<PAGE>   1

                                  EXHIBIT 10(a)
                                  -------------


                               EXCHANGE AGREEMENT
                               ------------------


THIS AGREEMENT (this "Agreement") is entered into as of February 22, 2000
between Parker-Hannifin Corporation (the "Employer") and Daniel T. Garey (the
"Participant").

                                    RECITALS
                                    --------

A.       The Employer has offered the Participant certain benefits under an
         Executive Estate Protection Plan in exchange for a portion of the
         Participant's future compensation.

B.       The Participant desires to surrender a portion of his future
         compensation in order to participate in the Executive Estate Protection
         Plan.

                                    AGREEMENT
                                    ---------

         NOW THEREFORE, it is mutually agreed that:

1.       REDUCTION IN FUTURE COMPENSATION.

          a.   SURRENDER. In consideration of the Employer's agreement to be
               bound by the terms of the Executive Estate Protection Plan
               Document (defined below), the Participant agrees to the
               irrevocable surrender of future incentive pay as described in
               Exhibit A attached hereto and incorporated herein by reference
               (the "Surrendered Compensation") beginning on March 1, 2000 and
               ending on January 31, 2005 (the "Surrender Term"). The
               Participant acknowledges that he shall have no further rights or
               claims of any sort whatsoever to the Surrendered Compensation.

          b.   SHORTFALL. In the event the Participant's incentive pay on any
               Surrender Date (as defined in Exhibit A), net of any amount which
               cannot be deferred under the Employer's Executive Deferral Plan,
               is less than the Surrendered Compensation scheduled for such
               Surrender Date, the Corporation shall be entitled to reduce any
               cash compensation (including base pay and incentive compensation)
               or non-qualified plan benefits payable to the Participant or his
               representatives, heirs or beneficiaries (including without
               limitation benefits payable under the Employer's Supplemental
               Executive Retirement Program, Savings Restoration Plan or
               Executive Deferral Plan) by an amount equal to any such shortfall
               plus interest on such shortfall between the scheduled Surrender
               Date and the actual date of surrender in the amount of 4.52% per
               annum.

          c.   TERMINATION OF EMPLOYMENT. In the event the employment of the
               Participant is terminated prior to the end of the Surrender Term
               for any reason other than Termination for Cause or the death of
               the Participant (but only if the Participant is the Decedent),
               the Corporation shall be entitled to reduce any cash compensation
               or other non-qualified benefits payable to the Participant, or
               his representatives, heirs or beneficiaries (including without
               limitation benefits payable under the Employer's Supplemental
               Executive Retirement Program, Savings Restoration Plan or
               Executive Deferral Plan) by an amount equal to the sum of the
               Surrendered Compensation remaining in the Surrender Term (the
               "Mandatory Benefit Reduction"); provided,



                                       1
<PAGE>   2

                    however, to the extent any Mandatory Benefit Reduction is
                    imposed by the Employer on any payment earlier than the
                    corresponding Surrendered Compensation would have been
                    surrendered by the Participant, the amount of the Mandatory
                    Benefit Reduction shall be reduced to the present value of
                    such Surrendered Compensation calculated by using a 4.52%
                    discount rate.

2.       EXECUTIVE ESTATE PROTECTION. The Employer has provided the Participant
         with an Executive Estate Protection Plan, comprised of that certain
         Executive Estate Protection Plan Agreement attached hereto on Exhibit B
         by and between the Employer, the Participant and the Daniel T. Garey
         and Diane-Worthington Garey Irrevocable Trust dated December 22, 1999,
         and the "as sold" illustration of an Executive Estate Protection Plan
         Insurance Policy as issued by John Hancock Life Insurance Company,
         dated February 21, 2000 (together, the "Executive Estate Protection
         Plan Document"). By his signature below, the Participant acknowledges
         that he has received a copy of the Executive Estate Protection Plan
         Document. The parties to this Agreement agree to and shall be bound by,
         and have the benefit of, each and every provision of the Executive
         Estate Protection Plan Document as set forth in the Executive Estate
         Protection Plan Agreement. This Agreement and the Executive Estate
         Protection Plan Document, collectively, shall be considered one
         complete contract between the parties.

