TRINOVA CORP, DEF 14A, 1994-03-10

TRINOVA CORP
DEF 14A, 1994-03-10
MISCELLANEOUS FABRICATED METAL PRODUCTS

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P TRINOVA Corporation
Proxy for 1994 Annual Meeting of Shareholders
R This Proxy is Solicited on Behalf of the Board of Directors

X The undersigned hereby appoints Darryl F. Allen, Robert H. Spilman and
William R. Timken, Jr., jointly and severally, proxies, with full power of
Y substitution, to vote as specified on the reverse side all shares of
TRINOVA Corporation which the undersigned is entitled to vote at the
annual meeting of shareholders on April 21, 1994, or any adjournment
thereof.

You are encouraged to specify your choices by marking the appropriate boxes,
on the reverse side, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. However, your shares
cannot be voted unless you sign and return this card.

- ------------------
See Reverse Side
- ------------------

<PAGE>

Reverse Side as Follows:

- ---- Please mark your
X vote as in this
- ---- example

This proxy will be voted FOR each nominee for director for whom authority to
vote is not withheld and FOR Items 2 and 3 if no vote is specified.

The Board of Directors recommends a vote "FOR" all nominees and Items 2 and 3
1. Election of Directors NOMINEES:
FOR WITHHELD Darryl F. Allen
"FOR" all ----- ----- If marked, Purdy Crawford
nominees vote is Delmont A. Davis
(except as ----- ----- withheld David R. Goode
marked to the from all Paul A. Ormond
contrary below) nominees John P. Reilly
listed Robert H. Spilman
William R. Timken, Jr.

To withhold authority to vote for any
individual nominee, write his name on
the space provided below:

_____________________________________

FOR AGAINST ABSTAIN
2. Ratification and ----- ----- -----
separate approval
of the TRINOVA ----- ----- -----
Corporation 1994
Stock Incentive Plan

3. Ratification of ----- ----- -----
Ernst & Young
as independent ----- ----- -----
auditors for 1994

4. To vote in their discretion upon such other business as may
properly come before the meeting

Note: Please sign exactly as name appears to the left. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee
or guardian, please also give your full title. If a corporation,
please sign in full corporate name by an authorized officer. If a
partnership, please sign in full partnership name by an authorized
person.

_________________________________________________________

_________________________________________________________
SIGNATURE(S) DATE

<PAGE>
/TRINOVA Logo/

______________________
1994 Notice of Annual Meeting
and Proxy Statement

______________________
Notice of Annual Meeting of Shareholders
to be held on April 21, 1994

TRINOVA CORPORATION
3000 Strayer
P.O. Box 50
Maumee, Ohio 43537-0050

To the Shareholders of TRINOVA Corporation:

The annual meeting of the shareholders of TRINOVA Corporation ("TRINOVA") will
be held at TRINOVA's World Headquarters, 3000 Strayer, Maumee, Ohio, on
Thursday, April 21, 1994, at 11:00 a.m. local time, for the following
purposes:

1. To elect directors;

2. To ratify and separately approve the TRINOVA Corporation 1994 Stock
Incentive Plan;

3. To ratify the employment of Ernst & Young as TRINOVA's independent
auditors for 1994; and

4. To transact such other business as may properly come before the meeting
or any adjournment thereof.

All shareholders are cordially invited to attend the meeting. Whether or not
you expect to attend, please execute and return the enclosed proxy promptly.
If you are present at the meeting, you may revoke your proxy and vote your
shares in person if you wish.

By Order of the Board of Directors,

/S/ JAMES M. OATHOUT
James M. Oathout
Secretary

March 11, 1994

<PAGE>
___________________
PROXY STATEMENT

TRINOVA CORPORATION
3000 Strayer
P.O. Box 50
Maumee, Ohio 43537-0050

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of TRINOVA Corporation ("TRINOVA") of proxies to be voted
at the annual meeting of shareholders on April 21, 1994. This Proxy Statement
and the accompanying proxy card are first being mailed to shareholders on or
about March 11, 1994.

Outstanding Voting Securities

TRINOVA had 28,659,079 shares of $5 Par Value Common Shares outstanding as of
February 22, 1994. Shareholders of record as of the close of business on that
date will be entitled to vote at the meeting, with each Common Share entitled
to one vote.

Proxy Solicitation

TRINOVA will pay all costs of distribution and solicitation of proxies. D. F.
King & Co., Inc., 77 Water Street, New York, New York 10005, will assist
TRINOVA in soliciting proxies from banks, brokers and nominees that are record
holders for shares beneficially owned by others, and from certain individual
shareholders. Solicitation will be by mail, telephone and other means. D. F.
King & Co., Inc. will be paid a fee estimated at $8,500. TRINOVA will also
pay the direct expenses of solicitation, including the expenses of banks,
brokers and nominees for forwarding proxy material to beneficial owners.

Voting by Proxy Holders

Since many of TRINOVA's shareholders are unable to attend shareholders'
meetings, the Board of Directors solicits proxies to give each shareholder an
opportunity to vote on all matters scheduled to come before the meeting and
which are set forth in this Proxy Statement. Shareholders are urged to read
carefully the material in this Proxy Statement; specify their choice on each
proposal by marking the appropriate box on the enclosed proxy card; and sign,
date and return the card in the enclosed postage-paid envelope. If a
shareholder does not specify a choice and the card is properly executed and
returned, the shares will be voted by the Proxy Committee as recommended by
TRINOVA. Members of the Proxy Committee are Messrs. Darryl F. Allen, Robert
H. Spilman and William R. Timken, Jr. of the Board of Directors.

Shareholders of record at the close of business on February 22, 1994, are
entitled to submit proxies concerning the proposals described below. Each
share is entitled to one vote. Under Item 1 (election of directors), only
persons nominated as candidates shall be eligible for election as directors,
and, if a quorum is present, the candidates receiving the greatest number of
votes shall be elected. Approvals of Item 2 (TRINOVA Corporation 1994 Stock
Incentive Plan) and Item 3 (independent auditors) require the affirmative vote
of a majority of the shares of TRINOVA which are represented in person or by
proxy at the annual meeting.

<PAGE>

At the annual meeting, the results of shareholder voting will be tabulated by
the inspector(s) of elections appointed for the annual meeting. Under Ohio
law and TRINOVA's Articles of Incorporation and Code of Regulations, properly
executed proxies that are marked "abstain" or are held in "street name" by
brokers and are not voted on one or more particular items (if otherwise voted
on at least one item) will be counted for purposes of determining whether a
quorum has been achieved at the annual meeting. Votes withheld in respect of
Item 1 will not be counted in determining the election of directors.
Abstentions and broker non-votes in respect of Items 2 and 3 will have the
same effect as votes against such Items.

The Board knows of no business to come before the meeting other than that set
forth herein. If other business should come before the meeting, the holders
of proxies will vote thereon at their discretion. Without affecting any vote
previously taken, a shareholder may revoke a proxy by giving notice to the
Secretary of TRINOVA in writing prior to the annual meeting or at the meeting
itself.

Cumulative Voting

Each Common Share is entitled to one vote on each matter brought before the
meeting. Under Ohio law shareholders have cumulative voting rights in the
election of directors, provided not less than 48 hours notice in writing is
given by any shareholder to the Secretary of TRINOVA that he or she desires
that voting at such election be cumulative, and an announcement of the giving
of such notice is made upon the convening of the meeting. When cumulative
voting applies, each share has a number of votes equal to the number of
directors to be elected, and a shareholder may give all of his or her votes to
one nominee or divide his or her votes among as many nominees as he or she
sees fit. Unless contrary instructions are received on proxies given to
TRINOVA, in the event that cumulative voting applies all votes represented by
such proxies will be divided evenly among the candidates nominated by the
Board of Directors except that if voting in such manner would not be effective
to elect all such nominees, such votes will be cumulated in the discretion of
TRINOVA so as to maximize the number of such nominees elected.

Shareholder Proposals for Presentation at Next Annual Meeting

Shareholder proposals intended to be presented at the 1995 annual meeting must
be received by the Secretary of TRINOVA no later than November 11, 1994.

ITEM 1. ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE NOMINEES SET FORTH BELOW
TO THE BOARD OF DIRECTORS, TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING AND
UNTIL THEIR SUCCESSORS ARE ELECTED AND SHALL QUALIFY. All nominees are
current Board members whose terms expire at the annual meeting of shareholders
on April 21, 1994. The Board has, by resolution, fixed the number of
directors at eight.

/Photograph - See Appendix B/ Darryl F. Allen (50). A TRINOVA director since
1984, Mr. Allen has been TRINOVA's Chairman of the Board since 1991 and
TRINOVA's President and Chief Executive Officer since 1986. He is a director
of Cincinnati Milacron Inc.

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<PAGE>

/Photograph - See Appendix B/ Purdy Crawford (62). A TRINOVA director since
1990, Mr. Crawford is Chairman of the Board and Chief Executive Officer of
Imasco Limited (consumer products and financial services). Mr. Crawford has
been in his current position with Imasco Limited since January 1991. Mr.
Crawford was Chairman of the Board, President and Chief Executive Officer of
Imasco Limited from 1987 to 1991. He is a director of CT Financial Services,
Inc. and subsidiary corporations; Camco, Inc.; Dominion Textile, Inc.; Inco
Limited; and Canadian Pacific Forest Products Ltd.

/Photograph - See Appendix B/ Delmont A. Davis (58). A TRINOVA director
since January 1993, Mr. Davis is President and Chief Executive Officer of Ball
Corporation (packaging products, metal containers, and aerospace products and
services). Mr. Davis has been in his current position with Ball Corporation
since 1991. Mr. Davis was President and Chief Operating Officer of Ball
Corporation from 1989 to 1991, and was Executive Vice President of Ball
Corporation's Packaging Products Group from 1987 to 1989. He is a director of
Ball Corporation and Cooper Tire & Rubber Company.

