Filed by Bowne Pure Compliance






EXHIBIT 10.6




APPLIED INDUSTRIAL TECHNOLOGIES, INC.

SUPPLEMENTAL DEFINED CONTRIBUTION PLAN

(Post-2004 Terms)\




WHEREAS, effective as of January 1, 1996, Bearings, Inc., the predecessor plan sponsor to
Applied Industrial Technologies, Inc. (hereinafter referred to as the “Company”), established the
Bearings, Inc. Supplemental Defined Contribution Plan, which is now known as the Applied Industrial
Technologies, Inc. Supplemental Defined Contribution Plan (hereinafter referred to as the “Plan”),
for a select group of its management employees; and



WHEREAS, in order to comply with the requirements of Section 409A of the Internal Revenue Code
of 1986, as amended (hereinafter referred to as “Section 409A”) and to facilitate the
administration of benefits under the Plan, the Plan is hereby bifurcated effective as of January 1,
2005 into two parts; namely, the first part which will consist of the Plan, as in effect on October
3, 2004, and which is hereby frozen and will not be modified except as permitted under Section 409A
so as to preserve the grandfathered status of vested deferrals thereunder (hereinafter referred to
as the “Frozen Terms”), and the second part which will consist of the post-2004 terms of the Plan,
as amended effective January 1, 2005, for compliance with Section 409A (hereinafter referred to as
the “Post-2004 Terms”); and



WHEREAS, Plan benefits earned or vested after December 31, 2004, and before the Plan was
bifurcated, have been made and administered in good faith in accordance with the requirements of
Section 409A;



NOW, THEREFORE, effective January 1, 2005, the Post-2004 Terms are hereinafter set forth.



ARTICLE I




DEFINITIONS





	 	1.1.	 	Definitions. Except as otherwise required by the context, the terms used
in the Plan shall have the meaning hereinafter set forth.







(1) The term “Addendum” shall mean shall mean the overriding provisions that
are applicable to certain Participants in accordance with the provisions of Section
9.7, that constitute for all purposes a part of the Plan, and that in the event of
conflict with any other provision of the Plan, are controlling.




(2) The term “Affiliate” shall mean any member of a controlled group of
corporations (as determined under Section 414(b) of the Code) of which the Company
is a member; any member of a group of trades or businesses under common control (as
determined under Section 414(c) of the Code) with the Company; any member of an
affiliated service group (as determined under
Section 414(m) of the Code) of which the Company is a member; and any other
entity which is required to be aggregated with the Company pursuant to the
provisions of Section 414(o) of the Code.


 


 









 






(3) The term “Beneficiary” shall mean the person or persons who, in accordance
with the provisions of Article VI, shall be entitled to receive distribution
hereunder in the event a Participant dies before his interest under the Plan has
been distributed to him in full.




(4) The term “Board” shall mean the Board of Directors of the Company.





(5) The term “Change in Control” shall mean a change in the ownership or
effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company that constitutes a “change in control” under
Section 409A.




(6) The term “Code” shall mean the Internal Revenue Code of 1986, as amended
from time to time. Reference to a section of the Code shall include such section
and any comparable section or sections of any future legislation that amends,
supplements, or supersedes such section.




(7) The term “Company” shall mean Applied Industrial Technologies, Inc., its
corporate successors, and the surviving corporation resulting from any merger of
Applied Industrial Technologies, Inc. with any other corporation or corporations.




(8) The term “Committee” shall mean the Applied Industrial Technologies, Inc.
Supplemental Defined Contribution Plan Committee (formerly the Bearings, Inc.
Supplemental Defined Contribution Plan Committee) which shall be comprised of the
same individuals who serve on the administrative committee for the Retirement
Savings Plan and which shall administer the Plan in accordance with the provisions
of Article VII.




(9) The term “Compensation” shall mean the total wages which are paid to a
Participant during a Plan Year by an Employer for his services as an Employee while
he is a Participant, including incentive compensation, commissions, bonuses, and
elective contributions made on behalf of such Participant under the Plan or any
other plan that are not includible in gross income under Sections 125 and 402(e)(3)
of the Code, but excluding moving or educational reimbursement expenses, amounts
deferred under any non-qualified deferred compensation program, amounts realized
from the exercise of stock options, imputed income attributable to any fringe
benefit, and any amounts received in lieu of benefits under a plan that meets the
requirements of Section 125 of the Code.


