CERTIFICATE
 
                                       OF
 
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
                                       OF
 
                               PKOH HOLDING CORP.
 
                  Edward F. Crawford, who is Chairman of the Board of Directors,
President and Chief Executive Officer, and Ronald J. Cozean, who is Secretary,
of the above-named Ohio corporation for profit with its principal location at
Cleveland, Ohio (the "Corporation") do hereby certify that the following Amended
and Restated Articles of Incorporation were adopted by the Board of Directors of
the Corporation to supersede and take the place of the existing Articles of
Incorporation at a meeting duly called on May 28, 1998, and further that such
Amended and Restated Articles of Incorporation were approved by the sole
shareholder of the Corporation in a writing signed by such shareholder and dated
May 28, 1998, all in accordance with the applicable provisions of the Ohio
Revised Code, including Section 1701.69 thereof.
 
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
                                       OF
 
                            PARK-OHIO HOLDINGS CORP.
 
 
                  FIRST:  The name of the Corporation shall be "Park-Ohio 
Holdings Corp".
 
                  SECOND: The place in the State of Ohio where the principal
office of the Corporation will be located is Cleveland, Ohio, in Cuyahoga
County, or such other location as the Board of Directors may from time to time
determine.
 
                  THIRD: The purposes for which the Corporation is formed are
(i) to engage in any lawful act or activity for which corporations may be formed
under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, as now
in effect or hereinafter amended, in furtherance of such long-term plans and
strategies as the Board of Directors may from time to time establish for the
Corporation and (ii) to preserve for the Corporation, its shareholders and such
other constituencies as the Board of Directors may from time to time identify,
the benefits expected to be derived from such long term-plans and strategies.
 
                  FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty million six hundred
thirty-two thousand four hundred seventy (40,632,470), all of a par value of $1
per share, divided into two classes as follows: 632,470 shares of Serial
Preferred Stock (hereinafter called the "Serial Stock"); and 40,000,000 shares
of Common Stock (hereinafter called the "Common Stock").
 
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<PAGE>   2
 
 
 
                  The voting powers and such designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions of each class of stock which are
fixed by these Amended and Restated Articles of Incorporation, and the express
grant of authority to the Board of Directors to fix by resolutions the voting
powers, designations, preferences and relative, participating, optional or other
rights, if any, or the qualifications, limitations or restrictions, if any, of
the Serial Stock which are not fixed by these Amended and Restated Articles of
Incorporation, are as follows:
 
                  SECTION 1. PROVISIONS APPLICABLE ONLY TO THE SERIAL STOCK
 
                  A. The Serial Stock may be issued from time to time in any
amount, not exceeding in the aggregate (including all shares of any and all
series thereof theretofore issued and not theretofore retired) the total number
of shares of the Serial Stock hereinabove authorized, as Serial Stock of one or
more series, as hereinafter provided. All shares of any one series of the Serial
Stock shall be identical in all respects, each series thereof shall be
distinctively designated by letter or descriptive words, and, except as
permitted by the provisions of this Article FOURTH, all series of the Serial
Stock shall rank equally and be identical in all respects.
 
                  B. Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Serial Stock as Serial Stock of any
series and in connection with the creation of such series to fix by the
resolution or resolutions providing for the issue of shares thereof the voting
powers and designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions of such
series, to the fullest extent now or hereafter permitted by the laws of the
State of Ohio, in respect of the matters set forth in the following subdivisions
(1) to (7), inclusive:
 
                      (1) The designation of such series;
 
                      (2) The voting powers, if any, of the holders of Serial
Stock of such series;
 
                      (3) The rate and the times and conditions upon which the
holders of Serial Stock of such series shall be entitled to receive dividends,
and whether such dividends shall be cumulative or non-cumulative;
 
                      (4) The price or prices and the time or times and the
manner in which the Serial Stock of such series shall be redeemable, if such
Serial Stock is made redeemable;
 
                      (5) Whether or not the shares of such series shall be
entitled to the benefit of a sinking fund or purchase fund to be applied to the
redemption or purchase of such series and, if so entitled, the amount of such
fund and the manner of its application;
 
                      (6) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class of the Corporation or any
other security, and, if so convertible or exchangeable,
 
                                        2
 
<PAGE>   3
 
 
 
the conversion price or prices or rate or rates, or the rate or rates of
exchange, and the adjustments, if any, in the price or prices or rate or rates
at which such conversion or exchange may be made; and
 
                      (7) Any other designations, preferences and relative
participating, or other special rights, and qualifications, limitations or
restrictions thereof, so far as they are not inconsistent with the provisions of
these Amended and Restated Articles of Incorporation, as from time to time
amended.
 
                  C. Shares of any series of Serial Stock which have been issued
and reacquired in any manner by the Corporation (excluding, until the
Corporation elects to retire them, shares which are held as treasury shares but
including shares redeemed, shares purchased and retired, whether through the
operation of a retirement or purchase fund or otherwise, and shares which, if
convertible or exchangeable, have been converted into or exchanged for shares of
stock of any other class or classes) shall have the status of authorized and
unissued shares of Serial Stock and may be reissued as a part of the series of
which they were originally a part or may be reissued as part of a new series of
Serial Stock to be created by resolution or resolutions of the Board of
Directors or as part of any other series of Serial Stock, all subject to the
conditions or restrictions on issuance set forth herein or in any resolution or
resolutions adopted by the Board of Directors providing for the issue of any
series of Serial Stock.
 