3.       EFFECT ON EXECUTIVE DEFERRAL PLAN. The Participant hereby agrees that
         the amount of any Surrendered Compensation hereunder shall reduce the
         maximum amount which the Participant is entitled to elect to defer
         under the Employer's Executive Deferral Plan.

4.       EFFECT ON BONUS AND OTHER BENEFITS. The Employer hereby agrees that the
         amount of any Surrendered Compensation hereunder shall be included in
         Participant's incentive pay for the purpose of determining the
         Participant's benefits under the Employer's Supplemental Executive
         Retirement Program. The Participant hereby agrees that the amount of
         any Surrendered Compensation hereunder shall not be included in
         incentive pay for the purpose of determining allowable deferrals under
         the Employer's Retirement Savings Plan, Savings Restoration Plan and
         Executive Deferral Plan nor for the purpose of determining benefits
         payable under the Employer's Retirement Plan.

5.       CHANGE IN CONTROL. Employer intends to seek the approval of its Board
         of Directors to fund all payments required by the Employer under the
         Executive Estate Protection Plan in an irrevocable grantor trust in the
         event of a Change in Control of the Employer (as such term is defined
         in the Change in Control Severance Agreement between the Employer and
         the Participant dated August 16, 1996).

6.       ACKNOWLEDGMENT. The Participant hereby acknowledges that he has read
         and understands this Agreement and the Executive Estate Protection Plan
         Document.

7.       SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of,
         and be binding upon, the Employer and its successors and assigns, and
         the Participant and his assignees, devisees and heirs.

8.       GOVERNING LAW. This Agreement shall be governed by and construed under
         the laws of the State of Ohio, as in effect at the time of the
         execution of this Agreement.




                                       2
<PAGE>   3

9.       DEFINED TERMS. Initially capitalized terms used but not defined herein
         shall have the meaning ascribed to them in the Executive Estate
         Protection Plan Document.


         IN WITNESS WHEREOF, the Participant has signed and the Employer has
accepted this Agreement as of the date first written above.



                                    /s/Daniel T. Garey
                                       Daniel T. Garey


                                    PARKER-HANNIFIN CORPORATION


                                    By: /s/Duane E. Collins
                                           Duane E. Collins
                                           Chairman and Chief Executive Officer








                                       3
<PAGE>   4

<TABLE>
<CAPTION>

                                    EXHIBIT A
                                    ---------


           Surrender Dates             Executive Compensation           RONA
           ---------------             ----------------------           ----

<S>                                          <C>                     <C>
Each of  March 2000-01-02-03-04                 $5,495

Each of  April 2000-01-02-03-04                                         $5,345

Each of  June 2000-01-02-03-04                  $5,495

Each of  August 2000-01-02-03-04                $5,495                 $12,480

Each of  October 2000-01-02-03-04                                       $5,345

Each of  January 2001-02-03-04-05                                       $5,345

                                             ---------               ---------
         Sub-Totals:                           $16,485                 $28,515
</TABLE>


         TOTAL SURRENDERED COMPENSATION/YR. = $45,000










                                       4
<PAGE>   5





                      EXECUTIVE ESTATE PROTECTION AGREEMENT


         This Executive Estate Protection Agreement ("Agreement") is made as of
February 22, 2000, among Parker-Hannifin Corporation, an Ohio corporation, (the
"Corporation"), Daniel T. Garey (the "Participant") and the Daniel T. Garey and
Diane-Worthington Garey Irrevocable Trust dated December 22, 1999 ( the
"Owner").


                                    RECITALS
                                    --------


A.       The Participant desires to insure his life and his wife's life for the
         benefit and protection of the Participant's family or other beneficiary
         under the Policy (as defined below);


B.       The Corporation desires to help the Participant provide life insurance
         for the benefit and protection of his family or beneficiary by
         providing funds from time to time to pay the premiums due on the Policy
         in accordance with this Agreement; and

C.       The Owner desires to assign certain rights and interests in the Policy
         to the Corporation, to the extent provided herein, as security for
         repayment of certain funds provided by the Corporation for the
         acquisition and/or maintenance of the Policy.


