Edgar Filing: PARK OHIO HOLDINGS CORP

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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Check the appropriate box:

[ ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12

PARK-OHIO HOLDINGS CORP.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement)

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[ ] Fee paid previously with preliminary materials.

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previously. Identify the previous filing by registration statement number,
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PARK-OHIO HOLDINGS CORP.

23000 EUCLID AVENUE
EUCLID, OHIO 44117

NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2002 annual meeting of shareholders of
Park-Ohio Holdings Corp., an Ohio corporation (the "Company"), will be held at
The Manor, 24111 Tungsten Road, Euclid, Ohio, on Thursday, May 23, 2002, at
10:00 A.M., Cleveland Time, for the following purposes:

1. Election of Directors. To elect three directors, as set forth in the
accompanying proxy statement, to serve for a term expiring at the annual
meeting of shareholders in the year 2005;

2. Other Business. To act on such other matters as may be properly brought
before the annual meeting or any adjournments, postponements or
continuations thereof.

Only shareholders of record at the close of business on March 28, 2002 are
entitled to notice of and to vote at the meeting.

All shareholders are invited to attend the annual meeting. To ensure your
representation at the annual meeting, however, you are urged to mark, sign and
return the enclosed proxy in the accompanying envelope, regardless of whether
you expect to attend the annual meeting. No postage is required if mailed in the
United States. Your proxy will not be used if you attend the annual meeting and
vote in person.

By Order of the Board of Directors

RONALD J. COZEAN
Secretary and General Counsel

April 15, 2002

PARK-OHIO HOLDINGS CORP.

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2002

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the annual
meeting of shareholders of the Company to be held at The Manor, 24111 Tungsten
Road, Euclid, Ohio, on Thursday, May 23, 2002, at 10:00 A.M., Cleveland Time,
and any and all adjournments, postponements or continuations thereof. This proxy
statement and the accompanying Notice of 2002 Annual Meeting of Shareholders and
proxy are first being mailed to shareholders on or about April 15, 2002. A
shareholder giving a proxy may revoke it, without affecting any vote previously
taken, by a later appointment received by the Company or by giving notice to the
Company in writing or in open meeting. Attendance at the meeting will not in
itself revoke a proxy. Shares represented by properly executed proxies will be
voted at the meeting. If a shareholder has specified how the proxy is to be
voted with respect to a matter listed on the proxy it will be voted in
accordance with such specifications, and if no specification is made the
executed proxy will be voted "FOR" the election of the nominees for directors.
The Company's Articles of Incorporation do not provide for cumulative voting in
the election of directors.

The record date for the determination of shareholders entitled to notice of
and to vote at the 2002 annual meeting is March 28, 2002. As of March 28, 2002,
there were issued and outstanding 10,496,191 shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"). Each share has one vote.

So far as the Company is aware, no matters other than those described in
this proxy statement will be presented to the meeting for action on the part of
the shareholders. If any other matters are properly brought before the meeting,
of which we did not have notice of on or prior to March 9, 2002 or that
applicable law otherwise permits proxies to vote on a discretionary basis, it is
the intention of the persons named in the accompanying proxy to vote the shares
to which the proxy relates thereon in accordance with their best judgment.
Abstentions and broker non-votes will be counted as present at the meeting for
purposes of determining a quorum, but will not be counted as voting, except as
otherwise required by law and indicated herein.

The cost of soliciting proxies, including the charges and expenses incurred
by persons holding shares in their name as nominee for the forwarding of proxy
materials to the beneficial owners of such shares, will be borne by the Company.
Proxies may be solicited by officers and employees of the Company, by letter, by
telephone or in person. Such individuals will not be additionally compensated
but may be reimbursed by the Company for reasonable out-of-pocket expenses
incurred in connection therewith. In addition, the Company has retained Morrow &
Co., Inc., a professional proxy soliciting firm, to assist in the solicitation
of proxies and will pay such firm a fee, estimated to be $4,000, plus
reimbursement of out-of-pocket expenses.

ELECTION OF DIRECTORS

GENERAL

The authorized number of directors of the Company is presently fixed at
nine, divided into three classes of three members, respectively. The directors
of each class are elected for three-year terms so that the term of office of one
class of directors expires at each annual meeting. Proxies may only be voted for
the nominees identified in the section entitled "Nominees for Election."

The class of directors to be elected in 2002, who will hold their positions
for a term of three years and until the election of their successors, has been
fixed at three. Unless otherwise directed, proxies in the accompanying form will
be voted in favor of electing to that class: Edward F. Crawford, Kevin R. Greene
and Ronna Romney. Messrs. E. Crawford and Greene have previously been elected as
directors by you and Ms. Romney was elected by the directors to fill a vacancy.
Mr. E. Crawford had been elected in 2001 for a term expiring in 2004. At the
request of the Board he has agreed to stand for reelection this year to a three
year term expiring in 2005. The persons named in the accompanying proxy will
vote the proxies received by them (unless authority to vote is withheld) for the
election of Edward F. Crawford, Kevin R. Greene and Ronna Romney. If any nominee
is not available at the time of election, the proxy holders may vote in their
discretion for a substitute or such vacancy may be filled later by the Board.
The Company has no reason to believe any nominee will be unavailable.

Mr. McGinty, who is not a nominee for election at this Annual Meeting, has
tendered his resignation as a director of the Company effective as of the Annual
Meeting. As a result of Mr. E. Crawford moving to the class of directors to be
elected in 2002, two vacancies will exist in the class of directors whose term
expires in 2004, since suitable candidates have not been identified to fill
those vacancies. However, a search continues for qualified directors.