/Photograph - See Appendix B/ David R. Goode (53). A TRINOVA director since
January 1993, Mr. Goode is Chairman of the Board, President and Chief
Executive Officer of Norfolk Southern Corporation (transportation holding
company). Mr. Goode has been in his current position with Norfolk Southern
Corporation since 1992. Mr. Goode was President of Norfolk Southern
Corporation from 1991 to 1992, Executive Vice President-Administration of
Norfolk Southern Corporation during 1991 and Vice President-Taxation of
Norfolk Southern Corporation from 1985 to 1991. He is a director of
Caterpillar Inc. and Georgia-Pacific Corporation.

/Photograph - See Appendix B/ Paul A. Ormond (44). A TRINOVA director since
September 1992, Mr. Ormond is Chairman of the Board, President and Chief
Executive Officer of Health Care and Retirement Corporation (long-term care,
skilled nursing and rehabilitative services), formerly a wholly owned
subsidiary of Owens-Illinois, Inc. He has been in his current position with
Health Care and Retirement Corporation since October 1991. Mr. Ormond was
President and Chief Operating Officer of Health Care and Retirement
Corporation from 1986 to 1991 and Vice President of Owens-Illinois, Inc. from
1984 to 1991.

/Photograph - See Appendix B/ John P. Reilly (50). A TRINOVA director since
1991, Mr. Reilly is President and Chief Operating Officer of Brunswick
Corporation (marine power, boating and recreation). Mr. Reilly has been in
his current position with Brunswick Corporation since October 1993. Mr.
Reilly was formerly President and Chief Executive Officer of the Tenneco
Automotive Division of Tenneco Inc. from 1987 to October 1993. He is a
director of Brunswick Corporation.

/Photograph - See Appendix B/ Robert H. Spilman (66). A TRINOVA director
since 1980, Mr. Spilman is Chairman of the Board and Chief Executive Officer
of Bassett Furniture Industries, Inc. (home and office furniture). Mr.
Spilman has been in his current position with Bassett Furniture Industries,
Inc. since 1989. Mr. Spilman was Chairman of the Board, President and Chief
Executive Officer of Bassett Furniture Industries, Inc. from 1982 to 1989.
Mr. Spilman is Chairman of the Board of Jefferson-Pilot Corporation and
Jefferson-Pilot Life Insurance Company, a subsidiary of Jefferson-Pilot
Corporation. He is a director of NationsBank Corporation, the holding company
for NationsBank of North Carolina, N.A., and The Pittson Company.

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<PAGE>

/Photograph - See Appendix B/ William R. Timken, Jr. (55). A TRINOVA
director since 1973, Mr. Timken has been Chairman of the Board of The Timken
Company (tapered roller bearings and quality alloy steel) since 1975. He is a
director of The Louisiana Land and Exploration Company and Diebold
Incorporated.

_______________________________
BOARD AND COMMITTEE MATTERS

The Board of Directors held seven regular meetings and one special meeting in
1993. During his term on the Board, each incumbent director attended at least
75 percent of the total number of meetings held by the Board of Directors and
each committee of which he was a member.

The Board has four standing committees:

(1) The Executive Committee holds limited powers assigned by the Board to
act, if required, during intervals between Board meetings. Members of
the Committee are Messrs. Allen (Chairman), Spilman and Timken. The
Committee held one meeting in 1993.

(2) The Audit Committee recommends the selection of the independent auditors;
reviews the scope of the independent auditors' examination and non-audit
services; reviews TRINOVA's accounting, financial and internal audit
practices and reports; monitors the compliance of TRINOVA and its
subsidiaries with TRINOVA's ethics policy and applicable laws and
regulations; and reviews the pension and profit-sharing plans and related
investment activity of TRINOVA and its subsidiaries. Members of the
Committee are Messrs. Timken (Chairman), Davis, Ormond and Reilly. The
Committee held three meetings in 1993.

(3) The Organization and Compensation Committee makes recommendations to the
Board with respect to organization structure, management succession and
management remuneration (including salaries, incentive compensation,
retirement benefits and stock option awards). Members of the Committee
are Messrs. Spilman (Chairman), Crawford, Goode and Ormond. The
Committee held three meetings in 1993.

(4) The Nominating Committee recommends a slate of directors for election at
the annual meeting of shareholders. It will consider director-nominees
recommended by shareholders in written communications to the Secretary of
TRINOVA or the Chairman of the Committee. Nominations for election at
TRINOVA's 1995 annual meeting of shareholders must be received by the
Secretary of TRINOVA no later than November 11, 1994. The Committee also
recommends nominees to fill such vacancies as may occur on the Board from
time to time between annual meetings. Members of the Committee are
Messrs. Spilman (Chairman), Allen, Reilly and Timken. The Committee held
one meeting in 1993.

_______________________________
COMPENSATION OF DIRECTORS

During 1993, each director who was not an employee of TRINOVA was paid an
annual retainer of $20,000 ($22,500 for committee chairmen), plus a $1,000 fee
for each Board or committee meeting attended.

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<PAGE>

Under the TRINOVA Corporation Directors' Retirement Plan, any former member of
the Board who is not an officer of TRINOVA and who has retired from the Board
in accordance with TRINOVA's By-laws, or has with the concurrence of the Board
resigned for health or other reasons beyond his control, is entitled to
receive a monthly retirement payment in an amount equal to one-twelfth of the
annual retainer then in effect payable to the director by TRINOVA for his
services as a member of the Board (including the current committee chairman's
fee for a director who has at any time served as a committee chairman, but
excluding any meeting fees and any fees solely attributable to professional or
other consulting services furnished to TRINOVA independently of his service as
a director). Such monthly retirement payment commences, unless deferred, with
the month following the director's retirement from the Board and continues
through the month in which death occurs; however, under the Plan the aggregate
number of such payments shall not exceed the lesser of 120 or the number of
months such director served as a non-officer director of TRINOVA.

Under the TRINOVA Corporation Amended Plan for Optional Deferment of
Directors' Fees, a director may defer any or all of his annual retainer fees
until his directorship ceases, at which time the deferred amounts will be paid
in a lump sum or installments commencing on a date designated by the director.
He may also defer payment of monthly retirement payments under this Plan until
a date designated by the director. A director's election is irrevocable as to
fees and retirement payments which have been deferred. Upon the death of a
director prior to distribution of the entire balance of his or her account,
such balance shall be paid as soon as is administratively feasible in a lump
sum to the beneficiary or beneficiaries designated by the director, or, in the
absence of such designation, to the estate of the director.

Under the TRINOVA Corporation 1989 Non-Employee Directors' Equity Plan,
non-employee directors receive awards consisting of such number of Common
Shares of TRINOVA as have an aggregate fair market value on the date of the
grant of $25,000 rounded upward to the nearest 10 shares. Non-employee
directors who were directors on the effective date of the Plan (April 20,
1989) received an award on that date, and each person who thereafter becomes a
non-employee director is entitled to receive an award on the date of his or
her initial election. Each non-employee director shall receive one additional
award on the date of his or her re-election which most nearly coincides with
the fifth anniversary of his or her prior award. All Common Shares granted
pursuant to the awards are subject to restrictions for a five-year period.
Restrictions on one-fifth of the Common Shares lapse on each subsequent
anniversary date of the award, and restrictions on all of the Common Shares
awarded to a non-employee director lapse in the event of his or her death,
disability or retirement; failure of the non-employee director to be
re-elected to the Board; or a change in control of TRINOVA.

In 1994, TRINOVA established the TRINOVA Corporation Directors' Charitable
Award Program in order to recognize the interest of TRINOVA and its directors
in supporting worthy educational institutions and other charitable
organizations and to provide an additional method of funding for the TRINOVA
Foundation. The Program is also intended to assist TRINOVA in attracting and
retaining directors of outstanding experience and ability. All directors,
including Darryl F. Allen, currently participate in the Program.

The Program is administered by the Organization and Compensation Committee of
the Board of Directors. Each director may recommend up to nine charitable
organizations that qualify under section 501(c)(3) of the Internal Revenue
Code. The recommendation of a director who dies or becomes disabled while
serving on the Board or after completing five years of Board service will be

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<PAGE>

considered by the Committee after the director's death. If the recommendation
is approved, TRINOVA will donate an aggregate of $900,000 in nine equal
installments to the designated charity or charities. TRINOVA will also donate
$100,000 to the TRINOVA Foundation after the director's death.

TRINOVA expects to purchase life insurance policies on the lives of its
current directors to fund the Program, and the Program provides for
establishment of a fully funded trust upon a change in control. The Program
also permits self-funding. TRINOVA believes that the after-tax cost of the
Program over its life will be relatively small compared to the benefits it
provides. Directors derive no personal financial or tax benefit from the
Program because all insurance proceeds and tax deductions accrue solely to
TRINOVA.

_________________________
SECURITY OWNERSHIP

Information with respect to security ownership by beneficial owners of more
than 5 percent of any class of TRINOVA's voting securities as of December 31,
1993, is set forth below. This information is based upon reports filed by
certain beneficial owners with the Securities and Exchange Commission pursuant
to Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 and other
information known to TRINOVA.

Title Name & Address Amount & Nature Percent of
of of Beneficial of Beneficial Class as of
Class Owner Ownership December 31, 1993

Common FMR Corp. 3,626,596 (1) 12.77%
82 Devonshire Street
Boston, MA 02109-3614

Common Norwest Corporation 1,717,075 (2) 6.04%
and subsidiaries
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1000

_____________________________________________________________________________

(1) FMR Corp. has sole voting power for 290,256 shares, shared voting power
for 0 shares, sole dispositive power for 3,626,596 shares and shared
dispositive power for 0 shares.

