EX-4(C)



 





Exhibit 4(c)




THE TIMKEN COMPANY




EMPLOYEE SAVINGS PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I — DEFINITIONS

	 	 	2	 
	 
	 	 	 	 
	ARTICLE II — ELIGIBILITY AND PARTICIPATION

	 	 	24	 
	 
	 	 	 	 
	ARTICLE III — SALARY REDUCTION CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS

	 	 	27	 
	 
	 	 	 	 
	ARTICLE IV — COMPANY CONTRIBUTIONS

	 	 	29	 
	 
	 	 	 	 
	ARTICLE V — VESTING AND ACCRUAL

	 	 	37	 
	 
	 	 	 	 
	ARTICLE VI — OPERATION OF THE TRUST

	 	 	41	 
	 
	 	 	 	 
	ARTICLE VII — DISTRIBUTIONS FROM THE TRUST

	 	 	50	 
	 
	 	 	 	 
	ARTICLE VIII — EQUITY DETERMINATION

	 	 	69	 
	 
	 	 	 	 
	ARTICLE IX — LOANS FROM THE TRUST

	 	 	78	 
	 
	 	 	 	 
	ARTICLE X — VOTING OF SHARES HELD BY THE TRUSTEE

	 	 	82	 
	 
	 	 	 	 
	ARTICLE XI — MERGER, CONSOLIDATION OR TRANSFER

	 	 	83	 
	 
	 	 	 	 
	ARTICLE XII — CONDITIONS TO THE EFFECTIVENESS AND CONTINUANCE OF THIS PLAN

	 	 	84	 
	 
	 	 	 	 
	ARTICLE XIII — AMENDMENT OR TERMINATION OF PLAN

	 	 	85	 
	 
	 	 	 	 
	ARTICLE XIV — NONALIENATION OF PARTICIPANTS’ INTERESTS

	 	 	87	 
	 
	 	 	 	 
	ARTICLE XV — TENDER OFFERS

	 	 	89	 
	 
	 	 	 	 
	ARTICLE XVI — TOP-HEAVY PROVISIONS

	 	 	91	 
	 
	 	 	 	 
	ARTICLE XVII — PLAN ADMINISTRATION

	 	 	96	 
	 
	 	 	 	 
	ARTICLE XVIII — VETERANS’ RIGHTS

	 	 	101	 
	 
	 	 	 	 
	ARTICLE XIX — ESOP PROVISIONS

	 	 	103	 
	 
	 	 	 	 
	ARTICLE XX — GENERAL PROVISIONS

	 	 	110	 






-i-




 









 





THE TIMKEN COMPANY EMPLOYEE SAVINGS PLAN




     The Rail Bearing Service Corporation Profit Sharing Plan, effective November 1, 1977, was
merged into the Rail Bearing Service Employee 401(k) Savings Plan, effective January 1, 1992, to
constitute the Plan, effective January 1, 1998. It was, thereafter, amended effective March 1,
1998, and December 18, 1998.



     The Plan was further amended and restated generally effective December 31, 2000 and December
31, 2002.



     The Plan was amended generally effective December 31, 2003, except as otherwise specifically
stated, merged with the portion of The Timken Company Savings and Investment Pension Plan that
included Timken Industrial participants and renamed The Timken Company Employee Savings Plan. The
Plan was further amended generally effective December 31, 2004.



     This Plan was amended and restated effective December 31, 2004, except as otherwise
specifically stated, and December 31, 2005, except as otherwise specifically stated.


     This amendment and restatement shall be generally effective January 1, 2007, except as
otherwise specifically stated herein.




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ARTICLE I -Definitions



     The following terms, when used herein, shall have the meanings herein stated:



     1. Account — The account maintained for a Participant to record his aggregate share of
the contributions to the Plan and adjustments relating thereto. Each Participant’s Account shall
include amounts allocated to one or more of the following subaccounts: Company Matching Account,
401(k) Plus Contribution Account, Profit Sharing Contribution Account, Stock Matching Contribution
Account, Salary Reduction Contribution Account and Rollover Contribution Account. Each
Participant’s Account shall be apportioned into an ESOP Account and a Non-ESOP Account.



     2. Accrued Benefit — The balance of a Participant’s Account held under the Trust.



     3. Administrative Delegate — One or more persons or institutions to whom Timken has
delegated certain administrative functions pursuant to a written administrative agreement.



     4. Beneficial Interest — The proportionate allocation of assets held by the Plan in
the name of the Trust on behalf of each Participant, which allocation is determined each business
day for each Participant by the ratio of total contributions to the Plan made on the Participant’s
behalf compared to the total contributions to the Plan made on behalf of all Participants.



     5. Beneficial Loan Interest — The market value of the assets representing the
Participant’s Beneficial Interest in his Account, other than non-vested portions of 401(k) Plus
Contribution Accounts, Company Matching Contribution Accounts, Stock Matching Contribution
Accounts, Profit Sharing Contribution Accounts, whether made by the Company or by a Participant,
in the custody of the Trustee as of any Valuation Date, determined for Timken Stock by the market
price for such common stock, as reported by the New York Stock Exchange, on any Valuation Date and
for other investment options by the market value on the most recent Valuation Date immediately
preceding the date of the loan.



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     6. Beneficiary — One or more persons, trusts or other entities determined for a
Participant in accordance with Article VII, Section 2.



     7. Benefit Starting Date — The first day of the first period for which a benefit is
payable.



     8. Code — The Internal Revenue Code of 1986, as amended, or any successor Internal
Revenue Code.



     9. Company — Timken, as well as all members of a controlled group of corporations or
commonly controlled trades or businesses (as defined in Section 414(b) and (c) of the Code, as
modified by Section 415(h) of the Code) or affiliated service groups (as defined in Section 414(m)
of the Code) of which Timken is a part (with such entities being sometimes referred to as
“Controlled Group Member(s)”), and any successors thereof, provided that such successors remain
Controlled Group Members.



     10. Company Contributions — The portion of the Trust attributable to Company Matching
Contributions, Stock Matching Contributions, Profit Sharing Contributions, and 401(k) Plus
Contributions.



     11. Company Matching Contribution Account — The account maintained on behalf of a
Participant that reflects the Company Matching Contributions (and allocated income) attributable to
the Participant. There shall be an ESOP Subaccount and a Non-ESOP Subaccount within the Company
Matching Contribution Account.



     12. Company Matching Contributions — The portion of the Trust attributable to
contributions made pursuant to Article IV, Section 2 hereof.



     13. Credited Service — Continuous Service, adjusted to exclude Continuous Service
prior to a One Year Break in Service, unless such Continuous Service is restored pursuant to the



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following sentence. If a Participant who has a One Year Break in Service is re-employed by
the Company and his Continuous Service prior to such One Year Break in Service is taken into
account under the Plan, credit for years of Continuous Service prior to the One Year Break in
Service shall be restored as Credited Service upon the Participant’s completion of one year of
Continuous Service after the Participant’s reemployment date.




     14. Disability — Any permanent disability qualifying the Participant for disability
benefits under the federal Social Security system.



     15. Employee — Any common-law employee of a Controlled Group Member and any individual
who is a Leased Employee. For purposes of the Plan, a Leased Employee is any person who is not an
employee of a Controlled Group Member and who provides services to a Controlled Group Member if (a)
such services are provided pursuant to an agreement between a Controlled Group Member and any
leasing organization, (b) such person has performed such services for a Controlled Group Member on
a substantially full-time basis for a period of at least one year, and (c) such services are
performed under primary direction or control by a Controlled Group Member.



     16. Employer — Any Controlled Group Member that is approved by Timken to participate
in the Plan. Effective as of December 31, 2004, RBS and Timken Industrial are Employers under the
Plan.



     17. ERISA — Public Law No. 93-406, the Employee Retirement Income Security Act of
1974, as amended from time to time.



     18. ESOP — The portion of the Plan that is described in Article XIX and is intended to
be a stock bonus plan, as defined in Treasury Regulation Section 1.401-1(b)(1)(iii), and an
employee stock ownership plan, satisfying the requirements of Section 4975(e)(7) of the Code.



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     19. ESOP Account — The portion of a Participant’s Account that is included in the ESOP
and is comprised of all ESOP Subaccounts. The ESOP Account of each Participant shall represent the
portion of the Participant’s Account invested in Timken Stock and cash, if any, allocated to the
Participant under the ESOP in accordance with Article XIX, as adjusted in accordance with the Plan.



     20. ESOP Subaccount — The portion of one of the following subaccounts that is included
in the ESOP: Company Matching Account, 401(k) Plus Contribution Account, Profit Sharing
Contribution Account, Stock Matching Contribution Account, Salary Reduction Contribution Account
and Rollover Contribution Account.



     21. Fiduciaries — The Company, the Plan Administrator and the Trustee, but only with
respect to the specific responsibilities of each for Plan and Trust administration.



     22. Forfeitures — The non-vested portion, if any, of a Participant’s Account forfeited
as a result of a One Year Break in Service by the Participant prior to the time he becomes one
hundred percent Vested in his Account. A Forfeiture occurs immediately after the earlier of the
distribution of the entire Vested portion of a Participant’s Account or the last day of the Plan
Year in which his fifth consecutive One Year Break in Service occurs.



     23. 401(k) Plus Contribution Account. The account maintained on behalf of a
Participant that reflects the 401(k) Plus Contributions (and allocated income) attributable to the
Participant. There shall be an ESOP Subaccount and a Non-ESOP Subaccount within the 401(k) Plus
Contribution Account.



     24. 401(k) Plus Contributions — The portion of the Trust attributable to contributions
made pursuant to Article IV, Section 4 hereof.



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     25. Gross Earnings — An Employee’s regular salary or wages paid (including any
overtime or premium payments) while he is eligible for the Plan, and including the management
performance bonus, salary or wage reduction contributions to The Timken Company Flexible Benefits
Program for Salaried and Certain Hourly Employees, but excluding any other special types of
payments, such as, but not limited to, suggestion awards, moving allowance, vacation option pay, or
supplemental unemployment compensation, retirement, dismissal or severance pay. Gross Earnings
include payments under the Annual Performance Award plan, but not the Rail Bearing Service Plant
Bonus Plan or the Niles Incentive Plan. For purposes of this Plan, Gross Earnings cannot exceed
$200,000 during a Plan Year (or, if greater, the dollar limitation in effect under Section
401(a)(17) of the Code ($225,000 effective January 1, 2007)).



     26. Highly Compensated Employee — Any Employee who during the current Plan Year or the
preceding Plan Year




	 	(a)	 	was a five-percent owner at any time of the Company’s
outstanding common stock, or
	 
	 	(b)	 	for the preceding year received compensation from the Company
in excess of $80,000 (or, if greater, the dollar limitation in effect under
Section 414(q)(1)(B) of the Code ($100,000 effective January 1, 2007)).
	 
	 	 	 	For purposes of this definition, an Employee’s compensation is the
following:






	 	(i)	 	wages, salaries, fees for professional
services, and other amounts received (without regard to whether or not
an amount is paid in cash) for personal services actually rendered in
the course of employment with the Company to the extent that the
amounts are




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	 	 	 	includable in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of
a percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements or other expense
allowances under a non-accountable plan as described in Section
1.62-2(c) of the Treasury regulations).
	 
	 	(ii)	 	in the case of an Employee who is a
self-employed employee, the Employee’s earned income;
	 
	 	(iii)	 	amounts described in Sections 104(a)(3),
105(a), and 105(h) of the Code, but only to the extent that these
amounts are includable in the gross income of the Employee;
	 
	 	(iv)	 	amounts paid or reimbursed by the Company for
moving expenses incurred by an Employee, but only to the extent at the
time of the payment it is reasonable to believe that these amounts are
not deductible by the Employee under Section 217 of the Code;
	 
	 	(v)	 	the value of a non-qualified stock option
granted to an Employee by the Company, but only to the extent that the
value of the option is includable in the gross income of the Employee
for the taxable year in which granted;
	 
	 	(vi)	 	the amount includable in the gross income of an
Employee upon making the election described in Section 83(b) of the
Code;
	 
	 	(vii)	 	elective salary reduction contributions to a
cafeteria plan, cash or deferred arrangement or tax sheltered annuity,
and non-taxable




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	 	 	 	salary reductions utilized for qualified transportation fringe
benefits.






     The amounts described in subparagraphs (i) and (ii) above include foreign
earned income as defined in Section 911(b) of the Code, whether or not excludable
from gross income under Section 911 of the Code. Compensation described in
subparagraph (i) above is to be determined without regard to the exclusions from
gross income in Sections 931 and 933 of the Code. Similar principles are to be
applied with respect to income subject to Sections 931 and 933 in determining
compensation described in subparagraph (ii) above.




Compensation does not include the following:




	 	(A)	 	contributions made by the Company
on behalf of an Employee to a simplified employee pension plan
described in Section 408(k) of the Code. Additionally, any
distributions from a plan of deferred compensation are not
considered as compensation, regardless of whether such amounts
are includable in the gross income of the Employee when
distributed. However, any amounts received by an Employee
pursuant to an unfunded non-qualified plan are permitted to be
considered as compensation in the year the amounts are
includable in the gross income of the Employee;
	 
	 	(B)	 	amounts realized from the
exercise of a non-qualified stock option, or when restricted
stock (or property) held by an




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	 	 	 	Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
	 
	 	(C)	 	amounts realized from the sale,
exchange or other disposition of stock acquired under a
qualified stock option;
	 
	 	(D)	 	other amounts which receive
special tax benefits, such as premiums for group term life
insurance (but only to the extent that the premiums are not
includable in the gross income of the Employee), or
contributions made by the Company (whether or not under a salary
or wage reduction agreement) toward the purchase of an annuity
contract described in Section 403(b) of the Code whether or not
the contributions are excludable from the gross income of the
Employee.






     The compensation actually paid or made available to an Employee within the
limitation year is the compensation used for purposes of applying the limitations of
Section 415 of the Code. Compensation for an Employee includes compensation from
all employers that are Controlled Group Members, regardless of whether the
Employee’s particular employer has a qualified plan.



     27. Income — The net gain or loss of the Trust from investments, as reflected by
interest received and accrued, dividends received, realized and unrealized gains and losses on
securities, other investment transactions and expenses paid from the Trust. In determining the
income of the Trust for any period, assets shall be valued on the basis of their current market
value.



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     28. Internationalist — Any Employee who meets the requirements of Article II, who is
not described in clauses (a) through (j) of Section 32 of Article I, who is classified by a
Controlled Group Member as a salaried management Employee who has served, is serving or will serve
on one or more international assignments for the Company, who is expected to change international
assignments among different countries on a frequent basis during his career with the Company and
who has been designated by Timken as an Internationalist. Timken shall offer such a designation to
such an Employee pursuant to a written agreement, which designation shall not be effective until
accepted by the Employee and which designation shall control solely for purposes of the Plan.
Timken shall have sole and absolute discretion in making, suspending or removing such a
designation, provided the above listed business criteria shall be used.



     29. Non-ESOP Account — The portion of a Participant’s Account that is not included in
the ESOP and is comprised of all non-ESOP Subaccounts. The Non-ESOP Account of each Participant
represents the portion of the Participant’s Account invested in investment options other than
Timken Stock, as adjusted in accordance with the Plan.



     30. Non-ESOP Subaccount — The portion of one of the following subaccounts that is not
included in the ESOP: Company Matching Account, 401(k) Plus Contribution Account, Profit Sharing
Contribution Account, Stock Matching Contribution Account, Salary Reduction Contribution Account
and Rollover Contribution Account.



     31. Normal Retirement Age — The date on which the Employee attains the age of
sixty-five.



     32. Participant — Any Employee of Timken Industrial or at RBS’s facilities in Carlyle,
Illinois; Lenexa, Kansas; Mascot, Tennessee; or Ogden, Utah, who meets the requirements of Article
II hereof, but excluding the following:



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	 	(a)	 	any Employee who is in a bargaining unit covered by a
collective bargaining agreement (unless such agreement provides for coverage
hereunder of Employees in such unit);
	 
	 	(b)	 	all Leased Employees;
	 
	 	(c)	 	any individual who has signed an individual employment
agreement or a personal services agreement with a Controlled Group Member
(unless such agreement provides for coverage hereunder of such individual) or
who is classified by a Controlled Group Member as a “Paid Hourly for Work
Performed” employee;
	 
	 	(d)	 	any individual who is compensated through a third party and not
through a Controlled Group Member’s payroll;
	 
	 	(e)	 	any nonresident alien who receives no earned income from a
Controlled Group Member which constitutes United States source income;
	 
	 	(f)	 	any Employee of a Controlled Group Member who physically works
at or is assigned to a location outside of the United States unless such
Employee has been specifically designated as an Internationalist by Timken;
	 
	 	(g)	 	any Employee who normally works at or is assigned to a location
outside of the United States, or was hired by the Controlled Group Member with
the expectation on the part of the Controlled Group Member that such Employee’s
work location would be outside the United States except for periods of time
spent in the United States for training or related purposes, even if, in either
case, the Employee physically works in the United States




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	 	 	 	and may be on the United States payroll, unless such Employee has been
specifically designated as an Internationalist by Timken;
	 
	 	(h)	 	any Employee or other person who has signed a waiver of
participation in the Plan;
	 
	 	(i)	 	in the event that a business organization or the assets thereof
shall be acquired by or merged into a Controlled Group Member, any member of
any group of Employees who were former employees of such business organization
acquired by or merged into a Controlled Group Member, unless the group of
Employees has been specifically designated by Timken, by action of an
authorized officer thereof, as eligible to participate in the Plan; and
	 
	 	(j)	 	any individual who is not classified by the Company as an
employee for federal income tax withholding purposes (whether or not such
classification is ultimately determined to be correct as a matter of law),
including any individual who is classified by the Company as a leased worker or
an independent contractor.





