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<SEC-DOCUMENT>0000950152-01-501188.txt : 20010727
<SEC-HEADER>0000950152-01-501188.hdr.sgml : 20010727
ACCESSION NUMBER:		0000950152-01-501188
CONFORMED SUBMISSION TYPE:	10-12G
PUBLIC DOCUMENT COUNT:		14
FILED AS OF DATE:		20010430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PREFORMED LINE PRODUCTS CO
		CENTRAL INDEX KEY:			0000080035
		STANDARD INDUSTRIAL CLASSIFICATION:	
		IRS NUMBER:				340676895
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-12G
		SEC ACT:		
		SEC FILE NUMBER:	000-31164
		FILM NUMBER:		1614762

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 91129
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44101
		BUSINESS PHONE:		0000000000
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-12G
<SEQUENCE>1
<FILENAME>l87514ae10-12g.txt
<DESCRIPTION>PREFORMED LINE PRODUCTS COMPANY       FORM 10-12G
<TEXT>

<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10

                  GENERAL FORM FOR REGISTRATION OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                        PREFORMED LINE PRODUCTS COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
                    OHIO                                        34-0676895
<S>                                            <C>
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
</TABLE>

<TABLE>
<CAPTION>
   660 BETA DRIVE, MAYFIELD VILLAGE, OHIO                          44143
<S>                                            <C>
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (440) 461-5200

       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                     (NONE)

       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON SHARES, $2 PAR VALUE PER SHARE

                                (TITLE OF CLASS)

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
Cautionary Statement for "Safe Harbor" Purposes Under The Private
          Securities Litigation Reform Act of 1995....................    1
Item 1.   Business....................................................    2
Item 2.   Financial Information.......................................   12
Item 3.   Properties..................................................   15
Item 4.   Security Ownership of Certain Beneficial Owners and
          Management..................................................   17
Item 5.   Directors and Executive Officers............................   18
Item 6.   Executive Compensation......................................   19
Item 7.   Certain Relationships and Related Transactions..............   23
Item 8.   Legal Proceedings...........................................   24
Item 9.   Market Price of and Dividends on the Registrant's Common
          Equity and Related Stockholder Matters......................   24
Item 10.  Recent Sales of Unregistered Securities.....................   24
Item 11.  Description of Registrant's Securities to Be Registered.....   25
Item 12.  Indemnification of Directors and Officers...................   26
Item 13.  Financial Statements and Supplementary Data.................   28
Item 14.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure....................................   41
Item 15.  Financial Statements and Exhibits...........................   41
SIGNATURES............................................................   43
</TABLE>

                                        i
<PAGE>   3

CAUTIONARY STATEMENT FOR "SAFE HARBOR" PURPOSES UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

     This Form 10 contains forward-looking statements regarding the Company's
and management's beliefs and expectations. As a general matter, forward-looking
statements are those focused upon future plans, objectives or performance (as
opposed to historical items) and include statements of anticipated events or
trends and expectations and beliefs relating to matters not historical in
nature. Such forward-looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the Company's control. Such
uncertainties and factors could cause the Company's actual results to differ
materially from those matters expressed in or implied by such forward-looking
statements.

     The Company believes that the factors set forth under the heading "Risk
Factors" and the following factors, among others, could affect the Company's
future performance and cause the Company's actual results to differ materially
from those expressed or implied by forward-looking statements made in this
registration statement:

     - The overall demand for cable anchoring and control hardware for
       electrical transmission and distribution lines on a worldwide basis,
       which has a slow growth rate in mature markets such as the United States,
       Canada, Japan and Western Europe;

     - The effect on the Company's business resulting from economic uncertainty
       within Asia-Pacific and Latin American regions;

     - Technology developments that affect longer-term trends for communication
       lines such as wireless communication;

     - The Company's success at continuing to develop proprietary technology to
       meet or exceed new industry performance standards and individual customer
       expectations;

     - The rate of progress in continuing to reduce costs and in modifying the
       Company's cost structure to maintain and enhance the Company's
       competitiveness;

     - The Company's success in strengthening and retaining relationships with
       the Company's customers, growing sales at targeted accounts and expanding
       geographically;

     - The extent to which the Company is successful in expanding the Company's
       product lines into new areas for inside plant;

     - The Company's ability to identify, complete and integrate acquisitions
       for profitable growth;

     - The potential impact of consolidation and deregulation among the
       Company's suppliers, competitors and customers;

     - The relative degree of competitive and customer price pressure on the
       Company's products;

     - The cost, availability and quality of raw materials required for the
       manufacture of products;

     - The effects of fluctuation in currency exchange rates upon the Company's
       reported results from international operations, together with
       non-currency risks of investing in and conducting significant operations
       in foreign countries, including those relating to political, social,
       economic and regulatory factors;

     - Changes in significant government regulations affecting environmental
       compliance;

     - The Company's ability to continue to compete with larger companies who
       have acquired a substantial number of the Company's former competitors;
       and

     - The continued limited availability of optical fiber in the marketplace
       that is used in conjunction with the Company's fiber optic products.

                                        1
<PAGE>   4

ITEM 1.  BUSINESS

BACKGROUND

     Preformed Line Products Company ("the Company") is a leading international
designer and manufacturer of products and systems employed in the construction
and maintenance of overhead and underground networks for the energy,
communications, cable (TV) provider, information (data communication) and other
similar industries. The Company's primary products support, protect, connect,
terminate and secure cables and wires. The Company also manufactures a line of
products serving the voice and data transmission markets. The Company's goal is
to continue to achieve profitable growth as a leader in the innovation,
development, manufacture and marketing of technically advanced products and
services related to energy, communications and cable systems and to take
advantage of this leadership position to sell additional quality products in
familiar markets.

     The Company serves a worldwide market through strategically located
domestic and international manufacturing facilities. Each of the Company's
domestic manufacturing facilities and many of the Company's foreign
manufacturing facilities are ISO 9001 certified. The Company's customers include
public and private energy utilities and communication companies, cable
operators, financial institutions, governmental agencies, original equipment
manufacturers, contractors and subcontractors, distributors and value-added
resellers.

     The Company's products include:

     - Formed Wire and Related Hardware Products

     - Protective Closures

     - Data Communication Interconnection Devices

     Formed Wire Products are used in the energy, communications and cable
industries to support, protect, terminate and secure both power conductor and
communication cables and to control cable dynamics (e.g., vibration). These
products are based on the principle of forming a variety of stiff wire materials
into a helical (spiral) shape. Advantages of using the Company's helical formed
wire products are that they are economical, dependable and easy to use. The
Company introduced formed wire products to the power industry over 50 years ago
and such products enjoy an almost universal acceptance in the Company's markets.
Formed wire and related hardware products accounted for 46%, 52%, and 47% of the
Company's revenues in 1998, 1999 and 2000, respectively.

     Protective Closures, including splice cases, are used to protect copper
cable or fiber optic cable from moisture, environmental hazards and other
potential contaminants. Protective closures accounted for 30%, 28% and 29% of
the Company's revenues in 1998, 1999 and 2000, respectively.

     Data Communication Interconnection Devices are products used in high-speed
data systems to connect electronic equipment. Data communication interconnection
devices accounted for 24%, 20% and 24% of the Company's revenues in 1998, 1999
and 2000, respectively.

CORPORATE HISTORY

     The Company was incorporated in Ohio in 1947 to manufacture and sell
helically shaped "armor rods," which are sets of stiff helically shaped wires
applied on an electrical conductor at the point where it is suspended or held.
Thomas F. Peterson, the Company's founder, developed and patented a unique
method to manufacture and apply these armor rods to protect electrical
conductors on overhead power lines. Over a period of years Peterson and the
Company developed, tested, patented, manufactured and marketed a variety of
helically shaped products for use by the electrical and telephone industries.

     The success of the Company's formed wire products in the United States led
to expansion abroad. The first international license agreement was established
in the mid-1950s in Canada. In the late 1950s the Company's products were being
sold through joint ventures and licensees in Canada, England, Germany, Spain and
Australia. Additionally, the Company began export operations and promoted
products into other

                                        2
<PAGE>   5

selected offshore markets. The Company continued its expansion program, bought
out most of the original licensees, and, by the mid-1990s, owned complete
operations in Australia, Brazil, Canada, Great Britain, Mexico, South Africa and
Spain and held a minority interest in two joint ventures in Japan.

     Recognizing the need for a stronger presence in the fast growing Asian
market, in 1996 the Company also formed a joint venture in China and, in 2000,
became sole owner of this venture. All of the Company's international
subsidiaries operate as independent business units with the necessary
infrastructure (manufacturing, engineering, marketing and general management) to
support local business activities. Each is staffed with local personnel at all
levels to ensure that the Company is well versed in local business practices,
cultural constraints, technical requirements and the intricacies of local client
relationships.

     In 1968, the Company expanded into the underground telecommunications field
by acquisition of the Smith Company located in California. The Smith Company had
a patented line of buried closures and pressurized splice cases. These closures
and splice cases protect copper cable openings from environmental damage and
degradation. The Company continued to build on expertise acquired through the
acquisition of the Smith Company and in 1995 introduced the highly successful
Coyote closure line of products. Nine domestic and three foreign patents have
been granted on the Coyote closure.

     In 2001, the Company introduced its new Armadillo closure, a plastic
pressurized underground, buried and aerial splice case for copper voice, data
and video cables. This new product is an alternative to the Company's stainless
steel splice case, which for over 30 years has set an industry standard for
waterproof, re-enterable underground and buried closures and aerial
applications.

     In 1993, the Company purchased the assets of Superior Modular Products
Company. Located in Asheville, North Carolina, Superior Modular Products is a
technical leader in the development and manufacture of high-speed
interconnection devices for voice, data and video applications. This acquisition
was the catalyst to expand the Company's range of communication products to
components for structuring cabling systems used inside a customer's premises.

     In 2000, the Company acquired Rack Technologies Pty., Limited,
headquartered in Sydney, Australia. Rack Technologies is a specialist
manufacturer of rack system enclosures for the communications, electronics and
securities industries. This acquisition complements and broadens the Company's
existing line of data communication products used inside a customer's premises.

     The Company's corporate headquarters is located at 660 Beta Drive, Mayfield
Village, Ohio 44143, telephone number (440) 461-5200.

                                        3
<PAGE>   6

                                  RISK FACTORS

OBSOLESCENCE; UNCERTAINTY OF MARKET ACCEPTANCE OF NEW PRODUCTS

     The energy, communications and cable operators industries are characterized
by rapid technological change. The introduction of products embodying new
technologies or the emergence of new industry standards can render existing
products or products under development obsolete or unmarketable. For example,
satellite, wireless and other communication technologies currently being
deployed may represent a threat to copper, coaxial and fiber optic-based systems
by reducing the need for wire-line networks. To date, however, the Company
believes that these technologies have not had a significant impact on the demand
for traditional wire-line network based services, and the Company anticipates
that a number of factors, including network capacity requirements, existing
investments in wire-line networks, security and long-term cost effectiveness,
will result in continued growth of wire-line networks. However, there can be no
assurance that future advances or further development of these or other new
technologies will not have a material adverse effect on the Company's business,
operating results and financial condition.

IMPORTANCE OF NEW PRODUCT DEVELOPMENT TO GROWTH

     The Company's ability to anticipate changes in technology and industry
standards and to successfully develop and introduce new products on a timely
basis will be a significant factor in the Company's ability to grow and remain
competitive. New product development often requires long-term forecasting of
market trends, development and implementation of new designs and processes and a
substantial capital commitment. The trend toward consolidation of the
communications and data communications industries may require the Company to
quickly adapt to rapidly changing market conditions and customer requirements.
Although the Company's manufacturing and marketing expertise has enabled it to
successfully develop and market new products in the past, any failure by the
Company to anticipate or respond in a cost-effective and timely manner to
technological developments or changes in industry standards or customer
requirements, or any significant delays in product development or introduction,
could have a material adverse effect on the Company's business, operating
results and financial condition.

DEPENDENCE ON THE ENERGY, COMMUNICATIONS, AND CABLE INDUSTRIES

     The Company's sales to the energy, communications and cable industries
represent a substantial portion of the Company's historical sales and are
expected to continue to do so for the foreseeable future. Demand for products to
these industries depends primarily on capital spending by customers for
constructing, rebuilding, maintaining or upgrading their systems. The amount of
capital spending and, therefore, the Company's sales and profitability are
affected by a variety of factors, including general economic conditions, access
by customers to financing, government regulation, demand for energy and cable
services and technological developments in the broadband communications
industry. In addition, deregulation, consolidation and market factors in these
sectors have caused some of the Company's customers and potential customers to
experience financial difficulties. As a result some may not continue as going
concerns, which could have a material adverse effect on the Company's business,
operating results and financial condition. Consolidation and deregulation
present the additional risk to the Company that combined or deregulated
customers will continue supply relationships with a source other than the
Company. It may also increase the pressure on suppliers, such as the Company, to
sell products at lower prices.

PRICE FLUCTUATIONS OF RAW MATERIALS

     The Company's cost of sales may be materially adversely affected by
increases in the market prices of the raw materials used in the Company's
manufacturing processes. There can be no assurance that price increases in raw
materials can be passed on to the Company's customers through increases in
product prices.

                                        4
<PAGE>   7

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

     International sales account for a substantial portion of the Company's net
sales and profits and the Company expects that international sales may increase
as a percentage of sales in the future. Due to its international sales, the
Company is subject to the risks of conducting business internationally,
including unexpected changes in, or impositions of, legislative or regulatory
requirements, fluctuations in the U.S. dollar which could materially adversely
affect U.S. dollar revenues or operating expenses, tariffs and other barriers
and restrictions, potentially longer payment cycles, greater difficulty in
accounts receivable collection, potentially adverse taxes and the burdens of
complying with a variety of international laws and communications standards. The
Company is also subject to general geopolitical risks, such as political and
economic instability and changes in diplomatic and trade relationships, in
connection with its international operations. There can be no assurance that
these risks of conducting business internationally will not have a material
adverse effect on the Company's business, operating results and financial
condition.

RISKS ASSOCIATED WITH ACQUISITIONS

     A portion of the Company's growth in sales and earnings has been generated
from acquisitions. The Company expects to continue a strategy of identifying and
acquiring businesses with complementary products. In connection with this
strategy, the Company faces certain risks and uncertainties relating to
acquisitions. The factors affecting this exposure are in addition to the risks
faced in the Company's day-to-day operations. Acquisitions involve a number of
special risks, including the risks pertaining to integrating acquired
businesses. In addition, the Company may incur debt to finance future
acquisitions, and the Company may issue securities in connection with future
acquisitions that may dilute the holdings of current and future shareholders.
Covenant restrictions relating to such indebtedness could restrict the Company's
ability to pay dividends, fund capital expenditures, consummate additional
acquisitions and significantly increase the Company's interest expense. Any
failure to successfully complete acquisitions or to successfully integrate such
strategic acquisitions could have a material adverse effect on the Company's
business, operating results and financial condition.

COMPETITION

     The markets in which the Company operates are highly competitive. Further,
in connection with the anticipated growth in the communications industry, the
level and intensity of competition may increase in the future. The Company's
competitors in the data communications market are larger companies with
significant influence over the distribution network. The product lines within
this market have thin profit margins. Success in this product line depends upon
the Company's ability to increase volume and reduce the cost structure. There
can be no assurance that the Company will be able to compete successfully
against its competitors, many of which may have access to greater financial
resources than the Company. In addition, the pace of technological development
in the data communications market is rapid and the Company can not assure that
these advances (wireless networking, fiber optic network infrastructure, etc.)
will not adversely affect the Company's ability to compete in this market.

CONTROL BY PRINCIPAL SHAREHOLDERS

     The Company's officers and directors as a group own or control
approximately 55% of the Company's issued and outstanding Common Shares. As a
result of such ownership, the officers and directors as a group will be able to
elect all of the directors of the Company and to control the Company's affairs.
See "Security Ownership of Certain Beneficial Owners."

DEPENDENCE ON KEY PERSONNEL

     The future success of the Company depends in part on its ability to attract
and retain key executive, engineering, marketing and sales personnel.
Competition for qualified personnel is intense, and the loss of certain key
personnel could have a material adverse effect on the Company's business,
operating results and financial condition.

                                        5
<PAGE>   8

ENVIRONMENTAL MATTERS

     The Company is subject to a wide variety of federal, state and local
environmental laws and regulations and uses a limited number of chemicals that
are classified as hazardous or similar substances. Although management believes
that the Company's operations are in compliance in all material respects with
current environmental laws and regulations, the Company's failure to comply with
such laws and regulations could have a material adverse effect on the Company's
business, operating results and financial condition.

VOLATILITY OF STOCK PRICE

     The market price of shares of the Company's Common Shares may be highly
volatile. Factors such as announcements of technological innovations or new
products by the Company or its competitors, developments in patent or other
proprietary rights by the Company or its competitors, litigation, fluctuations
in the Company's operating results, market conditions for emerging growth stocks
or communications industry stocks in general, regulatory developments affecting
the communications and energy industries, and other factors outside the control
of the Company could have a significant impact on the future price of the Common
Shares.

BUSINESS

     The demand for the Company's products comes primarily from new, maintenance
and repair construction for energy, communication and data communication
customers. Over the past several years a significant portion of the Company's
growth has been generated by customers of the Company's power transmission and
fiber optic products. Maintenance construction by the Company's customers uses
many of the Company's products, including formed wire products, to revitalize
the aging outside plant infrastructure. Many of the Company's products are used
on a proactive basis by the Company's customers to reduce and prevent lost
revenue because a single malfunctioning line could cause the loss of thousands
of dollars per hour for a power or communication customer. A malfunctioning
fiber cable could also result in substantial revenue loss. Repair construction
by the Company's customers generally occurs in the case of emergency or natural
disasters, such as hurricanes, tornadoes, earthquakes, floods or ice storms.
Under these circumstances, the Company provides 24-hour service to get the
repair products to customers as quickly as possible.

     The Company has adapted the formed wire products' helical technology for
use in a wide variety of fiber optic cable applications that have special
requirements. The Company's formed wire products are uniquely qualified for
these applications due to the gentle gripping over a greater length of the fiber
cable. This is an advantage over traditional pole line hardware clamps that
compress the cable to the point of possible fatigue and optical signal
deterioration.

     The Company's protective closures and splice cases are used to protect
cable from moisture, environmental hazards and other potential contaminants. The
Company's splice case is an easily re-enterable closure that allows utility
maintenance workers access to the cable splice closure to repair or add
communications services. Over the years, the Company has made many significant
improvements in the splice case that have greatly increased its versatility and
application in the market place. The Company also designs and markets custom
splice cases to satisfy specific customer requirements. This has allowed the
Company to remain a strong partner with several primary customers and has earned
the Company the reputation as a responsive and reliable supplier.

     In the early 1980s, fiber optic cable was first deployed in the outside
plant environment. Through fiber optic technologies, a much greater amount of
both voice and data communication could be transmitted reliably. In addition,
this technology solved the cable congestion problem that the large count copper
cable was causing in underground, buried and aerial applications. The Company
developed and adapted copper closures for use in the emerging fiber optic world.
In the late 1980s, the Company developed a series of splice cases designed
specifically for fiber application. In the mid-1990s, the Company developed its
plastic Coyote closure. The Coyote closure is an example of the Company
developing a new line of proprietary products to meet the changing needs of its
customers.

                                        6
<PAGE>   9

     The Company also designs and manufactures data communication interconnect
devices and enclosures for data communications networks, offering a
comprehensive line of copper and fiber optic cross-connect systems. The product
line offers a comprehensive network system within a building or premise.

MARKETS

     The Company markets its products to the energy, communications, cable
provider and information (data communication) industries. While rapid changes in
technology have blurred the distinctions between telephone, cable, and data
communication, the energy industry is clearly separate. The Company's role in
the energy industry is to supply formed wire products and related hardware used
with the electrical conductors, cables and wires that transfer power from the
generating facility to the ultimate user of that power. Formed wire products are
used to support, protect, terminate and secure both power conductor and
communication cables and to control cable dynamics.

     Electric Utilities -- Transmission.  The electric transmission grid is the
interconnected network of high voltage aluminum conductors used to transport
large blocks of electric power from generating facilities to distribution
networks. Currently, there are three major power grids in the United States: the
Eastern Interconnect, the Western Interconnect and the Texas Interconnect.
Virtually all electrical energy utilities are connected with at least one other
utility by one of these major grids. The Company believes that the transmission
grid has been neglected throughout much of the United States for more than a
decade. Additionally, because of deregulation, many electric utilities have
turned this responsibility over to Independent System Operators (ISOs), who have
also been slow to add transmission lines. With demand for power now exceeding
supply in some areas like California, the need for the movement of bulk power
from the energy-rich states to the energy-deficient areas means that new
transmission lines will likely be built and many existing lines will likely be
refurbished. In addition, consolidations are also driving the demand for new
transmission lines, because merged utilities need to tie their systems together.
The Company believes that this will generate growth for the Company's products
in this market over at least the next several years. In addition, construction
of international transmission grids is occurring in all regions of the world,
including North America.

     Electric Utilities -- Distribution.  The distribution market includes those
utilities that distribute power from a substation where voltage is reduced to
levels appropriate for the consumer. Unlike the transmission market in this era
of deregulation, distribution is still handled primarily by local electric
utilities. These utilities are motivated to reduce cost in order to maintain and
enhance their profitability. The Company believes that its growth in the
distribution market will be achieved primarily as a result of incremental gains
in market share driven by emphasizing the Company's quality products and service
over price. Internationally, in the developing regions there is increasing
political pressure to extend the availability of electricity to additional
populations. To address this demand, the electricity network providers continue
to expand through increased construction and investment.

     Communication and Cable.  The communications and cable industries continue
the rapid evolution and expansion they have been experiencing for a number of
years, both domestically and worldwide. Major developments, including the
Internet and other high-speed data communications technologies, ongoing
convergence between the cable and communications industries, and demand for
enhanced communications services, have led to a changing regulatory and
competitive environment in many markets throughout the world. The deployment of
new networks or improvements to existing networks for advanced applications is a
national priority for many countries, permitting them to participate and compete
in the rapidly emerging information-based global economy.

     To meet today's demands and anticipating future demand, cable operators,
local communications operators and power utilities are building, rebuilding or
upgrading signal delivery networks around the world. These networks are designed
to deliver video and voice transmissions and provide Internet connectivity to
individual residences and businesses. Operators deploy a variety of network
technologies and architectures, to carry broadband and narrowband signals.

                                        7
<PAGE>   10

     These architectures are constructed of electronic hardware connected via
coaxial cables, copper wires or optic fibers. The Company manufactures closures
that these industries use when they require connections or splice housings in a
secure, protective closure and cable management connectivity systems.

     As critical components of the outdoor infrastructure, closures provide
protection against weather and vandalism and permit ready access to devices for
technicians who maintain and manage the system. Cable operators and local
telephone network operators place great reliance on manufacturers of protective
closures because any material damage to the signal delivery networks is likely
to disrupt communications services. In addition to closures, the Company
supplies the communication and cable industry with its formed wire products to
hold, support, protect and terminate the copper wires and cables and the fiber
optic cables used by that industry to transfer voice or data signals.

     Due to the growing demand for communication bandwidth, the industry is
finding new technological methods to increase the usage of copper-based plant
through high-speed digital subscriber lines (DSLs). The primary driver of this
increase is the Internet and data-related communications. This is also
contributing to the increased deployment of fiber and coaxial cable in all areas
of the communication industry. The Company has been actively pursuing the
development of products for the communication operating companies, the Inter-
Exchange Carriers (IXCs), and the Competitive Local Exchange Carriers (CLECs),
as well as cable operator companies.

     Fiber Optic Hardware.  Companies seeking to serve the burgeoning Internet
needs of their customers are providing substantially increased access speed by
installing fiber optic cable onto all types of utility poles and rights-of-way
including those used by energy and communication companies. Customers serving
the Internet represent an opportunity for the Company to increase its sales of
helical formed wire products specifically designed for fiber applications.

     Data Communication.  The data communication market is being driven by the
continual demand for increased bandwidth. Growing Internet Service Providers
(ISPs), construction in Wide Area Networks (WANs) and demand for data
communication in the workplace are all key elements to the increased demand for
the connecting devices made by the Company. This market will be increasingly
focused on the systems that provide the highest speed and highest quality
signal, such as fiber optic and copper networks. The Company's connecting
devices are sold to a number of categories of customers including (i) original
equipment manufacturers (OEMs), which use the Company's "patch panels" to make
their electronic components, (ii) ISPs, (iii) large companies and organizations
which have their own LAN (local area network) for data communication, and (iv)
national and international distributors of electronic products for use in the
above markets.

     Other Markets.  The Company's formed wire products can also be used in
other industries which require a method of securing or terminating cables,
including the metal building and tower and antenna industries, the arborist
industry, and various applications within the marine systems industry. Products
other than formed wire products are also marketed to other industries. For
example, the Company's urethane capabilities allow it to market products to the
light rail industry, while plastic processes are utilized to manufacture
products for the toy industry. The Company continues to explore new and
innovative uses of its manufacturing capabilities; however, these markets remain
a small portion of overall consolidated sales.

FOREIGN OPERATIONS

     Except for geography, the foreign business segment of the Company is
essentially the same as its domestic business. It manufactures in its foreign
plants the same types of products as are sold domestically, it sells to the same
types of customers and faces the same types of competition (and in some cases
the same competitors). Sources of supply of raw materials are not significantly
different internationally. See Note J to the Consolidated Financial Statements
for information relating to certain foreign and domestic financial data of the
Company.

     While a number of the Company's foreign plants are in developed countries,
the Company believes it has strong market opportunities in developing countries
such as Brazil and Mexico and, in particular, China,

                                        8
<PAGE>   11

where the need for the transmission and distribution of electrical power is
significant. The Company is now serving the Far East market, other than China
and Japan, primarily from Australia. In addition, as the need arises, the
Company is prepared to establish new manufacturing facilities abroad. For
example, in January 2001 the Company moved its Mexican manufacturing operations
from a leased facility in Mexico City, Mexico to a newly constructed facility in
Queretaro, Mexico.

SALES AND MARKETING

     Nationally and internationally, the Company markets its products through a
direct sales force and manufacturer's representatives. The latter are
independent organizations that represent the Company as well as other
complementary product lines. These organizations are paid a commission based on
the sales amount. The direct sales force is employed by the Company and works
with the manufacturer's representatives as well as key direct accounts and
distributors, who also buy and resell the Company's products.

RESEARCH AND DEVELOPMENT

     The Company is committed to providing technical leadership through
scientific research and product development in order to continue to expand the
Company's position as a supplier to the communications and power industries.
Research is conducted on a continuous basis using internal experience in
conjunction with outside professional expertise to develop state-of-the-art
materials for all of the Company's products that capitalize on cost-efficiency
while offering exacting mechanical performance that meets or exceeds industry
standards. The Company's research and development activities have resulted in
numerous patents being issued to the Company (see "Patents" below).

     Early in its history the Company recognized the need to understand the
performance of its products and the needs of its customers. To that end, the
Company developed its own Research and Engineering Center in Cleveland, Ohio.
Using the Research and Engineering Center, engineers and technicians could
simulate a wide range of external conditions encountered by the Company's
products to ensure quality, durability and performance. The work performed in
the Research and Engineering Center included advanced studies and
experimentation with various forms of vibration. This work has contributed
significantly to the collective knowledge base of the industries the Company
serves and is the subject matter of many papers and seminars presented to these
industries. The Company also developed the industry's first mobile testing
laboratory, the Dynalab, to monitor the phenomena affecting overhead conductor,
wire and cable, allowing the Company's sales representatives to work directly
with customers in the field for training, problem identification and problem
solving.

     In 1979, the Company relocated and expanded its Research and Engineering
Center as a 29,000-square-foot addition to its World Headquarters in Mayfield
Village, Ohio. The Company believes that this facility is one of the most
sophisticated in the world in its specialized field. The expanded Research and
Engineering Center also has an advanced prototyping technology machine on-site
to develop models of new designs where intricate part details are studied prior
to the construction of expensive production tooling. Today, the Company's
reputation for vibration testing, tensile testing, fiber optic cable testing,
environmental testing, field vibration monitoring and third-party contract
testing is a major asset. In addition to testing, the work done at the Company's
Research and Engineering Center continues to fuel product development efforts.
For example, the Company estimates that approximately 15% to 20% of 2000
revenues were attributed to products developed by the Company in the past five
years. In addition, the Company's position in the industry is further reinforced
by its long-standing leadership role in many key international technical
organizations including IEEE (Institute of Electrical and Electronics
Engineers), CIGRE (Counsiel Internationale des Grands Reseaux Electriques a
Haute Tension), and IEC (International Electromechanical Commission). These
organizations are charged with the responsibility of establishing industrywide
specifications and performance criteria. See Note A to the Consolidated
Financial Statements for information relating to the Company's research and
engineering expenses in 1998, 1999 and 2000.

                                        9
<PAGE>   12

PATENTS

     The Company applies for patents in the United States and other countries,
as appropriate, to protect its significant patentable developments. As of March
1, 2001, the Company had in force 37 U.S. patents and 40 foreign patents in 10
countries and had pending three U.S. patent applications and one foreign
application. While such domestic and foreign patents expire from time to time,
the Company continues to apply for and obtain patent protection on a regular
basis. Patents held by the Company in the aggregate are of material importance
in the operation of the Company's business. The Company, however, does not
believe that any single patent, or group of related patents, is essential to the
Company's business as a whole or of any of its businesses. Additionally, the
Company owns and uses a substantial body of proprietary information and numerous
trademarks. The Company relies on nondisclosure agreements to protect trade
secrets and other proprietary data and technology. As of March 1, 2001, the
Company had obtained U.S. registration on 26 trademarks and four trademark
applications remained pending. Foreign registrations amounted to 146
registrations in 41 countries, with 26 pending foreign registrations.

     In the normal course of business, the Company from time to time makes and
receives inquiries with regard to possible patent and trademark infringement.
The Company believes that it is unlikely that the outcome of these inquiries
will have a material adverse effect on the Company's financial position.

COMPETITION

     All of the markets that the Company serves are highly competitive. In each
market the principal methods of competition are price, performance, and service.
The Company believes, however, that several factors (described below) provide
the Company with a competitive advantage.

     - The Company has a strong and stable workforce. This consistent and
       continuous knowledge base has afforded the Company the ability to provide
       superior service to the Company's customers and representatives.

     - The Company's Research and Engineering Center maintains a strong
       technical support function to develop unique solutions to customer
       problems.

     - The Company is vertically integrated both in manufacturing and
       distribution, continually upgrading equipment and increasing warehouse
       space.

     - The Company enjoys a reputation with the Company's customers as a
       responsive and reliable supplier. For example, in each of the last 10
       years Verizon Logistics (formally known as GTE Supply, Inc.) has awarded
       the Company a "Quality Award of Excellence" and last year the Company was
       one of only two vendors that received "A Decade of Excellence" award.
       Verizon also awarded the Company "Best in Class" for Outside Plant
       Products.

     - The Company is sensitive to the marketplace and provides an extra measure
       of service in cases of emergency, storm damage and other rush situations.
       This high level of customer service and customer responsiveness has
       become a hallmark of the Company.

     Domestically, there are two competitors for formed wire products. Although
it has other competitors in many of the countries where it has plants, the
Company has leveraged its expertise and is very strong in the global market. The
Company believes that it is the world's largest manufacturer of formed wire
products. However, the Company's formed wire products compete against other pole
line hardware products manufactured by other companies.

     Minnesota Manufacturing and Mining Company ("3M") is the primary domestic
competitor of the Company for pressurized copper closures. The Company believes
that 3M's market share for pressurized closures exceeds that of the Company. The
Company believes its market share exceeds 30%. Internationally, with the
exception of Canada, the Company is just beginning to enter the closure market.
The fiber optic closure market is one of the most competitive product areas for
the Company, with the Company competing against, among others, Tyco
International Ltd. and 3M. There are a number of primary competitors and

                                        10
<PAGE>   13

several smaller niche competitors that compete at all levels in the marketplace.
The Company believes that it is one of four leading suppliers of fiber optic
closures.

     The Company's data communication competitors range from assemblers of low
cost, low quality components, to well-established multinational corporations.
This market is growing worldwide and competition continues to expand to meet
this demand. The Company's competitive strength is its technological leadership
and worldwide presence. Additionally, the Company provides product to its
licensees and other companies on a privately branded basis. Patented technology
developed by the Company is currently licensed to many of the largest
competitors. Low-cost Asian competitors, however, keep pressure on prices and
are expected to continue to do so.

SOURCES AND AVAILABILITY OF RAW MATERIALS

     The principal raw materials used by the Company are galvanized wire,
stainless steel, aluminized steel wire, aluminum re-draw rod, plastic
(polyethylene and PVC) resins, glass-filled plastic compounds, neoprene rubbers
and aluminum ingots. The Company also uses certain other materials such as
fasteners, packaging materials and communications cable. The Company believes
that it has adequate sources of supply for the raw materials used in its
manufacturing processes and it regularly attempts to develop and maintain
sources of supply in order to extend availability and encourage competitive
pricing of these products.

     Most plastic resins are purchased under annual contracts to stabilize costs
and improve delivery performance. Neoprene rubber is purchased from a single
supplier with numerous plants in North America, using the Company's formulation.
Aluminized steel wire and aluminum re-draw rod are purchased in standard stock
diameters and coils under annual contracts available from a number of reliable
suppliers. Rolled stainless steel is purchased under annual contracts.
Glass-filled plastic compound is purchased under a blanket contract with one
supplier having multiple facilities.

     The Company also relies on certain other manufacturers to supply products
that complement the Company's product lines, such as aluminum and ferrous
castings, fiber optic cable and connectors, circuit boards and various metal
racks and cabinets. The Company believes there are multiple sources of supply
for these products.

     There have been no shortages in materials that have had a material adverse
effect on the business, and none are expected.

SEASONALITY

     The Company markets products that are used by utility maintenance and
construction crews worldwide. The products are marketed through distributors and
directly to end users, who maintain stock to ensure adequate supply for their
customers and construction crews. As a result, the Company does not have wide
variation in sales from quarter to quarter.

ENVIRONMENTAL

     The Company is subject to extensive and changing federal, state, and local
environmental laws, including laws and regulations that (i) relate to air and
water quality, (ii) impose limitations on the discharge of pollutants into the
environment, (iii) establish standards for the treatment, storage and disposal
of toxic and hazardous waste, and (iv) require proper storage, handling,
packaging, labeling, and transporting of products and components classified as
hazardous materials. Stringent fines and penalties may be imposed for
noncompliance with these environmental laws. In addition, environmental laws
could impose liability for costs associated with investigating and remediating
contamination at the Company's facilities or at third-party facilities at which
the Company has arranged for the disposal treatment of hazardous materials.

     Although no assurances can be given, the Company believes that the Company
and its operations are in compliance in all material respects with all
applicable environmental laws and the Company is not aware of any noncompliance
or obligation to investigate or remediate contamination that could reasonably be
expected to result in a material liability. The environmental laws continue to
be amended and revised to impose stricter
                                        11
<PAGE>   14

obligations, and compliance with future additional environmental requirements
could necessitate capital outlays. However, the Company does not believe that
these expenditures should ultimately result in a material adverse effect on its
financial position or results of operations. The Company cannot predict the
precise effect such future requirements, if enacted, would have on the Company,
although the Company believes that such regulations would be enacted over time
and would affect the industry as a whole.

EMPLOYEES

     At March 31, 2001, the Company and its consolidated subsidiaries had 1,857
employees. Approximately 51% of the Company's employees are located in the
United States.

ITEM 2.  FINANCIAL INFORMATION

                            SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31
                                      --------------------------------------------------------
                                        2000        1999        1998        1997        1996
                                      --------    --------    --------    --------    --------
                                            THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA
<S>                                   <C>         <C>         <C>         <C>         <C>
NET SALES AND INCOME
Net sales...........................  $207,332    $195,245    $216,244    $204,644    $184,778
Operating income....................    17,370      12,743      24,993      23,694      22,954
Income before income taxes..........    17,135      14,729      28,464      27,060      22,340
Net income..........................    11,051      10,201      19,006      17,796      15,245
Net income to net sales.............       5.3%        5.2%        8.8%        8.7%        8.3%
PER SHARE AMOUNTS*
Net income..........................  $   1.91    $   1.71    $   3.10    $   2.90    $   2.48
Dividends declared..................      0.60        0.60       0.575        0.50       0.485
Shareholders' equity................     21.47       20.45       19.91       17.78       15.88
OTHER FINANCIAL INFORMATION
Current assets......................  $ 87,783    $ 84,531    $ 84,250    $ 75,217    $ 65,610
Total assets........................   170,611     159,664     157,717     144,821     133,451
Current liabilities.................    26,244      24,790      24,002      21,711      20,961
Long-term Debt......................    20,160      14,507      11,110      13,077      15,102
Shareholders' equity................   123,856     119,194     121,776     109,079      97,388
</TABLE>

- - ---------------
* Reflects adjustment for two-for-one stock split effected in the form of a 100%
  stock dividend on June 10, 1998.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

     In 2000, domestic operations comprised 60% of the Company's consolidated
sales and 28% of operating income. Domestic operating income was 3.8% of
domestic sales while foreign operating income was 15.4% of foreign sales in
2000. Operating income as a percentage of sales is lower for domestic operations
because gross profits on the domestic data communication product line are lower
and a higher percentage of domestic sales are subject to sales commissions. This
discussion and analysis of the Company's results of operations and financial
condition is generally focused on the Company as a whole because the Company
believes this presentation provides the most appropriate understanding of the
Company's business. Note J to the Consolidated Financial Statements contains a
description of the Company's operations and related financial disclosure for
domestic and foreign operations.

