Exhibit (10)(w)* to Report
on Form 10-K for Fiscal
Year Ended June 30, 2001
by Parker-Hannifin Corporation
Parker-Hannifin Corporation Non-Employee Directors Stock Option Plan.
*Numbered in accordance with Item 601 of Regulation S-K.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
ADOPTED: AUGUST 15, 1996
1. Purpose . The purpose of the Parker-Hannifin Corporation Non-Employee Directors Stock Option Plan (the "Plan")
is to attract, retain and compensate highly qualified individuals who are not current employees of Parker-Hannifin Corporation
(the "Company") as members of the Board of Directors and to enable them to increase their ownership of shares of common
stock, $.50 par value, of the Company ("Common Stock"). The Plan will be beneficial to the Company and its shareholders since
it will allow these directors to have a greater personal financial stake in the Company through the ownership of Common Stock,
in addition to underscoring their common interest and identification with stockholders in increasing the value of Common Stock.
2. Shares Subject to Plan . The total number of shares of Common Stock with respect to which options may be granted
under the Plan shall not exceed 250,000 (as adjusted pursuant to Section 7 hereof). Shares issued upon exercise of options
granted under the Plan may be either authorized and unissued shares, treasury shares, or any combination thereof. In the event
that any option granted under the Plan shall terminate, expire or, with the consent of the optionee, be cancelled as to any shares
of Common Stock, without having been exercised in full, new options may be granted with respect to such shares without again
being charged against the maximum share limitations set forth above in this Section 2.
3. Administration . The Plan shall be administered by the Compensation and Management Development Committee of
the Board of Directors, or any successor Committee (the