 
                  SECTION 2. PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK
 
                  A. Except to the extent that the resolution or resolutions
providing for the issuance of a series of Serial Stock may otherwise provide
with respect to such series, the preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the Serial Stock of all series are as follows:
 
                      (1) Out of the unreserved and unrestricted surplus of the
Corporation legally available for dividends, the holders of Serial Stock shall
be entitled to receive, when and as declared by the Board of Directors,
dividends at the rate per annum determined as in this Article FOURTH, provided
therefor, and no more, payable quarterly in each year on such dates as may be
fixed as in this Article FOURTH provided therefor to holders of record on the
respective dates not exceeding forty days preceding such dividend payment dates
as may be determined by the Board of Directors in advance of the payment of each
such dividend (each such payment day being hereinafter called a dividend date
and each quarterly period ending with a dividend date being hereinafter called a
dividend period), before any dividends (other than dividends payable in stock
ranking junior to Serial Stock) on any class or classes of stock of the
Corporation ranking junior to Serial Stock as to dividends or on liquidation
shall be declared or paid or set apart for payment. With respect to each issue
of Serial Stock on which dividends are cumulative, such dividends shall accrue
and be cumulative from the "Date of Cumulation." The term "Date of Cumulation"
as used in this Section 2A.(1) with reference to the Serial Stock shall be
deemed to mean the date on which shares of the Serial Stock of such series are
first issued. In the event of the issue of additional shares of Serial Stock of
any then existing series, all dividends paid on the Serial Stock of such series
prior to the issue of such additional shares,
 
                                        3
 
<PAGE>   4
 
 
 
and all dividends declared and payable to holders of record of the Serial Stock
of such series on any date prior to the issue of such additional shares, shall
be deemed to have been paid on such additional shares. No dividends shall be
declared on any issue of Serial Stock in respect of any dividend period unless
there shall likewise be or have been declared on all shares of Serial Stock of
each other issue at the time outstanding like dividends for all dividend periods
coinciding with or ending before such dividend period, ratably in proportion to
the respective annual dividend rates per annum fixed therefor as hereinbefore
provided. Accruals of dividends shall not bear interest.
 
                      (2) The Serial Stock of all issues shall be preferred over
the Common Stock as to assets in the event of any liquidation or dissolution or
winding up of the Corporation, and in that event the holders of the Serial Stock
of each issue shall be entitled to receive, out of the assets of the Corporation
available for distribution to its shareholders the amount payable upon such
liquidation or dissolution or winding up as fixed by the Board of Directors,
plus an amount equal to all dividends accrued and unpaid thereon to the date of
final distribution to such holders, before any distribution of the assets shall
be made to the holders of the Common Stock; and, if in the event of any such
liquidation or dissolution or winding up of the Corporation, the holders of all
issues of the Serial Stock shall have received all the amounts to which they
shall be entitled as aforesaid, the holders of the Common Stock shall be
entitled, to the exclusion of the holders of the Serial Stock, to share ratably
in all the assets of the Corporation available for distribution to the
shareholders then remaining according to the number of shares of the Common
Stock held by them respectively. If, upon any liquidation or dissolution or
winding up of the Corporation, the amounts payable on or with respect to the
Serial Stock are not paid in full, the holders of shares of the Serial Stock of
all issues shall share ratably in any distribution of assets according to the
respective amounts which would be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to the Serial
Stock of all series were paid in full. For the purposes of this Section 2A.(2),
the voluntary sale, lease, exchange or transfer (for cash, shares of stock,
securities, or other consideration) of all or substantially all of its property
or assets to, or a consolidation or merger of the Corporation with, one or more
corporations shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.
 
                      (3) The shares of Serial Stock, or any series or issue
thereof, or any part of any series or issue thereof, which are outstanding and
which are by resolution or resolutions of the Board of Directors creating any
series of Serial Stock, then redeemable, may be redeemed by the Corporation at
its election expressed by resolution of the Board of Directors, upon not less
than thirty (30) nor more than sixty (60) days' previous notice to the holders
of record of the Serial Stock to be redeemed, given by mail or by publication in
such manner as may be prescribed by resolution of the Board of Directors, at the
applicable redemption price, determined as provided in this Article FOURTH, of
the Serial Stock to be redeemed. If less than all the outstanding Serial Stock
of any issue or series is to be redeemed, the redemption may be made either by
lot or pro rata as may be prescribed by resolution of the Board of Directors.
From and after the date fixed in any such notice as the date of redemption
(unless default shall be made by the Corporation in providing moneys for the
payment of the redemption price pursuant to such notice), or, if the Corporation
shall so elect, from and after a date, prior to the date fixed as the date of
redemption, on which the Corporation shall provide moneys for
 
                                        4
 
<PAGE>   5
 
 
 
the payment of the redemption price by depositing the amount thereof for the
account of the holders of the Serial Stock entitled thereto with a bank or trust
company doing business in the City of Chicago, Illinois, or in the City of New
York, New York, or in the City of Cleveland, Ohio, and having a capital and
surplus of at least fifty million dollars ($50,000,000), pursuant to notice of
such election included in the notice of redemption specifying the date on which
such deposit will be made, all dividends on the Serial Stock called for
redemption shall cease to accrue and all rights of the holders thereof as
shareholders of the Corporation, except the right to receive the redemption
price as hereinafter provided and, in the case of such deposit, any conversion
rights not theretofore expired, shall cease and terminate. After the deposit of
such amount with such bank or trust company, the respective holders of record of
the Serial Stock to be redeemed shall be entitled to receive the redemption
price at any time upon actual delivery to such bank or trust company of
certificates for the number of shares to be redeemed, duly endorsed in blank or
accompanied by proper instruments of assignment and transfer thereof duly
endorsed in blank. Any moneys so deposited which shall remain unclaimed by the
holders of such Serial Stock at the end of six (6) years after the redemption
date, together with any interest thereon which shall be allowed by the bank or
trust company with which the deposit shall have been made, shall be repaid by
such bank or trust company to the Corporation upon its request expressed in a
resolution of its Board of Directors, free of any trust theretofore impressed
upon them by the Corporation.
 