                                    AGREEMENT
                                    ---------


NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and
covenants set forth below, the parties to this Agreement agree as follows:

1.       DEFINITIONS. For purposes of this Agreement, unless otherwise clearly
         apparent from the context, the following phrases or terms shall have
         the following indicated meanings:


         (a)      "Aggregate Premiums Paid" shall mean, at any time, an amount
                  equal to the cumulative premiums paid by the Corporation on
                  the Policy.


         (b)      "Cash Surrender Value" shall mean an amount that equals, at
                  any specified time, the cash surrender value as determined
                  under the terms of the Policy.


         (c)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended.


         (d)      "Collateral Assignment" shall mean an assignment made by the
                  Owner in favor of the Corporation in a form attached to this
                  Agreement as Exhibit 1.

         (e)      "Collateral Interest" shall mean the Corporation's interest in
                  the Policy, which shall equal, at any time, the lesser of
                  Aggregate Premiums Paid or Cash Surrender Value, and which
                  shall be repaid to the Corporation in accordance with Section
                  6 below.

         (f)      "Corporation's Death Benefit" shall mean the portion of the
                  Policy's death benefit equal to Aggregate Premiums Paid plus
                  an amount equal to the cumulative premiums paid by the Owner
                  on the policy pursuant to Section 3(b) hereof.






                                       1
<PAGE>   6

         (g)      "Decedent" shall mean the second to die of the Participant and
                  his wife.

         (h)      "Designated Beneficiary" shall mean the beneficiary designated
                  under the Policy.

         (i)      "Economic Income" shall mean an amount equal to the value of
                  the "economic benefit" derived by the Participant from the
                  Policy's life insurance protection, as determined for Federal
                  income tax purposes under the Code. Economic Income shall
                  include any increase in economic benefit attributable to the
                  death of the first to die under the Policy.

         (j)      "Insurer(s)" shall mean John Hancock Life Insurance Company.

         (k)      "Investment Elections" shall mean any elections which the
                  Owner has under the Policy to invest the Cash Surrender Value.

         (l)      "Owner" shall mean the Daniel T. Garey and Diane-Worthington
                  Garey Irrevocable Trust dated December 22, 1999.

         (m)      "Owner's Death Benefit" shall mean the portion of the Policy's
                  death benefit, if any, that exceeds the Corporation's Death
                  Benefit. The ultimate amount of death benefit payable under
                  the Policy is dependent upon the financial performance of the
                  Policy.

         (n)      "Participant" shall mean Daniel T. Garey.

         (o)      "Policy" shall mean the following joint life policy on the
                  life of the Participant and his wife that is issued by the
                  Insurer:
<TABLE>
<CAPTION>



                   INSURER                          POLICY NUMBER               TYPE OF POLICY
                  -----------------------------     ----------------------      -------------------------
                  <S>                               <C>                        <C>
                  John Hancock Life Insurance                                   Estate  Protection  Life
                  Company                                                       Insurance
                  -----------------------------     ----------------------      -------------------------
</TABLE>



         (p)      "Split Dollar Maturity Date" shall mean the date on which the
                  first of any of the following events occurs:

                  (i)     the fifteenth (15th) anniversary of the issuance of
                          the Policy;

                  (ii)    the death of the Decedent; or

                  (iii)   Termination for Cause.

         (q)      "Termination for Cause" shall mean termination of the
                  Participant's employment by the Corporation as a result of
                  activity by the Participant detrimental to the interest of the
                  Corporation, including without limitation:

                  (i)     the rendering of services for an organization, or
                          engaging in a business, that is in competition with
                          the Corporation;


                                       2
<PAGE>   7

                  (ii)     the disclosure to anyone outside of the Corporation,
                           or the use for any purpose other than the
                           Corporation's business, of confidential information
                           or material related to the Corporation;

                  (iii)    fraud, embezzlement, theft-in-office or other illegal
                           activity; or

                  (iv)     violation of the Corporation's Code of Ethics.