RECOMMENDATION AND VOTE REQUIRED

The affirmative vote of a plurality of the shares of Common Stock
represented at the meeting is required to elect Edward F. Crawford, Kevin R.
Greene and Ronna Romney as directors of the Company to serve until the annual
meeting of shareholders in the year 2005.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EDWARD F.
CRAWFORD, KEVIN R. GREENE AND RONNA ROMNEY AS DIRECTORS.

BIOGRAPHICAL INFORMATION

Information is set forth below regarding the nominees for election and the
directors who will continue in office as directors of the Company after the
meeting, including their ages, principal occupations during the past five years
and other directorships presently held. Also set forth is the date each was
first elected as a director of the Company or a corporation that has been merged
into the Company.

NOMINEES FOR ELECTION
----------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------

Edward F. Crawford*(1) 62 Director, Chairman and Chief Executive Officer of the
Company since 1992; President of the Company since 1997;
Chairman, Crawford Group, Inc. (manufacturing businesses)
since 1964; Director of Continental Global Group, Inc.

Kevin R. Greene+ 43 Director of the Company since 1998; Chairman and Chief
Executive Officer of BPC Group, Inc.. (international
investment banking firm) since 1992; Chairman and CEO of
Capital Resource Holdings L.L.C. (pension consultant) since
1999; formerly a management consultant with McKinsey &
Company
Ronna Romney 58 Director of the Company since 2001; former political and
news commentator for radio; author; U.S. Senate Candidate
for Michigan 1996; former Chairperson for President's
Commissions on White House Fellowships and Presidential
Scholars; former Commissioner on President's National
Advisory Council on Adult Education; Director of Molina
Healthcare, Inc. and Molina Healthcare of Michigan, Inc.

DIRECTOR WITH TERM EXPIRING IN 2002
----------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------

Thomas E. McGinty*+ 72 Director of the Company since 1986; President, Belvoir
Consultants, Inc. (management consultants) since 1983

DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2003
----------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------

Matthew V. Crawford 32 Director of the Company since 1997; Senior Vice President of
the Company since 2001; Assistant Secretary and Corporate
Counsel of the Company February, 1995 to 2001; President of
Crawford Group, Inc. since 1995; Mr. E. Crawford is the
father of Mr. M. Crawford
Lewis E. Hatch, Jr.+# 75 Director of the Company since 1992; Business Consultant;
former Chairman ImageMax, Inc.; former Chairman and Chief
Operating Officer, Rusch International (international
medical device company)
Lawrence O. Selhorst# 69 Director of the Company since 1995; Chairman of the Board
and Chief Executive Officer of American Spring Wire Corp.
(spring wire manufacturer) since 1968; former Chairman of
the Board of RB&W Corporation from September, 1992 to March,
1995

DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2004
----------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------

James W. Wert*# 55 Director of the Company since 1992; Vice Chairman since
2002; Managing Partner, Clanco Management Corporation
(family office -- tax and financial services) since May
2000; retired Senior Executive Vice President and Chief
Investment Officer, KeyCorp (financial services company)
from August, 1995 to July, 1996; Chief Financial Officer,
KeyCorp from 1994 to 1995. Director of Continental Global
Group, Inc., Marlin Financial Corp. and Paragon Holdings,
Inc.

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

* Member, Executive Committee
+ Member, Audit Committee
# Member, Compensation Committee
(1) Mr. E. Crawford had been elected in 2001 for a term expiring in 2004.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to
beneficial ownership of the Common Stock of the Company by: (i) each person (or
group of affiliated persons) known to the Company to be the beneficial owner of
more than five percent of the outstanding Common Stock; (ii) each director of
the Company; (iii) each Named Executive Officer individually; and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, the information is as of March 31, 2002 and the nature of beneficial
ownership consists of sole voting and investment power.

SHARES OF
COMMON STOCK SHARES ACQUIRABLE PERCENT
NAME OF BENEFICIAL OWNER CURRENTLY OWNED WITHIN 60 DAYS(1) OF CLASS
------------------------ --------------- -------------------- --------

Edward F. Crawford.................... 2,443,423(a)(b) 300,000 25.4%
Matthew V. Crawford................... 674,100(b)(c) 71,667 7.0%
Thomas E. McGinty..................... 111,850 32,200 1.4%
Felix J. Tarorick..................... 57,500(c) 51,334 1.0%
James W. Wert......................... 125,000 38,200 1.5%
Lawrence O. Selhorst.................. 0 32,200 *
Ronald J. Cozean...................... 5,000(c) 46,667 *
Patrick W. Fogarty.................... 5,000(c) 33,667 *
Lewis E. Hatch........................ 14,060 26,200 *
Kevin R. Greene....................... 10,000 26,200 *
Richard P. Elliott.................... 10,000(c) *
Ronna Romney.......................... 0 8,200 *
GAMCO Investors, Inc.................. 1,562,135(d) 14.9%
Dimensional Fund Advisors, Inc........ 854,317(e) 8.1%
Directors and executive officers as a
group (12 persons).................. 4,057,968(f) 36.3%

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

* Less than one percent.

(1) Reflects the number of shares that could be purchased by exercise of
options available at March 31, 2002 or within 60 days thereafter.

