Exhibit 10
 2009 DIRECTOR SUPPLEMENTAL
DEFINED CONTRIBUTION PLAN
OF
PARK-OHIO HOLDINGS CORP.




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Section
    

PageARTICLE I
PURPOSE: ADOPTION BY
THE COMPANY AND AFFILIATES1.1 Purpose
    
    
    11.2 Effective Date
    
    
    1ARTICLE II
DEFINITIONS2.1 Definitions
    
    
    12.2 Construction
    
    
    3ARTICLE III
ELIGIBILITY FOR PLAN PARTICIPATION3.1 Eligible Directors
    
    
    33.2 Plan Participation
    
    
    3ARTICLE IV
CONTRIBUTIONS4.1 Elective Contributions
    
    
    34.2 Vesting
    
    
    4ARTICLE V
PARTICIPANT ACCOUNTS AND PLAN FUNDING5.1 Participant Accounts
    
    
    45.2 Unfunded Plan
    
    
    45.3 Investment Elections for Elective and Basic Contributions
    
    
    55.4 Investment Change of Future Contributions
    
    
    55.5 Election to Transfer Invested Past Contributions
    
    
    5ARTICLE VI
DISTRIBUTION6.1 Distribution Upon From Service or Disability
    
    
    66.2 Method of Payments
    
    
    76.3 Distribution Upon Death
    
    
    86.4 Taxes
    
    
    8
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Section
    
    PageARTICLE VII
BENEFICIARIES7.0 Beneficiares
    
    
    8ARTICLE VIII
ADMINISTRATIVE PROVISIONS8.1 Administrator
    
    
    98.2 Powers and Authorities of the Committee
    
    
    98.3 Indemnification
    
    
    9ARTICLE IX
AMENDMENT AND TERMINATION9.1 Amendment and Termination
    
    
    10ARTICLE X
MISCELLANEOUS10.1 Non-Alienation of Benefits
    
    
    1010.2 Payment of Benefits to Others
    
    
    1010.3 Taxation of Benefits
    
    
    1010.4 Claims of Other Persons
    
    
    1110.5 Severability
    
    
    1110.6 Governing Law
    
    
    11
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ARTICLE I
PURPOSE; ADOPTION BY
THE COMPANY
 1.1 Purpose .
 1.2 Effective Date .
 ARTICLE II
DEFINITIONS
 2.1 Definitions .
 Account . Cash Account Equity Award Account
 Administrator .
 Affiliate .
 Beneficiary .
 Board .
 Code .
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Commencement Date .
 Company .
 Compensation .
 Committee .
 Contributions .
 Deferred Compensation Election .
 Director.
 Election Deadline .
 Elective Contributions .
 Eligible Director .
 Equity Awards .
 Participant .
 Plan .
 Plan Year .
 Separation from Service .
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Valuation Date .
 2.2 Construction .
 ARTICLE III
ELIGIBILITY FOR PLAN PARTICIPATION
 3.1 Eligible Directors .
 3.2 Plan Participation .
 ARTICLE IV
CONTRIBUTIONS
 4.1 Elective Contributions .
 (a)
    
    Each Eligible Director shall be entitled to elect for each calendar year to
reduce his or her Compensation by an objectively determinable amount relating to each
form of Compensation that is specified in a timely filed Deferred Compensation
Election; and if an Eligible Director does so, an amount equal to the reduction in his
or her Compensation shall be credited to an Account maintained for him or her under the
Plan.(b)
    
    The Deferred Compensation Election of a Participant must be made in writing on
a form specified by the Administrator. A Deferred Compensation Election will be timely
filed with respect to the Compensation only if it is filed with the Administrator by a
date specified by the Administrator that precedes the calendar year in which the
Compensation is earned by the Participant for services rendered as an Eligible
Director. A Deferred Compensation Election that is timely filed with the Administrator
shall be irrevocable as of the first day of the calendar year that follows the date it
is filed.(c)
    
    If a Director first becomes an Eligible Director after the first day of a
calendar year, the Eligible Director may file a Deferred Compensation Election with the
Administrator no later than 30 days after the date the Director becomes an Eligible
Director under the Plan. If an Eligible Director does so, the applicable Deferred
Compensation Election shall be effective for such calendar year only with respect to
Compensation that is earned for services that are performed after the filing of the
Participants Deferred Compensation Election with the Administrator; and any such
Deferred Compensation Election shall be irrevocable
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as of the date that it is filed with the Administrator. For purposes of the
preceding sentence, where an individual has ceased being an Eligible Director,
regardless of whether all amounts deferred under the Plan have been paid, and
subsequently becomes an Eligible Director again, the individual shall be treated as
first becoming an Eligible Director if the individual had not been eligible to
participate in the Plan (other than the accrual of earnings) at any time during the
twenty-four month period ending on the date the individual again becomes an Eligible
Director.(d)
    