(2) Norwest Corporation and its subsidiaries have sole voting power for
1,508,125 shares, shared voting power for 12,750 shares, sole dispositive
power for 1,713,575 shares and shared dispositive power for 2,750 shares;
Norwest Corporation and its subsidiaries have disclaimed beneficial
ownership of all such shares.

The following table sets forth, as of February 22, 1994, information known to
TRINOVA concerning the beneficial ownership of TRINOVA's securities by each of
its present directors individually, each of the named executive officers
individually, and all present directors and executive officers as a group.

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<PAGE>

The totals for each person and for the group include shares held personally;
shares held by immediate family members sharing the same household; shares
held as of December 31, 1993, under TRINOVA's dividend reinvestment plan and
retirement savings plans; and shares that may be acquired within 60 days
following February 22, 1994, through the exercise of stock options.

<TABLE>

Title
of Name of Amount & Nature of Percent
Class Beneficial Owner Beneficial Ownership(1) of Class(2)
Common Directors (excluding
Shares Darryl F. Allen):
Purdy Crawford 3,084
Delmont A. Davis 980
David R. Goode 980
Paul A. Ormond 1,110
John P. Reilly 1,120
Robert H. Spilman 31,186
William R. Timken, Jr. 2,890
Named Executive Officers:
Darryl F. Allen(3) 216,264
William R. Ammann (3) 84,401
James E. Kline (3) 14,965
James McKee (3) 43,567
Howard M. Selland (3) 104,616
All Directors and Executive
Officers as a Group
(17 persons)(3) 585,096 2.01%(4)

<FN>

(1) Each director and named executive officer has sole voting and dispositive
power with respect to all Common Shares indicated except that (i) 5,727
Common Shares listed for Darryl F. Allen are held by Mr. Allen's wife,
and (ii) 450 Common Shares listed for Darryl F. Allen are held by one of
Mr. Allen's children who is sharing his home; Mr. Allen has disclaimed
beneficial ownership of said Common Shares.

(2) Each director and executive officer owns less than 1 percent of the
outstanding Common Shares of TRINOVA as of February 22, 1994.

(3) A portion of the total for the named executive officers and the group
includes Common Shares which could be acquired within 60 days following
February 22, 1994, through the exercise of stock options: 172,800 Common
Shares for Darryl F. Allen; 63,500 Common Shares for William R. Ammann;
7,500 Common Shares for James E. Kline; 34,530 Common Shares for James
McKee; 87,500 Common Shares for Howard M. Selland; and 425,480 Common
Shares for all executive officers included in the group of directors and
executive officers.

(4) For the purpose of computing the percent of class, the Common Shares not
outstanding for which all directors and executive officers as a group may
acquire beneficial ownership within 60 days following February 22, 1994,
through the exercise of stock options are deemed to be outstanding.

</TABLE>

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<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the annual compensation, the long-term
compensation and all other compensation of the named executive officers for
each of the last three completed fiscal years.

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<PAGE>

SUMMARY COMPENSATION TABLE

<TABLE>

<S> <C> <C> <C> <C> <C> <C> <C> <C>
______________________________________________________________________________________________________________________
| | | | Long-Term Compensation | |
| | | Annual Compensation | Awards(2) |Payouts(3)| |
| | | Other | | | |
| | | Annual | Restricted | | All Other |
| | | Compen- | Stock | LTIP | Compensa- |
| Name and | | Salary Bonus(1) sation | Awards Options | Payouts | tion(4) |
| Principal Position | Year | ($) ($) ($) | ($) (#) | ($) | ($) |
| | | | | | |
| | | | | | |
| | | | | | |
| Darryl F. Allen | 1993 | $ 535,417 $190,000 N/A | N/A 30,000 | $ 0 | $ 63,531 |
| Chairman of the | 1992 | 515,000 58,000 N/A | N/A 30,000 | 0 | 27,910 |
| Board, President | 1991 | 504,583 0 | N/A 30,000 | 0 | |
| and Chief Executive | | | | | |
| Officer of TRINOVA | | | | | |
| | | | | | |
| | | | | | |
| Howard M. Selland | 1993 | $ 335,000 $190,000 N/A | N/A 17,500 | $ 0 | $ 51,736 |
| Executive Vice | 1992 | 320,000 58,000 N/A | N/A 17,500 | 0 | 27,237 |
| President of | 1991 | 295,000 0 | N/A 15,000 | 0 | |
| TRINOVA and | | | | | |
| President of | | | | | |
| Aeroquip Corporation | | | | | |
| | | | | | |
| | | | | | |
| James McKee | 1993 | $ 306,000 $ 25,000 N/A | N/A 15,000 | $ 0 | $ 15,891 |
| Executive Vice | 1992 | 300,000 0 N/A | N/A 15,000 | 0 | 16,820 |
| President of | 1991 | 275,000 0 | N/A 15,000 | 0 | |
| TRINOVA and | | | | | |
| President of Vickers,| | | | | |
| Incorporated | | | | | |
| | | | | | |

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<PAGE>
______________________________________________________________________________________________________________________
| | | | Long-Term Compensation | |
| | | Annual Compensation | Awards(2) |Payouts(3)| |
| | | Other | | | |
| | | Annual | Restricted | | All Other |
| | | Compen- | Stock | LTIP | Compensa- |
| Name and | | Salary Bonus(1) sation | Awards Options | Payouts | tion(4) |
| Principal Position | Year | ($) ($) ($) | ($) (#) | ($) | ($) |
| | | | | | |
| | | | | | |
| | | | | | |
| William R. Ammann | 1993 | $ 242,708 $ 65,000 N/A | N/A 10,000 | $ 0 | $ 27,250 |
| Vice President- | 1992 | 231,667 20,000 N/A | N/A 10,000 | 0 | 12,299 |
| Administration | 1991 | 214,667 0 | N/A 11,000 | 0 | |
| and Treasurer | | | | | |
| of TRINOVA | | | | | |
| | | | | | |
| | | | | | |
| James E. Kline | 1993 | $ 227,000 $ 60,000 N/A | N/A 10,000 | $ 0 | $ 23,386 |
| Vice President | 1992 | 218,000 20,000 N/A | N/A 10,000 | 0 | 9,366 |
| and General Counsel | 1991 | 193,000 0 | N/A 9,000 | 0 | |
| of TRINOVA | | | | | |
| | | | | | |
| | | | | | |

<FN>

(1) The payouts shown in this column were made pursuant to the Annual Executive
Incentive Plans. No payouts were made pursuant to the 1991 Annual Executive
Incentive Plans because return on net assets did not meet the payout threshold
established by the Board. (See the subsection entitled "Incentive Plans.")

(2) The awards shown in this column were made pursuant to the TRINOVA
Corporation 1987 Stock Option Plan. Although the TRINOVA Corporation 1987
Stock Option Plan permits grants of restricted stock and stock appreciation
rights, no grants of restricted stock have been made and no restricted stock
or stock appreciation rights were outstanding as of December 31, 1993. (See
the subsection entitled "Stock Option Plans.")

(3) No payouts were made pursuant to the 1989-1991, 1990-1992 or 1991-1993
Long-Term Incentive Plans because returns on shareholders' equity did not meet
the payout thresholds established by the Board. (See the subsection entitled
"Incentive Plans.")

(4) The amounts shown in this column consist of annual company contributions
(including the company match and the company profit-sharing allocation) under
TRINOVA's defined-contribution retirement plans and under the applicable
portion of the TRINOVA Corporation Supplemental Benefit Plan. (See the
subsection entitled "Retirement Plans" and the table below.)

</TABLE>
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<PAGE>

<TABLE>

______________________________________________________________________________________________________________________

Qualified Retirement Plan Supplemental Plan Total
Match Profit-Sharing Match Profit-Sharing
______________________________________________________________________________________________________________________

<S> <C> <C> <C> <C>
1993
Allen $7,075 $13,931 $10,516 $32,009 $63,531
Selland 7,075 13,931 4,708 26,022 51,736
McKee 9,434 3,249 2,566 642 15,891
Ammann 7,075 13,931 710 5,534 27,250
Kline 4,717 17,548 456 665 23,386

1992
Allen $6,865 $ 5,278 $ 8,585 $ 7,182 $27,910
Selland 6,865 12,306 2,734 5,332 27,237
McKee 9,154 3,156 3,280 1,230 16,820
Ammann 6,865 5,278 85 71 12,299
Kline 4,360 5,006 -- -- 9,366

______________________________________________________________________________________________________________________

</TABLE>
-11-
<PAGE>

Incentive Plans

Employees of TRINOVA and its subsidiary companies who hold certain responsible
management positions are eligible to participate in either the TRINOVA
Corporation Incentive Compensation Plan, the Aeroquip Corporation Incentive
Compensation Plan or the Vickers, Incorporated Incentive Compensation Plan
(collectively, the "Cash Incentive Plans").

The Cash Incentive Plans are administered by the Organization and Compensation
Committee of the Board, subject to full Board approval. Each Cash Incentive
Plan provides for two separate performance periods. The first is a series of
successive one-year periods commencing on January 1 of each year, which is
known as the "Annual Executive Incentive Plan." The second is a series of
successive overlapping three-year periods commencing on January 1 of each
year, which is known as the "Long-Term Incentive Plan." Awards under the
Annual Executive Incentive Plan are based on meeting established return on net
asset performance goals and are paid to participants in cash promptly
following the close of each one-year period. Awards under the Long-Term
Incentive Plan are based on meeting established return on shareholders' equity
performance goals and are paid in cash promptly following the close of each
three-year period. If Item 2 is approved by the shareholders at the annual
meeting, 60 percent of any awards presently outstanding under the Long-Term
Incentive Plan that become payable in the future will be paid in the form of
Common Shares. See Item 2 - Ratification and Separate Approval of the TRINOVA
Corporation 1994 Stock Incentive Plan--New Plan Benefits Table below.

