<PAGE>1                                                        Exhibit 10(xii)

                         MANAGEMENT AGREEMENT


        This MANAGEMENT AGREEMENT is entered into as of this 1st day of
February, 1996, by and between Figgie International Inc. (the "Company") and
Robert D. Vilsack (the "Executive").

        WHEREAS, the Executive is presently in the employ of the Company as
General Counsel of the Company; and

        WHEREAS, the Company desires to retain the employment of the Executive
and the Executive desires to continue to serve the Company in such capacity;
and

        WHEREAS, the Company and the Executive desire to set forth in a written
agreement the terms and provisions of such employment and of certain severance
and other payments to be made to the Executive under certain circumstances;

        NOW THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth in this Agreement and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Company and the Executive agree as follows:

Article 1. Term of Employment
        The Company will employ the Executive in accordance with the terms and
conditions set forth herein commencing as of the date of this Agreement and
extending for an initial period of three (3) years,  subject, however, to
earlier termination as expressly provided herein.  The Executive will continue
to serve the Company as General Counsel or in such other future capacity as he
and the Company might mutually agree and will devote his full business time
and best efforts to the satisfactory discharge of the responsibilities of his
office, performing such other duties as might reasonably be requested by the
Company's Chief Executive Officer or his designee.<PAGE>
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        The initial three (3) year period of employment will be automatically
extended for one (1) additional year at the end of the initial three (3) year
term, and then again after each successive year thereafter.  However, either
party may terminate this Agreement at the end of the initial three (3) year
period, or at the end of any successive one (1) year term thereafter, by
giving the other party written notice of intent not to renew, delivered at
least three (3) months prior to the end of such initial period or successive
term.
        In the event such notice of intent not to renew is properly delivered,
this Agreement, along with all corresponding rights, duties, and covenants will
automatically expire at the end of the initial period or successive term then in
progress.

Article 2. Employment Terminations

        2.1 Termination Due to Retirement or Death.  In the event the
Executive's employment is terminated by reason of retirement or death during
the term of this Agreement, the Executive's benefits will be determined in
accordance with the Company's retirement, survivor's benefits, insurance,
Compensation Plan for Executives and other applicable programs then in effect.
        For purposes of this Paragraph 2.1, the determination of whether a
termination qualifies as a retirement will be made in accordance with the
then established rules and definitions of either; 1) the Company's Senior
Executive Benefits Plan if the Executive is a participant in such Plan, or
2) the Company's tax qualified retirement plan if the Executive is not a
participant in the Company's Senior Executive Benefits Plan.
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        2.2 Termination Due to Disability.  In the event the Executive during
the term ofthis Agreement becomes, in the opinion of the Company and based upon
reasonable medical opinion, so disabled as to be unable to satisfactorily
perform his duties hereunder, the Company will have the right to terminate
this Agreement and the Executive's employment upon thirty (30) days written
notice to the Executive.  In such event, the Executive's benefits will be
determined in accordance with the Company's disability and other applicable
plans and programs then in effect.

        2.3 Voluntary Termination by the Executive.  The Executive may terminate
this Agreement and his employment at any time by giving the Company written
notice of intent to terminate, delivered at least ninety (90) calendar days
prior to the effective date of such termination.  The Company will pay the
Executive his full base salary, at the rate then in effect, through the
effective date of such termination, plus all other benefits to which the
Executive has a vested right at that time.

        2.4 Termination by the Company Without Cause.  The Executive
acknowledges that he is, has been and will continue at all times to be an
at-will employee of the Company and as such his employment has been and
continues to be terminable by either the Executive or the Company at any time
upon notice to the other and for any reason not prohibited by law.  However,
if the Company terminates the Executive's employment and this Agreement
without Cause (as defined in Section 2.5 hereof), the Company will in
lieu of any severance which may otherwise be payable, continue to pay to the
Executive for twelve (12) full calendar months following the date of such
termination his monthly base salary at the rate in effect as of the date of
such termination in accordance with the Company's normal payroll practices.
In addition, the Company throughout such twelve (12) calendar month period
will continue the Executive's life insurance and<PAGE>
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health care benefits coverage on the same terms and at the same cost to the
Executive as would be applicable to a similarly situated full-time employee
provided however, that in the event the Executive begins to receive
comparable life insurance and health care benefits (determined at the sole
discretion of the Company) from a subsequent employer during such twelve (12)
month period, the Company may immediately terminate its life insurance and
health care benefits coverage of the Executive. Coverage under the Company's
health care benefits plan will be in lieu of health care continuation under
the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for periods such
coverage is in effect under this Agreement.
        Following such termination of the Executive's employment without Cause,
the Company will pay for the costs of outplacement services on behalf of the
Executive provided however, that the total fee paid will be limited to an
amount equal to fifteen percent (15%) of the Executive's annual base salary
rate as of the effective date of termination.  The Company will also continue to
be obligated to pay when due all other benefits to which the Executive has a
vested right according to the provisions of any applicable retirement or
other benefit plan or program.  The Company and the Executive thereafter will
have no further obligations under this Agreement.

