Exhibit (10)(x)* to Report
on Form 10-K for Fiscal
Year Ended June 30, 2001
by Parker-Hannifin Corporation
Parker-Hannifin Corporation Deferred Compensation Plan for Directors,
as amended and restated.
*Numbered in accordance with Item 601 of Regulation S-K.
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF PARKER-HANNIFIN CORPORATION
Parker-Hannifin Corporation has established the Deferred Compensation Plan for Directors of Parker-Hannifin Corporation
to provide Directors with the opportunity to defer payment of their directors' fees in accordance with the provisions of this Plan.
The Plan is hereby amended as of October 1, 2001.
For the purposes hereof, the following words and phrases shall have the meaning indicated.
1. " Account " shall mean the aggregate of a Participant's Deferral Account and his or her Parker Stock Account, if any.
2. " Beneficiary " shall mean the person designated by a Participant in accordance with the Plan to receive payment of
the remaining balance of a Participant's Account in the event of the death of the Participant prior to receipt of the entire amount
credited to the Participant's Account.
3. " Change in Control " shall mean the occurrence of one of the following events:
(i) any "person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and
as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined
voting power of the Corporation's then outstanding securities eligible to vote for the election of the Board of Directors of the
Corporation the "Board") (the "Corporation Voting Securities"); provided, however, that the event described in this paragraph
shall not be deemed to be a Change in Control by