The following table contains information regarding potential future payouts
pursuant to the 1993-1995 Long-Term Incentive Plan period under the Cash
Incentive Plans:

LONG-TERM INCENTIVE PLAN -
AWARDS IN LAST FISCAL YEAR

______________________________________________________________________________
| | | Estimated Future Payouts under |
| | | Non-Stock Price-Based Plan |
| | Three-Year | (Potential Payouts if Three-Year |
| | Performance | Average ROE Reaches Required Levels) |
| | Period Until | |
| | Maturation | Threshold Target Maximum |
| Name | or Payout | ($) ($) ($) |
| | | |
| | | |
| Darryl F. Allen | 1993 - 1995 | $ 56,267 $ 281,334 $ 562,668 |
| | | |
| | | |
| Howard M. Selland | 1993 - 1995 | 25,917 129,587 259,173 |
| | | |
| | | |
| James McKee | 1993 - 1995 | 25,917 129,587 259,173 |
| | | |
| | | |
| William R. Ammann | 1993 - 1995 | 16,633 83,165 166,330 |
| | | |
| | | |
| James E. Kline | 1993 - 1995 | 16,633 83,165 166,330 |
| | | |

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<PAGE>

Stock Option Plans

Key employees of TRINOVA and its subsidiaries are eligible to participate in
the TRINOVA Corporation 1987 Stock Option Plan (the "1987 Option Plan").
Under the 1987 Option Plan, options for TRINOVA's Common Shares are granted to
Board-approved participants. The option price is the fair market value on the
date of grant. The option period is set by the Board. Stock appreciation
rights ("SARs") may be granted in connection with options. Options granted
may be incentive stock options or non-qualified options. In addition, the
Board may grant options which do not require the payment of any option price
but which call for the transfer of shares to the optionee subject to
forfeiture if conditions prescribed by the Board are not satisfied. The Board
may, with the concurrence of the affected optionee, cancel any option granted
under the 1987 Option Plan. In the event of any such cancellation, the Board
may authorize the granting of new options (which may or may not cover the same
number of shares which had been the subject of any prior option) at such
option price and subject to the same terms and conditions as, under the 1987
Option Plan, would have been applicable had the canceled options not been
granted. Upon adoption, the 1987 Option Plan superseded the TRINOVA
Corporation 1982 Stock Option Plan (the "1982 Option Plan"); however, a number
of options that were granted under the 1982 Option Plan remain outstanding.
No SARs are outstanding under the 1987 Option Plan or the 1982 Option Plan.
The 1982 and 1987 Option Plans are proposed to be replaced by a new plan. See
Item 2 - Ratification and Separate Approval of the TRINOVA Corporation 1994
Stock Incentive Plan below. The following table contains information
concerning grants of stock options made during the last completed fiscal year
to each of the named executive officers of TRINOVA:

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<PAGE>

<TABLE>

<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR(1)

<FN>

(1) The options shown in this table were granted on May 27, 1993, under the
TRINOVA Corporation 1987 Stock Option Plan. The options become exercisable
on May 27, 1994, and expire on May 26, 2003.

(2) The exercise price of $29.375 was the closing price of TRINOVA Common
Shares on the New York Stock Exchange - Composite Transactions list on the
grant date of May 27, 1993.

(3) The potential realizable value for all shareholders reflects the increase
in value of all outstanding shares (28,405,880 as of December 31, 1993) based
on a beginning price of $29.375 and assuming annual rates of stock appreciation
of 5 percent and 10 percent, respectively, over a period of 10 years.

</TABLE>

-14-
<PAGE>

The following table contains information concerning exercise of stock options
during the last completed fiscal year by each of the named executive officers
of TRINOVA, and the fiscal year-end value of unexercised options held by such
executive officers:

<TABLE>

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)

<S> <C> <C> <C> <C>
______________________________________________________________________________________________________________________
| | | | | |
| | | | Number of | Value of Unexercised |
| | | | Unexercised Options at | In-the-Money Options at |
| | | | Fiscal Year-End | Fiscal Year-End |
| | Shares Acquired | | (#) | ($) |
| | on Exercise | Value Realized | | |
| Name | (#) | ($) |Exercisable Unexercisable(2)|Exercisable Unexercisable|
| | | | | |
| | | | | |
| Darryl F. Allen | 36,777 | $ 479,644 | 237,000 30,000 | $ 1,092,640 $ 60,000 |
| | | | | |
| | | | | |
| Howard M. Selland | 0 | 0 | 132,500 17,500 | 609,145 35,000 |
| | | | | |
| | | | | |
| James McKee | 58,970 | 321,039 | 54,030 15,000 | 168,276 30,000 |
| | | | | |
| | | | | |
| William R. Ammann | 6,000 | 51,750 | 86,500 10,000 | 366,880 20,000 |
| | | | | |
| | | | | |
| James E. Kline | 24,000 | 137,750 | 27,500 10,000 | 105,313 20,000 |
| | | | | |

<FN>

(1) The options shown in this table were granted under the TRINOVA Corporation
1982 and 1987 Stock Option Plans.

(2) Options become exercisable May 27, 1994.

</TABLE>

-15-
<PAGE>

TRINOVA Stock Performance Graph

The following graph compares the yearly cumulative total shareholder return on
TRINOVA Common Shares with the cumulative total return of the Standard &
Poor's Manufacturing (Diversified Industrials) Index and the cumulative total
return for the Standard & Poor's 500 Stock Index, assuming reinvestment of
dividends, during the period from December 31, 1988 to December 31, 1993:

Comparison of Five-Year Cumulative Total
Return among TRINOVA Corporation, S&P Manufacturing
(Diversified Industrials) Index and S&P 500 Index (1)

S&P Manufacturing
Measurement Period TRINOVA (Diversified Indus-
(Fiscal Year Covered) Corporation trials) Index(2) S&P 500 Index

Measurement Pt-12/31/88$100 $100 $100

FYE 12/31/89 $ 91 $112 $132
FYE 12/31/90 $ 70 $111 $128
FYE 12/31/91 $ 78 $136 $166
FYE 12/31/92 $ 87 $147 $179
FYE 12/31/93 $131 $179 $197

________________

(1) This graph assumes a $100 investment in each of TRINOVA Corporation Common
Stock, the S&P Manufacturing (Diversified Industrials) Index and the S&P 500
Index.

(2) The S&P Manufacturing (Diversified Industrials) Index includes the
following companies: Crane Co.; Dover Corporation; Illinois Tool Works Inc.;
The Interlake Corporation; Johnson Controls, Inc.; Millipore Corporation;
NACCO Industries, Inc. 'A'; Pall Corporation; Parker Hannifin Corporation; The
Timken Company; TRINOVA Corporation; and Tyco Laboratories, Inc.

Board Compensation Committee
Report on Executive Compensation

The executive compensation program is administered by the Organization and
Compensation Committee (the "Committee"), a committee of the Board of
Directors comprising the individuals listed below, all of whom are
non-employee directors. The Committee makes recommendations to the full Board
with respect to compensation matters for TRINOVA's executives. The Committee
strives to balance short- and long-term objectives in establishing performance
criteria, evaluating performance and determining actual awards.

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<PAGE>

Compensation Philosophy

The executive compensation program supports the TRINOVA mission by linking
compensation to business performance and profitability. This linkage is
achieved through the design of incentive plans which focus on the return on
net assets (RONA), return on shareholders' equity (ROE) and the attainment of
individual goals.

The current executive compensation program consists of a salary which is
targeted to the 50th percentile of similarly sized industrial companies,
annual and long-term incentive opportunities, and stock options. As an
executive's level of responsibility increases, a greater portion of the total
compensation opportunity is contingent on improving TRINOVA's performance and
a lesser portion on salary. For the five executive officers named in the
Summary Compensation Table, more than half of their total compensation
opportunity is contingent on TRINOVA's financial results and on growth in the
market value of TRINOVA common stock.

Periodically, a consulting firm compares TRINOVA's financial results and
compensation practices to a peer group of companies which are generally
similar in sales volume and market diversity. The review helps management
assure that TRINOVA's overall compensation program is competitive and
consistent with its compensation philosophy. There are currently 18 companies
in the peer group, which is subject to occasional change as a result of
mergers, acquisitions or other business considerations. The peer group
includes five of the 12 companies in the S&P Manufacturing (Diversified
Industrials) Index presented in the performance graph.

Salaries

The Board of Directors, acting on the recommendation of the Organization and
Compensation Committee, approves salaries of executive management. Executive
salaries are competitive with median salaries paid by comparable industrial
companies. There were no general salary increases during the last three years
granted to the executive officers named in the Summary Compensation Tables;
individual increases during these years varied in length of time since the
previous increase and in the amount and reflect the Board's judgment of the
managerial skills and leadership of the individuals. Salaries of executive
management also take into account business results with an emphasis on
tactical progress toward achieving strategic objectives.

Annual Executive Incentive Plan

Annual Executive Incentive Plan payouts are based on meeting Board-approved
RONA goals. At the start of each year annual RONA goals are set at levels
which, if achieved, will result in total cash compensation to the executives
that is consistent with TRINOVA's compensation philosophy. The payout
schedule is accelerated at 50 percent of goal, thereby increasing the award
opportunity as the level of performance increases.

No award payouts were generated from the Annual Executive Incentive Plan for
fiscal year 1991 because RONA performance did not meet the payout thresholds
established by the Board. In 1992 and 1993, RONA threshold performance levels
were exceeded in certain businesses. Accordingly, the Committee approved the
awards shown in the Summary Compensation Table.