                      (4) If at the time of any annual meeting of shareholders
of the Corporation for the election of directors a default in preference
dividends, as the term "default in preference dividends" is hereinafter defined,
shall exist, the holders of the Serial Stock voting separately as a class and
without regard to series, shall have the right to elect two members of the Board
of Directors; and the holders of the Common Stock shall not be entitled to vote
in the election of the directors of the Corporation to be elected by the holders
of Serial Stock, as provided above. Whenever a default in preference dividends
shall commence to exist, the Corporation, upon the written request of the
holders of five percent (5%) or more of the outstanding shares of Serial Stock,
shall call a special meeting of the holders of the Serial Stock, such special
meeting or meetings to be held within one hundred twenty (120) days after the
date on which such request is received by the Corporation, for the purpose of
enabling such holders to elect members of the Board of Directors as provided
above; provided, however, that such special meeting or meetings need not be
called if an annual meeting of shareholders of the Corporation for the election
of directors shall be scheduled to be held within such 120 days. Prior to any
such special or annual meeting or meetings, the number of directors of the
Corporation shall be increased to the extent necessary to provide as additional
places on the Board of Directors the directorships to be filled by the directors
to be elected thereat. Any director elected as aforesaid by the holders of
shares of the Serial Stock shall cease to serve as such director whenever a
default in preference dividends shall cease to exist. If, prior to the end of
the term of any director elected as aforesaid by the holders of shares of Serial
Stock, or elected by the holders of the Serial Stock and Common Stock, a vacancy
in the office of such director shall occur by reason of death, resignation,
removal or disability, or for any other cause, such vacancy shall be filled for
the unexpired term in the manner provided in these Amended and Restated Articles
of Incorporation and the Regulations of the Corporation; provided, however, that
if such vacancy shall be filled by election by the shareholders at a meeting
thereof, the right to fill such vacancy shall be vested in the holders of that
class of stock
 
                                        5
 
<PAGE>   6
 
 
 
or series thereof which elected the director the vacancy in the office of whom
is so to be filled, unless, in any such case, no default in preference dividends
shall exist at the time of such meeting. For the purposes of this Section
2A.(4), a "default in preference dividends" shall be deemed to have occurred
whenever the amount of cumulative dividends accrued and unpaid upon any series
of the Serial Stock and the amount of non-cumulative dividends unpaid upon any
series of the Serial Stock shall be equivalent to six (6) full quarter-yearly
dividends or more, and, having so occurred, such default in preference dividends
shall be deemed to exist thereafter until, but only until, all cumulative
dividends accrued and unpaid on all shares of the Serial Stock then outstanding,
of each and every class and series, shall have been paid in full, or declared
and funds set aside for their payment, and until non-cumulative dividends on all
shares of the Serial Stock then outstanding, of each and every series, shall
have been paid regularly for at least one year. Nothing herein contained shall
be deemed to prevent an increase in the number of directors of the Corporation
pursuant to its Regulations so as to provide as additional places on the Board
of Directors the directorships to be filled by the directors so to be elected by
the holders of the Serial Stock or of any class or series thereof, or to prevent
any other change in the number of directors of the Corporation. At any meeting
held for the purpose of electing directors at which the holders of the Serial
Stock shall have the special right, voting separately as a group, to elect
directors as provided in this Section 2A.(4), the presence, in person or by
proxy, of the holders of one-third of the aggregate number of shares of the
Serial Stock of all series at the time outstanding shall be required to
constitute a quorum of such group for the election of any director by the
holders of the Serial Stock as a group. At any such meeting or adjournment
thereof, (a) the absence of a quorum of the holders of the Serial Stock shall
not prevent the election of directors other than those to be elected by the
holders of the Serial Stock voting as a group and the absence of a quorum for
the election of such other directors shall not prevent the election of the
directors to be elected by the holders of the Serial Stock voting as a group,
and (b) in the absence of either or both such quorums, a majority of the holders
present in person or by proxy of the stock or stocks which lack a quorum shall
have power to adjourn the meeting for the election of directors which they are
entitled to elect from time to time without notice other than announcement at
the meeting until a quorum shall be present.
 
                      (5) So long as any shares of the Serial Stock of any
series shall be outstanding, (a) the Corporation shall not, without the
affirmative vote or written consent of the holders of at least two-thirds of the
aggregate number of shares of the Serial Stock of all series at the time
outstanding, considered as a single class without regard to series,
 
                          (i) alter or change the voting powers, designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions of the Serial Stock as provided in
these Amended and Restated Articles of Incorporation or by the resolution or
resolutions so fixing the same, so as to affect the Serial Stock adversely, or
 
                          (ii) authorize or create any class of stock ranking,
either as to dividends or upon liquidation, prior to the Serial Stock; or
 
 
 
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<PAGE>   7
 
 
 
