<PAGE>   1
                                                               EXHIBIT (10)-2  

                                       35
                                 

                                                            Elected Officer Form


                           CHANGE IN CONTROL AGREEMENT




           THIS AGREEMENT (this "Agreement") by and between TRINOVA Corporation,
an Ohio corporation (the "Company"), and _________________________________ (the
"Executive"), dated this _____ day of __________, 199__.


                                WITNESSETH THAT:

           WHEREAS, the Company recognizes that today's business environment
makes it difficult to attract and retain highly qualified executive and key
professional personnel unless a degree of security can be offered to those
individuals against organizational and personnel changes which frequently follow
a change in control of a corporation; and

           WHEREAS, even rumors of change-in-control transactions may cause key
employees to consider major career changes in an effort to assure financial
security for themselves and their families; and

           WHEREAS, the Company desires to assure fair treatment of its key
employees in the event of a change in control and to allow them to make critical
career decisions without undue time pressure and financial uncertainty,
increasing their willingness to remain with the Company notwithstanding the
outcome of a possible change-in-control transaction; and

           WHEREAS, the Company recognizes that many of its key management
employees will be involved in evaluating or negotiating any offers, proposals,
or other transactions which could result in a change in control of the Company
and, recognizing the fiduciary obligations of such officers, believes that it is
in the best interests of the Company and its shareholders to provide additional
assurance that such key employees are in a position, free from personal economic
and employment considerations, to be able as a practical matter to objectively
assess and aggressively pursue the interests of the Company's shareholders in
making these evaluations and carrying on such negotiations;

           NOW THEREFORE, the parties agree as follows:

1.         DEFINITIONS. When used herein, the following terms shall have the
           meanings set forth below:

           A.       "Average Total Compensation" shall mean the sum of the
                    amounts determined under clauses (i) and (ii) below.

                    (i)       The higher of the Executive's annual base salary
                              (without giving effect to any elected deferrals to
                              a plan under Section 401(k) of the Internal
                              Revenue Code of 1986, as amended (the "Code")) in
                              effect on (x) the day immediately prior to the day
                              on which the Change in Control occurred, or (y)
                              the Executive's Resignation Date or Termination
                              Date, as the case may be.

                    (ii)(a)   If the Executive has been employed by the Company
                              for the last three full consecutive calendar
                              years, the average of the two highest aggregate
                              short-term annual incentive awards received by the
                              Executive under the Incentive Compensation Plan
                              attributable to services performed by
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                              the Executive during any calendar year in the last
                              five full calendar years (without regard to when
                              such awards were paid or accrued); or

                    (ii)(b)   If the Executive has been employed by the Company
                              for at least one, but less than three full
                              consecutive calendar years, the average of the
                              aggregate short-term annual incentive awards
                              received by the Executive under the Incentive
                              compensation Plan attributable to services
                              performed by the Executive during each full
                              calendar year he has been employed by the Company
                              (without regard to when such awards were paid or
                              accrued); or

                    (ii)(c)   If the Executive has been employed by the Company
                              for less than one full calendar year, the greater
                              of (x) his guaranteed annual incentive
                              compensation or (y) the aggregate short-term
                              annual incentive awards to which the Executive
                              would have been entitled under the Incentive
                              Compensation Plan of which the Executive was a
                              participant on the Termination Date or Resignation
                              Date, as the case may be, if he had worked for one
                              full calendar year at the base salary determined
                              under clause (i) above.

           B.       A "Beneficial Owner" of Voting Stock is any Person who would
                    be deemed to beneficially own such Voting Stock within the
                    meaning of Rule 13d-3 promulgated under the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act"), or
                    any successor rules or regulations thereto.

           C.       "Benefit Period" shall mean a period of two years,
                    commencing with the Termination Date or Resignation Date,
                    except that if the Executive will reach age 65 within two
                    years after the Termination Date or Resignation Date, the
                    Benefit Period shall mean a period of years, including
                    fractional years, commencing with the Termination Date or
                    Resignation Date, and ending on the Executive's 65th
                    birthday.