    The reduction in a Participants Compensation for any calendar year shall be
made by the Company during such calendar year. The Account of each Participant shall
then be credited with Elective Contributions equal to the amount of the Participants
reduction in his or her Compensation, on or shortly after the Compensation would
otherwise be paid to the Directors, in accordance with procedures established by the
Administrator.
 4.2 Vesting .
 ARTICLE V
PARTICIPANT ACCOUNTS AND PLAN FUNDING
 5.1 Participant Accounts .
 5.2 Unfunded Plan .
 (a)
    
    The obligation under the Plan to provide a Participant with all or a portion of
the amounts credited to his or her Account constitutes the sole unsecured promise of
the Company. No Participant or Beneficiary shall have any rights whatsoever in or with
respect to any funds or other assets owned or held by the Company (or any Affiliate
thereof), the rights of a Participant or Beneficiary under any Plan being solely those
of a general unsecured creditor of the Company.(b)
    
    Notwithstanding the provisions of paragraph (a), the Company may establish or
participate in one or more trusts for the purpose of setting aside funds to provide for
the payment of benefits under its Plan. Such trust or trusts may include a master
trust or collective investment trust maintained by the Company in
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conjunction with this Plan Document. However, in accordance with the foregoing
provisions of this Section, the assets of such trust or trusts shall at all times
remain subject to the claims of the general creditors of the Company, except to the
extent and at such time as any payment is made therefrom to a Participant or
Beneficiary under the Plan; and no Participant or Beneficiary shall have any rights
whatsoever in or with respect to any such trust or the assets thereof. To the
extent that the Company makes contributions to such a trust or trusts, such
contributions may be invested in one or more investment funds thereunder as shall be
determined by the Company, in its discretion.
 5.3 Investment Elections for Elective Contributions .
 5.4 Investment Change of Future Contributions .
 5.5 Election to Transfer Invested Past Contributions .
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ARTICLE VI
DISTRIBUTION
 6.1 Commencement of Distributions .
 (a)
    
    A Participant may elect to commence payment of the amounts credited to his or
her Account (and any deemed earnings thereon) in a calendar year upon either (i) the
date the Participant incurs a Separation from Service for any reason (other than by
reason of death) or (ii) the earlier of (A) the date the Participant incurs a
Separation from Service for any reason (other than by reason of death) or (B) the date
specified by the Participant (the date described in clause (i) or (ii), to be the
Commencement Date). Such election shall be timely made in writing on the Deferred
Compensation Election form filed with the Administrator in accordance with Section 4.1
by the Election Deadline for the Elective Contributions for the applicable calendar
year. If a Participant does not properly elect a Commencement Date for Contributions
made in a calendar year, the Commencement Date for such Contributions shall be the date
described in Section 6.1(a)(i). Except as is provided below in paragraph (c), a
Deferred Compensation Election form that is filed with the Plan Administrator electing
a Commencement Date shall become irrevocable as provided in Section 4.1.(b)
    
    Subject to Section 6.1(d) payments made in accordance with Section 6.1(a) shall
be paid or commence to be paid within 30 days following the Commencement Date,
provided that, the Participant shall not have the right to designate
the year of payment. Amounts credited to a Participants Cash Account shall be paid in
cash, and Amounts credited to a Participants Equity Award Account shall be paid in
shares of common stock of the Company.(c)
    
    Notwithstanding any other provision of the Plan to the contrary, a Participant,
may elect to defer the Commencement Date by filing a written request to do so with the
Plan Administrator provided such request (i) is made not less than 12 months prior to
the Commencement Date (if such Commencement Date is described in Section 6.1(a)(ii)),
(ii) the first payment under such election will be made no less than 5 years from the
last effective Commencement Date, and (iii) such election will not take effect until at
least 12 months after the date on which such election is made. Any election to change
the Commencement Date that does not meet all of the foregoing requirements shall not be
valid and, in such case, payment shall be made in accordance with the Participants
last effective Commencement Date election. Any such election to defer the
Commencement Date shall become irrevocable if it is on file with the Plan Administrator
as of the date that is one year prior to the original Commencement Date.(d)
    
    Notwithstanding anything in this Plan to the contrary, if a Participant is a
specified employee, determined pursuant to procedures adopted by the Company in
compliance with Section 409A of the Code, on the date a Participant experiences a
Separation from Service, then to the extent necessary to comply
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with Section 409A of the Code, amounts credited to the Participants Account that
are to be received by the Participant on account of and during the six-month period
immediately following the Participants Separation from Service will instead be paid
on the earlier of (i) the first business day of the seventh month after the date of
the Participants Separation from Service, or (ii) the Participants death. Any
payments that are scheduled to be paid more than six months after such Participants
Separation from Service shall not be delayed and shall be paid in accordance with
the other provisions of this Article VI.
 6.2 Method of Payment .
 (a)
    