(a) The total includes 2,325,000 shares over which Mr. E. Crawford has sole
voting and investment power, 22,500 shares owned by L'Accent de Provence of
which Mr. E. Crawford is President and owner of 25% of its capital stock
and over which Mr. E. Crawford shares voting and investment power, 17,000
shares owned by EFC Properties, Inc. of which Mr. E. Crawford is the
President and has sole voting and investment power, 9,500 shares owned by
Mr. E. Crawford's wife as to which Mr. E. Crawford disclaims beneficial
ownership, and 300,000 shares subject to stock options currently
exercisable. The total includes 4,923 shares held under the Individual
Account Retirement Plan of Park-Ohio Industries, Inc. and Its Subsidiaries
as of December 31, 2001. The address of Mr. E. Crawford is the business
address of the Company.

(b) Messrs. E. Crawford and M. Crawford have shared voting power and investment
power with respect to 46,000 shares held by a charitable foundation. The
46,000 shares are included in the beneficial ownership

amounts reported for both Mr. E. Crawford and Mr. M. Crawford. Messrs. E.
Crawford and M. Crawford have shared voting power and investment power with
respect to 11,700 shares owned by Crawford Container Company. The 11,700
shares are included in the beneficial ownership amounts reported for both
Mr. E. Crawford and Mr. M. Crawford. Messrs. E. Crawford and M. Crawford
have shared voting power and investment power with respect to 6,800 shares
owned by First Francis Company, Inc. The 6,800 shares are included in the
beneficial ownership amounts reported for both Mr. E. Crawford and Mr. M.
Crawford. The address of Mr. M. Crawford is the business address of the
Company.

(c) The totals for Messrs. M. Crawford, Tarorick, Elliott, Cozean and Fogarty
include 5,000, 5,000, 10,000, 5,000 and 5,000 shares, respectively, of the
Company's Restricted Common Stock which carries voting but not investment
power.

(d) Based on information set forth on Amendment No. 9 to Schedule 13D dated
August 31, 2000. Includes 1,322,581 shares held by GAMCO Investors, Inc.,
218,715 shares held by Gabelli Funds, LLC, 10,000 shares held by Gabelli
International Limited, 7,500 shares held by Gabelli Performance Partnership
L.P., and 3,339 shares held by Mr. Mario J. Gabelli, as of August 31, 2000.
Gabelli Group Capital Partners, Inc. is the ultimate parent holding company
for the above listed companies, and Mr. Mario J. Gabelli is the majority
owner of Gabelli Group Capital Partners, Inc. which has its principal
business office at One Corporate Center, Rye, New York 10580.

(e) Based on information set forth on Schedule 13G/A dated February 12, 2002,
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, furnishes investment advice to four investment companies and
serves as investment manager to certain other investment vehicles,
including commingled group trusts (the "Funds"). Dimensional reported
beneficial ownership of 854,317 shares as of December 31, 2001, all of
which shares were held by the Funds. Dimensional reported sole voting and
investment power with respect to all of such shares, but disclaimed
beneficial ownership of all such shares. The address for Dimensional is
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.

(f) Total also includes Shares Acquirable Within 60 Days.

CERTAIN MATTERS PERTAINING TO THE BOARD OF DIRECTORS

BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors has established an Executive Committee, an Audit
Committee, a Compensation Committee and an Outside Directors Committee. The
Board has no standing nominating committee. During 2001, the Board held six
meetings, the Audit Committee held five meetings, the Compensation Committee
held two meetings, the Outside Directors Committee held one meeting, and the
Executive Committee held no meetings. During 2001, each of the directors
attended at least 75% of the meetings of the Board and of any committee on which
he served.

Except as otherwise provided in the Company Regulations, the Executive
Committee has all powers and rights necessary to exercise the full authority of
the Board of Directors in the management of the business and affairs of the
Company when necessary in between meetings of the Board of Directors. The
Executive Committee consists of Messrs. E. Crawford, McGinty and Wert, with Mr.
McGinty as its chairman.

The Audit Committee is primarily concerned with the effectiveness of the
Company's accounting policies and practices, financial reporting and internal
controls and operates under a written charter. The Audit Committee is authorized
to: (i) make recommendations to the Board of Directors regarding the engagement
of the Company's independent accountants; (ii) review the plan, scope and
results of the annual audit, the independent auditors' letter of comments and
management's response thereto, and the scope of any nonaudit services which may
be performed by the independent auditors; (iii) manage the Company's policies
and procedures with respect to internal accounting and financial controls; (iv)
assess the independence of the Company's independent auditors from management
and the Company; and (v) review any changes in accounting policy. The Audit
Committee consists of Messrs. Hatch, Greene and McGinty, with Mr. Hatch as its
chairman.

The Compensation Committee is authorized and directed to: (i) review and
approve the compensation and benefits of the executive officers; (ii) review and
approve the annual salary plans; (iii) review management organization and
development; (iv) review and advise management regarding the benefits, including
bonuses, and other terms and conditions of employment of other employees; and
(v) administer any stock option plans which may be adopted and the granting of
options under such plans. The Compensation Committee consists of Messrs. Hatch,
Selhorst and Wert, with Mr. Selhorst as its chairman.

The Outside Directors Committee is authorized to review corporate
governance matters, including nominations for the Board of Directors and any
potential conflict of interest that may arise involving certain, if any,
employee directors. The Outside Directors Committee consists of Messrs. Greene,
Hatch, McGinty, Selhorst, Wert, and Ms. Romney, with Mr. Wert as its chairman.

COMPENSATION OF THE BOARD OF DIRECTORS

The Company compensates non-employee directors for serving on the Board of
Directors and reimburses them for any expenses incurred in connection with Board
of Directors meetings. During 2001, all non-employee directors received
compensation in the form of grants of options for 8,200 shares of Common Stock
in accordance with the Company's Amended and Restated 1998 Long-Term Incentive
Plan approved by the shareholders of the Company at the 2001 Annual Meeting.

