<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                     Exhibit 3.1

<TABLE>
<S>                                                                                     <C>
                                                                                        -------------------------------------------
[OHIO SEAL]         PRESCRIBED BY J. KENNETH BLACKWELL                                  EXPEDITE THIS FORM: (SELECT ONE)
                                                                                        -------------------------------------------
                         Ohio Secretary of State                                        MAIL FORM TO ONE OF THE FOLLOWING:
                                                                                        -------------------------------------------
                      Central Ohio: (614) 466-3910                                               PO Box 1390
                 Toll Free: 1-877-SOS-FILE (1-877-767-3453)                             [X] Yes  Columbus, OH 43216
                                                                                        *** REQUIRES AN ADDITIONAL FEE OF $100 ***
                                                                                        -------------------------------------------
www.state.oh.us/sos                                                                              PO Box 1028
-------------------                                                                     [ ] No   Columbus, OH 43216
e-mail:  busserv@sos.state.oh.us                                                        -------------------------------------------
</TABLE>

                           CERTIFICATE OF AMENDMENT BY
                            SHAREHOLDERS OR MEMBERS
                                   (Domestic)
                                Filing Fee $50.00


(CHECK ONLY ONE (1) BOX)

<TABLE>
<S>                                <C>                              <C>                               <C>
-----------------------------------------------------------------------------------------------------------------------------------
(1) Domestic for Profit                                             (2) Domestic Non-Profit
    [X]  Amended                   [ ]  Amendment                       [ ]  Amended                  [ ]  Amendment
         (122-AMAP)                     (125-AMDS)                           (126-AMAN)                    (128-AMD)
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
COMPLETE THE GENERAL INFORMATION IN THIS SECTION FOR THE BOX CHECKED ABOVE.
------------------------------------------------------------------------------------------

Name of Corporation                ProCentury Corporation
                                   ------------------------------------------------------------------------------------------------

Charter Number                     1170133
                                   -------------------------------------------------------

Name of Officer                    Edward F. Feighan
                                   -------------------------------------------------------

Title                              President
                                   -------------------------------------------------------

[X]  Please check if additional provisions attached.

The above named Ohio corporation, does hereby certify that:

[ ]  A meeting of the              [ ]  shareholders          [ ]  members was duly called and held on
                                                                                                         --------------------------
                                                                                                                  (Date)

at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which
entitled them to exercise                 % as the voting power of the corporation.
                          ----------------


[X]  In a writing signed by all of the [X] shareholders [ ] members who would be entitled to the notice of a meeting or such other
proportion not less than a majority as the articles of regulations or bylaws permit.

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

-----------------------------------------------------------------------------------------------------------------------------------
CLAUSE APPLIES IF AMENDED BOX IS CHECKED.
-----------------------------------------------------

Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place
of the existing articles of incorporation and all amendments thereto.

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>




541                              Page 1 of 2             Last Revised: May 2002


<PAGE>

<TABLE>
<S>          <C>                                     <C>                <C>                             <C>
-----------------------------------------------------------------------------------------------------------------------------------
ALL OF THE FOLLOWING INFORMATION MUST BE COMPLETED IF AN AMENDED BOX IS CHECKED.
IF AN AMENDMENT BOX IS CHECKED, COMPLETE THE AREAS THAT APPLY.
---------------------------------------------------------------------------------------------------

FIRST:       The name of the corporation is:         ProCentury Corporation
                                                     ------------------------------------------------------------------------------

SECOND:      The place in the State of Ohio where its principal office is located is in the City of:

             Westerville                                                           Delaware
             ---------------------------------------------------------  ---------------------------------
             (city, village or township)                                           (county)

THIRD:       The purposes of the corporation are as follows:

                -------------------------------------------------------------------------------------------------------------------
                To engage in any lawful act, activity or business not contrary to and for which a Corporation may be formed under
                the laws of the State of Ohio, and to have and exercise all powers, rights and privileges conferred by the laws of
                Ohio on corporations, including, but not limited to, buying, leasing or otherwise acquiring and holding, using or
                otherwise enjoying and selling, leasing or otherwise disposing of any interest in any property, real or personal,
                of whatever nature and wheresoever situated, and buying and selling stocks, bonds, or any other security of any
                issuer as the Corporation by action of its Board of Directors may, at any time and from time to time, deem
                advisable.

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


FOURTH:      The number of shares which the corporation is authorized to have outstanding is:                    21,000,000
                                                                                                        ---------------------------
                   (DOES NOT APPLY TO BOX (2))

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



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

   REQUIRED                        /s/ Edward F. Feighan                                           4-21-2004
Must be authenticated              -------------------------------------------------------         --------------------------------
(SIGNED) by an authorized          Authorized Representative                                       Date
representative                     Edward F. Feighan, President
        (SEE INSTRUCTIONS)

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


                                   -------------------------------------------------------         --------------------------------
                                   Authorized Representative                                       Date



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


                                   -------------------------------------------------------         --------------------------------
                                   Authorized Representative                                       Date
</TABLE>


541                              Page 2 of 2             Last Revised: May 2002

<PAGE>

                              ADDITIONAL PROVISIONS
                                     TO THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             PROCENTURY CORPORATION

Fourth Article (continued)

4.    CAPITAL STOCK          I.       CAPITAL STOCK.  The total number of
      -------------                   shares which the Corporation shall have
      (CONTINUED)                     authority to issue is Twenty One Million
      -----------                     (21,000,000) shares, of which Twenty
                                      Million (20,000,000), each without par
                                      value, shall be of a class designated
                                      "Common Shares", and One Million
                                      (1,000,000), each without par value, shall
                                      be of a class designated "Preferred
                                      Shares".