           D.       "Cause" shall mean that, prior to any Termination or
                    Resignation, the Executive shall have committed:

                    (i)       an intentional act of fraud, embezzlement or theft
                              in connection with his duties or in the course of
                              his employment with the Company;

                    (ii)      intentional wrongful damage to property of the
                              Company; or

                    (iii)     intentional wrongful disclosure of secret
                              processes or confidential information of the
                              Company;

                    and any such act shall have been materially harmful to the
                    Company. For purposes of this Agreement, no act, or failure
                    to act, on the part of the Executive shall be deemed
                    "intentional" if it was due primarily to an error in
                    judgment or negligence, but shall be deemed "intentional"
                    only if done, or omitted to be done, by the Executive not in
                    good faith and without reasonable belief that his action or
                    omission was in the best interest of the Company.
                    Notwithstanding anything in this Agreement to the contrary,
                    the Executive shall not be deemed to have been terminated
                    for "Cause" hereunder unless and until there shall have been
                    delivered to the Executive a copy of a resolution duly
                    adopted by the affirmative vote of not less than
                    three-quarters of the Board of Directors of the Company (the
                    "Board") then in office at a meeting of the Board called and
                    held for such purpose (after reasonable notice to the
                    Executive and an

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                    opportunity for the Executive, together with his counsel,
                    to be heard before the Board), finding that, in the good
                    faith opinion of the Board, the Executive had committed an
                    act set forth above in this Paragraph 1.D and specifying
                    the particulars thereof in detail. Nothing herein shall
                    limit the right of the Executive or his beneficiaries to
                    contest the validity or propriety of any such
                    determination.

          E.        A "Change in Control" shall have occurred if any of the
                    following events shall occur:

                    (i)       The Company is merged, consolidated or reorganized
                              into or with another corporation or other legal
                              person, and as a result of such merger,
                              consolidation or reorganization less than a
                              majority of the combined voting power of the
                              then-outstanding securities of such corporation or
                              person immediately after such transaction are held
                              in the aggregate by the holders of Voting Stock
                              immediately prior to such transaction;

                    (ii)      If the Company sells all or substantially all of
                              its assets to any other corporation or other legal
                              person, less than a majority of the combined
                              voting power of the then-outstanding securities of
                              such corporation or person immediately after such
                              transaction are held in the aggregate by the
                              holders of Voting Stock immediately prior to such
                              sale;

                    (iii)     There is a report filed on Schedule 13D or
                              Schedule 14D-1 (or any successor schedule, form or
                              report), each as promulgated pursuant to the
                              Exchange Act, disclosing that any Person has
                              become the Beneficial Owner of 20% or more of the
                              Voting Stock;

                    (iv)      The Company files a report or proxy statement with
                              the Securities and Exchange Commission pursuant to
                              the Exchange Act disclosing in response to Form
                              8-K or Schedule 14A (or any successor schedule,
                              form or report or item therein) that a change in
                              control of the Company has or may have occurred or
                              will or may occur in the future pursuant to any
                              then-existing contract or transaction; or

                    (v)       If during any period of two consecutive years,
                              individuals who at the beginning of any such
                              period constitute the Directors of the Company
                              cease for any reason to constitute at least a
                              majority thereof, unless the election, or the
                              nomination for election by the Company's
                              shareholders, of each Director of the Company
                              first elected during such period was approved by a
                              vote of at least two-thirds of the Directors of
                              the Company then still in office who were
                              Directors of the Company at the beginning of any
                              such period.

                    Notwithstanding the foregoing provisions of Paragraph
                    1.E(iii) or 1.E(iv) hereof, a "Change in Control" shall not
                    be deemed to have occurred for purposes of this Agreement
                    solely because (i) the Company, (ii) an entity in which the
                    Company directly or indirectly beneficially owns 50% or more
                    of the voting securities, or (iii) any Company-sponsored
                    employee stock ownership plan or any other employee benefit
                    plan of the Company, either files or becomes obligated to
                    file a report or a proxy statement under or in response to
                    Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or
                    any successor schedule, form or report or item therein)
                    under the Exchange Act, disclosing beneficial ownership by
                    it of shares of Voting Stock, whether in

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                                       38



                    excess of 20% or otherwise, or because the Company reports
                    that a change in control of the Company has or may have
                    occurred or will or may occur in the future by reason of
                    such beneficial ownership.

