Exhibit (10)(b)* to Report
on Form 10-K for Fiscal
Year Ended June 30, 2001
by Parker-Hannifin Corporation
Parker-Hannifin Corporation Change in Control Severance Plan, as amended.
*Numbered in accordance with Item 601 of Regulation S-K.
CHANGE IN CONTROL SEVERANCE PLAN
The Board of Directors of Parker-Hannifin Corporation (the "Company") has determined that it is in the best interests of the
Company and its stockholders to secure the continued services and dedication and objectivity of its management employees in
the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change
in Control (as defined in Section 1(d)) of the Company, without concern as to whether such employees might be hindered or
distracted by personal uncertainties and risks created by any such possible Change in Control. To encourage the full attention
and dedication to the Company by such employees, the Board has authorized the Company to adopt the Parker-Hannifin
Corporation Change in Control Severance Plan (the "Plan").
1. Definitions . As used in this Plan, the following terms shall have the respective meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Bonus" means the annual bonuses payable pursuant to the RONA Plan and the Target Incentive Program.
(c) "Cause" means (1) a material breach by a Participant (as defined in Section 1(j)) of the duties and responsibilities of
the Participant (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and
deliberate on the Participant's part, which is committed in bad faith or without reasonable belief that such breach is in the best
interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the
Company specifying such breach or (2) the c