     33. Plan — The Timken Company Employee Savings Plan as herein set forth and as it may
be amended and restated from time to time.



     34. Plan Administrator — Timken or any individuals or entities designated by it to
administer the Plan.



     35. Plan Year — The Plan Year shall be the calendar year. Prior to December 31, 2005, the
Plan Year was the twelve-month period beginning December 31 of a calendar year and ending December
30 of the following calendar year.




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     36. Pooled Investment Account — An account established pursuant to an
administrative services agreement between Timken and the Trustee.



     37. Profit Sharing Contribution Account — The account maintained on behalf of the
Participant that reflects the Profit Sharing Contributions (and allocated income) attributable to
the Participant. There shall be an ESOP Subaccount and a Non-ESOP Subaccount within the Profit
Sharing Contribution Account.



     38. Profit Sharing Contributions — The portion of the Trust attributable to profit
sharing contributions made pursuant to Article IV, Section 3 hereof.



     39. RBS — Rail Bearing Service Corporation, a subsidiary of Timken, and any successor.



     40. Retirement — Termination of a Participant’s employment (a) on or after attaining
age 55 with 15 or more years of Continuous Service, (b) on or after attaining age 65, or (c) with
30 or more years of Continuous Service.



     41. Rollover Contribution Account — The account maintained on behalf of the
Participant that reflects the Rollover Contributions (and allocated income) attributable to the
Participant. There shall be an ESOP Subaccount and a Non-ESOP Subaccount within the Rollover
Contribution Account.



     42. Rollover Contributions — The portion of the Trust attributable to contributions
made pursuant to Article III, Section 4 hereof and which consists of all or part of a distribution
a Participant receives (i) from a qualified trust described in Section 401(a) of the Code and
exempt from taxation under Section 501(a) of the Code, (ii) from an annuity plan described in
Section 403(a) of the Code, or (iii) from an individual retirement account or an individual
retirement annuity described in Section 408 of the Code, which is a conduit individual retirement



13









 







account or individual
retirement annuity, including any earnings on such distribution, but not including any portion of
such distribution (a) attributable to post-tax contributions, which is contributed to the Trust, or
(b) from a defined benefit pension plan of a Controlled Group Member. Notwithstanding the
foregoing, the Plan shall not accept as a Rollover Contribution any amounts distributed from a
designated Roth account (as defined in Section 402A of the Code) or from a Roth IRA (as defined in
Section 408A of the Code).



     43. Salary Reduction Contribution Account — The account maintained on behalf of a
Participant that reflects the Salary Reduction Contributions (and allocated income) attributable to
the Participant. There shall be an ESOP Subaccount and a Non-ESOP Subaccount within the Salary
Reduction Contribution Account.



     44. Salary Reduction Contributions — The portion of the Trust attributable to
contributions made pursuant to Article III, Section 1 hereof. Except as specifically provided in
the Plan, the term “Salary Reduction Contributions” shall include Catch-Up Salary Reduction
Contributions.



     45. Service -




	 	(a)	 	“Continuous Service” shall be determined under subparagraph
(i) for an Employee classified as full-time and shall be determined under
subparagraph (ii) for an Employee classified as part-time. For this purpose,
a “full-time” Employee shall mean an Employee who is customarily employed for
at least 40 hours per week and a “part-time” Employee shall mean an Employee
who is not a full-time Employee. Service accrued by an Employee of Timken
Industrial when such 




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	 	 	 	Employee was an employee of Glunt Industries shall be
included in the computation of Continuous Service for purposes of this
Plan.






	 	(i)	 	Continuous Service for Full-Time
Employees. For Employees classified as full-time, Continuous
Service means the total of an Employee’s Periods of Service computed
in whole years and fractions of years. For every twelve months
during which the requisite employment relationship exists, whether or
not consecutive, the Employee is credited with a year of Continuous
Service. Partial years of Continuous Service are credited on the
basis of 1/12th of a year for each month during which the requisite
employment relationship exists for at least 15 days during such
month.
	 
	 	 	 	Notwithstanding the foregoing to the contrary, if a Participant
terminates his employment and such Participant has completed at
least 1,000 Hours of Service during the Employment Year in which
he terminates his employment, the Participant shall receive one
year of Continuous Service for such last Employment Year in lieu
of any fraction of a year of Continuous Service that would
otherwise be credited to him for such period.






	 	(ii)	 	Continuous Service for Part-Time
Employees. An Employee classified as part-time shall be credited
with a year of Continuous Service if the Employee completes 1,000
Hours of Service during his Employment Year.





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	 	(iii)	 	Rule of Parity. If an Employee
who does not have a nonforfeitable right to any portion of his
Account incurs a One Year Break in Service, the Employee’s Continuous
Service earned prior to such One Year Break in Service shall be
disregarded for purposes of determining the Participant’s Vested
interest in his Account after such One Year Break in Service. If an
Employee described in the preceding sentence is re-employed by the
Company, credit for all years of Continuous Service prior to the One
Year Break in Service shall be restored upon reemployment, unless the
number of consecutive One Year Breaks in Service in the Period of
Severance equals or exceeds the greater of (1) five or (2) the
aggregate number of years of Continuous Service before such break.
Notwithstanding any provision to the contrary, if an Employee broke
service with a Controlled Group Member prior to September 2, 1974,
such Employee’s Continuous Service prior to the date the Employee
broke service shall be forfeited.
	 
	 	 	 	If an Employee incurs five or more consecutive One Year Breaks in
Service, the Employee’s Continuous Service earned after such One
Year Breaks in Service shall be disregarded for purposes of
determining the Participant’s Vested interest in his Account that
accrued before such One Year Breaks in Service.






	 	(b)	 	“Employment Year” means the twelve month period beginning on
an Employee’s Employment Commencement Date or his latest 




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	 	 	 	Reemployment
Commencement Date and on each anniversary of such date thereafter.






	 	(c)	(i)	 “Hour of Service” means each hour (1) for which an
Employee is paid, or entitled to payment, for the performance of duties for
the Company or for which he is paid, or entitled to payment, by the Company on
account of a period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to vacation,
holiday, illness, incapacity including disability, layoff, jury duty, military
duty or leave of absence or (2) for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Company. Hours of Service
shall be determined by dividing the payments received or due for reasons other
than the performance of duties by the lesser of (i) the Employee’s most recent hourly rate of compensation for the
performance of duties, or (ii) the Employee’s average hourly rate
of compensation for the performance of duties for the most recent
Employment Year in which the Employee completed more than 500
Hours of Service. An Hour of Service for reasons other than the
performance of duties and the crediting of Hours of Service to
applicable computation periods shall be determined in accordance
with Department of Labor Regulations Section 2530.200b-2(b) and
(c), which are hereby incorporated herein by reference.





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	 	(ii)	 	In the case of an Employee who is absent
from work for any period by reason of:






	 	(A)	 	the pregnancy of the
Employee;
	 
	 	(B)	 	the birth of a child of the
Employee;
	 
	 	(C)	 	the placement of a child
with the Employee in connection with the adoption of such
child by such Employee; or
	 
	 	(D)	 	caring for such child for a
period beginning immediately following such birth or
placement,






	 	 	 	the Plan shall treat as Hours of Service, solely for purposes of
determining whether a One Year Break in Service has occurred, the
Hours of Service which otherwise would
normally have been credited to such Employee but for such absence
or, in any case in which the Plan is unable to determine said
hours, eight Hours of Service per day of such absence, except that
the total number of hours treated as Hours of Service by reason of
any such pregnancy or placement shall not exceed 501 hours. These
hours shall be treated as Hours of Service only in the Employment
Year in which the absence from work begins, if an Employee would
be prevented from incurring a One Year Break in Service in such
Employment Year solely because periods of absence are treated as
Hours of Service or, in any other case, in the immediately
following Employment Year.





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	 	(iii)	 	Solely for the purposes of determining
whether a One Year Break in Service has occurred, an individual who
is absent from work because of a leave of absence under the Family
and Medical Leave Act shall receive credit for the Hours of Service
which would otherwise have been credited to such individual but for
such absence, or in any case in which such hours cannot be
determined, eight Hours of Service per day of such absence. No more
than 501 hours are required to be credited to a Participant on a
leave under the Family and Medical Leave Act. A Participant, whose
leave under the Family and Medical Leave Act is for maternity or
paternity reasons, cannot receive credit for Hours of Service
under both this subparagraph (iii) and the preceding subparagraph
(ii) for the same period of time.






	 	(d)	 	“One Year Break in Service.” For an Employee classified as
full-time, a One Year Break in Service means a Period of Severance for twelve
consecutive months, beginning on a Severance from Service Date and any
anniversary thereof, provided that the former Employee is not credited with an
Hour of Service at any time during such twelve month period. For an Employee
classified as part-time, a One Year Break in Service means an Employment Year
in which the Employee fails to complete more than 500 Hours of Service.
	 
	 	(e)	 	“Employment Commencement Date” means the date on which an
Employee first performs an Hour of Service for the Company.





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	 	(f)	 	“Period of Service” means:






	 	(i)	 	each period commencing on an Employee’s
Employment Commencement Date or an Employee’s Reemployment
Commencement Date, whichever is applicable, and ending on his next
following Severance from Service Date; and
	 
	 	(ii)	 	includes the Period of Severance between an
Employee’s Severance from Service Date and the Reemployment
Commencement Date next following such Severance from
Service Date if such Reemployment Commencement Date occurs within
twelve months after the earlier of:






	 	(A)	 	the Employee’s Severance
from Service Date which occurred due to his resignation,
retirement or discharge, or
	 
	 	(B)	 	the inception of the
Employee’s absence from service for reasons other than his
resignation, retirement or discharge, if during that absence
the Employee resigns, retires or is discharged. For purposes
of this subparagraph (ii), a Period of Service will not
include a period of more than one year after the start of an
Employee’s absence from service with the Company or a
Controlled Group Member for any reason (including layoff or
leave of absence).






	 	(g)	 	“Period of Severance” means the period of time commencing on
an Employee’s Severance from Service Date and ending on the date on which he
next thereafter performs an Hour of Service.





20









 











	 	(h)	 	“Reemployment Commencement Date.” For an Employee classified
as full-time, Reemployment Commencement Date means the date, following an
Employee’s Period of Severance, on which he again performs an Hour of Service
for the Company. For an Employee classified as part-time, Reemployment
Commencement
Date means the date, following the Employee’s one or more One Year Breaks
in Service, on which he again performs an Hour of Service for the Company.






	 	(i)	 	“Severance from Service Date” means the date on which occurs
the earliest of:






	 	(i)	 	the date on which an Employee quits, is
discharged by the Company, retires, or dies;
	 
	 	(ii)	 	the earlier of: (A) the second anniversary
of the date on which an Employee begins an absence from service with
the Company on account of layoff or leave of absence (including an
absence for maternity or paternity reasons) or (B) the date on which
a Participant who is on a permanent layoff due to job elimination,
general reduction in the workforce, or a plant or office closing
receives a distribution from his Account; or
	 
	 	(iii)	 	the first anniversary of the date on which
an Employee begins an absence from service with the Company not
described in subparagraph (i) or (ii).






	 	 	 	An absence from work for maternity or paternity reasons means an absence
(1) by reason of the pregnancy of the Employee, (2) by
reason of the birth of





21









 






	 	 	 	a child of the Employee, (3) by reason of the placement of a child with
the Employee in connection with the adoption of such child by such
Employee, or (4) for purposes of
caring for such child for a period beginning immediately following such
birth or placement.





	 	 	 	An Employee shall not incur a Severance from Service Date solely as a
result of a leave of absence under the Family and Medical Leave Act.





     46. Stock Matching Contribution Account — The account maintained on behalf of the
Participant that reflects the Stock Matching Contributions (and allocated income) attributable to
the Participant. There shall be an ESOP Subaccount and a Non-ESOP Subaccount within the Stock
Matching Contribution Account.



     47. Stock Matching Contributions — The portion of the Trust attributable to
contributions made pursuant to Article IV, Section 1 hereof.



     48. Timken Company Common Stock Fund — The investment fund designed to invest
primarily in Timken Stock.



     49. The Timken Company Employee Savings Plan Trust (the Trust) — The Trust established
in connection with the Plan which holds and invests the assets of the Plan held by the Trustee.



     50. Timken — The Timken Company and any successor thereof.



     51. Timken Industrial — Timken Industrial Services, LLC, a subsidiary of Timken, and
any successor thereof.



     52. Timken Stock — A share or shares of common stock of Timken, Canton, Ohio, which is
intended to be “employer securities” within the meaning of Section 409(1) of the Code, and
“qualifying employer securities” within the meaning of Section 407(d)(5) of ERISA.



22









 





     53. Trustee — That individual or institution appointed by Timken to be the Trustee of
the contributions to the Trust as provided herein, or their successors.



     54. Valuation Date — Any day that the New York Stock Exchange is open for business or
any other date chosen by Timken to make additional valuations of the Trust as necessary.



     55. Vested — Nonforfeitable.



     56. Other Definitions Each capitalized term listed below is defined in the indicated
Section of the Plan:



	 	 	 
	Term:	 	Article & Section No.
	Blackout Period

	 	VI, 9
	Catch-Up Salary Reduction Contributions

	 	III, 5
	Continuous Service

	 	I, 45(a)
	Controlled Group Members

	 	I, 9
	Determination Date

	 	XVI, 1(b)
	ESOP

	 	XIX, 1
	Employment Commencement Date

	 	I, 45(e)
	Employment Year

	 	I, 45(b)
	Hour of Service

	 	I, 45(c)(i)
	Key Employee

	 	XVI, 1(a)
	One Year Break in Service

	 	I, 45(d)
	Period of Service

	 	I, 45(e)
	Period of Severance

	 	I, 45(g)
	Reemployment Commencement Date

	 	I, 45(h)
	Required Beginning Date

	 	VII, 6(b)
	Severance from Service Date

	 	I, 45(i)
	Spouse

	 	VII, 2(a)
	Tender Offer

	 	XV, 1






     57. Masculine pronouns wherever used in the Plan shall include feminine or neuter pronouns,
and the singular shall include the plural wherever appropriate.



23









 




ARTICLE II — Eligibility and Participation





	 	1.	(a)	 Participation in this Plan shall be available to full-time salaried
Employees of an Employer and hourly employees of RBS who are not described in clauses
(a) through (j) of Section 32 of Article I. An
Employee of Timken Industrial eligible to participate in the Plan pursuant to the
preceding sentence shall become eligible to participate in the Plan on the first day
of the month after being employed full-time for at least one full calendar month,
during which the Employee shall have worked the available business days. An Employee
of RBS eligible to participate in the Plan pursuant to the first sentence of this
subsection (a) shall become eligible to participate in Salary Reduction Contributions,
Company Matching Contributions and Stock Matching Contributions after he completes one
year of Continuous Service. Eligibility shall be determined and certified by the Plan
Administrator.
	 
	 	 	 	If an Employee whose participation has been terminated for any reason is
again employed by an Employer in a position eligible for participation in
the Plan, such Employee shall be eligible to recommence participation in
the Plan immediately following such reemployment.






	 		(b)	An Employee who would be eligible to participate in the Plan
under Section 1(a) of this Article II but for the fact he is not classified as
full-time, as defined in Section 45(a) of Article I, shall become eligible to
participate in the Plan on the first day of the
month after he completes one year of Continuous Service. If such an
Employee becomes eligible and elects to participate in this Plan, the
Employee will continue to be eligible 




24









 






	 	 	 	if he does not have a One Year Break
in Service. If such an Employee becomes a Participant, the Participant
shall not be eligible to make Salary Reduction Contributions or receive
any Company Contributions as of the first day of the month following such
One Year Break in Service. If such an Employee loses eligibility due to a
One Year Break in Service and later completes one year of Continuous
Service, the Employee shall again participate immediately upon completion
of the one year of Continuous Service if he has not already become
eligible.





     2. Except as provided in Article II, Section 5, eligible Employees electing to participate in
this Plan for the first time or following a rehire to active employment with an Employer shall file
an election to do so on a form provided by the Plan Administrator, which election will be effective
with the first available pay period. Any other election to participate or reparticipate will be
effective with the first available pay period.



     3. An Employee’s election to participate in this Plan shall designate the amount of salary
reduction elected by the Employee to be contributed to this Plan, as provided in Article III. Such
election shall become effective with the first available pay period.



     4. An Employee’s election to participate in this Plan with respect to Salary Reduction
Contributions shall continue in effect until the Employee ceases to be eligible to participate in
this Plan.




	 	5.	(a)	 An Employee who meets the eligibility requirements of Article IV, Section
4(a) is automatically eligible to participate in 401(k) Plus Contributions.





25









 











	 	(b)	 	An Employee who meets the eligibility requirements of Article
IV, Section 3(a) is automatically eligible to participate in Profit Sharing
Contributions.
	 
	 	(c)	 	An Employee will participate in the Plan not later than the
earlier of the first day of the first Plan Year after the Employee has met the
service requirements, or six months after the day such requirements are met.





26









 









ARTICLE III — Salary Reduction Contributions and Rollover Contributions




     1. At any time in accordance with Article II above, a Participant may elect to have his
earnings reduced and the subsequent reduction contributed to this Plan, in an amount equal to any
whole percent between one percent and fifteen percent of his Gross Earnings to be deducted from his
Gross Earnings payable for each pay period, provided that the Company may limit certain Highly
Compensated Employees to less than fifteen percent. The percent reduction selected cannot result
in more than $15,500 in Salary Reduction Contributions on behalf of a Participant in a calendar
year (or, if greater, the dollar limitation in effect under Section 402(g)(1) of the Code) (except
to the extent permitted under Article III, Section 5 hereof and Section 414(v) of the Code).
Salary Reduction Contributions shall be deposited in a Participant’s Salary Reduction Contribution
Account.