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<PAGE>

The Long-Term Incentive Plan

The purpose of the Long-Term Incentive Plan is to focus TRINOVA's executive
management team on increasing the value of the shareholders' investment. Each
year a new three-year Long-Term Incentive Plan is approved by the Board.

The Long-Term Incentive Plan requires the three-year average ROE to meet a
threshold level before any award is made. The performance threshold is
regarded by the Committee as challenging when compared with the recent ROE
results of TRINOVA and other industrial companies.

As reported in the Summary Compensation Table, there has been no award payout
from the plan for Mr. Allen or any of the participants in 1991, 1992 and 1993,
because the threshold performance levels were not achieved.

Stock Options

The 1987 Option Plan and the proposed 1994 Stock Incentive Plan are designed
to align the executive's financial interests with those of the shareholders by
encouraging key executives to acquire and hold a growing ownership stake in
TRINOVA. Share ownership guidelines have been established whereby executives
are expected to accumulate and own a specified number of shares over time.

The Committee has annually granted median competitive levels of non-qualified,
10-year term stock options to executive officers and selected key employees.
The Committee recommends action to the full Board regarding the type, size and
terms of stock option grants. Stock options were awarded at fair market value
so that future value arises only when the TRINOVA stock price increases above
the exercise price. The Committee does not permit repricing of options which
may fall below the initial exercise price. In selecting recipients and in
determining the size of the grant, the Committee does not use any single
formula, but considers the potential and performance of the recipient, grants
made in prior years and options which remain outstanding.

CEO Compensation

The potential value of Mr. Allen's total compensation package has been
structured to pay-for-performance by placing a high degree of compensation at
risk. Mr. Allen's salary was increased in June 1993, from an annual rate of
$515,000 to $550,000; his prior salary had been in effect for two years. In
adjusting his salary, the Committee recognized that during 1993, TRINOVA
continued to reduce its costs and make significant improvements in operating
profitability.

Mr. Allen was awarded $190,000 from the 1993 Annual Executive Incentive Plan
based on RONA goals which were approved by the Committee at the start of the
year. The 1993 award represented an increase over 1992, reflecting improved
RONA performance. He received no payout from the 1991-1993 Long-Term
Incentive Plan because the average three-year ROE performance threshold
established in 1991 was not achieved. Mr. Allen was awarded 30,000
non-qualified stock options at $29.375 per share which was the New York Stock
Exchange closing price of TRINOVA Common Shares on date of award. The stock
options have a 10-year term. The number of stock options awarded is in line
with the average award level of comparably sized industrial companies. In
making its award, the Committee takes into consideration current stock
holdings and previous stock option awards, as well as unexercised shares.

-18-
<PAGE>

Compliance with Federal Tax Legislation

Federal tax legislation enacted in 1993, generally, would preclude TRINOVA and
other public companies from taking a tax deduction for compensation over $1
million which is not "performance-based" and is paid, or otherwise taxable, to
persons named in the Summary Compensation Table and employed by TRINOVA at the
end of the applicable tax year.

No named executive officer is likely to earn over $1 million in 1994. The
Committee intends to monitor the executive compensation program with respect
to the present federal tax law.

Organization and Compensation Committee

The executive compensation program has operated as designed, as described in
this report, and as evidenced by the accompanying tables and performance
graph. This report is submitted by the Organization and Compensation
Committee of TRINOVA's Board of Directors:

ROBERT H. SPILMAN DAVID R. GOODE
PURDY CRAWFORD PAUL A. ORMOND

Retirement Plans

TRINOVA maintains defined-contribution plans that are designed to provide
retirement benefits for executive officers and other covered employees. Under
these plans TRINOVA matches employee contributions up to specified limits and
also makes profit-sharing contributions. All covered employees receive a
minimum profit-sharing contribution of 1 percent of their annual compensation
up to the Social Security wage base and 1.5 percent of annual compensation in
excess of that base. Additional profit-sharing allocations depend on the
return on net assets achieved each year by TRINOVA or the operating company
that sponsors the particular plan. Under the terms of these plans, 25 percent
of all profit-sharing contributions are invested in TRINOVA Common Shares.
TRINOVA also maintains a Supplemental Benefit Plan for certain employees whose
benefits or contributions under qualified plans are limited by the Internal
Revenue Code.

In the past TRINOVA maintained active defined-benefit plans, which have been
amended to freeze the years of service for all participants. The plans'
formulas provide an annual pension benefit in the form of a life annuity to an
employee or his or her surviving spouse calculated by multiplying the number
of years of credited service by an amount equal to 1 percent of compensation
up to covered compensation for Social Security purposes plus 1.5 percent of
compensation in excess of that amount. The compensation covered by these
plans consists of salary and bonus. Estimated annual retirement benefits
payable under the present terms of these plans to Messrs. Allen, Ammann, McKee
and Selland who have vested benefits under these plans based upon 15.67,
23.75, 3.50 and 15.67 years of service, respectively, and the applicable
portion of the Supplemental Benefit Plan, assuming each continues in
employment with TRINOVA at his present rate of compensation until normal
retirement age, are $101,412, $88,382, $14,962 and $43,703, respectively.

Change in Control Agreements

TRINOVA has entered into agreements with Messrs. Allen, Ammann, Kline, McKee,
Selland and each of its other executive officers. These agreements are
designed primarily to aid in ensuring continued management in the event of an
actual or threatened change in control of TRINOVA (as defined in the

-19-
<PAGE>

agreements). The agreements provide that in the event an executive officer is
terminated by TRINOVA other than upon his death, disability or for cause (as
defined in the agreements) within four years after a change in control, he
would be entitled to: (i) a lump sum payment equal to two years' (or, if less,
the period until age 65) salary and short-term annual incentive compensation
(based upon an average of his highest compensation in two of the previous five
years); (ii) a contribution by TRINOVA to the executive's retirement savings
plan account in an amount equal to 9 percent of his average compensation (as
determined in clause (i) above); and (iii) continued participation in
TRINOVA's welfare-benefit plans for two years (or, if earlier, age 65). The
officer would also be entitled to receive the payments and benefits described
above if he resigned within a period between six months and two years
following a change in control for reasons set forth in the agreements relating
to changed circumstances.

________________________
ITEM 2. RATIFICATION AND SEPARATE APPROVAL OF THE TRINOVA CORPORATION
1994 STOCK INCENTIVE PLAN

General

The Board of Directors adopted the TRINOVA Corporation 1994 Stock Incentive
Plan (the "Stock Incentive Plan") on January 27, 1994, subject to approval by
the shareholders at the annual meeting to be held on April 21, 1994. If the
requisite approval is not obtained, no awards will be made under the Stock
Incentive Plan. The Stock Incentive Plan authorizes the granting of options
to purchase Common Shares ("Option Rights"), stock appreciation rights
("Appreciation Rights") and performance awards ("Performance Awards"). The
purpose of the Stock Incentive Plan is to promote the long-term success of
TRINOVA and increase shareholder value by providing officers and other
salaried employees of TRINOVA and its subsidiaries with incentive awards that
reward performance and continued service with TRINOVA. By encouraging such
employees through stock-based awards or award payments to become owners of the
Common Shares, it is intended that participants in the Stock Incentive Plan
will view TRINOVA from an ownership perspective. Additionally, TRINOVA
believes the Stock Incentive Plan will assist in attracting and retaining
persons of the highest caliber.

The Stock Incentive Plan will replace TRINOVA's 1982 and 1987 Stock Option
Plans (the "Option Plans"), under which no awards will be granted after the
Stock Incentive Plan is approved by the shareholders. The Stock Incentive
Plan is also intended to serve as the vehicle for settlement in Common Shares
of a portion of the awards that may be earned pursuant to Long-Term Incentive
Plan periods under the Cash Incentive Plans. See "New Benefit Plans Table"
below.

Summary of the Stock Incentive Plan

The terms applicable to these various types of awards, including those terms
that may be established by the Organization and Compensation Committee when
making or administering particular awards, are set forth in detail in the
Stock Incentive Plan. The following general description of certain features
of the Stock Incentive Plan is qualified in its entirety by reference to the
text of the Stock Incentive Plan, which is attached as Appendix A.

Shares Available under the Stock Incentive Plan Subject to adjustment as
provided in the Stock Incentive Plan, the number of Common Shares that may be
issued or transferred under the Stock Incentive Plan shall not in the
aggregate exceed 1,419,900 shares, which includes the 419,900 Common Shares

-20-
<PAGE>

that were available for grants under the Option Plans as of the date the Stock
Incentive Plan was approved by the Board of Directors. The aggregate number
of Common Shares that may be covered by Option Rights and Appreciation Rights
granted to any single individual under the Stock Incentive Plan may not exceed
200,000. Common Shares subject to an award under the Stock Incentive Plan
that expire, terminate or are canceled without exercise or vesting shall
thereafter be available for the grant of other awards. Further, in instances
where an Appreciation Right or Performance Award is settled in cash, the
Common Shares covered by such settlements will not be deemed issued or
transferred and shall remain available for issuance under the Stock Incentive
Plan. Likewise, the payment of cash dividends and dividend equivalents in
conjunction with outstanding awards will not be counted against the Common
Shares available for issuance. Common Shares delivered under the Stock
Incentive Plan may be shares of original issuance, treasury shares or a
combination thereof.

