AMENDED AND RESTATED CODE OF REGULATIONS
 
                                       OF
 
                        PREFORMED LINE PRODUCTS COMPANY
 
                                   ARTICLE I
 
                            MEETINGS OF SHAREHOLDERS
 
     Section 1. Annual Meetings.  The annual meeting of shareholders shall be
held at such time and on such date in the month of April of each year as may be
fixed by the Board of Directors and stated in the notice of the meeting, for the
election of directors, the consideration of reports to be laid before such
meeting and the transaction of such other business as may properly come before
the meeting.
 
     Section 2. Special Meetings.  Special meetings of the shareholders shall be
called upon the written request of the chairman of the board, the president, the
directors by action at a meeting, a majority of the directors acting without a
meeting, or of the holders of shares entitling them to exercise twenty-five
percent (25%) of the voting power of the Corporation entitled to vote thereat.
Calls for such meetings shall specify the purposes thereof. No business other
than that specified in the call shall be considered at any special meeting.
 
     Section 3. Notices of Meetings.  Written notice of each annual or special
meeting stating the time, place, and the purposes thereof shall be given by
personal delivery or by mail to each shareholder of record entitled to vote at
or entitled to notice of the meeting, not more than sixty (60) days nor less
than seven (7) days before any such meeting. If mailed, such notice shall be
directed to the shareholder at his address as the same appears upon the records
of the Corporation. Any shareholder, either before or after any meeting, may
waive any notice required to be given by law or under these Regulations.
 
     Section 4. Place of Meetings.  Meetings of shareholders shall be held at
the principal office of the Corporation unless the Board of Directors determines
that a meeting shall be held at some other place within or without the State of
Ohio and causes the notice thereof to so state.
 
     Section 5. Quorum.  The holders of shares entitling them to exercise a
majority of the voting power of the Corporation entitled to vote at any meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business to be considered at such meeting; provided, however, that no action
required by law or by the Articles of Incorporation or these Regulations to be
authorized or taken by the holders of a designated proportion of the shares of
any particular class or of each class may be authorized or taken by a lesser
proportion.
 
     At any such meeting at which a quorum is present, all questions and
business which shall properly come before the meeting shall be determined by the
vote of the holders of a majority of such voting shares as are represented in
person or by proxy, except when a greater proportion is required by law or the
Articles of Incorporation.
 
     The holders of a majority of the voting shares represented at a meeting,
whether or not a quorum is present, may adjourn such meeting from time to time,
until a quorum shall be present. If any meeting is so adjourned, notice of
adjournment need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting.
 
     Section 6. Record Date.  The Board of Directors may fix a record date for
any lawful purpose including, without limiting the generality of the foregoing,
the determination of shareholders entitled to (i) receive notice of or to vote
at any meeting, (ii) receive payment of any dividend or distribution, (iii)
receive or exercise rights of purchase of or subscription for, or exchange or
conversion of, shares or other securities, subject to any contract right with
respect thereto, or (iv) participate in the execution of written consents,
waivers or releases. Said record date shall not be more than sixty (60) days
preceding the date of such meeting, the date fixed for
<PAGE>   2
 
the payment of any dividend or distribution or the date fixed for the receipt or
the exercise of rights, as the case may be.
 
     Section 7. Advance Notice of Shareholder-Proposed Business at Annual
Meeting.  To be properly brought before an annual meeting, business must be
either (a) specified in the notice of meeting given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than ninety (90) nor
more than one hundred and twenty (120) days prior to the one year anniversary of
the date of the annual meeting of the previous year. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address of the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
that are "beneficially owned" (as defined under Rule 13d-3 of the rules
promulgated under the Securities Exchange Act of 1934, as amended) by the
shareholder, and (iv) any material interest of the shareholder in such business.
Notwithstanding anything in this Code of Regulations to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 7; provided, however, that nothing in this
Section 7 shall be deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting. The chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 7 and if he or she should so determine, he or she
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
 