     2. A Participant’s election as to the rate of his Salary Reduction Contributions to this Plan
will remain in effect until the Participant changes or suspends his election, or ceases to be
eligible to participate in this Plan.



     3. A Participant may change his election as to the rate of Salary Reduction Contributions to
this Plan on any day. Such election shall become effective as of the first available pay period.
Any change made will be effective for all succeeding pay periods, unless changed again by the same
procedure.



     4. An Employee eligible to participate in the Plan pursuant to the first sentence of Article
II, Section 1(a), after filing with the Company or the Administrative Delegate the form prescribed
by the Plan Administrator, may make a cash contribution to the Trust in the form of a Rollover
Contribution. Before completing the Rollover Contribution, such Employee shall furnish
satisfactory evidence to the Plan
Administrator that the proposed Rollover Contribution



27









 







satisfies the requirements of Section
408(d)(3) of the Code. Rollover Contributions shall be deposited in a Participant’s Rollover
Contribution Account.



     5. All Participants who have elected to make Salary Reduction Contributions to this Plan and
who have attained age 50 before the end of a particular calendar year shall be eligible to make
catch-up contributions for such calendar year (the “Catch-Up Salary Reduction Contributions”) in
accordance with, and subject to the limitations of, Section 414(v) of the Code; provided, however,
that Catch-Up Salary Reduction Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Sections 401(a)(30) and 415(c) of
the Code (i.e., Article III, Section 1 and Article IV, Section 5, respectively). In
addition, notwithstanding any provision of the Plan to the contrary, the Plan shall not be treated
as failing to satisfy the requirements of Sections 401(k)(3), 401(k)(11), 410(b), or 416 of the
Code, as applicable, by reason of the making of any such Catch-Up Salary Reduction Contributions.
In furtherance of, but without limiting the foregoing, (a) the percentage limit described in
Article III, Section 1 shall not apply to Catch-Up Salary Reduction Contributions; (b) Salary
Reduction Contributions for a Plan Year which exceed (i) the percentage limit described in Article
III, Section 1, (ii) the statutory limit described in Article III, Section 1 or Article IV, Section
5 or (iii) the limits specified by the Plan Administrator under Article VIII for the Plan Year
shall be treated as Catch-Up Salary Reduction Contributions; and (c) Catch-Up Salary Reduction
Contributions shall be permitted to be made on a payroll-by-payroll basis; provided, however, that
a Salary Reduction Contribution may only be characterized as a Catch-Up Salary Reduction Contribution
on a Plan Year basis.



28









 




ARTICLE IV — Company Contributions




     1. Timken Industrial will contribute to the Account of each Participant who is employed by
Timken Industrial Stock Matching Contributions in an amount equal to the Participant’s Salary
Reduction Contributions up to the first seven percent of the Participant’s Gross Earnings
multiplied by twenty-five percent. RBS will contribute to the Account of each Participant who is
employed by RBS Stock Matching Contributions in an amount equal to the Participant’s Salary
Reduction Contributions up to the first six percent of the Participant’s Gross Earnings multiplied
by ten percent. Stock Matching Contributions shall be made in Timken Stock. These percentages may
be changed from time to time by Timken. Stock Matching Contributions shall be deposited in a
Participant’s Stock Matching Contribution Account. Notwithstanding any other provision of the Plan
to the contrary, no Stock Matching Contributions shall be made with respect to any Catch-Up Salary
Reduction Contributions.



     2. RBS will contribute to the Account of each Participant who is employed by RBS Company
Matching Contributions in an amount equal to the Participant’s Salary Reduction Contributions up to
the first six percent of the Participant’s Gross Earnings multiplied by fifty percent. These
percentages may be changed from time to time by Timken. Company Matching Contributions shall be
deposited in a Participant’s Company Matching Contribution Account. Notwithstanding any other
provision of the Plan to the contrary, no Company Matching Contributions shall be made with respect
to any Catch-Up Salary Reduction Contributions.




	 	3.	(a)	 For each Plan Year, RBS may contribute a Profit Sharing Contribution to
the Trust, based on the total Gross Earnings of all Participants to receive an
allocation. The amount of the Profit
Sharing Contribution shall be determined for each Plan Year by Timken. An
allocation of Profit Sharing Contributions shall be made only with respect
to Employees of RBS who 




29









 






	 	 	 	are eligible to participate in the Plan pursuant
to the first sentence of Article II, Section 1(a) who are employed by RBS
on the last day of the Plan Year for which the Profit Sharing Contribution
is to be made. Profit Sharing Contributions shall be deposited in a
Participant’s Profit Sharing Contribution Account.






	 	 	(b)	 As of the Valuation Date, Profit Sharing Contributions, if
any, will be allocated to Participants’ Accounts as follows: the Profit
Sharing Contribution will be based on RBS’s return on assets, which is RBS’s
consolidated net income (from operations) divided by RBS’s total assets. The
contributions will be one tenth of one percent of a Participant’s Gross
Earnings for each two tenths of one percent of return on assets up to a
maximum of three percent of a Participant’s Gross Earnings. Any Forfeitures
of Profit Sharing Contributions during the Plan Year will be added to the
Profit Sharing Contributions allocated at the end of such Plan Year.
	 
	 	4.	(a)	 Timken Industrial will contribute a 401(k) Plus Contribution to the
401(k) Plus Contribution Account of each Participant who is an Employee of Timken
Industrial. For a Participant to be eligible for a 401(k) Plus Contribution he must
be actively employed by
Timken Industrial on the first day of the calendar quarter for which the
contribution is to be made, must be otherwise eligible to participate in
the Plan on the first day of the calendar quarter for which the
contribution is to be made, must not be an elected officer of the Company
having an employee excess benefits 




30









 






	 	 	 	agreement, and must not be an Employee
who, while eligible to participate in the Plan, continues to accrue
benefit service under a collectively bargained defined benefit pension
plan of the Company. If an Employee eligible for a 401(k) Plus
Contribution transfers to another employment category or terminates
employment with the Company, he will receive a contribution based upon his
eligible Gross Earnings for that calendar quarter.






	 	 	 	Notwithstanding any other provision of this subsection (a) to the
contrary, if a Participant who is eligible for a 401(k) Plus Contribution
in a calendar quarter transfers to another position with the Company
during such calendar quarter that is not eligible to receive a 401(k) Plus
Contribution, but would be eligible for a similar profit sharing
contribution under a defined contribution plan of the Company if he had
been employed in such position at the beginning of such calendar quarter,
the Participant will only receive a 401(k) Plus Contribution for the
calendar quarter in which the transfer occurs if the 401(k) Plus
Contribution is greater than the similar profit sharing contribution under
a defined contribution plan
of the Company. If a Participant transfers to a position during a
calendar quarter in which he would have been eligible for a 401(k) Plus
Contribution if he had been an eligible Participant on the first day of
such calendar quarter from a position with the Company in which he was not
eligible for a 401(k) Plus Contribution, but was eligible for a similar
profit sharing contribution under a defined contribution plan of the
Company, the Participant will receive a 




31









 






	 	 	 	401(k) Plus Contribution for the
calendar quarter in which the transfer occurs, but only if the 401(k) Plus
Contribution is greater than the other similar profit sharing contribution
under a defined contribution plan of the Company. For purposes of this
paragraph, the determination of all 401(k) Plus Contributions or other
similar profit sharing contributions under a defined contribution plan of
the Company shall be made by taking into account all of the Participant’s
Gross Earnings with the Company during the relevant calendar quarter,
regardless of whether such Gross Earnings were earned while he was
eligible to participate in the Plan.






	 	(b)	 	The 401(k) Plus Contribution will be a percentage of the
Employee’s Gross Earnings for the calendar quarter for which the 401(k) Plus
Contribution is made. The contribution percentage rate is based on the
Employee’s full years of Credited Service as of the end of the calendar
quarter for which the 401(k) Plus
Contribution is made, with any fractional share of a year of Credited
Service disregarded, and calculated as follows:





	 	 	 
	Years of Credited Service	 	Contribution Percentage Rate
	Less than 5
	 	2.50%
	5-9
	 	3.00%
	10-14
	 	3.50%
	15-19
	 	4.50%
	20-24	 	6.00%
	25 or More
	 	8.00%







	 	5.	(a)	 In no event shall the annual addition to a Participant’s Account under this
Plan and any other qualified defined contribution plan maintained by the Company,
except to the extent permitted under Article III, Section 5 




32









 






	 	 	 	hereof and Section 414(v)
of the Code, exceed the lesser of $40,000, or, if greater, the dollar limitation
indexed for inflation under Section 415(d) of the Code ($45,000 effective January 1,
2007), or one hundred percent of the Participant’s total compensation from the
Company. For purposes of this Article IV, Section 5 and the subsequent Sections of
this Article IV, compensation is all amounts received by a Participant from the
Company during a calendar year for the performance of personal services, to the extent
that such amounts are includable in taxable income. In no event shall the amount of
Salary Reduction Contributions to a Participant’s Account exceed $15,500 for any
calendar year (or, if greater, the dollar limitation in effect under Section 402(g)(1)
of the Code) (except to the extent permitted under Article III, Section 5 hereof and
Section 414(v) of the Code).






	 	(b)	 	The annual addition shall be the sum of the following amounts
credited to a Participant’s Account for the limitation year:






	 	(i)	 	Company Matching Contributions,
	 
	 	(ii)	 	Salary Reduction Contributions,
	 
	 	(iii)	 	Profit Sharing Contributions,
	 
	 	(iv)	 	Stock Matching Contributions,
	 
	 	(v)	 	401(k) Plus Contributions, and
	 
	 	(vi)	 	amounts allocated, after March 31, 1984, to
an individual medical account, as defined in Section 415(c)(2) of the
Code, which is a part of a pension or annuity plan maintained by the
Company.





33









 





	 	 	 	Amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits, allocated to the
separate account of a key employee, as defined in Section 419A(d)(3)
of the Code, under a welfare benefit fund, as defined in Section
419(e) of the Code, maintained by the Company are also treated as
annual additions to a defined contribution plan.






	 	(c)	 	For this purpose, any excess annual additions applied in the
limitation year to reduce Company Contributions will be considered annual
additions for such limitation year.
	 
	 	(d)	 	In the event a corrective distribution of excess annual
additions is needed, the Plan shall distribute such corrective distribution
not later than the first April 15 following the close of the calendar year.
The income (or loss) allocable to any excess Salary Reduction Contributions
shall be distributed as part of any corrective distribution.





     6. If the annual addition limitation for any Participant would be exceeded by the amounts
contributed to this Plan and any other defined contribution plans maintained by the Company, the
Company Contributions to the Participant’s Account made under this Plan shall be reduced as
necessary, in the following order: Company Matching Contributions, Stock Matching Contributions,
Salary Reduction Contributions, Profit Sharing Contributions and 401(k) Plus Contributions.




34









 






	7.	(a) 	 	If, as a result of the allocations of any Forfeitures or errors in
estimating a Participant’s compensation, the annual addition to a Participant’s Account
exceeds the permissible amount, the excess will be disposed of as follows:






	 	(i)	 	If the Participant is covered by the Plan at
the end of the limitation year, the excess amount in the Participant’s
Account will be used to reduce Company Contributions (including any
allocation of Forfeitures) for such Participant in the next Plan Year
and each succeeding Plan Year if necessary.
	 
	 	(ii)	 	If the Participant is not covered by the Plan
at the end of a Plan Year, the excess amount will be held unallocated
in a suspense account. The suspense account will be applied to reduce
Company Matching Contributions for all remaining eligible Participants
in the next limitation year, and each succeeding year if necessary.
	 
	 	(iii)	 	If a suspense account is in existence at any
time during the Plan Year pursuant to this Section, it will not
participate in the allocation of the Trust investment gain and losses.
If a suspense account is in existence at any time during a particular
Plan Year, all amounts in the suspense account must be allocated and
reallocated to eligible Participants’ accounts before any Company
Contributions may be made to the Plan for that limitation year. Excess
amounts may not be distributed to Participants.
	 
	 	(iv)	 	Any underpayments of Company Contributions will
be corrected by the Company.




35









 












	 	(b)	 	For purposes of this Article IV, Section 7 excess amounts
attributable to a specific type of contribution (Salary Reduction
Contributions, Company Matching Contributions, Stock Matching Contributions
401(k) Plus Contributions or Profit Sharing Contributions) may be utilized to
reduce any contributions in the same or following year.




36









 











ARTICLE V — Vesting and Accrual 





	 	1.	Participants shall have an immediate fully Vested right to the portion of their Account
attributable to Salary Reduction Contributions, Stock Matching Contributions (for Stock Matching
Contributions contributed by Timken Industrial) and Rollover Contributions properly credited to
their respective subaccounts and the Income attributable thereto.
	 
	 	2.  	(a) The Vested percentage of a Participant’s
Account attributable to 401(k) Plus Contributions is determined as follows:







	 	 	 
	Years of Continuous Service:	 	The Vested Percentage is:
	Less than 3
	 	0%
	3 or More
	 	100%







	 	(b)	 	(i) The Vested percentage of a Participant’s Account
attributable to Profit Sharing Contributions made for Plan Years beginning
prior to January 1, 2007 is determined as follows:





	 	 	 
	Years of Continuous Service:	 	The Vested Percentage is:
	Less than 5
	 	0%
	5 or More
	 	100%







	 	(ii)	 	The Vested percentage of a Participant’s
Account attributable to Profit Sharing Contributions made for Plan
Years beginning on or after January 1, 2007 is determined as follows:





	 	 	 
	Years of Continuous Service:	 	The Vested Percentage is:
	Less than 3
	 	0%
	3 or More
	 	100%







	 	(c)	 	The Vested percentage of a Participant’s Account attributable
to Company Matching Contributions and Stock Matching Contributions (for Stock
Matching Contributions contributed by RBS) is determined as follows:





37









 





	 	 	 
	Years of Continuous Service:

	 	The Vested Percentage is:
	Less than 1
	 	0%
	1 but less than 2
	 	20%
	2 but less than 3
	 	40%
	3 but less than 4
	 	60%
	4 but less than 5
	 	80%
	5 or More
	 	100%






     3. Notwithstanding the vesting schedules specified above, an Employee’s right to the portion
of his Account attributable to the contributions described in Article V, Section 2 will be Vested
upon death, Disability or attainment of Normal Retirement Age, provided such Participant is an
Employee on such date.




	     4.	(a)	 	 If a Participant ceases to be employed but is then re-employed by the
Company after he has incurred a One-Year Break in Service, and such individual
had received a distribution of his entire Vested interest (including where the
Participant had no Vested amount in his Account) prior to reemployment, his forfeited
Account shall be restored only if he repays the full amount distributed to him before
the earlier of five years after the first date on which the Participant is subsequently
re-employed by the Company or the close of the first period of five consecutive
One-Year Breaks in Service commencing after the distribution.






	 	(b)	 	If a distribution occurs for any reason other than a
termination of employment, the time for repayment may not end earlier than five
years after the date of distribution. In the event the former Participant
repays the full amount distributed to him, the undistributed portion of the




38









 






	 	 	 	Participant’s Account must be restored in full, unadjusted by gains or
losses occurring after the Valuation Date preceding the distribution.






	     5.	(a)	 	If the Plan’s vesting schedule is changed or amended, or the Plan is
amended in any way that directly or indirectly affects the computation of the
Participant’s Vested percentage, each Participant with at least three years of
Continuous Service with the Company may elect, within the period described in
subsection (b) below, to have the Vested percentage computed under the Plan without
regard to such amendment or change.






	 	(b)	 	The period during which the election may be made shall commence
with the date the amendment is adopted or deemed to be made and shall end on
the latest of:






	 	(i)	 	60 days after the amendment is adopted;
	 
	 	(ii)	 	60 days after the amendment becomes effective;
or
	 
	 	(iii)	 	60 days after the Participant is issued
written notice of the amendment by the Company or Plan Administrator.






	 	(c)	 	Furthermore, if the vesting schedule of the Plan is amended, in
the case of an Employee who is a Participant as of the later of the date such
amendment is adopted or the date it becomes effective, the Vested percentage
(determined as of such date) of such Employee’s right to his Accrued Benefit
derived from Company Contributions will not be less than the percentage
computed under the Plan without regard to such amendment.




39









 











     6. If a distribution is made at a time when a Participant has a Vested right to less than one
hundred percent of the Account balance derived from Company Contributions and the Participant may
increase his Vested percentage in the Account:



          At any relevant time the Participant’s Vested portion will
be equal to the amount (“X”) determined by the formula:




X = P(AB + D) – D



For purposes of applying the above formula: P is the Vested percentage at the relevant time, AB is
the Account balance at the relevant time, and D is the amount of distribution. “Relevant time”
means the time at which, under the Plan, the Vested percentage in the Account cannot increase.




     7. Any Forfeitures of Company Contributions (other than Profit Sharing Contributions) shall be
used to reduce Company Contributions to the Trust. Any Forfeitures of Profit Sharing Contributions
will be added to the Profit Sharing Contributions for the same Plan Year as provided in Article IV,
Section 3.



