AMENDED ARTICLES OF INCORPORATION OF THE TIMKEN COMPANY

 

                 FIRST:  The name of the Corporation shall be The Timken

Company.

 

                 SECOND:  The principal office of the Corporation in the State

of Ohio is to be located in Canton in Stark County.

 

                 THIRD:  The Corporation is formed for the purpose of

developing, producing, manufacturing, buying, selling and generally dealing in

products, goods, wares, merchandise, tangible and intangible property and

services of any and all kinds and doing any and all things necessary or

incidental thereto.

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                 FOURTH:  The authorized number of shares of the Corporation is

120,000,000 shares, consisting of 10,000,000 shares of Class I Serial Preferred

Stock without par value (the "Class I Serial Preferred Stock"), 10,000,000

shares of Class II Serial Preferred Stock without par value (the "Class II

Serial Preferred Stock"), and 100,000,000 shares of Common Stock without par

value (the "Common Stock").

 

                 No holder of any shares of the Corporation shall have, as such

holder, any preemptive right to purchase any shares or any other securities of

the Corporation.

 

                 No holder of any shares of the Corporation shall have, as such

holder, any right to cumulate voting power in any election of Directors.

 

                                   DIVISION A

                                   ----------

 

              EXPRESS TERMS OF THE CLASS I SERIAL PREFERRED STOCK

 

                 Section 1.  The Class I Serial Preferred Stock may be issued

from time to time in one or more series.  All shares of Class I Serial

Preferred Stock shall be of equal rank and shall be identical, except in

respect of the matters that may be fixed by the Board of Directors as

hereinafter provided, and each share of each series shall be identical with all

other shares of such series, except as to the date from which dividends are

cumulative.  Subject to the provisions of Sections 2 to 7, inclusive, of this

Division A, which provisions shall apply to all Class I Serial Preferred Stock,

the Board of Directors hereby is authorized to cause such shares to be issued

in one or more series and with respect to each series to fix:

 

                 (a)  The designation of the series, which may be by

distinguishing number, letter and/or title.

 

                 (b)  The number of shares of the series, which number the

Board of Directors may (except where otherwise provided in the creation of the

series) increase or decrease (but not below the number of shares thereof then

outstanding).

 

                 (c)  The annual dividend rate of the series.

 

                 (d)  The dates at which dividends, if declared, shall be

payable, and the dates from which dividends shall be cumulative.

 

                 (e)  The redemption rights and price or prices, if any, for

shares of the series.

 

                 (f)  The terms and amount of any sinking fund provided for the

purchase or redemption of shares of the series.

 

                 (g)  The amounts payable on shares of the series in the event

of any voluntary or involuntary liquidation, dissolution or winding up of the

affairs of the Corporation.

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                 (h)  Whether the shares of the series shall be convertible

into shares of any other class or series of stock of the Corporation, and, if

so, the specification of such other class or series, the conversion price or

prices, any adjustments thereof, the date or dates as of which such shares

shall be convertible, and other terms and conditions upon which such conversion

may be made.

 

                 (i)  Restrictions (in addition to those set forth in Section

5(b) of this Division A) on the issuance of shares of the same series or of any

other class or series.

 

                 The Board of Directors is authorized to adopt from time to

time amendments to the Amended Articles of Incorporation fixing, with respect

to each such series, the matters described in clauses (a) to (i), inclusive, of

this Section 1 of this Division A.

 

                 Section 2.  The holders of Class I Serial Preferred Stock of

each series, in preference to the holders of Class II Serial Preferred Stock,

of Common Stock and of any other class of shares ranking junior to the Class I

Serial Preferred Stock, shall be entitled to receive out of any funds legally

available for the Class I Serial Preferred Stock and when and as declared by

the Board of Directors dividends in cash at the rate for such series fixed in

accordance with the provisions of Section 1 of this Division A and no more,

payable on the dividend payment dates fixed for such series.  Such dividends

shall be cumulative, in the case of shares of each particular series, from and

after the date or dates fixed with respect to such series.  No dividend may be

paid upon or set apart for any of the Class I Serial Preferred Stock on any

dividend payment date unless (i) all dividends upon all Class I Serial

Preferred Stock then outstanding for all dividend payment dates prior to such

date shall have been paid or funds therefor set apart, and (ii) at the same

time a like dividend upon all Class I Serial Preferred Stock then outstanding

and having a dividend payment date on such date, ratably in proportion to the

respective annual dividend rates, shall be paid or funds therefor set apart.