     In April 2000, the Company acquired the assets of Rack Technologies, an
Australian manufacturer of rack system enclosures and accessories for the
communications, electronics and security industries, to expand and complement
the Company's communications product lines. In addition, in order to focus the
Company's attention on more profitable product lines, in February 2000 the
Company disposed of its foundry business

                                        12
<PAGE>   15

located in Alabama. Sales associated with Rack Technologies of $4.1 million in
2000 approximately offset the $4.7 million decrease in sales resulting from the
divestiture of the Company's foundry business. However, the gross profit of Rack
Technologies is $3.2 million better than the gross profit previously realized on
sales of products from the foundry business. General and administrative expenses
of the two operations approximately offset each other.

2000 RESULTS OF OPERATIONS COMPARED TO 1999

     In 2000, consolidated revenues were $207.3 million, an increase of $12.1
million, or 6%, over 1999. The impact of volume and price (including mix) were
favorable in the domestic market in 2000 and the increase in foreign sales was
primarily volume-driven. In 2000, the relatively stronger dollar had a negative
impact on sales of $3.3 million when foreign sales were converted from foreign
currency to U.S. dollars.

     Gross profit improved $5.4 million, or 8%, in 2000 compared to 1999 on a
sales increase of 6%. This increase was equally attributable to (i) the
elimination of the foundry business that carried a negative gross profit, (ii)
the additional sales volume associated with Rack Technologies, and (iii) the
increase in sales throughout the world. The stronger dollar resulted in $1.0
million lower gross profit when international operations were translated from
foreign currencies to U.S. dollars. As a result of the above, gross profit as a
percent of sales improved from 32.6% in 1999 to 33.3% in 2000. Downward pressure
on prices in the data communications market will make it difficult to maintain a
similar percentage profit level in 2001.

     Costs and expenses of $51.6 million in 2000 represents a modest increase of
$.7 million, or slightly more than 1%, from the $50.9 million incurred in 1999.
The stronger dollar resulted in a decrease in costs and expenses of $.6 million
and expenses associated with the foundry business eliminated $1 million of costs
and expenses. These two items reduced cost and expenses by 3% compared to 1999.
Partially offsetting these decreases in expenses was $1 million of costs and
expenses of Rack Technologies following the acquisition of its assets. The
Company expects costs and expenses to increase at a more significant rate in
2001. Selling expenses associated with introducing data communications products
in the international markets may increase expenses up to $2 million.

     Operating income for 2000 increased $4.6 million, or 36%, compared to 1999.
This increase was a result of the 8% increase in gross profit while costs and
expenses were relatively flat.

     Total other income of $2 million in 1999 decreased by $2.2 million
resulting in total other expense of $.2 million in 2000. This decrease is
comprised primarily of $.6 million lower equity earnings resulting from the
depressed markets in Japan, higher interest expense of $.5 million from
increased debt as discussed under the caption "Working Capital, Liquidity and
Capital Resources" and a $.9 million write-down of the carrying value of a
partnership investment, included in the category other income (expense) -- net,
to fair value.

     In 2000, income before income taxes increased $2.4 million compared to 1999
as a result of the $4.6 million increase in operating income offset by the
decrease in other income of $2.2 million.

     The effective tax rate in 2000 was 35.5% compared to 30.7% in 1999. This
difference is primarily the result of the write-down in the partnership
investment which is not deductible for tax purposes and higher taxes in Canada
as a result of the full utilization of tax credits in 1999. See Note F to the
Consolidated Financial Statements for further discussion of the differences
between the statutory tax rate and the effective tax rate.

     Overall, 2000 net income increased $.9 million, or 8%, from 1999. Earnings
per share were $1.91 in 2000 compared to $1.71 in 1999. The write-down of the
partnership investment reduced earnings per share from $2.06 to $1.91 in 2000.

1999 RESULTS OF OPERATIONS COMPARED TO 1998

     In 1999, consolidated sales were $195.2 million, which was a decrease of
$21.0 million, or 10%, from 1998. At the end of 1998, Lucent, a customer of the
Company's data communications products, decided to manufacture product in-house
that was previously purchased from the Company. This resulted in a decrease

                                        13
<PAGE>   16

in domestic sales of $17.6 million as compared to 1998 and represents a
permanent reduction in sales. Domestic sales, excluding the impact of the loss
of the Lucent sales, increased $1.8 million. In January 1999 there was a
devaluation of the currency in Brazil. This devaluation resulted in a decrease
in sales of $7.2 million in 1999 after converting financial statements
denominated in foreign currency to dollars as compared to 1998. Excluding the
impact of this devaluation, Brazil's sales would have increased by $2.1 million.
Sales throughout the rest of the foreign operations were flat when taken as a
whole.

     Gross profit in 1999 decreased $13.5 million, or 18%, compared to 1998. The
decrease in sales to Lucent accounts for $6.3 million of this decrease. The
remaining decrease is primarily attributable to the Company's activities in
Brazil, lower export sales to Venezuela, higher manufacturing costs at the
Alabama foundry, and increased depreciation expense related to additional
manufacturing equipment for converting the outsourcing of raw materials to
in-house production.

     In 1999, costs and expenses were $50.9 million, a decrease of $1.3 million,
or 2%, from the $52.2 million incurred in 1998. This decrease is entirely
related to the devaluation in Brazil.

     The decrease in gross profit of $13.5 million combined with the reduction
in costs and expenses of $1.3 million resulted in a decrease in operating income
of $12.2 million.

     Other income -- net decreased from $3.0 million in 1998 to $1.4 million in
1999. The prior year amount included a gain on the sale of a plant of $1.2
million.

     Income before income taxes decreased $13.7 million in 1999 as compared to
1998, primarily as a result of the decrease in gross profit.

     Income taxes decreased $4.9 million in 1999 as compared to 1998 as a result
of the lower income. Earnings per share were $1.71 in 1999 compared to $3.10 in
1998.

WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash flows for the years 1998 through 2000 are presented in
the Company's statements of consolidated cash flows. Net cash provided by
operating activities increased $8.1 million, or 53%, in 2000 compared to 1999.
This increase was primarily a result of a reduction in working capital during
2000, compared to an increase in 1999. The reduction in working capital was a
result of the implementation of an initiative to reduce the rate of growth in
inventory levels during 2000.

     Capital expenditures were $14.4 million in 2000, an increase of $1.3
million from 1999. The Company estimates that capital expenditures will be
slightly lower in 2001. During 2000 the Company acquired the assets of Rack
Technologies for $5.3 million and acquired 100% of the Company's subsidiary in
China by purchasing the minority partner's 20% interest. Under the terms of the
Rack Technologies acquisition, the Company is obligated to make additional
payments based upon a percentage of future profits earned by the ongoing
operation for the years 2000 and 2001. The payments will be recorded as goodwill
and amortized over the remaining life of the original goodwill. The Company will
make a payment of $.8 million in 2001 for the year ended December 31, 2000 and
anticipates making a payment of approximately $.8 million in 2002 for the year
ended December 31, 2001.

     The above acquisitions were financed primarily with borrowings of $3.0
million. During 1999, the Company began an active share repurchase program
spending $5.5 million on repurchases for the year. During 2000 amounts expended
on the repurchase program was reduced to $.9 million in an effort to conserve
cash to finance potential future acquisitions. The Company expects that share
repurchases will decrease further in 2001.

     In 2000, cash generated from operating activities of $23.5 million combined
with an increase in net borrowings of $3.0 million and $1.9 million from the
sale of the Alabama foundry business was used for capital expenditures of $14.4
million, acquisitions of $5.7 million, payment of dividends of $3.5 million and
stock repurchases of $.9 million. This activity resulted in positive cash flows
of $3.9 million during 2000. After decreasing cash by $1.3 million for
fluctuations in exchange rates, cash and cash equivalents increased $2.6 million
in 2000 compared to 1999.
                                        14
<PAGE>   17

     The Company's financial position remains strong with a ratio of current
assets to current liabilities of 3.3:1 at December 31, 2000 and 3.4:1 at
December 31, 1999 and working capital of $61.5 million at December 31, 2000. The
Company's unused balance under its credit facilities at December 31, 2000 was
$22.6 million. The Company's long-term debt to equity ratio was only 16% at
December 31, 2000. The Company believes that its existing credit facilities,
internally generated funds and ability to obtain additional financing, if
desired, will be sufficient to meet the Company's growth and operating needs for
at least the next 12 months.

NEW ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities. This statement, along with its amendments SFAS No. 137 and
SFAS No. 138, will become effective for the Company for fiscal year 2001. The
Company has evaluated the effects of these Statements on its accounting and
reporting policies, and the adoption of the Statement will not have a material
impact on the Company's consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company operates manufacturing facilities and offices around the world
and uses fixed and floating rate debt to finance the Company's global
operations. As a result, the Company is subject to business risks inherent in
non-U.S. activities, including political and economic uncertainty, import and
export limitations and market risk related to changes in interest rates and
foreign currency exchange rates. The Company believes the political and economic
risks related to the Company's foreign operations are mitigated due to the
stability of the countries in which the Company's largest foreign operations are
located. Currently the Company does not use derivative financial instruments
such as interest rate swaps or foreign currency forward exchange contracts to
manage the Company's market risks nor does the Company hold derivatives for
trading purposes.

     The Company is exposed to market risk including changes in interest rates.
The Company is subject to interest rate risk on its variable rate revolving
credit facility, which consisted of borrowings of $17.4 million at December 31,
2000. A 100 basis point increase in the interest rate would have resulted in an
increase in interest expense of approximately $200,000 for the year ended
December 31, 2000.

     The Company's primary currency rate exposures are to foreign denominated
debt, intercompany debt and cash and short-term investments. The calculation of
potential loss in fair values is based on an immediate change in the U.S. dollar
equivalent balances of the Company's currency exposures due to a 10% shift in
exchange rates. The potential loss in income before tax is based on the change
over a one-year period resulting from an immediate 10% change in currency
exchange rates. A hypothetical 10% change in currency exchange rates would have
a favorable/unfavorable impact on fair values of $1.9 million and income before
tax of $1 million.

ITEM 3.  PROPERTIES

     The Company currently owns or leases 16 facilities, which together contain
approximately 1.5 million square feet of manufacturing, warehouse, research and
development, sales and office space worldwide. Most of the Company's
international facilities contain space for offices, research and engineering
(R&E), warehousing

                                        15
<PAGE>   18

and manufacturing with manufacturing using a majority of the space. The
following table provides information regarding the Company's facilities:

<TABLE>
<CAPTION>
LOCATION                                                USE                OWNED/LEASED   SQUARE FEET
- - --------                                                ---                ------------   -----------
<C>  <S>                                  <C>                              <C>            <C>
 1.  Mayfield Village, Ohio.............  Corporate Headquarters               Owned         62,000
                                          Research and Engineering Center
 2.  Rogers, Arkansas...................  Manufacturing                        Owned        310,000
                                          Warehouse
                                          Office
 3.  Melbourne, Florida.................  Manufacturing                       Leased         21,000
                                          R&E
                                          Office
 4.  Albemarle, North Carolina..........  Manufacturing                        Owned        261,000
                                          Warehouse
                                          Office
 5.  Asheville, North Carolina..........  Manufacturing                        Owned         46,300
                                          R&E                                 Leased         34,250
                                          Warehouse
                                          Office
 6.  Sydney, Australia..................  Manufacturing                       Leased         17,200
                                          R&E
                                          Warehouse
                                          Office
 7.  Sydney, Australia..................  Manufacturing                        Owned         90,950
                                          R&E
                                          Warehouse
                                          Office
 8.  Sao Paulo, Brazil..................  Manufacturing                        Owned        146,250
                                          R&E
                                          Warehouse
                                          Office
 9.  Cambridge, Ontario, Canada.........  Manufacturing                        Owned         70,450
                                          Warehouse
                                          Office
10.  Andover, Hampshire, England........  Manufacturing                        Owned        115,900
                                          R&E
                                          Warehouse
                                          Office
11.  Queretaro, Mexico..................  Manufacturing                        Owned         50,000
                                          Warehouse
                                          Office
12.  Pietermaritzburg, South Africa.....  Manufacturing                        Owned         74,200
                                          R&E
                                          Warehouse
                                          Office
13.  Sevilla, Spain.....................  Manufacturing                        Owned         70,000
                                          R&E
                                          Warehouse
                                          Office
14.  Beijing, China.....................  Manufacturing                        Owned         37,700
                                          Warehouse
                                          Office
15.  Lower Hutt, New Zealand............  Manufacturing                       Leased         10,350
                                          Warehouse
                                          Office
16.  Glenrothes Fife, Scotland..........  Manufacturing                       Leased         30,000
                                          Warehouse
                                          Office
</TABLE>

                                        16
<PAGE>   19

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows the amount of the Company's Common Shares
beneficially owned as of March 30, 2001 by (a) the Company's directors, (b) each
other person known by the Company to own beneficially more than 5% of the
outstanding Common Shares, (c) the Company's Chief Executive Officer, and the
other four most highly compensated executive officers named in the Summary
Comparison Table, and (d) the Company's executive officers and directors as a
group.

<TABLE>
<CAPTION>
                                                                  NUMBER OF
                                                                COMMON SHARES       PERCENT
NAME OF BENEFICIAL OWNER                                      BENEFICIALLY OWNED    OF CLASS
- - ------------------------                                      ------------------    --------
<S>                                                           <C>                   <C>
Barbara P. Ruhlman(1).......................................      1,537,430(2)        26.7%
Thomas F. Peterson, Jr. ....................................        631,132(3)        11.0%
  3060 Lander Road
  Pepper Pike, Ohio 44124
Jon R. Ruhlman(1)...........................................        509,463(4)         8.9%
The Royce Funds.............................................        360,000            6.3%
  1414 Avenue of the Americas
  New York, New York 10019
Robert G. Ruhlman(1)........................................        389,627(4)(5)      6.8%
Randall M. Ruhlman..........................................        226,266(6)         3.9%
John D. Drinko..............................................        521,178(7)         9.1%
  1900 East Ninth Street
  3200 National City Center
  Cleveland, Ohio 44114
Wilber C. Nordstrom.........................................         14,000              *
Frank B. Carr...............................................          6,000(8)           *
Kenneth W. Brownell.........................................          9,500(4)           *
Eric R. Graef...............................................          5,400(4)           *
R. Jon Barnes...............................................          5,000(4)           *
All Executive Officers and Directors as a Group (14
  persons)..................................................      3,150,656           54.8%
</TABLE>

- - ---------------
 *  Represents less than 1%.

(1) The mailing address for each of Barbara P. Ruhlman, Jon R. Ruhlman and
    Robert G. Ruhlman is 660 Beta Drive, Mayfield Village, Ohio 44143.

(2) Includes 112,776 shares held by The Thomas F. Peterson Foundation, of which
    Barbara P. Ruhlman is President and a Trustee.

(3) Includes 123,240 shares over which Mr. Peterson exercises voting control
    under a custodial arrangement for the benefit of Mr. Peterson's adult
    children.

(4) Includes 5,000 shares that may be acquired pursuant to a currently
    exercisable stock option.

(5) Includes 134,144 shares held by the Preformed Line Products Company Profit
    Sharing Trust, and 60,000 shares held in trust for the benefit of Robert G.
    Ruhlman and his children and for the benefit of Randall M. Ruhlman and his
    children (these 60,000 shares are also shown as being beneficially owned by
    Randall M. Ruhlman) and 14,768 shares owned by his wife or held by her as
    custodian or trustee.

(6) Includes 60,000 shares held in trust for the benefit of Randall M. Ruhlman
    and his children and for the benefit of Robert G. Ruhlman and his children
    (these 60,000 shares are also shown as being beneficially owned by Robert G.
    Ruhlman).

(7) Includes 400,452 shares held in the Ethel B. Peterson Trust for which John
    D. Drinko acts as Trust Advisor and has voting control. Also includes 10,400
    shares held in Mr. Drinko's IRA and 2,000 shares held by his wife.

(8) Includes 2,000 shares held in Mr. Carr's IRA.

                                        17
<PAGE>   20

ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS

     The Company's directors are divided into two classes. Class I is comprised
of Mrs. Barbara P. Ruhlman and Messrs. Robert G. Ruhlman and Frank B. Carr.
Class II is comprised of Messrs. John D. Drinko, Wilber C. Nordstrom, Jon R.
Ruhlman and Randall M. Ruhlman. The current term of the Class I directors
expires at the Annual Meeting of Shareholders to be held on April 30, 2001. The
current term of the Class II directors expires at the Annual Meeting of
Shareholders to be held in April 2002. The Company's Executive Officers serve at
the pleasure of the Board of Directors.

<TABLE>
<CAPTION>
NAME                                        AGE                     POSITION
- - ----                                        ---                     --------
<S>                                         <C>    <C>
Jon R. Ruhlman............................  73     Director, Chairman of the Company
Robert G. Ruhlman.........................  45     Director; President and Chief Executive
                                                   Officer
Frank B. Carr.............................  73     Director
John D. Drinko............................  79     Director
Wilber C. Nordstrom.......................  82     Director
Barbara P. Ruhlman........................  68     Director
Randall M. Ruhlman........................  43     Director
R. Jon Barnes.............................  48     Vice President -- Marketing and Sales
Eric R. Graef.............................  48     Vice President -- Finance; Treasurer
William H. Haag...........................  37     Vice President -- International Operations
Robert C. Hazenfield......................  47     Vice President -- Research and Engineering
Michael S. Pezo...........................  50     Vice President -- Manufacturing
Robert L. Weber...........................  60     Vice President -- Employee Relations
J. Richard Hamilton.......................  71     Secretary
</TABLE>

     Each of the officers has held the position identified above for at least
the last five years except as noted below.

     Jon R. Ruhlman has been the Chairman of the Company since 1975. He served
as Chief Executive Officer from 1975 until July 2000. Jon R. Ruhlman joined the
Company in 1954 as an engineer in the Company's Research and Engineering Center.
He has served as a Director of the Company since 1956.

     Robert G. Ruhlman became Chief Executive Officer in July 2000. He had
served as President since 1995 (a position he continues to hold) and Chief
Operating Officer from 1995 until July 2000. Robert G. Ruhlman joined the
Company in 1979 as an engineer in the Company's former Marine Products Division.
He served as Vice President, Corporate Planning from 1989 until becoming
Executive Vice President in 1992. He has served as a Director of the Company
since 1992.

     Mr. Carr, a private investor, has served as a Director of the Company since
1975. From 1983 to 1996, Mr. Carr was a Managing Director of McDonald & Company
Securities, Inc., Cleveland, Ohio, an investment banking and brokerage firm, and
a partner in its predecessor firm (McDonald & Company) since 1968. Beginning in
1970 until 1994, Mr. Carr was responsible for management of McDonald's corporate
finance activities. Mr. Carr also serves as a director of Invacare, Inc.

     Mr. Drinko has been a senior partner in the national law firm Baker &
Hostetler LLP since 1986. He has served as a Director of the Company since 1954.

     Wilber C. Nordstrom was Executive Vice President and a director of The
Standard Products Company until his retirement in 1983. He has served as a
Director of the Company since 1977.

     Mrs. Barbara P. Ruhlman has been the President of the Thomas F. Peterson
Foundation since 1988. She is a director or trustee of a number of
Cleveland-based charitable and education organizations. She has served as a
Director of the Company since 1988.

     Randall M. Ruhlman has been the President of Ruhlman Motorsports since
1987. He has served as a Director of the Company since 1998.

                                        18
<PAGE>   21

     R. Jon Barnes was elected Vice President -- Marketing and Sales in January
1998. He held the position of Vice President -- Telecommunications Sales from
1993 until January 1998.

     Eric R. Graef was elected Vice President -- Finance, Treasurer in December
1999. Prior to that time, Mr. Graef was employed by The Lubrizol Corporation, a
$1.7 billion specialty chemical manufacturer, in various financial positions
from 1986 until rejoining the Company in December 1999. Mr. Graef was previously
employed by the Company from 1978 through 1986.

     William H. Haag was elected Vice President -- International Operations in
April 1999. He was managing director of the Company's Australian subsidiary in
1995 and 1996. From January 1997 until January 1999 he was a Regional Operations
Manager and from January 1999 until April 1999 he was the director of
International Operations.

     Robert C. Hazenfield has served as Vice President -- Research and
Engineering since April 1998. He served as Director of Research and Engineering
from January 1998 until April 1998 and as Manager of Telecommunication
Engineering from 1987 until December 1997.

     Michael S. Pezo was elected Vice President -- Manufacturing in April 1997.
Prior to that, from May 1995 until April 1997 he served as Director of
Manufacturing.

     Robert L. Weber began his employment with the Company in 1960. He was
elected Vice President -- Employee Relations in 1986.

     J. Richard Hamilton has served as the Secretary of the Company since 1991.
He has been a senior partner in the national law firm Baker & Hostetler LLP
since 1993.

     Barbara P. Ruhlman and Jon R. Ruhlman are married and are the parents of
Randall M. Ruhlman and Robert G. Ruhlman.

ITEM 6.  EXECUTIVE COMPENSATION

     The following table shows the compensation for 2000 of the Chief Executive
Officer and the next four highest-paid executive officers of the Company.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                   LONG-TERM
                                                                              COMPENSATION AWARDS
                                    ANNUAL COMPENSATION          OTHER       ----------------------
                                 --------------------------      ANNUAL       SHARE     ALL OTHER
NAME AND                                 SALARY     BONUS     COMPENSATION   OPTIONS   COMPENSATION
PRINCIPAL POSITION               YEAR     ($)       ($)(1)       ($)(2)         #         ($)(3)
- - ------------------               ----   --------   --------   ------------   -------   ------------
<S>                              <C>    <C>        <C>        <C>            <C>       <C>
Robert G. Ruhlman..............  2000   $270,000   $108,000       --         10,000      $ 52,347
  President and Chief
  Executive Officer
Jon R. Ruhlman.................  2000    480,000    192,000       --         10,000       126,430(3)
  Chairman of the Company(4)
Eric R. Graef Vice.............  2000    172,500     69,000       --         10,000        31,161
  President -- Finance and
  Treasurer
Kenneth W. Brownell............  2000    190,000     37,620       --         10,000        39,791
  President -- Superior
  Modular Products, Inc.
R. Jon Barnes..................  2000    148,000     59,200       --         10,000        29,183
  Vice President -- Sales
  and Marketing
</TABLE>

- - ---------------
(1) The Bonus Plan for all named executive officers except for Mr. Brownell is
    discussed in the Compensation (Salary) Committee Report. The bonus for Mr.
    Brownell is computed based on the percentage of

                                        19
<PAGE>   22

    attainment of the annual earnings goal for Superior Modular Products
    Incorporated and its affiliated company BBR Ltd.

(2) No named executive officer received perquisites and other personal benefits
    above the threshold amounts specified in the regulations of the Securities
    and Exchange Commission.

(3) Reflects the Company's contributions to the Profit Sharing Plan, including
    accruals to the related Supplemental Plan. Also includes, for Jon R.
    Ruhlman, premiums paid on "split dollar" life insurance policies covering
    Mr. and Mrs. Ruhlman, which totaled $32,173, in 2000.

(4) Jon R. Ruhlman served as Chief Executive Officer until July 2000.

                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                          INDIVIDUAL GRANTS
                           --------------------------------------------------------------------------------
                                                                                     POTENTIAL REALIZABLE
                                         PERCENTAGE                                    VALUE AT ASSUMED
                                          OF TOTAL                                   ANNUAL RATES OF STOCK
                                          OPTIONS                                   PRICE APPRECIATION FOR
                                         GRANTED TO                                       OPTION TERM
                            OPTIONS      EMPLOYEES     EXERCISE OR    EXPIRATION    -----------------------
NAME                       GRANTED(1)    IN 2000(2)    BASE PRICE        DATE          5%           10%
- - ----                       ----------    ----------    -----------    ----------    ---------    ----------
<S>                        <C>           <C>           <C>            <C>           <C>          <C>
Robert G. Ruhlman........    10,000         6.45%        $16.638       2/15/05       $26,658      $ 72,210
Jon R. Ruhlman...........    10,000         6.45%         16.638       2/15/05        26,658        72,210
Eric R. Graef............    10,000         6.45%         15.125       2/15/10        83,388       241,054
Kenneth W. Brownell......    10,000         6.45%         15.125       2/15/10        83,398       241,054
R. Jon Barnes............    10,000         6.45%         15.125       2/15/10        83,388       241,054
</TABLE>

- - ---------------
(1) Each of the options granted is subject to a three-year vesting schedule. The
    options become exercisable 50% one year after the date of the grant, 75%
    after two years, and 100% after three years from the date of the grant.

(2) Based on 155,000 share options granted to all employees in 2000.

(3) These amounts are based on hypothetical appreciation rates of 5% and 10% and
    are not intended to forecast the actual future appreciation of our Common
    Shares. No gain to optionees is possible without an actual increase in the
    price of our Common Shares, which would benefit all of our shareholders. All
    calculations are based on a 10-year option period, except for the Ruhlmans'
    calculations, which are based upon five years.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                            NUMBER OF        VALUE OF
                                                                           UNEXERCISED      UNEXERCISED
                                                                             OPTIONS       IN-THE-MONEY
                                                                            AT FISCAL       OPTIONS AT
                                                 SHARES        VALUE        YEAR-END       YEAR-END ($)
                                              ACQUIRED ON     REALIZED    EXERCISABLE/     EXERCISABLE/
NAME                                          EXERCISE (#)      ($)       UNEXERCISABLE    UNEXERCISABLE
- - ----                                          ------------    --------    -------------    -------------
<S>                                           <C>             <C>         <C>              <C>
Robert G. Ruhlman...........................      --            --         --/10,000          --/--
Jon R. Ruhlman..............................      --            --         --/10,000          --/--
Eric R. Graef...............................      --            --         --/10,000          --/--
Kenneth W. Brownell.........................      --            --         --/10,000          --/--
R. Jon Barnes...............................      --            --         --/10,000          --/--
</TABLE>

1999 STOCK OPTION PLAN

     Under the 1999 Stock Option Plan, awards of options to purchase shares of
Common Stock, $2.00 par value, of the Company ("Common Shares") may be made to
certain employees of the Company or its

                                        20
<PAGE>   23

subsidiaries. The options provided for under the 1999 Stock Option Plan may be
either incentive stock options intended to qualify for favorable tax treatment
under Section 422 of the Internal Revenue Code or nonqualified stock options
which do not qualify for such treatment.

     The aggregate number of Common Shares with respect to which awards may be
made under the 1999 Stock Option Plan is 300,000. Such maximum number of Common
Shares is subject to appropriate adjustment upon the occurrence of certain
events, including stock dividends, recapitalizations, mergers, reorganizations,
consolidations, stock splits, stock consolidations or certain other changes in
the Common Shares. Common Shares which are not purchased under an option which
has terminated or lapsed may be used for the further grant of options under the
1999 Stock Option Plan.

     The 1999 Stock Option Plan is administered by the Salary Committee, each
member of which is an "outside director" within the meaning of the Code. Subject
to the terms of the 1999 Stock Option Plan, the Salary Committee has sole
authority to determine and designate persons to whom awards are to be made under
the 1999 Stock Option Plan and the nature and terms, including vesting
schedules, of such awards.

     Options granted under the 1999 Stock Option Plan may not be exercised more
than 10 years after the date of grant. The aggregate fair market value
(determined on the date of grant) of the Common Shares subject to incentive
stock options under all option plans of the Company (and its subsidiary
corporations) which are exercisable for the first time by an employee in any
calendar year may not exceed $100,000. In no event shall there be granted under
the 1999 Stock Option Plan to any employee in any calendar year options to
purchase more than 50,000 Common Shares. The Salary Committee, in its sole
discretion, will determine the vesting schedule of each option granted under the
1999 Stock Option Plan; provided, however, that options may not be exercised
during the first year after they are granted. The 1999 Stock Option Plan
provides that the option price shall not be less than 100% of the fair market
value of the Common Shares on the date such option is granted or 110% of such
fair market value in the case of an incentive stock option granted to an
employee holding more than 10% of the Company's outstanding Common Shares on the
date of grant. The purchase price of the Common Shares subject to options must
be paid in full by the employee at the time of exercise of such option in either
cash or Common Shares.

     No cash consideration was received by the Company for granting options
under the 1999 Stock Option Plan. Stock options will be granted in consideration
of the services rendered or to be rendered to the Company by the employees
receiving the options.

SALARIED EMPLOYEES' PROFIT SHARING PLAN

     The Company maintains a tax-qualified profit-sharing plan. Any employee who
is paid on a salaried basis and who has completed two full years of service with
the Company is eligible to participate in the plan as of the date such service
is completed. A participating employee is fully vested in his or her account
balance at all times, including any interest or other income credited to the
participant's account. Each year, the Company contributes up to 15% of its
current net profits for the fiscal year coinciding with the plan year, or such
greater or smaller percentage as may from time to time be fixed by the Board of
Directors of the Company. Such contribution, however, cannot exceed the current
or accumulated net profits, except as may be necessary to provide statutory
mandated minimum contributions for non-highly-compensated employees.
Contributions are allocated based upon a formula dependent on years of service
and amount of compensation paid to the participant in a particular plan year.
Participants are permitted to direct the investment of their account balances in
a predetermined set of investment alternatives. One of the investment
alternatives is a Company stock fund, which holds both Company stock and cash.
The plan generally only makes distributions to vested participants upon their
termination of employment (for whatever reason), but does have a provision that
permits hardship distributions for employees prior to termination of employment.
The plan also permits loans in compliance with the Internal Revenue Code
requirements for such plan features.

SUPPLEMENTAL PROFIT SHARING PLAN

     In January 1996, the Company adopted a Supplemental Profit Sharing Plan
(the "Supplemental Plan") that provided benefits for certain of its executive
officers and key employees whose contributions under the
                                        21
<PAGE>   24

profit-sharing plan are limited by the requirements of Internal Revenue Code
Sections 401(a)17, 404(a)(3), and/or 415(c)(1).

     In order to be eligible to participate in the Supplemental Plan, an
individual must be a participant under the Profit Sharing Plan who also is among
a select group of management or highly compensated employees within the meaning
of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974. The Board of Directors of the Company has complete
discretionary authority to make this determination. In order to be eligible for
contributions to be made under the Supplemental Plan for a particular year, an
otherwise eligible employee must have a Company contribution allocated for such
plan year under the profit-sharing plan limited or reduced by reason of
application of the limitations of the Code Sections cited above. In such case, a
participant will have credited or allocated to his account under the
Supplemental Plan a benefit equal to the difference between the amount of
Company contributions that the participant otherwise would have had allocated to
his account under the Profit Sharing Plan for such year (assuming the
participant's compensation would not otherwise have been limited under the Code
Sections cited above), over the amount of contributions actually allocated to
the participant's accounts under the profit sharing plan for such year.

     All benefits under this Supplemental Plan are unfunded, and the Company is
not required to establish any special or separate fund, or make any other
segregation of assets in order to assure payment of any amounts under the Plan.
However, the Company is authorized, if it wishes, to create a trust fund for
such purpose. The accounts of participants are credited with interest, based on
U.S. Treasury obligations, as set by the Board of Directors of the Company from
time to time. Benefits generally are payable after termination of employment.

EMPLOYMENT CONTRACT

     The Company has a five-year employment contract with Mr. Brownell to serve
as President and Chief Executive Officer of Superior Modular Products Inc.,
which expires December 2, 2003. His salary is established at not less than
$190,000 annually, plus a bonus calculated under a formula based upon the
percentage of attainment of annually established profit goals. The Agreement
includes a covenant not to compete during the term of the Agreement and for a
period of two years after its termination.

COMPENSATION (SALARY) COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     There are no Salary Committee interlocks. John D. Drinko, a member of the
Salary Committee, is senior partner of Baker & Hostetler LLP, which firm acts as
general legal counsel for the Company.

COMPENSATION (SALARY) COMMITTEE REPORT

     The Company's executive compensation program is administered by the Salary
Committee, which has responsibility for reviewing all aspects of the
compensation program for the executive officers of the Company. The Committee is
comprised of the three directors listed at the end of this report, none of whom
is an employee of the Company.

     The Committee's primary objective with respect to executive compensation is
to establish programs which attract and retain key managers and align their
compensation with the Company's overall business strategies, values, and
performance. To this end, the Committee has established and the Board of
Directors has endorsed an executive compensation philosophy to compensate
executive officers based on their responsibilities and the Company's overall
annual and longer-term performance.

     Until 2000, when the Company's shareholders approved its Employee Stock
Option Plan, the primary components of the Company's executive compensation
program have been (a) base salaries, and (b) annual cash incentive
opportunities. These components are discussed below.

     Base Salaries.  Base salaries for each of the Company's executive officers
are reviewed every 18 to 24 months by the Committee using as a guide one or more
widely accepted salary evaluation systems, taking into account the size of the
Company, expectations for the annual bonus plan described below and company
                                        22
<PAGE>   25

performance, and competitive, inflationary, and internal equity considerations.
The salary of Robert G. Ruhlman, Chief Executive Officer, was set by the
Committee to be within a range that is competitive with the fixed salaries of
chief executive officers of similar size companies with comparable
profitability. At the time of his promotion on July 1, 2000, to Chief Executive
Officer, the Committee increased his salary from $240,000 to $300,000. This
brought Mr. Ruhlman's salary to what the Committee believes is nearly the
mid-level range of comparable salaries.

     Annual Cash Incentives.  All officers of the Company are eligible to
receive annual cash bonus awards based on a set percentage of their base salary
with a maximum bonus attainable equal to 50% of base salary. The percentage of
base salary is determined on a sliding scale, based on the return on
shareholders' equity. The bonus awards for all officers for the years 1998, 1999
and 2000 were 50%, 30% and 40%, respectively, of base salary.

     Stock Options.  The Committee has awarded options to purchase 155,000
shares of the Company's Common stock. While the Committee has only had the
opportunity to grant stock options for one year, it believes that option grants
are a valuable motivating tool and provide a long-term incentive to management.
Share option grants reinforce long-term goals by providing the proper nexus
between the interests of management and the interests of the Company's
shareholders. All options were awarded to retain qualified personnel in
positions of significant responsibility with the Company and its subsidiaries.
No options were granted to employees who had been with the Company for less than
three years and all options contained provisions for periodic vesting. All named
executive officers were granted options but no officer received options for more
than 10,000 shares. All option grants had exercise prices at least equal to the
fair market value of the Company's Common shares on the date of the grant.

                                   John D. Drinko, Chairman
                                   Wilber C. Nordstrom
                                   Frank B. Carr

COMPENSATION OF DIRECTORS

     Directors who are not employees receive a yearly cash retainer fee of
$12,000, plus $1,400 for each board meeting that they attend and $1,400 for each
committee meeting that they attend.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company is a sponsor of Ruhlman Motorsports. Ruhlman Motorsports is
owned by Randall M. Ruhlman, a director of the Company, and by his wife. In
1998, 1999 and 2000, the Company paid $390,354, $707,738 and $691,004,
respectively, to Ruhlman Motorsports in sponsorship fees and for related
promotional materials. In addition, in 1998, 1999 and 2000, the Company's
Canadian subsidiary, Preformed Line Products (Canada) Ltd., paid $49,405,
$60,974 and $80,000, respectively, to Ruhlman Motorsports in sponsorship fees
and for related promotional materials. This sponsorship provides the Company
with a unique venue to entertain the Company's customers and to advertise on the
race car which participates on the Trans-Am racing circuit. The Company believes
that its sponsorship contract with Ruhlman Motorsports is as favorable to the
Company as a similar contract with a similar independent third-party racing team
would be. The Company and Preformed Line Products (Canada) Ltd. have continued
to sponsor Ruhlman Motorsports in 2001.

     Mr. John D. Drinko, one of the Company's directors, is a senior partner in
Baker & Hostetler LLP, which acts as our general outside counsel. The Company
expects that Baker & Hostetler LLP will continue to provide legal services in
that capacity in 2001.

     The Company paid fees of $268,475, $96,813 and $112,838 to the public
relations firm of Liggett-Stashhower, Inc. during 1998, 1999 and 2000,
respectively. The brother of Jon R. Ruhlman, a director of the Company, is an
officer of Liggett-Stashhower. The Company believes that the fees paid to
Liggett-Stashhower were substantially similar to the fees that would have been
required to be paid to an unaffiliated third-party

                                        23
<PAGE>   26

public relations firm for similar service. The Company has continued to contract
for the services of Liggett-Stashhower in 2001.