40









 





ARTICLE VI — Operation of the Trust





	     1.	(a)	 	Except as provided in Sections 2 and 3 below, the Trust shall invest one
hundred percent of the Stock Matching Contributions in Timken Stock. Except as
provided in Sections 2 and 3 of this Article VI, the Trust shall invest one hundred
percent of the Salary Reduction Contributions, Company Matching Contributions, Profit
Sharing Contributions, 401(k) Plus Contributions, and Rollover Contributions in a fund
determined by the Plan Administrator. The Company may, for administrative purposes,
establish unit values for one or more investment funds (including Timken Stock) and
maintain the Accounts setting forth each Participant’s interest in such investment fund
(or portion thereof) in terms of such units, all in accordance with fair, equitable and
administratively practicable rules and procedures as the Company shall design and
adopt. Such rules and procedures shall be set forth in an administrative services
agreement between the Company and the Trustee, which agreement shall be incorporated by
reference and made a part of this Plan. In the event that unit accounting is
established for any investment fund (or portion thereof) the value of a Participant’s
Account at any time shall be an amount equal to the then value of a unit in such
investment fund (or any portion thereof) multiplied by the number of units then
credited to the Participant.






	 	(b)	 	Notwithstanding any provision of the Plan to the contrary, (1)
the Plan Administrator may establish rules and procedures relating to the
investments in one or more of the investment options, which rules and
procedures may be changed from time to time by the Plan Administrator,




41









 






	 	 	 	and (2) the investment options shall be subject to, and governed by, all
applicable legal rules and restrictions and the rules specified by the
investment option providers in the fund prospectus(es) or other governing
documents thereof (to the extent such rules and procedures are imposed and
enforced by the investment fund provider against the Plan or a particular
Participant). Such rules, procedures and restrictions may limit the ability
of a Participant to make transfers into or out of a particular investment
option and/or may result in additional transaction fees or other costs
relating to such transfers.






	     2.	(a)	 	A Participant may choose to invest his Salary Reduction Contributions, his
Company Matching Contributions, his Profit Sharing Contributions, his 401(k) Plus
Contributions, and his Rollover Contributions in the Timken Company Common Stock Fund,
or in other investment options offered by the Plan Administrator. At the time the
Participant enrolls or re-enrolls in the Plan, he may elect what percentage, if any, of
his Salary Reduction Contributions, his Company Matching Contributions, his Profit
Sharing Contributions, his 401(k) Plus Contributions, and his Rollover Contributions,
in increments of one percent, he wishes to place in each investment option.
	 
	 	(b)	 	A Participant can request fund transfers on any business day of
his prior Salary Reduction Contributions, his Profit Sharing Contributions, his
401(k) Plus Contributions, his Company Matching Contributions, and his Rollover
Contributions from one investment option to another. The




42









 






	 	 	 	Participant may elect what percentage, if any, of those assets in the
Participant’s Account eligible for transfer will be withdrawn in one percent
increments from existing investment options. The Participant may then elect
what percentage of the assets so withdrawn will be transferred to other
investment options in one percent increments. In order to effectuate a
transfer into or out of the Timken Company Common Stock Fund, shares of
Timken Stock may be (i) bought and/or sold on the open market at the market
price of the stock on any Valuation Date, or (ii) bought from and/or sold to
the Company at the average of the high and low market price on the Valuation
Date the request for purchase and/or sale is received by the Company, if
cash is not available. Stock Matching Contributions can be transferred to
another investment option only under the circumstances described in Sections
3 and 4 below.






	 	(c)	 	The provisions of this Section 2 are subject to the rules,
procedures and restrictions described in Section 1(b) of this Article VI. In
furtherance of, but without limiting the foregoing, the Trustee, the
Administrative Delegate, the Plan Administrator, or any investment option
provider (or their delegate, as applicable) may decline to implement any
investment election or instruction where it deems appropriate.






	     3.	(a)	 	Participants who (i) have attained at least age 55 or (ii) have at least 3
years of Continuous Service on January 1, 2007 will be permitted to transfer all of the
value of their Account from Stock Matching Contributions to any investment option
offered under the Plan. A




43









 






	 	 	 	Participant meeting the age or service requirements can request investment
transfers as described in subsection 2(b) above.






	 	(b)	 	Participants who do not meet the age or service requirement of
clause (a) of this Section 3 on January 1, 2007 will be permitted to transfer
Stock Matching Contributions into any investment options offered under the Plan
on the earliest of (i) attaining age 55, (ii) the third anniversary of the date
on which such Participant is hired by his Employer, or (iii) the date such
Participant obtains 3 years of Continuous Service.
	 
	 	(c)	 	The provisions of this Section 3 are subject to the rules,
procedures and restrictions described in Section 1(b) of this Article VI. In
furtherance of, but without limiting the foregoing, the Trustee, the
Administrative Delegate, the Plan Administrator, or any investment option
provider (or their delegate, as applicable) may decline to implement any
investment election or instruction where it deems appropriate.





     4. Participants who have terminated service with the Company on account of Retirement will be
permitted to transfer any portion of their Account to any investment option offered under the Plan,
according to the procedures described in Section 2 above.




	     5.	(a)	 	The Trustee shall, following the end of each Valuation Date, value all
assets of the Trust, allocate net gains or losses, and process additions to and
withdrawals from Account balances in the following manner:






	 	(i)	 	The Trustee shall first compute the fair market
value of securities and/or the other assets comprising each investment
fund designated by the Company for direction of investment by the
Participants of




44









 






	 	 	 	this Plan. Each Account balance shall be adjusted each business day
by applying the closing market price of the investment fund on the
current business day to the share/unit balance of the investment fund
as of the close of business on the current business day.






	 	(ii)	 	The Trustee shall then account for any requests
for additions or withdrawals made to or from a specific designated
investment fund by any Participant, including allocations of
contributions. In completing the valuation procedure described above,
such adjustments in the amounts credited to such Accounts shall be made
on the business day to which the investment activity relates.
Contributions received by the Trustee pursuant to this Plan shall not
be taken into account until the Valuation Date coinciding with or next
following the date such contribution was both actually paid to the
Trustee and allocated among the Accounts of Participants.
	 
	 	(iii)	 	Notwithstanding Subsections (i) and (ii)
above, in the event a Pooled Investment Account is created as an
investment option in this Plan, valuation of the Pooled Investment
Account and allocation of earnings of the Pooled Investment Account
shall be governed by the administrative services agreement for such
Pooled Investment Account. The provisions of any such administrative
services agreement shall be incorporated by reference and made a part
of this Plan.




45









 












	 	(b)	 	It is intended that this Article VI, Section 5 operate to
distribute among the Participants’ Accounts in the Trust, all income of the
Trust and changes in the value of the assets of the Trust.





     6. As soon as possible following the end of each calendar quarter, each Participant shall
receive a statement showing the details of the Participant’s Beneficial Interest in the Trust.



     7. Investment fees attributable to a Participant’s choice of a particular investment option
may be charged against the Participant’s Account balance in that investment option.



     8. The Plan Administrator shall provide notice of any Blackout Period to all Participants and
Beneficiaries whose rights under the Plan will be temporarily suspended, limited, or restricted by
the Blackout Period and to the issuer of Timken Stock subject to such Blackout Period. The notice
required shall be written in a manner calculated to be understood by the average Plan Participant
and shall include the following information:




	 	(a)	 	the reasons for the Blackout Period;
	 
	 	(b)	 	a description of the rights otherwise available to Participants
and Beneficiaries under the Plan which will be temporarily suspended, limited,
or restricted by the Blackout Period;
	 
	 	(c)	 	the expected beginning date and ending date of the Blackout
Period;
	 
	 	(d)	 	in the case of investments affected, a statement that the
Participant or Beneficiary should evaluate the appropriateness of their current
investment decisions in light of their inability to direct or diversify assets
in their Accounts during the Blackout Period;
	 
	 	(e)	 	in any case in which the notice required is not furnished at
least 30 days in advance of the last date on which Participants and
Beneficiaries could




46









 






	 	 	 	exercise the affected rights immediately before the commencement of the
Blackout Period, a statement that federal law generally requires that such
notice be furnished at least 30 days in advance of the last date on which
Participants and Beneficiaries could exercise the affected rights
immediately before the commencement of a Blackout Period, and an explanation
why at least 30 days advance notice could not be furnished; and






	 	(f)	 	the name, address, and telephone number of the Plan
Administrator responsible for answering questions about the Blackout Period.




If following the issuance of the notice there is a change in the beginning or ending date of the
Blackout Period, the Plan Administrator shall furnish all affected Participants and Beneficiaries
and the issuer of Timken Stock an updated notice explaining the reasons for the change in the date
and identifying all material changes in the information contained in the prior notice.




     9. The term “Blackout Period” means, in connection with this Plan, any period for which any
ability of Participants or Beneficiaries under the Plan, which is otherwise available under the
terms of such Plan, to direct or diversify assets credited to their Accounts, to obtain loans from
the Plan, or to obtain distributions from the Plan, is temporarily suspended, limited, or
restricted, if such suspension, limitation, or restriction is for any period of more than three
consecutive business days. A “Blackout Period” does not include a suspension, limitation, or
restriction:




	 	(a)	 	which occurs by reason of the application of the federal
securities laws;
	 
	 	(b)	 	which is a change to the Plan which provides for a regularly
scheduled suspension, limitation, or restriction which is disclosed to all
affected




47









 






	 	 	 	Participants or Beneficiaries through any summary of material modification,
any materials describing specific investment alternatives under the Plan, or
any changes thereto; or






	 	(c)	 	which applies only to one or more individuals, each of whom is
a Participant, an Alternate Payee, or any other Beneficiary pursuant to a
qualified domestic relations order or pursuant to Article VI, Section 1(b) or
10(b).





     10. Notwithstanding any provision of the Plan to the contrary:




	 	(a)	 	The Plan Administrator, in its sole and absolute discretion,
may temporarily suspend, in whole or in part, certain Plan transactions,
including, without limitation, the right to change or suspend contributions,
and/or the right to receive a distribution, loan or withdrawal from an Account
in the event of any conversion, change in Administrative Delegate and/or Plan
merger or spinoff.
	 
	 	(b)	 	The Plan Administrator, in its sole and absolute discretion,
may suspend, in whole or in part, temporarily or permanently, Plan transactions
dealing with investments, including without limitation, the right of a
Participant to change investment elections or reallocate Account balances in
the event of any conversion, change in Administrative Delegate, change in
investment options and/or Plan merger or spinoff.
	 
	 	(c)	 	In the event of a change in investment options and/or a Plan
merger or spinoff, the Plan Administrator, in its sole and absolute discretion,
may decide to map investments from a Participant’s prior investment fund




48









 






	 	 	 	elections to the then available investment options under the Plan. In the
event that investments are mapped in this manner, the Participant shall be
permitted to reallocate funds among the investment options (in accordance
with the terms of the Plan and any relevant rules and procedures adopted for
this purpose) after the suspension period described in Subsection (a) of
this Section 10 (if any) is lifted.





     11. In the event of an erroneous payment or payment amount in excess of the Plan’s obligation,
the Plan may reduce future benefits by the amount of the error or may recover the excess directly
from the person to or for whom the payment was made. This right of recovery does not limit the
Plan’s right to recover an erroneous payment in any other manner.



49









 





ARTICLE VII — Distributions from the Trust





	     1.	(a)	 	Except as hereinafter provided, the shares and cash held in the Trust for
the benefit of a Participant shall be distributed to the Participant at the
Participant’s request upon:






	 	(i)	 	Retirement,
	 
	 	(ii)	 	attainment of age 70-1/2,
	 
	 	(iii)	 	a break in Continuous Service with the
Company,
	 
	 	(iv)	 	a permanent layoff due to job elimination,
general reduction in the workforce, or a plant or office closing; or
	 
	 	(v)	 	a hardship withdrawal.






	 	(b)	 	The shares and cash held in the Trust for the benefit of a
Participant remaining undistributed at the time of the Participant’s death
shall be distributed to the Participant’s Beneficiary. The Account balance
shall be adjusted for gains and losses occurring after the Participant’s death
in accordance with usual Plan procedures until distribution of the Account is
processed.
	 
	 	(c)	 	If the Plan Administrator finds that any Participant or
Beneficiary to whom a benefit is payable under the Plan is unable to care for
his affairs because of physical, mental or legal incompetence, the Plan
Administrator, in its discretion, may cause any payment due to such Participant
or Beneficiary from the Trust, for which prior claim has not been made by a
duly qualified guardian or other legal representative, to be paid to the person
deemed by the Plan Administrator to be maintaining or responsible for the
maintenance of such Participant or Beneficiary. Any such payment




50









 






	 	 	 	shall be deemed for the account of such Participant or Beneficiary and shall
constitute a complete discharge of any liability therefor under the Plan.
If the Beneficiary contemplated by this Article VII, Section 1(c) is a
minor, the benefit may be paid, at the direction of the person so determined
to be maintaining or responsible for the maintenance of such Beneficiary, to
a person or entity acting as a custodian under the applicable state law
version of the Uniform Transfer to Minors Act or similar legislation.






	     2.	(a)	 	Except as provided in Article VII, Section 2(b), (i) the sole Beneficiary
of a Participant who is married at the time of his death shall be his Spouse, and (ii)
the sole Beneficiary of a Participant who is not married at the time of his death shall
be his estate. For this purpose, a Spouse means a person who is married (as legally
recognized by applicable state law) to the Participant.






	 	(b)	 	A Participant may designate one or more Beneficiaries other
than or in addition to his Spouse or estate, but only in accordance with the
following rules.






	 	(i)	 	A beneficiary designation may be made, revoked
or changed only in writing on a form supplied by the Plan
Administrator, signed by the Participant and filed with the Plan
Administrator prior to the Participant’s death. If a valid beneficiary
designation is revoked and not replaced with a new and valid
beneficiary designation prior to the Participant’s death, the
Beneficiary shall be as provided in




51









 






	 	 	 	Article VII, Section 2(a). An effective beneficiary designation
filed with the Plan Administrator by a Participant shall act to
revoke in their entirety all previous beneficiary designations filed
by such Participant.






	 	(ii)	 	A Participant may elect at any time to waive
the surviving Spouse as Beneficiary and may revoke any such election at
any time. Such an election shall not take effect unless the Spouse of
the Participant (as of the date of death) has consented in writing to
such election, such election designates a Beneficiary which may not be
changed without spousal consent (or the consent of the Spouse expressly
permits designations by the Participant without any requirement of
further consent by the Spouse) and the Spouse’s consent acknowledges
the effect of such election and is witnessed by a notary public, or it
is established to the satisfaction of the Plan Administrator that the
consent required may not be obtained because there is no Spouse,
because the Spouse cannot be located, or because of such other
circumstances as the Secretary of the Treasury may by regulations
prescribe. Any consent by a Spouse (or establishment that the consent
of a Spouse may not be obtained) shall be effective only with respect
to such Spouse.
	 
	 	(iii)	 	A Beneficiary must be a natural person, a
trust that meets the requirements provided in Article VII, Section
2(b)(iv), the Participant’s estate, or an entity that is a tax-exempt
organization




52









 






	 	 	 	qualified under Section 501(c)(3) of the Code. The person, trust or
other entity to be designated as a Beneficiary, other than the
Participant’s estate, must be in existence at the time the
beneficiary designation is filed with the Plan Administrator. The
Plan Administrator may require the Participant to provide evidence of
the existence of the designated Beneficiary and, if applicable, the
tax-exempt status of the Section 501(c)(3) organization, or the
identity of named executor(s) of the Participant’s estate.






	 	(iv)	 	To be designated as a Beneficiary, a trust must
meet the following requirements: (A) the trust must be a valid trust
under state law (or would be except for the fact that there is no trust
corpus); and (B) the beneficiaries of the trust are identifiable from
the trust instrument. The Plan Administrator may require the
Participant to submit either the entire trust instrument or a
certification of the trust on a form provided by the Plan
Administrator.





     3. Distributions shall be made in cash, except that a Participant or Beneficiary entitled to a
distribution from the Trust may, at the Participant’s or Beneficiary’s election, receive
certificates for the full shares of Timken Stock held for his benefit and cash for any fractional
interests in shares and investments in other investment options. All investment options, including
Timken Stock, shall be valued using the market value of such investments and the closing price of
Timken Stock on the day preceding the distribution, but not to exceed seven business days from the
date forms are received by the Trustee.



53









 






	     4.	(a)	 	Distributions shall be made in a lump sum as soon as possible following
completion of a distribution request form following one of the events described in
Article VII, Section 1(a). Notwithstanding the foregoing, unless the Participant
otherwise elects, distribution to a Participant will be made no later than the sixtieth
day after the close of the Plan Year in which Continuous Service is broken, except as
the minimum distribution requirements set forth in Article VII, Section 6 may otherwise
require, or if the value of the Participant’s Vested Account is $1,000 or less. No
distribution can be made from the Plan, after the Benefit Starting Date, without the
written consent of the Participant, except that the Plan will make an immediate lump
sum distribution to a Participant if the value of the Participant’s Vested Account is
not more than $1,000 including, Rollover Contributions and any earnings allocable to
Rollover Contributions.
	 
	 	(b)	 	If the value of a Participant’s Vested Account balance exceeds
$1,000 and the Account balance is immediately distributable, the Participant
must consent to any distribution of such Account balance. An Account balance
is immediately distributable if any part of the Account balance could be
distributed to the Participant before the Participant attains the later of
Normal Retirement Age or age 62. Effective March 28, 2005, the value of a
Participant’s Vested Account balance will be calculated by including any
Rollover Contributions and any earnings allocable to Rollover Contributions.




54









 












	 	(c)	 	Participants will also have the option to receive a
distribution in installments. Subject to Article XIX, Section 13, the
Participant may elect the frequency of the distribution which may be monthly,
quarterly, semi-annually, or annually over a period not to exceed the
recipient’s life expectancy. A Participant must have a minimum Account balance
of $5,000 to elect installment distribution. After installment payments begin,
when the Account balance becomes $5,000 or less, the entire balance will be
distributed in a lump sum payment. Following the Participant’s death, the
remainder of the Account balance, if any, shall be distributed to the
Participant’s Beneficiary in a lump sum payment regardless of the amount.
	 