2.       ACQUISITION OF POLICY; OWNERSHIP OF INSURANCE. The parties to this
         Agreement shall cooperate in applying for and obtaining the Policy. The
         Policy shall be issued to the Owner as the sole and exclusive owner of
         the Policy, subject to the rights and interests granted to the
         Corporation as provided in this Agreement and the Collateral
         Assignment. Concurrent with the signing of this Agreement, the Owner
         will collaterally assign the Policy to the Corporation, in the form of
         the Collateral Assignment, as security for the payment of the
         Collateral Interest, which assignment shall not be altered or changed
         without the mutual consent of the Corporation and the Owner.

3.       PREMIUM PAYMENTS ON POLICY.

         (a)      PAYMENTS AND REIMBURSEMENTS. Prior to the occurrence of the
                  Split Dollar Maturity Date, the Corporation shall pay to the
                  Insurer, on or before each applicable premium due date, all
                  applicable premiums for the Policy, less the amount payable by
                  the Owner as described in subsection (b) below. The
                  Corporation shall promptly notify Owner in writing of the
                  amount and date of such premium payments. In the event that
                  the Corporation fails to make any such payment, the Owner or
                  the Participant may make (but is not required to make) any
                  such payment, and the Corporation shall immediately reimburse
                  the Owner or the Participant, as the case may be, for any
                  amount so paid.

         (b)      PREMIUM PAYMENT BY OWNER. Prior to the occurrence of the Split
                  Dollar Maturity Date, Owner shall pay to the Insurer, on or
                  before each applicable premium due date, a premium payment
                  equal to the Economic Income for such calendar year, as
                  mutually determined by the Corporation and the Participant.

         (c)      PREMIUM REIMBURSEMENT. At least sixty (60) days prior to each
                  applicable premium due date, the Corporation shall make a
                  payment to the Participant equal to the premium payable by the
                  Owner pursuant to subsection (b) above.

         (d)      TAX REIMBURSEMENT. On or before March 15 following each
                  calendar year until the Split Dollar Maturity Date, the
                  Corporation shall reimburse the Participant for the
                  Participant's state, local and federal income tax liability
                  attributable to (i) the Participant's Economic Income for such
                  calendar year, if any; (ii) the payment by the Corporation to
                  the Participant pursuant to subsection (c) above; and (iii)
                  payments made pursuant to this subsection (d). The tax rates
                  used by the Corporation in calculating the reimbursement under
                  this Section 3(d) shall be the


                                       3
<PAGE>   8

                  appropriate federal, state and local income tax rates in
                  effect for the Participant at the time of payment, as
                  determined by the Corporation.


4.       CORPORATION'S RIGHTS. The Corporation's rights and interests in and to
         the Policy shall be specifically limited to (i) the right to be paid
         its Collateral Interest and the Corporation's Death Benefit, if any, in
         accordance with Section 6 below, and (ii) the rights specified in the
         Collateral Assignment.


5.       OWNER'S RIGHTS. Subject to the terms of this Agreement and the
         Collateral Assignment, the Owner of the Policy shall be entitled to
         exercise all rights in the Policy; provided, however, that while the
         Collateral Assignment is in effect, the following rights may be
         exercised only with the consent of the Corporation, which consent may
         be withheld at the sole discretion of the Corporation:

         (a)      To borrow against or pledge the Policy;
         (b)      To surrender or cancel the Policy;
         (c)      To take a distribution or withdrawal from the Policy; or
         (d)      To make Investment Elections.

         In particular, subject to the terms and conditions of the Policy, and
         the provisions of Section 6 below, the Owner may assign its rights
         under this Agreement and the Collateral Agreement, including but not
         limited to an assignment to an insurance trust of which the Participant
         is a settlor. In the event of an assignment of its rights, the Owner
         shall promptly notify the Corporation of the name and address of the
         new Owner or assignee, including the name and address of any trustee.


