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                                                                  EXHIBIT (10)-3

                                                           Other Executives 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 executives, 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 Termination
                                 Date.

                      (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 the Executive during any calendar
                                 year in the last five

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                                 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, 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 one year,
                      commencing with the Termination Date, except that if the
                      Executive will reach age 65 within one year after the
                      Termination Date, the Benefit Period shall mean a period
                      of a fractional year, commencing with the Termination Date
                      and ending on the Executive's 65th birthday.

           D.         "Cause" shall mean that, prior to any Termination, 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 opportunity for the
                      Executive, together with his counsel, to be heard before
                      the Board), finding that, in the good faith opinion

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                      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 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; provided, however, that in the event that
                      prior to the Termination Date, such Person files a report
                      on Schedule 13D or Schedule 14D-1 (or any successor
                      schedule, form or report) disclosing that it is no longer
                      a Beneficial Owner of 20% or more of the Voting Stock,
                      then a "Change in Control" shall not be deemed to have
                      occurred for the purposes of this Agreement.

                      Notwithstanding the foregoing provisions of Paragraph 1.E,
                      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 or Schedule 14D-1 (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 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.         "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.

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


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                      (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.J 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; 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).

           K.         "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.J(i), (ii) or (iii) of this Agreement.

           L.         "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. Subject to Paragraph E hereof, in the
           event of Termination within four 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, by a year or a
                      fractional year, of the Benefit Period. This payment shall
                      be made by the Company within thirty calendar days after
                      the Executive's Termination Date.

           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 1 times 4.5% of
                      the Executive's Average Total Compensation to be made
                      within thirty calendar days after the Executive's
                      Termination Date 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, provided,
                      however, that if participation by the Executive in any of
                      such plans is not permitted, due to the requirements

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                      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.

           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, 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 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 Termination
           Date 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

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           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 such arbitration 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, 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.

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                      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.

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)
           termination 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 employee 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)