                               (b) the Corporation shall not, without the
affirmative vote or written consent of the holders of a majority of the
aggregate number of shares of the Serial Stock of all series at the time
outstanding, considered as a single class, increase the authorized amount of
Serial Stock or authorize or create any class ranking, either as to dividends or
upon liquidation, on a parity with Serial Stock; or (c) the Corporation shall
not, without the affirmative vote or written consent of the holders of at least
two-thirds of the aggregate number of shares of the Serial Stock of any series
at the time outstanding, the holders of such series consenting or voting
separately as a series, alter or change the voting powers, designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions specifically applicable to such
series, as provided in these Amended and Restated Articles of Incorporation or
in the resolution or resolutions adopted by the Board of Directors providing for
the issue of such series, so as to affect such series adversely; or (d) the
Corporation shall not (i) declare, or pay, or set apart for payment, any
dividends (other than dividends payable in stock ranking junior to the Serial
Stock) or make any distribution, on any class or classes of stock of the
Corporation ranking junior to the Serial Stock in any respect, or (ii) redeem,
purchase or otherwise acquire, or permit any subsidiary to purchase or otherwise
acquire, any shares of any such junior class, if at the time of making such
declaration, payment, distribution, redemption, purchase or acquisition, the
Corporation shall be in default with respect to any dividend payable on, or any
obligation to retire, shares of Serial Stock, provided that, notwithstanding the
foregoing, the Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out of the net cash
proceeds from the sale of, other shares of stock of any junior class; provided,
however, that any vote or consent required by Section 2A.(5)(a)(i) above may be
given and made effective by the filing of an appropriate amendment of these
Amended and Restated Articles of Incorporation without obtaining the vote or
consent of the holders of the Common Stock, the right to give such vote or
consent being expressly waived by all holders of such Common Stock unless the
action to be taken would substantially adversely affect the rights or powers of
the Common Stock; and provided, further, that any vote or consent required by
Section 2A.(5)(c) above may be given and made effective by the filing of an
appropriate amendment of these Amended and Restated Articles of Incorporation
without obtaining the vote or consent of the holders of any other series of the
Serial Stock or of the holders of the Common Stock, the right to give such vote
or consent being expressly waived by all holders of such other series of Serial
Stock and Common Stock, unless the action to be taken would substantially
adversely affect the rights or powers of such other series of Serial Stock or
Common Stock, as the case may be.
 
                      (6) If at any time the Corporation shall have failed to
pay dividends in full on the Serial Stock, thereafter and until dividends in
full, including all accrued and unpaid dividends on the Serial Stock
outstanding, shall have been declared and set apart for payment or paid (a) the
Corporation shall not, without the affirmative vote or written consent of the
holders of at least two-thirds of the aggregate number of shares of the Serial
Stock of all series at the time outstanding, redeem less than all of the Serial
Stock at such time outstanding other than in accordance with Section 2A.(7), and
(b) neither the Corporation nor any subsidiary shall purchase any Serial Stock
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of Serial Stock of all
series upon such terms as the Board of Directors, in its sole discretion after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series,
 
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<PAGE>   8
 
 
 
shall determine (which determination shall be final and conclusive) will result
in fair and equitable treatment among the respective series; provided, that (i)
unless prohibited by the provisions applicable to any series, the Corporation,
to meet the requirements of any retirement or sinking fund provisions with
respect to any series, may use shares of such series acquired by it prior to
such failure and then held by it as treasury stock and (ii) nothing shall
prevent the Corporation from completing the purchase or redemption of shares of
Serial Stock for which a purchase contract was entered into for any retirement
or sinking fund purposes, or the notice of redemption of which was initially
published, prior to such failure.
 
                      (7) If in any case the amounts payable with respect to any
obligations to retire shares of the Serial Stock are not paid in full in the
case of all series as to which such obligations exist, the number of shares of
the various series to be retired shall be in proportion to the respective
amounts which would be payable on account of such obligations if all amounts
which would be payable on account of such obligations were discharged in full.
 
                  B. For the purposes of this Article FOURTH and of any
resolution or resolutions of the Board of Directors adopted pursuant to this
Article FOURTH or of any certificate filed with the Secretary of State of Ohio
(unless otherwise provided in any such resolution or certificate):
 
                      (1) The term "outstanding," when used in reference to
shares of stock, shall mean issued shares, excluding shares held by the
Corporation or a subsidiary and shares called for redemption, funds for the
redemption of which shall have been deposited in trust;
 
                      (2) The amount of dividends "accrued and unpaid" on any
shares of Serial Stock of any series as at any quarterly dividend date shall be
deemed (whether or not in any dividend period in respect of which such term is
used there shall have been unreserved and unrestricted surplus legally available
for the payment of dividends) to be the amount of any unpaid dividends
accumulated thereon to and including such quarterly dividend date, whether or
not earned or declared, and the amount of dividends "accrued and unpaid" on any
shares of Serial Stock of any series as at any date other than a quarterly
dividend date shall be calculated as the amount of any unpaid dividends
accumulated thereon to and including the last preceding quarterly dividend date,
whether or not earned or declared, plus an amount calculated on the basis of the
annual dividend rate fixed for the shares of such series for the period after
such last preceding quarterly dividend date to, and including, the date as of
which the calculation is made, based on a 360-day year of twelve 30-day months;
 
                      (3) Any class or classes of stock of the Corporation shall
be deemed to rank:
 
                          (a) prior to the Serial Stock either as to dividends
or upon liquidation, if the holders of such class or classes shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to the
holders of any Serial Stock;
 
 
 
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<PAGE>   9
 
 
 
                          (b) on a parity with the Serial Stock either as to
dividends or upon liquidation, whether or not the dividend rates, dividend
payment dates, or redemption or liquidation prices per share thereof be
different from those of any Serial Stock, if the holders of such class or
classes of stock shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in proportion to their respective dividend rates or liquidation prices, without
preference or priority one over the other as between the holders of such class
or classes of stock and the holders of any Serial Stock; and
 
                          (c) junior to the Serial Stock if the rights of the
holders of such class or classes shall be subject or subordinate to the rights
of the holders of the Serial Stock in respect of either the receipt of dividends
or the amounts distributable upon liquidation, dissolution or winding up.
 
                  C. Except as otherwise provided by law or by these Amended and
Restated Articles of Incorporation and except to the extent that the resolution
or resolutions of the Board of Directors providing for the issuance of a series
of Serial Stock may otherwise provide with respect to such series, the holder
(or holders) of each outstanding share of stock of the Corporation, regardless
of class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders or submitted to shareholders for their consent without a
meeting.
 
