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                                                                    Exhibit 4(p)

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

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

                                       1.

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

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

                                       2.

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

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

                                       3.

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

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

                                       4.

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

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

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

                                       5.

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

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

                                       6.

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

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

                                       7.

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

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

                                       8.

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

                                       9.

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

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

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

                                       10.

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

                                       11.

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

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

                                       12.

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

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

                                       13.

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

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

                                       14.

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

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

                                       15.

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

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

                                       16.

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

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

                                       17.

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

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

                                       18.

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

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

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

                                       19.

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

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

                                       20.

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

                                      21.

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

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

                                       22.

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

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

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                                       23.

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

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

                                       24.

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

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

                                       25.

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

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

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

                                       26.

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

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

                                       27.

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

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

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

                                                THE LINCOLN ELECTRIC COMPANY

                                                By: ____________________________
                                                Title: Human Resources Officer

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