EXHIBIT (10)-2                                        Executive Officer Form

                                       
                                       
                     CHANGE-IN-CONTROL SEVERANCE AGREEMENT


      THIS AMENDED AND RESTATED CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this
"Agreement") by and between AEROQUIP-VICKERS, INC., an Ohio corporation (the
"Company"), and __________________ (the "Executive"), dated this ___ day of
June, 1998.

      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") or any similar qualified or nonqualified
                           plan) 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.
   
   
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                                    (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 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, 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 or
                        any Operating Company;


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

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

                                    (iv)  intentional wrongful engagement in
                        any Competitive Activity;

                              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 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)  The Company sells or otherwise
                        transfers all or substantially all of its assets to
                        another corporation or other legal person and less
                        than a majority of the combined voting power of the
                        then-outstanding securities of such corporation or
                        person immediately after such transactions are held in
                        the aggregate by the holders of Voting Stock
                        immediately prior to such sale;


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                                    (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;

                                    (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; or

                              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 or any Operating
                  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.    "Competitive Activity" means the Executive's
                  participation, without the written consent of an officer of
                  the Company, in the management of any business enterprise if
                  such enterprise engages in substantial and direct
                  competition with the Company and such enterprise's sales of
                  any product or service competitive with any product or
                  service of the Company amounted to 10% of such enterprise's
                  net sales for its most recently completely fiscal year and
                  if the Company's consolidated net sales of said product or
                  service amounted to 10% of the Company's consolidated net
                  sales for


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                              its most recently completed fiscal year.
                  "Competitive Activity" will not include (i) the mere
                  ownership of securities in any such enterprise and the
                  exercise of rights appurtenant thereto or (ii) participation
                  in the management of any such enterprise other than in
                  connection with the competitive operations of such
                  enterprise.

                        G.    "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.

                        H.    "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.

                        I.    "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.

                        J.    "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 or the position, or a
                        substantially equivalent office or position of or with
                        the Company and/or an Operating 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 or any Operating 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 and any Operating 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



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                                          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
                        (which determination will be conclusive and binding
                        upon the parties hereto provided it has been made in
                        good faith and in all events will be presumed to have
                        been made in good faith unless otherwise shown by the
                        Company by clear and convincing evidence) 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
                        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 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 requires the Executive
                        to have his principal location of work changed to any
                        location which is in excess of 25 miles from the
                        location thereof immediately prior to the Change in
                        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 or in any calendar quarter when annualized for
                        purposes of comparison to any prior year) than was
                        required of the Executive prior to the Change in
                        Control without in either case, his or her 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.


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

                        L.    "Savings Plans" shall mean the Aeroquip-Vickers
                  Savings and Profit Sharing Plan and the Aeroquip-Vickers
                  Supplemental Benefit Plan and any amendments thereto and
                  restatements thereof, or any successor plans that may become
                  effective subsequent to the date of this agreement and prior
                  to a Change in Control.

                        M.    "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.M 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).

                        N.    "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.M(i), (ii) or (iii) of this
                  Agreement.

                        O.    "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.    Operation of Agreement.  This Agreement will be effective
            and binding immediately upon its execution, but, anything in this
            Agreement to the contrary notwithstanding, this Agreement will not


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                  be operative unless and until a Change in Control occurs.
            Upon the occurrence of a Change in Control at any time during the
            Term, without further action, this Agreement shall become
            immediately operative.

            3.    Payments Upon Termination.  In the event of Termination
            within three years after a Change in Control or Resignation
            between six months and two years after a 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 payment by the Company (or, if applicable, the
                  Company shall cause the appropriate Operating Company to
                  make a payment) in an amount equal to two times the
                  Company's average aggregate contribution to the Executive's
                  accounts in the Savings Plans for the last three full years
                  preceding the Change in Control, to be made within thirty
                  calendar days after the Executive's Termination Date or
                  Resignation Date, as the case may be.