                  D. No shareholder of the Corporation shall by reason of his
holding shares of any class have any preemptive or preferential right to
purchase or subscribe to any shares of any class of the Corporation now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance of any
such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividend or voting rights of such shareholder, other than
such rights, if any, as the Board of Directors, in its discretion from time to
time may grant and at such price as the Board of Directors in its discretion may
fix; and the Board of Directors may issue shares of any class of the
Corporation, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class, without
offering any such shares of any class, either in whole or in part, to the
existing shareholders of any class.
 
                  FIFTH:
 
                  SECTION 1. SPECIAL VOTE FOR CERTAIN BUSINESS COMBINATIONS. 
Except as set forth in Section 3 of this Article FIFTH, the affirmative vote of
the holders of eighty percent (80%) of all outstanding shares of the Corporation
entitled to vote in elections of directors, considered for the purposes of this
Article FIFTH and Article SIXTH hereof as one class (such shares hereinafter in
this Article FIFTH, in Article SIXTH and Article EIGHTH hereof referred to as
"Voting Shares"), shall be required:
 
                  A. to adopt an agreement for the merger or consolidation of
the Corporation with or into any other entity; or
 
 
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<PAGE>   10
 
 
 
                  B. to authorize the sale, lease, exchange, transfer or other
disposition of all or substantially all of the assets of the Corporation, to
another corporation, person or entity; or
 
                  C. to authorize any purchase by the Corporation of any assets
or securities of any other corporation, person or entity in exchange, in whole
or in part, for Voting Shares of the Corporation;
 
if, in any such case referred to in A, B, or C above, as of the record date for
the determination of shareholders entitled to notice thereof and to vote
thereon, such other corporation, person or entity is the beneficial owner,
directly or indirectly, of more than five percent (5%) of the Voting Shares of
the Corporation. Such affirmative vote shall be in addition to any vote of the
shareholders of the Corporation otherwise required.
 
                  SECTION 2. BENEFICIAL OWNERSHIP. For the purpose of
determining the number of Voting Shares of the Corporation beneficially owned by
any corporation, person or other entity (but not for the purpose of determining
the number of outstanding Voting Shares) there shall be included, in addition to
the outstanding shares beneficially owned, directly or indirectly, by such
corporation, person or entity, the Voting Shares of the Corporation which such
corporation, person or other entity, or any affiliate or associate thereof, owns
or has the right to acquire presently or in the future pursuant to any agreement
or upon exercise of conversion rights, warrants, options, or otherwise, or which
are the subject of any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of Voting Shares of the Corporation.
The terms "affiliate" and "associate" as herein used shall have the same meaning
as is given to those terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended.
 
                  SECTION 3. EXCLUDED TRANSACTIONS. The provisions of the
foregoing Sections 1 and 2 of this Article FIFTH shall not be applicable to:
 
                  A. any transaction which but for said Sections would not
require the vote or consent of shareholders of the Corporation; or
 
                  B. any transaction with another person or entity if prior to
such transaction and prior to the time that such other person or entity shall
have become the beneficial owner, as defined in Section 2 above, of more than
five percent (5%) of the Voting Shares of the Corporation, the Board of
Directors of the Corporation, including the positive vote of all directors of
the Corporation who are neither "associates" nor "affiliates" (as such terms are
defined under the federal securities laws) of such other person or entity, shall
have approved: (i) the transaction or the entry by the Corporation into a
written understanding with such other person or entity substantially consistent
with such transaction; or (ii) the acquisition by such other person or entity of
beneficial ownership of more than five percent (5%) of the Voting Shares of the
Corporation; or
 
                  C. any transaction with a corporation or other entity a
majority of the voting shares of which are owned of record or beneficially by
the Corporation.
 
 
                                       10
 
<PAGE>   11
 
 
 
                  SECTION 4. DETERMINATION OF BENEFICIAL OWNERSHIP AND OTHER
MATTERS. The determination of the Board of Directors of the Corporation, based
on information known to them and made in good faith, shall be conclusive as to
whether any corporation, person or entity beneficially owns more than five
percent (5%) of the Voting Shares of the Corporation, whether a corporation,
person or entity is an affiliate or associate of another, or whether a written
understanding entered into by the Corporation is substantially consistent with a
transaction.
 
                  SECTION 5. AMENDMENTS TO ARTICLE FIFTH. Any amendment to the
Amended and Restated Articles of Incorporation of the Corporation whereby this
Article FIFTH is to be amended, altered or repealed or any provisions
inconsistent with this Article FIFTH are to be adopted shall require the
affirmative vote or consent of the holders of at least eighty percent (80%) of
the Voting Shares of the Corporation.
 
                  SIXTH: No Person shall make a Control Share Acquisition
without the prior authorization of the Corporation's shareholders.
 
                  SECTION 1. PROCEDURE. In order to obtain authorization of a
Control Share Acquisition by the Corporation's shareholders, a Person shall
deliver a notice (the "Notice") to the Corporation at its principal place of
business that sets forth all of the following information:
 
                  A. The identity of the Person who is giving the Notice;
 
                  B. A statement that the Notice is given pursuant to this
Article SIXTH;
 
                  C. The number and class of shares of the Corporation owned,
directly or indirectly, by the Person who gives the Notice;
 
                  D. The range of voting power under which the proposed Control
Share Acquisition would, if consummated, fall;
 
                  E. A description in reasonable detail of the terms of the
proposed Control Share Acquisition; and
 
                  F. Reasonable evidence that the proposed Control Share
Acquisition, if consummated, would not be contrary to law and that the Person
who is giving the Notice has the financial capacity to make the proposed Control
Share Acquisition.
 
