Document

The Board of Directors of Parker-Hannifin Corporation has adopted this Insider Trading Policy to prevent illegal insider trading and the appearance of illegal insider trading, and to protect Parker’s reputation for ethical business practices and sound stewardship. It is your obligation to understand and comply with this policy and all applicable securities laws. Please contact the Office of the General Counsel if you have any questions regarding this policy or securities laws generally.

The securities laws prohibit the purchase or sale of a public company’s securities by persons who are aware of “material nonpublic information” (as defined below) about such company. These laws also prohibit persons who are aware of such information from disclosing it to others who may trade in the company’s securities (such as friends, family members and business contacts). A company and its officers, directors and other supervisory personnel are also subject to liability if they do not take reasonable steps to prevent illegal insider trading.

The U.S. Securities and Exchange Commission, the U.S. Department of Justice and the U.S. Financial Industry Regulatory Authority aggressively investigate and pursue violations of insider trading laws. Regardless of the number of shares or dollar amounts involved, insider trading cases have been successfully prosecuted against companies, their directors, officers, employees and consultants, and the friends, family members and business contacts of their directors, officers, employees and consultants. Violations of insider trading laws can have serious consequences, such as:

•Controlling Person Liabilities. Authorities may impose “controlling person” liabilities on other persons (such as Parker and its directors, officers and other supervisory personnel) if they are found to have failed to take reasonable steps to prevent an insider trading violation. Penalties for “controlling persons” include civil fines of up to the greater of $1,000,000 or three times the profit gained or the loss avoided. Parker could also be subject to criminal fines of up to $25,000,000 in these cases.

Persons Covered. This policy applies to all directors, officers, employees and consultants of Parker and its subsidiaries. The restrictions that apply to you under this policy also apply to all immediate family members and any adult persons who reside with you, as well as those who do not reside with you but trade in securities based on your direction or subject to your influence or control (such as family members and friends who consult with you before trading in securities). You are responsible for making sure that the purchase or sale of any security covered by this policy by any such person complies with this policy.

Companies Covered. The restrictions described in this policy are not limited to trades involving Parker securities. This policy also covers trades involving securities of any other company with which Parker has a business relationship (such as customers, suppliers and those with which Parker may be negotiating significant transactions). Please keep in mind that information you obtain through your position with Parker that is not material to Parker may nevertheless be material to another company, and that trading securities of such other company while in possession of such information could violate insider trading laws.

Transactions Covered. Trading under this policy includes any purchases or sales of securities, including stock, derivative securities such as put and call options, and debt securities such as bonds and notes. Trading also includes certain transactions under Parker stock or equity plans which may or may not be obvious to you. For example, the following table compares certain transactions under Parker stock and equity plans that generally are not governed by this policy against those that generally are governed by this policy. Please contact the Office of the General Counsel if you have any questions as to whether or not any particular transaction would violate this policy.


Plan/Program	Trading activities generally not governed by this policy	Trading activities generally governed by this policy
Equity Awards (i.e., Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Long-Term Incentive Performance Plan (LTIP) Awards)	(a) Grant, vesting or exercise of such awards, (b) withholding of stock by Parker to cover taxes, or (c) accumulation of dividend equivalent units	Sale of the shares delivered after vesting or exercise, including shares sold to cover taxes (or costs of exercise, for stock options)
Retirement Savings Plan	Purchases of Parker stock made through payroll deductions or Parker matching contributions (if based on elections made at a time when you are unaware of material nonpublic information)	Elections to (a) modify the contribution allocation to your Parker Stock Fund or Parker Stock Match Fund, (b) transfer an existing account balance into or out of your Parker Stock Fund or Parker Stock Match Fund, (c) borrow against your account if the loan will result in liquidation of any part of your Parker Stock Fund or Parker Stock Match Fund, or (d) pre-pay a plan loan if pre-payment will result in allocation of loan proceeds to your Parker Stock Fund or Parker Stock Match Fund