 

                 For the purpose of this Division A, a dividend shall be deemed

to have been paid or funds therefor set apart on any date if on or prior to

such date the Corporation shall have deposited funds sufficient therefor with a

bank or trust company and shall have caused checks drawn against such funds in

appropriate amounts to be mailed to each holder of record entitled to receive

such dividend at his address then appearing on the books of the Corporation.

 

                 Section 3.  In no event so long as any Class I Serial

Preferred Stock shall be outstanding shall any dividends, except a dividend

payable in Class II Serial Preferred Stock, Common Stock or other shares

ranking junior to the Class I Serial Preferred Stock, be paid or declared or

any distribution be made except as aforesaid on the Class II Serial Preferred

Stock, Common Stock or any other shares ranking junior to the Class I Serial

Preferred Stock, nor shall any Class II Serial Preferred Stock, Common Stock or

any other shares ranking junior to the Class I Serial Preferred Stock be

purchased, retired or otherwise acquired by the Corporation (except out of the

proceeds of the sale of Class II Serial Preferred Stock, Common Stock or other

shares ranking junior to the Class I Serial Preferred Stock received by the

Corporation on or

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subsequent to April 16, 1985) unless (i) all dividends upon all Class I Serial

Preferred Stock then outstanding for all dividend payment dates on or prior to

the date of such action shall have been paid or funds therefore set apart, and

(ii) all mandatory sinking fund obligations pursuant to the terms of any series

of Class I Serial Preferred Stock for all sinking fund payments due on or prior

to the date of such date, shall have been complied with.

 

                 Section 4.  (a)  The holders of Class I Serial Preferred Stock

of any series shall, in the case of voluntary or involuntary liquidation,

dissolution or winding up of the affairs of the Corporation, be entitled to

receive in full out of the assets of the Corporation, including its capital,

before any amount shall be paid or distributed among the holders of the Class

II Serial Preferred Stock, Common Stock or any other shares ranking junior to

the Class I Serial Preferred Stock, the amounts fixed with respect to shares of

such series in accordance with Section 1 of this Division A, plus (i) all then

unpaid dividends upon such shares for all dividend payment dates on or prior to

the date of payment of the amount due pursuant to such liquidation, dissolution

or winding up, and (ii) a proportionate dividend, based on the number of

elapsed days, for the period from the day after the most recent such dividend

payment through the date of payment of the amount due pursuant to such

liquidation, dissolution or winding up.  In case the net assets of the

Corporation legally available therefor are insufficient to permit the payment

upon all outstanding shares of Class I Serial Preferred Stock of the full

preferential amount to which they are respectively entitled, then such net

assets shall be distributed ratably upon outstanding shares of Class I Serial

Preferred Stock in proportion to the full preferential amount to which each

such share is entitled.

 

                 After payment to holders of Class I Serial Preferred Stock of

the full preferential amounts as aforesaid, holders of Class I Serial Preferred

Stock as such shall have no right or claim to any of the remaining assets of

the Corporation.

 

                 (b)  The merger or consolidation of the Corporation into or

with any other corporation, for the merger of any other corporation into it, or

the sale, lease or conveyance of all or substantially all the property or

business of the Corporation, shall not be deemed to be a dissolution,

liquidation or winding up for the purposes of this Division A.

 

                 Section 5.  (a) No holder of Class I Serial Preferred Stock

shall be entitled, as such holder, to notice of meetings of shareholders or to

vote upon any matter presented to the shareholders except as otherwise provided

by this Section 5 of this Division A or required by law.

 

                 If, and so often as, the Corporation shall be in default in

the payment of dividends in an amount equivalent to six full quarterly

dividends on any series of Class I Serial Preferred Stock at the time

outstanding whether or not earned or declared, the holders of Class I Serial

Preferred Stock of all series, voting separately as a class, shall thereafter

be entitled to elect, as hereinbelow provided, two members of the Board of

Directors of the Corporation who shall serve, except as hereinbelow provided,

until the next annual meeting of the shareholders and until their successors

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have been elected and qualified.  The special class voting rights provided for

herein when the same shall have become vested shall remain so vested until all

dividends on the Class I Serial Preferred Stock of all series then outstanding

for all past dividend payment dates shall have been paid or funds therefor set

apart, whereupon the terms of Directors elected by the holders of Class I

Serial Preferred Stock shall automatically terminate and the holders of Class I

Serial Preferred Stock shall be divested of their special class voting rights

in respect of subsequent elections of Directors, subject to the revesting of

such special class voting rights in the event hereinabove specified in this

paragraph.