6.       COLLATERAL INTEREST. On the Split Dollar Maturity Date, the Collateral
         Interest (or, if applicable under Section 6(a) below, the Corporation's
         Death Benefit) shall be paid or repaid to the Corporation in the
         following manner:


         (a)      Notwithstanding any provision of this Agreement or the Policy
                  that may be construed to the contrary, if the Split Dollar
                  Maturity Date occurs due to the death of the Decedent, (i) the
                  Corporation shall be entitled to that portion of the Policy's
                  death proceeds that equals the Corporation's Death Benefit, if
                  any, and (ii) the Owner or the Designated Beneficiary, as the
                  case may be, shall be entitled to the Owner's Death Benefit;
                  provided, however, if the Split Dollar Maturity Date occurs
                  due to the suicide of the Decedent, and the proceeds from the
                  Policy are limited by either a suicide or contestability
                  provision under the Policy, the Corporation shall be entitled
                  to that portion of the higher of the Policy's Cash Surrender
                  Value or death proceeds that does not exceed the Aggregate
                  Premiums Paid. In either event, promptly following the
                  Decedent's death, the Corporation and the Owner or the
                  Designated Beneficiary shall take all steps necessary to
                  collect the death proceeds of the Policy by submitting the
                  proper claims forms to the Insurer. The Corporation shall
                  notify the Insurer of the amount of the Owner's Death Benefit
                  (except when the Policy's proceeds are limited because of the
                  Decedent's death by suicide) and the Corporation's Death
                  Benefit. Such amounts shall be paid, respectively, by the
                  Insurer to the Owner or to the Designated Beneficiary, as the
                  case may be, and the Corporation.






                                       4
<PAGE>   9

         (b)      If the Split Dollar Maturity Date is other than the date of
                  the Decedent's death, the Corporation's Collateral Interest in
                  the Policy shall be paid to the Corporation in one of the
                  following ways, as elected by the Owner in writing within
                  thirty (30) days after the date the Corporation first notifies
                  the Participant and Owner in writing of the occurrence of the
                  Split Dollar Maturity Date:


                  (i)      By the Owner authorizing the Insurer to make a loan
                           against the Policy in an amount equal to the
                           Corporation's Collateral Interest and to pay the
                           proceeds to the Corporation, in which case the Owner
                           shall be considered the borrower for all purposes
                           under the loan;


                  (ii)     By the Owner authorizing the Insurer to withdraw from
                           the Cash Surrender Value of the Policy an amount
                           equal to the Corporation's Collateral Interest and to
                           pay the proceeds to the Corporation; or


                  (iii)    By the Owner paying to the Corporation, from the
                           Owner's separate funds, an amount equal to the
                           Corporation's Collateral Interest.


         (c)      If the Owner fails to timely exercise any of the options under
                  Section 6(b) above, the Corporation shall be entitled to
                  instruct the Insurer to pay to the Corporation from the Cash
                  Surrender Value of the Policy an amount equal to the
                  Corporation's Collateral Interest.


         (d)      The Corporation agrees to keep records of its premium payments
                  and to furnish the Owner and the Insurer with a statement of
                  its Collateral Interest whenever either party requires such
                  statement.

(e)               Upon and after the Corporation's Collateral Interest in the
                  Policy has been repaid pursuant to Section 6(b) above, the
                  Corporation shall execute and file with the Insurer an
                  appropriate release of the Corporation's interest in the
                  Policy and shall have no further interest in the Policy.
                  Further, the Participant and/or Owner hereby acknowledge,
                  understand and agree that, upon the release of the
                  Corporation's Collateral Interest, the Corporation shall
                  continue not to have any responsibility for the future
                  performance of the Policy and shall have no obligation to make
                  any additional premium payments.


         (f)      Upon payment to the Corporation of its Collateral Interest or
                  the Corporation's Death Benefit in accordance with this
                  Section 6, this Agreement shall terminate and no party shall
                  have any further rights or obligations under the Agreement
                  with respect to any other party provided that the Corporation
                  has complied with all provisions of this Agreement.