 


 









 






(10) The term “Comprehensive Plan” shall mean the Applied Industrial
Technologies, Inc. Deferred Compensation and Supplemental Benefit Plan (formerly
known as the Bearings, Inc. Comprehensive Deferred Compensation and Supplemental
Benefit Plan), as of January 1, 2005, and as may be amended from time to time.




(11) The term “Employee” shall mean an individual carried on and paid through
the payroll of the Company as a common law employee.




(12) The term “Frozen Terms” shall mean the terms of the Plan as in effect on
October 3, 2004, that govern pre-2005 contributions made under the Plan.




(13) The term “Fund” shall mean any of the funds that may be maintained for the
investment of Plan assets as may be authorized by the Committee.




(14) The term “Participant” shall mean any Employee who participates in the
Plan pursuant to Article II of the Plan.




(15) The term “Plan” shall mean the Applied Industrial Technologies, Inc.
Supplemental Defined Contribution Plan which, effective as of January 1, 2005, shall
consist of the Frozen Terms and the Post-2004 Terms and which is part of the
Comprehensive Plan and is listed on Exhibit A attached thereto. References in the
Post-2004 Terms to the “Plan” shall mean the Post-2004 Terms of the Plan, unless
otherwise required by the context.




(16) The term “Plan Year” shall mean each calendar year beginning January 1 and
ending December 31. The term “Plan Year” shall not be changed to a period that is
not the calendar year unless appropriate changes are made to the Post-2004 Terms,
including those regarding Participant elections, to conform with the requirements of
Section 409A.




(17) The term “Post-2004 Terms” shall mean the terms of the Applied Industrial
Technologies, Inc. Supplemental Excess Defined Contribution Plan effective January
1, 2005, which (i) govern benefits earned or vested after December 31, 2004, (ii)
comply with the provisions of Section 409A, (iii) are set forth herein, and (iv) may
be amended from time to time.




(18) The term “Retirement Savings Plan” shall mean the Applied Industrial
Technologies, Inc. Retirement Savings Plan as of January 1, 2005, and as may be
amended from time to time.




(19) The term “Section 409A” shall mean Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and rulings promulgated thereunder.


 


 









 






(20) The term “Separation from Service” shall mean the termination of
employment of an Employee with the Company and all Affiliates for any reason other
than death; provided, however, that an Employer-approved leave of absence shall not
be considered a termination of employment if the leave does not exceed six (6)
months or, if longer, so long as the Employee’s right to reemployment is provided
either by statute or by contract. Notwithstanding the foregoing, whether or not an
Employee has incurred a Separation from Service shall be determined in accordance
with Section 409A.




(21) The term “Specified Employee” shall mean a “specified employee” within the
meaning of Section 409A and pursuant to the specified employee procedure of the
Company.




(22) The term “Supplemental 401(k) Contribution Account” shall mean the Account
to which Supplemental 401(k) Contributions are credited in accordance with the
provisions of Sections 3.1 and 4.1 of the Plan.




(23) The term “Supplemental 401(k) Contributions” shall mean the contributions
credited to a Participant under the Plan pursuant to Section 3.1.




(24) The term “Trust” shall mean the trust maintained pursuant to the terms of
the Applied Industrial Technologies, Inc. Supplemental Executive Retirement Benefits
Trust.




(25) The term “Unforeseeable Emergency” shall be defined and determined in
accordance with the provisions of Section 409A, which include a severe financial
hardship of a Participant resulting from an illness or accident of the Participant,
the Participant’s spouse, or the Participant’s dependent (as defined in Section 152
of the Code (without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the
Code); a loss of the Participant’s property due to casualty (including the need to
rebuild a home following damage to the home by natural disaster not otherwise
covered by insurance); or other similar or extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant.




(26) The term “Valuation Date” shall mean each business day of each calendar
month.




(27) The term “Years of Vesting Service” shall mean service credited to a
Participant under the provisions of Section 3.4.



1.2 Construction. Where necessary or appropriate to the meaning hereof, the singular
shall be deemed to include the plural, the plural to include the singular, the masculine to include
the feminine, and the feminine to include the masculine.


