EX-4(D)



 





Exhibit 4(d)




AMENDMENT NO. 1

TO

THE TIMKEN COMPANY EMPLOYEE SAVINGS PLAN




(As Amended and Restated Effective January 1, 2007)




Preamble




     The Timken Company (the “Company”) hereby adopts this Amendment No. 1 to The Timken Company
Employee Savings Plan (As Amended and Restated Effective January 1, 2007) (the “Plan”), effective
as of January 1, 2007. Words and phrases used herein with initial capital letters that are defined
in the Plan are used herein as so defined.



I.




     Section 56 of Article I of the Plan is hereby amended by adding the terms “Post-2006 Eligible
Employee” and “Pre-2007 Eligible Employee” immediately following the term “Period of Severance”
under the heading “Term:” and by adding “II, 2(a)” directly opposite “Post-2006 Eligible Employee”
under the heading “Article & Section No.” and “II, 2(b)” directly opposite “Pre-2007 Eligible
Employee” under the heading “Article & Section No.”



II.




     Article II of the Plan is hereby amended in its entirety to read as follows




	 	 	 	 	 
	“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 and shall become a Participant in the Plan with respect to Salary
Reduction Contributions on the effective date of his enrollment pursuant to
Section 2 of this Article II. 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 and shall become a Participant in the Plan with respect to
Salary Reduction Contributions on the effective date of his enrollment pursuant
to Section 2 of this Article II. 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 becomes a
Participant in the Plan with respect to Salary Reduction Contributions
pursuant to Section 2 of this Article II, the Employee will continue to
be eligible 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.

	 	(a)
	 	(i)
	 	Except as provided in Article II, Section
4, an Employee who is hired by an Employer for the first time or is rehired to
active employment with an Employer on or after January 1, 2007 and who meets
the eligibility requirements set forth in Article II, Section 1 (a “Post-2006
Eligible Employee”) shall be deemed to have elected to participate in the Plan
with respect to Salary Reduction Contributions in accordance with the
provisions of this Section 2(a). Any Post-2006 Eligible Employee shall be
deemed to have authorized deductions from such Post-2006 Eligible Employee’s
Gross Earnings for the purpose of making Salary Reduction Contributions to the
Plan, commencing on the first pay date that occurs after the date on which he
is initially eligible (or the date on which the 30-day notice period described
below is satisfied, if later) in the amount of three percent of his Gross
Earnings. Such Salary Reduction Contributions thereon shall be deposited in
the Participant’s Salary Contribution Account and shall be






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	invested in
accordance with the Post-2006 Eligible Employee’s current investment election
or, if none, in a fund determined by the Plan Administrator.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	Notwithstanding the foregoing, a
Post-2006 Eligible Employee who would otherwise become subject
to this deemed election may affirmatively elect, in accordance
with rules prescribed by Timken, (A) not to have Salary
Reduction Contributions made on his behalf or (B) to have
Salary Reduction Contributions made on his behalf in an
amount greater than or less than three percent of his Gross
Earnings (within the limits set forth in Article III, Section
1), in accordance with the provision of this Subsection. The
Plan Administrator shall provide all Post-2006 Eligible
Employees with written notice of their rights under this
Subsection, and Post-2006 Eligible Employees shall have at
least 30 days prior to the date this deemed enrollment
feature becomes effective before it is applied to them. If a
Post-2006 Eligible Employee does not file such an affirmative
election within the prescribed time period, Salary Reduction
Contributions shall be made on his behalf in accordance with
the provisions of this Subsection until the Post-2006
Eligible Employee elects to change the amount of, or suspend,
his Salary Reduction Contributions, as permitted under
Article III hereof.






	 	 	 	 	 
	 

	 	(b)
	 	Any Employee who was hired by an Employer prior
to January 1, 2007 and who has satisfied the requirements to
participate in the Plan (a “Pre-2007 Eligible Employee”) and any
Post-2006 Eligible Employee who affirmatively elects to waive the
automatic enrollment procedures, as described in Subsection (a)(ii)
above, may enroll as a Participant in the Plan with respect to Salary
Reduction Contributions as of the next available payroll period by
electing to have his earnings reduced, as provided in Article III,
Section 1.
	 
	 	 	 	 
	 

	 	(c)
	 	The provisions of this Subsection (c) shall
apply notwithstanding any other provision of the Plan to the contrary.






	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	Any Post-2006 Eligible Employee
who has not affirmatively elected to waive the automatic
enrollment procedures described in Subsection (a)(i) above,
shall be deemed to have elected to increase the percentage of
his Salary Reduction Contributions by one percent of Gross
Earnings (up to a maximum of six percent of Gross Earnings)
effective as of each March 1st unless such Post-






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	2006 Eligible Employee affirmatively elects, in accordance with rules
prescribed by Timken, not to have his Salary Reduction
Contributions increased in this manner.
	 
	 

	 	 	 	(ii)
	 	Timken shall develop rules and
procedures for the administration of the subsequent automatic
enrollment procedures. Timken shall provide all affected
Post-2006 Eligible Employees with annual written notice of their
waiver rights under this Subsection (c) at least 30 days
prior to each time this deemed enrollment/increase feature is
applied to them.






	 	 	 	 	 
	3.	 	An Employee’s election or deemed election to participate in
this Plan shall continue in effect until the Employee ceases to be eligible to
participate in this Plan.
	 
	 	 	 	 
	4.

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

	 	(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.”






III.



Section 1 of Article III of the Plan is hereby amended in its entirety to read as follows:




	 	 	 	 	 
	“1.

	 	(a)
	 	At any time in accordance with Article II above, a
Pre-2007 Eligible Employee 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.
	 
	 

	 	(b)
	 	A Post-2006 Eligible Employee who affirmatively
elects to have Salary Reduction Contributions made on his behalf in an
amount greater than or less than three percent of his Gross Earnings
pursuant to Article II, Section 2(a)(ii)(B) may change his Salary
Reduction Contributions to 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.
	 
	 

	 	(c)
	 	 The percent reduction selected pursuant to
Subsections (a) or (b) above 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.”






IV.




     Section 2 of Article III of the Plan is hereby amended in its entirety to read as follows:




“2. A Participant’s election or deemed 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.”



V.




     The first sentence of Section 3 of Article III of the Plan is hereby amended in its entirety
to read as follows:




“A Participant may change his election or deemed election as to the rate of Salary
Reduction Contributions to this Plan on any day.”



VI.




     The first sentence of Section 4 of Article III of the Plan is hereby amended by deleting the
phrase “pursuant to the first sentence of Article II, Section 1(a)” where it appears therein.



VII.




     The first sentence of Section 5 of Article III of the Plan is hereby amended by adding the
phrase “or have been deemed to have elected” immediately following the word “elected” where in
appears therein.



 









 





     EXECUTED by The Timken Company at Canton, Ohio, on January ___, 2007, 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