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                                                                  EXHIBIT 10(o)

                                  AMENDMENT 1
                                       TO
                              SEVERANCE AGREEMENT

THIS AMENDMENT, is made this 6th day of March, 2000, by and between Lincoln
Electric Holdings, Inc. (the "Company") and _______________ ("Executive").

        WHEREAS, the Company and Executive have entered into an agreement,
dated September 9, 1998, specifying severance benefits that would apply to
Executive upon a change in control of the Company (the "Severance Agreement");

        WHEREAS, the Compensation Committee of the Board of Directors of the
Company have approved certain changes to the terms of Executive's retirement
arrangement with the Company which are specified in the Severance Agreement;
and

        WHEREAS, the Company and Executive desire to amend the Severance
Agreement to reflect the changes approved by the Compensation Committee.

        NOW THEREFORE,

        1.  The third paragraph of Annex A of the Severance Agreement is hereby
            amended in its entirety, effective as of the date hereof, to read
            as follows:


                                  "3. Performance Awards.  All performance
                      awards granted prior to a Change in Control under the
                      Company's Long-Term Incentive Program or any successor
                      plan, if any, for the open performance periods will be
                      paid in accordance with the provisions of such Program
                      at the greater of target or actual performance on  the
                      Executive's Termination Date."

        2.  The fifth paragraph of Annex A of the Severance Agreement is hereby
            amended in its entirety, effective as of the date hereof, to read
            as follows:

                                  "5. Supplemental Executive Retirement Plan.
                      For purposes of determining the Executive's benefit under
                      the Supplemental Executive Retirement Plan or any
                      successor thereto, the Executive (a) will be credited
                      with the number of years of continuous service equal to
                      the number of his actual years of continuous service at
                      his Termination Date plus the number of years of
                      continuous service he would have had if he had continued
                      his employment throughout the greater of (i) one year or
                      (ii) the remainder of the Severance Period, (b) will be
                      considered to have attained his actual chronological age
                      at his Termination Date age plus the greater of (i) one
                      additional year of chronological age or (ii) additional
                      years of chronological





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                      age equal to the number of years and months included in
                      the remainder of the Severance Period, and (c) will
                      become fully vested under the Supplemental Executive
                      Retirement Plan as of his Termination Date."

                                     *           *               *


               EXECUTED this 6th day of March, 2000.



                                           LINCOLN ELECTRIC HOLDINGS, INC.

                                           By:
                                              --------------------------------
                                               Title:

                                           ------------------------



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