	 	(d)	 	Unless the Participant otherwise elects, subject to subsection
(b) of this Section 4, the payment of benefits to a Participant shall begin not
later than the sixtieth day after the latest of the close of the Plan Year in
which (i) the Participant attains age sixty-five, (ii) the Participant
completes ten years of Continuous Service, or (iii) the Participant terminates
his service with the Company.
	 
	     5.	(a)	 	For distributions made from the Plan, the appropriate tax withholdings will
be made, unless the Participant directs the Plan Administrator, pursuant to procedures
to be implemented by the Plan Administrator, to roll over directly his eligible
rollover distribution to an eligible retirement plan. A direct rollover is a payment
by the Plan to the eligible retirement plan specified by the Participant. An eligible
rollover distribution is any distribution of all or any portion of the balance to the
credit of the




55









 






	 	 	 	Participant, except that an eligible rollover distribution does not include
(i) any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the Participant or the joint lives (or joint life
expectancies) of the Participant and the Participant’s designated
Beneficiary, or for a specified period of ten years or more; (ii) any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; and (iii) the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities). An
eligible retirement plan is an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of
the Code, an annuity contract described in Section 403(b) of the Code, an
eligible deferred compensation plan described in Section 457(b) of the Code
which is maintained by an eligible employer described in Section
457(e)(1)(A) of the Code, or a qualified trust described in Section 401(a)
of the Code, that accepts the Participant’s eligible rollover distribution.
For purposes of this provision, a Participant includes an Employee or former
Employee, a Participant’s surviving Spouse, a Participant’s Spouse or former
Spouse who is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, and a Participant’s
non-Spouse Beneficiary; provided, however, that in the case of a
Participant’s non-






56









 






	 		 	Spouse Beneficiary, an eligible retirement plan only means an individual
retirement account described in Section 408(a) of the Code and an individual
retirement annuity described in Section 408(b) of the Code.






	 	(b)	 	All components of a hardship withdrawal are not an eligible
rollover distribution.






	 	6.	 	Required Distributions.






	 	(a)	 	General Rules.






	 	(i)	 	The requirements of this Article VII, Section
6, shall apply to any distribution of a Participant’s Account and shall
take precedence over any inconsistent provisions of this Plan, provided
that the requirements of this Article VII, Section 6, shall not enlarge
the distribution options currently available to Participants and
Beneficiaries under the other provisions of Article VII of the Plan.
	 
	 	(ii)	 	All distributions required under this Section
shall be determined and made in accordance with the regulations under
Section 401(a)(9) of the Code.
	 
	 	(iii)	 	The Plan will apply the minimum distribution
requirements of Section 401(a)(9) of the Code in accordance with the
regulations under Section 401(a)(9) promulgated on April 17, 2002,
notwithstanding any provisions of the Plan to the contrary.






	 	(b)	 	Distributions Commencing During a Participant’s
Lifetime.






	 	(i)	 	The entire interest of a Participant must be
distributed to such Participant no later than the Participant’s
Required Beginning




57









 






	 	 	 	Date, or must be distributed, beginning not later than the Required
Beginning Date, over the life of the Participant or joint lives of
the Participant and designated Beneficiary or over a period not
extending beyond the life expectancy of the Participant or the joint
life and last survivor expectancy of the Participant and the
designated Beneficiary.






	 	(ii)	 	Required Beginning Date means, for a
Participant who is a five-percent owner (as defined in Section 416 of
the Code), April 1 of the calendar year following the calendar year in
which he attains age 70 1/2.
	 
	 	(iii)	 	Required Beginning Date means, for any
Participant who is not a five-percent owner (as defined in Section 416
of the Code), April 1 of the calendar year following the later of the
calendar year in which he attains age 70 1/2 or the calendar year of his
Retirement.
	 
	 	(iv)	 	The applicable distribution period for required
minimum distributions for distribution calendar years up to and
including the distribution calendar year that includes the
Participant’s death is determined using the Internal Revenue Service’s
Uniform Lifetime Table for the Participant’s age as of the
Participant’s birthday in the relevant distribution calendar year.






	 	(c)	 	Distributions Before Required Beginning Date. Lifetime
distributions made before the Participant’s Required Beginning Date for
calendar years before the Participant’s first distribution calendar year, need
not be made




58









 






	 	 	 	in accordance with this Article VII, Section 6. However, if distributions
commence before the Participant’s Required Beginning Date under a particular
distribution option, the distribution option fails to satisfy the provisions
of Section 401(a)(9) of the Code at the time distributions commence, if
under the terms of the particular distribution option, distributions to be
made for the Participant’s first distribution calendar year or any
subsequent distribution calendar year fail to satisfy Section 401(a)(9).






	 	(d)	 	Death After Distributions Have Begun. If distribution
of the Participant’s interest has begun and the Participant dies before his
entire interest has been distributed to him, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the
method of distribution being used prior to the Participant’s death. The
applicable distribution period for distribution calendar years after the
distribution calendar year containing the Participant’s death is either the
longer of the remaining life expectancy of the Participant’s designated
Beneficiary or the remaining life expectancy of the Participant. If the
Beneficiary is not an individual or does not otherwise meet the requirements of
Section 401(a)(9) of the Code, the remaining life expectancy of the Participant
must be utilized.
	 
	 	(e)	 	Death Before Required Beginning Date. If the
Participant dies before his Required Beginning Date and distribution of his
interest, distribution of




59









 






	 	 	 	the Participant’s entire interest shall be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.






	 	(f)	 	Minimum Distribution Amount.
	 
	 	 	 	If a Participant’s benefit is to be distributed over:






	 	(i)	 	a period not extending beyond the life
expectancy of the Participant or the joint life and last survivor
expectancy of the Participant and the Participant’s designated
Beneficiary, or
	 
	 	(ii)	 	a period not extending beyond the life
expectancy of the designated Beneficiary,
	 
	 	the amount required to be distributed for each calendar year beginning with
the distributions for the first distribution calendar year, must be at least
equal to the quotient obtained by dividing the Participant’s benefit by the
applicable distribution period. For distribution calendar years up to and
including the distribution calendar year that includes the Participant’s
death, the required minimum distribution amount is determined under the
Uniform Lifetime Tables promulgated by the Internal Revenue Service for the
Participant’s age as of his birthday in the relevant distribution calendar
year. If a Participant dies on or after the Required Beginning Date, the
distribution period available for calculating the amount that must be
distributed during the distribution calendar year that includes the
Participant’s death is determined as if the Participant had lived throughout
the year. If the sole designated Beneficiary of a Participant is the
Participant’s surviving Spouse, for required minimum distributions during
the Participant’s lifetime, the




60









 






	 	applicable distribution period is the longer of the distribution period
determined in accordance with the preceding three sentences or the joint
life expectancy of the Participant and Spouse using the Participant’s and
Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the
distribution calendar year. The Spouse is the sole designated Beneficiary
for purposes of determining the applicable distribution period only if the
Spouse is the sole Beneficiary of the Participant’s entire interest at all
times during the distribution calendar year.






	 	(g)	 	Life expectancies for purposes of determining required minimum
distributions must be computed using the Single Life Table and the Joint and
Last Survivor Table promulgated by the Internal Revenue Service.
	 
	 	(h)	 	If distributions are made in accordance with this Article VII,
Section 6, the minimum distribution incidental benefit requirement is
satisfied.
	 
	 	(i)	 	Timing of Distributions. The minimum distribution
required for the Participant’s first distribution calendar year must be made on
or before the Participant’s Required Beginning Date. The minimum distribution
for other calendar years, including the minimum distribution for the
distribution calendar year in which the Participant’s Required Beginning Date
occurs, must be made on or before December 31 of that calendar year.
	 
	 	(j)	 	Distribution to a Charitable Organization. If a
Participant selects as his Beneficiary a tax-exempt organization qualified
under Section 501(c)(3) of the Code, any interest under the Plan payable to
said tax-exempt




61









 






	 	 	 	organization must be distributed no later than September 30 of the calendar
year following calendar year in which the Participant dies.






	 	(k)	 	Multiple Plans. If a Participant is a participant in
more than one qualified retirement plan, the plans in which the Participant
participates are not permitted to be aggregated for purposes of testing whether
the distribution requirements are met. The distribution of the benefit of the
Participant under each plan must separately meet the requirements.





     7. A Participant otherwise entitled to a distribution from the Plan may elect to retain said
distribution in the Plan until such time as the Participant shall direct the Plan Administrator to
make said distribution, provided that such distribution must be made not later than the time
specified in Article VII, Sections 4 and 6 above. Upon written notice (or by any other method
approved by the Plan Administrator) from the Participant, such distribution shall be made as soon
as possible after the notice is received.



     8. The assets of the Trust to be distributed to a Participant or Beneficiary shall include any
cash (or shares (or cash in lieu of fractional shares), if the Participant or Beneficiary elects to
receive shares) attributable to dividends payable to shareholders of record as of the end of the
quarter with respect to which the calculation is being made.




	     9.	(a)	 	Partial or total distributions in the case of hardship (in the following
hierarchical order of availability) of the Participant’s Salary Reduction Contribution
Account and/or Rollover Contribution Account may also be made to a Participant, upon
application to Timken. Any shares of Timken Stock held in any of these Accounts which
will comprise part of the distribution shall be liquidated by the Trustee prior to the
distribution to




62









 






	 	 	 	the Participant, unless the Participant elects to receive the shares of
Timken Stock. The distribution will be drawn pro-rata from all the
available investment funds. If a Participant elects a withdrawal prior to
the date of his Retirement, termination of employment on account of his
Disability or termination of service with the Company, such withdrawal will
be made only if, under uniform rules and regulations and in conformance with
procedures established by the Plan Administrator, the Trustee determines
that the purpose of the withdrawal is to meet immediate and heavy financial
needs of the Participant, the amount of the withdrawal does not exceed such
financial need, and the amount of the withdrawal is not reasonably available
from the resources of the Participant.






	 	(b)	 	The determination of whether a Participant has an immediate and
heavy financial need will be made on the basis of all relevant facts and
circumstances. Financial needs which will be deemed immediate and heavy
financial need are the (i) costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the Participant, (ii) payment
of tuition, related educational fees, and room and board expenses for up to the
next twelve months of post-secondary education for the Participant, the
Participant’s Spouse, children or dependents (as defined in Code Section 152,
and, for taxable years beginning on or after January 1, 2005, without regard to
Code Section 152(b)(1), (b)(2) or (d)(1)(B), (iii) expenses for (or necessary
to obtain)




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	 	 	 	medical care that would be deductible under Section 213(d) of the Code
(determined without regard whether the expenses exceed 7.5% of adjusted
gross income), (iv) payments necessary to prevent the eviction of the
Participant from the Participant’s principal residence or foreclosure on the
mortgage of that principal residence, (v) payment for burial or funeral
expenses for the Participant’s deceased parent, Spouse, children or
dependents (as defined in Section 152, and, for taxable years beginning on
or after January 1, 2005, without regard to Section 152(d)(1)(B) of the
Code), and (vi) expenses for the repair of damage to the Participant’s
principal residence that would qualify for the casualty deduction under Code
Section 165 of the Code (determined without regard to whether the loss
exceeds 10% of adjusted gross income).






	 	(c)	 	The determination of whether a distribution is necessary to
satisfy an immediate and heavy financial need shall be made on the basis of all
relevant facts and circumstances. A distribution will be deemed to satisfy an
immediate and heavy financial need if it is not in excess of the amount of the
immediate and heavy financial need of the Participant (grossed up to reflect
the income taxes that will be assessed on the distribution if the Participant
so requests), the Participant has obtained all distributions (including
distributions of ESOP dividends under Code Section 404(k) but not hardship
distributions) and all available nontaxable loans under all plans maintained by
the Company (including, without limitation, any qualified and non-qualified
deferred compensation plan and any cash or




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	 	 	 	deferred arrangement that is part of a cafeteria plan (other than mandatory
employee contributions under a welfare plan or pension plan)), and the
Participant agrees that all Salary Reduction Contributions and all other
Participant contributions to all plans maintained by the Company, including,
without limitation, any non-qualified deferred compensation plan, any cash
or deferred arrangement that is part of a cafeteria plan (other than
mandatory employee contributions under a welfare plan or pension plan) and
any stock option, stock purchase or similar plan, will be suspended until
six months after receipt of the hardship distribution.






	 	(d)	 	Such election may be made at any time, but not more frequently
than once every twelve months for reasons other than the payment of
post-secondary education tuition. Elections for the payment of post-secondary
education tuition, related educational fees and room and board expenses may be
made as often as every calendar quarter, and may be made in addition to a
hardship withdrawal for a non-tuition payment reason. All hardship withdrawal
elections shall be made by a Participant on written forms supplied by the
Trustee for that purpose. Such distributions shall be processed immediately
following completion of the application procedures.






	     10.	(a)	 	The Company may transfer a Participant’s Account under the Plan to another
qualified defined contribution plan maintained by a Controlled Group Member, when the
Participant transfers employment from an employee group covered by the Plan to an
employee group not so covered,




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	 	 	 	provided that the other plan accepts such transfers, and further provided
that the transfer does not include any 401(k) Plus Contributions in a
Participant’s Account. The Plan Administrator may establish such
nondiscriminatory restrictions and rules applicable to such transfers as it
may determine to be necessary or desirable to maintain the qualified status
of the Plan (and any other plan sponsored by Timken or by a Controlled Group
Member) under the Code; including, without limitation, rules insuring that
such transfers comply with Sections 411(a) and 411(d)(6) of the Code and the
regulations thereunder.






	 	(b)	 	When a Participant transfers employment from an employee group
not covered by the Plan to an employee group covered by the Plan and has
otherwise satisfied the eligibility requirements of the Plan, the Company may
transfer the Participant’s Account balance under another qualified defined
contribution plan maintained by a Controlled Group Member which authorizes such
transfers to the Plan. The Plan Administrator may establish such
nondiscriminatory restrictions and rules applicable to such transfers from the
transferor plan and transfers to the Plan as it may determine to be necessary
or desirable to maintain the qualified status of the Plan and any other plan
sponsored by Timken or by a Controlled Group Member under the Code, including,
without limitation, rules ensuring that such transfers comply with Section
411(a) and 411(d)(6) of the Code and the regulations thereunder. In no event
shall any amount be




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	 	 	 	transferred to the Trust from a defined benefit pension plan or a money
purchase pension plan of the Controlled Group.






	 	(c)	 	If any portion of a Participant’s benefit is transferred in a
distribution calendar year with respect to that Participant in order to satisfy
the minimum distribution rules in Article VII, Section 6, the transferor plan
must determine the amount of the required minimum distribution with respect to
that Participant for the calendar year of the transfer using the Participant’s
benefit under the transferor plan before the transfer. If any portion of a
Participant’s benefit is transferred in the Participant’s second distribution
calendar year, but on or before the Participant’s Required Beginning Date, in
order to satisfy Article VII, Section 6, the transferor plan must determine the
amount of the minimum distribution requirement for the Participant’s first
distribution calendar year based on the Participant’s benefit under the
transferor plan before the transfer. The transferor plan may satisfy the
minimum distribution requirement for the calendar year of the transfer (and the
prior year if applicable) by segregating the amount which must be distributed
from the Participant’s benefit and not transferring that amount. Such amount
may be retained by the transferor plan and must be distributed on or before the
date required under Article VII, Section 6, of the Plan.





     11. If overpayments or underpayments of benefits under the Plan have been made to a
Participant or Beneficiary, the amount of benefits will be appropriately adjusted, provided that



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the correction of any underpayments shall not result in the payment of interest to a
Participant or Beneficiary on any such underpaid amounts.



     12. Any distribution fees charged may be paid by the Participant and/or Beneficiary from funds
in the Trust.



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ARTICLE VIII — Equity Determination





	     1.	(a)	 	The Plan Administrator may amend or revoke the Salary Reduction
Contribution election of any Participant at any time, if the Plan Administrator
determines that such revocation or amendment is necessary to ensure that the annual
addition to a Participant’s Account for any Plan Year will not exceed the limitations
of Article IV, Section 5, or to ensure that the discrimination tests of Section 401(k)
of the Code are met for such Plan Year. The discrimination tests shall be (i) that the
Employees eligible to benefit under this Plan shall satisfy the nondiscrimination
provisions of Section 410(b)(1) of the Code and (ii) that the actual deferral
percentage for Highly Compensated Employees for such Plan Year bears a relationship to
the actual deferral percentage for all other eligible Employees for the preceding Plan
Year which meets either of the following tests:






	 	(i)	 	the actual deferral percentage for the group of
Highly Compensated Employees is not more than the actual deferral
percentage of all other eligible Employees multiplied by 1.25, or
	 
	 	(ii)	 	the excess of the actual deferral percentage
for the group of Highly Compensated Employees over that of all other
eligible Employees is not more than two percentage points, and the
actual deferral percentage for the group of Highly Compensated
Employees is not more than the actual deferral percentage of all other
eligible Employees multiplied by two.




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	 	(b)	 	For purposes of this Section, the actual deferral percentage
for a specified group of Employees for a Plan Year shall be the average of the
ratios (calculated separately for each Employee in such group) of:






	 	(i)	 	the amount of Salary Reduction Contributions
actually paid to the Trust on behalf of each such Employee for such
Plan Year, excluding any Catch-Up Salary Reduction Contributions, as
well as any Company Matching Contributions, any Stock Matching
Contributions, any 401(k) Plus Contributions and any Profit Sharing
Contributions that are treated by the Plan Administrator as elective
contributions to the Plan, to
	 
	 	(ii)	 	the Employee’s compensation (as defined in
Section 414(s) of the Code) for such Plan Year.