 


 









 





ARTICLE II




ELIGIBILITY FOR PLAN PARTICIPATION




Any select management and highly compensated Employee of the Company (i) who is determined to
be highly compensated pursuant to procedures established by the Company and whose contributions
under the Retirement Savings Plan are limited by the provisions of Section 401(a)(17), 401(k),
401(m), 402(g), or 415 of the Code, and (ii) who was participating in the Plan on December 31,
2004, shall continue to participate in the Plan under the Post-2004 Terms. The Plan, including the
Post-2004 Terms, is intended to benefit only a select group of executive management and highly
compensated executive employees within the meaning of Sections 201(2) and 301(a)(3) of ERISA.



ARTICLE III




SUPPLEMENTAL 401(k) CONTRIBUTIONS




The Supplemental 401(k) Contribution Account of each Participant shall be credited with
Supplemental 401(k) Contributions equal to the amount deferred from his Compensation in accordance
with a completed Compensation reduction authorization in effect on December 31 of the prior Plan
Year with respect to the Post-2004 Terms pursuant to procedures established by the Company. Such
Compensation reduction authorization may be revised with respect to future Supplemental 401(k)
Contributions as of any December 31 of a Plan Year.



ARTICLE IV




ESTABLISHMENT AND ADMINISTRATION OF SUPPLEMENTAL 401(K) CONTRIBUTION ACCOUNTS




4.1 Establishment of Supplemental 401(k) Contribution Accounts. Beginning with the
Plan Year commencing January 1, 2005, each Participant shall have a Supplemental 401(k)
Contribution Account established under the Post-2004 Terms in his name which shall reflect the
Supplemental 401(k) Contributions credited to him pursuant to Article III and any adjustment
thereto pursuant to Section 4.2.



4.2 Adjustment of Supplemental 401(k) Contribution Accounts. The Supplemental 401(k)
Contribution Account of a Participant under the Post-2004 Terms shall be adjusted as of each
Valuation Date to reflect the deemed investment of such Supplemental 401(k) Contribution Accounts
in the Funds as determined by the Committee.



4.3 Investment Elections for Supplemental 401(k) Contributions. Each Participant,
upon becoming a Participant under the Plan in accordance with the provisions of Article II, shall
make an investment election directing the manner in which his Supplemental 401(k) Contributions
shall be deemed to be invested in the Funds. The investment election of a Participant shall
specify a
combination, which in the aggregate equals 100 percent and conforms with procedures prescribed
by the Company, indicating in which Funds his Supplemental 401(k) Contributions shall be deemed to
be invested. The investment option so elected by a Participant shall remain in effect until he
changes his investment election pursuant to Section 4.4 or receives distribution of his
Supplemental 401(k) Contribution Account.


 


 









 





4.4 Investment Change of Future Supplemental 401(k) Contributions. Each Participant
may elect to change the manner in which contributions credited to his Supplemental 401(k)
Contribution Account are to be deemed invested. Any such change in the investment election of a
Participant with respect to his Supplemental 401(k) Contributions shall specify a combination among
the Funds which in the aggregate equals 100 percent. Such election shall be made in the manner
specified by the Company and in accordance with procedures prescribed by the Company. The
investment option so elected by a Participant shall remain in effect until he makes another
election change with respect to future contributions in accordance with the provisions of the Plan.
Any such election which directs a change in an investment election heretofore in effect shall
become effective in accordance with procedures prescribed by the Company. Amounts credited to the
Supplemental 401(k) Contribution Account of such Participant as of any date prior to the date on
which such change is to become effective shall not be affected by any such change.



4.5 Election to Transfer Invested Past Supplemental 401(k) Contributions. Subject to
any procedures adopted by the Company, a Participant may elect to have the balance of his
Supplemental 401(k) Contribution Account transferred from the Fund or Funds in which it is deemed
invested to one or more of the other Funds. Any such election shall be made in accordance with
procedures prescribed by the Company. Upon receipt of such election, the Company shall cause the
transfer of such amount as of the effective date of the election of the Participant from the Fund
or Funds in which it is deemed invested to the Fund or Funds so elected and designated by the
Participant.



ARTICLE V




DISTRIBUTION




5.1 Distribution Upon Separation from Service. Unless elected otherwise as provided
in Sections 5.2, 5.3, and 5.5 the entire balance credited to a Participant’s Supplemental 401(k)
Contribution Account under the Post-2004 Terms shall be distributed to such Participant or his
Beneficiary in a single cash payment determined as of the most recent Valuation Date within 60 days
after such Participant’s Separation from Service; provided, however, that in the event a
Participant is a Specified Employee, such Participant shall receive payment of his Supplemental
401(k) Contribution Account under the Post-2004 Terms on the first day of the seventh month
following his Separation from Service.



