Exhibit 10.12

                              KUHLMAN CORPORATION
                      1994 STOCK APPRECIATION RIGHTS PLAN

          (As Adopted November 17, 1994, Effective November 16, 1994,
                         and As Amended July 31, 1997)


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                        INDEX OF DEFINITIONS AND PHRASES

Defined Term                                                            Page
-------------                                                           ----

Affiliate                                                                3
Beneficial Owner                                                         3
Beneficial Ownership                                                     3
Change in Control                                                        4
Disability                                                               4
Effective Date                                                           1
Employee                                                                 2
Exchange Act                                                             1
Fair Market Value of a share of Kuhlman common stock                     2
Kuhlman                                                                  1
Person                                                                   4
Plan                                                                     1
SAR                                                                      2
Stock Appreciation Right                                                 2
Subsidiary                                                               1
Voting Stock                                                             4

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                              KUHLMAN CORPORATION
                      1994 STOCK APPRECIATION RIGHTS PLAN

          (As Adopted November 17, 1994, Effective November 16, 1994,
                         and As Amended July 31, 1997)


        1. EFFECTIVE DATE AND PURPOSE. Kuhlman Corporation, a Delaware
corporation ("KUHLMAN"), has established this KUHLMAN CORPORATION 1994 STOCK
APPRECIATION RIGHTS PLAN (the "PLAN"), effective as of November 16, 1994 (the
"Effective Date"), and amended July 31, 1997. The purpose of the Plan is to
promote the long-term financial performance and goals of Kuhlman and its
Subsidiaries by attracting, retaining, and motivating key employees of Kuhlman
and its Subsidiaries with incentive compensation opportunities. For purposes of
the Plan, the term "SUBSIDIARY" means any corporation in which Kuhlman owns
directly or indirectly, through an unbroken chain of subsidiary corporations,
stock possessing voting power sufficient to elect a majority of the directors of
that corporation.

        2. PLAN ADMINISTRATION AND GOVERNING LAW. The Plan shall be administered
by the Committee (as described below). In addition to those rights, duties, and
powers vested in the Committee by other provisions of the Plan, the Committee
shall have sole authority to:

        (a) interpret the provisions of the Plan;

        (b) adopt, amend and rescind rules and regulations for the
            administration of the Plan; and

        (c) make all other determinations deemed by it to be necessary or
            desirable for the administration of the Plan.

The Committee shall exercise its authority only by a majority vote of its
members at a meeting or by a writing signed by a majority of its members without
a meeting. The Committee may not exercise its authority under the Plan with
respect to any individual who is subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") at any time that it has
fewer than the minimum number of members required for "disinterested
administration" of the Plan with respect to that individual under then
applicable regulations issued under Section 16(a) or 16(b) of the Exchange Act.
At any

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date, the members of the Committee shall be the members of the Compensation
Committee of the Board of Directors of Kuhlman excluding any Director whose
current or prior eligibility for or who was granted any stock, stock options, or
stock appreciation rights under the Plan or any other plan of Kuhlman or a
Subsidiary,  if such eligibility or grant would cause that Director to fail to
be considered a "disinterested administrator" or "disinterested person" under
then applicable regulations issued under Section 16(a) or 16(b) of the Exchange
Act.

The Plan shall be governed by, and administered and construed in accordance
with, the internal laws and court decisions of the State of Delaware.

        3. GRANTS OF SARS. Stock Appreciation Rights may be granted under the
Plan to any key executive, managerial, supervisory, administrative, or
professional employee of Kuhlman or a Subsidiary, as determined by the Committee
(an "EMPLOYEE"). The Committee may, at any time, grant one or more Stock
Appreciation Rights to an Employee, whether or not the Employee has previously
received a grant under the Plan; provided, however, that no Employee may be
granted more than 50,000 SARs in any calendar year. For purposes of the Plan,
the term "STOCK APPRECIATION RIGHT" or "SAR" means a right to receive, subject
to conditions and limitations of the Plan, as soon as practical after exercise
of the right, cash in an amount equal to the excess, if any, of:

        (a) the Fair Market Value of a share of Kuhlman common stock on the date
            of exercise of the right; over

        (b) the Fair Market Value of a share of Kuhlman common stock on the date
            of grant of the right.

For purposes of the Plan, the phrase "FAIR MARKET VALUE OF A SHARE OF KUHLMAN
COMMON STOCK" means, at any date:

        (c) the closing price of Kuhlman common stock, as reported in the New
            York Stock Exchange Composite Transaction Table in THE WALL STREET
            JOURNAL for the trading date coincident with or next preceding the
            date for which the value is being determined rounded, if necessary,
            to the next full one cent; or

        (d) if such shares are not then listed on the New York Stock Exchange or
            not so reported (or determined by the Committee to be improperly
            reported), then as established by the Committee.

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        4. SARS AVAILABLE.  The total number of Stock Appreciation Rights that
may be granted under the Plan over its term may not exceed 1,500,000. If an SAR
granted under the Plan expires or is terminated without having been exercised,
then that SAR shall not thereafter be considered in determining whether the
limitation described in the next preceding sentence has been exceeded. In the
event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other similar change in the corporate structure or
capitalization of Kuhlman which affects the outstanding Kuhlman common stock,
appropriate adjustment, as reasonably determined in good faith by the Board of
Directors of Kuhlman (or its successor), shall be made with respect to the (a)
number of SARs which may thereafter be granted under the Plan; (b) the affected
provisions of the Plan; and (c) the SARs previously granted under the Plan.