	 	(c)	 	For purposes of determining whether the Plan satisfies the
actual deferral percentage test, all Salary Reduction Contributions, excluding
any Catch-Up Salary Reduction Contributions, as well as any Company Matching
Contributions, any Stock Matching Contributions, any 401(k) Plus Contributions
and any Profit Sharing Contributions treated by the Plan Administrator as
elective contributions that are made under two or more plans that are
aggregated for the purpose of satisfying Sections 401(a)(4) and 410(b) of the
Code (other than Section 410(b)(2)(A)(ii) of the Code), are to be treated as
made under a single plan. If two or more plans are permissively aggregated for
the purpose of satisfying Section 401(k) of the Code, the aggregated plans must
also satisfy Sections 401(a)(4) and




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	 	 	 	410(b) of the Code as though they were a single plan. In calculating the
actual deferral percentage, the actual deferral ratio of a Highly
Compensated Employee will be determined by treating all plans subject to
Section 401(k) of the Code under which the Highly Compensated Employee is
eligible (other than those that may not be permissively aggregated) as a
single plan and in the event that such plans have different plan years, all
Salary Reduction Contributions made during the Plan Year under all such
plans shall be aggregated. Notwithstanding the foregoing, plans that are
not permitted to be aggregated under Treasury Regulations issued under
Section 401(k) of the Code shall be treated as separate arrangements.






	     2.	(a)	 	The Plan Administrator may amend or revoke the Salary Reduction
Contributions election of any Participant at any time, if the Plan Administrator
determines that such revocation or amendment is necessary to ensure that the
discrimination tests of Section 401(m) of the Code are met for such Plan Year. The
discrimination tests shall be that the actual contribution percentage for Highly
Compensated Employees for such Plan Year bears a relationship to the actual
contribution percentage for all other eligible Employees for the preceding Plan Year
which meets either of the following tests:






	 	(i)	 	the actual contribution percentage for the
group of Highly Compensated Employees is not more than the actual
contribution percentage of all other eligible Employees multiplied by
1.25, or




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	 	(ii)	 	the excess of the actual contribution
percentage for the group of Highly Compensated Employees over that of
all other eligible Employees is not more than two percentage points,
and the actual contribution percentage for the group of Highly
Compensated Employees is not more than the actual contribution
percentage of all other eligible Employees multiplied by two.






	 	(b)	 	For purposes of this Section, the actual contribution
percentage for a specified group of Employees for a Plan Year shall be the
average of the ratios (calculated separately for each Employee in such group)
of:






	 	(i)	 	the amount of Company Matching Contributions
and Stock Matching Contributions actually paid to the Trust on behalf
of each such Employee for such Plan Year, as well as any Salary
Reduction Contributions (excluding any Catch-Up Salary Reduction
Contributions), any 401(k) Plus Contributions and any Profit Sharing
Contributions that are treated by the Plan Administrator as matching
contributions to the Plan, to
	 
	 	(ii)	 	the Employee’s compensation (as defined in
Section 414(s) of the Code) for such Plan Year.






	 	(c)	 	For purposes of determining whether the Plan satisfies the
actual contribution percentage test of Section 401(m) of the Code, all matching
contributions that are made under two or more plans that are aggregated for
purposes of satisfying Sections 401(a)(4) and 410(b) of the Code (other than
Section 410(b)(2)(A)(ii) of the Code), are to be treated as made




72









 






	 	 	 	under a single plan. If two or more plans are permissively aggregated for
purposes of satisfying Section 401(m) of the Code, the aggregated plans must
also satisfy Sections 401(a)(4) and 410(b) of the Code as though they were a
single plan. In calculating the actual contribution percentage, the actual
contribution ratio of a Highly Compensated Employee will be determined by
treating all plans subject to Section 401(m) of the Code under which the
Highly Compensated Employee is eligible (other than those that may not be
permissively aggregated) as a single plan and in the event that such plans
have different plan years, all Company Matching Contributions and Stock
Matching Contributions made during the Plan Year under all such plans shall
be aggregated. Notwithstanding the foregoing, plans that are not permitted
to be aggregated under Treasury Regulations issued under Section 401(k) of
the Code shall be treated as separate arrangements.





     3. In the event that the Plan should fail to meet the test set forth in Article VIII, Section
1, the amount of excess contributions for a Highly Compensated Employee for a Plan Year is to be
determined by the following leveling methods:




	 	(a)	 	the total dollar amount of excess aggregate contributions is
determined by reducing contributions on behalf of Highly Compensated Employees
in the order of their deferral percentages, beginning with the highest of such
percentages and continuing until the actual deferral percentage test is
satisfied;




73









 






	 	(b)	 	the amount determined in (a) above is reallocated beginning
with the Highly Compensated Employee with the highest dollar amount of
contributions taken into account in performing the actual deferral percentage
test to equal the dollar amount of the Highly Compensated Employee with the
next highest dollar amount of such contributions and continuing in succeeding
order of the Highly Compensated Employees until all excess aggregate
contributions are accounted for as determined in (a) above;






	 	(c)	 	each Highly Compensated Employee will receive a distribution of
his portion of excess aggregate contributions determined in step (b) above.





     For each Highly Compensated Employee, the amount of excess contributions is equal to the total
Salary Reduction Contributions (excluding any Catch-Up Salary Reduction Contributions), plus
Company Matching Contributions, Stock Matching Contributions, 401(k) Plus Contributions, and Profit
Sharing Contributions treated as elective contributions, on behalf of the Participant.



     Excess contributions (and income allocable thereto through a date no more than seven days
before the date of distribution) are distributed in accordance with this Article VIII, Section 3,
only if such excess contributions (and allocable income) are designated by the Company as a
distribution of excess contributions (and income) and are distributed to the appropriate Highly
Compensated Employees after the close of the Plan Year in which the excess contributions occurred
and within twelve months after the close of such Plan Year.



     A corrective distribution of excess contributions (and income) is includable in gross income
of the Participant on the earliest dates any Salary Reduction Contributions by the Participant
during the Plan Year would have been received by the Participant had he originally elected to
receive the



74









 







amounts in cash, or, if distributed more than two and a half months after the Plan Year for
which such contributions were made, in the taxable year of the Participant in which distributed.



     The amount of excess contributions to be distributed under this Article VIII, Section 3, with
respect to a Participant for a Plan Year shall be reduced by any excess Salary Reduction
Contribution elections under Article III, Section 1, previously distributed to such Participant for
the Participant’s taxable year ending with or within such Plan Year. The amount of excess Salary
Reduction Contribution elections that may be distributed under Article IV, Section 5, with respect
to a Participant for a calendar year shall be reduced by any excess contributions previously
distributed with respect to such Participant for the Plan Year beginning with or within such
calendar year. In the event of a reduction under this paragraph, the amount of excess
contributions includable in the gross income of the Participant and the amount of excess
contributions reported by the Company as includable in the gross income of the Participant shall be
reduced by the amount of the reduction under this paragraph.



     4. In the event that the Plan should fail to meet the test set forth in Article VIII, Section
2, the amount of excess aggregate contributions for a Highly Compensated Employee for a Plan Year
is to be determined by the following leveling methods:




	 	(a)	 	the total dollar amount of excess aggregate contributions is
determined by reducing contributions on behalf of Highly Compensated Employees
in the order of their contribution percentages, beginning with the highest of
such percentages and continuing until the actual contribution percentage test
is satisfied;
	 
	 	(b)	 	the amount determined in (a) above is reallocated beginning
with the Highly Compensated Employee with the highest dollar amount of




75









 






	 	 	 	contributions taken into account in performing the actual contribution
percentage test to equal the dollar amount of the Highly Compensated
Employee with the next highest dollar amount of such contributions and
continuing in succeeding order of the Highly Compensated Employees until all
excess aggregate contributions are accounted for as determined in (a) above;






	 	(c)	 	each Highly Compensated Employee will receive a distribution of
his portion of excess aggregate contributions determined in step (b) above.





     The amount of excess aggregate contributions with respect to an Employee for a Plan Year shall
be determined only after first determining the excess contributions that are treated as Employee
contributions for the Plan Year due to recharacterization. For each Highly Compensated Employee,
the amount of excess aggregate contributions is equal to the total Company Matching Contributions
and Stock Matching Contributions, plus Salary Reduction Contributions (excluding any Catch-Up
Salary Reduction Contributions), 401(k) Plus Contributions, and Profit Sharing Contributions
treated as matching contributions, on behalf of the Participant.



     Excess aggregate contributions (and income allocable thereto through a date no more than seven
days before the date of distribution) are distributed in accordance with this Article VIII, Section
4, only if such excess aggregate contributions (and allocable income) are designated by the Plan
Administrator as a distribution of excess aggregate contributions (and income) and are distributed
to appropriate Highly Compensated Employees after the close of the Plan Year in which the excess
aggregate contributions occurred and within twelve months after the close of the following Plan
Year.



76









 





     5. The provisions of this Article VIII are effective for Plan Years beginning on or after
January 1, 2006.



     A corrective distribution of excess contributions (and income) is includable for the taxable
year of the Participant ending with or within the Plan Year for which the excess aggregate
contributions were made or, if distributed more than two and a half months after the Plan Year for
which such excess aggregate contributions were made, in the taxable year of the Participant in
which distributed.



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ARTICLE IX — Loans from the Trust





	     1.	(a)	 	A Participant or alternate payee who has succeeded to the interest of a
Participant, may obtain a loan from the Trust upon proper application to the Trust
pursuant to procedures established by Timken. For purposes of this Article IX, the
term “Participant” shall include an alternate payee described in the preceding
sentence. The nature and amount of the loan must conform to the following rules and
limits:






	 	(i)	 	The Participant may borrow only from his
Beneficial Loan Interest in his Account;
	 
	 	(ii)	 	The minimum loan amount is $1,000;
	 
	 	(iii)	 	The maximum loan amount is fifty percent of
the Participant’s Beneficial Loan Interest, provided, that no loan may
be greater than $50,000, reduced by the excess (if any) of (A) the
highest outstanding loan balance from the Plan and any other plan of a
Controlled Group Member during the one year period ending on the day
before the date on which such loan is made over (B) the outstanding
loan balance from the Plan and any other plan of a Controlled Group
Member on the date on which such loan is made. The Trustee will accept
only the Participant’s Accrued Benefit as collateral for loans.
	 
	 	(iv)	 	The term of the loan cannot exceed five years,
except that the term of a loan made for the purpose of purchasing a
primary residence cannot exceed 30 years. The term of a loan that is
not for the purchase of a primary residence may be extended beyond five




78









 






	 	 	 	years for a Participant on military leave from the Company with the
term of the extension not to exceed the length of such military
leave.






	 	(v)	 	A Participant may have only one loan from this
Plan in effect at any one time and may apply for a subsequent loan
immediately after his previous loan is paid in full.
	 
	 	(vi)	 	The Plan Administrator will establish the rate
of interest to be charged on all loan balances. This rate of interest
will be one percent in excess of the prime rate as published in the
Wall Street Journal on the first business day of the month in which the
loan is granted. A Participant on a military leave from the Company
may be entitled to the interest rate reduction provided in the
Soldiers’ and Sailors’ Civil Relief Act of 1940.
	 
	 	(vii)	 	If the Participant is an active Employee, the
loan shall be repaid by the Participant through payroll deduction as
established by the loan agreement. If the borrower is not an active
Employee, the borrower and the Plan Administrator shall agree to a
repayment schedule which shall be incorporated in the loan agreement.
	 
	 	(viii)	 	The loan may be repaid in full at a date earlier than provided in the
loan agreement with no penalty.
	 
	 	(ix)	 	Any loan fees charged will be paid by the
Participant from funds other than those in the Trust.




79









 






	 	(x)	 	Interest paid by the Participant in excess of
the loan fees, if any, will be credited directly to the Participant’s
Account.
	 
	 	(xi)	 	The loan amount will be taken on a pro-rata
basis from the Beneficial Loan Interest in all investment options at
the time of the loan and on a pro-rata basis from eligible Company and
Participant contributions at the time of the loan. Repayments will be
redeposited into the Participant’s Account according to the investment
options elected by the Participant at the time the repayment is made
under Article VI, Section 2(a), except for amounts which must be
reinvested in Timken Stock.
	 
	 	(xii)	 	The Trustee will declare a loan to be in
default when the loan is in arrears of repayment for more than 90 days.
The Trustee may take steps to preserve Plan assets, if necessary, in
the event of such default. Once default has been established, the
amount of the loan in default (unpaid principal and the interest
accrued thereon) shall be treated as a distribution from the Plan in
the Plan Year in which the default occurs. The amount of the default
will not constitute part of subsequent distributions from the Trust.
	 
	 	(xiii)	 	The Plan Administrator may agree to a suspension of loan payments for
up to twelve months for a Participant who is on a leave of absence
without pay. During the suspension period interest shall continue to
accrue on the outstanding loan balance. At the expiration of the
suspension period all outstanding loan




80









 






	 	 	 	payments and accrued interest thereon shall be due unless otherwise
agreed upon by the Plan Administrator.






	 	(xiv)	 	The proceeds of the loan cannot be applied
toward the purchase of any securities.
	 
	 	(xv)	 	Loan repayments may be suspended under this
Plan as permitted under Section 414(u) of the Code.





     2. Loans may be applied for on any business day and will be processed as soon as practicable.
Any loan whose term extends beyond five years must be on a written application form available from
and returned to the Trustee.



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ARTICLE X — Voting of Shares Held by the Trustee




     Each Participant, each Beneficiary who has succeeded to the interest of a Participant and each
alternate payee (“Eligible Participants and Beneficiaries”) in this Plan shall have the authority
to direct the exercise of voting rights as to whole shares of Timken Stock held for the benefit of
the Eligible Participant or Beneficiary as of the most current Valuation Date available preceding
the record date for the shareholders’ meeting. Timken shall furnish Timken’s Annual Report, Notice
of Annual Meeting, Proxy Statement, Proxy Card and other shareholder information to each Eligible
Participant and Beneficiary and shall solicit each Eligible Participant’s and Beneficiary’s vote;
Timken reserves the option to retain the Trustee or other service provider to perform these
services. All other shares of Timken Stock held in the Trust, including shares not voted by
Eligible Participants or Beneficiaries or not yet allocated to Eligible Participants or
Beneficiaries, are to be voted by the Trustee in the same ratio for the election of Directors and
for or against each issue as the applicable votes directed by Eligible Participants and
Beneficiaries with respect to whole shares of Timken Stock.



82









 





ARTICLE XI — Merger, Consolidation or Transfer




     In case of any merger or consolidation with, or transfer of assets or liabilities to, any
other plan, the benefits which would be paid to each Participant in this Plan (if this Plan
terminated immediately after the merger, consolidation, or transfer) shall be equal to or greater
than the benefit each Participant would have been entitled to receive immediately before the
merger, consolidation, or transfer (if this Plan had then terminated).



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ARTICLE XII — Conditions to the Effectiveness and Continuance of this Plan




     1. An Employer will not be required to make any contributions to the Trust required to be
established under this Plan or to place any part of the Plan into operation, unless and until it
shall have received from the Internal Revenue Service a currently effective ruling or rulings,
satisfactory to the Company, that such Trust is a qualified Trust under Sections 401(a), 401(k) and
401(m) of the Code, and exempt from Federal Income Tax under Section 501(a) of the Code. Continued
contributions to the Trust and operation of the Plan shall be conditioned upon retaining such
favorable ruling or rulings from the Internal Revenue Service.



     2. An Employer will not be required to make any contributions to the Trust required to be
established under this Plan or to place any part of the Plan into operation, unless and until it
shall have received from the United States Department of Labor a currently effective ruling or
rulings, satisfactory to the Company that no part of the Company’s contributions to such Trust
shall be included in the regular rate of pay of any Employee. Continued contributions to the Trust
and operation of the Plan shall be conditioned upon retaining such favorable ruling or rulings.



84









 





ARTICLE XIII — Amendment or Termination of Plan





	     1.	(a)	 	Timken expects to continue this Plan indefinitely, but reserves the right
to terminate the Plan or to amend the Plan in any other respect and in any manner that
it may deem advisable. Any such amendment shall be in writing. Upon delivery of
written notice from Timken to the Trustee, the Plan and Trust Agreement shall be deemed
to have been terminated or amended in the manner set forth therein, and all
Participants and all persons claiming any interest hereunder shall be bound thereby;
provided that no termination or amendment:






	 	(i)	 	shall have the effect of vesting in the Company
any interest in any property held subject to the terms of the Plan;
	 
	 	(ii)	 	shall cause or permit any property held subject
to the terms of the Plan to be diverted to purposes other than the
exclusive benefit of Participants and their Beneficiaries;
	 
	 	(iii)	 	shall reduce the interest of a Participant in
the Trust property as of that time or his right to enjoy such interest
without the written consent of the Participant;
	 
	 	(iv)	 	shall increase the duties or liabilities of the
Trustee without its written consent.





     2. Without terminating this Plan, an Employer may, at its sole discretion and at any time,
reduce or suspend its contributions to this Plan.



     3. In the event of termination or partial termination of the Plan or a complete discontinuance
of contributions, Participants who are no longer eligible to participate in the Plan, Beneficiaries
of deceased Participants, and alternate payees who are affected by such



85









 







termination, partial termination or complete discontinuance of contributions shall have a
fully Vested interest in the amounts credited to their respective Accounts at the time of such
termination, partial termination or discontinuance.