5.2 Distribution Elections of Participants. Each Participant shall have the
opportunity to file an election with respect to the form and time of his Supplemental 401(k)
Contributions under the Plan in accordance with the requirements of Section 409A. Subject to the
provisions of Sections 5.3, such election shall specify a lump sum payment or substantially equal
annual installment
payments, not to exceed three years. Except in the case of a Specified Employee whose
distribution shall be subject to the six-month delay rule under Section 5.1 and made on the first
day of the seventh month following his Separation from Service, the initial annual installment
payment shall be made within the 30-day period following the specified payment date and any
remaining annual installment shall be made on the first day of the succeeding calendar years after
the calendar year in which the first installment payment is made to the Participant. The election
of the distribution with respect to a Participant’s Supplemental 401(k) Account shall be made by
the Participant on a form provided by the Company and filed with the Company on or before the
December 31 that immediately precedes the Plan Year in which he is first eligible to participate in
the Plan or the date permitted under Section 5.5. Such election shall continue in effect unless a
subsequent election is filed pursuant to the provisions of Section 5.3.


 


 









 





5.3 Changes to Distribution Elections. Subject to the Company’s consent, a
Participant may elect to delay payment or to change the form of payment of his Supplemental 401(k)
Contribution Account if all the following conditions are met:




(i) Such election will not take effect until at least twelve (12) months after the date
on which the election is made; and




(ii) The payment with respect to which such election is made is deferred for a period
of not less than five years from the date such payment would otherwise be made;




(iii) Any election for a “specified time” (or pursuant to a fixed schedule) within the
meaning of Section 409A(a)(2)(A)(iv) of the Code, may not be made less than twelve (12)
months prior to the date of the first scheduled payment; and




(iv) Any change in the form and/or timing of an election must provide for a consistent
time and form of payment with respect to the Participant’s entire Supplemental 401(k)
Contribution Account.


To the extent permitted under Section 409A, installment payments shall be treated as a single
payment.




5.4 No Acceleration. Except as permitted under Section 409A, no acceleration of the
time or form of payment of a Participant’s Supplemental 401(k) Contribution Account under the
Post-2004 Terms shall be permitted.



5.5 Special Transition Elections. During 2005, 2006, 2007 and 2008, a Participant may
make elections to receive payment of his Supplemental 401(k) Contribution Account without complying
with the requirements of Section 5.2; provided, however, that any such election shall only be
effective if it does not accelerate a payment to be made, or defer a payment from being made, in
the year in which such election is made; and provided further, that the last such election shall
continue in effect for future Plan Years unless subsequent elections pursuant to provisions of
Section 5.2 are made.


 


 









 





5.6 Payment upon Change in Control. Notwithstanding any provision of the Post-2004
Terms to the contrary, to the extent permitted under Section 409A, upon a Change in Control, the
balance of the Supplemental 401(k) Contribution Accounts of Participants under the Post-2004 Terms
shall be paid to Participants within 15 days following the Change in Control.



5.7 Distributions Upon Death. Upon the death of a Participant (including a
Participant who is a Specified Employee), the balance of his Supplemental 401(k) Contribution
Accounts shall be paid to his Beneficiary in a single sum pursuant to the provisions of Article VI.



5.8 Emergency Distribution. Upon the written request of a Participant and the showing
of an Unforeseeable Emergency, the Committee may, upon its determination that such an emergency
exists, direct that an amount of such Participant’s Deferral Account be paid to him. The amount
that can be paid shall not exceed the amount necessary to satisfy the Unforeseeable Emergency, plus
an amount necessary to pay taxes reasonably anticipated because of such distribution, after taking
into account the extent to which such emergency is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent
the liquidation would not itself cause severe financial hardship). Payment shall be made within 30
days of the Committee’s determination that an Unforeseeable Emergency exists.



5.9 Taxes. In the event any taxes are required by law to be withheld or paid from any
payments made pursuant to the Plan, the Company shall cause the withholding of such amounts from
such payments and shall transmit the withheld amounts to the appropriate taxing authority. In
addition, it is the intention of the Company that benefits credited to a Participant under the Plan
shall not be included in the gross income of the Participants or their Beneficiaries until such
time as benefits are distributed under the provisions of the Plan. If, at any time, it is
determined that benefits under the Plan are currently taxable to a Participant or his Beneficiary,
the amounts credited to the Participant’s Supplemental 401(k) Account which become so taxable shall
be distributable immediately to him; provided, however, that in no event shall amounts so payable
to a Participant exceed the value of his Supplemental 401(k) Contribution Account. Moreover, if
the Post-2004 Terms fail to meet the requirements of Section 409A with respect to a Participant,
the Company shall distribute the amount required to be included in such Participant’s gross income
as a result of such failure within 60 days of the Company’s determination of such compliance
failure.