                  SECTION 2. CALL OF SPECIAL MEETING OF SHAREHOLDERS. The Board
of Directors of the Corporation shall, within ten days after receipt of such
Notice by the Corporation, call a special meeting of shareholders to be held not
later than fifty (50) days after receipt of the Notice by the Corporation,
unless the Person who delivered the Notice agrees to a later date, to consider
the proposed Control Share Acquisition; provided that the Board of Directors
shall have no obligation to call such meeting if they make a determination
within ten days after receipt of the Notice (I) that the Notice was not given in
good faith, (ii) that the proposed Control Share Acquisition would not be in the
best interests of the Corporation or (iii)
 
                                       11
 
<PAGE>   12
 
 
 
that the proposed Control Share Acquisition could not be consummated for
financial or legal reasons. The Board of Directors may adjourn such meeting if,
prior to such meeting, the Corporation has received a Notice from any other
Person and the Board of Directors has determined that the Control Share
Acquisition proposed by such other Person or a merger, consolidation or sale of
assets of the Corporation should be presented to shareholders at an adjourned
meeting or at a special meeting held at a later date.
 
                  For purposes of this Section 2, a director, in determining
whether the proposed Control Share Acquisition would be in the best interests of
the Corporation, shall consider the interests of the Corporation's shareholders
and, in his discretion, may consider any of the following: the interests of the
Corporation's employees, suppliers, creditors and customers; the economy of the
state and nation; community and societal considerations; and the long term as
well as short term interests of the Corporation and its shareholders, including
the possibility that these interests may be best served by the continued
independence of the Corporation.
 
                  For purposes of making a determination that a special meeting
of shareholders should not be called pursuant to this Section 2, no such
determination shall be deemed void or voidable with respect to the Corporation
merely because one or more of its directors or officers who participated in
making such determination may be deemed to be other than disinterested, if in
any such case the material facts of the relationship giving rise to a basis for
self-interest are known to the directors and the directors, in good faith
reasonably justified by the facts, make such determination by the affirmative
vote of a majority of the disinterested directors, even though the disinterested
directors constitute less than a quorum. For purposes of this paragraph,
"disinterested directors" shall mean directors whose material contacts with the
Corporation are limited principally to activities as a director or shareholder.
Persons who have substantial, recurring business or professional contacts with
the Corporation shall not be deemed to be "disinterested directors" for purposes
of this provision. A director shall not be deemed to be other than a
"disinterested director" merely because he would no longer be a director if the
proposed Control Share Acquisition were approved and consummated.
 
                  SECTION 3. NOTICE OF SPECIAL MEETING. The Corporation shall
give notice of such special meeting to all shareholders of record as of the
record date set for such meeting as promptly as practicable. Such notice shall
include or be accompanied by a copy of the Notice and by a statement of the
Corporation, authorized by the Board of Directors, of its position or
recommendation, or that it is taking no position or making no recommendation,
with respect to the proposed Control Share Acquisition.
 
                  SECTION 4. REQUIREMENTS FOR APPROVAL. The Person who delivered
the Notice may make the proposed Control Share Acquisition if both of the
following occur: (i) the shareholders of the Corporation authorize such
acquisition at the special meeting called by the Board of Directors at which a
quorum is present and held for that purpose by an affirmative vote of a majority
of the Voting Shares represented at such meeting in person or by proxy and by a
majority of the portion of such Voting Shares represented at such meeting in
person or by proxy excluding the votes of Interested Shares; and (ii) such
acquisition is consummated, in accordance with the terms so authorized, not
later than 360 days following shareholder authorization of the Control Share
Acquisition.
 
 
                                       12
 
<PAGE>   13
 
 
 
                  SECTION 5. VIOLATIONS OF RESTRICTION. Shares issued or
transferred to any Person in violation of this Article SIXTH shall be valid only
with respect to such amount of shares as does not result in a violation of this
Article SIXTH, and such issuance or transfer shall be null and void with respect
to the remainder of such shares, any such remainder of shares being hereinafter
called "Excess Shares." If the last clause of the foregoing sentence is
determined to be invalid by virtue of any legal decision, statute, rule or
regulation, the Person who holds Excess Shares shall be conclusively deemed to
have acted as an agent on behalf of the Corporation in acquiring the Excess
Shares and to hold such Excess Shares on behalf of the Corporation. As the
equivalent of treasury securities for such purposes, the Excess Shares shall not
be entitled to any voting rights, shall not be considered to be outstanding for
quorum or voting purposes, and shall not be entitled to receive dividends,
interest or any other distribution with respect to the Excess Shares. Any person
who receives dividends, interest or any other distribution in respect to Excess
Shares shall hold the same as agent for the Corporation and, following a
permitted transfer, for the transferee thereof. Notwithstanding the foregoing,
any holder of Excess Shares may transfer the same (together with any
distributions thereon) to any person who, following such transfer, would not own
shares in violation of this Article SIXTH. Upon such permitted transfer, the
Corporation shall pay or distribute to the transferee any distributions on the
Excess Shares not previously paid or distributed.
 
                  SECTION 6. DEFINITIONS. As used in this Article SIXTH:
 
                  A. "Person" includes, without limitation, an individual, a
corporation (whether nonprofit or for profit), a partnership, an unincorporated
society or association, and two or more persons having a joint or common
interest.
 