COMPANY AFFILIATIONS WITH THE BOARD OF DIRECTORS

The following affiliation exists between the Company and nominees or
directors:

Mr. K. Greene is an officer of BPC Group, Inc., an international investment
firm, which has been retained by the Company to provide strategic business
advisory services to the Company.

EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION

The following table sets forth the respective amounts of compensation paid
to the Chairman of the Board and Chief Executive Officer and the five other
highest paid executive officers of the Company (collectively, the "Named
Executive Officers") for each of the years indicated.

LONG-TERM
COMPENSATION
-------------------------
SECURITIES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
NAME AND --------------------------- SHARE OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($)(1) SARS(#)(2) COMPENSATION(3)
------------------ ---- --------- -------- ------------ ---------- ---------------

Edward F. Crawford 2001 450,000 0 300,000 61,995
Chairman of the Board, Chief 2000 491,666 460,700 0 0 57,970
Executive Officer and
President 1999 500,000 500,000 0 164
Felix J. Tarorick 2001 208,333 0 56,000 4,360
Vice President 2000 245,833 0 46,250 0 3,735
1999 180,000 70,000 14,000 3,164
Matthew V. Crawford(4) 2001 129,166 0 275,000 3,543
Senior Vice President 2000 122,916 0 46,250 0 3,493
1999 100,000 35,000 10,000 2,764
Richard P. Elliott 2001 275,000 0 5,000 3,709
Vice President and 2000 152,083 0 92,500 0 335
Chief Financial Officer
Ronald J. Cozean 2001 200,000 165,000 60,000 4,360
Secretary and General Counsel 2000 130,000 0 46,250 0 2,935
1999 130,000 0 10,000 2,764
Patrick W. Fogarty 2001 170,575 0 42,000 4,360
Director of Corporate 2000 140,000 0 46,250 0 3,735
Development 1999 120,000 40,000 10,000 3,164

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(1) The number of restricted share awards and the value of the restricted shares
at December 31, 2001 held by F. Tarorick, R. Elliott, R. Cozean, P. Fogarty
and M. Crawford is 5,000, $15,900; 10,000, $31,800; 5,000, $15,900; 5,000,
$15,900, and 5,000, $15,900 respectively.

(2) Reflects the number of shares of Common Stock of the Company covered by
stock options granted during the years shown. No stock appreciation rights
("SARs") were granted to the Named Executive Officers during the years
shown.

(3) For the year ended December 31, 2001, all other compensation includes
contributions made by the Company under the Company's Supplemental Defined
Contribution Plan as follows: Mr. Tarorick $3,400 and under the Company's
Individual Account Retirement Plan: Mr. E. Crawford $3,400; Mr. Elliott
$2,749; Mr. Cozean $3,400; Mr. M. Crawford $2,583 and Mr. Fogarty $3,400;
and insurance premiums paid by the Company to each of Messrs. Tarorick,
Elliott, Cozean, M. Crawford and Fogarty in the amount of $960; to Mr. E.
Crawford in the amount of $58,595.

(4) Mr. M. Crawford was appointed Senior Vice President in 2001.

STOCK BASED COMPENSATION, INCLUDING OPTIONS

At the 2001 Annual Meeting, the shareholders approved the Park-Ohio
Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (the "1998
Plan") that permits the granting of stock options (either "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code or
nonstatutory stock options), stock appreciation rights, restricted shares,
performance shares or stock awards. The 1998 Plan is administered by the
Compensation Committee of the Board of Directors, which has authority to select
officers and key employees to be participants and to determine the type and
number of awards to be granted.

The number of shares currently available for grant under the 1998 Plan
shall not exceed 1,650,000, subject to adjustment under certain circumstances
when the number of outstanding shares changes. The option price for stock
options granted under the 1998 Plan is fixed by the Compensation Committee, but
in no event will it be less than the fair market value of the Company's Common
Stock on the date of grant. The 1998 Plan continues in effect until terminated
by the Board of Directors.

The following tables set forth information regarding stock option
transaction with respect to the named executive officers during 2001.

TEN-YEAR OPTION/SAR REPRICINGS

LENGTH OF
ORIGINAL
SECURITIES MARKET PRICE EXERCISE OPTION TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING AT
OPTIONS/ TIME OF TIME OF DATE OF
SAR REPRICING OR REPRICING OR NEW REPRICING OR
REPRICED OR AMENDMENT AMENDMENT EXERCISE AMENDMENT
NAME DATE AMENDED(#) ($) ($) PRICE($) (IN YEARS)
---- -------- ----------- ------------ ------------ -------- ------------

Ronald J. Cozean 11/30/01 20,000 1.91 13.125 1.91 2.6
Secretary and 11/30/01 10,000 1.91 10.625 1.91 3.4
General Counsel 11/30/01 7,000 1.91 13.625 1.91 4.3
11/30/01 3,000 1.91 18.250 1.91 6.5
11/30/01 10,000 1.91 9.750 1.91 7.9
Edward F. Crawford 11/30/01 300,000 1.91 13.625 1.91 4.3
Chairman of the Board,
Chief Executive Officer
and President
Matthew V. Crawford 11/30/01 5,000 1.91 10.625 1.91 3.4
Senior Vice President 11/30/01 5,000 1.91 13.625 1.91 4.3
11/30/01 55,000 1.91 18.250 1.91 6.5
11/30/01 10,000 1.91 9.750 1.91 7.9