    Except as is provided below, the amount payable under the Plan shall be paid to
the Participant in a single sum payment as of his Commencement Date or, if the first
sentence of Section 6.1(d) applies the date of payment described therein. Lump sum
amounts payable to a Participant shall be determined as of the Valuation Date
coincident with the Commencement Date. Amounts credited to a Participants Cash
Account shall be paid in cash, and Amounts credited to a Participants Equity Award
Account shall be paid in shares of common stock of the Company.(b)
    
    A Participant may elect to have the Contributions credited to his or her
Account (other than the amount credited to the Equity Award Account) in each calendar
year paid in the form of annual installment payments over a period of years that is
selected by the Participant, but not in excess of ten years. A Participant may elect
to have the Contributions credited to his or her Equity Award Account in each calendar
year paid in two annual installment payments. Each annual installment payment shall be
equal to an amount that is a fraction of the applicable Account balance as of the date
of payment. The numerator of the fraction is one, and the denominator of the fraction
is the number of remaining installments.(c)
    
    In order for the Participant to elect an installment form of payment for
Contributions made in a calendar year, the Participant shall make a timely, written
election on the Deferred Compensation Election form filed with the Plan Administrator
in accordance with Section 4.1 by the Election Deadline for Elective Contributions for
the applicable calendar year. Such an election shall specify the number of annual
installment payments.Except as is provided below in paragraph (d), a Deferred Compensation Election form
that is filed with the Plan Administrator electing an installment form of payment
shall become irrevocable as provided in Section 4.1.(d)
    
    Notwithstanding the foregoing, or any other provision of the Plan to the
contrary, if a Participant elects to defer the Commencement Date of a distribution in
accordance with Section 6.1(c) the Participant also may elect a different form of
payment than he or she would previously have been entitled to receive under the
foregoing provisions of this Section as of the last effective Commencement Date,
provided such written request complies with the requirements set forth in 6.1(c)
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and is filed with the request provided for in Section 6.1(c). Any such election to
change the form of payment shall become irrevocable if it is on file with the Plan
Administrator as of the date that is one year prior to the Commencement Date. Any
such election of another form of payment must be made in accordance with the
foregoing provision of this Section. Thus, the Participant must elect to be paid in
either a lump sum, annual installments that are not in excess of two for amounts
credited to the Equity Award Account or annual installments that are not in excess
of ten for amounts that are credited to the Cash Account.(e)
    
    For purposes of this Plan, pursuant to Treasury Regulations Section
1.409A-2(b)(2)(iii), a series of installment payments shall be deemed to be a single
payment.
 6.3 Distributions Upon Death .
 6.4 Taxes .
 ARTICLE VII
BENEFICIARIES
   (a)
    
    Any individual, partnership, corporation, trust, estate or other entity may be
designated as a Beneficiary. If there is no designated Beneficiary who survives the
Participant, then the balance in his Accounts shall be paid to his or her estate.(b)
    
    All designations of a Beneficiary shall be made by the Participant in writing
on a form which is supplied by the Administrator, signed by the Participant, and filed
with the Administrator. A Participant may change his designation of Beneficiary at any
time. To change his Beneficiary, the Participant must complete a new Beneficiary
designation form and file such form with the Administrator prior to the death of the
Participant. No designation of Beneficiary will be recognized under this Plan unless
it is filed with the Administrator prior to the death of the Participant.
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(c)
    
    If the individual designated by the Participant as his or her Beneficiary is
the spouse of the Participant at the time of such designation or at any time
thereafter, and if the Participant and his or her spouse are legally divorced or their
marriage is legally dissolved or annulled, unless the divorce decree or a similar court
order directs otherwise, the spouse of the Participant shall cease to be the
Beneficiary and the estate of the Participant shall become the Beneficiary unless and
until such time as the Participant designates a new Beneficiary.(d)
    
    If a Participant is entitled to a payment and dies after the Commencement Date
for the payment but prior to the date of actual payment, the payment shall be paid to
the estate of the Participant.
 ARTICLE VIII
ADMINISTRATIVE PROVISIONS
 8.1 Administrator .
 8.2 Powers and Authorities of the Committee .
 8.3 Indemnification .
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ARTICLE IX
AMENDMENT AND TERMINATION
 9.1 Amendment and Termination .
   ARTICLE X
MISCELLANEOUS
 10.1 Non-Alienation of Benefits .
 10.2 Payment of Benefits to Others .
 10.3 Taxation of Benefits .
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10.4 Claims of Other Persons .
 10.5 Severability .
 10.6 Governing Law .
  PARK-OHIO HOLDINGS CORP.By:
    
    /s/ Robert D. VilsackTitle:
    
    Secretary and General CounselDate:
    
    December 21, 2009
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