0000950152-05-000751 Sample Contracts

THE TIMKEN COMPANY Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • February 4th, 2005 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of stock options evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on [DATE] (the “Date of Grant”), and the execution of a stock option agreement in the form hereof was authorized by a resolution of the Committee duly adopted on [DATE]; and

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THE TIMKEN COMPANY Restricted Shares Agreement
Restricted Shares Agreement • February 4th, 2005 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of restricted shares evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on ___, and the execution of a restricted shares agreement in the form hereof was authorized by a resolution of the Committee duly adopted on such date.

DIRECTOR DEFERRED COMPENSATION PLAN THE TIMKEN COMPANY ELECTION AGREEMENT
Director Deferred Compensation Plan • February 4th, 2005 • Timken Co • Ball & roller bearings

I, , hereby elect to participate in the Director Deferred Compensation Plan for The Timken Company (the “Plan”) with respect to the Compensation that I may receive beginning January 1, 2005.

THE TIMKEN COMPANY Performance Unit Agreement
Performance Unit Agreement • February 4th, 2005 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of Performance Units, each with a cash value of $100.00, was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) that was duly adopted on January 31, 2005 (the “Date of Grant”), and the execution of a Performance Unit agreement in the form hereof was authorized by a resolution of the Committee duly adopted on January 31, 2005;

Contract
Deferred Compensation Plan • February 4th, 2005 • Timken Co • Ball & roller bearings

I, ___, hereby elect to participate in the 1996 Deferred Compensation Plan for The Timken Company (the “Plan”) adopted with respect to the compensation that I may receive beginning January 1, 2005. (You may complete any or all of the Sections numbered I through VII below, but you must complete Section VIII.)

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