Patrick W. Fogarty 11/30/01 20,000 1.91 14.250 1.91 3.7
Director of 11/30/01 4,000 1.91 13.625 1.91 4.3
Corporate Development 11/30/01 3,000 1.91 18.250 1.91 6.5
11/30/01 10,000 1.91 9.750 1.91 7.9
Felix J. Tarorick 11/30/01 15,000 1.91 9.125 1.91 1.7
Vice President 11/30/01 5,000 1.91 13.500 1.91 2.8
11/30/01 10,000 1.91 10.625 1.91 3.4
11/30/01 10,000 1.91 13.625 1.91 4.3
11/30/01 2,000 1.91 18.25 1.91 6.5
11/30/01 14,000 1.91 9.75 1.91 7.9

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

Note: Mr. R. Elliott had no options subject to repricing. See Option/SAR Grants
in 2001 for listing of repriced and newly-issued options.

OPTION/SAR GRANTS IN 2001

INDIVIDUAL GRANTS
--------------------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE AT
UNDERLYING SARS ASSUMED ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO PRICE APPRECIATION FOR OPTION
SARS EMPLOYEES EXERCISE TERM(3)
GRANTED (#) IN FISCAL OR BASE EXPIRATION -------------------------------
NAME (1) YEAR PRICE ($/SH)(2) DATE 0%($) 5%($) 10%($)
---- ----------- ---------- ---------------- ---------- ------- --------- ---------

Ronald J. Cozean 60,000 4.9% 1.91 11/30/2011 0 72,083 182,672
Edward F. Crawford 300,000 24.5% 1.91 11/30/2011 0 360,417 913,362
Matthew V. Crawford 275,000 22.5% 1.91 11/30/2011 0 330,382 837,248
Richard P. Elliott 5,000 .4% 1.91 11/30/2011 0 6,006 15,222
Patrick W. Fogarty 42,000 3.4% 1.91 11/30/2011 0 50,458 127,870
Felix J. Tarorick 56,000 4.6% 1.91 11/30/2011 0 67,277 170,494

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

(1) Option grants include canceled and repriced options as well as newly-issued
options. The repriced options became exercisable and vest on the same
schedule as the canceled options, meaning that the repriced options have
vested except for 3,333 shares for Messrs. Cozean, M. Crawford and Fogarty
and 4,666 shares for Mr. Tarorick. The newly-issued options become
exercisable to the extent of 33 1/3% of the subject shares after one year
from date of grant, 66 2/3% after two years from date of grant, and 100%
after three years from date of grant. Of the newly-issued options, Messrs.
Cozean, M. Crawford, Elliott and Fogarty received 10,000, 200,000, 5,000,
and 5,000 shares, respectively.

(2) Represents the NASDAQ closing price on the day prior to grant.

(3) The assumed rates of appreciation are not intended to represent either past
or future appreciation rates with respect to the Company's Common Stock. The
rates are prescribed in the applicable Commission rules for use by all
companies for the purpose of this table.

AGGREGATED OPTION/SAR EXERCISES IN 2001
AND DECEMBER 31, 2001 OPTION/SAR VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES $ DECEMBER 31, 2001 DECEMBER 31, 2001
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- ----------------- -----------------

Ronald J. Cozean None N/A 46,667/13,333 $ 59,267/16,932
Edward F. Crawford None N/A 300,000/0 $ 381,000/0
Matthew V. Crawford None N/A 71,667/203,333 $91,017/258,232
Richard P. Elliott None N/A 0/5,000 $ 0/6,350
Patrick W. Fogarty None N/A 33,667/8,333 $ 42,757/10,582
Felix J. Tarorick None N/A 51,334/4,666 $ 65,194/5,925

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

(1) The "Value of Unexercised In-the-Money Options/SARs at December 31, 2001"
was calculated by determining the difference between the fair market value
of the underlying Common Stock at December 31, 2001 (the Nasdaq closing
price of the Park-Ohio Common Stock on December 31, 2001 was $3.180) and the
exercise price of the option. An option is "In-the-Money" when the fair
market value of the underlying Park-Ohio Common Stock exceeds the exercise
price of the option.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The following report of the Compensation Committee and the performance
graphs included elsewhere in this proxy statement do not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this
Report or the performance graphs by reference therein.

The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for fiscal 2001.

WHAT IS THE COMPANY'S PHILOSOPHY OF EXECUTIVE OFFICER COMPENSATION?

The Company has structured its executive compensation program to support the
objectives and entrepreneurial culture of the Company. The Company's
compensation program for executives consists of three key elements:

- a base salary,

- a performance-based annual bonus, and

- periodic grants of stock based compensation (options, restricted
shares, etc.)

Under this approach, a substantial proportion of executive pay (bonus and stock
based compensation) is "at risk". The variable annual bonus is based, in
significant part, on Company performance. Stock based compensation relates a
significant portion of long-term remuneration directly to stock price
appreciation and aligns the interests of executives with the interests of the
Company's shareholders. We believe that this three-part approach best serves the
interests of the Company and its shareholders.

BASE SALARY. Base salaries for the Company's executive officers other than
the Chief Executive Officer, including any annual or other adjustments, are
based upon recommendations by the Chief Executive Officer, taking into account
such factors as competitive industry salaries, a subjective assessment of the
nature of the position and the contribution and experience of the officer and
the length of the officer's service.