Administration The Stock Incentive Plan will be administered by the
Organization and Compensation Committee of the Board (the "Committee"). The
Committee will be composed of three or more members of the Board who are
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "1934 Act") or any successor rule. The Committee
will have full authority to interpret the Stock Incentive Plan and to adopt
such rules, regulations and guidelines for carrying out the Stock Incentive
Plan as it may deem necessary or proper. This authority includes, but is not
limited to, selecting award recipients; establishing all award terms,
conditions and restrictions; and determining the number of Common Shares
covered by each award. The Committee will also prescribe the forms of the
instruments evidencing any awards granted and make all determinations
necessary or desirable for the administration of the Stock Incentive Plan.
The Committee may provide for the acceleration of vesting of any award in the
event of a change in control of TRINOVA or any other similar transaction or
event. In no event, however, shall the Committee have the authority, without
approval by the shareholders of TRINOVA, to cancel outstanding Option Rights
or Appreciation Rights for the purpose of replacing or regranting such Option
Rights or Appreciation Rights with Option Rights or Appreciation Rights with a
purchase price that is less than the purchase price of the original Option
Right or Appreciation Right.

The Committee may make grants to participants under any or a combination of
all of the various categories of awards that are authorized under the Stock
Incentive Plan and may provide for special terms for awards to participants
who either are foreign nationals or are employed by TRINOVA or any of its
subsidiaries outside of the United States of America, as the Committee may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom.

Eligibility Any salaried employee of TRINOVA may be selected by the Committee
to receive benefits under the Stock Incentive Plan. For this purpose,
"TRINOVA" includes any entity that is directly or indirectly controlled by
TRINOVA or in which TRINOVA has a significant equity interest, as determined
by the Committee. Approximately 5,430 officers and other salaried employees
of TRINOVA and its subsidiaries would be eligible to be considered for
participation in the Stock Incentive Plan.

Option Rights The Committee may grant Option Rights that entitle the optionee
to purchase Common Shares at a price equal to or greater than fair market
value on the date of grant except that, if Option Rights are granted
retroactively in tandem with or as a substitute for Appreciation Rights, the
exercise price may be no lower than the fair market value of a Common Share on

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<PAGE>

the date the Appreciation Rights were granted. This exception makes it
possible for the Committee, with the consent of a holder of Appreciation
Rights awarded under the Stock Incentive Plan, to replace them with Option
Rights having an equivalent value. The market value of one Common Share was
$38.125 on February 22, 1994, which was the closing price of the Common Shares
on the New York Stock Exchange on that date.

The option price is payable in cash or by such other method as may be
permitted by the Committee, including, but not limited to, (i) tendering
(either actually or constructively by attestation) Common Shares; (ii)
surrendering an award valued at fair market value on the date of surrender; or
(iii) any combination of the foregoing. Any grant may provide for deferred
payment of the option price from the proceeds of sale through a third party of
some or all of the Common Shares to which the exercise relates. The Committee
has the authority to specify at the time Option Rights are granted that Common
Shares will not be accepted in payment of the option price until they have
been owned by the optionee for a specified period; however, the Stock
Incentive Plan does not require any such holding period and would permit
immediate sequential exchanges of Common Shares at the time of exercise of
Option Rights.

Option Rights granted under the Stock Incentive Plan may be Option Rights that
are intended to qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986 (the "Code") or Option Rights
that are not intended to so qualify. At or after the date of grant of any
non-qualified Option Rights, the Committee may provide for the payment of
dividends or dividend equivalents to the optionee. Such dividends or dividend
equivalents may be paid currently or may be credited to a participant's
account. Any crediting of dividends or dividend equivalents may be subject to
such restrictions and conditions as the Committee may establish, including
reinvestment in additional Common Shares or share equivalents which are also
subject to award contingencies.

Option Rights may be granted with any period of duration. Any grant may
specify a period of continuous employment with TRINOVA or any subsidiary that
is necessary before the Option Rights will become exercisable. Subject to the
maximum limitation on grants to any individual mentioned above, successive
grants may be made to the same optionee regardless of whether Option Rights
previously granted to him or her remain unexercised.

Appreciation Rights An Appreciation Right represents a right to receive a
payment, in cash or Common Shares, equal to the excess of the fair market
value of a specified number of Common Shares on the date the Appreciation
Right is exercised over the fair market value on the date the Appreciation
Right was granted. However, if an Appreciation Right is granted retroactively
in tandem with or as a substitution for an Option Right, the designated fair
market value in the applicable award agreement may be no lower than the fair
market value of a Common Share on the date such Option Right was granted.
Appreciation Rights granted under the Stock Incentive Plan may either be
freestanding Appreciation Rights or may be granted in tandem with Option
Rights. As in the case of Option Rights, the Committee may provide with
respect to any grant of Appreciation Rights for the payment of dividends or
dividend equivalents in cash or Common Shares.

Performance Awards A Performance Award is a right to receive a future payment
contingent on both continuous service with TRINOVA and the achievement of pre-
established goals. The performance measures to be used for performance awards
shall be limited to one or more of the following: return on shareholders'
equity, return on assets, shareholder returns, profit margin and earnings per

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<PAGE>

share. Notwithstanding the foregoing, in the event the Committee determines
that a single predetermined performance measure is required for awards to
qualify for the "performance-based" exception under Section 162(m) of the
Code, the performance measure that shall be used will be return on
shareholders' equity. A performance period will cover a minimum period of 12
fiscal quarters or such longer period as may be determined by the Committee.
A Performance Award may be denominated in Common Shares or in cash or share
units. No single individual may receive a payment of more than $800,000 for
any single performance period. Subject to such maximum amount, the amounts
that may be earned by a participant receiving a Performance Award may vary in
accordance with the level of achievement of the applicable performance
goal(s). Performance periods may overlap one another, and a participant may
simultaneously hold awards covering overlapping periods with different
performance goals for different performance measures. As determined by the
Committee, performance awards may be settled in cash, Common Shares or a
combination of both. As mentioned above, it is presently contemplated that,
among other things, Common Shares available under the Stock Incentive Plan
will be used as the form of payment for a portion of the amounts that may be
earned under outstanding long-term performance awards previously made pursuant
to Long-Term Incentive Plan periods under the Cash Incentive Plans.

As in the case of other awards, the Committee may provide that any Performance
Awards earn dividends or dividend equivalents payable in cash or Common
Shares.

Settlements and Deferrals Payment of awards under the Stock Incentive Plan
may be in the form of cash, Common Shares, other awards or combinations
thereof, as the Committee may determine, and any such payment may be subject
to such terms, conditions and restrictions as the Committee may impose. The
Committee also may require or permit participants to elect to defer the
issuance of Common Shares or the settlement of awards in cash under such rules
and procedures as it may establish under the Stock Incentive Plan. The
Committee also may provide that deferred settlements include the payment or
crediting of interest on the deferral amounts, or the payment or crediting of
dividend equivalents where the deferral amounts are denominated in Common
Shares.

Transferability Awards granted under the Stock Incentive Plan may not be
transferable or assignable other than by will or the laws of descent and
distribution, and options and SARs may be exercised during an employee's
lifetime only by the employee or his or her legal representative. However, if
Rule 16b-3 under the 1934 Act as in effect on and after May 1, 1991 shall
become applicable to the Plan, the Committee may provide for the
transferability of particular awards: (i) by gift or other transfer of an
award to (a) any trust or estate in which the original award recipient or such
person's spouse or other immediate relative has a substantial beneficial
interest or (b) a spouse or other immediate relative; and (ii) pursuant to a
qualified domestic relations order (as defined by the Code).

Adjustments The Committee is required under the Stock Incentive Plan to make
or provide for such adjustments in the price and in the number and kind of
Common Shares covered by outstanding awards or available for awards pursuant
to the Stock Incentive Plan as such Committee in its sole discretion,
exercised in good faith, may determine is equitably required to prevent
dilution or enlargement of the rights of participants that would otherwise
result from (i) any stock dividend, stock split, combination of shares,
issuance of rights or warrants to purchase stock, recapitalization or other
change in the capital structure of TRINOVA; (ii) any merger, consolidation,
separation, reorganization, or partial or complete liquidation; or (iii) any
other corporate transaction or event having an effect similar to any of the

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foregoing. Further, in the event of a spin-off, extraordinary dividend or
other distribution to shareholders, or similar transaction, the Committee may
also make such adjustments in outstanding awards as it deems appropriate.

If another corporation is merged into TRINOVA or TRINOVA otherwise acquires
another corporation, the Committee may elect to assume under the Stock
Incentive Plan any or all outstanding stock options or other awards granted by
such corporation under any stock option or other plan adopted by it prior to
such acquisition. Such assumptions will be on such terms and conditions as
the Committee may determine except that the awards as so assumed may not
contain any terms, conditions or rights that are inconsistent with the terms
of the Stock Incentive Plan. Unless otherwise determined by the Committee,
such awards will not be taken into account for purposes of the limitations
described above that are contained in the Stock Incentive Plan.

Amendments and Termination The Committee may at any time amend or terminate
the Stock Incentive Plan, provided that approval by the shareholders of
TRINOVA shall be required for any amendment which would, in the absence of
such shareholder approval, (i) cause transactions under the Plan to cease to
qualify as exempt transactions under either Rule 16b-3 of the 1934 Act or any
successor rule, or (ii) increase the maximum number of shares subject to the
Plan. Unless terminated earlier, the Stock Incentive Plan will terminate on
April 21, 1999.

New Plan Benefits Table

Owing to the discretion to be exercised by the Committee in administering the
Stock Incentive Plan, it is not possible to determine in advance how the
several types of awards authorized under the Stock Incentive Plan will be
allocated among eligible salaried employees. However, as discussed above, it
is presently contemplated that the Stock Incentive Plan will, among other
things, serve as the vehicle for converting a portion of the awards previously
made pursuant to Long-Term Incentive Plan periods under the existing Cash
Incentive Plans, which provide for payment in cash, into awards payable in
Common Shares. Accordingly, set forth in the table below are the dollar value
and the number of Common Shares that would be paid under the Stock Incentive
Plan to the specified individuals and groups if all awards presently
outstanding under the Long-Term Incentive Plans, which are the parts of the
Cash Incentive Plans that operate on a three-year cycle, were earned and paid
at the maximum level under the Cash Incentive Plans during the years 1994,
1995 and 1996 and 60 percent of the value of each award were paid in the form
of Common Shares (valued at $38.125 per share). It should be noted that only
part or none of the performance-based awards presently outstanding under the
Cash Incentive Plans, which were previously approved by shareholders, may in
fact be so earned and paid out.