ITEM 8.  LEGAL PROCEEDINGS

     The Company is not party to any pending legal proceedings that the Company
believes would, individually or in the aggregate, have a material adverse effect
on its financial condition, results of operations or cash flows.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
        RELATED STOCKHOLDER MATTERS

     The Common Shares of the Company have been traded on the over-the-counter
market (OTC) under the ticker symbol PLIN. The Company intends to file an
application to have the Common Shares of the Company listed on the Nasdaq
System. The Common Share price history below is based on the high and low
selling price as quoted by McDonald Investments, Inc., a market maker for the
Company's Common Shares.

<TABLE>
<CAPTION>
1999                                                           HIGH      LOW      DIVIDEND
- - ----                                                          ------    ------    --------
<S>                                                           <C>       <C>       <C>
First Quarter...............................................  $28.25    $20.75     $0.15
Second Quarter..............................................   22.75     18.25      0.15
Third Quarter...............................................   21.25     15.50      0.15
Fourth Quarter..............................................   19.00     15.00      0.15
</TABLE>

<TABLE>
<CAPTION>
2000                                                           HIGH      LOW      DIVIDEND
- - ----                                                          ------    ------    --------
<S>                                                           <C>       <C>       <C>
First Quarter...............................................  $16.50    $13.25     $0.15
Second Quarter..............................................   19.00     14.00      0.15
Third Quarter...............................................   18.00     15.00      0.15
Fourth Quarter..............................................   16.75     13.50      0.15
</TABLE>

While the Company expects to continue to pay dividends of a comparable amount in
the near term, the declaration and payment of future dividends will be made at
the discretion of the Company's Board of Directors in light of then current
needs of the Company. Therefore, there can be no assurance that the Company will
continue to make such dividend payments in the future.

The Company had approximately 220 shareholders of record on March 16, 2001.

ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES

     In 1999 and 2000, an aggregate of 33,301 Common Shares of the Company were
transferred to a total of 10 employees or retired former employees of the
Company as a distribution to them from the Company's Profit Sharing Plan. See
the description of the Plan in Item 6, Salaried Employees' Profit Sharing Plan.
All contributions into that Plan are funded entirely by the Company. The Plan
allows a participant to elect to receive a percentage of his account balance in
Company Common Shares when he is eligible to receive a distribution under the
Plan. The Company relies on Rule 701 of the Securities Act to exempt such
distributions from registration.

     Options to purchase a total of 155,000 Common Shares have been granted
employees of the Company pursuant to the 1999 Employees' Stock Option Plan (see
the description of the plan in the 1999 Stock Option Plan). Such options first
became exercisable February 15, 2001. None of such options has to date been
exercised. The Company relies on Rule 701 of the Securities Act as an exemption
from registration for the issuance of the options. In addition, if these options
are exercised, the Company expects to rely on Rule 701 of the Securities Act as
an exemption from registration, unless by then the 300,000 Common Shares
allocated to the Plan have been registered under the Securities Act of 1933.

                                        24
<PAGE>   27

ITEM 11.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     The Company is registering its Common Shares, $2 par value per share. The
Company's Amended and Restated Articles of Incorporation authorize the issuance
of 15 million shares. As of March 30, 2001, there were 5,747,687 Common Shares
issued and outstanding and approximately 220 shareholders of record. National
City Bank acts as transfer agent and registrant of the Company's Common Shares.
The Company has not authorized the issuance of any class of preferred shares.
Holders of the Company's Common Shares are entitled to receive dividends, when,
as and if declared by the Board of Directors of the Company, out of funds
legally available therefor. The holders of Common Shares, upon any liquidation,
dissolution or winding-up of the Company are entitled to share ratably in any
assets remaining after payment in full of all liabilities of the Company. The
Common Shares possess ordinary voting rights, each share entitling the holder
thereof to one vote. Holders of Common Shares do not have cumulative voting
rights in the election of directors and do not have preemptive rights.

     In accordance with the Company's Code of Regulations, the Board of
Directors is divided into two classes, one class has three directors and one
class has four directors. Each class of directors is elected for a term of two
years. Therefore, at each annual meeting of shareholders, only a portion of the
Board is up for election. Furthermore, any amendment to the provisions of the
Company's Code of Regulations dealing with (i) classification of the Board of
Directors or (ii) the removal of any board members requires the affirmative vote
of at least two-thirds of the voting power of the Company. The Company's Code of
Regulation contains provisions relating to shareholder proposed business at an
annual meeting of shareholders. In summary, in order for a shareholder proposed
matter to be properly brought before the annual meeting shareholders must
provide the Secretary of the Company written notice of the matter containing the
required information not less than 90 and not more than 120 days prior to the
one year anniversary of the date of the annual meeting of the previous year.

CERTAIN PROVISIONS OF OHIO LAW

     Section 1701.59 of the Ohio Revised Code (the "Ohio Code") provides, with
certain limited exceptions, that a director shall be held liable in damages for
any action he takes or fails to take as a director only if it is proved by clear
and convincing evidence that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the corporation or
with reckless disregard for its best interest. In addition, Section 1701.59 of
the Ohio Code provides that a director of an Ohio corporation, in determining
what he reasonably believes to be in the best interests of the corporation,
shall consider the interests of the corporation's shareholders and may consider,
in his discretion, any of the following: (i) the interests of the corporation's
employees, suppliers, creditors and customers; (ii) the economy of the State of
Ohio and the nation; (iii) community and societal considerations; and (iv) the
long-term as well as short-term interests of the corporation and its
shareholders, including the possibility that these interests may be best served
by the continued independence of the corporation.

     The Ohio Code also authorizes Ohio corporations to indemnify officers and
directors from liability if the officer or director acted in good faith and in a
manner reasonably believed by the officer or director to be in or not opposed to
the best interests of the corporation and, with respect to any criminal actions,
if the officer or director had no reason to believe his action was unlawful. In
the case of an action by or on behalf of a corporation, indemnification may not
be made (i) if the person seeking indemnification is adjudged liable for
negligence or misconduct, unless the court in which such action was brought
determines such person is fairly and reasonably entitled to indemnification or
(ii) if liability asserted against such person concerns certain unlawful
distributions. The indemnification provisions of the Ohio Code require
indemnification if a director or officer has been successful on the merits or
otherwise in defense of any action, suit or proceeding that he was a party to by
reason of the fact that he is or was a director or officer of the corporation.
The indemnification authorized under Ohio law is not exclusive and is in
addition to any other rights granted to officers and directors under the
articles of incorporation or code of regulations of the corporation or any
agreement between officers and director and the corporation. The Company's Code
of Regulations provides for the indemnification of directors and officers of the
Company to the maximum extent permitted by Ohio law as authorized by the Board
of Directors of the Company, and for the advancement of expenses incurred in
                                        25
<PAGE>   28

connection with the defense of any action, suit or proceeding that he was a
party to by reason of the fact that he is or was a director of the Company upon
the receipt of an undertaking to repay such amount unless it is ultimately
determined that the director is entitled to indemnification. A corporation may
purchase and maintain insurance or furnish similar protection on behalf of any
officer or director against any liability asserted against him and incurred by
him in his capacity, or arising out of the status, as an officer or director,
whether or not the corporation would have the power to indemnify him against
such liability under the Ohio Code.

     Chapter 1704 of the Ohio Code prohibits certain mergers, dispositions and
acquisitions of assets, issuances or purchases of securities, liquidations or
dissolutions, or reclassifications of the then outstanding shares of an Ohio
corporation with 50 or more shareholders (an issuing public corporation)
involving, or for the benefit of, certain holders of shares representing 10% or
more of the voting power (other than a current 10% shareholder that does not
increase its present proportional interest) (an "Interested Shareholder"),
unless (i) the applicable transaction is approved by the directors of the
Company prior to the shareholder becoming an Interested Shareholder, (ii) the
acquisition of 10% of the voting power is approved by the directors prior to the
shareholder becoming an Interested Shareholder, or (iii) the transaction
involves an Interested Shareholder who has been such for at least three years
and the transaction is approved by holders of two-thirds of the voting power of
the Company (or a lesser proportion provided in the articles of incorporation)
and the holders of a majority of the voting power not held by the Interested
Shareholder or certain minimum price and form of consideration requirements are
met.

     Section 1707.041 of the Ohio Code regulates control bids for corporations
in Ohio having certain concentrations of Ohio shareholders and permits the Ohio
Division of Securities to suspend a control bid if certain information is not
provided to offerees. A control bid includes the purchase or offer to purchase
any equity security of the Company from a resident of Ohio if, after the
purchase of that security, the offeror would be directly or indirectly the
beneficial owner of more than 10% of any class of issued and outstanding equity
securities of the Company. Section 1707.043 of the Ohio Code, the so-called
"green mail disgorgement" statute, provides an Ohio corporation, or in certain
circumstances the shareholders of an Ohio corporation, the right to recover
profits realized under certain circumstances by persons who dispose of
securities of a corporation within 18 months of proposing to acquire such
corporation.

     It is possible that the foregoing provisions, including the classified
Board of Directors, could discourage other persons from making a tender offer
for or acquisition of substantial amounts of the Company's Common Shares, or may
delay changes in control or management of the Company.

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As stated above, in Item 11, Ohio Code authorizes Ohio corporations to
indemnify officers and directors from liability if the officer or director acted
in good faith and in a manner reasonably believed by the officer or director to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal actions, if the officer or director had no reason to believe his
action was unlawful. In the case of an action by or on behalf of a corporation,
indemnification may not be made (i) if the person seeking indemnification is
adjudged liable for negligence or misconduct, unless the court in which such
action was brought determines such person is fairly and reasonably entitled to
indemnification, or (ii) if liability asserted against such person concerns
certain unlawful distributions. The indemnification provisions of the Ohio Code
require indemnification if a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding that he was a
party to by reason of the fact that he is or was a director or officer of the
corporation. The indemnification authorized under Ohio law is not exclusive and
is in addition to any other rights granted to officers and directors under the
articles of incorporation or code of regulations of the corporation or any
agreement between officers and directors and the corporation. A corporation may
purchase and maintain insurance or furnish similar protection on behalf of any
officer or director against any liability asserted against him and incurred by
him in his capacity, or arising out of the status, as an officer or director,
whether or not the corporation would have the power to indemnify him against
such liability under the Ohio Code.

                                        26
<PAGE>   29

     The Company's Code of Regulations provides for the indemnification of
directors and officers of the Company to the maximum extent permitted by Ohio
law as authorized by the Board of Directors of the Company for the advancement
of expenses incurred in connection with the defense of any action, suit or
proceeding that he was a party to by reason of the fact that he is or was a
director of the Company upon the receipt of an undertaking to repay such amount
unless it is ultimately determined that the director is entitled to
indemnification. The Code of Regulations authorizes the Company to purchase and
maintain insurance on behalf of any director, officer, employee or agent of the
Company against any liability asserted against them in such capacity or arising
out of their status as such, whether or not the Company would have power to
indemnify such officer, employee or agent against such liability under the
provisions of the Code of Regulations of the Company.

     The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.

                                        27
<PAGE>   30

ITEM 13.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Preformed Line Products Company

     We have audited the accompanying consolidated balance sheets of Preformed
Line Products Company and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Preformed Line
Products Company and subsidiaries at December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.

                                          Ernst & Young LLP

Cleveland, Ohio
February 12, 2001

                                        28
<PAGE>   31

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   DECEMBER 31
                                                              ----------------------
                                                                2000         1999
                                                              ---------    ---------
                                                              (THOUSANDS OF DOLLARS,
                                                              EXCEPT PER SHARE DATA)
<S>                                                           <C>          <C>
ASSETS
Cash and cash equivalents...................................  $  9,470     $  6,907
Accounts receivables, less allowance of $910 ($690 in
  1999).....................................................    30,839       28,645
Inventories.................................................    43,648       45,608
Deferred income taxes.......................................     2,501        1,562
Prepaids and other..........................................     1,325        1,809
                                                              --------     --------
  Total Current Assets......................................    87,783       84,531
Property and equipment -- net...............................    58,743       53,999
Investments in foreign joint ventures.......................    10,148        9,235
Deferred income taxes.......................................     1,323        1,558
Goodwill, patents and other intangibles -- net..............     8,077        5,898
Other.......................................................     4,537        4,443
                                                              --------     --------
  Total Assets..............................................  $170,611     $159,664
                                                              ========     ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable to banks......................................  $  1,704     $  2,989
Trade accounts payable......................................    10,289        8,114
Accrued compensation and amounts withheld from employees....     3,292        3,237
Accrued expenses and other liabilities......................     4,762        4,256
Accrued profit-sharing and pension contributions............     2,811        2,343
Accrued dividends...........................................       865          874
Accrued income taxes........................................     1,796        1,492
Deferred income taxes.......................................       180          230
Current portion of long-term debt...........................       545        1,255
                                                              --------     --------
  Total Current Liabilities.................................    26,244       24,790
Long-term debt, less current portion........................    20,160       14,507
Deferred income taxes.......................................       307          391
Minority interest...........................................        44          782

SHAREHOLDERS' EQUITY
Common stock -- $2 par value, 15,000,000 shares authorized,
  5,768,086 and 5,829,308 issued and outstanding net of
  387,562 and 326,340 treasury shares at par................    11,536       11,659
Retained earnings...........................................   127,994      121,223
Accumulated foreign currency translation adjustment.........   (15,674)     (13,688)
                                                              --------     --------
  Total Shareholders' Equity................................   123,856      119,194
                                                              --------     --------
  Total Liabilities and Shareholders' Equity................  $170,611     $159,664
                                                              ========     ========
</TABLE>

See notes to consolidated financial statements
                                        29
<PAGE>   32

                       STATEMENTS OF CONSOLIDATED INCOME

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31
                                                             --------------------------------
                                                               2000        1999        1998
                                                             --------    --------    --------
                                                                  (THOUSANDS OF DOLLARS,
                                                                  EXCEPT PER SHARE DATA)
<S>                                                          <C>         <C>         <C>
Net sales..................................................  $207,332    $195,245    $216,244
Cost of products sold......................................   138,340     131,615     139,101
                                                             --------    --------    --------
     Gross Profit..........................................    68,992      63,630      77,143
Costs and expenses
  Selling..................................................    25,578      25,030      26,042
  General and administrative...............................    20,335      20,343      20,566
  Research and engineering.................................     5,709       5,514       5,542
                                                             --------    --------    --------
                                                               51,622      50,887      52,150
                                                             --------    --------    --------
     Operating Income......................................    17,370      12,743      24,993
Other income (expense)
  Equity in net income of foreign joint ventures...........       335         928         771
  Interest income..........................................       682         713         729
  Interest expense.........................................    (1,608)     (1,067)       (988)
  Other income -- net......................................       356       1,412       2,959
                                                             --------    --------    --------
                                                                 (235)      1,986       3,471
                                                             --------    --------    --------
     Income Before Income Taxes............................    17,135      14,729      28,464
Income taxes...............................................     6,084       4,528       9,458
                                                             --------    --------    --------
     Net Income............................................  $ 11,051    $ 10,201    $ 19,006
                                                             ========    ========    ========
Net income per share -- basic and diluted..................  $   1.91    $   1.71    $   3.10
                                                             ========    ========    ========
Average number of shares outstanding (in thousands)........     5,790       5,975       6,125
                                                             ========    ========    ========
</TABLE>

See notes to consolidated financial statements.
                                        30
<PAGE>   33

                STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                          ACCUMULATED
                                                                            FOREIGN
                                               OUTSTANDING                 CURRENCY
                                                 COMMON       RETAINED    TRANSLATION
                                                  STOCK       EARNINGS    ADJUSTMENT      TOTAL
                                               -----------    --------    -----------    --------
                                                  (THOUSAND OF DOLLARS, EXCEPT PER SHARE DATA)
<S>                                            <C>            <C>         <C>            <C>
BALANCE AT JANUARY 1, 1998...................    $ 6,133      $110,644     $ (7,698)     $109,079
Net income...................................                   19,006                     19,006
Foreign currency translation
  adjustment -- net..........................                                (2,267)       (2,267)
                                                                                         --------
          Total comprehensive income.........                                              16,739
Purchase of 15,922 treasury shares...........        (32)         (490)                      (522)
Stock split effected as dividend.............      6,134        (6,134)                        --
Cash dividends declared -- $.575 per share...                   (3,520)                    (3,520)
                                                 -------      --------     --------      --------
BALANCE AT DECEMBER 31, 1998.................     12,235       119,506       (9,965)      121,776
Net income...................................                   10,201                     10,201
Foreign currency translation
  adjustment -- net..........................                                (3,723)       (3,723)
                                                                                         --------
          Total comprehensive income.........                                               6,478
Purchase of 288,018 treasury shares..........       (576)       (4,906)                    (5,482)
Cash dividends declared -- $.60 per share....                   (3,578)                    (3,578)
                                                 -------      --------     --------      --------
BALANCE AT DECEMBER 31, 1999.................     11,659       121,223      (13,688)      119,194
Net income...................................                   11,051                     11,051
Foreign currency translation
  adjustment -- net..........................                                (1,986)       (1,986)
                                                                                         --------
          Total comprehensive income.........                                               9,065
Purchase of 61,222 treasury shares...........       (123)         (812)                      (935)
Cash dividends declared -- $.60 per share....                   (3,468)                    (3,468)
                                                 -------      --------     --------      --------
BALANCE AT DECEMBER 31, 2000.................    $11,536      $127,994     $(15,674)     $123,856
                                                 =======      ========     ========      ========
</TABLE>

See notes to consolidated financial statements.
                                        31
<PAGE>   34

                     STATEMENTS OF CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31
                                                              ------------------------------
                                                                2000       1999       1998
                                                              --------   --------   --------
                                                                  (THOUSANDS OF DOLLARS)
<S>                                                           <C>        <C>        <C>
OPERATING ACTIVITIES
Net income..................................................  $ 11,051   $ 10,201   $ 19,006
Adjustment to reconcile net income to net cash provided by
  operations
  Depreciation and amortization.............................    10,532      9,786      8,754
  Impairment charges........................................       879      1,000      1,100
  Deferred income taxes.....................................      (838)       325     (1,650)
  Equity in earnings of joint ventures -- net of dividends
     received...............................................      (103)       309        484
  Loss (gain) on sale of property and equipment.............        44      1,034     (2,275)
  Changes in operating assets and liabilities
     Receivables............................................    (1,870)       589     (1,132)
     Inventories............................................       561     (5,064)    (6,743)
     Trade payables and accrued expenses....................     2,681       (959)    (1,329)
     Income taxes...........................................       304        166      1,959
     Other -- net...........................................       263     (2,004)    (1,820)
                                                              --------   --------   --------
       Net Cash Provided by Operating Activities............    23,504     15,383     16,354
INVESTING ACTIVITIES
Capital expenditures........................................   (14,388)   (13,136)   (14,980)
Business acquisitions.......................................    (5,724)        --       (248)
Proceeds from the sale of property and equipment............     1,887         79      3,298
                                                              --------   --------   --------
       Net Cash Used in Investing Activities................   (18,225)   (13,057)   (11,930)
FINANCING ACTIVITIES
(Decrease) increase in notes payable to banks...............    (1,285)       937      1,668
Proceeds from the issuance of long-term debt................    24,443     20,584     14,216
Payments of long-term debt..................................   (20,140)   (16,190)   (16,341)
Dividends paid..............................................    (3,479)    (3,622)    (3,369)
Purchase of treasury stock..................................      (935)    (5,482)      (522)
                                                              --------   --------   --------
       Net Cash Used in Financing Activities................    (1,396)    (3,773)    (4,348)
Effects of exchange rate changes on cash and cash
  equivalents...............................................    (1,320)    (2,121)      (741)
                                                              --------   --------   --------
Increase (decrease) in cash and cash equivalents............     2,563     (3,568)      (665)
Cash and cash equivalents at beginning of year..............     6,907     10,475     11,140
                                                              --------   --------   --------
       Cash and Cash Equivalents at End of Year.............  $  9,470   $  6,907   $ 10,475
                                                              ========   ========   ========
</TABLE>

See notes to consolidated financial statements.
                                        32
<PAGE>   35

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

     On June 10, 1998 the Company effected a two-for-one stock split in the form
of a 100% stock dividend. Accordingly, all per share amounts and average shares
outstanding used in the calculation of per share amounts have been adjusted
retroactively to reflect the stock split.

Consolidation

     The consolidated financial statements include the accounts of the Company
and its subsidiaries where ownership is greater than 50% and the Company has
effective controlling interest. All intercompany accounts and transactions have
been eliminated upon consolidation. Non-consolidated investments in joint
ventures are accounted for by the equity method. Dividends received from
non-consolidated joint-ventures totaled $.4 million in 2000, $1.3 million in
1999 and $1.3 million in 1998.

Cash Equivalents

     Cash equivalents are stated at fair value and consist of highly liquid
investments with remaining maturities of three months or less at the time of
acquisition.

Inventories

     Inventories are carried at the lower of cost or market.

Depreciation and Amortization

     Depreciation for the majority of the Company's assets is computed using
accelerated methods over the estimated useful lives. The estimated useful lives
used are: land improvements, ten years; buildings, forty years; and machinery
and equipment, three to ten years; with the exception of personal computers
which are depreciated over three years using the straight line method. Goodwill
is amortized by the straight-line method over periods ranging from ten to twenty
years. Patents and other intangible assets primarily represent the value
assigned to patents acquired with purchased businesses and are amortized using
the straight-line method over their useful lives.

     Goodwill and other long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate the carrying amount may not be
recoverable. Events or circumstances that would result in an impairment review
primarily include operations reporting losses or a significant change in the use
of an asset. The asset would be considered impaired when the future net
undiscounted cash flows estimated to be generated by the asset are less than its
carrying value. An impairment loss would be recognized based on the amount by
which the carrying value of the asset exceeds its fair value.

Research and Development

     Research and engineering costs are expensed as incurred. Company sponsored
research and development of new products costs were $2.3 million in 2000, $2.1
million in 1999 and $2.2 million in 1998.

Foreign Currency Translation

     Asset and liability accounts are translated into U.S. dollars using
exchange rates in effect at the date of the consolidated balance sheet; revenues
and expenses are translated at weighted average exchange rates in effect during
the period. Translation gains and losses arising from exchange rate changes on
transactions denominated in a currency other than the functional currency are
included in income or expense as incurred. Such transactions have not been
material. Unrealized translation adjustments are recorded as accumulated foreign
currency translation adjustment in shareholders' equity.

                                        33
<PAGE>   36
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

Use of Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and the accompanying notes. Actual results could differ from these
estimates.

Revenue Recognition

     Revenue is recognized when products are shipped and title has passed to
unaffiliated customers.

Acquisitions

     During April 2000, the Company acquired assets and assumed certain
liabilities of Rack Technologies Pty. Limited whose results of operations are
included in the consolidated financial statements from the date of acquisition.
Rack Technologies Pty. Limited has two foreign locations and one domestic
location. The Company accounted for this acquisition using the purchase method.
The initial cash payment for this acquisition was $5.3 million. Under the terms
of the acquisition agreement, the Company is obligated to make additional
payments based on the acquired company's profitability of ongoing operations for
the years 2000 and 2001. These additional payments will be recorded as goodwill
and will be amortized over the remaining life of the original goodwill. The
Company will make a payment of $.8 million in 2001 for the year 2000.

     In addition during April 2000, the Company acquired the remaining twenty
percent minority interest in its subsidiary in the Peoples' Republic of China
for $.4 million.

New accounting pronouncements

     The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities. This statement, along with its amendments SFAS No. 137 and
SFAS No. 138, will become effective for the Company for fiscal year 2001. The
Company has evaluated the effects of these Statements on its accounting and
reporting policies, and the adoption of the Statement will not have a material
impact on the Company's consolidated financial statements.

NOTE B - SUPPLEMENTAL INFORMATION

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2000       1999
                                                              -------    -------
<S>                                                           <C>        <C>
INVENTORIES
Finished products...........................................  $20,209    $21,517
Work-in-process.............................................    1,592      2,223
Raw materials...............................................   24,174     24,068
                                                              -------    -------
                                                               45,975     47,808
Excess of current cost over LIFO cost.......................   (2,327)    (2,200)
                                                              -------    -------
                                                              $43,648    $45,608
                                                              =======    =======
</TABLE>

     The Company uses the last-in, first-out (LIFO) method of determining cost
for the majority (approximately $21.1 million in 2000 and $23.2 million in 1999)
of its inventories in the United States. All other inventories are determined by
the FIFO method.

                                        34
<PAGE>   37
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              --------------------
                                                                2000        1999
                                                              --------    --------
<S>                                                           <C>         <C>
PROPERTY AND EQUIPMENT -- AT COST
Land and improvements.......................................  $  6,623    $  5,989
Buildings and improvements..................................    36,070      32,168
Machinery and equipment.....................................    73,171      66,967
Construction in progress....................................     5,560       5,873
                                                              --------    --------
                                                               121,424     110,997
Less accumulated depreciation...............................    62,681      56,998
                                                              --------    --------
                                                              $ 58,743    $ 53,999
                                                              ========    ========
</TABLE>

     Depreciation of property and equipment was $8.4 million in 2000, $8.0
million in 1999 and $7.5 million in 1998.

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2000       1999
                                                              -------    -------
<S>                                                           <C>        <C>
GOODWILL AND INTANGIBLE ASSETS
Goodwill....................................................  $ 9,183    $ 8,716
Patents and other intangible assets.........................    7,339      3,555
                                                              -------    -------
                                                               16,522     12,271
Less accumulated amortization...............................    8,445      6,373
                                                              -------    -------
                                                              $ 8,077    $ 5,898
                                                              =======    =======
</TABLE>

NOTE C - PENSION PLANS

     Domestic hourly employees of the Company and certain employees of foreign
subsidiaries who meet specific requirements as to age and service are covered by
defined benefit pension plans. Net periodic benefit cost and obligations of the
Company's foreign plans are not material. Net periodic benefit cost for the
Company's domestic plan included the following components for the year ended
December 31:

<TABLE>
<CAPTION>
                                                             2000     1999     1998
                                                             -----    -----    -----
<S>                                                          <C>      <C>      <C>
Service cost...............................................  $ 487    $ 568    $ 520
Interest cost..............................................    530      498      435
Expected return on plan assets.............................   (569)    (516)    (428)
Amortization of the unrecognized transition asset -- net...     13       13       17
                                                             -----    -----    -----
Net periodic benefit cost..................................  $ 461    $ 563    $ 544
                                                             =====    =====    =====
</TABLE>

                                        35
<PAGE>   38
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

     The following table sets forth benefit obligations, assets and the prepaid
(accrued) benefit cost of the Company's domestic defined benefit plan at
December 31:

<TABLE>
<CAPTION>
                                                               2000      1999
                                                              ------    -------
<S>                                                           <C>       <C>
Projected benefit obligation at beginning of the year.......  $6,967    $ 7,112
Service cost................................................     487        568
Interest cost...............................................     530        498
Actuarial loss (gain).......................................     314     (1,097)
Curtailment.................................................    (121)        --
Benefits paid...............................................    (141)      (114)
                                                              ------    -------
Projected benefit obligation at end of the year.............  $8,036    $ 6,967
                                                              ======    =======
Fair value of plan assets at beginning of the year..........  $7,445    $ 7,192
Actual return on plan assets................................     197        (96)
Employer contributions......................................      --        463
Benefits paid...............................................    (141)      (114)
                                                              ------    -------
Fair value of plan assets at end of the year................  $7,501    $ 7,445
                                                              ======    =======
Plan assets in excess of (less than) benefit obligations....  $ (535)   $   478
Unamortized:
  Net loss (gain)...........................................     387       (257)
  Transition asset..........................................      25         38
                                                              ------    -------
Prepaid (accrued) benefit cost..............................  $ (123)   $   259
                                                              ======    =======
</TABLE>

     In determining the projected benefit obligation, the assumed discount rate
was 7.5% for 2000 and 1999, the rate of increase in future compensation levels
was 4.0% for 2000 and 1999, and the expected long-term rate of return on plan
assets was 7.5% in 2000 and 7.0% in 1999. The Company's policy is to fund
amounts deductible for federal income tax purposes. Expense for defined
contribution plans was $2.5 million in 2000, 1999 and 1998.

NOTE D - DEBT AND CREDIT ARRANGEMENTS

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2000       1999
                                                              -------    -------
<S>                                                           <C>        <C>
Revolving credit agreement..................................  $17,400    $12,500
Australian dollar denominated term loans (A$3,900 and
  A$2,600), at 7.3 to 7.46% currently, due annually
  2001-2006.................................................    2,141      1,690
Other loans in various denominations, currently ranging from
  5.4% to 18.5%, due 2001-2005..............................    1,164      1,572
                                                              -------    -------
                                                               20,705     15,762
Less current portion........................................     (545)    (1,255)
                                                              -------    -------
                                                              $20,160    $14,507
                                                              =======    =======
</TABLE>

     The revolving credit agreement makes $40 million available through December
31, 2002 at an interest rate at the lower of the lender's prime rate, 1/2% above
the London interbank rate (LIBOR) or the lender's cost of funds plus 1/2%. The
effective rate at December 31, 2000 was 7.125%. The revolving credit agreement
contains among other provisions, requirements for maintaining levels of working
capital and net worth. Under the most restrictive of the covenants approximately
$54.5 million of net worth (exclusive of accumulated foreign currency
translation adjustment) was available for payment of dividends as of December
31, 2000.

                                        36
<PAGE>   39
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

     Aggregate maturities of long-term debt during the next five years are as
follows: 2001, $.5 million; 2002, $18.8 million; 2003, $.4 million; 2004, $.5
million and 2005, $.5 million.

     Interest paid was $1.6 million in 2000, $1.1 million in 1999 and $1.0
million in 1998.

     The fair value of debt approximates the amounts recorded.

NOTE E - LEASES

     The Company has commitments under operating leases primarily for office and
manufacturing space, transportation equipment and computer equipment. Rental
expense was $1.3 million in 2000 and $1.0 million in each of 1999 and 1998.
Future minimum rental commitments having non-cancelable terms exceeding one year
are $1.2 million in 2001, $1.2 million in 2002, $.8 million in 2003, $.8 million
in 2004, $.8 million in 2005 and an aggregate $12.3 million thereafter.

NOTE F - INCOME TAXES

     The provision for income taxes is based upon income before tax for
financial reporting purposes. Deferred tax assets and liabilities are recognized
for the expected future tax consequences of temporary differences between the
tax bases of assets and liabilities and their carrying value for financial
statement purposes. In estimating future tax consequences, the company considers
anticipated future events, except changes in tax laws or rates, which are
recognized when enacted.

     Income before income tax consists of the following:

<TABLE>
<CAPTION>
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
United States.........................................  $ 6,617    $ 5,965    $18,028
Foreign...............................................   10,518      8,764     10,436
                                                        -------    -------    -------
          Total.......................................  $17,135    $14,729    $28,464
                                                        =======    =======    =======
</TABLE>

     The components of income tax expense are as follows:

<TABLE>
<CAPTION>
                                                           2000      1999      1998
                                                          ------    ------    -------
<S>                                                       <C>       <C>       <C>
Current:
  Federal...............................................  $2,753    $1,117    $ 7,164
  Foreign...............................................   3,662     2,096      2,523
  State and local.......................................     507       990      1,421
                                                          ------    ------    -------
                                                           6,922     4,203     11,108
                                                          ------    ------    -------
Deferred:
  Federal...............................................    (660)     (243)    (1,443)
  Foreign...............................................    (178)      568       (207)
                                                          ------    ------    -------
                                                            (838)      325     (1,650)
                                                          ------    ------    -------
                                                          $6,084    $4,528    $ 9,458
                                                          ======    ======    =======
</TABLE>

                                        37
<PAGE>   40
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

     The differences between the provision for income taxes at the U.S.
statutory rate and the tax shown in the consolidated statements of income are
summarized as follows:

<TABLE>
<CAPTION>
                                                            2000      1999      1998
                                                           ------    ------    ------
<S>                                                        <C>       <C>       <C>
Tax at statutory rate of 35%.............................  $5,996    $5,155    $9,962
State and local taxes, net of federal benefit............     507       696       907
Non-deductible expenses..................................     604       926       574
Non-U.S. tax rate variances net of foreign tax credits...    (890)   (1,523)   (1,113)
Other, net...............................................    (133)     (726)     (872)
                                                           ------    ------    ------
                                                           $6,084    $4,528    $9,458
                                                           ======    ======    ======
</TABLE>

     The tax effects of temporary differences that give rise to significant
portions of the Company's deferred tax assets (liabilities) at December 31 are
as follows:

<TABLE>
<CAPTION>
                                                               2000      1999
                                                              ------    ------
<S>                                                           <C>       <C>
Deferred tax assets:
  Accrued compensation and benefits.........................  $  885    $  822
  Depreciation and other basis differences..................   1,076       689
  Inventory obsolescence....................................     550       204
  Allowance for doubtful accounts...........................     310       253
  Other reserves............................................     691       979
  Other.....................................................     312       173
                                                              ------    ------
  Gross deferred tax assets.................................  $3,824    $3,120

Deferred tax liabilities:
  Depreciation and other basis differences..................    (307)     (340)
  Inventory.................................................      --      (295)
  Other.....................................................    (180)       14
                                                              ------    ------
  Gross deferred tax liabilities............................    (487)     (621)
                                                              ------    ------
  Net deferred tax assets...................................  $3,337    $2,499
                                                              ======    ======
</TABLE>

     The Company has not provided for income taxes on approximately $46 million
of undistributed earnings of foreign subsidiaries and joint ventures. The
Company intends to reinvest these earnings indefinitely in operations outside
the United States. If distributed, such earnings would be subject to withholding
taxes but substantially free of United States income taxes.

     Income taxes paid, net of refunds, were $6.2 million in 2000, $4.8 million
in 1999, and $10.1 million in 1998.

NOTE G - STOCK OPTIONS

     The 1999 Stock Option Plan (Plan) provides for granting of 300,000 options
to key employees to buy common shares of the Company at not less than fair
market value of the shares on the date of grant. At December 31, 2000 there were
300,000 shares reserved for the Plan. Under the Plan, options vest 50% one year
following the date of the grant, 75% after two years, 100% after three years and
expire from five to ten years from the date of grant.

     In 2000, 155,000 options were granted at exercise prices of $15.125 and
$16.638 per share. All options were outstanding as of December 31, 2000 and no
options were exercisable as of December 31, 2000.

                                        38
<PAGE>   41
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

     As permitted under Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation ("SFAS 123"), the Company applies the
intrinsic value based method prescribed in Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, to account for stock options
granted to employees to purchase common shares. Under this method, compensation
expense is measured as the excess, if any, of the market price at the date of
grant over the exercise price of the options. Therefore, no compensation expense
has been recorded.

     SFAS 123 requires pro forma disclosure of the effect on net income and
earnings per share when applying the fair value method of valuing stock-based
compensation. If the fair value method to measure compensation cost for the
Company's stock compensation plan had been used, the Company's net income would
have been reduced by $.5 million in 2000 ($.09 per share). For purposes of this
pro forma disclosure, the estimated fair value of the options is amortized
ratably over the vesting period.

     Disclosures under the fair value method are estimated using the
Black-Scholes option-pricing model with the following assumptions:

<TABLE>
<S>                                                           <C>
Risk-free interest rate.....................................  5.88%
Dividend yield..............................................  3.97%
Expected life...............................................  5 years
Expected volatility.........................................  25.6%
</TABLE>

NOTE H - COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                               2000       1999       1998
                                                              -------    -------    -------
<S>                                                           <C>        <C>        <C>
Numerator
  Net income................................................  $11,051    $10,201    $19,006
                                                              =======    =======    =======
Denominator
  Determination of shares
     Weighted average common shares outstanding.............    5,790      5,975      6,125
     Dilutive effect -- employee stock options..............       --         --         --
                                                              -------    -------    -------
     Diluted weighted average common shares outstanding.....    5,790      5,975      6,125
                                                              =======    =======    =======
Earnings per common share
  Basic.....................................................  $  1.91    $  1.71    $  3.10
  Diluted...................................................  $  1.91    $  1.71    $  3.10
</TABLE>

NOTE I - ASSET IMPAIRMENT

     In December 1998, the Company decided to close or sell an aluminum casting
operation located in Birmingham, Alabama. As a result, the Company recorded an
impairment charge of $1.1 million to reduce the carrying value of certain assets
related to this manufacturing facility. In 1999, after an independent appraisal
of the fair value of this facility, the Company recorded an additional $1.0
million impairment charge. These impairment charges are reflected in the
consolidated statements of income for the years ended December 31, 1999 and 1998
as cost of sales. In February 2000, the Company sold certain long-lived assets
as well as operating assets located at this facility to a third party.

                                        39
<PAGE>   42
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

NOTE J - BUSINESS SEGMENTS

     The Company designs, manufactures and sells hardware employed in the
construction and maintenance of telecommunications, energy and other utility
networks. Principal products include cable anchoring and control hardware,
splice enclosures and devices which are sold primarily to customers in North and
South America, Europe and Asia.

     The Company's segments are based on the way management aggregates business
units for making operating decisions and assessing performance. The Company's
reportable operating segments are domestic and foreign operations. The
accounting policies of the operating segments are the same as those described in
Note A.

