EXHIBIT 10(a)

FIRST 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 October 1, 2000, the Plan is hereby amended in the respects hereinafter set forth:

1. Section 1.1 of the Plan is hereby amended by the addition of Paragraph (23) at the end thereof to provide as follows:

(23) The term "APPLIED DEFERRED COMPENSATION PLAN" shall mean the Applied Industrial Technologies, Inc. Deferred Compensation Plan (formerly the Bearings, Inc. Deferred Compensation Plan), as amended from time to time.

2. Section 1.1 of the Plan is hereby amended by the addition of Paragraph (24) at the end thereof to provide as follows:

(24) The term "TRANSFERRED CONTRIBUTIONS" shall mean the contributions that are transferred from the Applied Deferred Compensation Plan 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.

3. Section 1.1 of the Plan is hereby amended by the addition of Paragraph (25) at the end thereof to provide as follows:

(25) The term "TRANSFERRED CONTRIBUTIONS ACCOUNT" shall mean the Separate Account to which Transferred Contributions of a Participant who is a Retired Participant under the Applied Industrial Technologies, Inc. Deferred Compensation Plan are credited in accordance with the provisions of Section 4.1 of the Plan.

4. 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

(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 and that are transferred from the Applied Deferred Compensation Plan pursuant to the procedures thereunder, and any adjustment thereto pursuant to Section 4.2.

5. 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. 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 designated by the Participant pursuant to procedures specified by the Company.

6. Section 5.2 of the Plan is hereby amended to provide as follows:

5.2 METHOD OF DISTRIBUTION. Except as otherwise provided in Sections 5.3 and 5.4, the balance of a Participant's Separate Accounts shall be paid to the

Participant, or his Beneficiary, if applicable, in a single sum cash payment or in substantially equal annual installment payments over a period not in excess of three years and shall be determined as of the most recent Valuation Date; provided, however, that any Participant who has assets credited to a Transferred Contributions Account shall have the balance of his Separate Accounts paid over a period that is not in excess of ten years.

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

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

EXHIBIT 10(b)

SECOND AMENDMENT
TO THE
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
DEFERRED COMPENSATION PLAN
(JANUARY 1, 1997 RESTATEMENT)

WHEREAS, the Applied Industrial Technologies, Inc. Deferred Compensation Plan (formerly known as the Bearings, Inc. Deferred Compensation Plan and hereinafter referred to as the "Plan") was established, effective as of July 1, 1993, by Applied Industrial Technologies, Inc. (formerly known as Bearings, Inc. and hereinafter referred to as the "Company") to provide key executives of the Company and its affiliates with a means by which to defer receipt of all or a portion of their incentive compensation payable under the Applied Industrial Technologies, Inc. Management Incentive Plan; and

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

WHEREAS, the Plan was subsequently amended on one occasion; and

WHEREAS, the Company desires to again amend the Plan;

NOW, THEREFORE, effective as of October 1, 2000, the Plan is hereby amended in the following respects.

1. Section 1.1 of the Plan is hereby amended by the addition of Paragraph (20) at the end thereof to provide as follows:

(20) The term "Retired Participant" shall mean a Participant who terminates employment with the Company and its Affiliates due to retirement after attainment of age 55.

2. Article III of the Plan is hereby amended by the addition of Section 3.4 at the end thereof to provide as follows:

3.4 DEFERRAL ACCOUNTS OF RETIRED PARTICIPANTS. A Retired Participant may elect no earlier than 90 days, and no later than 30 days, prior to his termination of employment due to retirement to have the balance of his Deferral Account transferred in kind to the Applied Industrial Technologies, Inc. Supplemental Defined Contribution Plan for administration thereof in accordance with the terms of such plan.

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

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

EXHIBIT 10(c)

SECOND AMENDMENT
TO THE
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(JULY 1, 1997 RESTATEMENT)

WHEREAS, the Applied Industrial Technologies, Inc. Supplemental Executive Retirement Plan (formerly known as the Bearings, Inc. Supplemental Executive Retirement Plan and hereinafter referred to as the "Plan") was established on January 21, 1988, by Applied Industrial Technologies, Inc.
(formerly known as Bearings, Inc. and hereinafter referred to as the "Company")
to provide supplemental retirement benefits for certain key executives of the Company; and

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

WHEREAS, the Plan was amended subsequently on one occasion; and

WHEREAS, the Company desires to again amend the Plan;

NOW, THEREFORE, effective as of October 1, 2000, the Plan is hereby amended in the respects hereinafter set forth.