Non-Qualified Deferred Compensation Plans (Deferred Compensation Plan, Savings Restoration Plan, Executive Deferral Plan)	Purchases of Parker stock made through payroll deductions or Parker matching contributions (if based on elections made at a time when you are unaware of material nonpublic information)	Elections to (a) modify the contribution allocation to your Parker Stock Fund or (b) transfer an existing account balance into or out of your Parker Stock Fund
Dividend Reinvestment Plan	Purchases of Parker stock made through (a) payroll deductions (if based on elections made at a time when you were unaware of material nonpublic information) or (b) automatic dividend reinvestments	Elections to (a) participate or modify your participation level, (b) start, modify or stop your contribution elections, (c) purchase Parker stock through voluntary cash payments or (d) sell Parker stock under the plan
Global Employee Stock Purchase Plan	Purchases of Parker stock made through payroll deductions (if based on elections made at a time when you were unaware of material nonpublic information)	Elections to (a) participate or modify your participation level, (b) start, modify or stop your contribution elections, (c) purchase Parker stock through voluntary cash payments or (d) sell Parker stock under the plan

No Trading on Inside Information. You may not trade in Parker securities, either directly or indirectly through family members, friends, business associates or other persons or entities, if you are aware of material nonpublic information relating to Parker. Similarly, you may not trade in the securities of any other company if you are aware of material nonpublic information about that company.

No Tipping. You may not provide material nonpublic information to others or recommend to anyone the purchase or sale of any securities when you are aware of such information. This practice, known as “tipping,” can also violate the securities laws and result in the same civil and criminal penalties that apply to illegal insider trading, even if you did not trade or personally profit from another’s trading.

•Short-Term Trading. For Parker directors and certain Parker officers and shareholders, buying or selling securities in the open market within six months of a corresponding purchase or sale. Note that such directors, officers and shareholders are also subject to the liability provisions of Section 16(b) of the Securities Exchange Act of 1934 for such “short-swing trades.”

Furthermore, certain transactions may provide ownership in Parker securities without the full risks and rewards of such ownership, and as a result are prohibited. These include hedging or monetization transactions involving Parker securities, such as zero-cost collars and forward sale contracts.

Post-Termination Trading. This policy continues to apply to you after you terminate your employment or other services to Parker and its subsidiaries. In other words, if you are aware of material nonpublic information when your employment or service relationship terminates, you may not trade until that information has become public or is no longer material.

No Exceptions or Circumvention. Personal financial emergency or hardship does not excuse you from compliance with this policy. There are no exceptions for comparatively small transactions. Attempting to accomplish indirectly what is directly prohibited in this policy is also prohibited.

Pre-Clearance and Blackout Procedures. To help prevent inadvertent violations of the securities laws and avoid even the appearance of illegal insider trading, Parker’s directors and executive officers are required to obtain pre-clearance from designated individuals within the Office of the General Counsel prior to trading in Parker securities. Pre-clearance to trade will not constitute legal advice or advice regarding the investment aspects of any transaction, and the Office of the General Counsel is in no way obligated to pre-clear any purchase or sale of Parker securities. Pre-clearance of a transaction is valid until the earlier to occur of (a) the expiration of a three (3) business day period, (b) you become aware of material nonpublic information, or (c) commencement of a blackout period (as defined below). If the transaction order is not placed within such period, pre-clearance of the transaction must be re-requested.

Parker’s directors and executive officers, as well as certain designated Parker employees, are required to refrain from trading in Parker securities during specified periods where material financial or other information has not yet been released to and fully absorbed by the public (such periods, “blackout periods”). Blackout periods for Parker directors, executive officers and any other employees, as designated by the Chief Financial Officer or the General Counsel, include (a) the period beginning on the tenth business day of the last calendar month of each fiscal quarter, and ending on the day immediately after the first full trading day following the public release of Parker’s quarterly or annual earnings for that fiscal quarter, and (b) any special periods during which a significant, non-routine event is occurring or will occur as determined by the Office of the General Counsel. Parker will notify affected individuals in the event of a special blackout period going into effect.