<TABLE>
<CAPTION>
                                                       2000        1999        1998
                                                     --------    --------    --------
<S>                                                  <C>         <C>         <C>
Net sales
  Domestic.........................................  $125,764    $123,228    $138,981
  Foreign..........................................    81,568      72,017      77,263
                                                     --------    --------    --------
Total net sales....................................  $207,332    $195,245    $216,244
                                                     ========    ========    ========
Intersegment sales
  Domestic.........................................  $  4,996    $  3,490    $  7,849
  Foreign..........................................       732         427         401
                                                     --------    --------    --------
Total intersegment sales...........................  $  5,728    $  3,917    $  8,250
                                                     ========    ========    ========
Operating income
  Domestic.........................................  $  4,801    $  1,707    $ 13,693
  Foreign..........................................    12,569      11,036      11,300
                                                     --------    --------    --------
                                                       17,370      12,743      24,993
Equity in net income of joint ventures.............       335         928         771
Interest income
  Domestic.........................................        58         124          55
  Foreign..........................................       624         589         674
                                                     --------    --------    --------
                                                          682         713         729
Interest expense
  Domestic.........................................    (1,206)       (642)       (751)
  Foreign..........................................      (402)       (425)       (237)
                                                     --------    --------    --------
                                                       (1,608)     (1,067)       (988)
Other income -- net................................       356       1,412       2,959
                                                     --------    --------    --------
Income before income taxes.........................  $ 17,135    $ 14,729    $ 28,464
                                                     ========    ========    ========
Identifiable assets
  Domestic.........................................  $ 97,905    $ 95,051    $ 88,592
  Foreign..........................................    62,558      55,378      59,920
                                                     --------    --------    --------
                                                      160,463     150,429     148,512
  Corporate........................................    10,148       9,235       9,205
                                                     --------    --------    --------
Total assets.......................................  $170,611    $159,664    $157,717
                                                     ========    ========    ========
</TABLE>

                                        40
<PAGE>   43
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                       2000        1999        1998
                                                     --------    --------    --------
<S>                                                  <C>         <C>         <C>
Long-lived assets
  Domestic.........................................  $ 37,394    $ 33,842    $ 31,973
  Foreign..........................................    21,349      20,157      19,622
                                                     --------    --------    --------
                                                     $ 58,743    $ 53,999    $ 51,595
                                                     ========    ========    ========
Depreciation and amortization
  Domestic.........................................  $  8,423    $  7,284    $  6,554
  Foreign..........................................     2,109       2,502       2,200
                                                     --------    --------    --------
                                                     $ 10,532    $  9,786    $  8,754
                                                     ========    ========    ========
</TABLE>

     Transfers between geographic areas are generally above cost and consistent
with rules and regulations of governing tax authorities. Corporate assets are
equity investments in joint ventures.

NOTE K - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                     ------------------------------------------
                                                     MARCH 31    JUNE 30    SEPT. 30    DEC. 31
                                                     --------    -------    --------    -------
<S>                                                  <C>         <C>        <C>         <C>
2000
Net sales..........................................  $49,820     $54,988    $53,353     $49,171
Gross profit.......................................   16,013      18,545     17,345      17,089
Income before income taxes.........................    3,684       5,103      4,414       3,934
Net income.........................................    2,831       3,097      2,679       2,444
Net income per share, basic and diluted............  $  0.49     $  0.53    $  0.46     $  0.43

1999
Net sales..........................................  $46,684     $49,471    $52,609     $46,481
Gross profit.......................................   15,029      16,443     17,413      14,745
Income before income taxes.........................    3,318       3,157      5,626       2,628
Net income.........................................    2,794       2,154      3,640       1,613
Net income per share, basic and diluted............  $  0.46     $  0.35    $  0.62     $  0.28
</TABLE>

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

     The following consolidated financial statements of the Company are included
in Item 13:

<TABLE>
<CAPTION>
PAGE                      FINANCIAL STATEMENTS
- - ----                      --------------------
<C>   <S>
  28  Report of Ernst & Young LLP, Independent Auditors
  29  Consolidated Balance Sheets at December 31, 1999 and 2000
  30  Statements of Consolidated Income for the years ended
      December 31, 1998, 1999 and 2000
  31  Statements of Consolidated Shareholders' Equity for the
      years ended December 31, 1998, 1999 and 2000
  32  Statements of Consolidated Cash Flows for the years ended
      December 31, 1998, 1999 and 2000
</TABLE>

                                        41
<PAGE>   44
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                 (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

(b) Exhibit Index

<TABLE>
<CAPTION>
EXHIBIT NO.                      DESCRIPTION OF EXHIBIT
- - -----------                      ----------------------
<C>           <S>
    3.1       Amended and Restated Articles of Incorporation of Preformed
              Line Products Company
    3.2       Amended and Restated Code of Regulations of Preformed Line
              Products Company
    4         Description of Specimen Stock Certificate
   10.1       Agreement between Ruhlman Motor Sports and Preformed Line
              Products Company dated February 28, 2001 regarding
              sponsorship of racing car
   10.2       Agreement between Ruhlman Motor Sports and Preformed Line
              Products Company dated February 1, 2000 regarding
              sponsorship of racing car
   10.3       Agreement between Ruhlman Motor Sports and Preformed Line
              Products Company dated February 4, 1999 regarding
              sponsorship of racing car
   10.4       Employment Agreement between Kenneth W. Brownell, Jr. and
              Preformed Line Products Company dated December 3, 1998
   10.5       Preformed Line Products Company 1999 Employee Stock Option
              Plan
   10.6       Preformed Line Products Company Officers Bonus Plan
   10.7       Preformed Line Products Company Executive Life Insurance
              Plan -- Summary
   10.8       Preformed Line Products Company Supplemental Profit Sharing
              Plan
   10.9       Revolving Credit Agreement between National City Bank and
              Preformed Line Products Company, dated December 30, 1994, as
              amended
   21         Subsidiaries of Preformed Line Products Company
</TABLE>

                                        42
<PAGE>   45

                                   SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                          PREFORMED LINE PRODUCTS COMPANY

                                          /s/ ROBERT G. RUHLMAN
                                          --------------------------------------
                                          Robert G. Ruhlman
                                          President and Chief Executive Officer

April 30, 2001

                                        43
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>l87514aex3-1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                        PREFORMED LINE PRODUCTS COMPANY

     FIRST: The name of the corporation shall be Preformed Line Products
Company.

     SECOND: The place in the State of Ohio where the principal office of the
corporation is located is Mayfield Village, Cuyahoga County.

     THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.

     FOURTH: The number of shares which the corporation is authorized to have
outstanding is Fifteen Million (15,000,000) shares of Common Stock, with the par
value of Two Dollars ($2.00) per share.

     FIFTH: No holder of shares of the corporation of any class shall be
entitled as such, as a matter of right, to subscribe for or purchase shares of
any class, now or hereafter authorized, or to subscribe for or purchase
securities convertible into or exchangeable for shares of the corporation or to
which shall be attached or appertain any warrants or rights entitling the holder
thereof to subscribe for or purchase shares, except such rights of subscription
or purchase, if any, for such considerations and upon such terms and conditions
as its Board of Directors from time to time may determine.

     SIXTH: Except as otherwise provided in these Amended and Restated Articles
of Incorporation or the Amended and Restated Code of Regulations of the
corporation as in effect from time to time, notwithstanding any provision of
Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code and any
amendments heretofore or hereafter made thereto, any action requiring for any
purpose the vote, consent, waiver or release of the holders of shares entitling
them to exercise two-thirds 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 of the holders of shares entitling them to exercise a majority
of the voting power of the corporation, or of such class or classes, unless the
proportion designated by such statute cannot by law be altered by these Amended
and Restated Articles of Incorporation.

     SEVENTH: The corporation may from time to time, pursuant to authorization
by the Board of Directors and without action by shareholders, purchase or
otherwise acquire outstanding shares of the corporation of any class or classes
in such manner, upon such terms, for such considerations and in such amounts as
the Board of Directors shall determine.

     EIGHTH: No shareholder may cumulate such shareholder's voting power in the
election of directors.

     NINTH: Any amendment of these Articles shall require an affirmative vote of
the holders of the shares entitling them to exercise at least a majority of the
voting power of the corporation on such amendment; provided, however, that any
amendment of these Articles, or other action of the shareholders, having the
effect of rendering the provisions of Chapter 1704 of the Ohio Revised Code
(Transactions Involving Interested Shareholders) not applicable to the
corporation shall require the vote required by the Ohio Revised Code.

     TENTH: These Amended and Restated Articles of Incorporation amend and
restate in their entirety, and supersede and take the place of, the existing
Articles of Incorporation of the corporation and all amendments thereto.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>l87514aex3-2.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 3.2

                    AMENDED AND RESTATED CODE OF REGULATIONS

                                       OF

                        PREFORMED LINE PRODUCTS COMPANY

                                   ARTICLE I

                            MEETINGS OF SHAREHOLDERS

     Section 1. Annual Meetings.  The annual meeting of shareholders shall be
held at such time and on such date in the month of April of each year as may be
fixed by the Board of Directors and stated in the notice of the meeting, for the
election of directors, the consideration of reports to be laid before such
meeting and the transaction of such other business as may properly come before
the meeting.

     Section 2. Special Meetings.  Special meetings of the shareholders shall be
called upon the written request of the chairman of the board, the president, the
directors by action at a meeting, a majority of the directors acting without a
meeting, or of the holders of shares entitling them to exercise twenty-five
percent (25%) of the voting power of the Corporation entitled to vote thereat.
Calls for such meetings shall specify the purposes thereof. No business other
than that specified in the call shall be considered at any special meeting.

     Section 3. Notices of Meetings.  Written notice of each annual or special
meeting stating the time, place, and the purposes thereof shall be given by
personal delivery or by mail to each shareholder of record entitled to vote at
or entitled to notice of the meeting, not more than sixty (60) days nor less
than seven (7) days before any such meeting. If mailed, such notice shall be
directed to the shareholder at his address as the same appears upon the records
of the Corporation. Any shareholder, either before or after any meeting, may
waive any notice required to be given by law or under these Regulations.

     Section 4. Place of Meetings.  Meetings of shareholders shall be held at
the principal office of the Corporation unless the Board of Directors determines
that a meeting shall be held at some other place within or without the State of
Ohio and causes the notice thereof to so state.

     Section 5. Quorum.  The holders of shares entitling them to exercise a
majority of the voting power of the Corporation entitled to vote at any meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business to be considered at such meeting; provided, however, that no action
required by law or by the Articles of Incorporation or these Regulations to be
authorized or taken by the holders of a designated proportion of the shares of
any particular class or of each class may be authorized or taken by a lesser
proportion.

     At any such meeting at which a quorum is present, all questions and
business which shall properly come before the meeting shall be determined by the
vote of the holders of a majority of such voting shares as are represented in
person or by proxy, except when a greater proportion is required by law or the
Articles of Incorporation.

     The holders of a majority of the voting shares represented at a meeting,
whether or not a quorum is present, may adjourn such meeting from time to time,
until a quorum shall be present. If any meeting is so adjourned, notice of
adjournment need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting.

     Section 6. Record Date.  The Board of Directors may fix a record date for
any lawful purpose including, without limiting the generality of the foregoing,
the determination of shareholders entitled to (i) receive notice of or to vote
at any meeting, (ii) receive payment of any dividend or distribution, (iii)
receive or exercise rights of purchase of or subscription for, or exchange or
conversion of, shares or other securities, subject to any contract right with
respect thereto, or (iv) participate in the execution of written consents,
waivers or releases. Said record date shall not be more than sixty (60) days
preceding the date of such meeting, the date fixed for
<PAGE>   2

the payment of any dividend or distribution or the date fixed for the receipt or
the exercise of rights, as the case may be.

     Section 7. Advance Notice of Shareholder-Proposed Business at Annual
Meeting.  To be properly brought before an annual meeting, business must be
either (a) specified in the notice of meeting given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than ninety (90) nor
more than one hundred and twenty (120) days prior to the one year anniversary of
the date of the annual meeting of the previous year. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address of the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
that are "beneficially owned" (as defined under Rule 13d-3 of the rules
promulgated under the Securities Exchange Act of 1934, as amended) by the
shareholder, and (iv) any material interest of the shareholder in such business.
Notwithstanding anything in this Code of Regulations to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 7; provided, however, that nothing in this
Section 7 shall be deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting. The chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 7 and if he or she should so determine, he or she
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

                                   ARTICLE II

                            CERTIFICATES FOR SHARES

     Section 1. Form and Execution.  Certificates for shares, certifying the
number of fully paid shares owned, shall be issued to each shareholder in such
form as shall be approved by the Board of Directors. Such certificates shall be
signed by the chairman of the board, the president or a vice president and by
the secretary or an assistant secretary or the treasurer or an assistant
treasurer; provided, however, that if such certificates are countersigned by a
transfer agent and/or registrar, the signatures of any of said officers and the
seal of the Corporation upon such certificates may be facsimiles, engraved,
stamped or printed. If any officer or officers, who shall have signed, or whose
facsimile signature shall have been used, printed or stamped on any certificate
or certificates for shares, shall cease to be such officer or officers, because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates,
if authenticated by the endorsement thereon of the signature of a transfer agent
or registrar, shall nevertheless be conclusively deemed to have been adopted by
the Corporation by the use and delivery thereof and shall be as effective in all
respects as though signed by a duly elected, qualified and authorized officer or
officers, and as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be an officer or officers of the Corporation.

     Section 2. Registration of Transfer.  Any certificate for shares of the
Corporation shall be transferable in person or by attorney upon the surrender
thereof to the Corporation or any transfer agent therefor (for the class of
shares represented by the certificate surrendered) properly endorsed for
transfer and accompanied by such assurances as the Corporation or such transfer
agent may require as to the genuineness and effectiveness of each necessary
endorsement.

     Section 3. Lost, Destroyed or Stolen Certificates.  A new share certificate
or certificates may be issued in place of any certificate theretofore issued by
the Corporation which is alleged to have been lost, destroyed or wrongfully
taken upon (i) the execution and delivery to the Corporation by the person
claiming the certificate
                                        2
<PAGE>   3

to have been lost, destroyed or wrongfully taken of an affidavit of that fact,
specifying whether or not, at the time of such alleged loss, destruction or
taking, the certificate was endorsed, and (ii) the furnishing to the Corporation
of indemnity and other assurances satisfactory to the Corporation and to all
transfer agents and registrars of the class of shares represented by the
certificate against any and all losses, damages, costs, expenses or liabilities
to which they or any of them may be subjected by reason of the issue and
delivery of such new certificate or certificates or in respect of the original
certificate.

     Section 4. Registered Shareholders.  A person in whose name shares are of
record on the books of the Corporation shall conclusively be deemed the
unqualified owner and holder thereof for all purposes and to have capacity to
exercise all rights of ownership. Neither the Corporation nor any transfer agent
of the Corporation shall be bound to recognize any equitable interest in or
claim to such shares on the part of any other person, whether disclosed upon
such certificate or otherwise, nor shall they be obliged to see to the execution
of any trust or obligation.

                                  ARTICLE III

                                   DIRECTORS

     Section 1. Number and Classification of Directors.  Until changed in
accordance with the provisions of this section, the number of directors of the
Corporation, none of whom need be shareholders, shall be at least six (6) and
not greater than nine (9). The number of directors may be fixed or changed at
any annual meeting or at any special meeting called for that purpose by the
affirmative vote of the directors or by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation on such proposal.

     The directors shall be divided, with respect to the time for which they
severally hold office, into two (2) or three (3) classes, composed of at least
three (3) directors each, with the term of office of each such class to expire
at such time as prescribed by the shareholders at the annual meeting in which
the directors of such class are elected. At each annual meeting of shareholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the second (if there are two classes)
or third (if there are three classes) succeeding annual meeting of shareholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.

     Section 2. Nomination of Directors; Advance Notice of Shareholder
Nominations.  Only persons who are nominated in accordance with the procedures
set forth in this Section 2 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
at the annual meeting may be made by or at the direction of the Board of
Directors, by any nominating committee or person appointed for such purpose by
the Board of Directors, or by any shareholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2. Such nominations, other than those made
by, or at the direction of, or under the authority of the Board of Directors,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than ninety (90) nor more than one hundred and twenty (120) days prior to
the one year anniversary of the date of the annual meeting of the previous year.
Such shareholder's notice to the Secretary shall set forth (a) as to each person
whom the shareholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of the Corporation, if any, which are beneficially
owned by the person, and (iv) any other information relating to the person that
is required to be disclosed in solicitations for proxies for election of
directors; and (b) as to the shareholder giving the notice (i) the name and
record address of the shareholder and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
shareholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the qualifications of such proposed nominee to serve as a director of the
Corporation. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance

                                        3
<PAGE>   4

with the foregoing procedure and, if he or she should so determine, he or she
shall so declare to the meeting and the defective nomination shall be
disregarded.

     Section 3. Election of Directors.  The election of directors shall be held
at the annual meeting of shareholders. If, however, an annual meeting is not
held or directors are not elected thereat, they may be elected at a special
meeting called and held for that purpose. Such election shall be by ballot
whenever requested by any shareholder entitled to vote at such election; but,
unless such request is made, the election may be conducted in any manner
approved at such meeting.

     Section 4. Term of Office.  Each director shall hold office until such time
as his or her successor is elected and qualified as provided in this Article III
or until his earlier resignation, removal from office or death.

     Section 5. Removal.  All the directors, or all the directors of a
particular class, or any individual director may be removed from office, without
assigning any cause, by the vote of the holders of at least two-thirds of the
voting power entitling them to elect directors in place of those to be removed.
In case of any such removal, a new director may be elected at the same meeting
for the unexpired term of each director removed.

     Section 6. Vacancies.  Vacancies in the Board of Directors, regardless of
how such vacancies shall have been created, may be filled by a majority vote of
the remaining directors. A vacancy or vacancies in the Board of Directors shall
be deemed to exist if the number of directors of any class is increased by the
board. Any person or persons chosen by the Board of Directors to fill a vacancy
or vacancies on the board shall hold office until the next meeting of
shareholders called for the election of directors. Shareholders entitled to
elect directors shall have the right to fill any vacancy or vacancies in the
board (whether the same has been temporarily filled by the remaining directors
or not) at any meeting of the shareholders called for the election of directors
and any directors elected at any such meeting of shareholders shall serve for
the balance of the unexpired term.

     Section 7. Quorum.  A majority of the directors in office at the time shall
constitute a quorum for the transaction of business. The act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors unless a greater number is required by law. Whenever
less than a quorum is present at the time and place appointed for any meeting of
the board, a majority of those present may adjourn the meeting from time to
time, until a quorum shall be present.

     Section 8. Annual Meeting.  Annual meetings of the Board of Directors shall
be held immediately following annual meetings of the shareholders, or as soon
thereafter as is practicable. If no annual meeting of the shareholders is held,
or if directors are not elected thereat, then the annual meeting of the Board of
Directors shall be held immediately following any special meeting of the
shareholders at which directors are elected, or as soon thereafter as is
practicable. If such annual meeting of directors is held immediately following a
meeting of the shareholders, it shall be held at the same place at which such
shareholders' meeting was held.

     Section 9. Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such times and places, within or without the State of Ohio, as
the Board of Directors may, by resolution or by-law, from time to time,
determine. The secretary shall give notice of each such resolution or by-law to
any director who was not present at the time the same was adopted, but no
further notice of such regular meeting need be given.

     Section 10. Special Meetings.  Special meetings of the Board of Directors
may be called by the chairman of the board, the president, any vice president,
or any two members of the Board of Directors, and shall be held at such times
and places, within or without the State of Ohio, as may be specified in such
call.

     Section 11. Compensation.  The directors, as such, shall be entitled to
receive such reasonable compensation for their services as may be fixed from
time to time by resolution of the board, and expenses of attendance, if any, may
be allowed for attendance at each annual, regular or special meeting of the
board. Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of any standing or special committee may by

                                        4
<PAGE>   5

resolution of the board be allowed such compensation for their services as the
board may deem reasonable, and additional compensation may be allowed to
directors for special services rendered.

     Section 12. By-laws.  For the government of its actions, the Board of
Directors may adopt by-laws consistent with the Articles of Incorporation and
these Regulations.

     Section 13. Committees.  The Board of Directors may by resolution provide
for such standing or special committees as it deems desirable, and discontinue
the same at its pleasure. Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board
of Directors. Vacancies in such committees shall be filled by the Board of
Directors or as the Board of Directors may provide.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. General Provisions.  The Board of Directors shall elect a chief
executive officer, a president, such number of vice presidents as the board may
from time to time determine, a secretary and a treasurer and, in its discretion,
a chairman of the Board of Directors. The Board of Directors may from time to
time create such offices and appoint such other officers, subordinate officers
and assistant officers as it may determine. The president, any vice president
who succeeds to the office of the president, and the chairman of the board shall
be, but the other officers need not be, chosen from among the members of the
Board of Directors. Any two of such offices, other than that of president and
vice president, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.

     Section 2. Term of Office.  The officers of the Corporation shall hold
office during the pleasure of the Board of Directors, and, unless sooner removed
by the Board of Directors, until the organization meeting of the Board of
Directors following the date of their election and until their successors are
chosen and qualified. The Board of Directors may remove any officer at any time,
with or without cause. A vacancy in any office, however created, shall be filled
by the Board of Directors.

                                   ARTICLE V

                               DUTIES OF OFFICERS

     Section 1. Chairman of the Board.  The chairman of the board, if one be
elected, shall preside at all meetings of the Board of Directors and of the
shareholders and shall have such other powers and duties as may be prescribed by
the Board of Directors.

     Section 2. Chief Executive Officer.  The Board of Directors shall designate
either the chairman of the board or the president as chief executive officer of
the Corporation. The chief executive officer shall exercise supervision over the
business of the Corporation and all of the other officers of the Corporation,
subject, however, to the control of the Board of Directors. He shall have
authority to sign all certificates for shares and all deeds, mortgages, bonds,
agreements, notes, and other instruments requiring his signature, and shall have
all the powers and duties as the Board of Directors may from time to time assign
to him.

     Section 3. President.  The president of the Corporation shall exercise
supervision over such aspects of the business of the Corporation as may be
assigned to him by the chief executive officer (if the president has not been
designated chief executive officer), subject, however, to the control of the
chief executive officer and the Board of Directors. He shall have authority to
sign all certificates for shares and all deeds, mortgages, bonds, agreements,
notes, and other instruments requiring his signature, and shall have all the
powers and duties as the chief executive officer or the Board of Directors may
from time to time assign to him. If the president has not been designated by the
Board of Directors as the chief executive officer, he shall report to the chief
executive officer.

     Section 4. Vice Presidents.  The vice presidents shall have such powers and
duties as may from time to time be assigned to them by the Board of Directors or
the chief executive officer.
                                        5
<PAGE>   6

     Section 5. Secretary.  The secretary shall keep minutes of all the
proceedings of the shareholders and Board of Directors and shall make proper
record of the same, which shall be attested by him; shall have authority to
execute and deliver certificates as to any of such proceedings and any other
records of the Corporation; shall have authority to sign all certificates for
shares and all deeds, mortgages, bonds, agreements, notes and other instruments
to be executed by the Corporation which require his signature; shall give notice
of meetings of shareholders and directors; shall produce on request at each
meeting of shareholders a certified list of shareholders arranged in
alphabetical order; shall keep such books and records as may be required by law
or by the Board of Directors; and, in general, shall perform all duties incident
to the office of secretary and such other duties as may from time to time be
assigned to him by the Board of Directors or the chief executive officer.

     Section 6. Treasurer.  The treasurer shall have general supervision of all
finances; he shall receive and have in charge all money, bills, notes, deeds,
leases, mortgages and similar property belonging to the Corporation, and shall
do with the same as may from time to time be required by the Board of Directors.
He shall cause to be kept adequate and correct accounts of the business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, stated capital and shares, together with
such other accounts as may be required, and upon the expiration of his term of
office shall turn over to his successor or to the Board of Directors all
property, books, papers and money of the Corporation in his hands; and he shall
have such other powers and duties as may from time to time be assigned to him by
the Board of Directors or the chief executive officer. Unless another individual
is elected to the office of treasurer, the vice president-finance shall also
serve as treasurer.

     Section 7. Duties of Officers May Be Delegated.  In the absence of any
officer of the Corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties, or any of them, of such officers to any other officer or to
any director.

                                   ARTICLE VI

                         INDEMNIFICATION AND INSURANCE

     Section 1. Indemnification in Non-Derivative Actions.  The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than an action
by or in the right of the Corporation, by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, partner or employee
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

     Section 2. Indemnification in Derivative Actions.  The Corporation shall
indemnify any person who was or is a party, or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
partner or employee of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of (a) any claim, issue or matter as to
                                        6
<PAGE>   7

which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless, and only to
the extent that the Court of Common Pleas, or the court in which such action or
suit was brought, shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Common Pleas or such court shall deem proper; or (b) any action or
suit in which the only liability asserted against a director is pursuant to
Section 1701.95 of the Ohio Revised Code.

     Section 3. Indemnification as Matter of Right.  To the extent that a
director, trustee, officer, partner or employee has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in
Sections l and 2 of this Article VI, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection therewith.

     Section 4. Determination of Conduct.  Any indemnification under Sections 1
and 2 of this Article VI, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, partner or employee is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Sections l and 2 of this Article VI. Such determination shall be made
(a) by a majority vote of a quorum consisting of directors of the Corporation
who were not and are not parties to or threatened with any such action, suit, or
proceeding; or (b) if such a quorum is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written opinion by
independent legal counsel, other than an attorney or a firm having associated
with it an attorney who has been retained by or who has performed services for
the Corporation or any person to be indemnified within the past five years; or
(c) by the shareholders; or (d) by the Court of Common Pleas or the court in
which such action, suit, or proceeding was brought. Any determination made by
the disinterested directors under Section 4(a) or by independent legal counsel
under Section 4(b) of this Article VI shall be promptly communicated to the
person who threatened or brought the action or suit, by or in the right of the
Corporation under Section 2 of this Article VI, and within ten days after
receipt of such notification, such person shall have the right to petition the
Court of Common Pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.

     Section 5. Mandatory Advance Payment of Expenses.  Unless at the time of a
director's act or omission that is the subject of an action, suit or proceeding
referred to in Sections 1 and 2 of this Article VI, the Articles of
Incorporation or the Code of Regulations of the Corporation state that the
provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to
the Corporation and unless the only liability asserted against the director in
an action, suit or proceeding referred to in Sections 1 and 2 of this Article VI
is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including
attorneys' fees, incurred by a director in defending the action, suit or
proceeding shall be paid by the Corporation as they are incurred, in advance of
the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following: (a) repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Corporation or undertaken with reckless disregard for the best interests of
the Corporation; and (b) reasonably cooperate with the Corporation concerning
the action, suit or proceeding.

     Section 6. Advance Payment of Expenses.  Expenses, including attorneys'
fees, incurred in defending any action, suit, or proceeding referred to in
Sections l and 2 of this Article VI, may be paid by the Corporation as they are
incurred, in advance of the final disposition of such action, suit, or
proceeding as authorized by the directors in the specific case upon receipt of
an undertaking by or on behalf of the director, trustee, officer, partner or
employee to repay such amount, if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized in this Article
VI.

     Section 7. Nonexclusivity.  The indemnification provided by this Article VI
shall not be deemed exclusive of, and shall be in addition to, any other rights
to which those seeking indemnification may be entitled under the Articles of
Incorporation or the Code of Regulations or any agreement, vote of shareholders

                                        7
<PAGE>   8

or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office and
shall continue as to a person who has ceased to be a director, trustee, officer,
partner or employee and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

     Section 8. Liability Insurance.  The Corporation may purchase and maintain
insurance or furnish similar protection on behalf of or for any person who is or
was a director, officer or employee of the Corporation, or is or was serving at
the request of the Corporation as a director, trustee, officer, partner or
employee of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article VI or
of Chapter 1701 of the Ohio Revised Code.

     Section 9. No Obligation of Repayment.  The authority of the Corporation to
indemnify persons pursuant to Sections 1 and 2 of this Article VI does not limit
the payment of expenses as they are incurred, indemnification, insurance, or
other protection that may be provided pursuant to Sections 5, 6, 7 and 8 of this
Article VI. Sections 1 and 2 of this Article VI do not create any obligation to
repay or return payments made by the Corporation pursuant to Sections 5, 6, 7
and 8 of this Article VI.

                                  ARTICLE VII

                           CONTROL SHARE ACQUISITIONS

     Section 1701.831 of the Ohio Revised Code does not apply to "control share
acquisitions" of shares of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

     This Code of Regulations may be amended, or new regulations may be adopted,
at any meeting of shareholders called for such purpose by the affirmative vote
of the holders of shares entitling them to exercise a majority of the voting
power of the Corporation on such proposal, except that Sections 1 and 5 (Number
and Classification; Removal) of Article III may be amended or repealed only by
the affirmative vote of the holders of shares entitling them to exercise at
least two-thirds of the voting power on such proposal.

                                        8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>l87514aex4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>

<PAGE>   1
                                                                       Exhibit 4


      DESCRIPTION OF STOCK CERTIFICATE OF COMMON STOCK (PAR VALUE $2.00) OF
                         PREFORMED LINE PRODUCTS COMPANY


The face of the certificate has a blue border which begins 0.4375 inches from
the edge on all four sides of the page. The blue border is 0.75 inches wide and
contains thin, white, web-like lines which form a wave design along the outside
edge of all four sides of the border. The middle of the border has a darker blue
background and oval shapes formed by the thin, white, web-like lines; two small
circles are placed between every oval pattern. The inner-most edge of the border
has a series of half-circles made from the white web-lines.

The upper-left and upper-right corners of the certificate border contain
web-like lines which form an irregularly shaped circular pattern. The upper-left
corner is framed by leafy scrolls in the lower right corner which extend beyond
the edges of the border and the upper-right corner is framed by leafy scrolls in
the lower left corner which extend beyond the edges of the border.

The top left side of the white space within the border contains an irregularly
shaped oval pattern of blue lines. Within this oval is a light blue octagon
shape which contains the words "NUMBER" printed in white ink and contains a
letter printed in black ink and a number printed in red ink. The corresponding
top right side contains the same shape and contains the words "SHARES" printed
in white ink and would contain the number of shares issued to the certificate
holder.

The bottom center edge of the border houses a large, blue circle which contains
the words "SEAL" in bold, black print in the middle and the word "OHIO" in
smaller print along the bottom half of the circle. The words "PREFORMED LINE
PRODUCTS COMPANY", in black ink, are arranged in a circular pattern along the
inside edge of the circle.

The center of the top edge of the border contains the start of a thick blue
circle which then continues in the area of white below the border's edge. The
circle contains a picture of a bald eagle, perched on a rock, looking over its
left shoulder. Trees and clouds are visible behind the eagle. The picture is
sketched in shades of blue and ends in a thick blue line which extends 5.5
inches horizontally. The bottom left and right corners of the circle containing
the picture are framed with large leafy scrolls in a horizontal position; the
upper corners have smaller leafy scrolls in a vertical position.

Below the picture of the eagle and the thick blue line, in the center of the
certificate, the following text is visible:  INCORPORATED UNDER THE LAWS OF THE
STATE OF OHIO.  The next line is written in scroll font as follows: Preformed
Line Products Company.
<PAGE>   2
The next line contains bold, black font which reads "This Certifies that" and
would be followed by the shareholders name and then continues with the words "is
the holder of" in smaller text. The next line contains a black lined box which
contains the following "CUSIP 740444 10 4".

The next line of text contains the words "FULLY PAID AND NON-ASSESSABLE SHARES
OF COMMON STOCK, OF THE PAR VALUE OF TWO DOLLARS ($2.00) EACH, OF" followed by a
line of bold, scroll font which reads "Preformed Line Products Company,". The
following word complete the text of the body of the certificate:

"transferable on the books of the Corporation, in person or by duly authorized
attorney, upon surrender of this certificate, properly endorsed.

      This certifies and the shares represented hereby are issued and shall be
held subject to all the provisions of the Articles of Incorporation of the
Corporation, filed in the Office of the Secretary of the State of Ohio, to all
of which the holder, by acceptance hereof, assents.

      WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.

Dated" which would be followed by the issue date printed on a line.

The lower left corner of the certificate contains the signature of J. Richard
Hamilton and below the signature is printed his title, "SECRETARY"; the lower
right corner of the certificate contains the signature of Jon R. Ruhlman and
below his signature is printed his title, "CHAIRMAN".

The following text is aligned vertically along the right inside edge of the
border in the lower half of the page:

"Countersigned and Registered:

NATIONAL CITY BANK
(Cleveland, Ohio)       Transfer Agent and Registrar.

                        By
                           -----------------------------------
                                Authorized Signature"



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>l87514aex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1


                                                               February 28, 2001



Mr. Randy Ruhlman
Ruhlman Motor Sports
2530 Brandt Forest Court
Greensboro, NC  27455


Dear Randy:

We are pleased to have the opportunity to be associated with Ruhlman Motorsports
for the 2001 race season. The move to the Chevrolet Corvette is very exciting
and should contribute to an enhanced visibility this year. After all, everyone
loves Corvettes. (You know, "Baseball, hotdogs, apple pie & Chevrolet!")

PLP(R) agrees to support Ruhlman Motorsports for the 2001 season through a
sponsorship fee of $658,000. Enclosed is a check for $300,000. The disbursement
schedule for the remaining amount is as follows:

<TABLE>
<S>                                           <C>
                               APRIL 2001 -   $179,000
                               MAY 2001   -   $179,000
</TABLE>

As in the past, PLP agrees to pay for crash damage not to exceed $25,000 this
season. "Fender bender" type accidents or maintenance items will not qualify for
crash damage reimbursement.

Currently, we are committed to customer related activities at the Cleveland and
Portland events. Other events are still being considered. As discussed, your
idea to support customer entertainment in the paddock area is very appealing to
us.
<PAGE>   2
R. RUHLMAN
RUHLMAN MOTORSPORTS
FEBRUARY 28, 2001                                                       PAGE 2
- - --------------------------------------------------------------------------------

We are evaluating our requirements for event give-aways, and need to review this
area with you or Cristi before vendor commitments are in place.

Randy, we anticipate an exciting and successful 2001 season. We look forward to
building stronger customer relationships in the coming months through our unique
association with Ruhlman Motorsports. Please call me if there should be any
questions.

                                                Regards,

                                                /s/ Jon Barnes
                                                ---------------------

                                                Jon Barnes

RJB:jkj

cc:   J. R. Ruhlman, R. G. Ruhlman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>l87514aex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.2


                                                                February 1, 2000



Mr. Randy Ruhlman
Ruhlman Motor Sports
2530 Brandt Forest Court
Greensboro, NC  27455


Dear Randy:

We are pleased to have the opportunity to be associated with Ruhlman Motorsports
for the 2000 race season. The move to the Oldsmobile Aurora is very exciting and
should contribute to an enhanced visibility this year.

Regarding our 2000 sponsorship fee, PLP(R) agrees to pay Ruhlman Motorsports
$658,000 this season. Enclosed is a check for $300,000. The payment schedule for
the remainder of the fee is as follows:

<TABLE>
<S>                                       <C>
                        March 2000        $179,000
                        April 2000        $179,000
</TABLE>

As in the past, PLP agrees to pay for crash damage not to exceed $25,000 this
season. "Fender bender" type accidents or maintenance items will not qualify for
crash damage reimbursement.

Currently, we are committed to customer related activities at the Long Beach and
Cleveland events. Other events are still being considered. The Concord event
will be open to many PLP employees from the Albemarle plant, and SMP may be
interested as well. At this point, we do not plan to sponsor a chalet.

We are re-evaluating our requirements for shirts, etc., and, therefore, need to
review this area with you or Cristi before vendor commitments are in place.

Randy, we anticipate an exciting and successful 2000 season. We look forward to
building stronger customer relationships in the coming months through our unique
association with Ruhlman Motorsports. Please call me if there should be any
questions.

                                                      Regards,

                                                      /s/ Jon Barnes
                                                      ----------------------
RJB:jkj                                                     Jon Barnes

cc:   J. R. Ruhlman, R. G. Ruhlman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>l87514aex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.3


                                                                February 4, 1999


JOHN BARNES
VICE PRESIDENT
MARKETING AND SALES

Mr. Randy Ruhlman
Ruhlman Motor Sports
2530 Brandt Forest Court
Greensboro, NC  27455


Dear Randy:

It was a pleasure talking to both you and Cristi recently. It sounds like you
have several exciting opportunities ahead of you during the 1999 race season.

Confirming our conversation, we agreed that you would continue procuring the
shirts for us. Also, we are waiting for additional feedback regarding the "match
box" like cars. Hopefully, they will be available to us as well.

Regarding our 1999 sponsorship fee, PREFORMED LINE PRODUCTS agrees to pay
RUHLMAN MOTOR SPORTS $658,000 for the 1999 race season. Enclosed is a check for
$300,000. The payment schedule for the remainder of the fee is as follows:

<TABLE>
<S>                                       <C>
                        April 1999        $158,000
                        June 1999         $100,000
                        July 1999         $100,000
</TABLE>

As discussed, crash damage will be capped at $25,000. "Fender-bender" type
accidents will not qualify for crash damage reimbursement.