1. Section 6.1 of the Plan is hereby amended to provide as follows:

6.1 OPTIONAL METHODS OF PAYMENT. Subject to the provisions of Article VII, any Participant who becomes eligible under the Plan for a supplemental normal or early retirement benefit may, in lieu of any benefits otherwise payable under the Plan, elect to receive payment of such benefit in accordance with any one of the following options:

OPTION A A reduced monthly supplemental retirement benefit payable to such Participant for his lifetime following his termination of employment with the continuance of a monthly benefit equal to one-half of such reduced amount after his death to his Contingent Annuitant during the lifetime of the Contingent Annuitant, provided that such Contingent Annuitant is living at the time such Participant's benefit commences.

OPTION B A reduced monthly supplemental retirement benefit payable to such Participant for his lifetime following his termination of employment with the continuance of a monthly benefit equal to three-quarters of such reduced amount after his death to his Contingent Annuitant during the lifetime of the Contingent Annuitant, provided such Contingent Annuitant is living at the time such Participant's benefit commences.

OPTION C A reduced monthly supplemental retirement benefit payable to such Participant for his lifetime following his termination of employment with the continuance of a monthly benefit equal to such reduced amount after his death to his Contingent Annuitant during the lifetime of the Contingent Annuitant, provided such Contingent Annuitant is living at the time such Participant's benefit commences.

OPTION D A reduced monthly supplemental retirement benefit payable to such Participant for his lifetime following his termination of employment with the continuance to the person or persons designated by him as his Term-Certain Beneficiary of such reduced amount after his death for the remainder, if any, of the ten-year period commencing with the date as of which the first payment of such monthly benefit is made, and with any monthly benefits remaining unpaid upon the death of the survivor of the Participant and his Term-Certain Beneficiary to be made to the estate of such survivor.

OPTION E A commercial annuity in the form of a single life annuity for the life of such Participant.

OPTION F A commercial annuity in the form of a cash refund annuity.

OPTION G A commercial annuity for a term certain of ten years and continuous for the life of the Participant if he survives such term certain and with the continuance to the persons designated by him of any benefits remaining unpaid upon his death.

OPTION H A commercial annuity payable for the life of such Participant with a survivor annuity for the life of his Contingent Annuitant which shall be equal to 50%, 75%, or 100% of the annuity payable during the joint lives of the Participant and his Contingent Annuitant.

OPTION I A single sum payment.

The Contingent Annuitant of a Participant under Option A, B, C, or H, or the Term-Certain Beneficiary under Option D or G shall be any person so designated by such Participant. The monthly payments to be made under any option shall be in an amount or amounts the actuarial value of which, on the date of commencement thereof or, if earlier, as of the Participant's Normal Retirement

Date, shall be the actuarial equivalent of the monthly benefits otherwise payable to the Participant under the Plan, in lieu of which the option was elected, taking into account the age of his Contingent Annuitant if any, and determined in accordance with the provisions of
Section 11.7. A Participant may revoke or elect to change any option made by him at any time prior to commencement of benefit payments. In any case where a benefit payable under the Plan is to be paid in the form of a commercial annuity, a commercial annuity contract shall be purchased from an insurance company selected by the Participant and distributed to such Participant. Upon the distribution of any amount used to purchase the annuity contract, the insurance company issuing such contract shall be solely responsible to the recipient of the contract for the annuity payments thereunder. All certificates for commercial annuity benefits shall be nontransferable, and no benefit thereunder may be sold, assigned, discounted, or pledged. Any commercial annuity purchased under the Plan shall contain such terms and provisions as may be necessary to satisfy the requirements under the Plan.