7.       INSURER.




                                       5
<PAGE>   10

         (a)      The Insurer is not a party to this Agreement, shall in no way
                  be bound by or charged with notice of its terms, and is
                  expressly authorized to act only in accordance with the terms
                  of the Policy. The Insurer shall be fully discharged from any
                  and all liability under the Policy upon payment or other
                  performance of its obligations in accordance with the terms of
                  the Policy.

         (b)      The signature(s) required for the Insurer to recognize the
                  exercise of a right under the Policy shall be specified in the
                  Collateral Assignment.

8.       CLAIMS PROCEDURE.

         The following claims procedure shall be followed in handling any
         benefit claim under this Agreement:

         (a)      The Owner, Participant, or the Designated Beneficiary, as the
                  case may be, (the "Claimant"), shall file a claim for benefits
                  by notifying the Corporation in writing. If the claim is
                  wholly or partially denied, the Corporation shall provide a
                  written notice within ninety (90) days (unless special
                  circumstances require an extension of time for processing the
                  claim, in which case an extension not to exceed ninety (90)
                  days shall be allowed) specifying the reasons for the denial,
                  the provisions of this Agreement on which the denial is based,
                  and additional material or information, if any, that is
                  necessary for the Claimant to receive benefits. Such written
                  notice shall also indicate the steps to be taken by the
                  Claimant if a review of the denial is desired.

         (b)      If a claim is denied, and a review is desired, the Claimant
                  shall notify the Corporation in writing within sixty (60) days
                  after receipt of written notice of a denial of a claim. In
                  requesting a review, the Claimant may submit any written
                  issues and comments the Claimant feels are appropriate. The
                  Corporation shall then review the claim and provide a written
                  decision within sixty (60) days of receipt of a request for a
                  review (unless special circumstances require an extension of
                  time for processing the claim, in which case an extension not
                  to exceed ninety (60) days shall be allowed). This decision
                  shall state the specific reasons for the decision and shall
                  include references to specific provisions of this Agreement,
                  if any, upon which the decision is based.

         (c)      If no event shall the Corporation's liability under this
                  Agreement exceed the amount of proceeds from the Policy.

9.       AMENDMENT OF AGREEMENT. This Agreement shall not be modified or amended
         except by a writing signed by all the parties hereto.

10.      BINDING AGREEMENT. This Agreement shall be binding upon the heirs,
         administrators, executors, successors and assigns of each party to this
         Agreement.

11.      STATE LAW. This Agreement shall be subject to and construed under the
         internal laws of the State of Ohio, without regard to its conflicts of
         laws principles.






                                       6
<PAGE>   11

12.      VALIDITY. In case any provision of this Agreement shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts of this Agreement, but this Agreement shall be
         construed and enforced as if such illegal or invalid provision had
         never been inserted in this Agreement.

13.      NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
         Agreement shall not be deemed to constitute a contract of employment
         between the Corporation and the Participant. Nothing in this Agreement
         shall be deemed to give the Participant the right to be retained in the
         service of the Corporation or to interfere with the right of the
         Corporation to discipline or discharge the Participant at any time.

14.      NOTICE. Any notice or filing required or permitted to be given under
         this Agreement to the Owner, Participant or the Corporation shall be
         sufficient if in writing and hand-delivered, or sent by registered or
         certified mail, to the address below:


             To the Owner :         Daniel T. Garey and Diane-Worthington Garey
                                      Irrevocable Trust dated December 22, 1999
                                    c/o William Kobyljanec, Trustee
                                    enTrust Incorporated
                                    24400 Highpoint Road, Suite 2
                                    Beachwood, OH  44122-6027

             To the Participant:    Daniel T. Garey
                                    5260 Parkside Trail
                                    Solon, OH  44139

             To the Corporation:    Parker-Hannifin Corporation
                                    6035 Parkland Boulevard
                                    Cleveland, OH  44124
                                    Attn:  General Counsel

         or to such other address as may be furnished to the Owner, Participant
         or the Corporation in writing in accordance with this notice provision.
         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification. Any notice or filing
         required or permitted to be given to the Owner and/or the Participant
         or the Designated Beneficiary under this Agreement shall be sufficient
         if in writing and hand-delivered, or sent by mail, to the last known
         address of the Owner and/or the Participant, as the case may be.