SEC Rule 10b5-1(c) provides a defense for an insider to trade when he or she may be in possession of material nonpublic information if the trade occurs under a pre-arranged “Rule 10b5-1 trading plan” that meets certain conditions. Under the rule, if you enter into an instruction, a written plan or a binding contract that specifies the amount, price and date on which securities are to be purchased or sold, and if the plan is established at a time when you do not possess material nonpublic information, then you may claim a defense to insider trading liability even if trades occur under the plan at a time when you are in possession of material nonpublic information. The plan may specify the amount, price and date through a formula or specific parameters under which another person has discretion to trade on your behalf. Under no circumstances, however, should you exercise any subsequent discretion or influence over the trades. In addition, if your broker or another person has discretion to trade on your behalf, he or she may not make any such trades while in possession of material nonpublic information.

It is important that you properly document the details of your Rule 10b5-1 trading plan. In addition to the requirements described above, there are a number of complex conditions that must be satisfied before your plan can provide a defense from insider trading liability. These conditions include that you act in good faith with respect to your plan, do not modify or terminate your plan while in possession of material nonpublic information, and do not enter into corresponding or hedging transactions or positions. In addition, any new Rule 10b5-1 trading plan and any modification to (or termination of) an existing plan is subject to certain “cooling off” periods before the first trade can occur. For Parker officers and directors, this cooling off period generally is the later of (a) 90 days after the plan’s adoption, modification or termination and (b) two business days after Parker files its latest Form 10-Q or 10-K with the SEC. For all other persons, the cooling off period is 30 days after the plan’s adoption, modification or termination. Please note that any modification to an existing plan is treated as a new plan subject to a new cooling off period, and the law significantly limits your ability to maintain more than one plan at a time.

All Rule 10b5-1 trading plans must be reviewed and approved by the Office of the General Counsel before they can be established, modified or terminated. In order to obtain approval of the Office of the General Counsel, your plan must satisfy the conditions described above and each of the following conditions: (a) the plan must be established at a time when you are not in possession of material nonpublic information; and (b) if you are a Parker officer or director, the plan must include a certification that (i) you are not aware of any material non-public information about Parker or its securities and (ii) you are adopting the plan in good faith and not as a part of a plan or scheme to evade the prohibitions of Section 10(b) or Rule 10b-5 of the Securities Exchange Act of 1934.

Material Information. Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security, or would view its disclosure as having significantly altered the “total mix” of information available. Both positive and negative information can be material. Common examples of material information are:

You should note that, in the event of an insider trading inquiry, your trading activities will be evaluated and scrutinized by authorities after the fact and with the benefit of hindsight. Therefore, if there is any question as to whether or not any particular information is material, you should assume that it is and refrain from trading until the information has been released to and fully absorbed by the public.

Nonpublic Information. Information is “nonpublic” if it is not generally known or available to the public. A common misconception is that information loses its “nonpublic” status as soon as a press release disclosing the information is issued. However, information is considered to be generally known or available to the public only when (a) it has been released broadly to the marketplace and (b) the investing public has had time to fully absorb it. Parker’s general rule is that information remains nonpublic for a period of one full trading day after it is disclosed to the public by press release or SEC filing.

Maintaining the confidentiality of Parker information is necessary for ensuring compliance with this policy and the securities laws and for competitive, security and other business reasons. You should treat all information you learn about Parker or its business plans in connection with your employment as confidential and proprietary to Parker. Inadvertent disclosure of such information may significantly increase your risk of violating this policy and the securities laws. As a result, it is critical that the disclosure of information about Parker to outsiders (such as the press, investment analysts and others in the financial community) be made on Parker’s behalf only through authorized individuals. Refer to Global Policy 1.21 for Parker’s requirements on investor, media and government communications.

The ultimate responsibility for adhering to this policy and avoiding illegal insider trading rests with you. Failure to comply with this policy may subject you to disciplinary action by Parker, including removal or dismissal for cause, whether or not your failure to comply with this policy results in a violation of law.

Your compliance with this policy is of critical importance for both you and Parker. If you have any questions about this policy or the securities laws generally, please contact the Office of the General Counsel. Do not try to resolve uncertainties on your own, as the rules relating to insider trading are often complex, are not always intuitive and, as described above, carry potentially severe consequences.


Functional Leader:			Approved:
Joseph R. Leonti Vice President, General Counsel and Secretary			Board of Directors