 

                 In the event of default entitling the holders of Class I

Serial Preferred Stock to elect two directors as above specified, a special

meeting of the holders of Class I Serial Preferred Stock for the purpose of

electing such Directors shall be called by the Secretary of the Corporation

upon written request of, or upon written notice to the Secretary of the

Corporation may be called by, the holders of record of at least ten percent of

the shares of Class I Serial Preferred Stock of all series at the time

outstanding, and notice thereof shall be given in the same manner as that

required for the annual meeting of shareholders; provided, however, that the

Corporation shall not be required, and the holders of Class I Serial Preferred

Stock shall not be entitled, to call such special meeting if the annual meeting

of shareholders shall be held within 90 days after the date of receipt by the

Secretary of the Corporation of the foregoing written request or notice from

the holders of Class I Serial Preferred Stock.  At any annual meeting of

shareholders or special meeting called for such purpose at which the holders of

Class I Serial Preferred Stock shall be entitled to elect Directors, the

holders of 35% of the then outstanding shares of Class I Serial Preferred Stock

of all series, present in person or by proxy, shall be sufficient to constitute

a quorum for such purpose, and the vote of the holders of a majority of such

shares so present at any such meeting at which there shall be such a quorum

shall be necessary and sufficient to elect the members of the Board of

Directors which the holders of Class I Serial Preferred Stock are entitled to

elect as hereinabove provided.  If at any such meeting there shall be less

than a quorum for such purpose present, the holders of a majority of the

shares of Class I Serial Preferred Stock so present may adjourn the meeting

for such purpose only from time to time without notice other than announcement

at the meeting until a quorum shall attend.

 

                 The two Directors who may be elected by the holders of Class I

Serial Preferred Stock pursuant to the foregoing provisions shall be in

addition to any other Directors then in office or proposed to be elected

otherwise than pursuant to such provisions, and nothing in such provisions

shall prevent any change otherwise permitted in the total number of Directors

of the Corporation or require the resignation of any Director elected otherwise

than pursuant to such provisions.

 

                 (b)  The affirmative vote of the holders of at least

two-thirds of the shares of Class I Serial Preferred Stock at the time

outstanding, given in person or by proxy at a meeting called for the purpose at

which the holders of Class I Serial Preferred Stock shall vote separately as a

class, shall be

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necessary to adopt any amendment to the Amended Articles of Incorporation (but

so far as the holders of Class I Serial Preferred Stock are concerned, such

amendment may be adopted with such vote) which:

 

                          (i)  changes issued shares of Class I Serial

                 Preferred Stock of all series then outstanding into a lesser

                 number of shares of the Corporation of the same class and

                 series or into the same or a different number of shares of the

                 Corporation of any other class or series; or

 

                          (ii)  changes the express terms of the Class I Serial

                 Preferred Stock in any manner substantially prejudicial to the

                 holders of all series thereof then outstanding; or

 

                          (iii)  authorizes shares of any class, or any

                 security convertible into shares of any class, or authorizes

                 the conversation of any security into shares of any class,

                 ranking prior to the Class I Serial Preferred Stock; or

 

                          (iv)  changes in the express terms of issued shares

                 of any class ranking prior to the Class I Serial Preferred

                 Stock in any manner substantially prejudicial to the holders

                 of all series of Class I Serial Preferred Stock then

                 outstanding;

 

and the affirmative vote of the holders of at least two-thirds of the shares of

each affected series of Class I Serial Preferred Stock at the time outstanding,

given in person or by proxy at a meeting called for the purpose at which the

holders of each affected series of Class I Serial Preferred Stock shall vote

separately as a series, shall be necessary to adopt any amendment to the

Amended Articles of Incorporation (but so far as the holders of each such

series of Class I Serial Preferred Stock are concerned, such amendment may be

adopted with such vote) which:

 

                          (v)  changes issued shares of Class I Serial

                 Preferred Stock of one or more but not all series then

                 outstanding into a lesser number of shares of the Corporation

                 of the same series or into the same or a different number of

                 shares of the Corporation of any other class or series; or

 

                          (vi)  changes the express terms of any series of the

                 Class I Serial Preferred Stock in any manner substantially

                 prejudicial to the holders of one or more but not all series

                 thereof then outstanding; or

 

                          (vii)  changes the express terms of issued shares of

                 any class ranking prior to the Class I Serial Preferred Stock

                 in any manner substantially prejudicial to the holders of one

                 or more but not all series of Class I Serial Preferred Stock

                 then outstanding.