     4. Upon the termination of the Plan and Trust, after proportional adjustment of the Accounts
to reflect losses or profits and reallocations to the date of termination, each Participant,
Beneficiary of a deceased Participant, and alternate payee shall be entitled to receive any Vested
amounts then credited to his Account in the Trust. Distribution of such amounts shall be made upon
the Participant’s attainment of age 59-1/2, or if earlier, the termination of his employment with
the Company.



     5. In the event that amendments to this Plan are necessary or desirable for the purpose of (a)
obtaining a favorable ruling by the Internal Revenue Service concerning the qualification of or any
matter arising under this Plan, (b) clarifying any ambiguity, correcting any apparent error, or
supplying any omission from the provisions of this Plan, or (c) facilitating or improving the
administration of this Plan, such amendments may be made by Timken; provided that no such amendment
shall adversely affect any of the rights of Participants or prospective Participants in this Plan,
nor impose additional obligations on the Company, or relieve the Company of any obligations
prescribed hereby.



     6. The Board of Directors of Timken may delegate its duties and responsibilities with respect
to the Plan to such officer or officers (or their designees, except the Administrative Delegate) as
the Board of Directors may determine and may allocate to and among any one or more of such officers
such duties and responsibilities, including the power to amend the Plan in any manner or suspend or
modify the level of Company Contributions to the Plan.



86









 





ARTICLE XIV — Nonalienation of Participants’ Interests




     1. No right to the monies contributed by a Participant or an Employer under this Plan, nor in
any shares held by the Trustee, nor any dividends thereon, shall be subject in any manner to
alienation, assignment, encumbrance, pledge, sale or transfer of any kind prior to being
distributed to the Participant as provided in the Plan. If at any time prior thereto a Participant
shall attempt to alienate, assign, encumber, pledge, sell or otherwise transfer his right to any
shares or monies held by the Trustee, such attempted alienation, assignment, encumbrance, pledge,
sale or transfer shall be of no effect. To the extent permitted by law, the interest of a
Participant shall also be protected from involuntary attachment, garnishment or levy. In the event
of an attempted attachment, garnishment or levy of the Participant’s interest in the Trust, the
Participant will be promptly notified; but the Trustee shall have no obligation to resist such
action. In no event shall any person be entitled to the distribution of shares or the payment of
monies held by the Trustee prior to the time when distribution is to be made to the Participant as
provided in the Plan. For purposes of this Section, Participant also includes Beneficiaries and
alternate payees.



     2. Section 1 of this Article XIV shall not apply if the attachment or garnishment of the
Participant’s interest in the Trust is to be made pursuant to a qualified domestic relations order,
as determined under the procedures of this Plan. A domestic relations order is a judgment, decree
or order that relates to the provision of child support, alimony payments or marital property
rights to a Spouse, former Spouse, child or other dependent of a Participant and is made pursuant
to a state domestic relations law. A domestic relations order is qualified if it creates or
recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the
right to, receive all or a portion of the benefits payable to a Participant under the Plan,
specifies (a) the name and last known mailing address of the Participant and of each alternate
payee covered



87









 







under the order, (b) the amount or percentage of the Participant’s benefits to be paid to any
alternate payee, or the manner in which such amount or percentage is to be determined, (c) the
number of payments or the period to which the order applies, and (d) each plan to which the order
relates. Such order cannot require the Plan to provide any type or form of benefits, or any
option, not otherwise provided under the Plan; it cannot require the Plan to provide increased
benefits (determined on the basis of actuarial value), and it cannot require the payment of
benefits to an alternate payee which are required to be paid to another alternate payee under
another order previously determined to be a qualified domestic relations order.



     3. Each alternate payee under a qualified domestic relations order shall have the right from
time to time to file with the Plan Administrator a written request regarding the time and manner of
payment of the alternate payee’s interest in the Plan pursuant to such qualified domestic relations
order. Provided such qualified domestic relations order complies with the Code, such request shall
be considered by the Plan Administrator and shall be acted upon in accordance with the terms of
such qualified domestic relations order. The options available to an alternate payee shall be
those set forth in Article VI, Section 2, Article VII, Sections 4 and 5 and Article IX, unless
otherwise modified by the qualified domestic relations order, provided that said qualified domestic
relations order cannot enlarge the options available under Article VII, Sections 4 and 5 and
Article IX. If an alternate payee so desires, distribution of an alternate payee’s interest in the
Trust may be distributed to such alternate payee, as soon as such qualified domestic relations
order is approved by the Plan Administrator and by the court.



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ARTICLE XV — Tender Offers




     1. In the event a tender offer, as determined by the Board of Directors of Timken (a “Tender
Offer”), for shares of Timken Stock is commenced, then, notwithstanding any other provision of the
Plan or the Trust Agreement, each Participant, each Beneficiary who has succeeded to the interest
of a Participant and each alternate payee (“Affected Participants and Beneficiaries”) shall, in
accordance with the following provisions of this Article XV, have the right to decide if Timken
Stock credited to his Account shall be tendered.



     2. In the event of a Tender Offer, Timken shall cause to be sent to each Affected Participant
and Beneficiary who at any time during the effective period of the Tender Offer has any Timken
Stock credited to his Account all information pertinent to such Tender Offer, including all the
terms and conditions thereof, together with written material pursuant to which the Affected
Participant and Beneficiary may direct the Trustee to tender or sell pursuant to the Tender Offer
all or part of the Timken Stock credited to his Account. Affected Participants and Beneficiaries
also shall have the right, to the extent the terms of the Tender Offer so permit, to direct the
withdrawal of such shares from the tender. The Trustee shall tender or sell only those shares of
Timken Stock as to which valid and timely directions to tender or sell are received and not validly
and timely revoked, and all other shares of Timken Stock held under the Plan shall continue to be
held by the Trustee. If, in the course of a Tender Offer, an issue shall arise on which Affected
Participants and Beneficiaries are required to have an opportunity to alter their circumstances,
Timken shall solicit the directions of such Affected Participants and Beneficiaries with respect to
each such issue and act in response to such direction. The Trustee shall adopt a deadline, after
which directions to tender (or to withdraw from tender) Timken Stock will not be accepted,
sufficiently in advance of any applicable deadline under the terms of the Tender Offer



89









 







to allow the Trustee to implement directions received from Affected Participants and
Beneficiaries.



     3. To the extent that a Tender Offer is for cash, proceeds from the sale of any shares of
Timken Stock pursuant to such offer shall be held by the Trustee in an interest bearing account or
in short-term government bonds acquired by the Trustee upon the receipt of any such cash proceeds.
To the extent that a Tender Offer is for property other than cash, property received by the Trustee
from the sale of any shares of Timken Stock pursuant to such offer shall be held by the Trustee in
a general investment fund established by the Trustee upon the receipt of any such property.



     4. Any decision by an Affected Participant or Beneficiary to tender (or not tender) or to sell
(or not sell), and any other direction by an Affected Participant or Beneficiary, pursuant to this
Article XV shall constitute an exercise of control by such Affected Participant or Beneficiary over
the assets allocated to his Account within the meaning of Section 404(c) of ERISA.




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ARTICLE XVI — Top-Heavy Provisions




     1. Definitions. For the purposes of this Article XVI, the following definitions shall
apply:





	 	(a)	 	“Key Employee” means an Employee or former Employee who at any
time during the Plan Year containing the Determination Date (or during the four
preceding Plan Years for Plan Years commencing prior to December 31, 2002) is:






	 	(i)	 	an officer of the Company having an annual
compensation greater than $130,000 (adjusted under Section 416(i)(1) of
the Code);
	 
	 	(ii)	 	a five-percent owner of the Company; or
	 
	 	(iii)	 	a one-percent owner of the Company who has an
annual compensation above $150,000.






	 	 	 	For purposes of determining the number of officers taken into account under
clause (i) above, Employees described in Section 414(q)(8) of the Code will
be excluded. “Key Employee” shall also include such Employee’s Beneficiary
in the event of his death.






     The definition of Key Employee shall be interpreted in accordance with
Section 416(i) of the Code and the rules and regulations promulgated
thereunder. Any Employee who does not meet the requirement of this
definition shall be considered a non-Key Employee.




	 	(b)	 	“Determination Date” means the last day of the preceding Plan
Year.





     2. Top-Heavy Determination. This Plan shall be top-heavy for any Plan Year if, as of
the Determination Date, the aggregate of the Accounts of Key Employees under the Plan




91









 







exceeds sixty
percent of the aggregate of the Accounts of all Employees under the Plan. For purposes of this
determination, the following rules shall apply:





	 	(a)	 	Employees shall include former Employees, Beneficiaries and
former Beneficiaries who have a benefit greater than zero on the Determination
Date.
	 
	 	(b)	 	The amount of the Account of any Employee shall be increased by
the aggregate distributions made with respect to such Employee within the
1-year period ending on the Determination Date (including distributions under a
terminated plan which if it had not been terminated would have been included in
a required aggregation group under Section 416(g)(2)(i) of the Code) unless
such aggregate distributions were made for a reason other than a severance from
employment, death, or disability, in which case the preceding provisions shall
be applied by substituting a 5-year period for the 1-year period.
	 
	 	(c)	 	The Account of any Employee who is not a Key Employee as of the
Determination Date but who was a Key Employee during any prior Plan Year shall
be disregarded.
	 
	 	(d)	 	The Account of any Employee who has not performed any services
for the Company at any time during the 1-year period ending on the
Determination Date shall not be taken into account.
	 
	 	(e)	 	If the Company maintains other plans which are qualified under
Section 401 of the Code, the top-heavy determination described above shall be
made by aggregating the Accounts under this Plan with the




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	 	 	 	accounts or the
present values of the cumulative accrued benefits under (i) any such other plan
(including plans terminated in the past 1 year) in which a Key Employee is a
participant and (ii) any such other plan (including plans terminated in the
past 1 year) which enables a plan in which a Key Employee is a participant to
meet the requirements of Section 401(a)(4) or Section 410 of the Code. The
Company may also aggregate any such other plans not required to be aggregated,
provided the resulting group of plans, taken as a whole, continue to meet the
requirements of Sections 401(a)(4) and 410 of the Code.
	 
	 	(f)	 	The Accrued Benefit of any Employee (other than a Key Employee)
shall be determined by the method used for accrual purposes for all plans of
the Company.
	 
	 	(g)	 	The top-heavy determination under this Section shall be made in
accordance with Section 416 of the Code and the rules and regulations
promulgated thereunder.





     3. Top-Heavy Requirements. If the Plan is deemed to be top heavy under Section 2
then, notwithstanding any other provision of the Plan to the contrary, the following shall apply
with respect to each Plan Year in which the Plan is top-heavy:





	 	(a)	 	Minimum Contributions. The Company Contributions for
each Participant who is not a Key Employee shall not be less than three percent
of such Participant’s Gross Earnings or the largest percentage of the Company
Contributions of the Key Employee’s Gross Earnings allocated on behalf of any
Key Employee for that year, provided if the highest rate




93









 






	 	 	 	allocated to a Key
Employee is less than three percent, amounts contributed as a result of salary
reduction agreements must be included in determining the contributions made on
behalf of Key Employees. Company Matching Contributions and Stock Matching
Contributions will be taken into account in determining whether the minimum
contribution requirement has been satisfied. This minimum allocation shall be
made even though, under other Plan provisions, the Participant would not
otherwise be entitled to receive an allocation, or would have received a lesser
allocation for the year because of (i) the Participant’s failure to complete
1,000 Hours of Service or (ii) the Participant’s failure to make mandatory
Participant contributions to the Plan, provided, however, this provision shall
not apply to any Participant who was not an Employee on the last day of the
Plan Year. Company Contributions allocated under any other defined
contribution plan of the Company, in which any Key Employee participates or
which enables another defined contribution plan to meet the requirements of
Section 401(a)(4) or 410 of the Code, shall be considered contributions and
Forfeitures allocated under this Plan. In the case of any non-Key Employee
Participant who is also a participant in any defined benefit pension plan of
the Company, the foregoing provisions of
this Section shall be applied, but with five percent substituted for three
percent.
	 
	 	(b)	 	Adjusted Code Section 415 Limitations. In the case of
a non-Key Employee participating only in a defined benefit pension plan, the




94









 






	 	 	 	additional minimum benefit for each year of Continuous Service counted is one
percentage point, up to a maximum of ten percentage points, of the Employee’s
average compensation for the five consecutive years when the Employee had the
highest aggregate compensation from the Company. In the case of a non-Key
Employee participating only in this or another defined contribution plan, the
additional minimum contribution is one percent of the Employee’s compensation.
In the case of a non-Key Employee participating both in a defined benefit
pension plan and this or another defined contribution plan, there is no
additional minimum benefit, but the additional minimum contribution shall be
two and one-half percent of the Employee’s compensation.
	 
	 	(c)	 	Vesting Schedule. For any Plan Year during which the
Plan is Top Heavy, the vesting schedules set forth in Article V, Section 2,
will automatically continue to apply to all benefits within the meaning of
Section 411(a)(7) of the Code except those attributable to Participant
contributions, including benefits accrued before the effective date of Section
416 of the Code and benefits accrued before the Plan became Top Heavy.
Further, no decrease in a Participant’s Vested percentage may occur in the
event that the Plan’s status as Top Heavy changes for any Plan Year.




95









 











ARTICLE XVII — Plan Administration




     1. Timken shall be the Plan Administrator and have responsibility for the administration of
this Plan, including power to construe this Plan, to determine all questions that shall arise
hereunder, including particularly questions on eligibility and participation of Employees and
allocations of Company Contributions to Participants’ Accounts and all matters necessary for it
properly to discharge its duties, powers and obligations and to apply its established policies
concerning the employment status of Participants. The decision of Timken made in good faith upon
any matter within the scope of its authority shall be final, but Timken at all times in carrying
out its decisions shall act in a uniform and nondiscriminatory manner and may from time to time set
down uniform rules of interpretation and administration, which rules may be modified from time to
time in the light of its experience.




	 	 	 	 	 
	     2.

	 	(a)
	 	Timken will make all determinations as to the right of any persons to
benefits under the Plan in accordance with the governing Plan documents and will ensure
that Plan provisions are applied consistently with respect to similarly situated
claimants. Any denial by Timken of a claim for benefits under the Plan by a claimant,
who may be a Participant or Beneficiary, will be stated in writing by Timken and
delivered or mailed to the claimant within a reasonable period of time, but not later
than 90 days after receipt of the claim by the Plan, unless Timken determines that
special circumstances require an extension of time for processing the claim. Written
notice of the extension shall be furnished to the claimant prior to the termination of
the initial 90-day period. The extension notice shall indicate the special
circumstances requiring an extension of time and






96









 






	 	 	 	 	 
	 

	 	 	 	the date by which the Plan expects to
render the benefit determination, which cannot exceed a period of 90 days from the end
of the initial period.
	 
	 	 	 	 
	 

	 	(b)
	 	Timken shall provide a claimant with written or electronic
notification of any adverse benefit determination. The notification shall set
forth in a manner calculated to be understood by the claimant:







	 	(i)	 	The specific reason or reasons for the adverse
determination;
	 
	 	(ii)	 	Reference to the specific Plan provisions on
which the determination is based;
	 
	 	(iii)	 	A description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and
	 
	 	(iv)	 	A description of the Plan’s review procedures
and the time limits applicable to such procedures, including a
statement of the claimant’s right to bring a civil action under Section
502(a) of ERISA following an adverse benefit determination on review.






	 	(c)	 	In addition, Timken will provide an opportunity to any claimant
whose claim for benefits has been denied an opportunity for a full and fair
review of the denial. As part of the review, Timken will:






	 	(i)	 	Provide a claimant at least 60 days following
receipt of a notification of an adverse benefit determination within
which to appeal the determination;




97









 






	 	(ii)	 	Provide a claimant the opportunity to submit
written comments, documents, records, and other information relating to
the claim for benefits;
	 
	 	(iii)	 	Provide that a claimant shall be provided,
upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the
claimant’s claim for benefits;
	 
	 	(iv)	 	Provide for a review that takes into account
all comments, documents, records, and other information submitted by
the claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.






	 	(d)	 	Timken shall provide a claimant with written or electronic
notification of the Plan’s benefits determination on review within 60 days
after Timken receives the request for review. In the case of an adverse
benefit determination, the notification shall set forth, in a manner calculated
to be understood by the claimant:






	 	(i)	 	The specific reason or reasons for the adverse
determination;
	 
	 	(ii)	 	Reference to the specific Plan provisions on
which the benefit determination is based;
	 
	 	(iii)	 	A statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to
the claimant’s claim for benefits; and




98









 






	 	(iv)	 	A statement describing any voluntary appeal
procedures offered by the Plan and the claimant’s right to obtain the
information about such procedures and a statement of the claimant’s
right to bring an action under Section 502(a) of ERISA.






	 	(e)	 	The decision of Timken shall be made by a committee consisting
of at least three employees of the Company familiar with the legal, human
resource, and financial issues relative to the operation and administration of
the Plan.
	 
	 	(f)	 	A claimant may designate an authorized representative and
Timken shall deal directly with that authorized representative.





          3. Timken may, from time to time, authorize and instruct certain of its employees to perform
any and all acts, deeds and other matters required to be performed by Timken under the Plan and the
Trust Agreement. Timken has so authorized and instructed that its Senior Vice- President – Human
Resources & Organizational Advancement or any other officer or the delegate of an officer (except
the Administrative Delegate), may sign any and all documents on behalf of the Plan.




