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                                                                    Exhibit 4(d)

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

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

                                       I.

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

                                       II.

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

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

                                      III.

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

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

                                       IV.

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

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

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

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

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

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

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

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

                                        THE LINCOLN ELECTRIC COMPANY

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

                                        And ____________________________
                                            Title:

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