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                                                                      Exhibit 10

                                 THIRD 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 two occasions; and

         WHEREAS, the Company desires to again amend the Plan;

         NOW, THEREFORE, effective as of October 1, 2000, 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 as of the January 1st or July 1st immediately following his
retirement, whichever occurs earlier (the "Payment Date"); provided, however,
that if such payment would cause the recognition of a settlement of a pension
obligation on the income statement of the Company under the provisions of the
Financial Accounting Standards Board Statement 88 (a "Settlement Expense"), such
payment shall be made in installments beginning with the Payment Date and
continuing on the first day of each fiscal year of the Company thereafter in
such maximum amounts which will, in the opinion of the Plan's actuary, not cause
a Settlement Expense. Any portion of a lump sum payment which is not paid to a
Participant on the Payment Date shall accrue interest until paid in accordance
with the foregoing


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provisions of this Section 6.3 at the annual rate utilized by the actuary for
Plan accrual purposes on the date such Participant retires.

         Executed at Cleveland, Ohio, this 28th day of December , 2000.
                                           ----        --------

                                           APPLIED INDUSTRIAL TECHNOLOGIES, INC.

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

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