings

is not elected to another term by the shareholders, or (iii) in the event of a change in control of Holdings as defined in paragraph 8 hereof. 6. Directors shall have all the rights of shareholders with respect to such Restricted Shares, provided that such Restricted Shares, together with any additional shares of Holdings that a Director may receive by virtue of any share dividend, merger, reorganization or other change in capital structure, shall be subject to the restrictions set forth above. 7. The automatic awards of Restricted Shares herein provided for may be referred to as "The Lincoln NonEmployee Directors' Restricted Stock Plan" and shall continue, subject to availability of shares, until such automatic awards are discontinued by resolution of the Board of Directors of Holdings. 8. A "change in control" shall occur upon the happening of any of the following events: (a) Holdings is merged or consolidated or reorganized into or with another company or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such company or person immediately after such transaction is held in the aggregate by the holders of the then outstanding securities entitled to vote generally in election of the Directors of Holdings ("Voting Stock") immediately prior to such transaction; (b) Holdings sells or otherwise transfers all or substantially all of its assets to any other company or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the thenoutstanding securities of such company or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of Holdings immediately prior to such sale or transfer; or (c) Any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall have acquired beneficial ownership (within the meaning of Rule 1 3d-3 promulgated by the Securities and Exchange Commission under said Act) of 30% or more of the outstanding Voting Stock, excluding (i) any person or group of persons who are officers, Directors, or employees of Holdings or any subsidiary as of the date hereof or are related by blood or marriage to the descendants

of James F. or John C. Lincoln, including any trusts or similar arrangements for any of the foregoing and any foundations established by any other foregoing and (ii) any underwriter or syndicate of underwriters acting on behalf of Holdings in a public offering of Holdings' securities and any of their transferees. EXECUTED this 29th day December, 1998. LINCOLN ELECTRIC HOLDINGS, INC.
/s/ Frederick G. Stueber -----------------------------Title: FREDERICK G. STUEBER Senior Vice President, General Counsel and Secretary By:

EXHIBIT 10(k) AMENDMENT NO.1 TO THE LINCOLN ELECTRIC COMPANY NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN (Effective as of May 24, 1995)

of James F. or John C. Lincoln, including any trusts or similar arrangements for any of the foregoing and any foundations established by any other foregoing and (ii) any underwriter or syndicate of underwriters acting on behalf of Holdings in a public offering of Holdings' securities and any of their transferees. EXECUTED this 29th day December, 1998. LINCOLN ELECTRIC HOLDINGS, INC.
/s/ Frederick G. Stueber -----------------------------Title: FREDERICK G. STUEBER Senior Vice President, General Counsel and Secretary By:

EXHIBIT 10(k) AMENDMENT NO.1 TO THE LINCOLN ELECTRIC COMPANY NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN (Effective as of May 24, 1995) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No.1 to The Lincoln Electric Company Non-Employee Directors' Deferred Compensation Plan (Effective as of May 24, 1995) (the "Plan"). The provisions of this Amendment shall be effective as of June 2, 1998. I. The name of the Plan as it appears on the cover page of the Plan document, in two places prior to Article I of the Plan, and in Article I of the Plan is hereby amended to read as follows: "The Lincoln Electric Holdings, Inc. Non-Employee Directors' Deferred Compensation Plan." II. Section 2.1(h) of the Plan is hereby amended in its entirety to read: "(h) "Corporation": Lincoln Electric Holdings, Inc. or any successor or successors thereto."

EXECUTED at Cleveland, Ohio, this 29th day of December, 1998. THE LINCOLN ELECTRIC COMPANY
By: /s/ F. G. Stueber ------------------------------FREDERICK G. STUEBER Title: Senior Vice President. General Counsel and Secretary

LINCOLN ELECTRIC HOLDINGS, INC. hereby adopts the Plan as amended by this Amendment No. 1.

EXHIBIT 10(k) AMENDMENT NO.1 TO THE LINCOLN ELECTRIC COMPANY NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN (Effective as of May 24, 1995) The Lincoln Electric Company, an Ohio corporation, hereby adopts this Amendment No.1 to The Lincoln Electric Company Non-Employee Directors' Deferred Compensation Plan (Effective as of May 24, 1995) (the "Plan"). The provisions of this Amendment shall be effective as of June 2, 1998. I. The name of the Plan as it appears on the cover page of the Plan document, in two places prior to Article I of the Plan, and in Article I of the Plan is hereby amended to read as follows: "The Lincoln Electric Holdings, Inc. Non-Employee Directors' Deferred Compensation Plan." II. Section 2.1(h) of the Plan is hereby amended in its entirety to read: "(h) "Corporation": Lincoln Electric Holdings, Inc. or any successor or successors thereto."