          4. Timken may, from time to time, retain the services of one or more persons or firms
designated as an Investment Manager for the management of (including the power to acquire and
dispose of) all or any part of the Trust, provided that each of such persons or firms is registered
as an investment advisor under the Investment Advisors Act of 1940, is a bank (as defined in that
Act), or an insurance company qualified to perform, manage, acquire or dispose of trust assets
under the laws of more than one State of the United States. Each such Investment Manager shall
acknowledge in writing that it is a fiduciary with respect to the assets of the Trust




99









 







under its authority and management. Timken may by similar notice modify or terminate such
designation and authority from time to time. So long as and to the extent that any designation is
in effect, the Trustee shall invest and reinvest that portion of the Trust assigned to an
Investment Manager in accordance with the instructions received from such Investment Manager, and,
with respect to such portion of the Trust managed by such Investment Manager, shall follow any
instructions received by it from such Investment Manager. The Trustee shall be under no duty to
review the investments made or held in any portion of the Trust over which an Investment Manager
has been given investment authority nor shall it be under any obligation to invest or otherwise
manage any assets of the Trust which are subject to the management of such Investment Manager or
Managers. Such assets shall expressly be held by such Investment Manager as custodian of such
assets.




          5. Timken shall also have the authority and discretion to engage an Administrative Delegate
who shall perform, without discretionary authority or control, administrative functions within the
framework of policies, interpretations, rules, practices, and procedures developed by Timken. Any
action made or taken by the Administrative Delegate may be appealed by an affected Participant or
Beneficiary to Timken in accordance with the claims review procedures provided in Section 2 of this
Article XVII. Any decisions which call for interpretations of Plan provisions not previously made
by Timken shall only be made by Timken. The Administrative Delegate shall not be considered a
fiduciary with respect to the services it provides.




          6. The Plan Administrator shall have the authority to establish rules and procedures governing
investment elections and directions of Participants under the Plan, as specified in Section 1(b) of
Article VI of the Plan.




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ARTICLE XVIII — Veterans’ Rights




     1. A Participant who is reemployed by the Company pursuant to the provisions of the Uniformed
Services Employment and Reemployment Rights Act of 1994 shall be treated as not having incurred a
break in Continuous Service with the Company by reason of such Participant’s period or periods of
service in the armed forces of the United States. Each period served by a Participant in the armed
forces shall, upon reemployment, be deemed to constitute service with the Company for purposes of
determining the nonforfeitability of benefits and the accrual of benefits under the Plan.



     2. The Company, upon reemploying a Participant with respect to a period of service with the
armed forces, shall allocate the amount of any Company Matching Contribution, Stock Matching
Contribution, Profit Sharing Contribution, or 401(k) Plus Contribution for the Participant in the
same manner and to the same extent the allocation occurs for other Participants during the period
of service. For purposes of determining the amount of any such allocation, earnings shall not be
included.



     3. A Participant so reemployed shall be entitled to Accrued Benefits that are contingent on
the making of, or derived from, Salary Reduction Contributions only to the extent such Participant
makes payment to the Plan with respect to such Salary Reduction Contributions. No such payment may
exceed the amount the Participant would have been permitted to contribute had the Participant
remained continuously employed by the Company through the period of service in the armed forces.
Any payment of Salary Reduction Contributions to the Plan shall be made during the period beginning
with the date of reemployment and whose duration is three times the period of the Participant’s
service in the armed forces, not to exceed a maximum duration of five years.



101









 





     4. For purposes of computing Company Matching Contributions, Stock Matching Contributions,
Salary Reduction Contributions, Profit Sharing Contributions, and 401(k) Plus Contributions under
Sections 2 and 3 of this Article XVIII, the Participant’s Gross Earnings during the period of
service in the armed forces shall be computed at the rate the Participant would have received, but
for the period of service in the armed forces, or, in the case that the determination of such rate
is not reasonably certain, on the basis of the Participant’s average Gross Earnings from the
Company during the twelve month period immediately preceding such period of service in the armed
forces, or if shorter, the period of employment immediately preceding such period of service in the
armed services.



     5. Notwithstanding any provision of this Plan to the contrary, contributions, benefits, loans,
and service credit with respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.



102









 





ARTICLE XIX — ESOP Provisions 




   1. Establishment of ESOP. An employee stock ownership plan (“ESOP”) that is intended
to meet the requirements of Section 4975(e)(7) of the Code has been established as a component of
the Plan. Such component of the Plan is designed to invest primarily in Timken Stock and consists
of the ESOP Accounts of all Participants. This component of the Plan is segregated as a stock
bonus plan as defined in Treasury Regulation Section 1.401-1(b)(1)(iii). This Article XIX is
effective notwithstanding any other provision of the Plan to the contrary or to the extent that the
implementation of any such other provision of the Plan would violate or otherwise limit the effect
of this Article XIX.



   2. ESOP Account. The ESOP Account of each Participant shall be credited and debited
periodically during each Plan Year in which the ESOP is maintained with any additions or reductions
in the number of shares of Timken Stock held for such Participant in the Plan due to the
reallocation of the investment of the Participant’s Account, and with any stock and cash dividends
paid on Timken Stock held in the Participant’s ESOP Account. The Company shall establish an ESOP
Account in the name of each Participant and shall thereafter maintain a record thereof. It shall
be credited with all Stock Matching Contributions made on behalf of the Participants and all Salary
Reduction Contributions, Company Matching Contributions, 401(k) Plus Contributions, Profit Sharing
Contributions and Rollover Contributions that the Participant has elected to invest in Timken
Stock.



   3. Nondiscrimination Test. For purposes of applying the tests under Article VIII for
any Plan Year in which (a) the ESOP is maintained and (b) the requirements of Sections 401(k)(12)
and 401(m)(11) of the Code are not satisfied, a single actual deferral percentage and actual
contribution percentage under the provisions of Article VIII hereof will be calculated for the
group of Participants who are Highly Compensated Employees and a single



103









 







actual deferral percentage
and actual contribution percentage will be calculated for the group of all non-Highly Compensated
Employees for a Plan Year (notwithstanding the ESOP and disaggregation rules of Treasury Regulation
Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2)), by reason of the fact that, notwithstanding the
ESOP, all Salary Reduction Contributions made in such Plan Year are allocated to the Participant’s
Salary Reduction Contribution Account in such Plan Year (including any Salary Reduction
Contributions that are invested in Timken Stock) and such account is not part of the ESOP, and all
Company Matching Contributions, 401(k) Plus Contributions, Profit Sharing Contributions and Stock
Matching Contributions made in or for such Plan Year are allocated to the Company Matching
Contribution Account, the 401(k) Plus Contribution Account, the Profit Sharing Contribution
Account, and the Stock Matching Contribution Account, respectively, in or for such Plan Year
(including any Company Matching Contributions, 401(k) Plus Contributions, Profit Sharing
Contributions and Stock Matching Contributions that are invested in Timken Stock) and such accounts
are not part of the ESOP.



   4. Investment Direction. To the extent a Participant’s Account includes amounts
originally allocated to an account subject to the Participant’s investment direction under Sections
2 and 3 of Article VI of the Plan, the Participant shall retain the right to direct investments
subject to the provisions of Sections 2 and 3 of Article VI of the Plan.



   5. Payment of Dividends.




	 	(a)	 	If administratively feasible and approved by Timken, any cash
dividends paid with respect to Vested shares of Timken Stock in the ESOP as of
the record date shall be paid, at the election of the Participant (or his
Beneficiary), to the Participant (or his Beneficiary), or to the Plan and
reinvested in Timken Stock. Dividends paid to a Participant (or his




104









 






	 	 	 	Beneficiary) in accordance with this election shall be paid in a manner and
in accordance with procedures established by Timken (i) in cash directly to
the Participant (or his Beneficiary), or (ii) to the Plan and subsequently
distributed to the Participant (or his Beneficiary) in cash no later than 90
days after the close of the Plan Year in which the dividends are paid to the
Plan. Dividends described in this Section 5 will be paid to the Plan and
reinvested in Timken Stock with respect to any Participant (or Beneficiary)
who does not affirmatively elect to have such dividends paid to him.
	 
	 	(b)	 	This Section 5 is intended to comply with Section 404(k) of the
Code and shall be interpreted and construed accordingly.
	 
	 	(c)	 	Dividends paid with respect to Timken Stock in the ESOP that is
not Vested in accordance with Article V shall be paid to the Plan and
reinvested in Timken Stock.





   6. Voting and Tender of ESOP Timken Stock. Each Participant shall be entitled to
direct the Trustee, in accordance with Articles X and XV of the Plan, as to the exercise of any and
all voting and tender rights attributable to shares of Timken Stock then allocated to the
Participant’s ESOP Account.



   7. Right to Receive a Distribution of Timken Stock. In accordance with Article VII,
Section 3, distribution of a Participant’s ESOP Account when permitted or required under Article
VII, may, at the option of the Participant, be made in full shares of Timken Stock and cash for any
fractional interests in shares of Timken Stock.



105









 





   8. Commencement of Distributions. If a Participant or Beneficiary elects,
distribution of the balance of a Participant’s ESOP Account will be made or will commence not later
than one year after the close of the Plan Year:




	 	(a)	 	in which the Participant separates from service by reason of
Retirement, age 70 1/2, Disability, or death, or
	 
	 	(b)	 	which is the fifth Plan Year following the Plan Year in which
the Participant otherwise separates from service, unless the Participant is
reemployed by the Company before distribution is required to begin under this
clause.





   9. Put Option.




	 	(a)	 	At such times as Timken Stock is not readily tradable on an
established market at the time of distribution of a Participant’s ESOP Account,
Timken shall issue a put option to each Participant, alternate payee or
Beneficiary receiving a distribution of Timken Stock from the Plan. The put
option shall permit the Participant or Beneficiary to sell such Timken Stock
under a fair valuation formula during the sixty consecutive day period
following the date the Timken Stock was distributed to the Participant or
Beneficiary, at which time the put option will temporarily lapse. Upon the
close of the Plan Year in which such temporary lapse occurs, an independent
appraiser (meeting requirements similar to the requirements of the Treasury
Regulations prescribed under Section 170(a)(1) of the Code) shall determine the
value of the Timken Stock, and the Trustee shall notify each Participant or
Beneficiary who




106









 






	 	 	 	received a distribution who did not exercise the initial put option prior to
its temporary lapse in the preceding Plan Year of the revised value of the
Timken Stock. The time during which the put option may be exercised shall
recommence on the date such notice of revaluation is given and shall
permanently terminate sixty days thereafter.
	 
	 	(b)	 	The Trustee may, in its discretion and with the consent of
Timken, cause the Trust to assume the rights and obligations of Timken at the
time the put option is exercised, insofar as the repurchase of Timken Stock is
concerned. The period during which the put option is exercisable shall not
include any period during which the holder is unable to exercise such put
option because Timken is prohibited from honoring it by Federal and State law.
Timken or the Trustee, as the case may be, must pay for Timken Stock sold
pursuant to a put option no less rapidly than under one of the following two
methods, as applicable:






	 	(i)	 	If a put option is exercised with respect to
Timken Stock distributed as part of a total distribution (that is, a
distribution of a Participant’s or Beneficiary’s Account balance within
one taxable year), then payment shall be made in substantially equal
periodic payments (not less frequently than annually) commencing within
thirty days of the date of the exercise of the put option and over a
period not exceeding five years, with interest payable at a reasonable
rate (as determined by Timken) on any unpaid




107









 






	 	 	 	installment balance, with
adequate security provided, and without penalty for any prepayment of
such installments.
	 
	 	(ii)	 	If a put option is exercised with respect to
Timken Stock distributed as part of an installment distribution, then
the payment for such Timken Stock shall be made in a lump sum no later
than thirty days after such Participant or Beneficiary exercises the
put option.





     10. Share Legend. Shares of Timken Stock held in ESOP Accounts or distributed by the
Trustee from ESOP Accounts may include such legend restrictions on transferability as Timken may
reasonably require in order to assure compliance with applicable Federal and State securities laws.



     11. Diversification. Article VI, Sections 3 and 4 provide that Participants who have
(i) attained age 55, (ii) reached the third anniversary of the date on which they were hired by the
Company, (iii) obtained three years of Continuous Service, or (iv) terminated employment with the
Company on account of Retirement will be able to direct investments of their entire Account. These
Participants will be able to direct their Account, from Timken Stock, into other investment options
available under the Plan. This provision satisfies Section 401(a)(28) of the Code.



     12. Limitation on Period of Distribution. Unless otherwise elected, the distribution
of a Participant’s ESOP Account will be in substantially equal periodic payments (not less
frequently than annually) over a period not longer than the greater of (i) five years, or (ii) if
the balance of the Participant’s ESOP Account is in excess of $500,000 (which amount may be
adjusted periodically by the Internal Revenue Service to reflect cost-of-living increases), five
years plus one additional year (but not more than five additional years) for each $100,000 (which



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amount may be adjusted periodically by the Secretary of the Treasury to reflect cost-of-living
increases) or fraction thereof by which such balance exceeds $500,000 (as adjusted).



     13. Other Sections Superseded. This Article XIX supersedes any other provision of the
Plan solely to the extent that such other provision conflicts with the terms of this Article XIX or
is inconsistent with the treatment of the portion of the Plan so designated as an ESOP.



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ARTICLE XX — General Provisions




	 	 	 	 	 
	     1.

	 	(a)
	 	The Plan is established under, and its validity, construction and effect
shall be governed by, the laws of the State of Ohio, except to the extent governed by
ERISA.
	 
	 	 	 	 
	 

	 	(b)
	 	The parties to the Trust intend that the Trust be exempt from
taxation under Section 501(a) of the Code, and any ambiguities in its
construction shall be resolved in favor of an interpretation which will effect
such intention.






     2. The Plan Administrator and/or Company shall have authority to enforce the Plan on behalf of
any and all persons having or claiming any interest in the Trust or Plan.



     3. The Plan is not and shall not be deemed to constitute a contract between the Company and
any Employee, or to be a consideration for, or an inducement to, or a condition of, the employment
of any Employee. Nothing contained in the Plan shall give or be deemed to give an Employee the
right to remain in the employment of the Company or to interfere with the right to be retained in
the employ of the Company, any legal or equitable right against the Company, or to interfere with
the right of the Company to discharge or retire any Employee at any time.



     4. Any discretionary acts to be undertaken under the Plan with respect to the classification
of Employees, contributions, or benefits shall be nondiscriminatory and uniform in nature and
applicable to all persons similarly situated.



	 	 	 	 	 
	     5.

	 	(a)
	 	Savings Clause. If any provision or provisions of the Plan shall
for any reason be invalid or unenforceable, the remaining provisions of the Plan shall
be carried into effect, unless the effect thereof would be to materially alter or
defeat the purposes of the Plan.






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	 	(b)
	 	Headings. Headings and titles of sections and
subsections within the Plan document are inserted solely for convenience of
reference. They constitute no part of the Plan itself and shall not be
considered in the construction of the Plan.






     6. Except as provided in this Section, Plan assets shall not revert to the Company nor be
diverted for any purposes other than the exclusive benefit of Participants or their Beneficiaries;
and a Participant’s Vested interest shall not be subject to divestment. As provided in ERISA
Section 403(c)(2), the actual amount of a contribution made by an Employer (or the current value of
the contribution if a net loss has occurred) may revert to the Employer if:




	 	(a)	 	such contribution is made by reason of a mistake of fact;
	 
	 	(b)	 	initial qualification of the Plan under Section 401(a) of the
Code is not received and a request for such qualification is made within the
time prescribed under Section 401(b) of the Code (the existence of and
contributions under the Plan are hereby conditioned upon such qualification);
or
	 
	 	(c)	 	such contribution is not deductible under Section 404 of the
Code (such contributions are hereby conditioned upon such deductibility) in the
taxable year of the Employer for which the contribution is made.





     The reversion to the Employer must be made (if at all) within one year of the mistaken payment
of the contribution, the date of denial of qualification, or the date of disallowance of deduction,
as the case may be. A Participant shall have no rights under the Plan with respect to such
reversion.



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     7. Commencing with transactions with an effective date of October 1, 2006, Participants who
exchange any amount out of a mutual fund or a similar type of product or fund under the Plan will
be prohibited from purchasing shares of the same mutual fund through an exchanges transaction for
30 calendar days (the “Trade Control Policy”).



          The Trade Control Policy will not apply to the following:





	 	(a)	 	money-market mutual funds.
	 
	 	(b)	 	actively managed separate accounts or lifestyle portfolios –
mutual fund companies and other investment managers may impose additional trade
control policies as a requirement for the Plan to include their products in the
Plan lineup, or as an underlying security in an actively managed separate
account or lifestyle type of portfolio.
	 
	 	(c)	 	purchase transactions:






	 	(i)	 	contribution processing, including Participant
payroll, Employer contributions, loan repayments, and rollovers.
	 
	 	(ii)	 	fund dividends or capital gain distributions.






	 	(d)	 	redemption transactions:






	 	(i)	 	distributions, loans, and in-service
withdrawals from the Plan.
	 
	 	(ii)	 	Plan termination or at the discretion and
direction of the Plan sponsor or other fiduciary.
	 
	 	(iii)	 	payment of fund or Account fees.






	 	(e)	 	conversions of shares from one class to another in the same
fund.
	 
	 	(f)	 	re-registration of shares.





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     The Trade Control Policy will also not apply to Timken Company Stock because it is not a
mutual fund or similar type of product or fund to which this policy applies.



     Transactions initiated by a retirement plan’s service provider or a similar program will be
exempt from the Trade Control Policy. Reallocation and rebalancing transactions initiated by
Participants (whether the Participant is acting alone or utilizing an investment advisor,
investment advisory service or other Plan feature) will not be exempt from the Trade Control
Policy.



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     EXECUTED by The Timken Company at Canton, Ohio on December ___, 2006, effective January 1,
2007, except as otherwise specifically provided.



	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By 	/s/ Donald Walker
 	 
	 	 	Donald Walker 	 
	 	 	Sr. Vice President - Human Resources and
Organizational Advancement 	 
	 




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