                        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.    If the Executive is a Disqualified Individual
                  (as the term "Disqualified Individual" is defined in Section
                  280G of the Code, or any successor provision thereto) and if
                  any payment to the Executive, whether under this Agreement
                  or otherwise,


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                              would be an Excess Parachute Payment (as the
                  term "Excess Parachute Payment" is defined in Section 280G
                  of the Code or any successor provision thereto) but for the
                  application of this sentence, 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 portion of
                  the payments made to the Executive, as so reduced,
                  constitutes an Excess Parachute Payment.  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 determinations under Paragraph 2.E hereof
                  shall be made by the Company's independent accounting firm.

            4.    Interest.  Without limiting the rights of the Executive at
            law or in equity, if the Company fails to make any payment or
            provide any benefit required to be made or provided hereunder on a
            timely basis, the Company will pay interest on the amount  or
            value thereof at an annualized rate of interest equal to the
            so-called composite "prime rate" as quoted from time to time
            during the relevant period in the Midwest Edition of The Wall
            Street Journal.  Such interest will be payable as it accrues on
            demand.  Any change in such prime rate will be effective on and as
            of the date of such change.

            5.    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 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 3.E hereof, its Board of Directors has,
            following due consideration of the matter, determined that the
            benefits provided by Paragraph 3 hereof are reasonable.
            Accordingly, the parties hereto expressly agree that the payment
            of the amounts specified in Paragraph 3 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 3 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 3.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.


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            6.    Arbitration and Legal Expenses.  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 6.  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, regardless of the
            final outcome.  The Company shall pay all such costs and expenses
            in excess of $10,000 incurred by the Executive.

            7.    Competitive Activity.  During a period ending one year
            following the Termination Date or Resignation Date, if the
            Executive shall have received or shall be receiving benefits under
            Section 3, the Executive shall not, without the prior written
            consent of the Company, which consent shall not be unreasonably
            withheld, engage in any Competitive Activity.

            8.    Withholding of Taxes.  The Company may withhold from any
            amounts payable under this Agreement all federal, state, city or
            other taxes as the Company is required to withhold pursuant to any
            law or government regulation or ruling.

            9.    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.

            10.   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 laws of
            such State.

            11.   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.


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      12.   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 12.A hereof.  Without limiting the generality
                  of the foregoing, the Executive's right to receive payments
                  hereunder shall not be assignable, transferrable 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 12.C, the Company shall have no liability to pay
                  any amount so attempted to be assigned, transferred or
                  delegated.

            13.   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.

            14.   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.


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            15.   Survival.  Notwithstanding any provision of this Agreement
            to the contrary, the parties' respective rights and obligations
            under Sections 3, 4 and 6 will survive any termination or
            expiration of this Agreement or the termination of the Executive's
            employment following a Change in Control for any reason
            whatsoever.

            16.   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 latest of (i) December 31 of the second calendar
            year after the calendar year in which this Agreement is executed;
            (ii) the expiration of the Benefit Period; and (iii) three years
            after the date of the first Change in Control; provided, however,
            in the absence of a Change in Control that (A) commencing on
            January 1 of the calendar year after the calendar year in which
            this Agreement is executed and each January 1 thereafter, the date
            specified in clause (i) above shall be automatically 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 14 hereof,
            if, prior to a Change in Control, the Executive ceases for any
            reason to be an employee of the Company, whether or not the
            Executive then becomes or continues to be an employee of an
            Operating Company, thereupon the Term shall be deemed to have
            expired and this Agreement shall immediately terminate and be of
            no further effect.

            17.   Prior Agreement.  This Agreement amends and restates the
            Agreement, dated as of _______________, ____ (the "Prior
            Agreement"), between the Company and the Executive, which Prior
            Agreement shall, without further action, be superseded as of the
            date first above written.

      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 assistant secretary,
all as of the day and year first above written.



                                          ___________________________________
                                          Executive


ATTEST:                                   AEROQUIP-VICKERS, INC.


__________________________________        By:   ______________________________
Assistant Secretary                             Darryl F. Allen
                                                Chairman, President &
                                                   Chief Executive Officer



(Seal)
                                       
                                       
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