Exhibit (10)(d)* to Report
on Form 10-K for Fiscal
Year Ended June 30, 1999
by Parker-Hannifin Corporation
Exchange Agreement entered into as of May 11, 1999 between the Registrant and Duane E. Collins including an
Executive Estate Protection Plan comprised of the Executive Estate Protection Agreement entered into by the
Registrant, Duane E. Collins and The Duane E. Collins Irrevocable Trust dated 5/10/99 (the "Trust"), the
Collateral Assignment between the Registrant and the Trust and the "as sold" illustration of an Executive Estate
Protection Plan Insurance Policy.
*Numbered in accordance with Item 601 of Regulation S-K.
THIS AGREEMENT (this "Agreement") is entered into as of May 11, 1999 between Parker- Hannifin
Corporation ("Parker"), and Duane E. Collins (the "Participant").
A. The Participant, as a participant in the Parker-Hannifin Corporation Long Term Incentive Plan ("LTIP")
received 38,633 shares of restricted Parker stock (the "Restricted Shares") which are scheduled to vest on
August 21, 1999 pursuant to the terms of the LTIP.
B. However, pursuant to the terms of the LTIP, the vesting of the Restricted Shares will be delayed due to the
application of Section 162(m) of the Internal Revenue Code (the "Code"), which limits the deductibility by Parker
of Participant's compensation to $1,000,000 per year.
C. The Participant and Parker mutually desire to resolve the issues resulting from such delayed vesting. Parker
has offered the Participant certain benefits under an Executive Estate Protection Agreement in exchange for the
surrender by the Participant of the Restricted Shares to Parker.
D. The Participant desires to surrender all of the Restricted Shares in order to induce Parker to enter into the
Executive Estate Protection Agreement.
E. The Restricted Shares will become treasury shares of Parker and will be utilized by Parker to meet its
obligations under various stock-based compensation plans. Parker will also recognize