                             II.      PREFERRED SHARES. The Board of Directors
                                      is authorized to provide for the issuance
                                      from time to time in one or more series of
                                      any number of authorized and unissued
                                      Preferred Shares. Subject to the
                                      provisions of this ARTICLE 4 and the
                                      limitations prescribed by law, the Board
                                      of Directors is expressly authorized to
                                      adopt amendments to these Amended and
                                      Restated Articles of Incorporation in
                                      respect of any unissued or treasury
                                      Preferred Shares and thereby establish or
                                      change the number of shares to be included
                                      in each such series and fix the
                                      designation and relative rights,
                                      preferences, qualifications and
                                      limitations or restrictions of the shares
                                      of each such series. The authority of the
                                      Board of Directors with respect to each
                                      series shall include, but not be limited
                                      to, determination of the following:


                                           A. The distinguishing designation of
                                      such series and the number of shares which
                                      shall constitute such series;


                                           B. The rate or rates of dividends
                                      payable on shares of such series, the
                                      conditions upon which such dividends shall
                                      be payable (including whether they shall
                                      by payable in preference to, or in another
                                      relation to, the dividends payable on any
                                      other class or classes or series of
                                      shares) and the date from which dividends
                                      shall be cumulative in the event the Board
                                      of Directors determines that dividends
                                      shall be cumulative;

                                           C. Whether such series shall have
                                      conversion privileges and, if so, the
                                      terms and conditions of such conversion,
                                      including but not limited to, provision
                                      for adjustment of the


<PAGE>

                                      conversion rate upon such events and in
                                      such manner as the Board of Directors
                                      shall determine;

                                           D. Whether or not the shares of such
                                      series shall be redeemable and, if so, the
                                      terms and conditions of such redemption,
                                      including the date or dates upon or after
                                      which they shall be redeemable, and the
                                      amount per share payable in case of
                                      redemption, which amount may vary under
                                      different conditions and at different
                                      redemption dates;

                                           E. Whether such series shall have a
                                      sinking fund for the redemption or
                                      purchase of shares of that series and, if
                                      so, the terms and amounts of such sinking
                                      fund;


                                           F. The rights of the shares of such
                                      series in the event of voluntary or
                                      involuntary liquidation, dissolution or
                                      winding up of the Corporation, and the
                                      relative rights of priority, if any, of
                                      payment in respect of shares of that
                                      series;


                                           G. Voting rights, if any, associated
                                      with the series, which may be full,
                                      limited or denied, except as otherwise
                                      required by law; and


                                           H. Any other relative rights,
                                      preferences and limitations of such series
                                      which shall not be inconsistent with this
                                      ARTICLE 4.


                             III.     COMMON SHARES. The Board of Directors of
                                      the Corporation is authorized, subject to
                                      limitations prescribed by law and the
                                      provisions of this ARTICLE 4, to provide
                                      for the issuance from time to time of any
                                      number of authorized and unissued Common
                                      Shares, and shall determine the terms
                                      under which and the consideration for
                                      which the Corporation shall issue its
                                      Common Shares.


                                           A. Subject to the provisions of any
                                      applicable law, at every meeting of the
                                      shareholders, each holder of Common Shares
                                      shall be entitled to one vote, in person
                                      or by proxy, for each Common Share
                                      standing in the name of such shareholder
                                      on the books of the Corporation, on each
                                      matter on which the Common Shares are
                                      entitled to vote.

                                           B. Subject to the rights of holders
                                      of the Preferred Shares, the holders of
                                      the Common Shares shall be entitled to
                                      receive, when and as declared by the Board
                                      of Directors, out of the assets of the
                                      Corporation which are by law available
                                      therefor, dividends payable in cash, in
                                      property, or in shares and the holders of
                                      the Preferred Shares shall



                                       2
<PAGE>

                                      not be entitled to participate in any such
                                      dividends (unless otherwise provided by
                                      the Board of Directors in any resolution
                                      providing for the issue of a series of
                                      Preferred Shares).

                                           C. In the event of any dissolution,
                                      liquidation or winding up of the affairs
                                      of the Corporation either voluntarily or
                                      involuntarily, the holders of the Common
                                      Shares shall be entitled, after payment or
                                      provision for payment in full of the debts
                                      and other liabilities of the Corporation
                                      and the amounts to which the holders of
                                      the Preferred Shares shall be entitled, to
                                      share ratably in the remaining assets of
                                      the Corporation available for distribution
                                      to its shareholders to the exclusion of
                                      the Preferred Shares (unless otherwise
                                      provided by the Board of Directors in any
                                      resolution providing for the issue of a
                                      series of Preferred Shares). Neither the
                                      merger or consolidation of the
                                      Corporation, nor the sale, lease or
                                      conveyance of all or part of its assets,
                                      shall be deemed to be a liquidation,
                                      dissolution or winding up of the affairs
                                      of the Corporation within the meaning of
                                      this Subparagraph III(C).