2. Section 6.3 of the Plan is hereby amended to provide as follows:

6.3 PAYMENT UNDER AN OPTION. A monthly benefit payment under Option A, B, C, or D shall be made to an eligible Participant at the same time as the monthly benefit payment otherwise payable to him under the Plan would have commenced. Monthly benefit payments which become payable to a Contingent Annuitant of a Participant under Option A, B, or C shall commence with the month following the month in which the death of such Participant occurs and shall be payable monthly thereafter during the life of the Contingent Annuitant, the last payment being for the month in which the death of the Contingent Annuitant occurs. Monthly payments which become payable hereunder to a Term-Certain Beneficiary of a Participant under Option D shall commence with the month following the month in which the death of such Participant occurs, and the last such monthly payment shall be made for the last month in the term certain; provided, however, that in the event that any such monthly payments become payable to the estate of any person or to a trust, a lump-sum amount shall be paid to such estate or trust in lieu thereof. Such lump-sum amount shall be equal to the present actuarial value of the aggregate monthly payments otherwise payable to such estate or trust in accordance with the provisions of Section 11.7. Any single sum payment under Option I shall be made to an eligible Participant not before the January 1st of the immediately following calendar year but in no circumstance later than January 15th of such year.

3. Section 11.7 of the Plan is hereby amended to provide as follows:

11.7 ACTUARIAL FACTORS. Supplemental retirement benefits of a Participant that are payable in a single sum form pursuant to the provisions of Sections 6.3, 7.3, or 8.2 shall be determined by using the interest rate on 30-year

U.S. Treasury bonds for the January immediately preceding the month in which the supplemental retirement benefit of a Participant under the Plan is to be paid in a lump sum form and the 1983 Group Annuity Mortality Table (without projection and a fixed blend of 50 percent of the male mortality and 50 percent of the female mortality rates). Actuarially equivalent benefits under the Plan for options other than Option I shall be determined using the UP-1984 Mortality Table with a 3-year setback and the Uniform Seniority Table and an 8% interest rate.

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

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

EXHIBIT 10(d)

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

THIS NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (the "Agreement") is made and entered into this 28th day of September, 2000, by and between APPLIED INDUSTRIAL TECHNOLOGIES, INC. (the "Company") and JOHN C. DANNEMILLER (the
"Executive"),

WITNESSETH:

WHEREAS, the Executive is currently serving as the Chairman of the Board of Directors of the Company; and

WHEREAS, the Executive has determined that he will resign as an employee of the Company effective October 31, 2000; and

WHEREAS, the Company desires to ensure that the Executive will not use his knowledge and experience during a certain period of time to compete with the Company or assist a competitor of the Company; and

WHEREAS, the Company and the Executive desire to make provision for payments that the Executive will be entitled to receive from the Company in consideration for the Executive's obligations and actions under this Agreement;

NOW, THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree as follows:

1. EFFECTIVE DATE OF AGREEMENT. This Agreement is effective as of October 31, 2000 (the "Effective Date") and shall continue in effect as provided herein.

2. RETIREMENT AND RESIGNATIONS. The Executive hereby:

(a) retires as an employee of the Company and of its subsidiaries as of the Effective Date,

(b) resigns from all boards and offices of any entity that is a subsidiary of or is otherwise related to or affiliated with the Company as of the Effective Date, and

(c) resigns from all administrative, fiduciary or other positions that the Executive may hold or has held with respect to arrangements or plans for, of, or relating to the Company as of the Effective Date.

The Company hereby consents to and accepts said resignations, and the Company records shall so reflect.

3. PAYMENTS TO EXECUTIVE. In consideration of the promises of the Executive set forth in this Agreement, including without limitation Paragraph 4 and Paragraph 5 hereof, the Company shall pay to the Executive the annual sum of $50,000 by January 15th of each of the next five calendar years. Such annual payments to the Executive shall be made by check or direct deposit to an account designated by the Executive and shall be reduced by any applicable federal, state and local tax or other required withholding. In addition, the Company agrees to increase the portion of the Shares payable to the Executive under a Performance-Accelerated Restricted Stock Award Agreement dated August 7, 1997 to 75% and to pay such Shares to the Executive on February 6, 2002 or, if earlier, upon any Change in Control (as defined in said agreement) or death.

4. NON-COMPETITION; CERTAIN ACTIONS.

(a) The Executive agrees that for a period commencing on the Effective Date through the fifth anniversary of the Effective Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor, director, or otherwise, with any other person, corporation, partnership, limited liability company, proprietorship, firm, association, or other business entity that manufactures, provides, sells, designs, or distributes products or services that are the same or similar products or services now, heretofore or hereafter provided, sold, designed or distributed by the Company or any of its affiliates within the markets and territory serviced by the Company, or any of its affiliates.