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Name and Position Dollar Value ($) Number of Shares

Darryl F. Allen $ 1,013,309 26,579
Chairman of the Board,
President and Chief
Executive Officer of TRINOVA

Howard M. Selland 467,485 12,262
Executive Vice President of
TRINOVA and President of
Aeroquip Corporation

James McKee 467,485 12,262
Executive Vice President of
TRINOVA and President of
Vickers, Incorporated

William R. Ammann 300,405 7,879
Vice President - Administration
and Treasurer of TRINOVA

James E. Kline 300,405 7,879
Vice President and
General Counsel of TRINOVA

All current executive officers 3,147,427 82,555
as a group

All current employees, including
all current officers who are not
executive officers, as a group 5,092,185 133,566

Federal Income Tax Consequences

The following is a brief summary of certain of the federal income tax
consequences of certain transactions under the Stock Incentive Plan based on
federal income tax laws in effect on January 1, 1994. This summary is not
intended to be exhaustive and does not describe state or local tax
consequences.

Tax Consequences to Participants

Non-qualified Option Rights In general: (i) no income will be recognized by
an optionee at the time a non-qualified Option Right is granted; (ii) at the
time of exercise of a non-qualified Option Right, ordinary income will be
recognized by the optionee in an amount equal to the difference between the
option price paid for the shares and the fair market value of the shares if
they are non-restricted on the date of exercise; and (iii) at the time of sale
of shares acquired pursuant to the exercise of a non-qualified Option Right,
any appreciation (or depreciation) in the value of the shares after the date
of exercise will be treated as either short-term or long-term capital gain (or
loss) depending on how long the shares have been held.

Incentive Stock Options No income generally will be recognized by an optionee
upon the grant or exercise of an incentive stock option. If Common Shares are
issued to an optionee pursuant to the exercise of an incentive stock option
and no disqualifying disposition of the shares is made by the optionee within
two years after the date of grant or within one year after the transfer of the

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shares to the optionee, then upon the sale of the shares any amount realized
in excess of the option price will be taxed to the optionee as long-term
capital gain and any loss sustained will be a long-term capital loss.

If Common Shares acquired upon the exercise of an incentive stock option are
disposed of prior to the expiration of either holding period described above,
the optionee generally will recognize ordinary income in the year of
disposition in an amount equal to any excess of the fair market value of the
shares at the time of exercise (or, if less, the amount realized on the
disposition of the shares in the sale or exchange) over the option price paid
for the shares. Any further gain (or loss) realized by the optionee generally
will be taxed as short-term or long-term capital gain (or loss) depending on
the holding period.

Appreciation Rights No income will be recognized by a participant in
connection with the grant of an Appreciation Right. When the Appreciation
Right is exercised, the participant normally will be required to include as
taxable ordinary income in the year of exercise an amount equal to the amount
of any cash, and the fair market value of any non-restricted shares of Common
Shares, received pursuant to the exercise.

Performance Awards No income generally will be recognized upon the grant of
Performance Awards. Upon payment in respect of the earn-out of Performance
Awards, the recipient generally will be required to include as taxable
ordinary income in the year of receipt an amount equal to the amount of cash
received and the fair market value of any non-restricted Common Shares
received.

Special Rules Applicable to Officers In limited circumstances where the sale
of stock that is received as the result of a grant of an award could subject
an officer to suit under Section 16(b) of the 1934 Act, the tax consequences
to the officer may differ from the tax consequences described above. In these
circumstances, unless a special election has been made, the principal
difference usually will be to postpone valuation and taxation of the stock
received so long as the sale of the stock received could subject the officer
to suit under Section 16(b) of the 1934 Act, but no longer than six months.

Tax Consequences to TRINOVA or Subsidiary

To the extent that a participant recognizes ordinary income in the
circumstances described above, TRINOVA or the subsidiary for which the
participant performs services will be entitled to a corresponding deduction
provided that, among other things, (i) the income meets the test of
reasonableness, is an ordinary and necessary business expense, is not an
"excess parachute payment" within the meaning of Section 280G of the Code, and
is not disallowed by the $1 million limitation on certain executive
compensation and (ii) any applicable withholding obligations are satisfied. If
the Stock Incentive Plan is approved by shareholders, awards may be structured
so as to qualify as "performance-based" compensation that is not subject to
the $1 million limitation on executive compensation.

Recommendation

The Board of Directors believes that the approval of the Stock Incentive Plan
is in the best interest of TRINOVA and the shareholders because the Stock
Incentive Plan will enable TRINOVA to provide competitive equity incentives to
officers and other salaried employees to enhance the profitability of TRINOVA
and increase shareholder value.

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The Board of Directors recommends a vote FOR approval of the TRINOVA
Corporation 1994 Stock Incentive Plan.

________________________
ITEM 3. APPROVAL OF INDEPENDENT AUDITORS

The Board of Directors has employed the firm of Ernst & Young, Certified
Public Accountants, as the independent auditors for TRINOVA for the year 1994,
and recommends ratification of this action at the annual meeting of
shareholders. If the employment of Ernst & Young is not ratified, the Board
will consider the appointment of other auditors.

Representatives of Ernst & Young will be present at the meeting to make a
statement if they desire to do so and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL
RATIFYING THE EMPLOYMENT OF ERNST & YOUNG AS TRINOVA'S INDEPENDENT AUDITORS
FOR 1994.

By Order of the Board of Directors,

/S/ JAMES M. OATHOUT
James M. Oathout
Secretary

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APPENDIX A

TRINOVA CORPORATION

1994 STOCK INCENTIVE PLAN

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1. Purpose. The purpose of the TRINOVA Corporation 1994 Stock
Incentive Plan (the "Plan") is to promote the long-term success of TRINOVA
Corporation ("TRINOVA") and increase shareholder value by providing officers
and other salaried employees of TRINOVA and its subsidiaries with incentive
awards that reward performance and continued service with TRINOVA. By
encouraging such employees through stock-based awards or award payments to
become owners of the Common Shares of the par value of $5 per share ("Common
Shares") of TRINOVA, it is intended that Plan participants will view TRINOVA
from an ownership perspective. Additionally, TRINOVA believes the Plan will
assist in attracting and retaining persons of the highest caliber.

2. Effective Dates. The Plan shall become effective upon approval by
the shareholders of TRINOVA and shall remain effective until the fifth
anniversary of such approval or earlier termination by TRINOVA's Board of
Directors (the "Board").

3. Administration of the Plan. The Plan shall be administered by a
committee appointed by the Board (the "Committee"). The Committee shall be
composed of three or more members of the Board who are "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934
(the "1934 Act") or any successor rule. The Committee shall have full
authority to interpret the Plan and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or proper. This
authority shall include, but is not limited to, selecting award recipients;
establishing all award terms, conditions and restrictions; and determining the
number of Common Shares covered by each award. The Committee shall also
prescribe the forms of the instruments evidencing any awards granted and make
all determinations necessary or desirable for the administration of the Plan.
The Committee may provide for the acceleration of vesting of any award in the
event of a change in control of TRINOVA or other similar transaction or event.
In no event, however, shall the Committee have the authority, without approval
by the shareholders of TRINOVA, to cancel outstanding stock options or stock
appreciation rights ("SARs") for the purpose of replacing or regranting such
stock options or SARs with stock options or SARs with a purchase price that is
less than the purchase price of the original option or SAR.

4. Eligibility. Any salaried employee of TRINOVA may be eligible to
receive one or more awards under the Plan. "Employee" shall also include any
former salaried employee of TRINOVA eligible to receive an assumed or
replacement award or award settlement as contemplated in Sections 7 and 9 of
the Plan, and "TRINOVA" includes any entity that is directly or indirectly
controlled by TRINOVA or any entity in which TRINOVA has a significant equity
interest, as may be determined by the Committee.

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5. Common Shares Available for Awards. Subject to the provisions of
Section 12, the aggregate number of Common Shares that may be issued or
transferred under this Plan shall be 1 million shares plus the aggregate
number of shares available for grants under TRINOVA's 1982 Stock Option Plan
and 1987 Stock Option Plan (the "Prior Plans") as of the date this Plan is
approved by the Board. The aggregate number of Common Shares that may be
covered by stock options and SARs granted to any single individual under the
Plan shall not exceed 200,000. Common Shares subject to an award under the
Plan that expires, terminates or is canceled without exercise or vesting shall
thereafter be available for the grant of new awards other than incentive stock
options intended to comply with Section 422 of the Internal Revenue Code (the
"Code"). Further, in instances where an SAR or other award is settled in
cash, the Common Shares covered by such settlements shall not be deemed issued
or transferred and shall remain available for issuance under the Plan.
Likewise, the payment of cash dividends and dividend equivalents paid in cash
in conjunction with outstanding awards shall not be counted against the Common
Shares available for issuance.

Any Common Shares delivered under the Plan may consist of authorized and
unissued shares or treasury shares, and no fractional shares shall be issued
or transferred under the Plan. Cash may be paid in lieu of any fractional
shares in settlement of awards under the Plan.

6. Fair Market Value. "Fair Market Value" for all purposes under the
Plan shall mean the closing price of a Common Share as reported under "NYSE
Composite Transactions" in THE WALL STREET JOURNAL, or similar readily
available public source, for the date in question. If no sales of shares were
made on such date, the closing price of a share as reported for the preceding
day on which sales of Common Shares were made shall be used.