Currently, we are committed to customer reception activities at Long Beach,
Mid-Ohio, and Pikes Peak. We are considering one more event, but are undecided
until the final schedule is released.

Randy, we look forward to working with you this race season. Please call me if
there should be any questions.

                                                      Regards,

                                                      /s/ Jon Barnes
                                                      -----------------------
RJB:jkj                                                   Jon Barnes

cc:   J. R. Ruhlman, R. G. Ruhlman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>l87514aex10-4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.4


                             EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into
as of the 3rd day of December, 1998, by and between Superior Modular Products
Incorporated, a Delaware corporation (the "Company") and a wholly owned
subsidiary of Preformed Line Products Company, and KENNETH W. BROWNELL, JR.,
("Employee"),

                             W I T N E S S E T H :

            WHEREAS, Employee has for the past six years been employed as
President of the Company;

            WHEREAS, the Company desires to continue to employ Employee and
Employee desires to accept employment from the Company on the terms and
conditions set forth below;

            NOW, THEREFORE, in consideration of the covenants herein contained
(the mutuality, adequacy, receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

            1.    Employment

                  The Company hereby employs Employee, and Employee hereby
accepts and agrees to be employed, as the President and Chief Executive Officer
of the Company.

            2.    Term

                  Employee shall be employed for a term of five (5) years,
commencing on the date hereof and terminating on December 2, 2003, unless sooner
terminated pursuant to the terms contained herein (the "Employment Term").

            3.    Responsibilities and Duties

                  Employee shall perform such duties and carry out such
responsibilities as are reasonable and customary for employees in similar
positions in companies of similar size and scope, as designated or directed by
the President or Chairman of Preformed Line Products Company, an Ohio
corporation ("Preformed").

            4.    Employment Performance Standards

                  Except as provided in Paragraph 5(b), Employee agrees that
during the Employment Term he will devote all of his business time, attention,
efforts and skills to the performance of his duties for and on behalf of the
Company in accordance with Section 3 hereof.
<PAGE>   2
            5.    Covenant Not to Compete

            (a) Except as otherwise provided in Paragraph 17, Employee agrees
that he will not during the term hereof and for a period of two years following
termination of employment, engage, directly or indirectly, whether on his own
account or as a shareholder, partner, joint venturer or agent of any person,
firm, corporation or other entity or otherwise, directly or indirectly, in any
or all of the following activities without specific written consent of the
Company in North America or Europe.

                  (1)   enter into or engage in any business which competes
            with the business of the Company or Preformed;

                  (2)   solicit customers or business patronage which results
            in competition with the business of the Company or Preformed; or

                  (3) promote or assist, financially or otherwise, any person,
            firm, association, corporation or other entity engaged in any
            business which competes with the business of the Company or
            Preformed (except investments in 5% or less of the capital stock of
            any corporation subject to the Securities Exchange Act of 1934, as
            amended).

            6.    Covenant Against Disclosure.

            Employee hereby covenants that during the Employment Term and after
the expiration or termination thereof he will keep secret all inventions,
improvements, discoveries, secret processes, research, design and development
projects, special operating techniques, marketing systems, sales methods,
customers and confidential business and manufacturing "know-how" imparted or
made known to him by the Company or Preformed or any of the Company's or
Preformed's employees or agents, or made, learned, discovered, or acquired by
Employee in connection with his employment hereunder from and after the date of
this Agreement; that he will not reveal, disclose or make known, in any manner
whatsoever, any of the same, or anything relating to the same, to any person,
firm, or corporation; and that he will not use or practice any of the same
except when authorized to do so by writing, signed by a duly authorized officer
or agent of the Company or Preformed, or until after the same shall be or become
in the public domain through no fault of the undersigned.

            7. Covenant Against Hiring. Employee hereby understands that in the
Company's view it is essential to the successful operation of its business that
the Company retain substantially unimpaired (to an extent determined by the
Company in its sole discretion) the Company's operating organization. Employee
shall not, in a business other than the Company whether directly or indirectly
through any subsidiary or affiliate, employ, whether as an employee, officer,
agent, consultant or independent contractor, or enter into any partnership,
corporation, joint venture or other business association; with any person who
was at any time during the twelve (12) months preceding the date of this
Agreement an employee, representative or officer of the Company, for a period of
twelve (12) months after such person ceases or has ceased, for any reason, to be
an employee, representative or officer of the Company.
<PAGE>   3
            8.    Intended Beneficiaries.  Employee does hereby acknowledge and
agree that this Agreement is intended for the benefit of, and may be enforced
by, the Company and Preformed, each such entity being an intended beneficiary
of this Agreement.

            9.    Injunctive Relief. Employee hereby acknowledges and agrees
that the Company's or Preformed's remedy at law for any breach of any of
Employee's respective obligations under Sections 5, 6 or 7 hereof would be
inadequate, and agrees and consents that temporary and permanent injunctive
relief may be granted in a proceeding which may be brought to enforce any
provision of Sections 5, 6 or 7 without the necessity of proof of actual damage.

            10.   Representation and Warranty of Employee

                  Employee represents and warrants to the Company that he is
free to continue employment with the Company as contemplated herein, and that he
has not and will not hereafter incur any employment or business obligations or
commitments of any kind which would in any way hinder or interfere with his
acceptance or performance of his obligations hereunder.

            11.   Compensation

                  During the Employment Term, the Company shall pay to Employee
as compensation ("Compensation") a base salary payable in accordance with the
Company's usual practices (and in any event no less frequently than monthly) of
no less than $190,000 per annum.

            12.   Bonus

                  In addition to the Compensation, Employee shall receive a
bonus ("Bonus") for each fiscal year of the Company, prorated on a per diem
basis for partial years, during the Employment Term determined and calculated as
a 60% participant in accordance with the SMPI Bonus Plan set forth on Exhibit A
attached hereto and made a part hereof.

            13.   Office, Equipment

                  The Company shall provide to the Employee, at the Company's
expense, a private office, secretarial assistance, office equipment, normal and
customary business supplies, and such other facilities and services as are
suitable to the Employee's position and adequate for the performance of his
duties hereunder.

            14.   Reimbursement of Expenses

                  The Company shall reimburse Employee for all reasonable and
necessary expenses incurred by Employee in connection with the fulfillment of
his obligations hereunder in accordance with the policies in effect from time to
time by the Company.
<PAGE>   4
            15.   Hospitalization and Related Benefits

                  During the Employment Term, Employee shall receive
hospitalization, health, medical and other benefits commensurate with, and on
the same terms and conditions, as the benefits made available to other employees
of the Company.

            16.   Location

                  Without the Employee's consent, the Company's operations shall
not be moved from the Asheville, North Carolina area.

            17.   Termination

                  A. By the Company. Employee's employment with the Company
hereunder may be terminated with or without Cause (as hereinafter defined) by
the Company by giving notice of such termination to Employee, effective
immediately upon the giving of such notice except that four weeks advance
written notice and opportunity for cure shall be given for termination under
(ii) below. If Employee's employment is terminated by the Company for Cause,
then Employee's Compensation shall terminate on the effective date of his
termination. For purposes of this Section 17, "Cause" shall mean (i) fraud or
embezzlement, (ii) material failure to comply with Employee's obligations under
this Agreement, including, without limitation, material misconduct in the
performance or nonperformance of the responsibilities or duties designated in
accordance with Section 3 of this Agreement, or (iii) failure to perform his
duties as provided herein as a result of his death or Permanent Disability. For
purposes of this Section 17, "Permanent Disability" shall be deemed to occur if
Employee does not perform his usual services to the Company by reason of mental
or physical disability due to illness or injury and such nonperformance exists
for a period of 120 consecutive days in a twelve-month period. If the Company
terminates Employee's employment without Cause during the Employment Term, the
Company shall continue to pay to Employee, as severance pay, compensation,
hospitalization and other benefits (but not a Bonus) for the remainder of the
five-year Employment Term, payable in regular installments, at the same interval
as the payment of Compensation hereunder, and the non-competition provisions of
Paragraph 5 through 7 shall remain in effect only for the same period.

                  B. By the Employee. Without limiting any other legal remedy,
the Employee may terminate this agreement upon four weeks advance written notice
to the Company if (i) the Company materially breaches this agreement and fails
to cure such breach within four weeks after notice thereof, or (ii) if
substantially all the assets of the Company or 51% or more of the stock of the
Company are sold to a third party. In such event of breach as described in (i)
hereof, the non-competition provisions of this Agreement shall be null and void;
in the event of sale or transfer as described in (ii) hereof, the
non-competition provisions of this agreement shall remain in full force and
effect.

                  C. As the Result of an Acquisition. If substantially all of
the assets or 51% or more of the stock of the Company is sold to a third party
in a transaction which closes on or before December 2, 2003, and a) the
Employee's employment is terminated as a result, or b) the
<PAGE>   5
Employee suffers a material reduction in salary or benefits other than such
reductions applicable to management level employees as a whole, the Company
shall pay to the Employee monthly, during the period commencing on the Closing
Date of such acquisition, and terminating on December 2, 2003, the amount by
which the Employee's monthly salary hereunder exceeds all compensation paid to
the Employee by the purchaser or any other employer during such period.

            18.   Review of Records

                  The Employee shall have the right, either personally or
through an accountant retained and paid by him, to examine the books and
accounts of the Company at times mutually convenient to the Company and the
Employee and upon reasonable notice.

            19.   Indemnification

                  The Company shall indemnify the Employee for all liabilities
and costs paid by the Employee in consequence of, or in any way relating to, the
faithful discharge of his duties as an employee of the Company in compliance
with the terms and conditions of this Agreement.

            20.   Assignment of Employee Inventions and Patents

                  Employee acknowledges that on December 3, 1993 he executed an
"Employee Patent and Confidential Information Agreement" in favor of the Company
and that said Agreement is still in full force and effect.

            21.   Severability

                  All provisions of this Agreement are intended to be severable.
In the event any provision or restriction contained herein is held to be invalid
or unenforceable in any respect, in whole or in part, such finding shall in no
way affect the validity or enforceability of any other provisions of this
Agreement. The parties hereto further agree that any such invalid or
unenforceable provision shall be deemed modified so that it shall be enforced to
the greatest extent permissible under law, and to the extent that any court of
competent jurisdiction determines any restriction herein to be overly broad or
unenforceable, such court is hereby empowered and authorized to limit such
restriction so that it is enforceable for the longest duration of time and
largest geographical area possible.

            22.   Non-Waiver

                  No failure or delay by either party in exercising such party's
rights hereunder shall operate as a waiver thereof and no single or partial
exercise thereof shall preclude any further exercise of any right, power, or
privilege by such party.
<PAGE>   6
            23.   Notices

                  Any notice, request, instruction or other document required to
be delivered hereunder by any party hereto shall be in writing and shall be
deemed to have been given and made (a) seven days after deposit if mailed by
certified mail, or (b) one day after deposit for delivery by any express mail
service, as follows:

      If to the Company:            SUPERIOR MODULAR PRODUCTS
                                    INCORPORATED
                                    33 Superior Way
                                    Swannanoa, NC 28778

      with a copy to:               PREFORMED LINE PRODUCTS COMPANY
                                    P.O. Box 91129
                                    Cleveland, Ohio 44101
                                    Attention:  Robert G. Ruhlman

                                    BAKER & HOSTETLER LLP
                                    3200 National City Center
                                    1900 East 9th Street
                                    Cleveland, OH 44114-3485
                                    (216) 621-0200
                                    Attention:  J. Richard Hamilton

      If to Employee:               Mr. Kenneth W. Brownell, Jr.
                                    P. O. Box 638
                                    Marion, NC  28752

            Any party may designate such other address for notice hereunder by
notifying the other parties hereto in writing of such address.

            24.   Miscellaneous

                  (a) This Agreement is for personal services to be provided by
            Employee and may not be assigned or transferred by Employee, or the
            obligations or Employee performed by any other party. All of the
            rights and obligations of the Company under this Agreement are fully
            assignable, transferable and delegable, in whole or in part, by the
            Company, provided that the Company shall remain liable thereon.

                  (b) This Agreement contains the entire agreement between the
            parties hereto regarding the subject matter hereof and supersedes
            all prior and contemporaneous agreements, understandings,
            negotiations and discussions, whether oral or written.
<PAGE>   7

                  (c) Titles and captions of or in this Agreement are inserted
            as a matter of convenience and reference and in no way are intended
            to affect the intent or scope of this Agreement.

                  (d) This Agreement shall be governed by, and construed in
            accordance with, the laws of the State of North Carolina, U.S.A.

                  (e) The recitals hereto are an integral part of this Agreement
            and are incorporated herein by reference.

            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.


                                          SUPERIOR MODULAR PRODUCTS
                                            INCORPORATED


                                          By: /s/ Robert G. Ruhlman
                                             --------------------------

                                             --------------------------
                                          Title: President
                                                 ----------------------

                                          EMPLOYEE
                                          /s/ Kenneth W. Brownell, Jr.
                                          -----------------------------
                                          Kenneth W. Brownell, Jr.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>l87514aex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.5

                        PREFORMED LINE PRODUCTS COMPANY
                        1999 EMPLOYEE STOCK OPTION PLAN

     1. INCENTIVE PURPOSE. The purpose of the Preformed Line Products Company
1999 Employee Stock Option Plan (the "Plan") is to encourage and enable key
management employees of Preformed Line Products Company, an Ohio corporation
(the "Company"), and its subsidiaries to acquire a larger stock ownership and
personal financial interest in the Company and thereby provide additional
incentive for the promotion of the welfare of the Company and for the continued
service of the participants with the Company.

     2. AMOUNT OF STOCK. There shall be reserved, allotted and set aside for
issuance under the Plan 300,000 of the presently authorized but unissued shares
of Common Stock, $2.00 par value, of the Company (the "Common Shares"), subject
to Paragraph 13. As set forth in Paragraph 19 of the Plan, all of such options
may be granted as incentive stock options, all of such options may be granted as
nonqualified stock options, or such options may be granted as both incentive
stock options and nonqualified stock options.

     3. ADMINISTRATION. The Plan shall be administered by the Salary Committee
(the "Committee") of the Board of Directors which shall consist of not less than
three members, none of whom are employees of the Company or its subsidiaries or
are eligible to receive an incentive or nonqualified stock option while serving
as a member of the Committee, and each of whom shall be a "Non-Employee
Director" within the meaning of Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, or any successor
definition adopted by the Securities and Exchange Commission and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). The Board may also select one or more qualified
Directors to serve as alternate members of the Committee, who may take the place
of any absent member or members at any meeting of the Committee. The Committee
shall be authorized to administer the Plan in accordance with its terms and may
adopt, amend or repeal such rules and regulations as the Committee may desire
concerning the conduct of its affairs. The interpretation and construction by
the Committee of any provision of the Plan or of any stock option granted under
it and the administration of the Plan by the Committee shall be final. No member
of the Board of Directors or the Committee shall be liable for any action taken
or omitted or any determination made in good faith in connection with the Plan.

     4. PARTICIPATION. Subject to the limitations herein set forth, the
Committee may grant incentive or nonqualified stock options from time to time
during the period ending December 14, 2009 to such key management employees of
the Company or any subsidiary thereof as in the opinion of the Committee will
best further the interests of the Company and achieve the purposes of the Plan.
No option shall be granted to any individual who, at the time the option is
granted:

          (i) Shall not be an employee of the Company or a subsidiary (as
     defined in Section 424(f) of the Code) thereof, or

          (ii) Shall be a member of the Committee.

     5. THE OPTION PRICE. Except as provided in Paragraph 7, the option price
per Common Share to be paid upon the exercise of any stock option, as determined
by the Committee, shall be not less than the fair market value per Common Share
at the time the option is granted. Such fair market value shall be the first
sale price per Common Share (or in the event there are no sales, then the
average of the opening bid and asked prices per Common Share) on the market in
which such Common Shares are traded on the date on which the option is granted.

     6. LENGTH OF OPTION. Except as otherwise provided, each option shall be
exercisable no later than ten (10) years from the date it is granted. Each
option granted to an employee, who at the time the incentive stock option is
granted to him, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the employee corporation or of its parent or
subsidiary corporation under the attribution rules set forth in Section 424(d)
of the Code, shall be exercisable no later than five (5) years from the date it
<PAGE>   2

is granted. The Committee, in its sole discretion, will determine the vesting
schedule of each option granted under this Plan; provided, however, that no
option may be exercised prior to one year from the date it is granted. Except as
provided in Paragraphs 8, 9 and 10 hereof, no option may be exercised unless the
optionee is at the time of such exercise in the employ of the Company or of a
subsidiary thereof and shall have been continuously so employed since the
granting of his option. Absence or leave approved by the Committee in accordance
with applicable provisions of the Code and the regulations promulgated
thereunder shall not be considered an interruption of employment for purposes of
the Plan.

     7. LIMITATION ON GRANTING OF OPTIONS. The Committee shall not grant
incentive stock options if the aggregate fair market value (determined at the
time the option is granted) of Common Shares with respect to which incentive
stock options are exercisable for the first time by an employee during any
calendar year (under all option plans of his employer corporation and its parent
and subsidiary corporations) shall exceed $100,000. In no event shall there be
granted under the 1999 Stock Option Plan or any other stock option plan of the
Company to any employee in any calendar year options to purchase more than
50,000 Common Shares. If any employee, at the time an incentive stock option is
granted to him, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the employer corporation or its
parent or subsidiary corporations (taking into account the attribution of stock
ownership rules set forth in Section 424(d) of the Code), the option price per
Common Share to be paid upon the exercise of such incentive stock option shall
not be less than one hundred and ten percent (110%) of the fair market value per
Common Share at the time the incentive stock option is granted, as determined in
accordance with Paragraph 5.

     8. TERMINATION OF EMPLOYMENT. If an optionee shall cease to be employed by
the Company or a subsidiary thereof on account of normal retirement, early
retirement or disability, either physical or mental, he may exercise his option
to the extent that he was entitled to exercise it at the date of such cessation
or for such greater number of shares subject to the option as to which the
Committee may authorize an acceleration of time of exercise under the option. If
such cessation of employment is for any reason other than death or permanent and
total disability (within the meaning of Section 22 (e)(3) of the Code), said
optionee may exercise his option to the same extent, but only within the three
months next succeeding such cessation of employment or within the balance of the
period of the option if less than three months; provided, however, that in the
event of an uninterrupted transfer of employment to or between the Company
and/or any parent or subsidiary corporation of the Company, such option shall
continue in effect until the employee ceases to be employed by all such
affiliated corporations. Neither the Plan, nor the granting of any option
thereunder, will confer upon any optionee any right with respect to continuance
of employment by the Company, or any subsidiary thereof, nor will it interfere
in any way with his right, or the employer's right, to terminate his employment
at any time.

     9. DEATH OF OPTIONEE. In the event of the death of an optionee while in the
employ of the Company or a subsidiary thereof, the options theretofore granted
to him shall immediately vest (if any such options remain unvested) and be
exercisable only within one year next succeeding such death, or within the
balance of the period of the option if less than one year, and then only by the
administrator or executor of his estate.

     10. DISABILITY OF OPTIONEE. In the event of the permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) of the optionee
while in the employ of the Company or a subsidiary thereof, the options
theretofore granted to him shall be exercisable only within the one-year period
next succeeding his cessation of employment or within the balance of the period
of the option if less than one year.

     11. NONASSIGNABILITY. Each option shall by its terms provide that it is not
transferable by the optionee other than by will or the laws of descent and
distribution and that it is exercisable during his lifetime, only by the
optionee or by the optionee's duly authorized legal representative if the
optionee is unable to exercise his option as a result of the optionee's
disability, but only if, and to the extent, permitted by Section 422 of the
Code, and after his death, only by his administrator or executor, as above
permitted; provided, however, that if so provided in the instrument evidencing
the Option, the Committee may permit any optionee to transfer the Option during
his lifetime to one or more members of his family, or to one or more trusts for
the benefit of one or more members of his family, provided that no consideration
is paid for the transfer and that such transfer

                                        2
<PAGE>   3

would not result in the loss of any exemption under Rule 16b-3 for any option
that the Committee does not permit to be so transferred and that such option is
not intended to be an incentive stock option. The transferee of an Option shall
be subject to all restrictions, terms, and conditions applicable to the Option
prior to its transfer, except that the Option shall not be further transferable
inter vivos by the transferee. The Committee may impose on any transferable
Option and on the Common Shares to be issued upon the exercise of the Option
such limitations and conditions as the Committee deems appropriate.

     12. METHOD OF EXERCISE. Options shall be exercised in blocks of one hundred
(100) or more shares. Exercise of options shall be by the execution by the
person entitled at the time to exercise the options of a written notice of such
exercise and delivery thereof to the Company at its principal office in
Cleveland, Ohio, which notice shall specify the number of shares being
purchased. In the case of Common Shares purchased under options (unless such
Common Shares have in either case been registered under the Securities Act of
1933 (the "1933 Act")), the written notice shall contain a representation in
form approved by the Company that such Common Shares are being acquired not with
a view to resale or distribution and will not be sold or otherwise transferred
except upon compliance with applicable law. In the case of the exercise of an
option, such notice shall be accompanied by payment in full of the option price
of the Common Shares. Payment of the option price with respect to any stock
option may be made in cash or in Common Shares valued at the closing sale price
per Common Share (or in the event there are no sales, then the average of the
closing bid and asked prices per Common Share) on the market in which such
shares are traded on the last trading day preceding the date on which the option
is exercised. Upon receipt of such notice and payment, the Company will promptly
issue and deliver its certificate for the number of Common Shares being
purchased under options. No person, estate or other entity shall have any of the
rights of a shareholder with reference to Common Shares subject to an option
until a certificate or certificates for the shares have been delivered. An
option granted under this Plan may be exercised for any lesser number of Common
Shares than the full amount for which it could be exercised subject to the first
two sentences of this Paragraph. Such a partial exercise of an option shall not
affect the right to exercise the option from time to time in accordance with
this Plan for the remaining Common Shares subject to the option.

     13. ADJUSTMENTS. In the event of any change in the number or kind of
outstanding shares of the Company by reason of recapitalization, merger,
consolidation, reorganization, separation, liquidation, stock split, stock
dividend, combination of shares or any other change in the corporate structure
or shares of stock of the Company, the Committee in its discretion shall make an
appropriate adjustment in the number and kind of shares for which options may
thereafter be granted both in the aggregate and as to each optionee, as well as
in the number and kind of shares subject to options theretofore granted and the
option price payable upon exercise of such options.

     14. REALLOCATION OF UNUSED SHARES. Shares which are not purchased under
options which terminate or lapse may be used for the further grant of options
under the Plan.

     15. EXPIRATION AND TERMINATION OF THE PLAN. Options may be granted under
the Plan at any time up to and including December 14, 2009, on which date the
Plan will expire, except as to options then outstanding under the Plan, which
options shall remain in effect until they have been exercised or have expired.

     16. AMENDMENT AND REVOCATION. The Board of Directors shall have the right
to alter, amend or revoke the Plan or any part thereof at any time and from time
to time; provided, however, that the Board of Directors shall obtain any
approval by shareholders which is necessary under applicable law; and provided,
further, that, without the consent of the optionees, no change may be made in
any option theretofore granted which will impair the rights of such optionees.

     17. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES.

     a. No option shall be exercisable and no Common Shares will be delivered
under this Plan except in compliance with all applicable federal and state laws
and regulations including, without limitation, compliance with the rules of all
domestic stock exchanges on which the Company's Common Shares may be listed. Any
share certificate issued to evidence Common Shares may bear legends and
statements the Committee shall deem advisable to assure compliance with federal
and state laws and regulations. No option shall be

                                        3
<PAGE>   4

exercisable, and no Common Shares will be delivered under this Plan, until the
Company has obtained consent or approval from regulatory bodies, federal or
state, having jurisdiction over such matters as the Committee may deem
advisable.

     b. In the case of the exercise of an option by a person or estate acquiring
the right to exercise the option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of the option and may require
such consents and releases of taxing authorities as it may deem advisable.

     18. WITHHOLDING OF TAXES. No later than the date as of which an amount
first becomes includable in the gross income of an optionee for federal income
tax purposes with respect to any option granted under the Plan, the optionee
shall pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any federal, state or local taxes of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined
by the Committee, withholding obligations may be settled with Common Shares,
including Common Shares that are a part of the option that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company and its subsidiaries
and affiliates shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due the optionee.

     19. TYPES OF OPTIONS. Options granted under the Plan may be: (i) options
which are intended to qualify and are identified as incentive stock options
under Section 422 of the Code; (ii) options which are not intended clearly to
qualify under Section 422 of the Code and are clearly identified as options
which are not to be treated as incentive stock options under Section 422 of the
Code; or (iii) both of the foregoing.

     20. GOVERNING LAW. The Plan, all options and action taken thereunder and
any agreements relating thereto, shall be governed by and construed in
accordance with the laws of the State of Ohio.

                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>10
<FILENAME>l87514aex10-6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.6


                      PREFORMED LINE PRODUCTS COMPANY
                            OFFICERS BONUS PLAN

Participants. Participants shall be employees of the Company who are Officers
elected by the Board of Directors and who hold such office during any portion of
the fiscal year for which payment is made.

Bonus Amount. At the end of each fiscal year, a bonus percentage will be
determined based on the pretax profits of the Company as defined herein. If such
profits are less 6% of Average Net Worth, as defined herein, then no bonus
payment will be made. If such profits are more than 6% of Average Net Worth, the
bonus percentage will be determined as follows:

Pretax Profits as a Percentage Bonus Percentage of Average Net Worth Will
Be:


<TABLE>
<S>                       <C>
     Less than 6.0%        0%
       6.0 -  7.49%       15%
       7.5 -  8.99%       20%
       9.0 - 10.49%       25%
      10.5 - 11.99%       30%
      12.0 - 13.49%       35%
      13.5 - 14.99%       40%
      15.0 - 16.49%       45%
      16.5 and over       50%
</TABLE>

The bonus amount for each Participant will be determined by applying the bonus
percentage, as determined above, against the base salary earned by the
individual that year during the Officer's participation in the Plan.

Pretax Profits. "Pretax Profits" for the purposes of this Plan shall mean the
profits for such year determined in accordance with generally accepted
accounting principles and practices applied consistently with previous years and
before allowance for any federal and state income tax and before deduction of
any amounts payable under this Plan (including but not limited to, payments made
under the Profit-Sharing Plan and Trust).

Average Net Worth. "Average Net Worth", for the purposes of this Plan, shall
mean the arithmetical average of the Net Worth of the Company on the first and
last day of the calendar year, excluding the cumulative foreign currency
translation adjuster component thereof.

Payment. The Officers may estimate net profit for the year for the purposes of
paying a portion of the bonus in December of such year. The balance due and
payable, computed after the books have been closed and financial statements for
such year have been compiled, shall be paid on or before April 15 of the
following year.
<PAGE>   2
If any Participant dies during any year for which a Bonus is paid, the Bonus
which would have been due such Participant shall be paid to Participant's
spouse, or if Participant's spouse should predecease the Participant, to his/her
living children equally, share and share alike. If the Participant is not
survived by a spouse or living children, such payment shall be made to the
living linear descendants, share and share alike. If the Participant is not
survived by a spouse of living children or other linear descendants, such
payment shall not be made.

Termination of Employment. If any Participant leaves the employ of the Company
for any reason other than death or permanent disability, he/she shall forfeit
his/her right to any bonus applicable to the year in which such termination of
employment occurred.


Effective: December 7, 1994

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>11
<FILENAME>l87514aex10-7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.7


                      PREFORMED LINE PRODUCTS COMPANY

                  EXECUTIVE LIFE INSURANCE PLAN - SUMMARY

1.       The Plan covers certain PLP employees as designated by PLP. Employees
         may be added to the Plan at the discretion of PLP.

2.       The Plan provides a life insurance death benefit to participating
         employees by means of an individual life insurance policy.

3.       The individual policy is issued to replace the PLP group term life
         insurance in an amount equal to the scheduled amount of group life for
         which employees are eligible.

4.       Additional individual policies may be added periodically or additional
         amounts of insurance for which employees are eligible may be acquired
         under the group life plan subject to underwriting approval which may be
         required by the insurance companies.

5.       PLP will pay all premiums on the executive life policies; that portion
         of the premium that represents the economic value of the current life
         insurance protection which the employee receives will be taxable as
         income to the employee according to IRS regulations.

6.       The employee will have the right to designate a personal beneficiary of
         the death proceeds of the policy.

7.       PLP will also have an interest in the policy equal to the policy's cash
         value.

8.       If the employee dies while the Plan is in effect, PLP will be entitled
         to receive its interest from the policy proceeds. The remainder of the
         policy proceeds will be paid to the beneficiary who has been named in
         the policy.

9.       In the event of disability, the Plan will continue in full force with
         premiums continuing to be paid by PLP until the employee reaches age
         sixty-five (65).

10.      Upon retirement or other termination of employment or upon termination
         of the Executive Life Insurance Plan for any reason, PLP may recover
         its interest in the policy cash values and will transfer the policy to
         the employee subject to any policy loan or make any other disposition
         of the policy as may be agreed to between PLP and the employee.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>12
<FILENAME>l87514aex10-8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.8



                      PREFORMED LINE PRODUCTS COMPANY

                      SUPPLEMENTAL PROFIT SHARING PLAN
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I                                                                    2
ARTICLE II                                                                   5
ARTICLE III                                                                  6
ARTICLE IV                                                                   7
ARTICLE V                                                                    7
ARTICLE VI                                                                   8
ARTICLE VII                                                                 10
ARTICLE VIII                                                                11
ARTICLE IX                                                                  13
</TABLE>
<PAGE>   3

                      PREFORMED LINE PRODUCTS COMPANY
                      SUPPLEMENTAL PROFIT SHARING PLAN


            THIS AGREEMENT, made this 13th day of December, 1995, by Preformed
Line Products Company (the "Company"), an Ohio corporation.

                       W I T N E S S E T H  T H A T:

            WHEREAS, the Company desires to establish and maintain a
supplemental retirement plan to provide retirement benefits for certain of its
highly compensated employees whose contributions under the Preformed Line
Products Company Salaried Employees' Profit Sharing Plan and Trust (As Amended
and Restated Effective January 1, 1989) are limited by Sections 401(a)(17) and
404(a)(3) and/or Section 415(c)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"). By providing such supplemental benefits, the Plan is
intended to treat the eligible employees as if they were unaffected by the Code
limitations as described above; and

            WHEREAS, the Board of Directors of the Company has duly
authorized the aforesaid actions and execution of this Agreement;

            NOW, THEREFORE, the Company hereby adopts the supplemental
retirement plan provided for under this Agreement effective as of January 1,
1995, under the following terms and conditions.
<PAGE>   4

                                 ARTICLE I
                     DEFINITIONS AND GENERAL PROVISIONS


      1.1 Definitions. Unless the context requires otherwise, the terms defined
in this Article shall have the following respective meanings:

      (a) "Account" means the bookkeeping account described in Section 3.1
hereof under which benefits and income are credited on behalf of a Participant.

      (b) "Beneficiary" means any person who becomes entitled to receive any
distribution hereunder by reason of the death of a Participant. Notwithstanding
the foregoing sentence, a Participant's Beneficiary for purposes of this Plan
shall be the beneficiary as determined under the Profit Sharing Plan for death
benefits payable thereunder.

      (c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

      (d) "Company" means Preformed Line Products Company, or any successor
thereto which expressly adopts this Plan.

      (e) "Committee" means the Plan Committee described in Article VI
hereof.

      (f) "Compensation" means an Eligible Employee's compensation for a Plan
Year, as defined in the Profit Sharing Plan, but without application of the Code
Section 401(a)(17) limitation on compensation.

      (g) "Effective Date" of this Plan means January 1, 1995.
<PAGE>   5
      (h) "Eligible Employee" means any employee of an Employer who meets all of
the requirements of Section 2.1 of the Plan.

      (i) "ERISA" means The Employee Retirement Income Security Act of 1974, as
amended.

      (j) "Employer" means the Company and any other corporation which shall
elect, with the consent of the Company, to participate in the Plan in the manner
described in Section 2.3, or any successor corporation which shall adopt the
Plan. If any such corporation shall terminate its participation in the Plan,
such corporation shall cease to be an Employer.

      (k) "Participant" means any Eligible Employee who meets the eligibility
requirements for participation in the Plan as set forth in Article II and who
earns or accrues benefits under this Plan.

      (l) "Plan" means the "Preformed Line Products Company Supplemental Profit
Sharing Plan" as set forth herein, as such Plan may be amended from time to
time.

      (m) "Plan Year" means the period of time commencing on any January 1 and
ending on the following December 31.

      (n) "Profit Sharing Plan" means the Preformed Line Products Company
Salaried Employees' Profit Sharing Plan and Trust (As Amended and Restated
Effective January 1, 1989), as such Profit Sharing Plan may be amended from time
to time.
<PAGE>   6
      (o) "Valuation Date" means each business day as of which the value of the
trust fund under the Profit Sharing Plan is determined.

      1.2 General Provisions. The masculine wherever used herein shall include
the feminine; singular and plural forms are interchangeable. Certain terms of
more limited application have been defined in the provisions to which they are
principally applicable. The division of the Plan into Articles and Sections with
captions has been done for convenience only and is not to be taken as limiting
or extending the meaning of any of its provisions.
<PAGE>   7
                                 ARTICLE II
                       ELIGIBILITY AND PARTICIPATION

      2.1 Eligibility to Participate in the Plan. In order to become eligible to
participate in this Plan, an individual must be (i) an employee of an Employer;
(ii) a participant under the Profit Sharing Plan; and (iii) among a select group
of management or highly compensated employees within the meaning of Sections
201(2), 301(a)(3), and 401(a)(1) of ERISA. Once an Eligible Employee becomes a
Participant, such individual shall continue to be a Participant until the latest
to occur of failure to meet at least one of the three conditions described
above, or the complete distribution to the Participant (or Beneficiary, if
applicable) of his benefits under the Plan. In order to receive an allocation
under the Plan, however, a Participant must meet the criteria described in this
Section 2.1 and also must meet the requirements of Sections 2.2.

      2.2 Eligibility for Allocation of Benefits Under Section 3.1. In order to
receive an allocation of benefits under Section 3.1 for a particular Plan Year,
an Eligible Employee must have Company contribution allocations for such Plan
Year under the Profit Sharing Plan limited or reduced by reason of application
of the limitations of Code Sections 401(a)(17), 404(a)(3) and/or Section
415(c)(1).

      2.3 Participation by Other Employers. With the consent of the Company, any
corporation which is a member of the same controlled group as the Company
(within the meaning of Code Section 1563(a)) may become a participating employer
under the Plan by executing and delivering such instruments and taking such
other action as may be necessary or desirable to put the Plan into effect with
respect to such corporation.
<PAGE>   8
                                ARTICLE III
                           SUPPLEMENTAL BENEFITS

      3.1  Benefit Allocations Related to the Profit Sharing Plan.

            (a)   For a particular Plan Year, a Participant shall have
                  credited or allocated to his Account under the Plan a benefit
                  equal to the difference between (i) and (ii) where:

                        (i) equals the amount of Company contributions that the
                        Participant otherwise would have had allocated to his
                        account under the Profit Sharing Plan for such Plan Year
                        (A) if the Participant's compensation under the Profit
                        Sharing Plan for such Plan Year had not been limited by
                        reason of Code Sections 401(a)(17) and 404(a)(3); and/or
                        (B) were it not for the limitations applied under Code
                        Section 415(c)(1); and

                        (ii) equals the Company contributions actually allocated
                        to the Participant's Account under the Profit Sharing
                        Plan for such Plan Year.

            (b)   Amounts will be credited or allocated to Accounts of
                  Participants under Section 3.1(a) at such time, and in such
                  manner, as they would have been allocated under the Profit
                  Sharing Plan; subject to the rights of the Committee to
                  establish such rules and procedures as described in Section
                  6.2.

      3.2   Interest Equivalents. Within 30 days following the last day of each
            Plan Year, the Committee will credit to each Participant's Account,
            as of the January 1 immediately following such Plan Year end, a
            dollar amount equal to the yield on one-year United States Treasury
            bills plus one percentage point, applied to the Participant's
            Account balance on the last day of the immediately preceding Plan
            Year. If amounts are to be
<PAGE>   9
            distributed to a Participant in the form of a single sum payment
            prior to the January 1 following the Plan Year during which the
            Participant is entitled to receive a distribution of his Plan
            Account, the Committee shall credit to the Participant's Account, a
            pro rata portion of the yearly interest equivalent through the date
            of such Participant's distribution.


                                 ARTICLE IV
                                  VESTING

      Amounts allocated under Section 3.1(a) shall vest immediately upon
allocation and shall be nonforfeitable at such time.