(b) The Executive agrees that during the Non-Compete Period, the Executive shall not, directly or indirectly, solicit the employment or assist in employing any person who on the Effective Date is an employee, officer or agent of the Company, or any of its affiliated, related or subsidiary entities. The Executive further agrees that he will not in any way interfere with the relationship between the Company and its customers, vendors and suppliers.

(c) The Executive agrees that the Executive will not, directly or indirectly, during the Non-Compete Period induce any person who is an employee, officer or agent of the Company, or any of its affiliates, to terminate such relationship.

(d) The Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 4 and this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designated to eliminate competition which otherwise would be unfair to the Company, are fully required to protect the legitimate interests of the Company, and do not confer a benefit upon the Company disproportionate to the detriment to the Executive.

5. CONFIDENTIAL INFORMATION; STATEMENTS TO THIRD PARTIES. The Executive acknowledges and agrees that, in the performance of the Executive's duties as an officer and employee of the Company, the Executive was and may be brought into frequent contact with, had or may have had access to, and/or became or may become informed of confidential and

proprietary information of the Company and/or information which is a trade secret of the Company (collectively, "Confidential Information"). The Executive acknowledges and agrees that Confidential Information includes, but is not limited to, information regarding: (i) customers or potential customers; (ii) vendors or suppliers; (iii) pricing structure and profit margins; (iv) employees and payroll policies; (v) computer systems; (vi) facilities or properties; and
(vii) other proprietary, confidential or secret information relating to the Company or any of its affiliates, or their respective businesses, products, activities or operating aspects. The Executive acknowledges and agrees that the Confidential Information of the Company gained by the Executive during the Executive's association with the Company was or will be developed by and/or for the Company through substantial expenditure of time, effort and money and constitutes valuable and unique property of the Company. The Executive agrees that commencing on the Effective Date the Executive shall keep in strict confidence, and shall not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Confidential Information of the Company without limitation as to when or how the Executive may have acquired such Confidential Information. The Executive further acknowledges and agrees that the Executive's obligation of confidentiality will survive, until and unless such Confidential Information of the Company has become, through no fault of the Executive, generally known to the public or the Executive is required by law (after providing the Company with notice and opportunity to contest such requirement) to make disclosure.

6. BREACH. The Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of the Executive's obligations under Paragraphs 4 and 5 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive's violation of any provision of Paragraphs 4 or 5 of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

7. CONTINUED AVAILABILITY AND COOPERATION. The Executive agrees to cooperate fully with the Company and with the Company's counsel in connection with any present and future actual or threatened litigation or administrative proceeding involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive's employment by the Company. The Executive shall be reimbursed by the Company for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys' fees (if independent legal counsel is necessary), incurred in connection with such cooperation, consultation and advice.

8. SUCCESSORS AND BINDING AGREEMENT.

(a) This Agreement will be binding upon and inure to the benefit of the Company and any successor of or to the Company, including, without limitation, any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such

successor shall thereafter be deemed included in the definition of "the Company" for purposes of this Agreement), but will not otherwise be assignable or delegable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. The death or disability (temporary or permanent) of the Executive following the execution and delivery of this Agreement will not affect or revoke this Agreement or excuse any of the obligations of the parties hereto.

(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement.

(d) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other party, assign or transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in subparagraph (a) or (b) of this Paragraph 8.

9. NOTICES. For all purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered, addressed to the Company (to the attention of the General Counsel) at its principal executive offices and to the Executive at his Executive's principal residence at 819 Tulip Lane, Sanibel, Florida, 33957, or to such other address as any party may have furnished to the other in writing and in accordance herewith. Notices of change of address shall be effective only upon receipt.

10. AMENDMENT AND WAIVER. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

11. GOVERNING LAW; JURISDICTION; VENUE. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such state.

12. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which will nevertheless remain in full force and effect.

13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

14. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings used herein are for convenience and are not part of this Agreement and shall not be used in construing it.

15. FURTHER ASSURANCES. Each party hereto shall execute such additional documents, and do such additional things, as may reasonably be requested by the other party to effectuate the purposes and provisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the date set forth above.

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

Witness:                          By:    /s/ David L. Pugh
          ----------------------       ------------------------------
                                        Its: President & Chief Executive Officer



Witness:                                 /s/ John C. Dannemiller
          ----------------------  -----------------------------------------
                                             JOHN C. DANNEMILLER