1 EXHIBIT (4)-2a Aeroquip-Vickers, Inc. Medium-Term Notes Due Nine Months or More from Data of Issue U.S. DISTRIBUTION AGREEMENTDistribution Agreement • April 25th, 1997 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • New York
EXHIBIT 4.1 RIGHTS AGREEMENT Dated as of February 7, 1999 By and Between AEROQUIP-VICKERS, INC.Rights Agreement • December 22nd, 1998 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • Ohio
1 Exhibit (4)-1 Aeroquip-Vickers, Inc. Medium-Term Notes Due Nine Months or More from Date of Issue U.S. DISTRIBUTION AGREEMENTTerms Agreement • October 2nd, 1997 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • New York
January 30, 1999 First Chicago Trust Company of New York P.O. Box 2535, Suite 4693 Jersey City, New Jersey 07303-2535 Attention: John G. Herr Re: Amendment No. 1 to the Rights Agreement --------------------------------------- Dear Mr. Herr: Pursuant...Rights Agreement • February 5th, 1999 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • Ohio
Exhibit (99(i))-2 U.S. $175,000,000 CREDIT AGREEMENT Dated as of September 27, 1996Credit Agreement • November 14th, 1996 • Trinova Corp • Miscellaneous fabricated metal products • New York
2 3 3. Payment for the Securities shall be made to the Company or to its order by certified or official bank check or checks payable in, or by wire transfer of, immediately available funds at 10:00 A.M., New York City time, on the third (fourth if the...Underwriting Agreement • March 14th, 1996 • Trinova Corp • Miscellaneous fabricated metal products • New York
ii)(a) If the Executive has been employed by the Company for the last three full consecutive calendar years, the average of the two highest aggregate short-term annual incentive awards received by the Executive under the Incentive Compensation Plan...Change in Control Agreement • March 24th, 1998 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • Ohio
AEROQUIP-VICKERS, INC. 3000 Strayer Maumee, Ohio 43537-0050 January 30, 1999Rights Agreement • February 2nd, 1999 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • Ohio
1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 2nd, 1999 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • Ohio
STATEMENT OF AGREEMENT ----------------------First Supplemental Indenture • August 29th, 1997 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products
January 30, 1999 First Chicago Trust Company of New York P.O. Box 2535, Suite 4693 Jersey City, New Jersey 07303-2535 Attention: John G. Herr Re: Amendment No. 2 to the Rights Agreement --------------------------------------- Dear Mr. Herr: Pursuant...Aeroquip-Vickers Inc • February 5th, 1999 • Miscellaneous fabricated metal products • Ohio
andIndenture • August 29th, 1997 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • Ohio
EXHIBIT (10)-1 CHANGE-IN-CONTROL SEVERANCE AGREEMENT THIS AMENDED AND RESTATED CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this "Agreement") by and between AEROQUIP-VICKERS, INC., an Ohio corporation (the "Company"), and Darryl F. Allen (the "Executive"),...Control Severance Agreement • August 11th, 1998 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products • Ohio
January 30, 1999 First Chicago Trust Company of New York P.O. Box 2535, Suite 4693 Jersey City, New Jersey 07303-2535 Attention: John G. Herr Re: Amendment No. 2 to the Rights Agreement --------------------------------------- Dear Mr. Herr: Pursuant...Aeroquip-Vickers Inc • February 2nd, 1999 • Miscellaneous fabricated metal products • Ohio
EXHIBIT INDEX Exhibit Number Exhibit Page No. 4.1 Rights Agreement (including a Form of Incorporated herein Certificate of Adoption of Amendment as by Reference Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of...Exhibit Index • December 22nd, 1998 • Aeroquip-Vickers Inc • Miscellaneous fabricated metal products
Exhibit No. Page No. 3 Articles of Incorporation as amended April 17, 16 1997 4.1 Form of Distribution Agreement by and between Incorporated Morgan Stanley & Co., Incorporated, J. P. Morgan by Reference Securities, Inc. and Aeroquip- Vickers, Inc. to...Aeroquip-Vickers Inc • May 8th, 1997 • Miscellaneous fabricated metal products
Exhibit No. Page No. (2)-1 Asset Purchase Agreement, dated as of December 15, Incorporated 1995, between Cincinnati Milacron Inc. and by reference TRINOVA Corporation, filed as Exhibit (2)-1 to Form 8-K filed on January 16, 1996. (Schedules and...Trinova Corp • March 14th, 1996 • Miscellaneous fabricated metal products
INDEX TO EXHIBITS Exhibit Number Exhibit Page No. 4.1 Rights Agreement (including a Form of Certificate 5 of Adoption of Amendment as Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase Common Shares...Aeroquip-Vickers Inc • December 22nd, 1998 • Miscellaneous fabricated metal products
Exhibit No. Page No. (10)-1 Change-in-Control Severance Agreement for 21 Chief Executive Officer (10)-2 Change-in-Control Severance Agreement for 33 Executive Officers (the Agreements executed by the Company and various executive officers of the...Aeroquip-Vickers Inc • August 11th, 1998 • Miscellaneous fabricated metal products