ANNUAL BONUS. Awards of annual bonuses to executive officers, other than
the Chief Executive Officer, are based upon recommendations by the Chief
Executive Officer. In making his recommendations, the Chief Executive Officer
considers the performance of the Company in meeting financial targets and each
executive's individual efforts unrelated to Company financial performance. The
financial targets are based on one or more of the following business criteria:

- net income

- earnings before interest, taxes depreciation and amortization

- return on assets,

- earnings per share, or

- any combination of the above.

For fiscal 2001, the Chief Executive Officer determined that the 2001
financial targets for net income had not been achieved. Consequently, no annual
bonuses were paid based on Company performance. However, a special bonus was
paid to one executive, Ronald J. Cozean, for extraordinary services to the
Company related to the settlement of the fire insurance claim for the Cicero
rubber plant.

STOCK BASED COMPENSATION. During fiscal 2001, the Company initiated a
program (the "Option Offer Program") whereby the Company offered to acquire all
outstanding options and, in return, grant new stock options approximately six
months and a day after the outstanding options are cancelled. All outstanding
options were cancelled in May 2001 and new stock options were granted in
November 2001, with an exercise price based on the fair market value at the date
of grant. The Option Offer Program was initiated because the cancelled options
carried exercise prices significantly higher than the current market price of
the Company's common stock, effectively causing them to have little incentive
value for key officers and employees.

Award of stock based compensation to executive officers, other than the
Chief executive Officer, are based upon recommendations by the Chief Executive
Officer. For fiscal 2001, the Chief Executive Officer recommended to the
Compensation Committee the number of stock options to be granted based on his
subjective assessment of the contribution of the officer's service.

All decisions to grant stock options are in the sole discretion of the
Compensation Committee. While options typically vest over a three-year period,
options granted to certain executive officers may have shorter vesting periods.

HOW IS THE COMPANY'S CHIEF EXECUTIVE OFFICER COMPENSATED?

As Chief Executive Officer, Mr. Crawford receives an annual base salary of
$500,000. Mr. Crawford is eligible to receive an annual bonus and stock based
compensation. Annual bonuses for Mr. Crawford are generally based upon the
Company meeting performance targets. The Compensation Committee may award a
bonus to Mr. Crawford despite performance targets not being met when the
Compensation Committee, in its sole discretion, deems it appropriate. The 2001
performance target for net income was not met. Mr. Crawford received no bonus
for 2001. Mr. Crawford received no new awards of stock based compensation in
2001, but he did participate in the Option Offer Program, described above,
during 2001 for options awarded prior to 2001.

HOW IS THE COMPANY ADDRESSING INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY OF
COMPENSATION?

Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public corporations for compensation over $1,000,000 paid for any
fiscal year to the corporation's chief executive officer and four other most
highly compensated executive officers as of the end of any fiscal year. However,
the status exempts qualifying performance-based compensation from the deduction
limit if certain requirements are met.

The Compensation Committee believes that it is generally in the Company's
best interests to attempt to structure performance-based compensation, including
stock option grants and annual bonuses, to executive officers who may be subject
to Section 162(m) in a manner that satisfies the statute's requirements. However
the Committee also recognizes the need to retain flexibility to make
compensation decisions that may not meet Section 162(m) standards when necessary
to enable the Company to meet its overall objectives, even if the Company may
not deduct all of the compensation. Accordingly, the Board and the Compensation
Committee have expressly reserved the authority to award non-deductible
compensation in appropriate circumstances.

During 2001, the members of the Compensation Committee were:

Lewis E. Hatch, Jr.
Lawrence O. Selhorst, Chairman
James W. Wert

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this
Report by reference therein.

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Committee recommends the selection of the
independent auditors to the Board. The Committee is currently composed of three
independent directors, each of whom is independent as defined under the rules of
the NASDAQ Stock Market. The Committee operates under a written charter adopted
by the Board of Directors on May 4, 2000.

Management is responsible for the Company's internal controls and financial
reporting process. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with auditing standards generally accepted in the United States of
America and to issue a report thereon. The Committee's responsibility is to
monitor and oversee these processes.

In connection with these responsibilities, the Committee met with
management and Ernst & Young LLP to review and discuss the December 31, 2001
financial statements. The Committee reviewed with Ernst & Young LLP their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). In addition,
the Committee has discussed with Ernst & Young LLP its independence from
management and the Company, including the matters in the written disclosures
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committee) and considered the compatibility of nonaudit
services with the auditors' independence.

The Committee meets with the internal and independent auditors, with and
without management present, to discuss the overall scope and plans for their
respective audits, the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting.

IN RELIANCE ON THE REVIEWS AND DISCUSSIONS REFERRED TO ABOVE, THE COMMITTEE
RECOMMENDED TO THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS HAS APPROVED,
THAT THE AUDITED FINANCIAL STATEMENTS BE INCLUDED IN THE ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001. WE ALSO RECOMMENDED THE
SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2002
AND BASED ON THAT RECOMMENDATION, THE BOARD HAS SELECTED ERNST & YOUNG LLP AS
THE COMPANY'S INDEPENDENT AUDITORS FOR 2002.

THE AUDIT COMMITTEE
Lewis E. Hatch, Jr., Chairman
Kevin R. Greene
Thomas E. McGinty

PRINCIPAL ACCOUNTING FIRM FEES

AUDIT AND NON-AUDIT FEES

The following table presents fees for professional audit services rendered
by Ernst & Young LLP for the audit of the Company's annual financial statements
for 2001, and fees billed for other services rendered by Ernst & Young LLP for
fiscal 2001:

Audit fees.................................................. $414,000
========
Financial information systems design and implementation..... $ 0
========
All other fees:
Other audit-related fees (a).............................. $523,000
Non-audit-related fees (b)................................ 161,000
--------
Total all other fees........................................ $684,000
========

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

(a) Other audit-related services consist principally of audits of employee
benefit plans and other entities and work on the rubber plant fire insurance
claim.