                                 ARTICLE V
                          DISTRIBUTION OF BENEFITS

      Benefits accrued under Section 3.1 shall be paid or distributed, in cash,
in such manner, at such time, and to such person(s) as prescribed under the
terms of the Profit Sharing Plan which would have been applicable if such
benefits actually were paid under or by the Profit Sharing Plan. Notwithstanding
the foregoing provisions of this Article V, the Board of Directors of the
Company shall have the right to vary the form and commencement date for payment
of Plan benefits and to make such distributions in such form and at such time as
it determines, in its sole discretion, to be appropriate with respect to the
particular Participant.
<PAGE>   10
                                 ARTICLE VI
                            PLAN ADMINISTRATION


      6.1 Administration. The Plan shall be administered by the Committee as an
unfunded deferred compensation plan that is not intended to meet the
qualification requirements of Code Section 401.

      6.2 Plan Committee. The Plan shall be administered by the Advisory
Committee designated and serving as such pursuant to Article IX of the Profit
Sharing Plan. No member of the Committee shall act or participate in any action
of the Committee directly affecting his own Account under the Plan that is not
of general application to all Participants. The Committee is authorized to
interpret the Plan and, from time to time, may adopt such rules and regulations,
consistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.

      The Committee will operate and administer the Plan and shall have all
powers necessary to accomplish that purpose, including, but not limited to, the
discretionary authority to interpret the Plan, the discretionary authority to
determine all questions relating to the rights and status of Eligible Employees
and Participants, and the discretionary authority to make such rules and
regulations for the administration of the Plan as are not inconsistent with the
terms and provisions hereof, as well as such other authority and powers relating
to the administration of the Plan, except such as are reserved by the Plan to
the Board of Directors of the Company. All decisions made by the Committee shall
be final.

      Without limiting the powers set forth herein, the Committee shall have the
power (i) with the consent of the Board of Directors of the Company to change or
waive any requirements of the Plan to conform with law or to meet special
circumstances not anticipated or covered in the Plan; (ii) to determine the
times and places for holding meetings of the Committee and the notice to be
given of such
<PAGE>   11
meetings; (iii) to employee such agents and assistants, such counsel (who may be
of counsel to the Company herein), and such clerical and other services as the
Committee may require in carrying out the provisions of the Plan; and (iv) to
authorize one or more of their number or any agent to execute or deliver any
instrument on behalf of the Committee.

      The members of the Committee, and the Company and its officers and
directors, shall be entitled to rely upon all valuations, certificates and
reports furnished by any funding agent, upon all certificates and reports made
by an accountant and upon all opinions given by any legal counsel selected or
approved by the Committee, and the members of the Committee and the Company and
its officers and directors shall, except as otherwise provided by law, be fully
protected in respect of any action taken or suffered by them in good faith in
reliance upon any such valuations, certificates, reports, opinions or other
advice of a funding agent or any such accountant or counsel.

      6.3 Statement of Participant's Account. The Committee shall, as soon as
practicable after the end of each Plan Year, mail to each Participant a
statement setting forth the Account of such Participant under Section 3.1 as of
the end of such Plan Year. Such statement shall be deemed to have been accepted
as correct unless written notice to the contrary is received by the Committee
within thirty (30) days after the mailing of such statement to the Participant.

      6.4 Filing Claims. Any Participant or Beneficiary entitled to benefits
under the Plan shall be required to file a written claim request with the
Committee with respect to benefits under the Plan on such forms and in such
manner as the Committee shall prescribe.

      6.5   Payment of Expenses.  All costs and expenses incurred in
administering the Plan shall be paid as determined by the Company.
<PAGE>   12
                                ARTICLE VII
                         AMENDMENT AND TERMINATION


      7.1 Amendment. The Company has reserved, and does hereby reserve, the
right at any time and from time to time by written action of its Board of
Directors (or by written action of an officer or officers of the Company to whom
the Board of Directors has delegated the authority to amend the provisions of
the Plan) to amend, modify or alter any or all of the provisions of the Plan
without the consent of any other Employer or of the Eligible Employees or
Participants or any other person; provided, however, that no amendment shall
operate retroactively so as to affect adversely any rights to which a
Participant may be entitled under the provisions of the Plan as in effect prior
to such action. Any such amendment, modification or alteration shall be
expressed in an instrument executed by an authorized officer or officers of the
Company, and shall become effective as of the date designated in such
instrument. A copy of any such amendment to the Plan shall be delivered to any
other Employer as soon as practicable following its adoption.

      7.2 Termination. The Company reserves the right to suspend, discontinue or
terminate the Plan, at any time in whole or in part by written action of its
Board of Directors, effective as of the date designated, in such written action
without the consent of any other Employer or of the Eligible Employees or
Participants or any other person. A copy of such written action to suspend,
discontinue or terminate the Plan shall be delivered to any other Employer as
soon as practicable following its adoption. Any Employer may terminate its
participation in the Plan at any time by providing written notice thereof to the
Company; provided, however, that no termination shall operate retroactively so
as to adversely affect any rights to which a Participant may be entitled under
the provisions of the Plan as in effect prior to such action.
<PAGE>   13
                                ARTICLE VIII
                              CLAIMS PROCEDURE


            8.01 Filing Claims. Any Participant, beneficiary or other individual
(hereinafter a "Claimant") entitled to benefits under the Plan, or otherwise
eligible to participate herein, shall be required to file a written claim with
the Committee (or its designee) requesting payment or distribution of such Plan
benefits (or written confirmation of Plan eligibility, as the case may be), on
such form and in such manner as the Committee shall prescribe. Unless and until
a Claimant makes proper application for benefits, in accordance with the rules
and procedures established by the Committee, he shall have no right to receive
benefit payments under the Plan.

            8.02 Notification to Claimant. If a Claimant's request is wholly or
partially denied, the Committee (or its designee) shall, within ninety (90)
days, furnish to such Claimant a written notice of its decision. Such notices
shall be written in a manner calculated to be understood by such Claimant, and
shall contain at least the following information:

            (a) The specific reason or reasons for the denial;

            (b) specific reference to pertinent Plan provisions upon which the
            denial is based;

            (c) A description of any additional material or information
            necessary for such Claimant to perfect his claim, and an explanation
            of why such material or information is necessary; and

            (d) An explanation of the Plan's claim review procedure describing
            the steps to be taken by such Claimant, if he wishes to submit his
            claim for review.
<PAGE>   14
            8.03 Review Procedure. Within sixty (60) days after the receipt of
such notice from the Committee, such Claimant, or the duly authorized
representative thereof, may request, by written application to the Plan, a
review by the Committee of the decision denying the payment of benefits. In
connection with such review, such Claimant, or duly authorized representative
thereof, shall be entitled to receive any and all documents pertinent to the
claim or its denial and shall also be entitled to submit issues and comments in
writing. The decision of the Committee upon such review shall be made promptly
and not later than sixty (60) days after the receipt of such request for review,
unless special circumstances require an extension of time for processing, in
which case a decision shall be rendered as soon as possible, but not later than
one hundred twenty (120) days after the Committee's receipt of a request for
review. The decision on review shall be in writing and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

            8.04 Mandatory Dispute Resolution. In the event the Claimant is not
satisfied with the Committee's written decision on appeal, the Claimant shall,
within thirty (30) days of such written decision, submit to the Committee a
statement disagreeing with the decision and requesting arbitration. Failure to
timely submit such a statement will cause the Committee's decision on appeal to
be final, conclusive, and binding on the Claimant and his heirs and assigns.
Within thirty (30) days of receipt of such notification, the Committee shall
submit such claim to binding arbitration and mediation by an independent
arbitrator. Provided the proposed alternative dispute resolution procedure is
consistent with procedures established by the American Arbitration Association,
the outcome of the proposed alternative procedures shall be final, conclusive
and binding on the Claimant, the Plan, the Committee, the Employer and any other
parties to the dispute, claim or controversy.
<PAGE>   15
            An arbitrator functioning in accordance with this Section shall have
no power to add to or subtract from or to modify any of the terms of this Plan
or any amendments thereto. The expenses of an arbitrator appointed in accordance
with this Section shall be borne 50 percent by the Plan and 50 percent by the
Claimant. Similarly, all Committee expenses relating to the arbitration shall be
borne by the Plan and all Claimant expenses shall be borne by the Claimant.

                                 ARTICLE IX
                          MISCELLANEOUS PROVISIONS

      9.1 Employment Relationship. Nothing in the adoption or maintenance of
this Plan shall confer on any Participant the right to continued employment by
the Employer or an affiliated or subsidiary corporation of the Employer, or
affect in any way the right of the Employer or such affiliate or subsidiary to
terminate his employment at any time. Any question as to whether and when there
has been a termination of a Participant's employment, and the cause of such
termination, shall be determined by the Committee, and its determination shall
be final.

      9.2 Facility of Payments. Whenever, in the opinion of the Committee, a
person entitled to receive any payment, or installment thereof, is under a legal
disability or is unable to manage his financial affairs, the Committee shall
have the discretionary authority to direct payments to such person's legal
representative or to a relative or friend of such person for his benefit;
alternatively, the Committee may in its discretion apply the payment for the
benefit of such person in such manner as the Committee deems advisable. Any such
payment or application of benefits made in good faith in accordance with the
provisions of this Section shall be a complete discharge of any liability of the
Committee with respect to such payment or application of benefits.

      9.3 Funding. All benefits under this Plan are unfunded and the Company
shall not be required to establish any special or separate fund nor to make any
other segregation of assets in order to
<PAGE>   16
assure the payment of any amounts under the Plan; provided, however, that in
order to provide a source of payment for its obligations under the Plan, the
Company may establish a trust fund. The right of a Participant or his
Beneficiary to receive a distribution hereunder shall be an unsecured claim
against the general assets of the Employer, and neither the Participant nor his
Beneficiary shall have any rights in or against any amounts credited under this
Plan or any other specific assets of the Employer. All amounts credited under
this Plan to the benefit of a Participant shall constitute general assets of the
Employer and may be disposed of by the Employer at such time and for such
purposes as it may deem appropriate.

      9.4 Anti-Assignment. No right or benefit under this Plan shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or charge;
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit shall be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled to
such benefits. If a Participant, a Participant's spouse, or any Beneficiary
should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to benefits under this Plan, than those rights, in
the discretion of the Committee, shall cease. In this case, the Committee may
hold or apply the benefits at issue or any part thereof for the benefit of the
Participant, the Participant's spouse, or Beneficiary in such manner as the
Committee may deem proper.

      9.5 Unclaimed Interests. If the Committee shall at any time be unable to
make distribution or payment of benefits hereunder to a Participant or any
Beneficiary of a Participant by reason of the fact that his whereabouts is
unknown, the Committee shall so certify, and thereafter the Committee shall
attempt to locate such missing person. If such person continues missing for a
period of three years following such certification, the interest of such
Participant in the Plan shall, in the discretion of the Committee, be
distributed to the Beneficiary of such missing person.
<PAGE>   17
      9.6 References to Code, Statutes and Regulations. Any and all references
in this Plan to any provision of the Code, ERISA, or any other statute, law,
regulation, ruling or order shall be deemed to refer also to any successor
statute, law, regulation, ruling or order.

      9.7 Liability. The Company, and its directors, officers and employees,
shall be free from liability, joint or several, for personal acts, omissions,
and conduct, and for the acts, omissions and conduct of duly constituted agents,
in the administration of this Plan, except to the extent that the effects and
consequences of such personal acts, omissions or conduct shall result from
willful misconduct.

      9.8 Company As Agent for Employers. Each corporation which shall become a
participating employer pursuant to Section 2.4 by so doing shall be deemed to
have appointed the Company its agent to exercise on its behalf all of the powers
and authority hereby conferred upon the Company by the terms of the Plan,
including but not limited to the power to amend and terminate the Plan. The
Company's authority shall continue unless and until the Employer terminates its
participation in the Plan.

      9.9 Governing Law; Severability. The Plan shall be construed according to
the laws of the State of Ohio, and all provisions hereof shall be administered
according to the laws of that State, except to the extent preempted by federal
law. In the event that any one or more of the provisions of this Plan shall for
any reason be held to be invalid, illegal, or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Plan, but this Plan shall be construed as if such invalid, illegal, or
unenforceable provisions had never been contained herein, and there shall be
deemed substituted such other provision as will most nearly accomplish the
intent of the parties to the extent permitted by applicable law.
<PAGE>   18

      9.10 Taxes. The Employer shall be entitled to withhold any taxes from any
distribution hereunder as it believes necessary, appropriate, or required under
relevant law.

            IN WITNESS WHEREOF, PREFORMED LINE PRODUCTS COMPANY, by action of
its Board of Directors, has duly adopted the Preformed Line Products Company
Supplemental Retirement Plan effective as of the 13th day of December, 1995.

                                    PREFORMED LINE PRODUCTS COMPANY



                                    By /s/ John J. Herda
                                       ---------------------------

                                    Title Vice President - Finance
                                          ------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>13
<FILENAME>l87514aex10-9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

<PAGE>   1

                                                                    Exhibit 10.9


                                CREDIT AGREEMENT


                                     between


                         Preformed Line Products Company



                                       and



                               National City Bank

                                December 30, 1994


<PAGE>   2



                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----

<S>      <C>                                                                                                     <C>
1A.      CROSS-REFERENCE..........................................................................................1


2A.      SUBJECT COMMITMENT.......................................................................................1

         2A.01    AMOUNT..........................................................................................1
         2A.02    TERM............................................................................................1
         2A.03    OPTIONAL REDUCTIONS.............................................................................2
         2A.04    COMMITMENT FEE..................................................................................2
         2A.05    EXTENSION OF SUBJECT COMMITMENTS................................................................2

2B.      SUBJECT LOANS............................................................................................2

         2B.01    SUBJECT NOTE....................................................................................3
         2B.02    CREDIT REQUESTS.................................................................................3
         2B.03    CONDITION:  NO DEFAULT..........................................................................3
         2B.04    CONDITION:  PURPOSE.............................................................................4
         2B.05    LOAN MIX........................................................................................4
         2B.06    AMOUNT..........................................................................................4
         2B.07    CONTRACT PERIODS................................................................................4
         2B.08    MATURITIES......................................................................................4
         2B.09    ROLLOVER........................................................................................4
         2B.10    INTEREST:  RR LOANS.............................................................................5
         2B.11    INTEREST:  FIXED-RATE LOANS.....................................................................5
         2B.12    DISBURSEMENT....................................................................................6
         2B.13    PREPAYMENTS.....................................................................................6
         2B.14    FIXED-RATE: UNAVAILABILITY......................................................................6
         2B.15    FIXED-RATE LOANS: ILLEGALITY....................................................................7
         2B.16    PRIOR LOANS.....................................................................................7

3A.      INFORMATION..............................................................................................7

         3A.01    FINANCIAL STATEMENTS............................................................................7
         3A.02    NOTICE..........................................................................................8

3B.      GENERAL FINANCIAL STANDARDS..............................................................................9

         3B.01    NET WORTH.......................................................................................9
         3B.02    LEVERAGE........................................................................................9
         3B.03    WORKING CAPITAL.................................................................................9
         3B.04    PRETAX INTEREST COVERAGE........................................................................9

3C.      AFFIRMATIVE COVENANTS...................................................................................10

         3C.01    TAXES..........................................................................................10
         3C.02    FINANCIAL RECORDS..............................................................................10
</TABLE>


                                      -i-

<PAGE>   3


<TABLE>
<S>      <C>                                                                                                     <C>
         3C.03    VISITATION.....................................................................................10
         3C.04    INSURANCE......................................................................................10
         3C.05    CORPORATE EXISTENCE............................................................................11
         3C.06    COMPLIANCE WITH LAW............................................................................11
         3C.07    PROPERTIES.....................................................................................11

3D.      NEGATIVE COVENANTS......................................................................................12

         3D.01    EQUITY TRANSACTIONS............................................................................12
         3D.02    CREDIT EXTENSIONS..............................................................................12
         3D.03    LIENS, LEASES..................................................................................13
         3D.04    DIVIDENDS......................................................................................15

4A.      CLOSING.................................................................................................15

         4A.01    SUBJECT NOTE...................................................................................15
         4A.02    FINANCIAL STATEMENTS...........................................................................15
         4A.03    DOCUMENTATION FEE..............................................................................15

4B.      WARRANTIES..............................................................................................15

         4B.01    EXISTENCE......................................................................................15
         4B.02    GOVERNMENTAL RESTRICTIONS......................................................................15
         4B.03    CORPORATE AUTHORITY............................................................................16
         4B.04    LITIGATION.....................................................................................16
         4B.05    TAXES..........................................................................................16
         4B.06    TITLE..........................................................................................16
         4B.07    LAWFUL OPERATIONS..............................................................................16
         4B.08    INSURANCE......................................................................................17
         4B.09    FINANCIAL STATEMENTS...........................................................................17
         4B.10    DEFAULTS.......................................................................................17

5A.      EVENTS OF DEFAULT.......................................................................................17

         5A.01    PAYMENTS.......................................................................................17
         5A.02    WARRANTIES.....................................................................................17
         5A.03    COVENANTS WITHOUT GRACE........................................................................18
         5A.04    COVENANTS WITH GRACE...........................................................................18
         5A.05    CROSS-DEFAULT..................................................................................18
         5A.06    JUDGMENTS/ERISA DEFAULTS.......................................................................18
         5A.07    OWNERSHIP......................................................................................18
         5A.08    SOLVENCY.......................................................................................18

5B.      EFFECTS OF DEFAULT......................................................................................19

         5B.01    OPTIONAL DEFAULTS..............................................................................19
         5B.02    AUTOMATIC DEFAULTS.............................................................................19
         5B.03    OFFSETS........................................................................................19

6A.      INDEMNITY: STAMP TAXES..................................................................................19
</TABLE>

                                      -ii-


<PAGE>   4

<TABLE>
<S>      <C>                                                                                                     <C>
6B.      INDEMNITY: GOVERNMENTAL COSTS/FIXED-RATE LOANS..........................................................19


6C.      INDEMNITY: FUNDING COSTS................................................................................20


6D.      CREDIT REQUESTS.........................................................................................20


6E.      INDEMNITY: UNFRIENDLY TAKEOVERS.........................................................................20


6F.      INDEMNITY: CAPITAL REQUIREMENTS.........................................................................20


6G.      INDEMNITY: COLLECTION COSTS.............................................................................21


6H.      CERTIFICATE FOR INDEMNIFICATION.........................................................................21


7.       PARTICIPATION...........................................................................................21


8.       INTERPRETATION..........................................................................................21

         8.01     WAIVERS........................................................................................21
         8.02     CUMULATIVE PROVISIONS..........................................................................22
         8.03     BINDING EFFECT.................................................................................22
         8.04     SURVIVAL OF PROVISIONS.........................................................................22
         8.05     IMMEDIATE U.S. FUNDS...........................................................................22
         8.06     CAPTIONS.......................................................................................22
         8.07     SUBSECTIONS....................................................................................22
         8.08     ILLEGALITY.....................................................................................22
         8.09     OHIO LAW.......................................................................................22
         8.10     INTEREST/FEE COMPUTATIONS......................................................................22
         8.11     NOTICE.........................................................................................23
         8.12     ACCOUNTING TERMS...............................................................................23
         8.13     ENTIRE AGREEMENT...............................................................................23
         8.14     WAIVER OF JURY TRIAL...........................................................................23
         8.15     LATE CHARGE; APPLICATION OF PAYMENTS...........................................................23
         8.16     CONFIDENTIALLY.................................................................................23

9.       DEFINITIONS.............................................................................................24

         account officer.........................................................................................24
         accumulated funding deficiency..........................................................................24
         Agreement...............................................................................................24
         Bank....................................................................................................24
         banking day.............................................................................................24
         Borrower................................................................................................24
         company.................................................................................................24
         contract period.........................................................................................24
</TABLE>


                                     -iii-

<PAGE>   5


<TABLE>
<S>      <C>                                                                                                     <C>
         credit request..........................................................................................24
         current assets..........................................................................................24
         current liabilities.....................................................................................25
         debt....................................................................................................25
         default under ERISA.....................................................................................25
         default under this Agreement............................................................................25
         distribution............................................................................................25
         environmental law.......................................................................................25
         ERISA...................................................................................................25
         ERISA regulator.........................................................................................25
         expiration date.........................................................................................26
         federal funds rate......................................................................................26
         funded indebtedness.....................................................................................26
         GAAP....................................................................................................26
         guarantor...............................................................................................26
         insider.................................................................................................26
         insolvency action.......................................................................................27
         LIBO pre-margin rate....................................................................................27
         LIBOR loan..............................................................................................27
         AIM loan................................................................................................27
         money market rate.......................................................................................27
         most recent 4A.02 financial statements..................................................................27
         net income..............................................................................................27
         net worth...............................................................................................27
         pension plan............................................................................................27
         prime rate..............................................................................................28
         receivable..............................................................................................28
         reference rate..........................................................................................28
         related writing.........................................................................................28
         reportable event........................................................................................28
         RR loan.................................................................................................28
         short-term loan.........................................................................................28
         short-term note.........................................................................................28
         subject commitment......................................................................................28
         subject indebtedness....................................................................................28
         subject loan............................................................................................28
         subject note............................................................................................28
         subordinated............................................................................................29
         subsidiary..............................................................................................29
         supplemental schedule...................................................................................29
         term loan...............................................................................................29
         term note...............................................................................................29
         total liabilities.......................................................................................29
         wholly-owned............................................................................................29
</TABLE>

                                      -iv-

<PAGE>   6



                                CREDIT AGREEMENT
                                ----------------

This Agreement is made as of December 30, 1994 by and between Preformed Line
Products Company (BORROWER) and NATIONAL CITY BANK (BANK), a national banking
association headquartered in Cleveland, Ohio:

                            I N T R O D U C T I O N:
                             - - - - - - - - - - - -

         WHEREAS, A. Borrower and Bank are parties to an agreement made as of
July 22, 1981, as amended by an Amendment Agreement made as of July 22, 1984,
and as further amended by a Second Amendment Agreement made as of July 2, 1987,
pursuant to which Borrower has made its Term Note (the TERM NOTE), dated July
22, 1987, payable to the order of Bank in the principal sum of two million five
hundred thousand dollars ($2,500,000), and evidencing a loan (the TERM loan)
made by Bank to Borrower;

                 B. Borrower has made its Grid Note: Short-Term Loans (@ Base
Rate or Fixed Rate) (the SHORT-TERM NOTE), dated June 15, 1994, payable to the
order of Bank in the principal sum of seven million dollars ($7,000,000), and
evidencing loans (each such loan, a SHORT-TERM LOAN) made by Bank to Borrower;

                 C. Borrower has requested that the short-term loans and the
terns loan, to the extent outstanding on the date hereof, be continued
outstanding as subject loans pursuant to the terms and conditions of this
Agreement;

                 D. Borrower has requested Bank to agree, pursuant to the terms
and conditions of this Agreement, to make, until, but not including, the
expiration date, such other loans to Borrower as Borrower may from time to time
request;

         THEREFORE, in consideration of the premises, in consideration of the
mutual covenants herein contained, and, in the case of Bank, in reliance on the
representations, warranties, and other statements made in or pursuant to this
Agreement and the related writings, Borrower and Bank hereby agree as follows:

1A. CROSS-REFERENCE -- Certain terms are defined in section 9.

2A. SUBJECT COMMITMENT -- The basic terms of the subject commitment and the
compensation therefor are as follows:

         2A.01 AMOUNT -- The amount of the subject commitment is fifteen million
         dollars ($15,000,000), but that amount may be reduced from time to time
         pursuant to subsection 2A.03 and the subject commitment may be
         terminated pursuant to section 5B.

         2A.02 TERM -- The subject commitments shall commence as of the date of
         this Agreement and shall remain in effect on a revolving basis until
         (but not including) December 31, 1997 (the EXPIRATION DATE) EXCEPT that
         a later expiration date may be established from time to time pursuant
         to subsection 2A.05 and EXCEPT that the subject

<PAGE>   7


         commitments shall end in any event upon any earlier reduction thereof
         to zero pursuant to subsection 2A.03 or any earlier termination
         pursuant to section 5B.

         2A.03 OPTIONAL REDUCTIONS -- Borrower shall have the right, at all
         times and without the payment of any premium, to permanently reduce the
         amount of the subject commitments by giving Bank one (1) banking day's
         prior written notice of the amount of each such reduction and the
         effective date thereof subject, however, to the following:

                  (a) No such reduction shall reduce the subject commitments to
                  a lesser aggregate amount than the sum of the aggregate unpaid
                  principal balance of the fixed-rate loans then outstanding
                  plus the aggregate unpaid principal balance o any fixed-rate
                  loans to be obtained pursuant to any unfulfilled credit
                  request under subsection 2B.02.

                  (b) Concurrently with each reduction Borrower shall prepay
                  such part, if any, of the principal of the subject loans then
                  outstanding as may be in excess of the amount of the subject
                  commitments as so reduced. Subsection 2B.13 and section 6C
                  shall apply to each such prepayment.

         2A.04 COMMITMENT FEE -- Borrower agrees to pay Bank a commitment fee

                  (a) based on the average daily difference between the amount
                  of the subject commitments from time to time in effect and the
                  aggregate unpaid principal balance of the subject loans then
                  outstanding,

                  (b) computed (on the basis of a 360-day year and the actual
                  number of days elapsed) at a rate of one-fifth of one percent
                  (1/5%) per annum so long as the subject commitment remains in
                  effect and

                  (c) payable in arrears on April 1, 1995 and on the first day
                  of each July 1, October 1, January 1, and April 1 thereafter
                  and at the end of the subject commitment.

         2A.05 EXTENSION OF SUBJECT COMMITMENTS -- Whenever Borrower furnishes
         its audited financial statements to Bank pursuant to clause (b) of
         subsection 3A.01, commencing with Borrower's audited financial
         statements for its fiscal year ending December 31, 1995, Borrower may
         request that the subject commitments be extended one year to the
         December 31 next following the expiration date then in effect. Bank
         agrees to give consideration to each such request; but in no event
         shall Bank be committed to extend the subject commitments, nor shall
         the subject commitments be so extended, unless and until both Borrower
         and Bank shall have executed and delivered an extension agreement
         substantially in the form of Exhibit C with the blanks appropriately
         filled.

2B. SUBJECT LOANS -- Bank agrees that so long as the subject commitment remains
in effect Bank will, subject to the conditions of this Agreement, grant Borrower
such subject loans as Borrower may from time to time request.



                                      -2-
<PAGE>   8


         2B.01 SUBJECT NOTE --The subject loans shall be evidenced at all times
         by a subject note executed and delivered by Borrower, payable to the
         order of Bank in a principal amount equal to the dollar amount of the
         subject commitment as in effect at the execution and delivery of the
         subject note and being in the form and substance of Exhibit B with the
         blanks appropriately filled.

                  (a) Whenever Borrower shall obtain a subject loan, Bank shall
                  endorse an appropriate entry on the subject note or make an
                  appropriate entry in a loan account in Bank's books and
                  records, or both. Each entry shall be prima facic evidence of
                  the data entered; but such entries shall not be a condition to
                  Borrower's obligation to pay.

                  (b) No holder of the subject note shall transfer the same or
                  seek a judgment or file a proof of claim based thereon,
                  without in each case first endorsing the subject note to
                  reflect the true amount owing thereon.

         2B.02 CREDIT REQUESTS -- Except as provided in subsection 2B.

         Whenever Borrower desires to borrow pursuant to this Agreement,
         Borrower shall give Bank an appropriate notice (a CREDIT REQUEST) with
         such information as Bank may reasonably request. The credit request
         shall be irrevocable and shall (EXCEPT in the case of any obtained at
         the execution and delivery of this Agreement) be given to Bank not
         later than 12:00 noon Cleveland time

                  (a) on the banking day the proceeds of any requested RR loan
                  or MM loan are to be disbursed to Borrower and

                  (b) on the third (3rd) banking day prior to the banking day on
                  which the proceeds of any requested LIBOR loan are to be
                  disbursed to Borrower.

         Each credit request shall be made either in writing or by telephone,
         PROVIDED that any telephone request shall be promptly confirmed in
         writing and Borrower shall assume the risk of misunderstanding.

         2B.03 CONDITION: NO DEFAULT -- Borrower shall not be entitled to obtain
         any subject loan if

                  (a) any default under this Agreement shall then exist or would
                  thereupon begin to exist or

                  (b) if any representation, warranty, or other statement made
                  by any person or entity (other than Bank) in any related
                  writing (other than any financial statement) would, if made
                  either as of the time of Borrower's request for that subject
                  loan or when that loan is to be made, be untrue or incomplete
                  in any respect.

         Each credit request, both when made and when honored, shall of itself
         constitute a continuing representation and warranty by Borrower that
         Borrower is entitled to obtain, and Bank is obligated to make, the
         requested subject loan.



                                      -3-
<PAGE>   9


         2B.04 CONDITION: PURPOSE -- Borrower shall not use the proceeds of any
         subject loan in any manner that would violate or be inconsistent with
         Regulation U or X of the Board of Governors of the Federal Reserve
         System; nor will it use any such proceeds for the purpose of financing
         the acquisition of any corporation or other business entity if the
         acquisition is publicly opposed by the latter's management and if Bank
         deems that its participation in the financing would involve it in a
         conflict of interest.

         2B.05 LOAN MIX -- The subject loans at any one time outstanding may
         consist of RR loans or LIBOR loans or MM loans or any combination
         thereof as Borrower may from time to time duly elect.

         2B.06 AMOUNT -- No subject loan shall be made if, after giving effect
         thereto, the aggregate unpaid principal balance of the subject loans
         would exceed the amount of the subject commitment then in effect. Each
         fixed-rate loan shall be in the principal sum of one million dollars
         ($1,000,000) or any greater amount (subject to the aforesaid
         limitations) that is an integral multiple of one hundred thousand
         dollars ($100,000).

         2B.07 CONTRACT PERIODS -- Each fixed-rate loan shall have applicable
         thereto a contract period to be duly elected by Borrower in the credit
         request therefor. Each contract period shall begin on the date the loan
         proceeds are to be disbursed and shall end on such date, not later than
         the expiration date, as Borrower may select subject, however, to the
         following:

                  (a) The contract period for each MM loan shall be subject to
                  Bank's assent thereto and, if the contract period otherwise
                  would end on a day not a banking day, it shall end on the next
                  following banking day.

                  (b) The contract period for each LIBOR loan shall end one
                  month or two or three or six months after the date of
                  borrowing; PROVIDED, that

                           (1) if any such contract period otherwise would end
                           on a day that is not a banking day, it shall end
                           instead on the next following banking day unless that
                           day falls in another calendar month, in which latter
                           case the contract period shall end instead on the
                           last banking day of the next preceding calendar
                           month, and

                           (2) if the contract period commences on a day for
                           which there is no numerical equivalent in the
                           calendar month in which the contract period is to
                           end, it shall end on the last banking day of that
                           calendar month.

         2B.08 MATURITIES -- The stated maturity of each RR loan shall be the
         expiration date. The stated maturity of each fixed-rate loan shall be
         the last day of the contract period applicable thereto. In no event,
         however, shall the stated maturity of any subject loan be later than
         the expiration date.

         2B.09    ROLLOVER -- If


                                      -4-
<PAGE>   10


                  (a) prior to the expiration date any fixed-rate loan shall not
                  be paid in full at the stated maturity thereof and

                  (b) Borrower shall have failed to duly give Bank a timely
                  credit request in respect thereof, Borrower shall be deemed to
                  have duly given Bank a timely credit request to obtain (and
                  Bank shall accordingly make) a RR loan in a principal amount
                  equal to the unpaid principal of the fixed-rate loan then due,
                  the proceeds of which RR loan shall be applied to the payment
                  in full of the fixed-rate loan then due; PROVIDED that no such
                  RR. loan shall of itself constitute a waiver of any
                  then-existing default under this Agreement.

         2B.10 INTEREST: RR LOANS -- The principal of and overdue interest on
         the RR loans shall bear interest payable in arrears on April 1, 1995
         and the first day of each July, October January and April thereafter
         and at maturity and computed (in accordance with subsection 8.10)

                  (a) prior to maturity, at a fluctuating rate equal to the
                  reference rate from time to time in effect and

                  (b) after maturity (whether occurring by lapse of time or by
                  acceleration), at a fluctuating rate equal to the reference
                  rate from time to time in effect plus two percent (2%) per
                  annum,

with each change in the reference rate automatically and immediately changing
the rate thereafter applicable to the RR loans; PROVIDED, that in no event shall
the rate applicable to the RR loans after the maturity thereof be less than the
rate applicable thereto immediately after maturity.

         2B.11 INTEREST: FIXED-RATE LOANS -- The principal of and overdue
         interest on each fixed-rate loan shall bear interest computed (in
         accordance with subsection 8.10) and payable as follows:

                  (a) Prior to maturity each MM loan shall bear interest at a
                  rate equal to the money market rate in effect at the start of
                  the applicable contract period plus one-half of one percent
                  (1/2%) per annum.

                  (b) Prior to maturity each LIBOR loan shall bear interest at a
                  rate equal to the LIBO pre-margin rate in effect at the start
                  of the applicable contract period plus one-half of one percent
                  (1/2%) per annum.

                  (c) After maturity (whether occurring by lapse of time or by
                  acceleration), each fixed-rate loan shall bear interest
                  computed and payable in the same manner as in the case of RR
                  loans EXCEPT that in no event shall any fixed-rate loan bear
                  interest after maturity at a lesser rate than that applicable
                  thereto immediately after maturity.



                                      -5-
<PAGE>   11


                  (d) Interest on each fixed-rate loan shall be payable in
                  arrears on the last day of the contract period applicable
                  thereto and at maturity and, in the case of any contract
                  period having a longer term than

                           (i) ninety (90) days, in the case of any MM loan,
                           shall also be payable every ninety (90) days after
                           the first day of the contract period and

                           (ii) three months, in the case of any LIBOR loan,
                           shall also be payable every three (3) months after
                           the first day of the contract period.

         2B.12 DISBURSEMENT -- Bank shall, in the absence of Borrower's written
         instructions to the contrary, disburse the proceeds of each subject
         loan, in each case in immediately available funds, to Borrower's
         general checking account with Bank.

         2B.13 PREPAYMENTS -- Borrower may from time to time prepay the
         principal of the RR loans in whole or in part and may from time to time
         prepay the principal of any fixed-rate loan in whole or in part,
         subject to the following:

                  (a) Each prepayment of fixed-rate loans shall be applied
                  solely to a single fixed-rate loan, shall aggregate one
                  million dollars ($1,000,000) or any greater amount that is an
                  integral multiple of one hundred thousand dollars ($100,000)
                  or an amount equal to the then aggregate unpaid principal
                  balance thereof.

                  (b) Each prepayment of the RR loans may be made without
                  penalty or premium. Any prepayment of any fixed-rate loans
                  (regardless of the reason for the prepayment) shall be subject
                  to the payment of any indemnity required by section 6C.

                  (c) No prepayment shall of itself reduce the subject
                  commitment.

                  (d) Concurrently with each prepayment of a fixed-rate loan,
                  Borrower shall prepay the interest accrued on the prepaid
                  principal.

         2B.14    FIXED-RATE: UNAVAILABILITY -- If at any time

                  (a) Bank shall determine that dollar deposits of the relevant
                  amount for the relevant contract period are not available in
                  the London interbank eurodollar market (in the case of LIBOR
                  loans) or other market (in the case of MM loans) for the
                  purpose of funding the fixed-rate loan in question, or

                  (b) Bank shall determine that circumstances affecting that
                  market make it impracticable for Bank to ascertain the rate or
                  rates applicable to fixed-rate loans,

then and in each such case Bank shall, by written notice to Borrower, suspend
Borrower's right thereafter to obtain fixed-rate loans, which suspension shall
remain in effect until such time, if any, as Bank may give written notice to
Borrower that the condition giving rise to the suspension no longer prevails.



                                      -6-
<PAGE>   12


         2B.15 FIXED-RATE LOANS: ILLEGALITY -- If any governmental authority
         shall assert that it is unlawful for Bank to fund, make or maintain any
         fixed-rate loans,

                  (a) Bank shall give Borrower prompt written notice thereof and

                  (b) Borrower shall promptly pay in full the principal of and
                  interest on the fixed-rate loan in question and make the
                  reimbursement, if any, required by section 6C.

         2B.16 PRIOR LOANS -- Upon the execution and delivery of this Agreement,
         each of the prior loans outstanding on the date of this Agreement
         shall, subject to the terms and conditions of this Agreement, continue
         to be outstanding and shall be deemed an RR loan and shall bear
         interest accordingly until paid in full. Upon Borrowers' satisfaction
         of the conditions precedent set forth in section 4A, Bank shall return
         the short-term note and the term note, each marked "EXCHANGED", to
         Borrower.

