PARKER-HANNIFIN CORPORATION NON-EMPLOYEE DIRECTORS'
ARTICLE A -- Purpose.
The purpose of the Parker Hannifin Non-Employee Directors' Stock Plan (hereinafter referred to as the "Plan") is
to strengthen the alignment of interests between non-employee directors (hereinafter referred to as "Participants")
and the shareholders of Parker Hannifin Corporation (hereinafter referred to as the "Company") through the
increased ownership of shares of the Company's Common Stock. This will be accomplished by allowing
Participants to elect voluntarily to convert a portion of their fees for services as a director into Common Stock.
ARTICLE B -- Administration.
1. The Plan shall be administered by the Compensation and Management Development Committee (hereinafter
referred to as the "Committee") of the Board of Directors of the Company (hereinafter referred to as the
"Board"), or such other committee as may be designated by the Board. The Committee shall consist of not less
than four (4) members of the Board who are not full-time employees of the Company, appointed by the Board
from time to time and to serve at the discretion of the Board.
2. It shall be the duty of the Committee to administer this Plan in accordance with its provisions and to make such
recommendations of amendments or otherwise as it deem necessary or appropriate. A decision by a majority of
the Committee shall govern all actions of the Committee.
3. Subject to the express provisions of this Plan, the Committee shall have authority to allow Participants the right
to elect to receive fees for services as a director partly in cash and partly in whole shares of the Common Stock
of the Company, subject to such conditions or restrictions, if any, as the Committee may determine. The
Committee also has the authority to make all other determinations it deems necessary or advisable for
administering this Plan.
4. The Committee may establish from time to time such regulations, provisions, and procedures within the terms
of this Pla