EXECUTED at Cleveland, Ohio, this 29th day of December, 1998. THE LINCOLN ELECTRIC COMPANY
By: /s/ F. G. Stueber ------------------------------FREDERICK G. STUEBER Title: Senior Vice President. General Counsel and Secretary

LINCOLN ELECTRIC HOLDINGS, INC. hereby adopts the Plan as amended by this Amendment No. 1. LINCOLN ELECTRIC HOLDINGS, INC.
/s/ F. G. Stueber ------------------------------FREDERICK G. STUEBER Title: Senior Vice President. General Counsel and Secretary By:

EXHIBIT 10(l) LINCOLN ELECTRIC HOLDINGS, INC. AND SUBSIDIARIES SUMMARY OF EMPLOYMENT AGREEMENTS

EXECUTED at Cleveland, Ohio, this 29th day of December, 1998. THE LINCOLN ELECTRIC COMPANY
By: /s/ F. G. Stueber ------------------------------FREDERICK G. STUEBER Title: Senior Vice President. General Counsel and Secretary

LINCOLN ELECTRIC HOLDINGS, INC. hereby adopts the Plan as amended by this Amendment No. 1. LINCOLN ELECTRIC HOLDINGS, INC.
/s/ F. G. Stueber ------------------------------FREDERICK G. STUEBER Title: Senior Vice President. General Counsel and Secretary By:

EXHIBIT 10(l) LINCOLN ELECTRIC HOLDINGS, INC. AND SUBSIDIARIES SUMMARY OF EMPLOYMENT AGREEMENTS Mssrs. Massaro, Elliott and Stueber entered into employment agreements in July 1993, June 1993 and February 1995, respectively. Those agreements contain many terms that are no longer in effect. Certain terms do, however, survive. Surviving terms grant credited service for purposes of the SERP of 29, 32, and 22 years, respectively, as of their respective dates of hire, assuming a normal retirement age of 60 and service of 45 years at age 65 for all. Messrs. Massaro and Elliott have a participation factor under the SERP of 100%. The agreements for Mssrs. Massaro and Elliott also provide for severance pay equal to one year's base salary if they are terminated without cause. The agreement for Mr. Stueber provides that if he is terminated without cause, prior to his sixth anniversary, he will be entitled to severance pay equal to three times his total compensation (base and bonus) for the preceding year. Thereafter, through his tenth anniversary, severance pay equals one year's total compensation.

EXHIBIT 21 LINCOLN ELECTRIC HOLDINGS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT The Company's significant subsidiaries, all of which are included in its consolidated financial statements, are listed in the following table:
COUNTRY OF INCORPORATION ------------United States Ireland PERCENT OWNERSHIP --------100 100

NAME ---The Lincoln Electric Company Harris Calorific Limited

EXHIBIT 10(l) LINCOLN ELECTRIC HOLDINGS, INC. AND SUBSIDIARIES SUMMARY OF EMPLOYMENT AGREEMENTS Mssrs. Massaro, Elliott and Stueber entered into employment agreements in July 1993, June 1993 and February 1995, respectively. Those agreements contain many terms that are no longer in effect. Certain terms do, however, survive. Surviving terms grant credited service for purposes of the SERP of 29, 32, and 22 years, respectively, as of their respective dates of hire, assuming a normal retirement age of 60 and service of 45 years at age 65 for all. Messrs. Massaro and Elliott have a participation factor under the SERP of 100%. The agreements for Mssrs. Massaro and Elliott also provide for severance pay equal to one year's base salary if they are terminated without cause. The agreement for Mr. Stueber provides that if he is terminated without cause, prior to his sixth anniversary, he will be entitled to severance pay equal to three times his total compensation (base and bonus) for the preceding year. Thereafter, through his tenth anniversary, severance pay equals one year's total compensation.

