0000950152-06-000981 Sample Contracts

THE TIMKEN COMPANY Nonqualified Stock Option Agreement

Nonqualified Stock Option Agreement • February 10th, 2006 • Timken Co • Ball & roller bearings • Ohio

• Contract Type
  Nonqualified Stock Option Agreement
• Filed
  February 10th, 2006
• Company
  Timken Co
• Industry
  Ball & roller bearings
• Jurisdiction
  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

THE TIMKEN COMPANY Restricted Shares Agreement

Restricted Shares Agreement • February 10th, 2006 • Timken Co • Ball & roller bearings • Ohio

• Contract Type
  Restricted Shares Agreement
• Filed
  February 10th, 2006
• Company
  Timken Co
• Industry
  Ball & roller bearings
• Jurisdiction
  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.

THE TIMKEN COMPANY Performance Unit Agreement

Performance Unit Agreement • February 10th, 2006 • Timken Co • Ball & roller bearings • Ohio

• Contract Type
  Performance Unit Agreement
• Filed
  February 10th, 2006
• Company
  Timken Co
• Industry
  Ball & roller bearings
• Jurisdiction
  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 [DATE] (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 [DATE];

THE TIMKEN COMPANY Deferred Shares Agreement

Deferred Shares Agreement • February 10th, 2006 • Timken Co • Ball & roller bearings • Ohio

• Contract Type
  Deferred Shares Agreement
• Filed
  February 10th, 2006
• Company
  Timken Co
• Industry
  Ball & roller bearings
• Jurisdiction
  Ohio

WHEREAS, the grant of deferred 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 February 6, 2006 (the “Date of Grant”), and the execution of a deferred shares agreement in the form hereof was authorized by a resolution of the Committee duly adopted on February 6, 2006.