                             IV.      NO PREEMPTIVE RIGHTS. No holder of shares
                                      of this Corporation of any class shall
                                      have, as such, as a matter of right, the
                                      preemptive right to subscribe for or
                                      purchase any part of any new or additional
                                      issue of shares of any class whatsoever,
                                      or of securities or other obligations
                                      convertible into or exchangeable for any
                                      shares of any class whatsoever or which by
                                      warrants or otherwise entitle the holders
                                      thereof to subscribe for or purchase any
                                      shares of any class whatsoever, which now
                                      or hereafter authorized and whether issued
                                      for cash or other consideration or by way
                                      of dividend.


                             V.       CONVERSION AND EXCHANGE OF PREVIOUSLY
                                      AUTHORIZED COMMON SHARES. Each Class A
                                      Common Share, Class B Common Share and
                                      Class C Common Share of the Corporation
                                      outstanding immediately prior to the
                                      effectiveness of these Amended and
                                      Restated Articles of Incorporation shall
                                      automatically and without further act or
                                      deed be converted into and exchanged for
                                      five hundred (500) Common Shares of the
                                      Corporation, rounded down to the nearest
                                      whole number to avoid the issuance of any
                                      fractional Common Shares, upon the
                                      effectiveness of these Amended and
                                      Restated Articles of Incorporation.

5.    CERTAIN                No person shall be disqualified from being a
      -------                director of the Corporation because he or she is
      TRANSACTIONS           or may be a party to, and no director of the
      ------------           Corporation shall be disqualified from entering
                             into,



                                       3
<PAGE>

                             any contract or other transaction to which the
                             Corporation is or may be a party. No contract or
                             other transaction shall be void or voidable for
                             reason that any director or officer or other agent
                             of the Corporation is a party thereto, or otherwise
                             has any direct or indirect interest in such
                             contract or transaction or in any other party
                             thereto, or for reason that any interested director
                             or officer or other agent of the Corporation
                             authorizes or participates in authorization of such
                             contract or transaction, (a) if the material facts
                             as to such interest are disclosed or are otherwise
                             known to the Board of Directors or applicable
                             committee of directors at the time the contract or
                             transaction is authorized, and at least a majority
                             of the disinterested directors or disinterested
                             members of the committee vote for or otherwise take
                             action authorizing such contract or transaction,
                             even though such disinterested directors or members
                             are less than a quorum, or (b) if the contract or
                             transaction (i) is not less favorable to the
                             Corporation than an arm's length contract or
                             transaction in which no director or officer or
                             other agent of the Corporation has any interest or
                             (ii) is otherwise fair to the Corporation as of the
                             time it is authorized. Any interested director may
                             be counted in determining the presence of a quorum
                             at any meeting of the Board of Directors or any
                             committee thereof which authorizes the contract or
                             transaction.

6.    AUTHORITY TO           The Directors of the Corporation shall have the
      ------------           power to cause the Corporation from time to time
      REPURCHASE             and at any time to purchase, hold, sell, transfer
      ----------             or otherwise deal with (a) shares of any class or
      STOCK                  series issued by it, (b) any security or other
      -----                  obligation of the Corporation which may confer upon
                             the holder thereof the right to convert the same
                             into shares of any class or series authorized by
                             the articles of the Corporation, and (c) any
                             security or other obligation which may confer upon
                             the holder thereof the right to purchase shares of
                             any class or series authorized by the articles of
                             the Corporation. The Corporation shall have the
                             right to repurchase, if and when any shareholder
                             desires to sell, or on the happening of any event
                             is required to sell, shares of any class or series
                             issued by the Corporation. The authority granted in
                             this ARTICLE 6 of these Amended and Restated
                             Articles of Incorporation shall not limit the
                             plenary authority of the directors to purchase,
                             hold, sell, transfer or otherwise deal with shares
                             of any class or series, securities or other
                             obligations issued by the Corporation or authorized
                             by its articles.

7.    CH. 1704               Chapter 1704 of the Ohio Revised Code shall not
      --------               apply to the Corporation.

8.    DIRECTORS;             All of the authority of the Corporation shall be
      ----------             exercised by or under the direction of the Board
      SHAREHOLDERS           of Directors except as otherwise provided in these
      ------------           Amended and Restated Articles of Incorporation



                                       4
<PAGE>

                             or the Code of Regulations of the Corporation or
                             required by law. For the management of the business
                             and for the conduct of the affairs of the
                             Corporation and in further creation, definition,
                             limitation and regulation of the power of the
                             Corporation and of its directors and of its
                             shareholders, it is further provided as follows:

                             I.       CLASSIFIED BOARD. Subject to the rights of
                                      the holders of any class or series of
                                      shares of the Corporation having a
                                      preference over the Common Shares as to
                                      dividends or upon liquidation to elect
                                      additional directors under specific
                                      circumstances, the number of directors of
                                      the Corporation shall be fixed from time
                                      to time by or in accordance with the
                                      provisions of the Code of Regulations of
                                      the Corporation. The directors, other than
                                      those who may be elected by the holders of
                                      any class or series of shares of capital
                                      stock having preference over the Common
                                      Shares as to dividends or upon
                                      liquidation, shall be classified, with
                                      respect to the time for which they
                                      severally hold office, into three classes,
                                      as nearly equal in number as possible, as
                                      shall be provided in the manner specified
                                      in the Code of Regulations of the
                                      Corporation, one class to hold office
                                      initially for a term expiring at the
                                      annual meeting of shareholders to be held
                                      in 2005, another class to hold office
                                      initially for a term expiring at the
                                      annual meeting of shareholders to be held
                                      in 2006, and another class to hold office
                                      initially for a term expiring at the
                                      annual meeting of shareholders to be held
                                      in 2007, with the members of each class to
                                      hold office until their successors are
                                      duly elected and qualified. At each annual
                                      meeting of the shareholders of the
                                      Corporation. the successors to the class
                                      of directors whose term expires at that
                                      meeting shall be elected to hold office
                                      for a term expiring at the annual meeting
                                      of shareholders held in the third year
                                      following the year of their election.


                             II.      NOTICE. Advance notice of nominations for
                                      the election of directors, or of proposals
                                      to be brought before a meeting of
                                      shareholders, other than nominations or
                                      proposals made by the Board of Directors
                                      or a committee thereof, shall be given in
                                      the manner provided in the Code of
                                      Regulations of the Corporation.


                             III.     FILLING VACANCY. Subject to the right of
                                      the shareholders to fill a vacancy caused
                                      by the removal of a director at the same
                                      meeting at which the removal occurs, and
                                      subject further to the rights of the
                                      holders of any class or series of shares
                                      of capital stock of the Corporation having
                                      a



                                       5
<PAGE>

                                      preference over the Common Shares as to
                                      dividends or upon liquidation to elect
                                      directors under specified circumstances,
                                      newly created directorships resulting from
                                      any increase in the number of directors
                                      and any vacancies on the Board of
                                      Directors resulting from death,
                                      resignation, disqualification, removal or
                                      other cause may be filled by the
                                      affirmative vote of a majority of the
                                      remaining directors then in office, even
                                      though less than a quorum of the Board of
                                      Directors. Any director elected in
                                      accordance with the preceding sentence
                                      shall hold office for the remainder of the
                                      full term of the class of directors in
                                      which the new directorship was created or
                                      the vacancy occurred and until such
                                      directors successor shall have been
                                      elected and qualified. No reduction in the
                                      number of directors constituting the Board
                                      of Directors shall shorten the term of any
                                      incumbent director.


                             IV.      REMOVAL. Subject to the rights of the
                                      holders of any class or series of shares
                                      of capital stock of the Corporation having
                                      a preference over the Common Shares as to
                                      dividends or upon liquidation to elect
                                      directors under specified circumstances, a
                                      director, or the entire Board of
                                      Directors, may be removed from office,
                                      with cause, but only by the affirmative
                                      vote of the holders of record of
                                      outstanding shares representing at least
                                      75% of the votes entitled to be cast by
                                      the holders of all then outstanding shares
                                      of Voting Stock (as defined in ARTICLE 9
                                      hereof), voting together as a single
                                      class, and entitled to vote in respect
                                      thereof. Any vacancy in the Board of
                                      Directors caused by any removal may be
                                      filled by the shareholders at the same
                                      meeting.

9.    SUPER-MAJORITY         I.       Capitalized terms used herein are defined
      --------------                  in Paragraph IV of this ARTICLE 9.
      VOTE FOR
      --------
      MAJOR
      -----
      TRANSACTIONS
      ------------
                             II.      In addition to any affirmative vote
                                      required by law or under any other
                                      provision of these Amended and Restated
                                      Articles of Incorporation or the Code of
                                      Regulations of the Corporation or
                                      otherwise, and except as otherwise
                                      expressly provided in this ARTICLE 9:

                                           A. Any merger or consolidation of
                                      this Corporation or any Subsidiary with or
                                      into (i) any Substantial Shareholder or
                                      (ii) any other Corporation (whether or not
                                      itself a Substantial Shareholder) which,
                                      after such merger or consolidation, would
                                      be an Affiliate of a Substantial
                                      Shareholder, or

                                           B. Any sale, lease, exchange,
                                      mortgage, pledge, transfer



                                       6
<PAGE>

                                      or other disposition (in one transaction
                                      or a series of related transactions) to or
                                      with any Substantial Shareholder of any
                                      Substantial Part of the assets of this
                                      Corporation or of any Subsidiary, or


                                           C. The issuance or transfer by this
                                      Corporation or by any Subsidiary (in one
                                      transaction or a series of related
                                      transactions) of any Equity Securities of
                                      this Corporation or any Subsidiary to any
                                      Substantial Shareholder in exchange for
                                      cash, securities or other property (or a
                                      combination thereof) having an aggregate
                                      fair market value in excess of an amount
                                      equal to five percent (5%) of the book
                                      value of the Corporation, as determined in
                                      accordance with generally accepted
                                      accounting principles, as of the end of
                                      the immediately preceding fiscal year, or

                                           D. The adoption of any plan or
                                      proposal for the liquidation or
                                      dissolution of this Corporation if, as of
                                      the record date for the determination of
                                      shareholders entitled to notice thereof
                                      and to vote thereon, any person shall be a
                                      Substantial Shareholder, or