EXHIBIT 21 LINCOLN ELECTRIC HOLDINGS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT The Company's significant subsidiaries, all of which are included in its consolidated financial statements, are listed in the following table:
COUNTRY OF INCORPORATION ------------United States Ireland Italy United States Canada Turkey People's Republic of China United Kingdom Australia Canada Brazil France Italy Mexico Norway Philippines The Netherlands Germany Spain Indonesia Italy Singapore PERCENT OWNERSHIP --------100 100 100 100 75 50 68 100 100 100 100 100 100 100 100 60 100 100 100 60 100 100

NAME ---The Lincoln Electric Company Harris Calorific Limited Harris Calorific S.r.l. Harris Calorific, Inc. Indalco Alloys, Inc. Kaynak Teknigi Sanayi ve Ticaret A.S. Lincoln Electric (Shanghai Holdings) Pte. Ltd. Lincoln Electric (U.K.) Limited Lincoln Electric Company (Australia) Proprietary Limited Lincoln Electric Company of Canada Limited Lincoln Electric Do Brasil Ltda. Lincoln Electric France S.A. Lincoln Electric Italia S.r.l. Lincoln Electric Mexicana, S.A. de C.V. Lincoln Electric Norge AS Lincoln Electric Philippines, Inc. Lincoln Smitweld B.V. Lincoln Smitweld GmbH Lincoln-KD, S.A. PT Lincoln Austenite Indonesia Sacit S.r.l. The Lincoln Electric Company (Asia Pacific) Pte. Ltd.

The Company has omitted the names of its subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" within the meaning of Rule 1-02 contained in Regulation S-X.

EXHIBIT 21 LINCOLN ELECTRIC HOLDINGS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT The Company's significant subsidiaries, all of which are included in its consolidated financial statements, are listed in the following table:
COUNTRY OF INCORPORATION ------------United States Ireland Italy United States Canada Turkey People's Republic of China United Kingdom Australia Canada Brazil France Italy Mexico Norway Philippines The Netherlands Germany Spain Indonesia Italy Singapore PERCENT OWNERSHIP --------100 100 100 100 75 50 68 100 100 100 100 100 100 100 100 60 100 100 100 60 100 100

NAME ---The Lincoln Electric Company Harris Calorific Limited Harris Calorific S.r.l. Harris Calorific, Inc. Indalco Alloys, Inc. Kaynak Teknigi Sanayi ve Ticaret A.S. Lincoln Electric (Shanghai Holdings) Pte. Ltd. Lincoln Electric (U.K.) Limited Lincoln Electric Company (Australia) Proprietary Limited Lincoln Electric Company of Canada Limited Lincoln Electric Do Brasil Ltda. Lincoln Electric France S.A. Lincoln Electric Italia S.r.l. Lincoln Electric Mexicana, S.A. de C.V. Lincoln Electric Norge AS Lincoln Electric Philippines, Inc. Lincoln Smitweld B.V. Lincoln Smitweld GmbH Lincoln-KD, S.A. PT Lincoln Austenite Indonesia Sacit S.r.l. The Lincoln Electric Company (Asia Pacific) Pte. Ltd.

The Company has omitted the names of its subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" within the meaning of Rule 1-02 contained in Regulation S-X.

EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following registration statements of our report dated February 2, 1999, with respect to the consolidated financial statements and schedule of Lincoln Electric Holdings, Inc. (successor to The Lincoln Electric Company) and subsidiaries included in the Annual Report (Form 10-K) for the year ended December 31, 1998: Form S-8 Registration Statement of Lincoln Electric Holdings, Inc. for the 1998 Stock Option Plan (Form S-8 No. 333 - 58305) Post-effective Amendment No. 1 to Form S-8 Registration Statement of Lincoln Electric Holdings, Inc. (as successor to The Lincoln Electric Company) for The Lincoln Electric Company Employee Savings Plan (Form S8 No. 033 - 64187) Post-effective Amendment No. 1 to Form S-8 Registration Statement of Lincoln Electric Holdings, Inc. (as successor to The Lincoln Electric Company) for The Lincoln Electric Company 1988 Incentive Equity Plan

EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following registration statements of our report dated February 2, 1999, with respect to the consolidated financial statements and schedule of Lincoln Electric Holdings, Inc. (successor to The Lincoln Electric Company) and subsidiaries included in the Annual Report (Form 10-K) for the year ended December 31, 1998: Form S-8 Registration Statement of Lincoln Electric Holdings, Inc. for the 1998 Stock Option Plan (Form S-8 No. 333 - 58305) Post-effective Amendment No. 1 to Form S-8 Registration Statement of Lincoln Electric Holdings, Inc. (as successor to The Lincoln Electric Company) for The Lincoln Electric Company Employee Savings Plan (Form S8 No. 033 - 64187) Post-effective Amendment No. 1 to Form S-8 Registration Statement of Lincoln Electric Holdings, Inc. (as successor to The Lincoln Electric Company) for The Lincoln Electric Company 1988 Incentive Equity Plan

(Form S-8 No. 033 - 25210) Post-effective Amendment No. 1 to Form S-8 Registration Statement of Lincoln Electric Holdings, Inc. (as successor to The Lincoln Electric Company) for the 1995 Lincoln Stock Purchase Plan (Form S-8 No. 033 64189) ERNST & YOUNG LLP Cleveland, Ohio March 18, 1999

- Exhibit 24 LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints H. Jay Elliot and Frederick G. Stueber, or either of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 8, 1999.
/s/ Anthony A. Massaro -------------------------------Signature

Anthony A. Massaro, Director

- Exhibit 24 LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints H. Jay Elliot and Frederick G. Stueber, or either of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 8, 1999.
/s/ Anthony A. Massaro -------------------------------Signature

Anthony A. Massaro, Director Name and Title

LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints H. Jay Elliot and Frederick G. Stueber, or either of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 8, 1999.
/s/ John Stropki -------------------------------Signature

John M. Stropki, Director Name and Title

NON-OFFICER DIRECTORS OF

LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints H. Jay Elliot and Frederick G. Stueber, or either of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 8, 1999.
/s/ John Stropki -------------------------------Signature

John M. Stropki, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Harry Carlson -------------------------------Signature

Harry Carlson, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Harry Carlson -------------------------------Signature

Harry Carlson, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ David Gunning -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ David Gunning -------------------------------Signature

David H. Gunning, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ E.E. Hood Jr. -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ E.E. Hood Jr. -------------------------------Signature

E.E. Hood Jr., Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Paul E. Lego -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Paul E. Lego -------------------------------Signature

Paul E. Lego Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ G. Russell Lincoln -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ G. Russell Lincoln -------------------------------Signature

G. Russell Lincoln, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ David C. Lincoln -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ David C. Lincoln -------------------------------Signature

David C. Lincoln, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Kathryn Jo Lincoln -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Kathryn Jo Lincoln -------------------------------Signature

Kathryn Jo Lincoln, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Henry L. Meyer III -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Henry L. Meyer III -------------------------------Signature

Henry L. Meyer III, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Craig R. Smith -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Craig R. Smith -------------------------------Signature

Craig R. Smith, Director Name and Title

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Frank L. Steingass -------------------------------Signature

NON-OFFICER DIRECTORS OF LINCOLN ELECTRIC HOLDINGS, INC. ANNUAL REPORT ON FORM 10-K POWER OF ATTORNEY The undersigned director of Lincoln Electric Holdings, Inc., an Ohio Corporation (the "Corporation"), hereby constitutes and appoints Anthony A. Massaro, H. Jay Elliot and Frederick G. Stueber, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, for him or her and in his or her name, place and stead, to sign and file under the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K, and any and all amendments, supplements and exhibits thereto, and any and all other documents to be filed with the Securities and Exchange Commission pertaining to the Corporation's reporting obligations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute. EXECUTED on February 3, 1999.
/s/ Frank L. Steingass -------------------------------Signature

Frank L. Steingass, Director Name and Title

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX

YEAR DEC 31 1998 JAN 01 1998 DEC 31 1998 39,095 311 171,393 3,563 186,321 436,841 551,292 291,501 782,906 195,111 46,766 0 0 4,928 486,005 782,906 1,186,679 1,186,679 729,613 729,613 304,326 0 5,676 147,064

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR DEC 31 1998 JAN 01 1998 DEC 31 1998 39,095 311 171,393 3,563 186,321 436,841 551,292 291,501 782,906 195,111 46,766 0 0 4,928 486,005 782,906 1,186,679 1,186,679 729,613 729,613 304,326 0 5,676 147,064 53,345 93,719 0 0 0 93,719 1.92 1.91