                                   ARTICLE II
 
                            CERTIFICATES FOR SHARES
 
     Section 1. Form and Execution.  Certificates for shares, certifying the
number of fully paid shares owned, shall be issued to each shareholder in such
form as shall be approved by the Board of Directors. Such certificates shall be
signed by the chairman of the board, the president or a vice president and by
the secretary or an assistant secretary or the treasurer or an assistant
treasurer; provided, however, that if such certificates are countersigned by a
transfer agent and/or registrar, the signatures of any of said officers and the
seal of the Corporation upon such certificates may be facsimiles, engraved,
stamped or printed. If any officer or officers, who shall have signed, or whose
facsimile signature shall have been used, printed or stamped on any certificate
or certificates for shares, shall cease to be such officer or officers, because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates,
if authenticated by the endorsement thereon of the signature of a transfer agent
or registrar, shall nevertheless be conclusively deemed to have been adopted by
the Corporation by the use and delivery thereof and shall be as effective in all
respects as though signed by a duly elected, qualified and authorized officer or
officers, and as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be an officer or officers of the Corporation.
 
     Section 2. Registration of Transfer.  Any certificate for shares of the
Corporation shall be transferable in person or by attorney upon the surrender
thereof to the Corporation or any transfer agent therefor (for the class of
shares represented by the certificate surrendered) properly endorsed for
transfer and accompanied by such assurances as the Corporation or such transfer
agent may require as to the genuineness and effectiveness of each necessary
endorsement.
 
     Section 3. Lost, Destroyed or Stolen Certificates.  A new share certificate
or certificates may be issued in place of any certificate theretofore issued by
the Corporation which is alleged to have been lost, destroyed or wrongfully
taken upon (i) the execution and delivery to the Corporation by the person
claiming the certificate
                                        2
<PAGE>   3
 
to have been lost, destroyed or wrongfully taken of an affidavit of that fact,
specifying whether or not, at the time of such alleged loss, destruction or
taking, the certificate was endorsed, and (ii) the furnishing to the Corporation
of indemnity and other assurances satisfactory to the Corporation and to all
transfer agents and registrars of the class of shares represented by the
certificate against any and all losses, damages, costs, expenses or liabilities
to which they or any of them may be subjected by reason of the issue and
delivery of such new certificate or certificates or in respect of the original
certificate.
 
     Section 4. Registered Shareholders.  A person in whose name shares are of
record on the books of the Corporation shall conclusively be deemed the
unqualified owner and holder thereof for all purposes and to have capacity to
exercise all rights of ownership. Neither the Corporation nor any transfer agent
of the Corporation shall be bound to recognize any equitable interest in or
claim to such shares on the part of any other person, whether disclosed upon
such certificate or otherwise, nor shall they be obliged to see to the execution
of any trust or obligation.
 
                                  ARTICLE III
 
                                   DIRECTORS
 
     Section 1. Number and Classification of Directors.  Until changed in
accordance with the provisions of this section, the number of directors of the
Corporation, none of whom need be shareholders, shall be at least six (6) and
not greater than nine (9). The number of directors may be fixed or changed at
any annual meeting or at any special meeting called for that purpose by the
affirmative vote of the directors or by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation on such proposal.
 
     The directors shall be divided, with respect to the time for which they
severally hold office, into two (2) or three (3) classes, composed of at least
three (3) directors each, with the term of office of each such class to expire
at such time as prescribed by the shareholders at the annual meeting in which
the directors of such class are elected. At each annual meeting of shareholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the second (if there are two classes)
or third (if there are three classes) succeeding annual meeting of shareholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
 
     Section 2. Nomination of Directors; Advance Notice of Shareholder
Nominations.  Only persons who are nominated in accordance with the procedures
set forth in this Section 2 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
at the annual meeting may be made by or at the direction of the Board of
Directors, by any nominating committee or person appointed for such purpose by
the Board of Directors, or by any shareholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2. Such nominations, other than those made
by, or at the direction of, or under the authority of the Board of Directors,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than ninety (90) nor more than one hundred and twenty (120) days prior to
the one year anniversary of the date of the annual meeting of the previous year.
Such shareholder's notice to the Secretary shall set forth (a) as to each person
whom the shareholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of the Corporation, if any, which are beneficially
owned by the person, and (iv) any other information relating to the person that
is required to be disclosed in solicitations for proxies for election of
directors; and (b) as to the shareholder giving the notice (i) the name and
record address of the shareholder and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
shareholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the qualifications of such proposed nominee to serve as a director of the
Corporation. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance
 
                                        3
<PAGE>   4
 
with the foregoing procedure and, if he or she should so determine, he or she
shall so declare to the meeting and the defective nomination shall be
disregarded.
 