5.10 Rules. Subject to the provisions of Section 409A, the Committee may from time to
time adopt additional policies or rules governing the manner in which distributions are made from
the Plan so that the Plan can be administered and comply with Section 409A.



ARTICLE VI




BENEFICIARIES




In the event a Participant dies before his interest under the Plan in his Supplemental 401(k)
Contribution Account has been distributed in full, any remaining interest shall be distributed in a
single sum pursuant to Article V to his Beneficiary, who shall be the person designated as such
in writing by the Participant in the form and manner specified by the Company. In the event a
Participant does not designate a Beneficiary or his designated Beneficiary does not survive him,
his beneficiary under the Retirement Savings Plan shall be his Beneficiary for Plan purposes.


 


 









 




ARTICLE VII




ADMINISTRATIVE PROVISIONS




7.1 Administration. The Plan shall be administered by the Company in a manner that is
generally consistent with the administration of the Retirement Savings Plan, as from time to time
amended, except that the Plan shall be administered as an unfunded plan not intended to meet the
qualification requirements of Section 401 of the Code.



7.2 Powers and Authorities of the Committee. The Company shall have full power and
authority to interpret, construe and administer the Plan and its interpretations and construction
hereof, and actions hereunder, including the timing, form, amount or recipient of any payment to be
made hereunder, shall be binding and conclusive on all persons for all purposes. The Company may
delegate any of its powers, authorities, or responsibilities for the operation and administration
of the Plan to any person or to the Committee so designated in writing by it and may employ such
attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying
out its duties hereunder. No member of the Committee shall be liable to any person for any action
taken or omitted in connection with the interpretation and administration of the Plan unless
attributable to his own willful misconduct or lack of good faith. Members of the Committee shall
not participate in any action or determination regarding their own benefits, if any, payable under
the Plan.



7.3 Indemnification. In addition to whatever rights of indemnification a member of
the Committee, or any other person or persons to whom any power, authority, or responsibility is
delegated pursuant to Section 7.2, may be entitled under the articles of incorporation,
regulations, or by-laws of the Company, under any provision of law, or under any other agreement,
the Company shall satisfy any liability actually and reasonably incurred by any such member or such
other person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in
settlement, in connection with any threatened, pending, or completed action, suit, or proceeding
which is related to the exercise or failure to exercise by such member or such other person or
persons of any of the powers, authority, responsibilities, or discretion provided under the Plan.



ARTICLE VIII




AMENDMENT AND TERMINATION




The Company may amend, modify, suspend or terminate (individually or in the aggregate, a
“Change”) the Plan for any purpose or extend the Plan to any Affiliate by action of the Plans
Administration Committee, except that: (i) no Change shall adversely affect any Participant who is
receiving supplemental benefits under the Plan or whose Supplemental 401(k) Contribution Account
are credited with any contributions thereto, unless an equivalent benefit is otherwise provided
under another plan or program sponsored by the Company or any of its subsidiaries; (ii)
following a Change in Control, the terms and conditions of deferrals under the Plan may not be
changed to the detriment of any Participant without such Participant’s written consent; and (iii)
no distribution of Supplemental 401(k) Contribution Account subject to the Post-2004 Terms shall
occur unless the requirements of Section 409A have been met.


 


 









 





ARTICLE IX




MISCELLANEOUS




9.1 Non-Alienation of Benefits. No benefit under the Plan shall at any time be
subject in any manner to alienation or encumbrance. If any Participant or Beneficiary shall
attempt to, or shall, alienate or in any way encumber his benefits under the Plan, or any part
thereof, or if by reason of his bankruptcy or other event happening at any time any such benefits
would otherwise be received by anyone else or would not be enjoyed by him, his interest in all such
benefits shall automatically terminate and the same shall be held or applied to or for the benefit
of such person, his spouse, children, or other dependents as the Board may select.



