0000950152-08-000880 Sample Contracts

THE TIMKEN COMPANY Performance-Vested Restricted Shares Agreement

Performance-Vested Restricted Shares Agreement • February 7th, 2008 • Timken Co • Ball & roller bearings • Ohio

• Contract Type
  Performance-Vested Restricted Shares Agreement
• Filed
  February 7th, 2008
• Company
  Timken Co
• Industry
  Ball & roller bearings
• Jurisdiction
  Ohio

WHEREAS, the grant of performance-vested 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 performance-vested 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 7th, 2008 • Timken Co • Ball & roller bearings • Ohio

• Contract Type
  Performance Unit Agreement
• Filed
  February 7th, 2008
• 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];