           F.       "Incentive Compensation Plan" shall mean the plan approved
                    by shareholders of the Company on April 19, 1984 (or any
                    Operating Company Incentive Plan) and any amendments thereto
                    and restatements thereof, or any successor plan that may
                    become effective subsequent to the date of this Agreement
                    and prior to a Change in Control.

           G.       "Operating Company" shall mean any corporation of which the
                    Company owns directly or indirectly more than 50% of the
                    outstanding stock having by its terms ordinary voting power
                    to elect a majority of the board of directors of such
                    corporation, irrespective of whether at the time stock of
                    any other class or classes of such corporation shall have or
                    might have voting power by reason of the happening of any
                    contingency.

           H.       "Person" shall mean any "person," as the term "person" is
                    used and defined in Section 14(d)(2) of the Exchange Act,
                    and any "affiliate" or "associate" of any such person, as
                    the terms "affiliate" and "associate" are defined in Rule
                    12b-2 of the General Rules and Regulations under the
                    Exchange Act as in effect on the date of this Agreement.

           I.       "Resignation" shall mean resignation by the Executive of his
                    employment with the Company if any of the following has
                    occurred:

                    (i)       Failure to elect or reelect the Executive to the
                              office of the Company which the Executive held
                              immediately prior to the Change in Control, or the
                              removal of the Executive as a Director of the
                              Company (or any successor thereto), if the
                              Executive shall have been a Director of the
                              Company immediately prior to the Change in
                              Control;

                    (ii)      A significant adverse change in the nature or
                              scope of the authorities, powers, functions,
                              responsibilities or duties attached to the
                              position with the Company which the Executive held
                              immediately prior to the Change in Control, a
                              reduction in the aggregate Total Compensation
                              received by the Executive from the Company in any
                              calendar year following the Change in Control, or
                              the termination of the Executive's rights to any
                              employee benefits to which he was entitled
                              immediately prior to the Change in Control or a
                              reduction in scope or value thereof without the
                              prior written consent of the Executive, any of
                              which is not remedied within 10 calendar days
                              after receipt by the Company of written notice
                              from the Executive of such change, reduction or
                              termination, as the case may be;

                    (iii)     A determination by the Executive made in good
                              faith that as a result of the Change in Control
                              and a change in circumstances thereafter
                              significantly affecting his position, including
                              without limitation, a change in the scope of the
                              business or other activities for which he was
                              responsible immediately prior to the Change in
                              Control, he has been rendered substantially unable
                              to carry out, has been substantially hindered in
                              the performance of, or has suffered a substantial
                              reduction in, any of the authorities, powers,
                              functions, responsibilities or duties attached to
                              the position held by the Executive immediately
                              prior to the Change in

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                              Control, which situation is not remedied within 10
                              calendar days after written notice to the Company
                              from the Executive of such determination;

                    (iv)      The liquidation, dissolution, merger,
                              consolidation or reorganization of the Company or
                              transfer of all or a significant portion of its
                              business and/or assets, unless the successor or
                              successors (by liquidation, merger, consolidation,
                              reorganization or otherwise) to which all or a
                              significant portion of its business and/or assets
                              have been transferred (directly or by operation of
                              law) shall have assumed all duties and obligations
                              of the Company under this Agreement pursuant to
                              Paragraph 8 hereof;

                    (v)       The Company shall relocate its principal executive
                              offices, or require the Executive to have his
                              principal location of work changed to any location
                              which is in excess of 100 miles from the location
                              thereof immediately prior to the Change of Control
                              or to travel away from his office in the course of
                              discharging his responsibilities or duties
                              hereunder significantly more (in terms of either
                              consecutive days or aggregate days in any calendar
                              year) than was required of him prior to the Change
                              of Control without, in either case, his prior
                              written consent; or

                    (vi)      Without limiting the generality or effect of the
                              foregoing, any material breach of this Agreement
                              by the Company or any successor thereto.

          J.        "Resignation Date" shall be the last day worked by an
                    Executive who resigns his employment with the Company as
                    provided in Paragraph 1.I of this Agreement.

