Exhibit (10)(c)* to Report
on Form 10-K for Fiscal
Year Ended June 30, 2000
by Parker-Hannifin Corporation
Form of Indemnification Agreement entered into by the Registrant and its directors and executive officers.
*Numbered in accordance with Item 601 of Regulation S-K.
This Indemnification Agreement ("Agreement") is made as of the ____ day of ______, 200__, by and between
Parker-Hannifin Corporation, an Ohio corporation (the "Company"), and _________________ (the
"Indemnitee"), a Director of the Company.
A. The Indemnitee is presently serving as a Director of the Company and the Company desires the Indemnitee to
continue in that capacity. The Indemnitee is willing, subject to certain conditions including without limitation the
execution and performance of this Agreement by the Company, to continue in that capacity.
B. In addition to the indemnification to which the Indemnitee is entitled under the Regulations of the Company
(the "Regulations"), the Company has obtained, as its sole expense, insurance protecting the Company and its
officers and directors including the Indemnitee against certain losses arising out of actual or threatened actions,
suits, or proceedings to which such persons may be made or threatened to be made parties. However, as a result
of circumstances having no relation to, and beyond the control of, the Company and the Indemnitee, the scope of
that insurance has been reduced and there can be no assurance of the continuation or renewal of that insurance.
Accordingly, and in order to induce the Indemnitee to continue to serve in his present capacity, the Company and
the Indemnitee agree as follows:
1. CONTINUED SERVICE. The Indemnitee shall continue to serve at the will of the Company as a Director of
the Company so long as he is duly elected and qualified in accordance with the Regulations or until he resigns in
writing in accordance with applicable law.
2. INITIAL INDEMNITY. (a) The Company shall