        5. AUTOMATIC EXERCISE OF SARS. Each SAR granted under the Plan shall, if
not previously forfeited, be automatically exercised on the earliest to occur
of:

        (a) the fifth anniversary of the date of grant of the SAR;

        (b) the date of the grantee's death;

        (c) the date that the grantee's employment with Kuhlman and all
            Subsidiaries terminates by reason of the grantee's retirement on or
            after age 65 (without remaining as a member of the Board of
            Directors of Kuhlman or of any Subsidiary) or the grantee's
            Disability;

        (d) in the case of a grantee who remains as a member of the Board of
            Directors of Kuhlman or of any Subsidiary when the grantee's
            employment with Kuhlman and all Subsidiaries terminates, the first
            date that the grantee is no longer a member of the Board of
            Directors of Kuhlman or of any Subsidiary; or

        (e) a Change in Control.

If the grantee's employment with Kuhlman and all Subsidiaries terminates for any
reason other than retirement, as described in (c) above (without remaining as a
member of the Board of Directors of Kuhlman or of any Subsidiary), death, or
Disability, then any outstanding SAR granted to that grantee shall be forfeited
and shall not be exercisable under the Plan; provided, however, that the
Committee may, in its sole discretion, waive the forfeiture of the grantee's
outstanding SARs and treat the grantee's employment termination date as the date
of exercise of those SARs.

For purposes of the Plan, the term "AFFILIATE" means any Person who is, at the
Effective Date, controlling or controlled by, or under common control with,
Kuhlman.

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For purposes of the Plan, the terms "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP"
shall have the meaning ascribed to such terms in Rule 13d-3 of the General
Rules and Regulations under the Exchange Act.

For purposes of the Plan, a "CHANGE IN CONTROL" of Kuhlman shall have occurred
if, after the Effective Date: (a) any Person (within the meaning of Section
13(d) of the Exchange Act) other than Kuhlman or an Affiliate shall become the
Beneficial Owner, directly or indirectly, of twenty percent (20%) or more of the
outstanding Voting Stock (such Person's Beneficial Ownership to be determined,
in the case of rights to acquire Voting Stock, pursuant to paragraph (d) of Rule
13d-3 under the Exchange Act); or (b) the stockholders of Kuhlman shall
approve: (i) the dissolution of Kuhlman; or (ii) any sale, lease, exchange, or
other transfer of all or substantially all of the assets of Kuhlman to any
Person other than an Affiliate; or (iii) a merger or consolidation of Kuhlman
with or into any Person other than an Affiliate.

For purposes of the Plan, the term "DISABILITY" means a mental or physical
condition which, in the opinion of a licensed physician selected by the
Committee, renders a Participant incapable of performing the regular duties
assigned to him by Kuhlman and the Subsidiaries.

For purposes of the Plan, the term "PERSON" means any individual, corporation,
partnership, joint venture, association, joint-stock company, limited
partnership, limited liability company, trust, unincorporated organization,
government or agency or political subdivision of any government. When the
context of this Plan so indicates, such term also has the meaning assigned to it
in Section 13(d) of the Exchange Act.

For purposes of the Plan, the term "VOTING STOCK" means shares of capital stock
of Kuhlman the holders of which are entitled to vote for the election of
directors of Kuhlman, but excluding shares entitled to vote only upon the
occurrence of a contingency unless that contingency shall have occurred.

        6. FUNDING MEDIUM. All amounts payable under the Plan shall be paid
solely from the general assets of Kuhlman and the Subsidiaries. No Employee or
grantee shall have any right to payment under the Plan greater than that of a
general creditor of Kuhlman or a Subsidiary.

        7. NO SHAREHOLDER OR EMPLOYMENT RIGHTS. A grantee shall not have any
rights of a stockholder of Kuhlman by reason of the grant or exercise of an SAR.
The Plan does not constitute a contract of employment. Eligibility to receive,
or receipt of, an SAR under the Plan does not give any individual the right to
become or remain an employee of Kuhlman or a Subsidiary and does not limit in
any way the right of Kuhlman or a Subsidiary to change the duties or
responsibilities of any Employee.

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        8. NON-TRANSFERABILITY. An SAR granted under the Plan may not be
transferred except by will or the laws of descent and distribution; provided,
however, that the grantee may designate a beneficiary or beneficiaries to
receive payment on exercise on account of the grantee's death. A beneficiary
must be designated on a form furnished by or acceptable to the Committee and
shall be effective only if a properly executed form is filed with the Committee
while the grantee is alive. An effective beneficiary designation shall cancel
all beneficiary designations previously filed.

        9. WITHHOLDING TAXES ON EXERCISE. Kuhlman and each Subsidiary shall have
the right to deduct, from any payment on exercise of an SAR, the amount of any
tax that Kuhlman or the Subsidiary reasonably believes is required by law to be
so withheld.

        10. TERM, AMENDMENT, AND TERMINATION OF PLAN. No SAR shall be granted
under the Plan after November 16, 1999. SAR's granted prior thereto, however,
may extend beyond such date and the provisions of the Plan shall continue to
apply thereto. The Board of Directors of Kuhlman may amend or terminate the Plan
at any time; provided, however, that no amendment or termination of the Plan
shall affect, in any manner that is adverse to the grantee without the consent
of that grantee, the validity or terms of any SAR granted under the Plan before
the later of the effective date or adoption date of the amendment or
termination.

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