15.      CREDITWORTHINESS OF INSURER; TAX CONSEQUENCES. The Participant and
         Owner assume all risk of the creditworthiness of the Insurer and
         acknowledge that the Corporation makes no representation or guarantee
         of the creditworthiness of any Insurer. The Participant and Owner
         acknowledge responsibility for all federal, state and local income,
         estate or gift tax consequences imposed on the Participant and Owner as
         a result of this Agreement and further acknowledge that the Corporation
         has not made any representations or guarantees of present or future tax
         consequences.




                                       7
<PAGE>   12

16.      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the parties hereto with regard to the subject matter of this
         Agreement and supersedes all previous negotiations, agreements and
         commitments in respect thereto. No oral explanation or oral information
         by the parties to this Agreement shall alter the meaning or
         interpretation of this Agreement.


         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first written above.

                                      PARKER-HANNIFIN CORPORATION


                                      By:/s/Duane E. Collins
                                            Duane E. Collins
                                            Chairman and Chief Executive Officer



                                      /s/Daniel T. Garey
                                         Daniel T. Garey



                                      DANIEL T. GAREY AND
                                      DIANE-WORTHINGTON GAREY
                                      IRREVOCABLE TRUST DATED
                                      DECEMBER 22, 1999


                                      By: /s/William Kobyljanec
                                              William Kobyljanec, Trustee












                                       8
<PAGE>   13



                                    EXHIBIT 1

                              COLLATERAL ASSIGNMENT
                              ---------------------


         This Collateral Assignment (this "Assignment") is made and entered into
as of February 22, 2000, by and between the Daniel T. Garey and
Diane-Worthington Garey Irrevocable Trust dated December 22, 1999 (the "Owner"),
as the owner of a life insurance policy, No. 20046108 (the "Policy"), issued by
John Hancock Life Insurance Company (the "Insurer"), on the lives of Daniel T.
Garey (the "Participant") and Diane-Worthington Garey, Participant's wife (the
"Wife"), and Parker-Hannifin Corporation, an Ohio corporation (the
"Corporation").


                                    RECITALS
                                    --------


A.       The Corporation desires to help the Owner provide life insurance for
         the benefit and protection of the Participant's family or beneficiary
         by providing funds from time to time to pay the premiums due on the
         Policy as more specifically provided in the Executive Estate Protection
         Agreement entered into between the Participant, the Owner and the
         Corporation as of the date hereof (the "Agreement"); and

B.       In consideration of the Corporation agreeing to provide such funds in
         accordance with the terms and conditions of the Agreement, the Owner
         agrees to grant to the Corporation, as a security interest in the
         Policy, a collateral security interest for the payment of the
         Corporation's Collateral Interest (as defined in the Agreement).

                                    AGREEMENT
                                    ---------


NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and
covenants set forth below, the parties to this Assignment agree as follows:


1.       ASSIGNMENT. The Owner hereby assigns, transfers and sets over to the
         Corporation, and its successors and assigns, those certain rights and
         interests described in the Agreement that are to be assigned to the
         Corporation in accordance with the Agreement. Furthermore, this
         Assignment is made, and the Policy is to be held as collateral security
         for, any and all liabilities of the Owner to the Corporation, either
         now existing, or that may hereafter arise, pursuant to the terms of the
         Agreement.


2.       SIGNATURES.


         (a)      To facilitate the operation of this Assignment, the parties
                  agree that the Insurer is hereby notified that the following
                  rights under the Policy may be exercised while the Assignment
                  is in effect without the signature or consent of any other
                  party:


                  (i)      The Owner may sign a request to change the
                           beneficiary under the Policy without the signature or
                           consent of the Corporation.









                                       1
<PAGE>   14


                  (ii)     The Corporation may sign an instruction to the
                           Insurer to pay an amount equal to the Corporation's
                           Collateral Interest from the Policy's Cash Surrender
                           Value to the Corporation without the Participant's or
                           the Owner's signature or consent; provided that the
                           Corporation simultaneously delivers to the Insurer a
                           notarized statement that the Corporation is
                           exercising its rights in accordance with Section 6(c)
                           of the Agreement.