                                           E. Any reclassification of securities
                                      (including any reverse stock split) or
                                      recapitalization of this Corporation, or
                                      any reorganization, merger or
                                      consolidation of this Corporation with any
                                      of its Subsidiaries or any similar
                                      transaction (whether or not with or into
                                      or otherwise involving a Substantial
                                      Shareholder) which has the effect,
                                      directly or indirectly, of increasing the
                                      proportionate share of the outstanding
                                      securities of any class of Equity
                                      Securities of this Corporation or any
                                      Subsidiary which is directly or indirectly
                                      Beneficially Owned by any Substantial
                                      Shareholder, shall (except as otherwise
                                      expressly provided in these Amended and
                                      Restated Articles of Incorporation)
                                      require the affirmative vote of the
                                      holders of not less than 75% of the Votes
                                      entitled to be cast by all holders of all
                                      then outstanding shares of Voting Stock;
                                      provided that such affirmative vote must
                                      include the affirmative vote of the
                                      holders of shares of Voting Stock entitled
                                      to cast a majority of the votes entitled
                                      to be cast by the holders of all then
                                      outstanding shares of Voting Stock not
                                      beneficially owned by the Substantial
                                      Shareholder in question. Each such
                                      affirmative vote shall be required
                                      notwithstanding the fact that no vote may
                                      be required, or that some lesser
                                      percentage may be specified, by law or in
                                      any agreement with The NASDAQ Stock Market
                                      or any national securities exchange or
                                      otherwise.

                                       7
<PAGE>

                             III.     The provisions of this ARTICLE 9 shall not
                                      be applicable to any Business Combination,
                                      the terms of which shall be approved,
                                      either in advance of or subsequent to a
                                      Substantial Shareholder having become a
                                      Substantial Shareholder, by three-fourths
                                      (3/4) of the Whole Board, but only if a
                                      majority of the members of the Board of
                                      Directors in office and acting upon such
                                      matter shall be Continuing Directors.

                             IV.      For the purpose of this ARTICLE 9:


                                           A. A "Person" shall mean any
                                      individual, firm, Corporation or other
                                      entity.


                                           B. The term "Business Combination" as
                                      used in this ARTICLE 9 shall mean any
                                      transaction which is described in any one
                                      or more of Subparagraphs (A) through (E)
                                      of Paragraph II of this ARTICLE 9.

                                           C. "Substantial Shareholder" shall
                                      mean any Person who or which, as of the
                                      record date for the determination of
                                      shareholders entitled to notice of and to
                                      vote on any Business Combination, or
                                      immediately prior to the consummation of
                                      any such Business Combination:

                                                (1) Is the Beneficial Owner,
                                      directly or indirectly, of more than
                                      fifteen percent (15%) of the shares of
                                      Voting Stock (determined solely on the
                                      basis of the total number of shares of
                                      Voting Stock so Beneficially Owned (and
                                      without giving effect to the number or
                                      percentage of votes entitled to be cast in
                                      respect of such shares) in relation to the
                                      total number of shares of Voting Stock
                                      then issued and outstanding), or

                                                (2) Is an Affiliate of this
                                      Corporation and at any time within three
                                      years prior thereto was the Beneficial
                                      Owner, directly or indirectly, of more
                                      than fifteen percent (15%) of the then
                                      outstanding Voting Stock (determined as
                                      aforesaid), or

                                                (3) Is an assignee of or has
                                      otherwise succeeded to any shares of this
                                      Corporation which were at any time within
                                      three years prior thereto Beneficially
                                      Owned by any Substantial Shareholder, and
                                      such assignment or succession shall have
                                      occurred in the course of a transaction or
                                      series of transactions not involving a
                                      public offering within the meaning of the
                                      Securities Act of 1933, as amended.



                                       8
<PAGE>

                                      Notwithstanding the foregoing, a
                                      Substantial Shareholder shall not include
                                      (i) this Corporation or any Subsidiary, or
                                      (ii) any profit-sharing, employee stock
                                      ownership or other employee benefit plan
                                      of this Corporation or any Subsidiary or
                                      any trustee of or fiduciary with respect
                                      to any such plan when acting in such
                                      capacity.

                                           D. "Beneficial Ownership" shall be
                                      determined pursuant to Rule 13d-3 of the
                                      General Rules and Regulations under the
                                      Securities Exchange Act of 1934, as
                                      amended (or any successor rule or
                                      statutory provision) or, if said Rule
                                      13d-3 shall be rescinded and there shall
                                      be no successor rule or statutory
                                      provision thereto, pursuant to said Rule
                                      13d-3 as in effect on December 31, 2003;
                                      provided, however, that a Person shall, in
                                      any event, also be deemed to be the
                                      "Beneficial Owner" of any shares of Voting
                                      Stock:

                                                (1) Which such Person or any of
                                      its Affiliates or Associates beneficially
                                      own, directly or indirectly, or


