EXHIBIT 10.1



                                      January 1, 2003 (revised January 31, 2005)


                              THE TIMKEN COMPANY
                          MANAGEMENT PERFORMANCE PLAN


Purpose

The purpose of The Timken Company (the "Company") Management Performance Plan
(the "Plan") is to promote the profitable growth of the Company by:

 *  Providing rewards for achieving increasing levels of return on capital.

 *  Recognizing corporate, business unit and individual performance achievement.

 *  Attracting, motivating and retaining superior executive talent.

Administration

It is the responsibility of senior management of the Company to execute the
provisions of the Plan.  Based on senior management recommendations, the
Compensation Committee (the "Committee") approves financial goals,
participation, target bonus awards, actual bonus awards, timing of payment and
other actions necessary to the administration of the Plan.

Participation

The participant group includes Company executive officers and other key
employees of the Company and its subsidiaries in positions assigned to Grades 7
or higher based on the Company's job evaluation process.

Bonus Opportunity

Each position is assigned a target bonus expressed as a percentage of annual
base salary.  The targets are based on market data for companies that are
similar for compensation purposes, including companies of similar size and
similar industries.  The targets are reviewed annually by management, and the
Committee will approve all target bonuses for officers.

The full target bonus opportunity represents an appropriate bonus award if
performance standards are met for Corporate, Business Unit and Individual
results.

Bonus funds for the three components-Corporate, Business Unit and Individual-
will be developed independently based on performance achievement versus the
goal(s) for each component.  The actual value of each component can range from
0% to 200% of target based on performance.


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For most participants, the total bonus will be the sum of the amounts for
Corporate, Business Unit and Individual performance.  In general, the more
senior participants will have greater weight placed on corporate results, while
other participants will have a greater weight placed on business unit and
individual performance results.

The allocations to corporate, business unit and individual performance will be
reviewed annually and changes to the allocations will be determined by senior
management.

Performance Measures

Corporate/Business Unit Components

The primary Corporate and Business Unit performance measure is Return on
Invested Capital, one measure of which is Earnings Before Interest and Taxes
(EBIT) divided by Beginning Invested Capital (BIC).

At the beginning of each year, the Committee will specify the EBIT/BIC and other
financial or non-financial performance measures to be used to evaluate Corporate
and Business Unit performance for the coming year.  Potential performance
measures include, but are not limited to:

     *    Cash flow (including free cash flow)
     *    Continuous improvement
     *    Cost of capital
     *    Customer service
     *    Debt reduction
     *    Earnings growth (including earnings per share and earnings before
          interest and taxes)
     *    Financial performance exceeding that of peer/competitor companies
     *    Improvement of shareholder return
     *    Inventory management
     *    Net income
     *    Productivity improvement
     *    Profit after taxes
     *    Quality
     *    Recruitment and development of excellent associates with emphasis on
          diversity
     *    Reduction of fixed costs
     *    Return on assets
     *    Return on equity
     *    Return on invested capital (EBIT/BIC)
     *    Sales from new products
     *    Sales growth
     *    Successful start-up of new facility
     *    Successful acquisition/divestiture
     *    Working Capital


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For the Corporate, Business Unit and Individual components of the Plan, the size
of the award will be determined by the degree to which targets are achieved for
each measure within that component.  Awards for corporate performance that falls
between threshold, target and maximum will be interpolated.

If the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Corporation, the manner in which it
conducts business or other events or circumstances render the performance
objectives to be unsuitable, the Committee may modify such performance
objectives or the related minimum acceptable level of achievement, in whole or
in part, as the Committee deems appropriate.


Individual Component

Individual performance goals will be established for each participant consistent
with the Company's performance management process.  The participant's supervisor
will assess the participant's performance against these goals and make a
determination of the amount of bonus to be earned for the individual component
of the Plan.  While the value of the individual component can range from 0% to
200% of target for a specific individual, the sum of individual award components
for all participants must not exceed 100% of the final individual fund.

Award Determination

A participant's bonus award will be determined by adding the value of each of
the applicable components (corporate, business unit, individual) once
performance is considered.  The sum of all participant bonus determinations will
equal the Total Fund.

Minimum Performance Requirement

For a payment to be earned for any portion of this Plan, the Company must report
a predetermined net profit for the Plan year after taking into account all Plan
payments for that year.  Once the predetermined profit level is achieved, the
Plan will function as outlined.  If the predetermined profit level is not
achieved, no awards will be paid under the Corporate, Business Unit or
Individual component of the Plan.

Bonus Payments

At the end of the year, senior management will determine whether Corporate
performance has exceeded the minimum performance requirement for paying
bonuses.  Senior management will recommend to the Committee the Total Fund
based on its assessment of performance achievement at Corporate, Business Unit
and individual levels.  The Committee may make further adjustments to such
management recommendations based on its assessment of financial and non-
financial performance.

Awards under the Plan will be paid in cash as soon as practicable after the
Committee's determination of the award payments, but in no event later than two
and one-half months after the close of the last fiscal year of the Company to
which the award relates.



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One hundred percent of awards under the Plan will be included in pension
earnings and earnings for the purpose of calculating 401(k) plan benefits.
Awards will not be included for purposes of any other employee benefits plans,
except long-term disability.


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