         (b)      The exercise of any other right under the Policy not
                  specifically set forth above shall be exercised with the
                  signature of both the Corporation and the Owner.

3.       POLICY PROCEEDS. Any amount payable from the Policy during the
         Participant's or the Wife's lives or at the Decedent's (as defined in
         the Agreement) death shall first be paid to the Corporation to the
         extent of its Collateral Interest or the Corporation's Death Benefit
         (as defined in the Agreement), respectively. Any balance will be paid
         to the Owner during the Participant's or the Wife's lifetime or to the
         Designated Beneficiary (as defined in the Agreement) upon or after the
         Decedent's death. A settlement option may be elected by the recipient
         of the proceeds. For purposes of this Section, the amount of the
         Collateral Interest or Corporation's Death Benefit shall be determined
         for purposes of the Insurer by a written statement delivered to the
         Insurer and signed by the Corporation.

4.       ENDORSEMENT. The Corporation shall hold the Policy while this
         Assignment is operative and, upon request, forward the Policy to the
         Insurer, without unreasonable delay, for endorsement of any designation
         or change of beneficiary, any election of optional mode of settlement,
         or the exercise of any other right reserved by the Owner in this
         Assignment.

5.       INSURER. The Insurer is hereby authorized to recognize the
         Corporation's claims to rights hereunder without investigating the
         reason for any action taken by the Corporation, the validity or amount
         of any of the liabilities of the Owner to the Corporation under the
         Agreement, the existence of any default therein, the giving of any
         notice required herein, or the application to be made by the
         Corporation of any amounts to be paid to the Corporation. The Insurer
         shall not be responsible for the sufficiency or validity of this
         Assignment and is not a party to the Agreement (or any other similar
         executive life insurance agreement) between the Corporation and the
         Owner or the Participant.


6.       RELEASE OF ASSIGNMENT. Upon the full payment of the Corporation's
         Collateral Interest in accordance with the terms and conditions of this
         Assignment and the Agreement, the Corporation shall release to the
         Owner, if the Owner retains the Policy in accordance with the
         Agreement, the Policy and all specific rights included in this
         Assignment.


7.       AMENDMENT OF ASSIGNMENT. This Assignment shall not be modified, amended
         or terminated, except by a writing signed by all the parties hereto.

8.       NO RESTRICTION ON ASSIGNMENT . This Assignment does not limit the
         rights of the Owner to assign the rights it has retained under the
         Policy which rights may be assigned in accordance with Section 5 of the
         Agreement.






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9.       BINDING AGREEMENT. This Assignment shall be binding upon the heirs,
         administrators, executors and permitted successors and assigns of each
         party to this Assignment.

10.      STATE LAW. This Assignment shall be subject to and be construed under
         the internal laws of the State of Ohio, without regard to its conflicts
         of law principles.

11.      VALIDITY. In case any provision of this Assignment shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts of this Assignment, but this Assignment shall be
         construed and enforced as if such illegal or invalid provision had
         never been inserted in this Assignment.


         IN WITNESS WHEREOF, the Owner and the Corporation have signed this
         Assignment as of the date first written above.



DANIEL T. GAREY AND                       PARKER-HANNIFIN CORPORATION
DIANE-WORTHINGTON GAREY
IRREVOCABLE TRUST DATED
DECEMBER 22, 1999

By: /s/William Kobyljanec                 By: /s/Duane E. Collins
       William Kobyljanec, Trustee               Duane E. Collins
                                                 Chairman and Chief  Executive
                                                 Officer



Filed with the Insurer:
-----------------------


/s/ M. A. Bessette                        Date: 3/3/2000
Insurer


The John Hancock Variable Life Insurance Company
without assuming any responsibility for the validity
or the sufficiency of this instrument, has on this
date, filed a duplicate thereof at it's Home Office.

                                    Date 3/3/2000
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                  By  /s/       Bruce Skrine Secretary










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