                                                (2) Which such Person or any of
                                      its Affiliates or Associates has (i) the
                                      right to acquire (whether such right is
                                      exercisable immediately or only after the
                                      passage of time), pursuant to any
                                      agreement, arrangement or understanding
                                      (but shall not be deemed to be the
                                      beneficial owner of any shares of Voting
                                      Stock solely by reason of an agreement,
                                      arrangement or understanding with this
                                      Corporation to effect a Business
                                      Combination or upon the exercise of
                                      conversion rights, exchange rights,
                                      warrants, or options, or otherwise, or
                                      (ii) sole or shared voting or investment
                                      power with respect thereto pursuant to any
                                      agreement, arrangement, understanding,
                                      relationship or otherwise (but shall not
                                      be deemed to be the beneficial owner of
                                      any shares of Voting Stock solely by
                                      reason of a revocable proxy granted for a
                                      particular meeting of shareholders,
                                      pursuant to a public solicitation of
                                      proxies for such meeting, with respect to
                                      shares of which neither such Person nor
                                      any such Affiliate or Associate is
                                      otherwise deemed the beneficial owner), or

                                                (3) Which are beneficially
                                      owned, directly or indirectly, by any
                                      other Person with which such first
                                      mentioned Person or any of its Affiliates
                                      or Associates acts as a partnership,
                                      limited partnership, syndicate or other
                                      group pursuant to any agreement,
                                      arrangement or understanding for the
                                      purpose of acquiring, holding, voting or
                                      disposing of any shares of capital stock
                                      of this Corporation: and provided further,
                                      however, that (i) no



                                       9
<PAGE>


                                      director or officer of this Corporation,
                                      nor any Associate or Affiliate of any such
                                      director or officer, shall, solely by
                                      reason of any or all such directors and
                                      officers acting in their capacities as
                                      such, be deemed, for any purposes hereof,
                                      to beneficially own any shares of Voting
                                      Stock beneficially owned by any other such
                                      director or officer (or any Associate or
                                      Affiliate thereof), and (ii) no employee
                                      stock ownership or similar plan of this
                                      Corporation or any Subsidiary nor any
                                      trustee with respect thereto, nor any
                                      Associate or Affiliate of any such
                                      trustee, shall, solely by reason of such
                                      capacity of such trustee, be deemed for
                                      any purposes hereof, to beneficially own
                                      any shares of Voting Stock held under any
                                      such plan.

                                           E. For purposes of computing the
                                      percentage Beneficial Ownership of shares
                                      of Voting Stock of a Person in order to
                                      determine whether such Person is a
                                      Substantial Shareholder, the outstanding
                                      shares of Voting Stock shall include
                                      shares deemed owned by such Person through
                                      application of Subparagraph (D) of this
                                      Paragraph IV but shall not include any
                                      other shares of Voting Stock which may be
                                      issuable by this Corporation pursuant to
                                      any agreement, or upon the exercise of
                                      conversion rights, warrants or options, or
                                      otherwise. For all other purposes, the
                                      outstanding shares of Voting Stock shall
                                      include only shares of Voting Stock then
                                      outstanding and shall not include any
                                      shares of Voting Stock which may be
                                      issuable by this Corporation pursuant to
                                      any agreement, or upon the exercise of
                                      conversion rights, warrants or options, or
                                      otherwise.

                                           F. "Continuing Director" shall mean
                                      any member of the Board of Directors of
                                      the Corporation who is unaffiliated with
                                      the Substantial Shareholder and was a
                                      member of the Board of Directors prior to
                                      the time that the Substantial Shareholder
                                      became a Substantial Shareholder; any
                                      successor of a Continuing Director who is
                                      unaffiliated with the Substantial
                                      Shareholder and is approved to succeed a
                                      Continuing Director by the Continuing
                                      Directors; any member of the Board of
                                      Directors who is appointed to fill a
                                      vacancy on the Board of Directors who is
                                      unaffiliated with the Substantial
                                      Shareholder and is approved by the
                                      Continuing Directors.

                                           G. "Whole Board" shall mean the total
                                      number of directors which this Corporation
                                      would have if there were no vacancies.


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<PAGE>

                                           H. An "Affiliate" of a specified
                                      Person is a Person that directly, or
                                      indirectly through one or more
                                      intermediaries, controls, or is controlled
                                      by, or is under common control with, the
                                      Person specified.

                                           I. The term "Associate" used to
                                      indicate a relationship with any Person
                                      shall mean (i) any Corporation or
                                      organization (other than this Corporation
                                      or a Subsidiary) of which such Person is
                                      an officer or partner, or is, directly or
                                      indirectly, the beneficial owner of ten
                                      percent (10%) or more of any class of
                                      Equity Securities, (ii) any trust or other
                                      estate in which such Person has a
                                      substantial beneficial interest or as to
                                      which such Person serves as trustee or in
                                      a similar fiduciary capacity, and (iii) an
                                      relative or spouse of such Person, or any
                                      relative of such spouse, who has the same
                                      home as such Person, or is an officer or
                                      director of any Corporation controlling or
                                      controlled by such Person.

                                           J. "Subsidiary" shall mean any
                                      Corporation of which a majority of any
                                      class of Equity Security is owned,
                                      directly or indirectly, by this
                                      Corporation; provided, however, that, for
                                      the purposes of the definition of
                                      Substantial Shareholder set forth in
                                      Subparagraph (C) of this Paragraph IV, the
                                      term "Subsidiary" shall mean only a
                                      Corporation of which a majority of each
                                      class of Equity Security is owned,
                                      directly or indirectly, by this
                                      Corporation.