     Section 3. Election of Directors.  The election of directors shall be held
at the annual meeting of shareholders. If, however, an annual meeting is not
held or directors are not elected thereat, they may be elected at a special
meeting called and held for that purpose. Such election shall be by ballot
whenever requested by any shareholder entitled to vote at such election; but,
unless such request is made, the election may be conducted in any manner
approved at such meeting.
 
     Section 4. Term of Office.  Each director shall hold office until such time
as his or her successor is elected and qualified as provided in this Article III
or until his earlier resignation, removal from office or death.
 
     Section 5. Removal.  All the directors, or all the directors of a
particular class, or any individual director may be removed from office, without
assigning any cause, by the vote of the holders of at least two-thirds of the
voting power entitling them to elect directors in place of those to be removed.
In case of any such removal, a new director may be elected at the same meeting
for the unexpired term of each director removed.
 
     Section 6. Vacancies.  Vacancies in the Board of Directors, regardless of
how such vacancies shall have been created, may be filled by a majority vote of
the remaining directors. A vacancy or vacancies in the Board of Directors shall
be deemed to exist if the number of directors of any class is increased by the
board. Any person or persons chosen by the Board of Directors to fill a vacancy
or vacancies on the board shall hold office until the next meeting of
shareholders called for the election of directors. Shareholders entitled to
elect directors shall have the right to fill any vacancy or vacancies in the
board (whether the same has been temporarily filled by the remaining directors
or not) at any meeting of the shareholders called for the election of directors
and any directors elected at any such meeting of shareholders shall serve for
the balance of the unexpired term.
 
     Section 7. Quorum.  A majority of the directors in office at the time shall
constitute a quorum for the transaction of business. The act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors unless a greater number is required by law. Whenever
less than a quorum is present at the time and place appointed for any meeting of
the board, a majority of those present may adjourn the meeting from time to
time, until a quorum shall be present.
 
     Section 8. Annual Meeting.  Annual meetings of the Board of Directors shall
be held immediately following annual meetings of the shareholders, or as soon
thereafter as is practicable. If no annual meeting of the shareholders is held,
or if directors are not elected thereat, then the annual meeting of the Board of
Directors shall be held immediately following any special meeting of the
shareholders at which directors are elected, or as soon thereafter as is
practicable. If such annual meeting of directors is held immediately following a
meeting of the shareholders, it shall be held at the same place at which such
shareholders' meeting was held.
 
     Section 9. Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such times and places, within or without the State of Ohio, as
the Board of Directors may, by resolution or by-law, from time to time,
determine. The secretary shall give notice of each such resolution or by-law to
any director who was not present at the time the same was adopted, but no
further notice of such regular meeting need be given.
 
     Section 10. Special Meetings.  Special meetings of the Board of Directors
may be called by the chairman of the board, the president, any vice president,
or any two members of the Board of Directors, and shall be held at such times
and places, within or without the State of Ohio, as may be specified in such
call.
 
     Section 11. Compensation.  The directors, as such, shall be entitled to
receive such reasonable compensation for their services as may be fixed from
time to time by resolution of the board, and expenses of attendance, if any, may
be allowed for attendance at each annual, regular or special meeting of the
board. Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of any standing or special committee may by
 
                                        4
<PAGE>   5
 
resolution of the board be allowed such compensation for their services as the
board may deem reasonable, and additional compensation may be allowed to
directors for special services rendered.
 
     Section 12. By-laws.  For the government of its actions, the Board of
Directors may adopt by-laws consistent with the Articles of Incorporation and
these Regulations.
 
     Section 13. Committees.  The Board of Directors may by resolution provide
for such standing or special committees as it deems desirable, and discontinue
the same at its pleasure. Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board
of Directors. Vacancies in such committees shall be filled by the Board of
Directors or as the Board of Directors may provide.
 
                                   ARTICLE IV
 
                                    OFFICERS
 
     Section 1. General Provisions.  The Board of Directors shall elect a chief
executive officer, a president, such number of vice presidents as the board may
from time to time determine, a secretary and a treasurer and, in its discretion,
a chairman of the Board of Directors. The Board of Directors may from time to
time create such offices and appoint such other officers, subordinate officers
and assistant officers as it may determine. The president, any vice president
who succeeds to the office of the president, and the chairman of the board shall
be, but the other officers need not be, chosen from among the members of the
Board of Directors. Any two of such offices, other than that of president and
vice president, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.
 