                  B. (1) "Control Share Acquisition" means the acquisition,
directly or indirectly, by any Person, of shares of the Corporation that, when
added to all other shares of the Corporation in respect of which such Person may
exercise or direct the exercise of voting power as provided in this Section
6B.(1), would entitle such Person, immediately after such acquisition, directly
or indirectly, to exercise or direct the exercise of the voting power of the
Corporation in the election of directors within any of the following ranges of
such voting power:
 
                         (a)  One-fifth or more but less than one-third of such
                              voting power;
 
                         (b)  One-third or more but less than a majority of such
                              voting power;
 
                         (c)  A majority or more of such voting power.
 
                  A bank, broker, nominee, trustee, or other person who acquires
shares in the ordinary course of business for the benefit of others in good
faith and not for the purpose of circumventing this Article SIXTH shall,
however, be deemed to have voting power only of shares in respect of which such
person would be able to exercise or direct the exercise of votes without further
instruction from others at a meeting of shareholders called under this Article
SIXTH. For purposes of this Article SIXTH, the acquisition of securities
immediately
 
                                       13
 
<PAGE>   14
 
 
 
convertible into shares of the Corporation with voting power in the election of
directors shall be treated as an acquisition of such shares.
 
                      (2) The acquisition by any Person of any shares of the
Corporation does not constitute a Control Share Acquisition for the purpose of
this Article SIXTH if the acquisition is consummated in any of the following
circumstances:
 
                          (a) Pursuant to the Merger Agreement dated February
20, 1998 by and among the Corporation, Park-Ohio Industries, Inc. and PKOH
Merger Corp.;
 
                          (b) By underwriters in good faith and not for the
purpose of circumventing this Article SIXTH in connection with an offering of
the securities of the Corporation to the public;
 
                          (c) By bequest or inheritance, by operation of law
upon the death of any individual, or by any other transfer without valuable
consideration, including a gift, that is made in good faith and not for the
purpose of circumventing this Article SIXTH;
 
                          (d) Pursuant to the satisfaction of a pledge or other
security interest created in good faith and not for the purpose of circumventing
this Article SIXTH;
 
                          (e) Pursuant to a merger or consolidation adopted, or
a combination or majority share acquisition authorized by shareholder vote in
compliance with the provisions of Article FIFTH of these Amended and Restated
Articles of Incorporation and Section 1701.78, or Section 1701.83, of the Ohio
Revised Code if the Corporation is the surviving or new corporation in the
merger or consolidation or is the acquiring corporation in the combination or
majority share acquisition and if the vote of shareholders of the surviving,
new, or acquiring corporation is required by the provisions of Section 1701.78
or 1701.83 of the Ohio Revised Code; or
 
                          (f) The Person's being entitled, immediately
thereafter, to exercise or direct the exercise of voting power of the
Corporation in the election of directors within the same range theretofore
attained by that person either in compliance with the provisions of this Article
SIXTH or as a result solely of the Corporation's purchase of shares issued by
it.
 
                  The acquisition by any Person of shares of the Corporation in
a manner described under this Section 6B.(2) shall be deemed to be a Control
Share Acquisition authorized pursuant to this Article SIXTH within the range of
voting power under Section 6B.(1)(a), (b) or (c) of this Article SIXTH that such
Person is entitled to exercise after such acquisition, provided that, in the
case of an acquisition in a manner described under Section 6B.(2)(c) or (d), the
transferor of shares to such Person had previously obtained any authorization of
shareholders required under this Article SIXTH in connection with such
transferor's acquisition of shares of the Corporation.
 
 
 
                                       14
 
<PAGE>   15
 
 
 
                      (3) The acquisition of shares of the Corporation in good
faith and not for the purpose of circumventing this Article SIXTH the
acquisition of which (a) had previously been authorized by shareholders in
compliance with this Article SIXTH or (b) would have constituted a Control Share
Acquisition but for Section 6B.(2), does not constitute a Control Share
Acquisition for the purpose of this Article SIXTH unless such acquisition
entitles any Person, directly or indirectly, to exercise or direct the exercise
of voting power of the Corporation in the election of directors in excess of the
range of such voting power authorized pursuant to this Article SIXTH, or deemed
to be so authorized under Section 6B.(2).
 
                  C. "Interested Shares" means Voting Shares with respect to
which any of the following persons may exercise or direct the exercise of the
voting power:
 
                      (1) any Person whose Notice prompted the calling of the
meeting of shareholders;
 
                      (2) any officer of the Corporation elected or appointed by
the directors of the Corporation; provided, however, that Voting Shares which,
as of the record date of any special meeting held pursuant to this Article
SIXTH, have been beneficially owned by such person for three or more years shall
not be deemed to be "Interested Shares" for purposes of any vote at such
meeting; and
 
                      (3) any employee of the Corporation who is also a director
of the Corporation; provided, however, that Voting Shares which, as of the
record date of any special meeting held pursuant to this Article SIXTH, have
been beneficially owned by such person for three or more years shall not be
deemed to be "Interested Shares" for purposes of any vote at such meeting;
 
                      (4) any Person that acquires such Voting Shares for a
valuable consideration during the period beginning with the date of the first
public disclosure of a proposed Control Share Acquisition or any proposed
merger, consolidation or other transaction which would result in a change of
control of the Corporation or all or substantially all of its assets, and ending
on the record date of any special meeting held thereafter pursuant to this
Article SIXTH for the purpose of voting on a Control Share Acquisition proposed
by any Person who has delivered a Notice pursuant to Section 1 of this Article
SIXTH if either of the following applies:
 
                          (a) the aggregate consideration paid or given by the
Person who acquired the Voting Shares, and other persons acting in concert with
such Person, for all such Voting Shares exceeds Two Hundred Fifty Thousand
Dollars ($250,000.00); or
 
                          (b) the number of Voting Shares acquired by the Person
who acquired the Voting Shares, and other persons acting in concert with such
Person, for all such Voting Shares exceeds one half of one percent of all Voting
Shares; and
 
                      (5) any Person that transfers such Voting Shares for
valuable consideration after the record date of any special meeting described in
Section 6(C)(4) of this
 
 
                                       15
 
<PAGE>   16
 
 Article SIXTH as to shares so transferred, if accompanied by the voting power
in the form of a blank proxy, an agreement to vote as instructed by the
transferee, or otherwise.
 