9.2 Payment of Benefits to Others. If any Participant or Beneficiary to whom a
benefit is payable is unable to care for his affairs because of illness or accident, any payment
due (unless prior claim therefor shall have been made by a duly qualified guardian or other legal
representative) may be paid to the spouse, parent, brother, or sister, or any other individual
deemed by the Board to be maintaining or responsible for the maintenance of such person. Any
payment made in accordance with the provisions of this Section 9.2 shall be a complete discharge of
any liability of the Plan with respect to the benefit so paid.



9.3 Plan Non-Contractual. Nothing herein contained shall be construed as a commitment
or agreement on the part of any person employed by the Company to continue his employment with the
Company, and nothing herein contained shall be construed as a commitment on the part of the Company
to continue the employment or the annual rate of compensation of any such person for any period,
and all Participants shall remain subject to discharge to the same extent as if the Plan had never
been established.



9.4 Funding. The Company may cause Plan benefits to be paid from the Trust, which is
a grantor trust that provides for full funding of Plan benefits in the event of a potential change
in control or a change in control. Subject to the provisions of the trust agreement governing such
trust fund, the obligation of the Company under the Plan to provide a Participant or a Beneficiary
with a benefit constitutes the unsecured promise of the Company to make payments as provided
herein, and no person shall have any interest in, or a lien or prior claim upon, any property of
the Company.



9.5 Claims of Other Persons. The provisions of the Plan shall in no event be
construed as giving any person, firm or corporation any legal or equitable right as against the
Company, its officers, employees, or directors, except any such rights as are specifically provided
for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.


 


 









 





9.6 Section 409A. Notwithstanding any provision to the contrary in the Plan, nothing
shall restrict the Company’s right to amend the Plan, without the consent of Participants and
without additional consideration to affected Participants, to the extent necessary to avoid
taxation, penalties, and/or interest arising under Section 409A, even if such amendments reduce,
restrict, or eliminate rights granted thereunder before such amendments. Although the Company
shall use its best efforts to avoid the imposition of taxation, penalties, and/or interest under
Section 409A, tax treatment of deferrals and other credits under the Plan is not warranted or
guaranteed. If, at any time, it is determined that amounts deferred pursuant to the Plan are
currently taxable to a Participant or his Beneficiary under Section 409A, the amounts credited to
such Participant’s Supplemental 401(k) Contribution Account which become so taxable shall be
distributed immediately to him; provided, however, that in no event shall amounts so payable under
the Plan to a Participant exceed the value of his Supplemental 401(k) Contribution Account.
Notwithstanding the foregoing, the Company, any Affiliate, or any delegate shall not be held liable
for any taxes, penalties, interest or other monetary amount owed by any Participant, Beneficiary,
or other person as a result of the deferral or payment of any amounts under the Plan or as a result
of the administration of amounts subject to the Plan.



9.7 Addenda. Addenda shall for all purposes constitute part of the Plan and, in the
event of conflict with any other provision of the Plan, shall control. Moreover, in the event that
it is deemed necessary to accommodate any transition of coverage under other benefit plans to
coverage under the Plan with respect to certain groups of Employees, an Addendum setting forth
special overriding provisions applicable to such Employees may be added to the Plan.



9.8 Severability. The invalidity or unenforceability of any particular provision of
the Plan shall not affect any other provision hereof, and the Plan shall be construed in all
respects as if such invalid or unenforceable provision were omitted herefrom.



9.9 Governing Law. The provisions of the Plan shall be governed and construed in
accordance with the laws of the State of Ohio.



Executed at Cleveland, Ohio, this 29  day of December, 2008.



	 	 	 	 	 	 	 
	 	 	APPLIED INDUSTRIAL TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael L. Coticchia
 

Title: Vice President
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Fred D. Bauer
 

Title: Vice President
	 	 






 


 









 





ADDENDUM A




ADDITIONAL DEFERRALS FOR AREA VICE PRESIDENTS 




A.1 General. This Addendum A provides for additional deferrals under the Post-2004
Terms for Area Vice Presidents. All provisions of the Plan, however, shall be applicable to
deferrals made pursuant to this Addendum A.



A.2
Additional Deferrals. Each Area Vice President who becomes a Participant under
the Post-2004 Terms shall be eligible to make a deferral of his incentive pay and/or his base
salary instead of deferrals of his Compensation under the Post-2004 Terms. Any election of such a
deferral and the distribution thereof shall be subject to the provisions of the Post-2004 Terms.