     Section 2. Term of Office.  The officers of the Corporation shall hold
office during the pleasure of the Board of Directors, and, unless sooner removed
by the Board of Directors, until the organization meeting of the Board of
Directors following the date of their election and until their successors are
chosen and qualified. The Board of Directors may remove any officer at any time,
with or without cause. A vacancy in any office, however created, shall be filled
by the Board of Directors.
 
                                   ARTICLE V
 
                               DUTIES OF OFFICERS
 
     Section 1. Chairman of the Board.  The chairman of the board, if one be
elected, shall preside at all meetings of the Board of Directors and of the
shareholders and shall have such other powers and duties as may be prescribed by
the Board of Directors.
 
     Section 2. Chief Executive Officer.  The Board of Directors shall designate
either the chairman of the board or the president as chief executive officer of
the Corporation. The chief executive officer shall exercise supervision over the
business of the Corporation and all of the other officers of the Corporation,
subject, however, to the control of the Board of Directors. He shall have
authority to sign all certificates for shares and all deeds, mortgages, bonds,
agreements, notes, and other instruments requiring his signature, and shall have
all the powers and duties as the Board of Directors may from time to time assign
to him.
 
     Section 3. President.  The president of the Corporation shall exercise
supervision over such aspects of the business of the Corporation as may be
assigned to him by the chief executive officer (if the president has not been
designated chief executive officer), subject, however, to the control of the
chief executive officer and the Board of Directors. He shall have authority to
sign all certificates for shares and all deeds, mortgages, bonds, agreements,
notes, and other instruments requiring his signature, and shall have all the
powers and duties as the chief executive officer or the Board of Directors may
from time to time assign to him. If the president has not been designated by the
Board of Directors as the chief executive officer, he shall report to the chief
executive officer.
 
     Section 4. Vice Presidents.  The vice presidents shall have such powers and
duties as may from time to time be assigned to them by the Board of Directors or
the chief executive officer.
                                        5
<PAGE>   6
 
     Section 5. Secretary.  The secretary shall keep minutes of all the
proceedings of the shareholders and Board of Directors and shall make proper
record of the same, which shall be attested by him; shall have authority to
execute and deliver certificates as to any of such proceedings and any other
records of the Corporation; shall have authority to sign all certificates for
shares and all deeds, mortgages, bonds, agreements, notes and other instruments
to be executed by the Corporation which require his signature; shall give notice
of meetings of shareholders and directors; shall produce on request at each
meeting of shareholders a certified list of shareholders arranged in
alphabetical order; shall keep such books and records as may be required by law
or by the Board of Directors; and, in general, shall perform all duties incident
to the office of secretary and such other duties as may from time to time be
assigned to him by the Board of Directors or the chief executive officer.
 
     Section 6. Treasurer.  The treasurer shall have general supervision of all
finances; he shall receive and have in charge all money, bills, notes, deeds,
leases, mortgages and similar property belonging to the Corporation, and shall
do with the same as may from time to time be required by the Board of Directors.
He shall cause to be kept adequate and correct accounts of the business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, stated capital and shares, together with
such other accounts as may be required, and upon the expiration of his term of
office shall turn over to his successor or to the Board of Directors all
property, books, papers and money of the Corporation in his hands; and he shall
have such other powers and duties as may from time to time be assigned to him by
the Board of Directors or the chief executive officer. Unless another individual
is elected to the office of treasurer, the vice president-finance shall also
serve as treasurer.
 
     Section 7. Duties of Officers May Be Delegated.  In the absence of any
officer of the Corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties, or any of them, of such officers to any other officer or to
any director.
 
                                   ARTICLE VI
 
                         INDEMNIFICATION AND INSURANCE
 
     Section 1. Indemnification in Non-Derivative Actions.  The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than an action
by or in the right of the Corporation, by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, partner or employee
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
 
     Section 2. Indemnification in Derivative Actions.  The Corporation shall
indemnify any person who was or is a party, or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
partner or employee of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of (a) any claim, issue or matter as to
                                        6
<PAGE>   7
 
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless, and only to
the extent that the Court of Common Pleas, or the court in which such action or
suit was brought, shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Common Pleas or such court shall deem proper; or (b) any action or
suit in which the only liability asserted against a director is pursuant to
Section 1701.95 of the Ohio Revised Code.
 