                  SECTION 7. PROXIES. No proxy appointed for or in connection
with the shareholder authorization of a Control Share Acquisition pursuant to
this Article SIXTH is valid if it provides that it is irrevocable. No such proxy
is valid unless it is sought, appointed, and received both:
 
                  A. In accordance with all applicable requirements of law; and
 
                  B. Separate and apart from the sale or purchase, contract or
tender for sale or purchase, or request or invitation for tender for sale or
purchase, of shares of the Corporation.
 
                  SECTION 8. REVOCABILITY OF PROXIES. Proxies appointed for or
in connection with the shareholder authorization of a Control Share Acquisition
pursuant to this Article SIXTH shall be revocable at all times prior to the
obtaining of such shareholder authorization, whether or not coupled with an
interest.
 
                  SECTION 9. AMENDMENTS. Notwithstanding any other provisions of
these Amended and Restated Articles of Incorporation or the Regulations of the
Corporation, as the same may be in effect from time to time, or any provision of
law that might otherwise permit a lesser vote of the directors or shareholders,
but in addition to any affirmative vote of the directors or the holders of any
particular class or series of shares required by law, the Amended and Restated
Articles of Incorporation or the Regulations of the Corporation, as the same may
be in effect from time to time, the affirmative vote of at least eighty percent
(80%) of the Voting Shares, shall be required to alter, amend or repeal this
Article SIXTH or adopt any provisions in the Amended and Restated Articles of
Incorporation or Regulations of the Corporation, as the same may be in effect
from time to time, which are inconsistent with the provisions of this Article
SIXTH.
 
                  SECTION 10. LEGEND ON SHARE CERTIFICATES. Each certificate
representing shares of the Corporation's capital stock shall contain the
following legend: "Transfer of the shares represented by this Certificate is
subject to the provisions of Article SIXTH of the Corporation's Amended and
Restated Articles of Incorporation as the same may be in effect from time to
time. Upon written request delivered to the Secretary of the Corporation at its
principal place of business, the Corporation will mail to the holder of this
Certificate a copy of such provisions without charge within five (5) days after
receipt of written request therefor. By accepting this Certificate the holder
hereof acknowledges that it is accepting same subject to the provisions of said
Article SIXTH as the same may be in effect from time to time and covenants with
the Corporation and each shareholder thereof from time to time to comply with
the provisions of said Article SIXTH as the same may be in effect from time to
time."
 
 
                                       16
 
<PAGE>   17
 
 
 
                  SEVENTH: The provisions of Section 1701.831 of the Ohio
Revised Code shall not apply to this Corporation.
 
                  EIGHTH: Except as otherwise provided in these Amended and
Restated Articles of Incorporation or in the Regulations of the Corporation, the
holders of a majority of the outstanding Voting Shares of the Corporation
present in person or by proxy at any meeting of the shareholders of the
Corporation are authorized to act on any matter which may properly come before
such meeting.
 
                  NINTH: Except to the extent that Articles FOURTH, FIFTH and
SIXTH otherwise provide with respect to certain matters therein set forth, the
Corporation reserves the right to amend, alter, change or repeal any provision
contained in these Amended and Restated Articles of Incorporation and to add new
provisions, in the manner now or hereafter prescribed by statute, upon the
affirmative vote of a majority of the outstanding shares of the Corporation,
voting as a Class; and all rights, privileges and preferences of whatsoever
nature conferred upon shareholders, directors and officers pursuant to these
Amended and Restated Articles of Incorporation in their present form or as
hereafter amended are granted subject to this reservation. Notwithstanding the
foregoing, the adoption of any amendment, alteration, change or repeal to these
Amended and Restated Articles of Incorporation as the same may be in effect from
time to time which is inconsistent with or would have the effect of amending,
altering, changing or repealing the provisions of Sections 7, 9 or 10 of the
Regulations of the Corporation as the same may be in effect from time to time
shall require the same affirmative vote of shareholders as would be required
under such Regulations to adopt any amendment, alteration, change or repeal of
said Sections 7, 9 or 10 or to adopt any provisions inconsistent therewith.
 
                  TENTH: Without derogation from any other power to purchase
shares of the Corporation, the Corporation may, by action of its Board of
Directors and to the extent not prohibited by law, purchase outstanding shares
of any class of this Corporation's stock.
 
                  ELEVENTH: No holder of shares of any class of stock of the
Corporation shall have the right to cumulate his voting power in the election of
the Board of Directors, and the right to cumulative voting described in Ohio
Revised Code Section 1701.55 is hereby specifically denied to the holders of any
class of stock of the Corporation.
 
                  TWELFTH: Except where the law or the Amended and Restated
Articles of Incorporation or Regulations of the Corporation require action to be
authorized or taken by shareholders, all of the authority of the Corporation
shall be exercised by or under the direction of the Board of Directors.
 
 
 
 
 
 
 
 
 
 
                                       17
 
<PAGE>   18
 
 
 
                  IN WITNESS WHEREOF, the above-named officers, acting for and
on behalf of the Corporation, have subscribed their names this 9th day of June,
1998.
 
                                           /s/ Edward F. Crawford
                                          ----------------------------------
                                          Chairman of the Board, President and
                                             Chief Executive Officer
 
                                           /s/ Ronald J. Cozean
                                          ----------------------------------
                                          Secretary and General Counsel
 
 
 
 
                                       18