3A. INFORMATION -- Borrower agrees that so long as the subject commitment
remains in effect and thereafter until all the subject indebtedness shall have
been paid in full, Borrower will perform and observe each of the following:

         3A.01 FINANCIAL STATEMENTS -- Borrower will furnish to Bank

                  (a) as soon as available (and in any event within forty-five
                  (45) days after the end of each month of each of Borrower's
                  fiscal years), balance sheets of the companies as at the end
                  of that period and their statements of cash flow, income and
                  surplus reconciliation for the year to the end of that period,
                  all prepared (but unaudited) on a consolidated net equity
                  basis, on a comparative basis with the prior year, in
                  accordance with the accounting principles used in preparing
                  Borrower's November 30, 1994 financial statements (released
                  December 13, 1994) heretofore furnished by Borrower to Bank,
                  and otherwise in form and detail reasonably satisfactory to
                  Bank,

                  (b) as soon as available (and in any event within one hundred
                  twenty (120) days after the end of each of Borrower's fiscal
                  years), a complete copy of the annual audit report (including
                  without limitation all financial statements of the companies
                  therein and notes thereto) of Borrower for that year which
                  shall be

                           (1) prepared on a consolidated basis, on a
                           comparative basis with the prior year, in accordance
                           with GAAP (EXCEPT as disclosed therein) and in form
                           and detail reasonably satisfactory to Bank and

                           (2) certified (without qualification as to GAAP,
                           except any qualification required as a result of the
                           non-disclosure of certain segment information about
                           Borrower's operations as required by Statement No. 14
                           of the Financial Accounting Standards Board) by Ernst
                           & Young or other independent certified public
                           accountants selected by Borrower and reasonably
                           satisfactory to Bank,



                                      -7-
<PAGE>   13


                  (c) concurrently with each delivery of financial statements
                  pursuant to clause (a) or (b), a certificate by Borrower's
                  chief financial officer

                           (1) certifying that to the best of the officer's
                           knowledge and belief, (A) those financial statements
                           fairly present in all material respects the financial
                           condition and results of operations of the companies
                           in accordance with GAAP subject, in the case of
                           interim financial statements, to routine year-end
                           audit adjustments and (B) no default under this
                           Agreement then exists or if any does, a brief
                           description of the default and Borrower's intentions
                           in respect thereof, and

                           (2) setting forth calculations indicating whether or
                           not the companies are in compliance with the general
                           financial standards of section 3B,

                  (d) promptly when filed (in final form) or sent, a copy of

                           (1) each registration statement, Form 10-K annual
                           report, Form 10-Q quarterly report, Form 8-K current
                           report or similar document, if any, filed by Borrower
                           with the Securities and Exchange Commission (or any
                           similar federal agency having regulatory jurisdiction
                           over Borrower's securities) and

                           (2) each proxy statement, annual report, certificate,
                           notice or other document sent by Borrower to the
                           holders of any of its securities (or any trustee
                           under any indenture which secures any of its
                           securities or pursuant to which such securities are
                           issued) and

                           (e) forthwith upon Bank's written request, such other
                           information about the financial condition, properties
                           and operations of the companies and their pension
                           plans as that Bank may from time to time reasonably
                           request.

         3A.02 NOTICE -- Borrower will cause its chief financial officer, or in
         his absence another officer designated by Borrower, to give Bank prompt
         written notice whenever any responsible officer of any company

                  (a) reasonably believes (or receives notice from any
                  governmental agency alleging) that any reportable event has
                  occurred in respect of any pension plan or that any company
                  has become in material non-compliance with any law or
                  governmental order referred to in subsection 3C.06 if
                  non-compliance therewith would materially and adversely affect
                  the financial condition, operations or properties of the
                  companies on a consolidated basis,

                  (b) receives from the Internal Revenue Service or any other
                  federal, state or local taxing authority any allegation of any
                  default by any company in the payment of any tax that is
                  material in amount or notice of any assessment in respect
                  thereof,



                                      -8-
<PAGE>   14


                  (c) learns there has been brought against any company before
                  any court, administrative agency or arbitrator any litigation
                  or proceeding which, if successful, might have a material,
                  adverse effect on the financial condition, operations or
                  properties of the companies on a consolidated basis,

                  (d) reasonably believes that any representation, warranty, or
                  other statement made by any person or entity (other than Bank)
                  in any related writing (other than any financial statement)
                  would, if made as of the time in question, be untrue or
                  incomplete in any material respect or

                  (e) reasonably believes that there has occurred or begun to
                  exist any other event, condition or thing that likely may have
                  a material, adverse effect on the financial condition,
                  operations or properties of the companies viewed on a
                  consolidated basis.

3B. GENERAL FINANCIAL STANDARDS -- Borrower agrees that so long as the subject
commitments remain in effect and thereafter until all of the subject
indebtedness shall have been paid in full, Borrower will observe each of the
following:

         3B.01 NET WORTH -- Borrower will not suffer or permit the consolidated
         net worth (exclusive of the cumulative foreign currency translation
         adjustment component thereof as reflected in Borrower's financial
         statements) of the companies at any time to be less than sixty million
         dollars ($60,000,000).

         3B.02 LEVERAGE -- Borrower will not suffer or permit

                  (a) the total liabilities of the companies at any time to
                  exceed an amount equal to seventy-five percent (75%) of the
                  net worth of the companies, all as determined on a
                  consolidated basis, or

                  (b) the total liabilities of Borrower (including only those of
                  Borrower and excluding those of its subsidiaries) at any time
                  to exceed an amount equal to fifty-two percent (52%) of
                  Borrower's net worth.

         3B.03 WORKING CAPITAL -- Borrower will not suffer or permit

                  (a) the companies' current assets, as determined on a
                  consolidated basis, less the companies' current liabilities,
                  as determined on a consolidated basis, at any time to fall
                  below eighteen million dollars ($18,000,000) or

                  (b) Borrower's current assets (exclusive of those of its
                  subsidiaries) less Borrower's current liabilities (exclusive
                  of those of its subsidiaries) at any time to fall below
                  thirteen million dollars ($13,000,000).

         3B.04 PRETAX INTEREST COVERAGE -- Borrower will not suffer or permit
         the aggregate, determined as of the last day each fiscal year
         (commencing with the present fiscal year), of



                                      -9-
<PAGE>   15


                  (a) the net income of the companies for that fiscal year plus

                  (b) the aggregate interest expense of the companies for that
                  fiscal year plus

                  (c) the aggregate federal, state and local income taxes of the
                  companies for that fiscal year to be less than an amount equal
                  to three hundred percent (300%) of the aggregate interest
                  expense of the companies for that fiscal year, all as
                  determined on a consolidated basis.

3C. AFFIRMATIVE COVENANTS -- Borrower agrees that so long as the subject
commitments remain in effect and thereafter until all of the subject
indebtedness shall have been paid in full, Borrower will perform and observe,
and will cause each subsidiary to perform and observe, each of the following
provisions on their respective parts to be complied with, namely:

         3C.01 TAXES -- Each company will pay in full

                  (a) prior in each case to the date when penalties for the
                  nonpayment thereof would attach, all taxes, assessments and
                  governmental charges and levies for which it may be or become
                  subject and

                  (b) prior in each case to the date the claim would become
                  delinquent for non-payment, all other lawful claims (whatever
                  their kind or nature);

         PROVIDED, that no item need be paid so long as and to the extent that
         it is contested in good faith and by timely and appropriate proceedings
         which are effective to stay enforcement thereof as well as the
         imposition of any lien or charge upon its property.

         3C.02 FINANCIAL RECORDS -- Each company will at all times keep true and
         complete financial records in accordance with GAAP and, without
         limiting the generality of the foregoing, make appropriate accruals to
         reserves for estimated and contingent losses and liabilities. Each
         fiscal year of each company shall commence on January 1 of a calendar
         year and conclude on December 31 of the same calendar year.

         3C.03 VISITATION -- Each company will permit Bank at all reasonable
         times, upon reasonable advance notice, except in the case of an
         emergency,

                  (a) to visit and inspect that company's properties and examine
                  its financial records and to make copies of and extracts from
                  such records and

                  (b) to consult with that company's directors, officers,
                  employees (with an officer of the company present, provided
                  that the company shall furnish such an officer promptly after
                  receipt of the aforementioned advance notice), accountants,
                  actuaries, trustees and plan administrators in respect of its
                  financial condition, properties and operations and the
                  financial condition of its pension plans, each of which
                  parties is hereby authorized to make such information
                  available to Bank to the same extent that it would to that
                  company.

         3C.04 INSURANCE -- Each company will



                                      -10-
<PAGE>   16


                  (a) keep itself and all of its insurable properties insured at
                  all times to such extent, with such deductibles, by such
                  insurers and against such hazards and liabilities as is
                  generally and prudently done by other business enterprises
                  respectively similar to the companies and

                  (b) forthwith upon Bank's written request, cause an
                  appropriate officer to deliver to each of Bank a certificate
                  setting forth, in form and detail satisfactory to Bank, such
                  information about that insurance, all as Bank may from time to
                  time reasonably request.

         3C.05 CORPORATE EXISTENCE -- Each company will at all times maintain
         its corporate existence, rights and franchises; PROVIDED, that this
         subsection shall not prevent any dissolution and liquidation of any
         subsidiary or any merger or consolidation permitted by subsection
         3D.01.

         3C.06 COMPLIANCE WITH LAW -- Each company will comply with all laws
         (whether federal, state or local and whether statutory, administrative
         or judicial or other) and with every lawful governmental order (whether
         administrative or judicial) and will, without limiting the generality
         of the foregoing,

                  (a) use and operate all of its facilities and properties in
                  material compliance with all environmental laws and handle all
                  hazardous materials in material compliance therewith; keep in
                  full effect each permit, approval, certification, license or
                  other authorization required by any environmental law for the
                  conduct of any material portion of its business; and comply in
                  all other material respects with all environmental laws;

                  (b) make a full and timely payment of premiums required by
                  ERISA and perform and observe all such further and other
                  requirements of ERISA such that no default under ERISA shall
                  occur or begin to exist and

                  (c) comply with all material requirements of all occupational
                  health and safety laws;

         PROVIDED, that this subsection shall not apply to any of the foregoing

                  (i) if and to the extent that the same shall be contested in
                  good faith by timely and appropriate proceedings which are
                  effective to stay enforcement thereof and against which
                  appropriate reserves shall have been established or

                  (ii) in any other case so long as no default under this
                  agreement would occur or begin to exist if the maximum
                  liability of all such items (including, without limitation,
                  those referred to in clause (i)) were reflected in Borrower's
                  consolidated balance sheet as a current liability.

         3C.07 PROPERTIES -- Each company will maintain all fixed assets
         necessary to its continuing operations in good working order and
         condition, ordinary wear and tear excepted.




                                      -11-
<PAGE>   17

3D. NEGATIVE COVENANTS -- Borrower agrees that so long as the subject
commitments remain in effect and thereafter until all of the subject
indebtedness shall have been paid in full, Borrower will observe, and will cause
each subsidiary to observe, each of the following provisions on their respective
parts to be complied with, namely:

         3D.01 EQUITY TRANSACTIONS -- No company will

                  (a) be a party to any merger or consolidation, PROVIDED, that
                  if no default under this agreement shall then exist and if
                  none would thereupon begin to exist, this clause (a) shall not
                  apply to any merger or consolidation involving only
                  subsidiaries, any merger involving Borrower in which Borrower
                  is the surviving corporation, or any dissolution and
                  liquidation of a subsidiary, or

                  (b) lease as lessor, sell, sell-leaseback or otherwise
                  transfer (whether in one transaction or a series of
                  transactions) all or any substantial part of its fixed assets
                  EXCEPT chattels that shall have become obsolete or no longer
                  useful in its present business.

         3D.02 CREDIT EXTENSIONS -- No company will

                  (a) make or keep any investment in any notes, bonds or other
                  obligations of any kind for the payment of money or make or
                  have outstanding at any time any advance or loan to anyone or

                  (b) be or become a guarantor of any kind;

         PROVIDED, that this subsection shall not apply to

                  (i) any existing or future advance made to an officer or
                  employee of any company solely for the purpose of paying
                  ordinary and reasonable business expenses of that company,

                  (ii) any existing or future investment in direct obligations
                  of the United States of America or any agency thereof, in
                  certificates of deposit issued by Bank, or in any other
                  money-market investment if it carries the highest quality
                  rating of any nationally-recognized rating agency, PROVIDED,
                  that no investment permitted by this clause (ii) shall mature
                  more than ninety (90) days after the date when made,

                  (iii any existing investment, advance, loan or guaranty fully
                  disclosed in Borrower's most recent 4A.02 financial statements
                  or in the supplemental schedule,

                  (iv) any endorsement of a check or other medium of payment for
                  deposit or collection, or any similar transaction in the
                  normal course of business,

                  (v) any existing or future investment, advance or loan,
                  PROVIDED that after giving effect thereto the aggregate amount
                  of all investments, advances and loans



                                      -12-
<PAGE>   18


                  (exclusive of investments, advances and loans permitted under
                  clauses (i), (ii) and (iii) of this subsection 3D.02) made by
                  any one or more of the companies would not at any time exceed
                  an amount equal to fifteen million dollars ($15,000,000),

                  (vi) any existing or future guaranty by a company of any
                  liability owing by another company, or

                  (vii) any existing or future guaranty, PROVIDED that after
                  giving effect thereto, the maximum aggregate amount of all
                  liabilities incurred by any one or more of the companies
                  pursuant to any one or more guaranties (exclusive of
                  guaranties permitted by clauses (iii), (iv) and (vi) of this
                  subsection 3D.02) would not at any time exceed an amount equal
                  to ten million dollars ($10,000,000).

         3D.03 LIENS, LEASES -- No company will

                  (a) ease any property as lessee or acquire or hold any
                  property subject to any land contract, inventory consignment
                  or other title retention contract,

                  (b) ell or otherwise transfer any receivables, whether with or
                  without recourse, except for any sale of receivables
                  classified as bad debts in accordance with GAAP and which, in
                  the aggregate, are in an amount that is immaterial in relation
                  to the seller's aggregate receivables, or

                  (c) suffer or permit any property now owned or hereafter
                  acquired by it to be or become encumbered by any mortgage,
                  security interest, lien or financing statement;

         PROVIDED, that this subsection shall not apply to

                  (i) any tax lien, or any lien securing workers' compensation
                  or unemployment insurance obligations, or any mechanic's,
                  carrier's or landlord's lien, or any lien arising under ERISA,
                  or any security interest arising under article four (Bank
                  deposits and collections) or five (letters of credit) of the
                  Uniformly Commercial Code, or any similar security interest or
                  other lien, EXCEPT that this clause (i) shall apply only to
                  security interests and other liens arising by operation of law
                  (whether statutory or common law) and in the ordinary course
                  of business and shall not apply to any security interest or
                  other lien that secures any indebtedness for borrowed money or
                  any Guaranty thereof or any obligation that is in material
                  default in any manner (other than any default contested in
                  good faith by timely and appropriate proceedings effective to
                  stay enforcement of the security interest or other lien in
                  question),

                  (ii) zoning or deed restrictions, public utility easements,
                  minor title irregularities and similar matters having no
                  adverse effect as a practical matter on the ownership or use
                  of any of the property in question,

                  (iii) any lien securing or given in lieu of surety, stay,
                  appeal or performance bonds, or securing performance of
                  contracts or bids (other than contracts for the



                                      -13-
<PAGE>   19


                  payment of money borrowed), or deposits required by law or
                  governmental regulations or by any court order, decree,
                  judgment or rule or as a condition to the transaction of
                  business or the exercise of any right, privilege or license,
                  EXCEPT that this clause (iii) shall not apply to any lien or
                  deposit securing an obligation that is in material default in
                  any manner (other than any default contested in good faith by
                  timely and appropriate proceedings effective to stay
                  enforcement of the security interest or other lien in
                  question),

                  (iv) any mortgage, security interest or other lien securing
                  only the subject indebtedness,

                  (v) any mortgage, security interest, capitalized lease, or
                  other lien (each, a "purchase money security interest") which
                  is created or assumed in purchasing, constructing or improving
                  any real property or equipment or to which any such property
                  is subject when purchased, PROVIDED, that (A) the purchase
                  money security interest shall be confined to the aforesaid
                  property, (B) the indebtedness secured thereby does not exceed
                  the total cost of the purchase, construction or improvement
                  and (C) any such indebtedness, if repaid in whole or in part,
                  cannot be reborrowed,

                  (vi) any lease other than any capitalized lease (it being
                  agreed that a capitalized lease is a lien rather than a lease
                  for the purposes of this Agreement),

                  (vii) any mortgage, security interest or other lien which (A)
                  is fully disclosed in Borrower's most recent 4A.02 financial
                  statements or in the supplemental schedule and (B) secures
                  only indebtedness that is fully disclosed in Borrower's most
                  recent 4A.02 financial statements or in the supplemental
                  schedule or any renewal or refinancing of any such
                  indebtedness if and to the extent that the renewal or
                  refinancing does not increase the then amount of the
                  indebtedness renewed or refinanced,

                  (viii) any mortgage, security interest or other lien (other
                  than any purchase money security interest) which encumbers any
                  fixed asset of any corporation or other business entity that
                  is not a subsidiary on the date of this Agreement but which
                  becomes, by acquisition, a subsidiary of any company after the
                  date of this Agreement, but only if (A) the mortgage, security
                  interest or other lien in question encumbered the fixed asset
                  in question at the time such subsidiary is acquired and (B)
                  the aggregate amount of all indebtedness secured by mortgages,
                  security interests and other liens permitted by this clause
                  (viii) does not at any time exceed an amount equal to five
                  million dollars ($5,000,000) (or the equivalent thereof if not
                  denominated in U.S. dollars) at any one time outstanding,

                  (ix) any mortgage, security interest or other lien not
                  otherwise permitted under his subsection 3D.03 provided that
                  the aggregate amount of all indebtedness secured by mortgages,
                  security interests and other liens permitted by this clause
                  (ix) does not at any time exceed an amount equal to two
                  million dollars



                                      -14-
<PAGE>   20


                  ($2,000,000) (or the equivalent thereof if not denominated in
                  U. S. dollars) at any one time outstanding, or

                  (viii) any financing statement perfecting a security interest
                  that would be permissible under this subsection.

         3D.04 DIVIDENDS -- Borrower will not make or commit itself to make any
         distribution to its shareholders at any time if any default under this
         agreement shall then exist or would thereupon occur, nor will Borrower
         at any time make any distribution other than any dividend payable
         solely in cash.

4A. CLOSING -- Prior to or at the execution and delivery of this Agreement
Borrower shall have complied or caused compliance with each of the following:

         4A.01 SUBJECT NOTE --Borrower shall have executed and delivered a
         subject note to Bank in accordance with subsection 213.01.

         4A.02 FINANCIAL STATEMENTS -- Borrower shall have furnished to Bank at
         least one true and complete copy of each of the following: Borrower's
         annual audit report (including, without limitation, all financial
         statements therein and notes thereto and the accompanying accountants'
         certificate) prepared as at December 31, 1993 and annual audit reports
         for each of Borrower's two next preceding fiscal years (each having
         been certified by Ernst & Young) and Borrower's unaudited interim
         financial statements prepared as at November 30, 1994. 4A.03
         DOCUMENTATION FEE -- Borrower shall pay Bank a documentation fee of
         five thousand dollars ($5000).

4B. WARRANTIES -- Subject only to such exceptions, if any, as may be set forth
in the supplemental schedule or in Borrower's most recent 4A.02 financial
statements, Borrower represents and warrants as follows:

         4B.01 EXISTENCE -- Borrower is a duly organized and validly existing
         Ohio corporation in good standing. Exhibit D sets forth, as of the date
         of this Agreement, the name of each of Borrower's subsidiaries, the
         address of its chief executive office and the jurisdiction in which it
         is incorporated. Each subsidiary is a duly organized and validly
         existing corporation in good standing where incorporated, and all of
         its outstanding stock is fully paid and non-assessable and owned by
         Borrower free from any security interest, option, equity or other right
         of any kind except to the extent, if any, set forth in Exhibit D. Each
         company is duly qualified to transact business in each state or other
         jurisdiction in which it owns or leases any real property or in which
         the nature of the business conducted makes such qualification necessary
         or, if not so qualified, such failure to qualify will have no material
         adverse effect upon the financial condition of the companies and their
         ability to transact business, all on a consolidated basis.

         4B.02 GOVERNMENTAL RESTRICTIONS -- No registration with or approval of
         any governmental agency of any kind is required on the part of any
         company for the due execution and delivery or for the enforceability of
         this Agreement or any related writing.



                                      -15-
<PAGE>   21


         4B.03 CORPORATE AUTHORITY -- Borrower has requisite corporate power and
         authority to enter into this Agreement and to obtain subject loans in
         accordance with this Agreement. Each officer executing and delivering
         this Agreement or any related writing on behalf of Borrower has in each
         case been duly authorized by that company to do so. Neither any such
         execution and delivery nor any performance and observance by Borrower
         of such of the respective provisions of this Agreement and those
         related writings as are on its part to be complied with will violate
         any existing provision in its articles of incorporation, regulations or
         by-laws or any applicable law or violate or otherwise constitute a
         default under any contract or other obligation now existing and binding
         upon Borrower. This Agreement and each such related writing will, upon
         the execution and delivery thereof, become a valid and binding
         obligation enforceable against Borrower subject, however, to any
         applicable insolvency or Bankruptcy law and general principles of
         equity.

         4B.04 LITIGATION -- No litigation or proceeding is pending against any
         company before any court, administrative agency or arbitrator which
         could reasonably be expected to, if successful, have a material adverse
         effect on the companies on a consolidated basis.

         4B.05 TAXES -- Each company has filed all federal, state and local tax
         returns which are required to be filed by it and paid all taxes due as
         shown thereon (EXCEPT to the extent, if any, permitted by subsection
         3C.01). The Internal Revenue Service has audited Borrower's tax returns
         through the year ended December 31, 1989, and, as of the date of this
         Agreement, is in the process of auditing Borrower's tax returns through
         the year ended December 31, 1992, and has not alleged any material
         default by any company in the payment of any tax material in amount or
         threatened to make any assessment in respect thereof which has not been
         reflected in Borrower's most recent 4A.02 financial statements.

         4B.06 TITLE -- The companies have good and marketable title to all
         assets reflected in Borrower's most recent 4A.02 financial statements
         EXCEPT for changes resulting from transactions in the ordinary course
         of business. All such assets are clear of any mortgage, security
         interest or other lien of any kind other than any permitted by
         subsection 3D.04.

         4B.07 LAWFUL OPERATIONS -- Except if and to the extent that
         non-compliance would not have a material adverse effect on the
         financial condition, operations or properties of the companies on a
         consolidated basis, each company's operations have at all relevant
         times been and continue to be in compliance with all requirements
         imposed by law, whether federal, state or local, whether statutory,
         regulatory or other, including (without limitation) ERISA, all
         environmental laws and occupational safety and health laws and all
         zoning ordinances. Without limiting the generality of the foregoing,

                  (a) no condition exists at, on or under any facility or other
                  property now or previously owned by any company which would
                  give rise to any material liability under any environmental
                  law; and no company has received any notice from any
                  governmental agency, court or anyone else to the effect that
                  (i) such company is a potentially responsible party for any
                  clean-up of any environmental waste site, the cost of which
                  clean-up would be material, (ii) such company is in material



                                      -16-
<PAGE>   22


                  violation of any environmental permit or law or (iii) any
                  property at any time owned or operated by that company has
                  been placed on any registry of solid or hazardous waste
                  disposal site, unless the placement of that property on such
                  registry is unlikely to result in a material liability on the
                  part of that company; and

                  (b) no material accumulated funding deficiency exists in
                  respect of any of the companies' pension plans; and no
                  reportable event has occurred in respect of any such plan
                  which is continuing and which constitutes grounds either for
                  termination of the plan or for court appointment of a trustee
                  for the administration thereof.

         4B.08 INSURANCE -- The companies' insurance coverage complies with the
         standards set forth in subsection 3C.04.

         4B.09 FINANCIAL STATEMENTS -- Each of the financial statements referred
         to in subsection 4A.02 has been prepared in accordance with generally
         accepted accounting principles applied on a basis consistent with those
         used by it during its then next preceding full fiscal year EXCEPT to
         the extent, if any, specifically noted therein and fairly presents in
         all material respects (subject to routine year-end audit adjustments in
         the case of the unaudited financial statements) the consolidated
         financial condition of the companies as of the date thereof (including
         a full disclosure of material contingent liabilities, if any) and the
         consolidated results of their operations, if any, for the fiscal period
         then ending. There has been no material adverse change in the financial
         condition, properties or business of the companies viewed on a
         consolidated basis since the date of Borrower's most recent 4A.02
         financial statements nor any change in their accounting procedures
         since the end of Borrower's latest full fiscal year covered by those
         statements.

         4B.10 DEFAULTS -- No default under this agreement exists, nor will any
         exist immediately after the execution and delivery of this Agreement.

5A. EVENTS OF DEFAULT -- Each of the following shall constitute an event of
default hereunder:

         5A.01 PAYMENTS -- If (a) any debt (other than any principal of any
         subject loan or any debt payable on demand), including, without
         limitation, any subject indebtedness, shall not be paid in full
         promptly when the same becomes due and shall remain unpaid for ten (10)
         consecutive days thereafter, (b) any principal of any subject loan
         shall not be paid in full promptly when the same becomes due or (c) any
         debt payable on demand shall not be paid in full promptly within ten
         (10) consecutive days after any actual demand for payment therefor.

         5A.02 WARRANTIES -- If any representation, warranty or statement made
         in this Agreement or in any related writing referred to in subsection
         4A shall be false or erroneous in any material respect; or if any
         representation, warranty or statement hereafter made by or on behalf of
         any company in any related writing not referred to in section 4A shall
         be false or erroneous in any material respect.



                                      -17-
<PAGE>   23


         5A.03 COVENANTS WITHOUT GRACE -- If any company shall fail or omit to
         perform or observe any provision in sections 3A, 3B or 3D or in
         subsections 3C.02, 3C.03 or 3C.05.

         5A.04 COVENANTS WITH GRACE -- If anyone (other than Bank) shall fail or
         omit to perform and observe any agreement (other than those referred to
         in subsections 5A.01 or 5A.03) contained in this Agreement or any
         related writing that is on its part to be complied with, and that
         failure or omission shall not have been fully corrected within thirty
         (30) days after the giving of written notice to Borrower by Bank that
         it is to be remedied.

         5A.05 CROSS-DEFAULT -- If any indebtedness (other than the subject
         indebtedness) of any company for borrowed money (regardless of
         maturity) or any of its funded indebtedness shall be or become "in
         default" (as defined below) EXCEPT any indebtedness if and only so long
         as the aggregate unpaid principal balance of all such indebtedness in
         default does not exceed five million dollars ($5,000,000) at any one
         time outstanding. In this subsection, ` fa t means that (a) there shall
         have occurred (or shall exist) in respect of the indebtedness in
         question (either as in effect at the date of this Agreement or as in
         effect at the time in question) any event, condition or other thing
         which constitutes, or which with the giving of notice or the lapse of
         any applicable grace period or both would constitute, a default which
         accelerates (or permits any creditor or creditors or representative or
         creditors to accelerate) the maturity of any such indebtedness; or (b)
         any such indebtedness (other than any payable on demand) shall not have
         been paid in full at its stated maturity; or (c) any such indebtedness
         payable on demand shall not have been paid in full within ten (10)
         banking days after any actual demand for payment.

         5A.06 JUDGMENTS/ERISA DEFAULTS -- If at any time (a) the aggregate of
         all undischarged final judgments (excluding any judgments the execution
         of which, on the date of determination, are effectively stayed) against
         the companies or any thereof for the payment of money shall exceed an
         amount equal to five million dollars ($5,000,000), or (b) the aggregate
         of all liabilities of the companies or any thereof arising from
         defaults under ERISA, shall exceed an amount equal to five million
         dollars ($5,000,000).

         5A.07 OWNERSHIP -- If any person or group of persons (as those terms
         are defined in sections 13 and 14 of the Securities Exchange Act of
         1934, as amended), other than those persons identified as officers or
         directors of Borrower in Borrower's 1993 annual report (or their
         respective immediate family members, heirs, devisees, legatees, or
         trusts for the benefit of any of the foregoing), shall at any time have
         or acquire beneficial ownership (within the meaning of Rule 13d 3
         promulgated by the Securities and Exchange Commission under the
         aforementioned act) of shares constituting fifty percent (50%) or more
         of the outstanding equity securities of Borrower.

         5A.08 SOLVENCY -- If (a) any company shall discontinue operations, or
         (b) any company shall commence any insolvency action of any kind or
         admit (by answer, default or otherwise) the material allegations of, or
         consent to any relief requested in, any insolvency action of any kind
         commenced against that company by its creditors or any



                                      -18-
<PAGE>   24


         thereof, or (c) any creditor or creditors shall commence against any
         company any insolvency action of any kind which shall remain in effect
         (neither dismissed nor stayed) for thirty (30) consecutive days.

5B. EFFECTS OF DEFAULT -- Notwithstanding any contrary provision or inference in
this Agreement or in any related writing:

         5B.01 OPTIONAL DEFAULTS -- If any event of default referred to in
         subsection 5A.01 through 5A.07, both inclusive, shall occur and be
         continuing, Bank shall have the right in its discretion, by giving
         written notice to Borrower,

                  (a) to terminate the subject commitment (if not already
                  expired or reduced to zero pursuant to section 2A or
                  terminated pursuant to this section) and Bank shall have no
                  obligation thereafter to grant any subject loan to Borrower,
                  and

                  (b) to accelerate the maturity of all of Borrower's debt to
                  Bank (other than debt, if any, already due and payable), and
                  all such debt shall thereupon become and thereafter be
                  immediately due and payable in full without any presentment or
                  demand and without any further or other notice of any kind,
                  all of which are hereby waived by Borrower.

         5B.02 AUTOMATIC DEFAULTS -- If any event of default referred to in
         subsection 5A.08 shall occur,

                  (a) the subject commitment shall automatically and immediately
                  terminate (if not already expired or reduced to zero pursuant
                  to section 2A or terminated pursuant to this section) and Bank
                  shall have no obligation thereafter to grant any subject loan
                  to Borrower, and

                  b all of Borrower's debt to Bank other than debt if an alread
                  due and payable) shall thereupon become and thereafter be
                  immediately due and payable in full, all without any
                  presentment, demand or notice of any kind, which are hereby
                  waived by Borrower.

         5B.03 OFFSETS -- If there shall occur or exist any default under this
         Agreement referred to in subsection 5A.08, then, so long as that
         default under this Agreement exists, Bank shall have the right at any
         time to set off against and to appropriate and apply toward the payment
         of the subject indebtedness then owing to it, whether or not the same
         shall then have matured, any and all deposit balances then owing by
         Bank to or for the credit or account of Borrower, all without notice to
         or demand upon Borrower, all such notices and demands being hereby
         expressly waived.

6A. INDEMNITY: STAMP TAXES -- Borrower will pay all stamp taxes and similar
taxes, if any, including interest and penalties, if any, payable in respect of
the issuance of the subject indebtedness.

6B. INDEMNITY: GOVERNMENTAL COSTS/FIXED-RATE LOANS -- If



                                      -19-
<PAGE>   25


         (a) there shall be introduced or changed any treaty, statute,
         regulation or other law, or there shall be made any change in the
         interpretation or administration thereof, or there shall be made any
         request from any central bank or other lawful governmental authority,
         the effect of any of which events shall be to (1) impose, modify or
         deem applicable any reserve or special deposit requirements against
         assets held by or deposits in or loans by any national banking
         association (whether or not applicable to Bank) or by Bank or (2)
         subject Bank to any tax, duty, fee, deduction or withholding or (3)
         change the basis of taxation of payments due to Bank from Borrower
         (otherwise than by a change in taxation of Bank's overall net income)
         or (4) impose on Bank any penalty in respect of any fixed-rate loans
         and

         (b) in Bank's sole opinion any such event (1) increases (or, if the
         event were applicable to Bank, would increase) the cost of making,
         funding or maintaining any fixed-rate loan or (2) reduces the amount of
         any payment to be made to Bank in respect of the principal or interest
         on any fixed-rate loan or other payment under this Agreement, then and,
         in each such case, Borrower shall, within fifteen (15) days of Bank's
         demand, pay Bank an amount equal to each such cost increase or reduced
         payment, as the case may be.

6C. INDEMNITY: FUNDING COSTS -- Borrower agrees to indemnify Bank against any
loss relating in any way to its funding of any fixed-rate loan paid before its
stated maturity (whether a prepayment or a payment following any acceleration of
maturity) and to pay Bank, as liquidated damages for any such loss, an amount
(discounted to the present value in accordance with standard financial practice
at a rate equal to the treasury yield) equal to interest computed on the
principal payment from the payment date to the respective stated maturities
thereof at a rate equal to the difference of the contract rate less the treasury
yield, all as determined by Bank in its reasonable discretion. TREASURY YIELD
means the annual yield on direct obligations of the United States having a
principal amount and maturity similar to that of the principal being paid.

6D. CREDIT REQUESTS -- Whenever Borrower shall revoke any credit request for a
fixed-rate loan, or shall for any other reason fail to borrow pursuant thereto
or otherwise comply therewith, or shall fail to honor any prepayment notice,
then, in each case on Bank's demand, Borrower shall pay Bank such amount as will
compensate it for any loss, cost or expense incurred by it by reason of its
liquidation or reemployment of deposits or other funds.

6E. INDEMNITY: UNFRIENDLY TAKEOVERS -- Borrower agrees to indemnify Bank and
hold Bank harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind (including, without limitation, the reasonable
fees and disbursements of counsel in connection with any investigative,
administrative or judicial proceeding, whether or not Bank shall be designated a
party thereto) which may be incurred by Bank relating to or arising out of any
actual or proposed use of proceeds of the subject loans in connection with the
financing of an acquisition of any corporation or other business entity,
PROVIDED that Bank shall have no right to be indemnified hereunder for its own
gross negligence or willful misconduct as determined by a court of competent
jurisdiction.

6F. INDEMNITY: CAPITAL REQUIREMENTS -- If



                                      -20-
<PAGE>   26


         (a) at any time any governmental authority shall require National City
         Corporation or Bank, whether or not the requirement has the force of
         law, to maintain, as support for the subject commitment, capital in a
         specified minimum amount that either is not required or is greater than
         that required at the date of this Agreement, whether the requirement is
         implemented pursuant to the "risk-based capital guidelines" (published
         at 12 CFR 3 in respect of "national banking associations", 12 CFR 208
         in respect of "state member banks" and 12 CFR 225 in respect of "bank
         holding companies") or otherwise, and

         (b) as a result thereof the rate of return on capital of National City
         Corporation or Bank or both (taking into account their then policies as
         to capital adequacy and assuming full utilization of their capital)
         shall be directly or indirectly reduced by reason of any new or added
         capital thereby allocable to the subject commitment, then, and in each
         such case, Borrower shall, within fifteen (15) days of Bank's demand,
         pay Bank as an additional fee such amounts as will in Bank's reasonable
         opinion reimburse National City Corporation and Bank for any such
         reduced rate of return.

6G. INDEMNITY: COLLECTION COSTS -- If any event of default shall occur and shall
be continuing, Borrower will pay Bank such further amounts, to the extent
permitted by law, as shall cover Bank's costs and expenses (including, without
limitation, the reasonable fees, interdepartmental charges and disbursements of
its counsel) incurred in collecting the subject indebtedness or in otherwise
enforcing its rights and remedies in respect thereof.

6H. CERTIFICATE FOR INDEMNIFICATION -- Each demand by Bank: for payment pursuant
to section 6A, 613, 6C, 6D, 6E, 6F or 6G shall be accompanied by a certificate
setting forth the reason for the payment, the amount to be paid, and the
computations and assumptions in determining the amount, which certificate shall
be presumed to be correct in the absence of manifest error. In determining the
amount of any such payment, Bank may use reasonable averaging and attribution
methods.

7. PARTICIPATION -- Bank shall have the right at any time and from time to time
to sell to any person participations in all or part of the subject loans and the
related writings and this Agreement or any thereof. The provisions of sections
6A, 6B, 6C, 6D, 6E, 6F and 6G shall inure to the benefit of each purchaser of a
participation, provided that each such participant shall look solely to the
seller of its participation for those benefits and Borrower's liabilities, if
any, under any of sections 6A, 613, 6C, 6D, 6E, 6F and 6G shall not be increased
as a result of the sale of any such participation. In addition to, and not in
limitation of, the foregoing, each such participant shall have the right of
setoff in respect of its beneficial interest in amounts owing under the related
writings and this Agreement or any thereof to the same extent as if the
participant's beneficial interest were a legal interest.

8. INTERPRETATION -- This Agreement and the related writings shall be governed
by the following provisions:

         8.01 WAIVERS -- Bank may from time to time in its discretion grant
         Borrower waivers and consents in respect of this Agreement or any
         related writing or assent to amendments thereof, but no such waiver,
         consent or amendment shall be binding upon Bank unless specifically
         granted by Bank in writing, which writing shall be strictly



                                      -21-
<PAGE>   27


         construed. Without limiting the generality of the foregoing, Borrower
         agrees that no course of dealing in respect of, nor any omission or
         delay in the exercise of, any right, power or privilege by Bank shall
         operate as a waiver thereof, nor shall any single or partial exercise
         thereof preclude any further or other exercise thereof or of any other,
         as each such right, power or privilege may be exercised either
         independently or concurrently with others and as often and in such
         order as Bank may deem expedient.

         8.02 CUMULATIVE PROVISIONS -- Each right, power or privilege specified
         or referred to in this Agreement or any related writing is in addition
         to and not in limitation of any other rights, powers and privileges
         that Bank may otherwise have or acquire by operation of law, by other
         contract or otherwise.

