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                                                                   Exhibit 10(a)

                                SECOND AMENDMENT
                                     TO THE
                      APPLIED INDUSTRIAL TECHNOLOGIES, INC.
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
                          (JANUARY 1, 1997 RESTATEMENT)

         WHEREAS, Applied Industrial Technologies, Inc. (formerly known as
Bearings, Inc. and hereinafter referred to as the "Company") established the
Applied Industrial Technologies, Inc. Supplemental Defined Contribution Plan
(formerly known as the Bearings, Inc. Supplemental Defined Contribution Plan and
hereinafter referred to as the "Plan"), effective as of January 1, 1996, for the
benefit of a select group of management or highly compensated employees; and

         WHEREAS, effective as of January 1, 1997, the Plan was subsequently
amended and restated; and

         WHEREAS, the Company desires to amend said restated Plan;

         NOW, THEREFORE, effective as of January 16, 2001, the Plan is hereby
amended in the respects hereinafter set forth:

         1. Paragraph (24) of Section 1.1 of the Plan is hereby amended to
provide as follows:

                  (24) The term "TRANSFERRED CONTRIBUTIONS" shall mean the
         contributions that are transferred from the Applied Deferred
         Compensation Plan prior to January 16, 2001, pursuant to the terms
         thereof for crediting to the Separate Account of a Participant who is a
         Retired Participant under the Applied Deferred Compensation Plan.

         2. Section 4.1 of the Plan is hereby amended to provide as follows:

                  4.1 TYPES OF SEPARATE ACCOUNTS. Each Participant shall have
         established in his name the following Separate Accounts which shall
         reflect the type of contributions credited to him pursuant to Article
         III or transferred to the Plan from his Deferral Account under the
         Applied Deferred Compensation Plan:

                  (a)      a Supplemental 401(k) Account which shall reflect the
                           Supplemental 401(k) Contributions credited to a
                           Participant pursuant to Section 3.1 as well as any
                           amount transferred from the King Bearing, Inc.
                           Nonqualified Supplemental Executive Retirement Plan,
                           and any adjustment thereto pursuant to Section 4.2;
                           and

                  (b)      a Supplemental Matching Account which shall reflect
                           the Supplemental Matching Contributions credited to a
                           Participant pursuant to Section 3.2, and any
                           adjustment thereto pursuant to Section 4.2; and


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                  (c)      a Transferred Contributions Account which shall
                           reflect any Transferred Contributions that are
                           credited to a Participant who is also a Retired
                           Participant under the terms of the Applied Deferred
                           Compensation Plan prior to January 16, 2001, and that
                           are transferred from the Applied Deferred
                           Compensation Plan prior to January 16, 2001, pursuant
                           to the procedures thereunder, and any adjustment
                           thereto pursuant to Section 4.2.

         3. Article IV of the Plan is hereby amended by the addition of Section
4.7 at the end thereof to provide as follows:

                  4.7 INVESTMENT OF TRANSFERRED CONTRIBUTIONS. Subject to
         procedures specified by the Company, each Participant who has
         Transferred Contributions credited to his Transferred Contributions
         Account shall elect the Funds in which such Transferred Contributions
         are to be deemed invested. In addition, each such Participant may elect
         to change the manner in which his Transferred Contributions are deemed
         to be invested in the form, time and manner specified by the Company;
         provided, however, that no such election may provide for any additional
         Transferred Contributions to be deemed to be invested in the Company
         Stock Fund. Upon receipt of any such election, the Company shall cause
         the crediting or transfer, as the case may be, of such Transferred
         Contributions among the Funds, other than the Company Stock Fund,
         designated by the Participant pursuant to procedures specified by the
         Company.

         Executed at Cleveland, Ohio this   5th   day of    February   , 2001.
                                          --------        -------------

                                          APPLIED INDUSTRIAL TECHNOLOGIES, INC.


                                          By:    /s/ Robert C. Stinson
                                              ---------------------------------
                                              Title:   Vice President


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