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                 Section 6.  If the shares of any series of Class I Serial

Preferred Stock shall be convertible into shares of any other class or series

of stock of the Corporation, then upon conversion of shares of such series the

stated capital, if any, of the shares delivered upon such conversion shall be

an amount equal to the stated capital, if any, represented by each such share

outstanding at the time of such conversion multiplied by the number of such

shares delivered upon such conversion.  The stated capital, if any, of the

Corporation shall be correspondingly increased or reduced to reflect the

difference between the stated capital, if any, of the shares of Class I Serial

Preferred Stock so converted and the stated capital, if any, of the shares

delivered upon such conversion.

 

                 Section 7.  For the purpose of this Division A:

 

                 Whenever reference is made to shares "ranking prior to the

Class I Serial Preferred Stock," such reference shall mean and include all

shares of the Corporation in respect of which the rights of the holders thereof

either as to the payment of dividends or as to distributions in the event of a

voluntary or involuntary liquidation, dissolution or winding up of the

Corporation are given preference over the rights of the holders of Class I

Serial Preferred Stock; whenever reference is made to shares "on a parity with

the Class I Serial Preferred Stock," such reference shall mean and include all

shares of the Corporation in respect of which the rights of the holders thereof

(ineither as to the payment of dividends nor as to distributions in the event

of a voluntary or involuntary liquidation, dissolution or winding up of the

Corporation are given preference over the rights of the holders of Class I

Serial Preferred Stock, and (ii) either as to the payment of dividends or as to

distributions in the event of a voluntary or involuntary liquidation,

dissolution or winding up of the Corporation rank on an equality (except as to

the amounts fixed therefor) with the rights of the holders of Class I Serial

Preferred Stock; and whenever reference is made to shares "ranking junior to

the Class I Serial Preferred Stock," such reference shall mean and include all

shares of the Corporation in respect of which the rights of the holders thereof

both as to the payment of dividends and as to distributions in the event of a

voluntary or involuntary liquidation, dissolution or winding up of the

Corporation are junior and subordinate to the rights of the holders of the

Class I Serial Preferred Stock.

 

                                   DIVISION B

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             EXPRESS TERMS OF THE CLASS II SERIAL PREFERRED STOCK

 

                 Section 1.  The Class II Serial Preferred Stock may be issued

from time to time in one or more series.  All shares of Class II Serial

Preferred Stock shall be of equal rank and shall be identical, except in

respect of the matters that may be fixed by the Board of Directors as

hereinafter provided, and each share of each series shall be identical with all

other shares of such series, except as to the date from which

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dividends are cumulative.  Subject to the provisions of Sections 2 to 7,

inclusive, of this Division B, which provisions shall apply to all Class II

Serial Preferred Stock, the Board of Directors hereby is authorized to cause

such shares to be issued in one or more series and with respect to each series

to fix each of the same matters as are described in clauses (a) to (i),

inclusive, of Section 1 of Division A (provided that, for purposes of this

cross-reference, the reference in said clause (i) to "Section 5(b) of this

Division A" shall read "Section 5(b) of this Division B").

 

                 The Board of Directors is authorized to adopt from time to

time amendments to the Amended Articles of Incorporation fixing, with respect

to each such series, each of the same matters as are described in clauses (a) to

(i), inclusive, of Section 1 of Division A (subject to the aforesaid

cross-reference proviso).

 

                 Section 2.  The holders of Class II Serial Preferred Stock of

each series, in preference to the holders of Common Stock and of any other

class of shares ranking junior to the Class II Serial Preferred Stock, shall be

entitled to receive out of any funds legally available for the Class II Serial

Preferred Stock and when and as declared by the Board of Directors dividends in

cash at the rate for such series fixed in accordance with the provisions of

Section 1 of this Division B and no more, payable on the dividend payment dates

fixed for such series.  Such dividends shall be cumulative, in the case of

shares of each particular series, from and after the date or dates fixed with

respect to such series.  No dividend may be paid upon or set apart for any of

the Class II Serial Preferred Stock on any dividend payment date unless (i) all

dividends upon all Class II Serial Preferred Stock then outstanding for all

dividend payment dates prior to such date shall have been paid or funds

therefor set apart, and (ii) at the same time a like dividend upon all Class II

Serial Preferred Stock then outstanding and having a dividend payment date on

such date, ratably in proportion to the respective annual dividend rates, shall

be paid or funds therefor set apart.