                                           K. "Substantial Part" shall mean
                                      assets having a book value (determined in
                                      accordance with generally accepted
                                      accounting principles) in excess of ten
                                      percent (10%) of the book value
                                      (determined in accordance with generally
                                      accepted accounting principles) of the
                                      total consolidated assets of this
                                      Corporation, at the end of its most recent
                                      fiscal year ending prior to the time the
                                      determination is made.

                                           L. "Voting Stock" shall mean any
                                      shares of capital stock of this
                                      Corporation entitled to vote generally in
                                      the election of directors.


                                           M. "Equity Security" shall have the
                                      meaning given to such term under Rule
                                      3a11-1 of the General Rules and
                                      Regulations under the Securities Exchange
                                      Act of 1934, as amended, as in effect on
                                      December 31, 2003.

                             V.       A majority of the Continuing Directors
                                      then in office shall have the power to
                                      determine for the purposes of this ARTICLE
                                      9, on the basis of information known to
                                      them



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<PAGE>

                                      (i) the number of shares of Voting Stock
                                      Beneficially Owned by any Person, (ii)
                                      whether a Person is an Affiliate or
                                      Associate of another, (iii) whether the
                                      assets subject to any Business Combination
                                      constitute a Substantial Part of the
                                      assets of the Corporation in question,
                                      and/or (iv) any other factual matter
                                      relating to the applicability or effect of
                                      this ARTICLE 9.


                             VI.      A majority of the Continuing Directors
                                      then in office shall have the right to
                                      demand that any Person who is reasonably
                                      believed to be a Substantial Shareholder
                                      (or holder of record shares of Voting
                                      Stock Beneficially Owned by any
                                      Substantial Shareholder) supply this
                                      Corporation with complete information as
                                      to (i) the record owner(s) of all shares
                                      Beneficially Owned by such Person who is
                                      reasonably believed to be a Substantial
                                      Shareholder, (ii) the number of, and class
                                      or series of, shares Beneficially Owned by
                                      such Person who it is reasonably believed
                                      is a Substantial Shareholder and held of
                                      record by each such record owner and the
                                      number(s) of the share certificate(s)
                                      evidencing such shares, and (iii) any
                                      other factual matter relating to the
                                      applicability or effect of this ARTICLE 9,
                                      as may be reasonably requested of such
                                      Person, and such Person shall furnish such
                                      information within 10 days after receipt
                                      of such demand.


                             VII.     Any determinations made by the Board of
                                      Directors, or by the Continuing Directors,
                                      as the case may be, pursuant to this
                                      ARTICLE 9 in good faith and on the basis
                                      of such information and assistance as was
                                      then reasonably available for such purpose
                                      shall be conclusive and binding upon this
                                      Corporation and its shareholders,
                                      including any Substantial Shareholder.

                             VIII.    Nothing contained in this ARTICLE 9 shall
                                      be construed to relieve any Substantial
                                      Shareholder from any fiduciary obligation
                                      imposed by law.

10.   CONSTITUENCIES         The Board of Directors of the Corporation, when
      --------------         evaluating any offer of another party to (1) make
                             a tender or exchange offer for any Equity Security
                             of the Corporation, (2) merge or consolidate the
                             Corporation with another Corporation, or (3)
                             purchase or otherwise acquire all or substantially
                             all of the properties and assets of the
                             Corporation, may in connection with the exercise of
                             its judgment in determining what is in the best
                             interests of the Corporation and its shareholders,
                             give due consideration to all relevant factors,
                             including without limitation the social and


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<PAGE>

                             economic effects on the employees, customers,
                             suppliers and other constituents of the Corporation
                             and its subsidiaries and on the communities in
                             which the Corporation and its subsidiaries operate
                             or are located and any other factors which the
                             Board of Directors may consider under Ohio law.

11.   VOTE TO AMEND          I.       75% VOTE.  Notwithstanding any other
      -------------                   provisions of these Articles of
      ARTICLES                        Incorporation or the Code of Regulations
      --------                        of the Corporation (and notwithstanding
                                      the fact that a lesser percentage may be
                                      specified by law or in any agreement with
                                      The NASDAQ Stock Market or any national
                                      securities exchange or in any other
                                      provision of these Amended and Restated
                                      Articles of Incorporation or the Code of
                                      Regulations of the Corporation), the
                                      affirmative vote of the holders of at
                                      least 75% of the votes entitled to be cast
                                      by the holders of all then outstanding
                                      shares of Voting Stock (as that term is
                                      defined in ARTICLE 9 hereof), shall be
                                      required to amend, alter, change or
                                      repeal, or adopt any provisions
                                      inconsistent with, ARTICLES 8, 10, 11 or
                                      12 of these Amended and Restated Articles
                                      of Incorporation, and the affirmative vote
                                      of the holders of at least 75% of the
                                      votes entitled to be cast by the holders
                                      of all then outstanding shares of Voting
                                      Stock, including the holders of at least a
                                      majority of the votes entitled to be cast
                                      by the holders of all then outstanding
                                      shares of Voting Stock of the Corporation
                                      not beneficially owned by a Substantial
                                      Shareholder (as that term is defined in
                                      ARTICLE 9), shall be required to amend
                                      alter, change or repeal, or adopt any
                                      provision inconsistent with ARTICLE 9 of
                                      these Amended and Restated Articles of
                                      Incorporation.