          K.        "Retirement Savings Plan" shall mean the TRINOVA Corporation
                    Retirement Savings and Profit Sharing Plan for Corporate
                    Employees as amended effective January 1, 1988 (or any
                    Operating Company defined contribution plan, including
                    profit sharing plans) and any amendments thereto and
                    restatements thereof, or any successor plan that may become
                    effective subsequent to the date of this agreement and prior
                    to a Change in Control.

          L.        "Termination" shall mean termination by the Company of the
                    Executive's employment for any reason other than the
                    following:

                    (i)       death;

                    (ii)      Total Disability, as defined in the Company's
                              long-term disability plan then in effect, and the
                              Executive begins actually to receive disability
                              benefits pursuant to such disability plan; or

                    (iii)     Cause.

                    The Executive may also deem himself to have been terminated
                    under this Paragraph 1.L if the aggregate cash compensation
                    (including base salary (without giving effect to any elected
                    deferrals to a plan under Section 401(k) of the Code) plus
                    awards under the Incentive Compensation Plan) received by
                    the Executive in any calendar year following a Change in
                    Control is an amount less than the aggregate cash
                    compensation (including base salary (without giving effect
                    to any elected deferrals to a plan under Section 401(k) of
                    the Code) plus awards under the Incentive Compensation Plan)
                    received by the Executive in the full calendar year
                    immediately preceding the Change in Control;

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                    provided however, if the Executive was not employed by the
                    Company during all of the full calendar year immediately
                    preceding the Change in Control, the amount referred to
                    above with respect to the full calendar year immediately
                    preceding the Change in Control shall be the sum of the
                    amounts determined pursuant to Paragraphs 1.A(i) and
                    1.A(ii)(c).

           M.       "Termination Date" shall be the last day worked by an
                    Executive whose employment with the Company is terminated by
                    the Company other than for the reasons set forth in
                    Subparagraphs 1.L(i), (ii) or (iii) of this Agreement.

           N.       "Voting Stock" means all outstanding securities of the
                    Company entitled to vote generally in the election of
                    directors of the Company at the time in question.

2.         PAYMENTS UPON TERMINATION OR RESIGNATION. Subject to Paragraph E
           hereof, in the event of Termination within four years after the
           Change in Control, or Resignation between six months and two years
           after the Change in Control, the Executive shall receive:

           A.       An amount equal to the Executive's Average Total
                    Compensation, multiplied by the length, in years, including
                    fractional years, of the Benefit Period. This payment shall
                    be made by the Company within thirty calendar days after the
                    Executive's Termination Date or Resignation Date, as the
                    case may be.

           B.       A contribution by the Company (or, if applicable, the
                    Company shall cause the appropriate Operating Company to
                    make a contribution) in an amount equal to 2 times 4.5% of
                    the Executive's Average Total Compensation to be made within
                    thirty calendar days after the Executive's Termination Date
                    or Resignation Date, as the case may be, to the Executive's
                    account in the applicable Retirement Savings Plan. These
                    benefits shall be payable at the time and in the manner set
                    forth in such Plan as in effect immediately prior to the
                    Change in Control.

           C.       During the Benefit Period, the benefits associated with
                    continued participation in the employee health, life
                    insurance, disability income and other welfare benefit plans
                    of the Company and/or any Operating Company in which he was
                    participating immediately prior to the Change in Control,
                    upon provisions substantially similar to or more favorable
                    to the Executive than those contained in the respective
                    plans as of the Termination Date or the Resignation Date,
                    provided , however, that if participation by the Executive
                    in any of such plans is not permitted, due to the
                    requirements for eligibility for participation contained
                    therein, the Company shall (or shall cause the applicable
                    Operating Company to) pay or provide for the payment of the
                    benefits described in those plans to the Executive and/or
                    his dependents, or, if applicable, to his beneficiaries or
                    estate as if he were employed by the Company during the
                    Benefit Period in the position held by him immediately prior
                    to the Change in Control.

           D.       Reimbursement for the cost of outplacement services rendered
                    to the Executive as part of efforts made by the Executive to
                    obtain employment following his Termination Date or
                    Resignation Date.