 

                 For the purpose of this Division B, a dividend shall be deemed

to have been paid or funds therefor set apart on any date if on or prior to

such date the Corporation shall have deposited funds sufficient therefor with a

bank or trust company and shall have caused checks drawn against such funds in

appropriate amounts to be mailed to each holder of record entitled to receive

such dividend at his address then appearing on the books of the Corporation.

 

                 Section 3.  In no event so long as any Class II Serial

Preferred Stock shall be outstanding shall any dividends, except a dividend

payable in Common Stock or other shares ranking junior to the Class II Serial

Preferred Stock, be paid or declared or any distribution be made except as

aforesaid on the Common Stock or any other shares ranking junior to the

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Class II Serial Preferred Stock, nor shall any Common Stock or any other shares

ranking junior to the Class II Serial Preferred Stock be purchased, retired or

otherwise acquired by the Corporation (except out of the proceeds of the sale

of Common Stock or other shares ranking junior to the Class II Serial Preferred

Stock received by the Corporation on or subsequent to April 16, 1985) unless

(iall dividends upon all Class II Serial Preferred Stock then outstanding for

all dividend payment dates on or prior to the date of such action shall have

been paid or funds therefor set apart, and (ii) all mandatory sinking fund

obligations pursuant to the terms of any series of Class II Serial Preferred

Stock for all sinking fund payments due on or prior to the date of such action

shall have been complied with.

 

                 Section 4.  (a) The holders of Class II Serial Preferred Stock

of any series shall, in case of voluntary or involuntary liquidation,

dissolution or winding up of the affairs of the Corporation, be entitled to

receive in full out of the assets of the Corporation, including its capital,

before any amount shall be paid or distributed among the holders of Common

Stock or any other shares ranking junior to the Class II Serial Preferred

Stock, the amounts fixed with respect to shares of such series in accordance

with Section 1 of this Division B, plus (i) all then unpaid dividends upon such

shares for all dividend payment dates on or prior to the date of payment of the

amount due pursuant to such liquidation, dissolution or winding up, and (ii) a

proportionate dividend, based on the number of elapsed days, for the period

from the day after the most recent such dividend payment date through the date

of payment of the amount due pursuant to such liquidation, dissolution or

winding up.  In case the net assets of the Corporation legally available

therefor are insufficient to permit the payment upon all outstanding shares of

Class II Serial Preferred Stock of the full preferential amount to which they

are respectively entitled, then such net assets shall be distributed ratably

upon outstanding shares of Class II Serial Preferred Stock in proportion to the

full preferential amount to which each such share is entitled.

 

                 After payment to holders of Class II Serial Preferred Stock of

the full preferential amounts as aforesaid, holders of Class II Serial

Preferred Stock as such shall have no right or claim to any of the remaining

assets of the Corporation.

 

                 (b)  The merger or consolidation of the Corporation into or

with any other corporation, or the merger of any other corporation into it, or

the sale, lease or conveyance of all or substantially all the property or

business of the Corporation, shall not be deemed to be a dissolution,

liquidation or winding up for the purposes of this Division B.

 

Proposed Amendments to Regulations Relating to Item No. 4

     If the management proposal indicated under Item No. 4 is approved, Section 1 and Section 2 of Article II would be amended as shown below (insertions are indicated by underlining and bold, and deletions are indicated by strikethrough text).

     “SECTION 1. Election, Number and Term of Office

Directors shall be elected at the annual meeting of shareholders, or if not so elected, at a special meeting of shareholders called for that purpose. Except as otherwise provided in these Regulations, a Director shall hold office until the next succeeding annual meetingfor the year in which his term expires and until his successor shall be elected and qualified, or until his earlier resignation, death or removal from office.

At any meeting of shareholders at which Directors are to be elected, only persons may be nominated as candidates with respect to whom proxies have been solicited from the holders of shares entitled to be voted at the meeting; provided that if any such candidate is unable, for any reason, to accept such nomination or to serve as a Director, the Directors then in office or the holders of two-thirds of the shares entitled to be voted at the meeting may substitute another person as a nominee, or reduce the number of nominees to such extent as they shall deem advisable.