                             II.      MAJORITY VOTE. Except as otherwise
                                      provided in these Amended and Restated
                                      Articles of Incorporation, including
                                      without limitation Paragraph I of this
                                      ARTICLE 11, the shareholders of the
                                      Corporation may, by the affirmative vote
                                      of the holders of at least a majority of
                                      the votes entitled to be cast by the
                                      holders of all then outstanding shares of
                                      the Voting Stock, amend, alter, change or
                                      repeal any provision contained in these
                                      Amended and Restated Articles of
                                      Incorporation.

12.   VOTE TO AMEND           I.      Except as provided in Subparagraph II
      -------------                   of this ARTICLE 12, and notwithstanding
      CODE OF REGULATIONS             any other provisions of these Amended
      -------------------             and Restated Articles of Incorporation
                                      or the Code of Regulations of the
                                      Corporation (and notwithstanding the fact
                                      that a lesser percentage may be specified
                                      by law or in any agreement with The NASDAQ
                                      Stock Market or any



                                       13
<PAGE>

                                      national securities exchange or any other
                                      provision of these Amended and Restated
                                      Articles of Incorporation or the Code of
                                      Regulations of the Corporation), the
                                      affirmative vote of the holders of at
                                      least 75% of the votes entitled to be cast
                                      by the holders of all then outstanding
                                      shares of Voting Stock (as that term is
                                      defined in ARTICLE 9 hereof), shall be
                                      required to amend, alter, change or
                                      repeal, or adopt any provisions
                                      inconsistent with, the Code of Regulations
                                      of the Corporation: provided, however,
                                      that if such amendment, alteration, change
                                      or repeal has been approved by
                                      three-fourths (3/4) of the Whole Board (as
                                      defined in ARTICLE 9 hereof), the
                                      shareholders may, by the affirmative vote
                                      of the holders of at least a majority of
                                      the votes entitled to be cast by the
                                      holders of all then outstanding shares of
                                      Voting Stock, approve such amendment,
                                      alteration, change or repeal. Any
                                      amendment to these Amended and Restated
                                      Articles of Incorporation which shall
                                      contravene the Code of Regulations in
                                      existence on the record date of the
                                      meeting of shareholders at which such
                                      amendment is to be voted upon by the
                                      shareholders, shall require the
                                      affirmative vote of the holders of at
                                      least 75% of the votes entitled to be cast
                                      by the holders of all then outstanding
                                      shares of Voting Stock; provided, however,
                                      that if such amendment has been approved
                                      by three-fourths (3/4) of the Whole Board,
                                      the shareholders may approve such
                                      amendment to these Amended and Restated
                                      Articles of Incorporation by the
                                      affirmative vote of the holders of at
                                      least a majority of the votes entitled to
                                      be cast by the holders of all then
                                      outstanding shares of Voting Stock.

                             II.      If and to the extent permitted by the Ohio
                                      Revised Code as the same may be amended
                                      from time to time, the Code of Regulations
                                      of the Corporation, and any provision
                                      thereof, may be amended, altered, changed
                                      or repealed by the affirmative vote of
                                      three-fourths (3/4) of the Whole Board;
                                      provided that any amendment, alteration,
                                      change or repeal which is materially
                                      prejudicial to the substantive rights of
                                      the shareholders of the Corporation (or
                                      any class of shareholders of the
                                      Corporation) may not be adopted by the
                                      directors of the Corporation pursuant to
                                      this Subsection II of ARTICLE 12. The
                                      authority granted to the directors
                                      pursuant to this Subsection II of ARTICLE
                                      12 is in addition to, and shall not
                                      abridge, the rights of the shareholders
                                      and directors of the Corporation granted
                                      pursuant to Subsection I of ARTICLE 12 of
                                      these Amended and Restated Articles of
                                      Incorporation.



                                       14
<PAGE>

13.   VOTING                 I.       MAJORITY VOTE.  Notwithstanding any
      ------                          provision of the Ohio Revised Code
      MATTERS                         requiring for any purpose the vote,
      -------                         consent, waiver or release of the holders
                                      of shares of the Corporation entitling
                                      them to exercise two-thirds (2/3) or any
                                      other proportion of the voting power of
                                      the Corporation or of any class or classes
                                      of shares thereof, such action may be
                                      taken by the vote, consent, waiver or
                                      release of the holders of shares entitling
                                      them to exercise not less than a majority
                                      of the voting power of the Corporation or
                                      of such class or classes, unless expressly
                                      provided otherwise by statute or in these
                                      Amended and Restated Articles of
                                      Incorporation.

                             II.      CUMULATIVE VOTING. Shareholders of the
                                      Corporation shall not have the right to
                                      vote cumulatively in the election of
                                      directors.

14.   SUPERSEDE              These Amended and Restated Articles of
      ---------              Incorporation take the place of and supersede the
                             existing Amended and Restated Articles of
                             Incorporation of the Corporation.


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