(b) Non-audit-related services, principally consists of tax advisory services
and employee benefit services.

All non-audit services were reviewed with the Audit Committee, which
concluded that the provision of such services by Ernst & Young LLP was
compatible with the maintenance of that firm's independence in the conduct of
its auditing functions.

April 12, 2002

PERFORMANCE COMPARISONS

The graph and chart set forth below compare the cumulative total
shareholder return of the Company's Common Stock for the five years ended
December 31, 2001 to (a) the Total Return Index for the Nasdaq Stock Market
(U.S. Companies), and (b) the S&P SmallCap Performance 600. In all cases shown,
the chart assumes the investment of $100 on December 31, 1996 and the
reinvestment of all dividends.

The Company has chosen the S&P SmallCap Performance 600 Index as an index
of issuers with similar market capitalizations because the Company does not
believe it can reasonably identify a peer group or select an appropriate
published industry or line-of-business index. Such industry or line-of-business
indices are comprised primarily of either retailers or manufacturers whose
business is not substantially similar to the Company's businesses.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
PARK-OHIO, NASDAQ STOCK MARKET (U.S. COMPANIES) AND
S&P SMALL CAP PERFORMANCE 600 INDEX

[GRAPH]

1996 1997 1998 1999 2000 2001
--------------------------------------------------------------------------------------------

Park-Ohio Holdings Corp. 100.0 141.7 117.5 76.7 37.9 24.7
--------------------------------------------------------------------------------------------
Nasdaq Stock Market (US Companies)(1) 100.0 122.5 172.7 320.9 193.0 153.1
--------------------------------------------------------------------------------------------
S&P Small Cap Performance 600 100.0 126.6 121.9 136.0 150.9 159.6

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

(1) The index is issued by the University of Chicago Graduate School of
Business, Center for Research in Security Prices.

CERTAIN TRANSACTIONS

GAMCO, a wholly-owned subsidiary of the Company, leases space in three
buildings in Conneaut, Ohio: (i) a 91,500 square foot facility owned by a
company owned by Mr. M. Crawford, at a monthly rent of $27,000; (ii) an
additional 70,000 square foot attached facility owned by the same company, at a
monthly rate of $9,000; and (iii) a separate 50,000 square foot facility owned
by Mrs. E. Crawford, at a monthly rent of $3,000. In addition, GAMCO leases a
125,000 square foot facility in Huntington, Indiana owned by a company owned by
Mr. E. Crawford, at a monthly rate of $9,000.

Through March 31, 2001, Ajax leased a facility in Cleveland, Ohio at a
monthly rent of $20,833 from a corporation whose shareholder is Mr. M. Crawford.
Effective April 1, 2001, the Company entered into an agreement whereby the
Company became the owner of the Ajax property in exchange for a property owned
by the Company in Cleveland, Ohio. This real estate transaction was approved by
the Company's Outside Directors after receiving an opinion from an independent
real estate firm. The Company is currently negotiating to lease the Cleveland,
Ohio property. This transaction will be subject to the approval of the Company's
Outside Directors.

The Company believes that the foregoing transactions were all on terms at
least as favorable to the Company as if negotiated on an arms-length basis with
unrelated third parties.

APPOINTMENT OF INDEPENDENT AUDITORS

Upon recommendation of the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP independent public accountants, to audit and report
on the consolidated financial statements of the Company for the fiscal year
ending December 31, 2002 and to perform such other services as may be required
of them. In making its recommendation, the Audit Committee reviewed both the
audit scope and estimated fees of Ernst & Young for the audit of the 2001
financial statements.

Representatives of Ernst & Young will have an opportunity to make a
statement at the Annual Meeting, if they so desire, and will be available to
respond to appropriate shareholders' questions.

SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING

Any shareholder who intends to present a proposal at the 2003 annual
meeting must give notice, in compliance with Section 6 of the Company
Regulations, to the Secretary of the Company at 23000 Euclid Avenue, Cleveland,
Ohio 44117. The notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however that in the
event that less than seventy-five (75) days' notice or prior public disclosure
of the date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. To have the proposal included in the Company's proxy statement and form of
proxy for that meeting, the shareholder must, in addition to complying with the
applicable laws and regulations governing the submission of such proposals,
deliver the proposal in writing to the Secretary of the Company for
consideration not later than December 13, 2002.

ANNUAL REPORT

The integrated Annual Report and Form 10-K of the Company for the year
ended December 31, 2001 is being mailed to each shareholder of record with this
Proxy Statement. Additional copies may be obtained from the undersigned.
PARK-OHIO HOLDINGS CORP.

RONALD J. COZEAN
Secretary and General Counsel
April 15, 2002

DIRECTIONS TO THE MANOR
24111 TUNGSTEN ROAD
EUCLID, OHIO 44117

The Manor is in Heritage Business Park, on the North
Side of Euclid Avenue just East of the Park-Ohio
Headquarters, between Babbitt Road and East 222.