Until changed in accordance with the provisions of statute, the Articles or the Regulations, the number of Directors of the Corporation shall be eleven. Without amendment of these Regulations, the number of Directors may be changed to not less than nine nor more than eighteen by the vote of the holders of two-thirds of the shares entitled to be voted at a meeting called to elect Directors. No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

Until the 2013 annual meeting of shareholders, the The Directors shall be divided into three classes, designated as Class I, Class II and Class III, each class consisting of not less than three Directors nor more than six Directors each. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors. Each class or Director of any class being elected at any election of Directors held prior to the 2013 annual meeting of shareholders shall be separately elected. Directors of each class shall be elected to hold office for three years, except as otherwise provided in these Regulations.

At the 1985 annual meeting of shareholders, however, Directors elected for Class I shall hold office for a term of one year expiring at the next succeeding annual meeting and thereafter until their successors shall be elected and duly qualified; Directors elected for Class II shall hold office for a term of two years expiring at the second succeeding annual meeting and thereafter until their successors shall be elected and duly qualified; and Directors elected for Class III shall hold office for a term of three years expiring at the third succeeding annual meeting and thereafter until their successors shall be elected and duly qualified. The three classes of Directors shall be elected in three separate elections at the 1985 annual meeting of shareholders. At each election of Directors after the annual meeting of shareholders in 1985, the successors to the Directors of the class whose term shall expire in that year shall be elected to hold office for the term of three years from the dates of their election and until the election of their successors.

At the 2010 annual meeting of shareholders, Directors elected for Class I shall hold office for a term of three years expiring at the 2013 annual meeting of shareholders and thereafter until their successors shall be elected and duly qualified. At the 2011 annual meeting of shareholders, Directors elected for Class II shall hold office for a term of two years expiring at the 2013 annual meeting of shareholders and thereafter until their successors shall be elected and duly qualified. At the 2012 annual meeting of shareholders, Directors elected for Class III shall hold office for a term of one year expiring at the 2013 annual meeting of shareholders and thereafter until

their successors shall be elected and duly qualified. At each election of Directors after the 2012 annual meeting of shareholders, each Director shall be elected to hold office until the next annual meeting of shareholders and thereafter until his successor shall be elected and duly qualified.

The number of Directors fixed as provided in this Section may be increased or decreased by the Directors and the number of Directors as so changed shall be the number of Directors until further changed in accordance with this Section, provided that the Directors shall not increase the number of Directors to more than eighteen or decrease the number of Directors to fewer than nine. If the number of Directors is changed prior to the 2013 annual meeting of shareholders, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible.

Any additional Director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term coinciding with the remaining term of that class, but in no event will a decrease in the number of Directors shorten the term of any incumbent Director.

     SECTION 2. Vacancies

Any vacancy or vacancies among the Directors may be filled by the Directors then in office. Any Until the 2013 annual meeting of shareholders, any Director elected to fill a vacancy may be elected for the term remaining for the Directors of any class, provided that each class shall continue to consist of not less than three Directors and the number of Directors in each class shall continue to be as nearly equal as possible. From and after the 2013 annual meeting of shareholders, any Director elected to fill a vacancy shall be elected until the next succeeding annual meeting of shareholders and thereafter until his successor shall be elected and duly qualified.”

Proposed Amendments to Regulations Relating to Item No. 5

     If the management proposal indicated under Item No. 5 is approved by the shareholders, Section 6 of Article V would be amended by inserting the bold and underlined language as follows:

     “SECTION 6. Amendments

These Regulations may be amended (i) to the extent permitted by Chapter 1701 of the Ohio Revised Code, by the Directors, or (ii)by the affirmative vote of the holders of record entitled to exercise a majority of the voting power on such proposal, if such proposal has been recommended by a two-thirds vote of the Directors then in office as being in the best interests of the Corporation and its shareholders, or by the affirmative vote, at a meeting, of the shareholders of record entitled to exercise two-thirds of the voting power on such proposal, or by the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.”

 

 

 

 

Amendment To Company’s Amended Articles Of Incorporation

 

“SEVENTH: Unless otherwise expressly required by these Amended Articles of Incorporation, or by statute, these Amended Articles of Incorporation may be amended by the affirmative vote of the holders of record entitled to exercise a majority of the voting power on such proposal, if such proposal has been recommended by a two-thirds vote of the Directors then in office as being in the best interests of the Corporation and its shareholders, or by the affirmative vote, at a meeting, of the shareholders of record entitled to exercise two-thirds of the voting power on such proposal, or by the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.”

 

[As Filed: 03-21-2013]