7. Awards. The Committee shall determine the type or types of
award(s) to be made to each participant. Awards may be granted singly, in
combination or in tandem. Subject to Section 3 of the Plan, awards also may
be made in combination or in tandem with, in replacement of, as alternatives
to, or as the payment form for grants or rights under any other employee or
compensation plan of TRINOVA, including the Prior Plans or the plan of any
acquired entity. The types of awards that may be granted under the Plan are:

(a) Stock Options -- A grant of a right to purchase a
specified number of Common Shares during a
specified period as determined by the Committee.
The purchase price per Common Share for each stock
option shall be not less than 100 percent of Fair
Market Value on the date of grant, except that, if
a stock option is granted retroactively in tandem
with or as a substitution for a SAR, the exercise
price may be no lower than the Fair Market Value of
a Common Share on the date the SAR was granted. A
stock option may be in the form of an incentive
stock option which, in addition to being subject to
applicable terms, conditions and limitations
established by the Committee, complies with Section
422 of the Code. The price at which a Common Share
may be purchased under a stock option shall be paid
in cash or by such other method as may be permitted
by the Committee, including, but not limited to,
(i) tendering (either actually or constructively by
attestation) Common Shares; (ii) surrendering an
award valued at Fair Market Value on the date of

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surrender; or (iii) any combination of the
foregoing. Any option may provide for deferred
payment of the option price from the proceeds of
sale through a third party of some or all of the
Common Shares to which the option relates.

(b) SARs -- A right to receive a payment, in cash
and/or Common Shares, equal to the excess of the
Fair Market Value of a specified number of Common
Shares on the date the SAR is exercised over the
Fair Market Value on the date the SAR was granted
as set forth in the applicable award agreement,
except that, if a SAR is granted retroactively in
tandem with or as a substitution for a stock
option, the designated Fair Market Value in the
applicable award agreement may be no lower than the
Fair Market Value of a Common Share on the date
such stock option was granted.

(c) Performance Awards -- A right to receive a future
payment contingent on both continuous service with
TRINOVA and the achievement of pre-established
goals. The performance measures to be used for
performance awards shall be limited to one or more
of the following: return on shareholders' equity,
return on assets, shareholder returns, profit
margin and earnings per share. Notwithstanding the
foregoing, in the event that the Committee
determines that a single predetermined performance
measure is required for awards to qualify for the
"performance-based" exception under Section 162(m)
of the Code, the performance measure that shall be
used will be return on shareholders' equity. A
performance period will cover a minimum period of
twelve (12) fiscal quarters or such longer period
as may be determined by the Committee. A
performance award may be made in Common Shares or
denominated in cash or share units; provided,
however, that any single individual may not receive
a payment of more than $800,000 for any single
performance period. Subject to such maximum
amounts, the amounts that may be earned by a
participant receiving a performance award may vary
in accordance with the level of achievement of the
applicable performance goals. Performance periods
may overlap one another, and a participant may
simultaneously hold awards covering overlapping
periods with different performance goals for
different performance measures. As determined by
the Committee, performance awards may be settled in
cash, Common Shares or a combination of both.
Common Shares available under the Plan pursuant to
Section 5 may, among other things, be used as the
form of payment for long-term performance awards
under TRINOVA's 1984 Incentive Compensation Plan,
including, but not limited to, awards which are
outstanding as of the date this Plan becomes
effective.

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8. Dividends and Dividend Equivalents. The Committee may provide
that any awards under the Plan earn dividends or dividend equivalents. Such
dividends or dividend equivalents may be paid currently or may be credited to
a participant's account. Any crediting of dividends or dividend equivalents
may be subject to such restrictions and conditions as the Committee may
establish, including, but not limited to, reinvestment in additional Common
Shares or share equivalents which are also subject to award contingencies.

9. Settlements and Deferrals. Payment of awards may be in the form
of cash, Common Shares, other awards or combinations thereof, as the Committee
may determine, and any such payment may be subject to such terms, conditions
and restrictions as the Committee may impose. The Committee also may require
or permit participants to elect to defer the issuance of Common Shares or the
settlement of awards in cash under such rules and procedures as it may
establish under the Plan. The Committee also may provide that deferred
settlements include the payment or crediting of interest on the deferral
amounts, or the payment or crediting of dividend equivalents where the
deferral amounts are denominated in Common Shares.
and options and SARs may be exercised during an employee's lifetime only by
the employee or his or her legal representative. However, if Rule 16b-3 under
the 1934 Act as in effect on and after May 1, 1991 shall become applicable to
the Plan, the Committee may provide for the transferability of particular
awards
10. Non-transferability. Awards granted under the Plan shall not be
transferable or assignable other than by will or the laws of descent and
distribution, and options and SARs may be exercised during an employee's
lifetime only by the employee or his or her legal representative. However, if
Rule 16b-3 under the 1934 Act as in effect on and after May 1, 1991 shall
become applicable to the Plan, the Committee may provide for the
transferability of particular awards:

(a) by gift or other transfer of an award to (i) any
trust or estate in which the original award
recipient or such person's spouse or other
immediate relative has a substantial beneficial
interest or (ii) a spouse or other immediate
relative; and

(b) pursuant to a qualified domestic relations order
(as defined by the Code);

provided, however, that any award so transferred shall continue to be subject
to all the terms and conditions contained in the instrument evidencing such
award.

11. No Rights to Employment. Neither the Plan nor any award granted
under it shall alter the terms of employment for any participant or the right
of TRINOVA to terminate the employment of any participant.

12. Adjustments. The Committee shall make or provide for such
adjustments in the price and in the number and kind of Common Shares covered
by outstanding awards or available for awards in the aggregate or that may be
granted to any single individual pursuant to Section 5 of the Plan as the
Committee in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
participants that would otherwise result from (a) any stock dividend, stock
split, combination of shares, issuance of rights or warrants to purchase
stock, recapitalization or other change in the capital structure of TRINOVA;
(b) any merger, consolidation, separation, reorganization, or partial or
complete liquidation; or (c) any other corporate transaction or event having
an effect similar to any of the foregoing.

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Further, in the event of a spin-off, extraordinary dividend or other
distribution to shareholders, or similar transaction, the Committee may also
make such adjustments in outstanding awards as it deems appropriate.

If another corporation is merged into TRINOVA or TRINOVA otherwise acquires
another corporation, the Committee may elect to assume under this Plan any or
all outstanding stock options or other awards granted by such corporation
under any stock option or other plan adopted by it prior to such acquisition.
Such assumptions shall be on such terms and conditions as the Committee may
determine; provided, however, that the awards as so assumed do not contain any
terms, conditions or rights that are inconsistent with the terms of this Plan.
Unless otherwise determined by the Committee, such awards shall not be taken
into account for purposes of the limitations contained in Section 5 of this
Plan.

13. Tax Withholding. TRINOVA shall have the power and the right to
deduct or withhold or require participants to remit to it amounts sufficient
to satisfy federal, state and local taxes required by law to be withheld with
respect to any award, exercise, payment or other settlement made under or as a
result of the Plan. The Committee, in its sole discretion, shall promulgate
rules governing methods by which such requirements are to be satisfied,
including settling such obligation by the non-issuance, non-transfer or non-
delivery of Common Shares that are part of the award that gives rise to the
withholding requirement. The Committee may also provide for similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.

14. Foreign Participation. The Committee may provide for such special
terms for awards to participants who are foreign nationals, or who are
employed by TRINOVA or any subsidiary outside of the United States of America,
as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements or alternative
versions of, this Plan as it may consider necessary or appropriate for such
purposes without thereby affecting the terms of this Plan as in effect for any
other purpose; and the Secretary or any Assistant Secretary of TRINOVA is
authorized to certify the approval of any such supplements, amendments,
restatements or alternative versions as though they were approved by the
shareholders of TRINOVA; provided, however, that no such supplements,
amendments, restatements or alternative versions shall (a) increase the
limitations contained in Section 5 of this Plan or (b) cause this Plan to
cease to satisfy any conditions of Rule 16b-3 under the 1934 Act.

15. Amendment and Termination of the Plan. The Committee may at any
time amend or terminate the Plan, provided that approval by the shareholders
of TRINOVA shall be required for any amendment which would, in the absence of
such shareholder approval, (a) cause transactions under the Plan to cease to
qualify as exempt transactions under Rule 16b-3 of the 1934 Act or any
successor rule or (b), except as provided in Section 12, increase the maximum
number of shares available for awards under the Plan.

16. Other TRINOVA Benefit and Compensation Programs. Unless otherwise
specifically determined by the Committee, settlements of awards received by
participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or
benefits from any TRINOVA benefit plan, severance program or severance pay law
of any country. Further, TRINOVA may adopt other compensation programs, plans
or arrangements as it deems appropriate or necessary.

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17. Unfunded Plan. Unless otherwise determined by the Committee, the
Plan shall be unfunded and shall not create (or be construed to create) a
trust or a separate fund or funds. The Plan shall not establish any fiduciary
relationship between TRINOVA and any participant or other person. To the
extent any person holds any rights by virtue of an award granted under the
Plan, such rights (unless otherwise determined by the Committee) shall be no
greater than the rights of an unsecured general creditor of TRINOVA.

18. Rule 16b-3 Transition. The Plan is intended to comply with and be
subject to Rule 16b-3 as in effect prior to May 1, 1991. The Committee may at
any time elect that the Plan shall be subject to Rule 16b-3 as in effect on
and after May 1, 1991.

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APPENDIX B

GRAPHIC AND IMAGE MATERIAL

The paper copy of this Proxy Statement includes portrait
photographs of each director. The photographs appear on page 2 of the paper
copy and are referenced on pages 2-4 of the electronic copy.

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