     Section 3. Indemnification as Matter of Right.  To the extent that a
director, trustee, officer, partner or employee has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in
Sections l and 2 of this Article VI, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection therewith.
 
     Section 4. Determination of Conduct.  Any indemnification under Sections 1
and 2 of this Article VI, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, partner or employee is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Sections l and 2 of this Article VI. Such determination shall be made
(a) by a majority vote of a quorum consisting of directors of the Corporation
who were not and are not parties to or threatened with any such action, suit, or
proceeding; or (b) if such a quorum is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written opinion by
independent legal counsel, other than an attorney or a firm having associated
with it an attorney who has been retained by or who has performed services for
the Corporation or any person to be indemnified within the past five years; or
(c) by the shareholders; or (d) by the Court of Common Pleas or the court in
which such action, suit, or proceeding was brought. Any determination made by
the disinterested directors under Section 4(a) or by independent legal counsel
under Section 4(b) of this Article VI shall be promptly communicated to the
person who threatened or brought the action or suit, by or in the right of the
Corporation under Section 2 of this Article VI, and within ten days after
receipt of such notification, such person shall have the right to petition the
Court of Common Pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
 
     Section 5. Mandatory Advance Payment of Expenses.  Unless at the time of a
director's act or omission that is the subject of an action, suit or proceeding
referred to in Sections 1 and 2 of this Article VI, the Articles of
Incorporation or the Code of Regulations of the Corporation state that the
provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to
the Corporation and unless the only liability asserted against the director in
an action, suit or proceeding referred to in Sections 1 and 2 of this Article VI
is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including
attorneys' fees, incurred by a director in defending the action, suit or
proceeding shall be paid by the Corporation as they are incurred, in advance of
the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following: (a) repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Corporation or undertaken with reckless disregard for the best interests of
the Corporation; and (b) reasonably cooperate with the Corporation concerning
the action, suit or proceeding.
 
     Section 6. Advance Payment of Expenses.  Expenses, including attorneys'
fees, incurred in defending any action, suit, or proceeding referred to in
Sections l and 2 of this Article VI, may be paid by the Corporation as they are
incurred, in advance of the final disposition of such action, suit, or
proceeding as authorized by the directors in the specific case upon receipt of
an undertaking by or on behalf of the director, trustee, officer, partner or
employee to repay such amount, if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized in this Article
VI.
 
     Section 7. Nonexclusivity.  The indemnification provided by this Article VI
shall not be deemed exclusive of, and shall be in addition to, any other rights
to which those seeking indemnification may be entitled under the Articles of
Incorporation or the Code of Regulations or any agreement, vote of shareholders
 
                                        7
<PAGE>   8
 
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office and
shall continue as to a person who has ceased to be a director, trustee, officer,
partner or employee and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
 
     Section 8. Liability Insurance.  The Corporation may purchase and maintain
insurance or furnish similar protection on behalf of or for any person who is or
was a director, officer or employee of the Corporation, or is or was serving at
the request of the Corporation as a director, trustee, officer, partner or
employee of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article VI or
of Chapter 1701 of the Ohio Revised Code.
 
     Section 9. No Obligation of Repayment.  The authority of the Corporation to
indemnify persons pursuant to Sections 1 and 2 of this Article VI does not limit
the payment of expenses as they are incurred, indemnification, insurance, or
other protection that may be provided pursuant to Sections 5, 6, 7 and 8 of this
Article VI. Sections 1 and 2 of this Article VI do not create any obligation to
repay or return payments made by the Corporation pursuant to Sections 5, 6, 7
and 8 of this Article VI.
 
                                  ARTICLE VII
 
                           CONTROL SHARE ACQUISITIONS
 
     Section 1701.831 of the Ohio Revised Code does not apply to "control share
acquisitions" of shares of the Corporation.
 
                                  ARTICLE VIII
 
                                   AMENDMENTS
 
     This Code of Regulations may be amended, or new regulations may be adopted,
at any meeting of shareholders called for such purpose by the affirmative vote
of the holders of shares entitling them to exercise a majority of the voting
power of the Corporation on such proposal, except that Sections 1 and 5 (Number
and Classification; Removal) of Article III may be amended or repealed only by
the affirmative vote of the holders of shares entitling them to exercise at
least two-thirds of the voting power on such proposal.