exv10w4





Exhibit 10.4


DIRECTOR DEFERRED COMPENSATION PLAN


THE TIMKEN COMPANY


ELECTION AGREEMENT


          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 for the year beginning January 1, 2008.


          I hereby elect to defer payment of the Compensation that I otherwise would be entitled to
receive as follows:








Deferral of Cash


1. Percentage or dollar amount of Board retainer and
Committee fees earned in 2008:



	 	 	 
	25% [     ]
	 	100% [     ]
	50% [     ]
	 	      % [     ]





$      [     ]


2. Percentage of deferred amount to be invested in
Common Shares fund and/or cash fund (total of
percentages must equal 100%):



	a.	 	Common Shares fund ___%
	 
	b.	 	Cash fund ___%





3. To the extent of any election to Common Shares fund,
percentage of dividend equivalents to be invested in
Common Shares fund and/or cash fund (total of
percentages must equal 100%)



	a.	 	Common Shares fund ___%
	 
	b.	 	Cash fund ___%





4. Please make payment of the above specified
Compensation together with all accrued interest
reflected in my Account as follows:



	a.	 	Pay in lump sum [     ]
	 
	b.	 	Pay in ___ (not to exceed 40) approximately equal
quarterly installments (based on initial value) [     ]





5. Please defer payment or make payment of first
installment of the specified Compensation as follows:



	a.	 	Defer until my Termination of Service [     ]
	 
	b.	 	Defer until                      [     ] (specify date or number
of years following my Termination of Service)








 




Please be sure each numbered item is completed










 Deferral of Common Shares


1. Percentage or dollar amount value of
Common Shares earned as a result of the
annual automatic award in 2008:



	 	 	 
	25% [     ]
	 	100% [     ]
	50% [     ]
	 	___% [     ]






	 	 	 
	___shares[     ]
	 	$      [     ]





2. Percentage of dividend equivalents to be
invested in Common Shares fund and/or cash
fund (total of percentages must equal 100%)



	a.	 	Common Shares fund ___%
	 
	b.	 	Cash fund ___%





3. Please make payment of the above
specified Compensation together with all
accrued earnings reflected in my Account as
follows:



	a.	 	Pay in lump sum [     ]
	 
	b.	 	Pay in ___ (not to exceed 40) approximately
equal quarterly installments (based on
initial value) [     ]




4. Please defer my receipt of Common Shares
together with the cash credited to my Account
equal to dividends or other distributions
paid on the number of shares reflected in
such Account, together with all accrued
earnings, as follows:



	a.	 	Defer until my Termination of Service [     ]
	 
	b.	 	Defer until       [     ] (specify date or
number of years following my Termination of
Service)
	 
	 
	 
	 
	 
	 





 


 



Please be sure each numbered item is completed





















 





          I acknowledge that I have reviewed the Plan and understand that my participation will be
subject to the terms and conditions contained in the Plan. Capitalized terms used, but not
otherwise defined, in this Election Agreement shall have the respective meanings assigned to them
in the Plan.




          I understand that this Election Agreement applies only to the compensation earned by me during
the period specified above and will not apply to compensation earned in subsequent years.




          I understand the, generally, my Termination of Service will occur when I cease to be a
Director. However, if I continue to provide services to the Company (as an employee or independent
contractor) after I cease to be a Director, my Termination of Service may not occur until a later
date, and if I become an employee following my service as a Director, I may be subject to a
six-month waiting period after my Termination Date.




          I acknowledge that I have been advised to consult with my own financial, tax, estate planning
and legal advisors before making this election to defer in order to determine the tax effects and
other implications of my participation in the Plan.




          I understand that amendments to bring the Plan into compliance with Section 409A of the
Internal Revenue Code are necessary, and I further agree that the Company has my consent to make
these amendments with an effective date not later than January 1, 2009.




Dated this       day of                     , 2007.




	 	 	 
	 

	 	 
	(Signature)

	 	(Print or type name)