        2.5 Termination For Cause.  Nothing in this Agreement will be construed
to prevent the Company from terminating the Executive's employment for Cause
and without any further duty or obligation under this Agreement.  As used
herein, "Cause" will be determined by the Company in the exercise of good
faith and reasonable judgement and will include any breach of this Agreement by
the Executive or any act by him
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of gross personal misconduct, insubordination, misappropriation of Company
funds, fraud, dishonesty, gross neglect of or failure to perform the duties
reasonably required of him pursuant to this Agreement or any conduct which is in
violation of any applicable law or regulation pertaining to the business of the
Company.

Article 3. Covenants

        3.1 Disclosure or Use of Information.  The Executive will at all times
during and after the term of his employment by the Company keep and maintain
the confidentiality of all Confidential Information and will not at any time
either directly or indirectly use such information for his own benefit or
otherwise divulge, disclose or communicate such information to any person or
entity in any manner whatsoever other than employees or agents of the Company
who have a need to know such information and then only to the extent
necessary to perform their responsibilities on behalf of the Company.  As
used herein, "Confidential Information" will mean any and all information
(excluding information in the public domain) which relates to the
business of the Company including without limitation all patents and patent
applications, copyrights applied for, issued to or owned by the Company,
inventions,trade secrets, computer programs, engineering and technical data,
drawings or designs, manufacturing techniques, information concerning pricing
and pricing policies, marketing techniques, suppliers, methods and manner of
operations, and information relating to the identity and/or location of all
past, present and prospective customers of the Company.

        3.2 Suppliers, Customers and Other Employees.  During the term of this
Agreement and for a period of twenty-four (24) months following its termination,
the Executive will not attempt to induce any employee of the Company to
terminate his or her employment with the Company nor will he
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take any action with respect to any of the suppliers or customers of the
of the Company which would have or might be likely to have an adverse effect
upon the business of the Company.

        3.3 Injunctive Relief.  In the event of a breach or threatened breach
of any of the provisions of this Article 3 by the Executive, the Company will
be entitled to preliminary and permanent injunctive relief, without bond or
security, sufficient to enforce the provisions thereof and the Company will be
entitled to pursue such other remedies at law or in equity as it deems
appropriate.

Article 4. Miscellaneous

        4.1 Successors.  This Agreement is personal to the Executive and will
not be assignable by him without the prior written consent of the Company.
This Agreement may be assigned or transferred to and will be binding upon and
inure to the benefit of any Successor of the Company.  As used herein, the term
"Successor" will include any person, firm, corporation or business entity which
acquires all or substantially all of the assets or succeeds to the business of
the Company or the Division.

        4.2 Entire Agreement.  This Agreement supersedes any prior agreements or
understandings, oral or written, between the Executive and the Company with
respect to the subject matter hereof and constitutes the entire agreement of
the parties with respect thereto.

        4.3 Modification.  This Agreement will not be varied, altered, modified,
canceled, changed, or in any way amended except by mutual agreement in a
written instrument executed by the Company and the Executive or their legal
representatives.<PAGE>
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        4.4 Tax Withholding.  The Company may withhold from any benefits payable
under this Agreement all Federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

        4.5 Governing Law.  To the extent not preempted by Federal law, the
provisions of this Agreement will be construed and enforced in accordance with
the laws of the state of Ohio.

        IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of this 1st day of February, 1996.

Figgie International Inc.             Robert D. Vilsack

By:  /s/                                /s/

Attest:  /s/