         8.03 BINDING EFFECT -- The provisions of this Agreement and the related
         writings shall bind and benefit Borrower and Bank and their respective
         successors and assigns, including each subsequent holder, if any, of
         the subject notes or any thereof; PROVIDED, that no person or entity
         other than Borrower may obtain subject loans; and PROVIDED, further,
         that neither any holder of any subject note or assignee of any subject
         loan, whether in whole or in part, shall thereby become obligated
         thereafter to grant Borrower any subject loan.

         8.04 SURVIVAL OF PROVISIONS -- All representations and warranties made
         in or pursuant to this Agreement or any related writing shall survive
         the execution and delivery of this Agreement and the subject notes. The
         provisions of sections 6A, 613, 6C, 6D, 6E and 6F shall survive the
         payment of the subject indebtedness.

         8.05 IMMEDIATE U.S. FUNDS -- Any reference to money is a reference to
         lawful money of the United States of America which, if in the form of
         credits, shall be in immediately available funds.

         8.06 CAPTIONS -- The several captions to different sections and
         subsections of this Agreement are inserted for convenience only and
         shall be ignored in interpreting the provisions thereof.

         8.07 SUBSECTIONS -- Each reference to a section includes a reference to
         all subsections thereof (i.e., those having the same character or
         characters to the left of the decimal point) EXCEPT where the context
         clearly does not so permit.

         8.08 ILLEGALITY -- If any provision in this Agreement or any related
         writing shall for any reason be or become illegal, void or
         unenforceable, that illegality, voidness or unenforceability shall not
         affect any other provision.

         8.09 OHIO LAW -- This Agreement and the related writings and the
         respective rights and obligations of the parties hereto shall be
         construed in accordance with and governed by internal Ohio law.

         8.10 INTEREST/FEE COMPUTATIONS -- All interest and all fees for any
         given period shall accrue on the first day thereof but not on the last
         day thereof and in each case shall be computed on the basis of a
         360-day year and the actual number of days elapsed.



                                      -22-
<PAGE>   28


         In no event shall interest accrue at a higher rate than the maximum
         rate, if any, permitted by 1aw.

         8.11 NOTICE -- A notice to or request of Borrower shall be deemed to
         have been given or made under this Agreement or any related writing
         either upon the delivery of a writing to that effect (either in person
         or by transmission of a telecopy) to an officer of Borrower or five (5)
         days after a writing to that effect shall have been deposited in the
         United States mail and sent, with postage prepaid, by registered or
         certified mail, properly addressed to Borrower (Attention: chief
         financial officer). No other method of actually giving actual notice to
         or making a request of Borrower is hereby precluded. Every notice
         required to be given to Bank pursuant to this Agreement or any related
         writing shall be delivered (either in person or by transmission of a
         telecopy) to an account officer of Bank. A notice or request by mail is
         properly addressed to a party when addressed to it at the address set
         forth opposite its signature below or at such other address as that
         party may furnish to each of the others in writing for that purpose. A
         telecopy is transmitted to a party when transmitted to the telecopy
         number set forth opposite that party's signature below (or at such
         other telecopy number as that party may furnish to the other in writing
         for that purpose).

         8.12 ACCOUNTING TERMS -- Any accounting term used in this Agreement
         shall have the meaning ascribed thereto by GAAP subject, however, to
         such modification, if any, as may be provided by section 9 or elsewhere
         in this Agreement.

         8.13 ENTIRE AGREEMENT -- This Agreement and the related writings
         referred to in or otherwise contemplated by this Agreement set forth
         the entire agreement of the parties as to the transactions contemplated
         by this Agreement.

         8.14 WAIVER OF JURY TRIAL -- The parties acknowledge and agree that any
         controversy that may arise under this Agreement and the related
         writings would involve difficult and complex issues and therefore agree
         that any law suit growing out of or incidental to any such controversy
         will be tried in a court of competent jurisdiction by a judge sitting
         without a jury.

         8.15 LATE CHARGE; APPLICATION OF PAYMENTS -- If Borrower fails to pay
         any amount due hereunder, or any fee in connection herewith, in full
         within ten (10) days after its due date, Borrower will, in each case,
         incur and shall pay a late charge equal to the greater of twenty
         dollars ($20.00) or five percent (5%) of the unpaid amount. The payment
         of a late charge will not cure or constitute a waiver of any event of
         default under this Agreement. Except as otherwise agreed in writing,
         payments will be applied first to accrued but unpaid interest and fees,
         in that order, on an invoice by invoice basis in the order of their
         respective due dates, until paid in full, then to late charges and then
         to principal.

         8.16 CONFIDENTIALLY -- Bank agrees that if that it obtains, pursuant to
         subsection 3C.03, any information not otherwise in Bank's possession,
         Bank will not disclose the information so obtained; PROVIDED that
         nothing contained in this subsection 8.16 shall prohibit Bank from
         disclosing any such information (a) to persons employed by Bank, (b)



                                      -23-
<PAGE>   29


         to persons retained by Bank, including, without limitation,
         accountants, attorneys, auditors, and other advisors and consultants,
         provided that any such other advisor or consultant to whom disclosure
         is made pursuant to this clause (b) agrees to be bound by the
         provisions of this subsection 8.16, (c) to any actual or prospective
         participant or assignee of all or part of Bank's rights arising out of
         or in connection with the related writings and this Agreement or any
         thereof, provided that the person to whom disclosure is made pursuant
         to this clause (c) agrees to be bound by the provisions of this
         subsection 8.16, (d) upon the demand, order or request of any court or
         administrative agency or other regulatory authority, whether or not
         such demand, order or request has the force and effect of law, (e) to
         anyone. if it shall have been already publicly disclosed other than in
         contravention of this subsection 8.16, and (f) as may be required by
         subpoena or other legal process, or in connection with the exercise of
         an)- right or remedy under this Agreement or any related writing.

9. DEFINITIONS -- As used in this Agreement and in the related writings, EXCEPT
where the context clearly requires otherwise,

         ACCOUNT OFFICER means that officer who at the time in question is
         designated by Bank as the officer having primary responsibility for
         giving consideration to Borrower's requests for credit or, in that
         officer's absence, that officer's immediate superior or any other
         officer who reports directly to' that superior officer;

         ACCUMULATED FUNDING DEFICIENCY shall have the meaning ascribed thereto
         in section 302(a)(2) of ERISA;

         AGREEMENT means this Agreement and includes each amendment, if any, to
         this Agreement;

         BANK is defined in the first paragraph of this Agreement;

         BANKING DAY means (a) in the case of a LIBOR loan, a day on which banks
         in the London Interbank Market deal in United States dollar deposits
         and on which banking institutions are generally open for domestic and
         international business in Cleveland, Ohio and in New York City and (b)
         in any other case, any day other than a Saturday or a Sunday or a
         public holiday or other day on which banking institutions in Cleveland,
         Ohio, are generally closed and do not conduct a general banking
         business;

         BORROWER is defined in the first paragraph of this Agreement;

         COMPANY refers to Borrower or to a subsidiary of Borrower, as the case
         may be;

         CONTRACT PERIOD is defined in subsection 213.07;

         CREDIT REQUEST means a request made pursuant to subsection 213.02;

         CURRENT ASSETS means the net book value of all such assets (after
         deducting applicable reserves, if any, and without consideration to any
         reappraisal or write-up of assets) as determined in accordance with
         GAAP;



                                      -24-
<PAGE>   30



         CURRENT LIABILITIES means all such liabilities as determined in
         accordance with GAAP and includes (without limitation) all accrued
         taxes and all principal of any funded indebtedness maturing within
         twelve months of the date of determination;

         DEBT means, collectively, all liabilities of the party or parties in
         question to Bank, whether owing by one such party alone or with one or
         more others in a joint, several, or joint and several capacity, whether
         now owing or hereafter arising, whether owing absolutely or
         contingently, whether created by loan, overdraft, guaranty of payment
         or other contract or by quasi-contract or tort, statute or other
         operation of law or other, and whether participated to or from Bank in
         whole or in part; and in the case of Borrower includes, without
         limitation, the subject indebtedness;

         DEFAULT UNDER ERISA means (a) the occurrence or existence of a material
         accumulated funding deficiency in respect of any of the companies'
         respective pension plans, (b) any failure by the companies to make a
         full and timely payment of premiums required by ERISA for insurance
         against any employer's liability in respect of any such plan, (c) any
         material breach of a fiduciary duty by any company or trustee in
         respect of any such plan or (d) the existence of any action for the
         forceable termination of any such plan;

         DEFAULT UNDER THIS AGREEMENT means an event, condition or thing which
         constitutes (or which with the lapse of any applicable grace period or
         the giving of notice or both would constitute) an event of default
         referred to in section SA and which has not been appropriately waived
         in writing in accordance with this Agreement or corrected to Bank's
         full satisfaction;

         DISTRIBUTION means a payment made, liability incurred or other
         consideration (other than any stock dividend or stock split payable
         solely in capital stock of Borrower) given by any company for the
         purchase, acquisition, redemption or retirement of any capital stock of
         Borrower or as a dividend, return of capital or other distribution in
         respect of Borrower's capital stock; and DISTRIBUTE means to make a
         distribution;

         ENVIRONMENTAL LAW means the comprehensive Environmental Response,
         compensation, and Liability Act (42 USC 9601 et seq.), the Hazardous
         Material Transportation Act (49 USC 1801 et seq.), the Resource
         Conservation and Recovery Act (42 USC 6901 et seq.), the Federal Water
         Pollution Control Act (33 USC 1251 et seq.), the Toxic Substances
         Control Act (15 USC 2601 et seq.) and the Occupational Safety and
         Health Act (29 USC 651 et seq.), as such laws have been or hereafter
         may be amended, and any and all analogous future federal, or present or
         future state or local, statutes and the regulations promulgated
         pursuant thereto;

         ERISA means the Employee Retirement Income Security Act of 1974 (P.L.
         93-406) as amended from time to time and in the event of any amendment
         affecting any section thereof referred to in this Agreement, that
         reference shall be a reference to that section as amended,
         supplemented, replaced or otherwise modified;

         ERISA REGULATOR means any governmental agency (such as the Department
         of Labor, the Internal Revenue Service and the Pension Benefit Guaranty
         Corporation) having any


                                      -25-
<PAGE>   31


         regulatory authority over any of the companies' pension plans; EVENT OF
         DEFAULT is defined in section 5A;

         EXPIRATION DATE means the date referred to as such in subsection 2A.02,
         EXCEPT that in the event of any extension pursuant to subsection 2A.05,
         EXPIRATION DATE shall mean the latest date to which the subject
         commitment shall have been so extended;

         FEDERAL FUNDS RATE means a fluctuating interest rate per annum, as in
         effect at the time in question, that is the rate determined by Bank to
         be the opening federal funds rate per annum paid or payable by it on
         the day in question in its regional federal funds market for overnight
         borrowings from other banking institutions; FIXED-RATE LOAN means a
         subject loan that is not a RR loan;

         FUNDED INDEBTEDNESS means indebtedness of the person or entity in
         question which matures or which (including each renewal or extension,
         if any, in whole or in part) remains unpaid for more than twelve months
         after the date originally incurred and includes, without limitation (a)
         any indebtedness (regardless of its maturity) if it is renewable or
         refundable in whole or in part solely at the option of that person or
         entity (in the absence of default) to a date more than one year after
         the date of determination, (b) any capitalized lease, (c) any guaranty
         of funded indebtedness owing by another person or entity and (d) any
         funded indebtedness secured by a security interest, mortgage or other
         lien encumbering any property owned or being acquired by the person or
         entity in question even if the full faith and credit of that person or
         entity is not pledged to the payment thereof; PROVIDED, that in the
         case of any indebtedness payable in installments or evidenced by serial
         notes or calling for sinking fund payments, those payments maturing
         within twelve months after the date of determination shall be
         considered current indebtedness rather than funded indebtedness for the
         purposes of subsection 313.03 but shall be considered funded
         indebtedness for all other purposes;

         GAAP means generally accepted accounting principles applied in a manner
         consistent with those used in Borrower's latest fiscal year-end
         financial statements referred to in subsection 4A.02;

         GUARANTOR means one who pledges his credit or property in any manner
         for the payment or other performance of the indebtedness, contract or
         other obligation of another and includes (without limitation) any
         guarantor (whether of collection or payment), any obligor in respect of
         a standby letter of credit or surety bond issued for the obligor's
         account, any surety, any co-maker, any endorser, and anyone who agrees
         conditionally or otherwise to make any loan, purchase or investment in
         order thereby to enable another to prevent or correct a default of any
         kind; and GUARANTY means the obligation of a guarantor;

         INSIDER, as applied to subordinated indebtedness, refers to
         subordinated indebtedness which at the time in question is owing to any
         person who is a director or officer of Borrower or who is the record
         and beneficial owner of ten percent (10%) or more of Borrower's capital
         stock or who is a member of the immediate family of any such director,
         officer or stockholder;



                                      -26-
<PAGE>   32


         INSOLVENCY ACTION means either (a) a pleading of any kind filed by the
         person, corporation or entity (an "insolvent") in question to seek
         relief from the insolvent's creditors, or filed by the insolvent's
         creditors or any thereof to seek relief of any kind against that
         insolvent, in any court or other tribunal pursuant to any law (whether
         federal, state or other) relating generally to the rights of creditors
         or the relief of debtors or both, or (b) any other action of any kind
         commenced by an insolvent or the insolvent's creditors or any thereof
         for the purpose of marshalling the insolvent's assets and liabilities
         for the benefit of the insolvent's creditors; and INSOLVENCY ACTION
         includes (without limitation) a petition commencing a case pursuant to
         any chapter of the federal bankruptcy code, any application for the
         appointment of a receiver, trustee, liquidator or custodian for the
         insolvent or any substantial part of the insolvent's assets, and any
         assignment by an insolvent for the general benefit of the insolvent's
         creditors;

         LIBO PRE-MARGIN RATE means the rate per annum (rounded upwards, if
         necessary, to the next higher 1/16 of 1%), as determined by Bank which
         equals the average rate per annum at which deposits in United States
         dollars are offered for deposits of the maturity and amount in
         question, at 11:00 A.M. London time (or as soon thereafter as
         practicable) two banking days prior to the first day of the contract
         period in question, to Bank by prime banking institutions in any
         Eurodollar market reasonably selected by Bank;

         LIBOR LOAN means a subject loan having a contract period described in
         clause (b) of subsection 2B.07 and bearing interest in accordance with
         clause (b) of subsection 2B.1 l;

         AIM LOAN means a subject loan having a contract period described in
         clause (a) of subsection 2B.07 and bearing interest in accordance with
         clause (a) of subsection 2B.11;

         MONEY MARKET RATE means the rate per as determined by Bank in its sole
         discretion, on the first day of the contract period in question, and
         then quoted by Bank to Borrower as the rate which, if elected by
         Borrower at the time of Bank's quotation, will be applicable during
         that contract period to an MM loan of the principal amount in question;

         MOST RECENT 4A.02 FINANCIAL STATEMENTS means Borrower's most recent
         financial statements that are referred to in subsection 4A.02;

         NET INCOME means net income as determined in accordance with GAAP,
         after taxes and after extraordinary items, but without giving effect to
         any gain resulting from any reappraisal or write-up of any asset;

         NET WORTH means the excess (as determined on a consolidated basis and
         in accordance with GAAP) of the net book value (after deducting all
         applicable valuation reserves and without consideration to any
         reappraisal or write-up of assets) of the tangible assets (i.e., all
         assets other than intangibles such as patents, costs of businesses over
         net assets acquired, good will and treasury stock) of the company or
         companies in question over their total liabilities;

         PENSION PLAN means a defined benefit plan (as defined in section 3(35)
         of ERISA) of the companies or any thereof and includes, without
         limitation, any such plan that is a multi-



                                      -27-
<PAGE>   33


         employer plan (as defined in section 3(37) of ERISA) applicable to any
         of the companies' employees;

         PRIME RATE means the fluctuating rate of interest which is publicly
         announced from time to time by Bank at its principal place of business
         as being its "prime rate" or "base rate" thereafter in effect, with
         each change in the prime rate automatically, immediately and without
         notice changing the fluctuating interest rate thereafter applicable
         hereunder, it being agreed that the prime rate is not necessarily the
         lowest rate of interest then available from Bank on fluctuating rate
         loans; PRIOR a means a short-term loan or a term loan;

         RECEIVABLE means a claim for money due or to become due, whether
         classified as an account, instrument, chattel paper, general
         intangible, incorporeal hereditament or otherwise, and any proceeds of
         the foregoing;

         REFERENCE RATE means, on any given date, either the prime rate in
         effect for that day or a rate equal to one percent (1%) per annum plus
         the federal funds rate in effect for that day, whichever rate shall be
         the higher for that day;

         RELATED WRITING means any note, mortgage, security agreement, other
         lien instrument, financial statement, audit report, notice, legal
         opinion, credit request, officer's certificate or other writing of any
         kind which is delivered to the Bank and which is relevant in any manner
         to this Agreement or any related writing and includes, without
         limitation, the subject notes and the other writings referred to in
         sections 3A and 4A;

         REPORTABLE EVENT has the meaning ascribed thereto by ERISA;

         RR LOAN means a subject loan maturing in the manner described in the
         first sentence of subsection 2B.08 and bearing interest in accordance
         with subsection 2B.10;\

         SHORT-TERM LOAN is defined in paragraph B of the introduction to this
         Agreement;

         SHORT-TERM NOTE is defined in paragraph B of the introduction to this
         Agreement;

         SUBJECT COMMITMENT means Bank's commitment to extend credit to Borrower
         pursuant to sections 2A and 2B of this Agreement and upon the terms,
         subject to the conditions of this Agreement and in accordance with the
         other provisions of this Agreement;

         SUBJECT INDEBTEDNESS means, collectively, the principal of and interest
         on the subject loans and all fees and other liabilities, if any,
         incurred by Borrower to Bank pursuant to this Agreement or any related
         writing;

         SUBJECT LOAN means a loan obtained by Borrower pursuant to this
         Agreement, or a prior loan that is deemed to be an RR loan pursuant to
         subsection 2B.16;

         SUBJECT NOTE means a note executed and delivered by Borrower and being
         in the form and substance of Exhibit B with the blanks appropriately
         filled;



                                      -28-
<PAGE>   34


         SUBORDINATED, as applied to any liability of Borrower, means a
         liability which at the time in question is subordinated (by written
         instrument in form and substance satisfactory to Bank in favor of the
         prior payment in full of Borrower's debt to Bank;

         SUBSIDIARY means a corporation or other business entity if shares
         constituting a majority of its outstanding capital stock (or other form
         of ownership) or constituting a majority of the voting power in any
         election of directors (or shares constituting both majorities) are (or
         upon the exercise of any outstanding warrants, options or other rights
         would be) owned directly or indirectly at the time in question by the
         corporation in question or another SUBSIDIARY of that corporation or
         any combination of the foregoing;

         SUPPLEMENTAL SCHEDULE means the schedule incorporated into this
         Agreement as Exhibit A;

         TERM LOAN is defined in paragraph A of the introduction to this
         Agreement;

         TERM NOTE is defined in paragraph A of the introduction to this
         Agreement;

         TOTAL LIABILITIES means the aggregate (without duplication) of all
         liabilities of the entity or entities in question and includes, without
         limitation. (a) any, indebtedness which is secured by any mortgage,
         security interest or other lien on any of their property even if the
         full faith and credit of none of them is pledged to the payment
         thereof, (b) any indebtedness for borrowed money or funded indebtedness
         of any kind if any such corporation or corporations is a guarantor
         thereof and (c) any subordinated indebtedness; PROVIDED, that there
         shall be excluded any liability under a reimbursement agreement
         relating to a letter of credit issued to finance the importation or
         exportation of goods;

         WHOLLY-OWNED, as applied to a subsidiary, means that all of the
         outstanding shares of stock and all of the outstanding warrants,
         options and other rights to purchase stock, other than directors'
         qualifying shares, are held of record and beneficially owned by
         Borrower;

         the foregoing definitions shall be applicable to the respective plurals
         of the foregoing defined terms.

         [The remainder of this page has been intentionally left blank.]



                                      -29-
<PAGE>   35


Address:                                   Preformed Line Products Company
   660 Beta Drive
   Mayfield Village, Ohio 44143
   telecopy: (216) 473-93193
                                           By: /s/ John J. Herda
                                              ---------------------------------
                                                John J. Herda, Vice President
                                                  and Chief Financial Officer

Address:                                   National City Bank
   1900 East Ninth Street
   Cleveland, Ohio 44114-3484
   Telecopy: (216) 575-9396
   Attn: Metro/Ohio Division               By: /s/ Terry A. Wolford
                                              ---------------------------------
                                                Terry A. Wolford, Vice President



                                      -30-
<PAGE>   36






                              SUPPLEMENTAL SCHEDULE

There is no item which Borrower must disclose in this supplemental schedule in
order to be in full compliance with subsections 3D.01, 3D.02, 3D.03 and 3D.04,
nor is there any addition or exception to the representations and warranties in
section 4B.






                                    EXHIBIT A


<PAGE>   37

                               EXTENSION AGREEMENT

This extension agreement made as of March 20, 1996 by and between Preformed Line
Products Company (BORROWER) and National City Batik (BANK):

The parties have executed and delivered a certain credit agreement dated
December 30, 1994 which provides for, among other things, a subject commitment
aggregating $15,000,000 and available to Borrower, upon certain terms and
conditions until December 31, 1997 (the EXPIRATION DATE now in effect) subject
to any earlier reduction or termination pursuant to the credit agreement

In consideration of our mutual agreements and for other valuable considerations,
the parties agree that subsection 2A.02 of the credit agreement (captioned
"TERM") is hereby amended by deleting the date December 31, 1997 and by
substituting therefor the date "December 31, 1998", which tarter date shall be
the EXPIRATION DATE hereafter in effect.

1n all other respects the credit agreement shall remain in full effect.



                                       Preformed Line Products Company



                                       By  /s/ John J. Herda
                                          ------------------------------------
                                          Vice President - Finance


                                       National City Bank



                                       By  /s/ Terry A. Wolford
                                          ------------------------------------
                                          Vice President




                                    EXHIBIT C


<PAGE>   38

                               EXTENSION AGREEMENT

This extension agreement made as of April 30, 1998 by and between Preformed Line
Products Company (BORROWER) and National City Bank (BANK):

The parties have executed and delivered a certain credit agreement dated
December 30, 1994 and amended November 30, 1997 which provides for, among other
things, a subject aggregating $40,000,000 and available to Borrower, upon
certain terms and conditions until December 31, 2000 (the EXPIRATION DATE now in
effect) subject to any earlier reduction or termination pursuant to the credit
agreement.

In consideration of our mutual agreements and for other valuable considerations,
the parties agree that subsection 2A.02 of the credit agreement (captioned
"TERM") is hereby amended by deleting the date December 31 , 2000 and by
substituting therefor the date "December 31, 2001", which latter date shall be
the expiration date hereafter in effect.

In all other respects the credit agreement shall remain in full effect.



                                       Preformed Line Products Company



                                       By /s/ John J. Herda
                                          -----------------------------------
                                          John J. Herda
                                          Vice President - Finance



                                       National City Bank



                                       By /s/ Terry A. Wolford
                                          -----------------------------------
                                          Vice President






                                    EXHIBIT C

<PAGE>   39

                               EXTENSION AGREEMENT


This extension agreement made as of JUNE 9, 2000 by and between Preformed Line
Products Company (Borrower) and National City Bank (Bank):

The parties have executed and delivered a certain credit agreement dated
December 30, 1994 and amended November 30, 1997 which provides for, among other
things, a subject aggregating $40,000,000 and available to Borrower, upon
certain terms and conditions until DECEMBER 31, 2001 (the EXPIRATION DATE now in
effect) subject to any earlier reduction or termination pursuant to the credit
agreement.

In consideration of our mutual agreements and for other valuable considerations,
the parties agree that subsection 2A.02 of the credit agreement (captioned
"TERM") is hereby amended by deleting the date DECEMBER 31, 2001 and by
substituting therefor the date "DECEMBER 31, 2002", which latter date shall be
the EXPIRATION DATE hereafter in effect.

In all other respects the credit agreement shall remain in full effect.



                                       Preformed Line Products Company


                                       By /s/ Eric R. Graef
                                         ---------------------------------
                                         Eric R. Graef
                                         Vice President - Finance



                                       National City Bank


                                       By /s/ Terry A. Wolford
                                         ---------------------------------
                                         Vice President




                                    EXHIBIT C
<PAGE>   40



                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made and entered into as of
the 30th day of November, 1997, by and between PREFORMED LINE PRODUCTS COMPANY,
an Ohio corporation with its principal office and place of business in Mayfield
Village, Ohio (the "Borrower") and NATIONAL CITY BANK, a national banking
association with its principal office and place of business in Cleveland, Ohio
(the "Bank").

                                   WITNESSETH:

         WHEREAS, the Borrower and the Bank are parties to that certain Credit
Agreement dated December 30, 1994 (the "Credit Agreement");

         WHEREAS, the Borrower and the Bank mutually desire to amend the Credit
Agreement in order to increase the amount of the Subject Commitments from
Fifteen Million and No/ 100ths Dollars ($15,000,000.00) to Forty Million and
No/100ths Dollars ($40,000,000.00) in two (2) Tranches, extend the expiration
date and modify the commitment fee applicable to the Subject Commitments.

         NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:

         1. Section 2A. SUBJECT COMMITMENTS of the Credit Agreement is hereby
amended to read in its entirety as follows:

         2A. SUBJECT COMMITMENTS -- The basic terms of the Subject Commitments
and the compensation therefor are as follows:

                  2A.01 AMOUNT -- The aggregate amount of the Subject
                  Commitments is Forty Million Dollars ($40,000,000) consisting
                  of two (2) Tranches. The Tranche A Subject Commitment being in
                  the amount of Twenty Million Dollars ($20,000,000) and the
                  Tranche B Subject Commitment being in the amount of Twenty
                  Million Dollars ($20,000,000). The Tranche B Subject
                  Commitment shall only become effective when activated by
                  Borrower. Borrower may activate the Tranche B Subject
                  Commitment, if no default under this Agreement shall have
                  occurred and be continuing, by written notice to Bank given on
                  and after the effective date of this Amendment. The Subject
                  Commitments may be reduced from time to time pursuant to
                  subsection 2A.03 and the Subject Commitments may be terminated
                  pursuant to section 5B.

                  2A.02 TERM -- The Subject Commitment shall commence as of the
                  date of this Agreement and shall remain in effect on a
                  revolving basis until December 31, 1997 (the EXPIRATION DATE)
                  EXCEPT that a later Expiration Date may be established from
                  time to time pursuant to subsection 2A.05 and EXCEPT that the
                  Subject Commitment shall end in any event upon any earlier
                  reduction thereof to zero pursuant to subsection 2A.03 or any
                  earlier termination pursuant to section 5B.


<PAGE>   41


                  2A.03 OPTIONAL REDUCTIONS -- Borrower shall have the right, at
                  all times and without the payment of any penalty or premium,
                  to permanently reduce the amount of the Subject Commitment by
                  giving Bank one Banking Day's prior written notice of the
                  amount of each such reduction and the effective date thereof
                  subject, however, to the following:

                           (a) No such reduction shall reduce the subject
                           commitment to a lesser aggregate amount than the sum
                           of the aggregate unpaid principal balance of the
                           fixed-rate loans then outstanding plus the aggregate
                           unpaid principal balance of any fixed-rate loans to
                           be obtained pursuant to any unfulfilled credit
                           request under subsection 2B.02.

                           (b) Concurrently with each reduction Borrower shall
                           prepay such part, if any, of the principal of the
                           subject loans then outstanding as may be in excess of
                           the amount of the subject commitment as so reduced.
                           Subsection 213.13 and section 6C shall apply to each
                           such prepayment.

                  2A.04 COMMITMENT FEE -- Borrower agrees to pay Bank a
                  commitment fee

                           (a) based on the average daily difference between the
                           amount of the subject commitment from time to time in
                           effect and the aggregate unpaid principal balance of
                           the subject loans then outstanding,

                           (b) computed (on the basis of a 360-day year and the
                           actual number of days elapsed) at a rate of one-fifth
                           of one percent (1/5%) per annum so long as the
                           subject commitment remains in effect and

                           (c) payable in arrears on April 1, 1995 and on the
                           first day of each July 1, October 1, January 1, and
                           April 1 thereafter and at the end of the subject
                           commitment.

                  2A.05 EXTENSION OF SUBJECT COMMITMENT -- Whenever Borrower
                  furnishes its audited financial statements to Bank pursuant to
                  clause (b) of subsection 3A.01, commencing with Borrower's
                  audited financial statements for its fiscal year ending
                  December 31, 1995, Borrower may request that the subject
                  commitment be extended one year to the December 31 next
                  following the expiration date then in effect. Bank agrees to
                  give consideration to each such request; but in no event shall
                  Bank be committed to extend the subject commitment, nor shall
                  the subject commitment be so extended, unless and until both
                  Borrower and Bank shall have executed and delivered an
                  extension agreement substantially in the form of Exhibit C
                  with the blanks appropriately filled.

         2. Subsection 3B.04..PRETAX INTEREST COVERAGE of the Credit Agreement
is hereby amended to read in its entirety as follows:



                                      -2-
<PAGE>   42


                  3B.04 PRETAX INTEREST COVERAGE -- Borrower will not suffer or
                  permit the aggregate, determined as of the last day each
                  fiscal quarter (commencing with the present fiscal quarter),
                  of

                           (a) the net income of the companies for the previous
                           four (4) quarters plus

                           (b) the aggregate interest expense of the companies
                           for the previous four (4) quarters plus

                           (c) the aggregate federal, state and local income
                           taxes of the companies for the previous four (4)
                           quarters

                  to be less than an amount equal to three hundred percent
                  (300%) of the aggregate interest expense of the companies for
                  the previous four quarters, all as determined on a
                  consolidated basis.

         3. From and after the effective date of this First Amendment,
references in the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby.

         This First Amendment and the modifications set forth herein shall be
and become effective as of the date hereof.

         Except for the modifications set forth in this First Amendment, the
Credit Agreement referred to above, as amended, is ratified and affirmed and
shall be binding upon the parties, their successors and assigns.

         IN WITNESS WHEREOF, the parties hereto have cause this First Amendment
to Credit Agreement to be duly executed.

NATIONAL CITY BANK                           PREFORMED LINE PRODUCTS COMPANY

By:/s/ Terry A. Wolford                      By: /s/ John J. Herda
   --------------------------                    ----------------------------

Title: Vice President                        Title: Vice President - Finance
      -----------------------                       ----------------------------





                                      -3-
<PAGE>   43


                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT is made and entered into as
of the 6th day of July, 2000, by and between PREFORMED LINE PRODUCTS COMPANY, an
Ohio corporation with its principal office and place of business in Mayfield
Village, Ohio (the "Borrower") and NATIONAL CITY BANK, a national banking
association with its principal office and place of business in Cleveland, Ohio
(the "Bank").

                                   WITNESSETH:

         WHEREAS, the , as amended by a First Amendment to Credit Agreement
dated November 30, 1997, (the "Credit Agreement");

         WHEREAS, the Borrower and the Bank mutually desire to amend the Credit
Agreement in order to extend the expiration date and amend the Net Worth
financial covenant.

         NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:

         1. Section 2A.02 TERM of the Credit Agreement is hereby amended to read
in its entirety as follows:

                  2A.02 TERM -- The Subject Commitments shall commence as of the
                  date of this Agreement and shall remain in effect on a
                  revolving basis until December 31, 2002 (the EXPIRATION DATE)
                  EXCEPT that a later Expiration Date may be established from
                  time to time pursuant to subsection 2A.05 and EXCEPT that the
                  Subject Commitments shall end in any event upon any earlier
                  reduction thereof to zero pursuant to subsection 2A.03 or any
                  earlier termination pursuant to section 5B.

         2. Subsection 3B.01 NET WORTH of the Credit Agreement is hereby amended
to read in its entirety as follows:

                  3B.01 NET WORTH -- Borrower will not suffer or permit the
                  consolidated net worth (exclusive of the cumulative foreign
                  currency translation adjustment component thereof as reflected
                  in Borrower's financial statements) of the companies at any
                  time to be less than eighty-five million dollars
                  ($85,000,000).

         3. From and after the effective date of this Second Amendment,
references in the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby.

         This Second Amendment and the modifications set forth herein shall be
and become effective as of the date hereof.

         Except for the modifications set forth in this Second Amendment, the
Credit Agreement referred to above, as amended, is ratified and affirmed and
shall be binding upon the parties, their successors and assigns.



<PAGE>   44


         IN WITNESS WHEREOF, the parties hereto have cause this Second Amendment
to Credit Agreement to be duly executed.

NATIONAL CITY BANK                          PREFORMED LINE PRODUCTS COMPANY

By: /s/ Terry A. Wolford                    By:  /s/ Eric R. Graef
   -------------------------                    --------------------------------

Title: Vice President                       Title:  Vice President - Finance
      ----------------------                      ------------------------------


                                      -2-


<PAGE>   45

                            TRANCHE A PROMISSORY NOTE

$20,000,000                      Cleveland, Ohio               November 30, 1997


FOR VALUE RECEIVED, the undersigned, Preformed Line Products Company (BORROWER),
an Ohio corporation, promises to pay to the order of NATIONAL CITY BANK, at the
payee's main office in Cleveland, Ohio, the principal sum of

                             TWENTY MILLION DOLLARS

(or, if less, the aggregate unpaid principal balance from time to time shown on
the reverse side), together with interest computed thereon in accordance with
the credit agreement referred to below, which principal and interest is payable
in accordance with the provisions in the credit agreement.

This note is issued pursuant to a certain Agreement (the "credit agreement")
made as of December 30, 1994, as amended, by and between the payee and Borrower.
The credit agreement contains definitions applicable to this note, provisions
governing the making of loans, the acceleration of the maturity thereof, rights
of prepayment and other provisions applicable to this note. Each endorsement, if
any, on the reverse side of this note (or any allonge thereto) shall be prima
facie evidence of the data so endorsed.

Address:                                       Preformed Line Products Company
   660 Beta Drive
   Mayfield Village, Ohio  44143               By: /s/ John J. Herda
                                                  ------------------------------
                                                  John J. Herda, Vice President
                                                    and Chief Financial Officer




<PAGE>   46


                            TRANCHE A PROMISSORY NOTE



$20,000,000                      Cleveland, Ohio              November 30, 1997


FOR VALUE RECEIVED, the undersigned, Preformed Line Products Company (BORROWER),
an Ohio corporation, promises to pay to the order of NATIONAL CITY BANK, at the
payee's main office in Cleveland, Ohio, the principal sum of

                             TWENTY MILLION DOLLARS

(or, if less, the aggregate unpaid principal balance from time to time shown on
the reverse side), together with interest computed thereon in accordance with
the credit agreement referred to below, which principal and interest is payable
in accordance with the provisions in the credit agreement.

This note is issued pursuant to a certain Agreement (the "credit agreement")
made as of December 30, 1994, as amended, by and between the payee and Borrower.
The credit agreement contains definitions applicable to this note, provisions
governing the making of loans, the acceleration of the maturity thereof, rights
of prepayment and other provisions applicable to this note. Each endorsement, if
any, on the reverse side of this note (or any allonge thereto) shall be prima
facie evidence of the data so endorsed.

Address:                                     Preformed Line Products Company
   660 Beta Drive
   Mayfield Village, Ohio  44143             By: /s/ John J. Herda
                                                -------------------------------
                                                 John J. Herda, Vice President
                                                   and Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>14
<FILENAME>l87514aex21.txt
<DESCRIPTION>EXHIBIT 21
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 21


PREFORMED LINE PRODUCTS COMPANY

SUBSIDIARIES

Domestic Subsidiaries:

      Superior Modular Products Incorporated
      Asheville, North Carolina

      BBR Systems Ltd.
            See Scotland Below

Foreign Subsidiaries:

      Australia
            Preformed Line Products (Australia) Ltd.
            Sydney, Australia

            Rack Technologies Pty. Ltd.
            Sydney, Australia

      Brazil
            PLP-Produtos Para Linhas Preformados, Ltd.
            Sao Paulo, Brazil

      Canada
            Preformed Line Products (Canada) Ltd.
            Cambridge, Ontario, Canada

      China
            Beijing PLP Conductor Line Products Co., Ltd.
            Beijing, China

      Mexico
            Preformados de Mexico S.A. de C.V.
            Queretaro, Mexico

      Scotland
            BBR Systems Ltd.
            Glenrothes Fife, Scotland
                  Superior Modular Products Europe srl
                  Superior Modular Products Asia Pte Ltd.

      South Africa
            Preformed Line Products (South Africa) Pty. Ltd.
            Pietermaritzburg, Natal
            Republic of South Africa
<PAGE>   2
      Spain
            APRESA - PLP Spain, S. A.
            Sevilla,  Spain

      United Kingdom
            Preformed Line Products (Great Britain) Ltd.
            Andover, Hampshire, England

</TEXT>
</DOCUMENT>

</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