           E.       In the event the "present value" (as determined under
                    Section 280G of the Code or any successor provision thereto)
                    of the amounts payable under Paragraphs 2.A through 2.D
                    hereof, when added to the "present value" (as determined
                    under Section 280G of the Code or any successor provision
                    thereto) of any other "parachute payments" (as that term is
                    defined in Section 280G of the Code or any successor
                    provision thereto) from the Company,

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                                       41


                    exceeds an amount (the "299% Amount") equal to 299% of the
                    Executive's "base amount" (as that term is defined in
                    Section 280G of the Code (without regard to Section
                    280G(b)(2)(A)(ii) thereof) or any successor provision
                    thereto), then the amount of the payments otherwise payable
                    to the Executive pursuant to this Agreement shall be reduced
                    to the minimum extent necessary (but in no event to less
                    than zero) so that no such payment causes the 299% Amount to
                    be exceeded. The reduction, if any, contemplated by the
                    immediately preceding sentence shall be effected by reducing
                    to the extent necessary the benefits otherwise to be
                    provided by Paragraph 2.C hereof, and then, if necessary, by
                    reducing the benefits otherwise to be provided by Paragraph
                    2.B hereof, and then, if necessary, by reducing the benefits
                    provided by Paragraph 2.A hereof.

           F.       The determination of whether any amount otherwise payable
                    under Paragraphs 2.A through 2.D hereof causes the 299%
                    Amount to be exceeded shall be made, if requested by the
                    Executive or the Company, by Jones, Day, Reavis & Pogue or
                    such other counsel as may be selected for this purpose by
                    the Company's independent accounting firm and approved by
                    the Executive.

3.        NO MITIGATION OBLIGATION. The Company hereby acknowledges that it will
          be difficult, and may be impossible, for the Executive to find
          reasonably comparable employment following the Resignation Date or the
          Termination Date, and the parties desire to avoid possible disputes
          with respect to mitigation and offset matters. The Company also
          acknowledges that, particularly in light of Paragraph 2.E hereof, its
          Board of Directors has, following due consideration of the matter,
          determined that the benefits provided by Paragraph 2 hereof are
          reasonable. Accordingly, the parties hereto expressly agree that the
          payment of the amounts specified in Paragraph 2 hereof by the Company
          to the Executive in accordance with the terms of this Agreement will
          be liquidated damages, and that the Executive shall not be required to
          mitigate the amounts provided for in Paragraph 2 of this Agreement by
          seeking other employment or otherwise, nor shall any profits, income,
          earnings or other benefits from any source whatsoever create any
          mitigation, offset, reduction or any other obligation on the part of
          the Executive hereunder or otherwise, except that the welfare benefits
          provided by Paragraph 2.C hereof shall be reduced to the extent
          comparable welfare benefits are actually received by the Executive
          from another employer following the Executive's Resignation Date or
          Termination Date, as the case may be, until the expiration of the
          Benefit Period.

4.        ARBITRATION. Any controversy or claim arising out of or relating to
          this Agreement or the breach thereof, shall be settled by arbitration
          in the City of Toledo, Ohio, in accordance with the laws of the State
          of Ohio by three arbitrators, one of whom shall be appointed by the
          Company, one by the Executive and the third of whom shall be appointed
          by the first two arbitrators. If the first two arbitrators cannot
          agree on the appointment of a third arbitrator, then the third
          arbitrator shall be appointed by the Chief Judge of the United States
          District Court for the Northern District of Ohio. The arbitration
          shall be conducted in accordance with the rules of the American
          Arbitration Association, except with respect to the selection of
          arbitrators, which shall be as provided in this Paragraph 4. Judgment
          upon the award rendered by the arbitrators may be entered in any court
          having jurisdiction thereof. In the event that the Executive
          determines in good faith to retain legal counsel and/or incur other
          reasonable costs or expenses in connection with any such arbitration
          or to enforce any or all of the Executive's rights under this
          Agreement or under any arbitration award, the Company shall pay 50% of
          the first $10,000 of attorneys' fees, costs, and expenses incurred by
          the Executive in connection with the enforcement of his rights,
          including the enforcement of any arbitration award in court,
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                                       42



          regardless of the final outcome. The Company shall pay all such costs
          and expenses in excess of $10,000 incurred by the Executive.