DETACH CARD
--------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS

[PARK-OHIO HOLDINGS CORP. LOGO]

James W. Wert and Lewis E. Hatch, Jr. or either of them, are
hereby authorized, with full power of substitution, to
represent and vote the Common Stock of the undersigned at the
annual meeting of shareholders of Park-Ohio Holdings Corp. to
be held at The Manor, 24111 Tungsten Road, Euclid, Ohio 44117
on May 23, 2002, and any and all adjournments, postponements or
continuations thereof.

IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, SHARES
REPRESENTED HEREBY WILL BE VOTED IN THE MANNER SPECIFIED BY THE
SHAREHOLDER. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED
FOR THE ELECTION OF THE PERSONS NOMINATED AS DIRECTORS PURSUANT
TO THE PROXY STATEMENT.

1. THE ELECTION OF DIRECTORS WITHHOLD AUTHORITY [ ]
P FOR all nominees listed below [ ] to vote for all nominees listed below
R (except as otherwise marked below)
O Edward F. Crawford, Kevin R. Greene and Ronna Romney
X (Instructions: to withhold authority to vote for any
Y individual nominee, strike a line through that nominee's
name.)

DETACH CARD
--------------------------------------------------------------------------------

(Continued from reverse side)

2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.

DATE: ______________, 2002

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

--------------------------
(Sign here)

NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

DIRECTIONS TO THE MANOR
24111 TUNGSTEN ROAD
EUCLID, OHIO 44117

The Manor is in Heritage Business Park, on the North
Side of Euclid Avenue just East of the Park-Ohio
Headquarters, between Babbitt Road and East 222.

DETACH CARD
--------------------------------------------------------------------------------
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
[PARK-OHIO HOLDINGS CORP. LOGO]
To Key Trust Company of Ohio, N.A., Trustee of the Individual
Account Retirement Plan of Park-Ohio Industries, Inc. and Its
Subsidiaries (the "Plan"): The undersigned, a participant in
the Plan, hereby directs the Trustee to vote in person or by
proxy (a) all common shares of Park-Ohio Holdings Corp.
credited to the undersigned's account under the Plan on the
record date ("allocated shares"); and (b) the proportionate
number of common shares of Park-Ohio Holdings Corp. allocated
to the accounts of other participants in the Plan, but for
which the Trustee does not receive valid voting instructions
("non-directed shares") and as to which the undersigned is
entitled to direct the voting in accordance with the Plan
provisions at the annual meeting of shareholders of Park-Ohio
Holdings Corp. to be held at The Manor, 24111 Tungsten Road,
Euclid, Ohio 44117, on May 23, 2002, and any and all
adjournments, postponements, or continuations thereof. Under
the Plan, shares allocated to the accounts of participants for
which the Trustee does not receive timely directions in the
form of a signed voting instruction card are voted by the
Trustee as directed by the participants who timely tender a
signed voting instruction card. By completing this Confidential
Voting Instruction Card and returning it to the Trustee, you
are authorizing the Trustee to vote allocated shares and a
proportionate amount of the non-directed shares held in the
Plan. The number of non-directed shares for which you may
instruct the Trustee to vote will depend on how many other
participants exercise their right to direct the voting of their
allocated shares. Any participant wishing to vote the
nondirected shares differently from the allocated shares may do
so by requesting a separate voting instruction card from the
Trustee at (216) 689-7653.

IF THIS CONFIDENTIAL VOTING INSTRUCTION CARD IS PROPERLY
EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED
IN THE MANNER SPECIFIED BY THE PARTICIPANT.

V 1. THE ELECTION OF DIRECTORS
O
T FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
I (except as otherwise marked below) to vote for all nominees listed below
N Edward F. Crawford, Kevin R. Greene and Ronna Romney
G (Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
I name.)
N
S
T
R
U
C
T
I
O
N
S

DETACH CARD
--------------------------------------------------------------------------------

(Continued from reverse side)

2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF.

DATE:_______________, 2002

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

--------------------------
(Sign here)

NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

DIRECTIONS TO THE MANOR
24111 TUNGSTEN ROAD
EUCLID, OHIO 44117

The Manor is in Heritage Business Park, on the North
Side of Euclid Avenue just East of the Park-Ohio
Headquarters, between Babbitt Road and East 222.

DETACH CARD
--------------------------------------------------------------------------------
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS

[PARK-OHIO HOLDINGS CORP. LOGO]
Elizabeth A. Boris and Ronald J. Cozean, or any of them,
Trustees of RB&W Corporation Employee Stock Ownership Plan (the
"Plan"), are hereby authorized, with full power of
substitution, to represent and vote the Common Stock of the
undersigned Plan Participant at the annual meeting of
shareholders of Park-Ohio Holdings Corp. to be held at The
Manor, 24111 Tungsten Road, Euclid, Ohio 44117 on May 23, 2002,
and any and all adjournments, postponements or continuations
thereof.
IF THIS CONFIDENTIAL VOTING INSTRUCTION CARD IS PROPERLY
EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED
IN THE MANNER SPECIFIED BY THE PLAN PARTICIPANT. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF
THE PERSONS NOMINATED AS DIRECTORS PURSUANT TO THE PROXY
STATEMENT.

V 1. THE ELECTION OF DIRECTORS
O FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
T (except as otherwise marked below) to vote for all nominees listed below
I Edward F. Crawford, Kevin R. Greene and Ronna Romney
N (Instructions: to withhold authority to vote for any
G individual nominee, strike a line through that nominee's
name.)
I
N
S
T
R
U
C
T
I
O
N
S

DETACH CARD
--------------------------------------------------------------------------------

(Continued from reverse side)

2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF.

DATE:_______________, 2002

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

--------------------------
(Sign here)

NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.