5.        NOTICES. Any notices, requests, demands, and other communications,
          provided for in or pertinent to this Agreement shall be sufficient if
          delivered to the other party hereto by means of a written notice,
          mailed by United States registered or certified mail, return receipt
          requested, postage prepaid to either the Executive's last known
          address, or to the Company's principal executive offices, as the case
          may be.

6.        GOVERNING LAW. The provisions of this Agreement shall be construed and
          governed in accordance with the laws of the State of Ohio without
          giving effect to the principles of conflict of laws of such State.

7.        AMENDMENT. This Agreement may be amended or canceled by mutual
          agreement of the parties in writing without the consent of any other
          person and, so long as the Executive lives, no person, other than the
          parties hereto shall have any rights under or interest in this
          Agreement or the subject matter hereof.

8.        Successors and Binding Agreement.

          A.        The Company shall require any successor (whether direct or
                    indirect, by purchase, merger, consolidation, reorganization
                    or otherwise) to all or substantially all of the business
                    and/or assets of the Company, by agreement in form and
                    substance satisfactory to the Executive, expressly to assume
                    and agree to perform this Agreement in the same manner and
                    to the same extent the Company would be required to perform
                    if no such succession had taken place. This Agreement shall
                    be binding upon and inure to the benefit of the Company and
                    any successor to the Company, including without limitation
                    any persons acquiring directly or indirectly all or
                    substantially all of the business and/or assets of the
                    Company whether by purchase, merger, consolidation,
                    reorganization or otherwise (and such successor shall
                    thereafter be deemed the "Company" for the purposes of this
                    Agreement), but shall not otherwise be assignable,
                    transferable or delegable by the Company.

           B.       This Agreement shall inure to the benefit of and be
                    enforceable by the Executive's personal or legal
                    representatives, executors, administrators, successors,
                    heirs, distributees and/or legatees.

           C.       This Agreement is personal in nature and neither of the
                    parties hereto shall, without the consent of the other,
                    assign, transfer or delegate this Agreement or any rights or
                    obligations hereunder except as expressly provided in
                    Paragraph 8.A hereof. Without limiting the generality of the
                    foregoing, the Executive's right to receive payments
                    hereunder shall not be assignable, transferable or
                    delegable, whether by pledge, creation of a security
                    interest or otherwise, other than by a transfer by his will
                    or by the laws of descent and distribution and, in the event
                    of any attempted assignment or transfer contrary to this
                    Paragraph 8.C, the Company shall have no liability to pay
                    any amount so attempted to be assigned, transferred or
                    delegated.

9.        VALIDITY. If any provision of this Agreement or the application of any
          provision hereof to any person or circumstances is held invalid,
          unenforceable or otherwise illegal, the remainder of this Agreement
          and the application of such provision to any other person or
          circumstances shall not be affected, and the provision so held to be
          invalid, unenforceable or otherwise illegal shall be reformed to the
          extent (and only to the extent) necessary to make it enforceable,
          valid and legal.


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                                       43




10.       SCOPE OF AGREEMENT. This Agreement is not a contract for employment
          for any period of time, does not constitute a guarantee of employment
          and shall not be deemed to confer any benefit on the Executive in the
          absence of a Change in Control.

11.       TERM. The period during which this Agreement shall be in effect (the
          "Term") shall commence as of the date hereof and shall expire as of
          the later of (i) the close of business on December 31, 1992 and (ii)
          the expiration of the Benefit Period, provided, however, that (A)
          commencing on January 1, 1989 and each January 1 thereafter, the Term
          of this Agreement shall automatically be extended for an additional
          year unless, not later than September 30 of the immediately preceding
          year, the Company or the Executive shall have given notice that it or
          he, as the case may be, does not wish to have the Term extended and
          (B) subject to Paragraph 10 hereof, if, prior to a Change in Control,
          the Executive ceases for any reason to be an officer of the Company,
          thereupon the Term shall be deemed to have expired and this Agreement
          shall immediately terminate and be of no further effect.

          IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, and its
corporate seal to be hereunto affixed and attested by its secretary, all as of
the day and year first above written.





                                            ____________________________________
                                                       Executive




ATTEST:                                     TRINOVA CORPORATION


___________________________________         By:  _______________________________
Secretary                                        Vice President




(Seal)