EX-4(C)



 





Exhibit 4(c)




MPB EMPLOYEES’ SAVINGS PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I - Definitions
	 	 	3	 
	 
	ARTICLE II - Eligibility and Participation
	 	 	27	 
	 
	ARTICLE III - Employee Deferral Contributions, Rollover Contributions, and After-Tax Employee
Contributions
	 	 	32	 
	 
	ARTICLE IV - Company Contributions
	 	 	36	 
	 
	ARTICLE V - Interests Vested
	 	 	43	 
	 
	ARTICLE VI - Establishment and Operation of the Trust
	 	 	46	 
	 
	ARTICLE VII - Distributions from the Trust
	 	 	55	 
	 
	ARTICLE VIII - Loans from the Trust
	 	 	78	 
	 
	ARTICLE IX - Voting of Shares Held by the Trustee
	 	 	82	 
	 
	ARTICLE X - Merger, Consolidation or Transfer
	 	 	83	 
	 
	ARTICLE XI - Conditions to the Effectiveness and Continuance of this Plan
	 	 	84	 
	 
	ARTICLE XII - Amendment or Termination of Plan
	 	 	86	 
	 
	ARTICLE XIII - Nonalienation of Participants’ Interests
	 	 	89	 
	 
	ARTICLE XIV - Tender Offers
	 	 	92	 
	 
	ARTICLE XV - Top-Heavy Provisions
	 	 	94	 
	 
	ARTICLE XVI - Plan Administration
	 	 	100	 
	 
	ARTICLE XVII - Veterans’ Rights
	 	 	111	 
	 
	ARTICLE XVIII - ESOP Provisions
	 	 	113	 
	 
	ARTICLE XIX - General Provisions
	 	 	119	 






- i -




 









 





MPB EMPLOYEES’ SAVINGS PLAN




     The MPB Employees’ Savings Plan was originally effective October 1, 1978. On September 1,
1998, it was amended and restated, generally effective January 1, 1998, and thereafter was further
amended effective December 18, 1998, December 31, 1998, and December 31, 1999.



     The provisions of the prior amendment and restatement dated September 1, 1998, relating to the
qualification of the Plan were generally effective January 1, 1998, except as otherwise specified
herein, or to the extent earlier or later effective dates were provided by the Tax Reform Act of
1986, the Omnibus Budget Reconciliation Act of 1986, the Omnibus Budget Reconciliation Act of 1987,
the Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation Act of 1989,
the Unemployment Compensation Amendments of 1992, and the Omnibus Budget Reconciliation Act of
1993. Further, to the extent the Plan was operated in accordance with the provisions of the
September 1, 1998 amendment and restatement as of an effective date earlier than that required by
law, such date was the Effective Date. All other provisions of the prior amendment and restatement
dated September 1, 1998, solely relating to the administration and operation of the Plan, excluding
all provisions that relate to and affect the qualification of the Plan in form, were generally
effective January 1, 1998.



     Effective December 31, 2000, the Plan was further amended and restated. Except as otherwise
provided, that Restatement was generally effective as of December 31, 2000. However, the changes
made by that Restatement to Article I, Sections 18 and 56 thereof (other than paragraphs (g) and
(h) of Article I, Section 18) were applied as follows: (i) such changes were not applied to any
current active Participant as of December 31, 2000, so as to alter or terminate the coverage of
such current active Participant on the basis of such current active



 









 







Participant’s employee classification or employment arrangements as of December 31, 2000; and
(ii) such changes applied to all other circumstances, including (a) changes after December 31,
2000, in the employee classification or employment arrangements of any current active Participant
as of December 31, 2000; and (b) all individuals who were not current active Participants as of
December 31, 2000.



     Furthermore, to the extent earlier or later effective dates, other than December 31, 2000,
were provided by the Retirement Protection Act of 1994, the Personal Responsibility and Work
Opportunity Reconciliation Act of 1996, the Small Business Job Protection Act of 1996, the Taxpayer
Relief Act of 1997, the Balanced Budget Act of 1997, the Consolidation Appropriations Act of 2001,
and the Economic Growth and Tax Relief Reconciliation Act of 2001, such effective dates required by
law were the effective date of that Restatement.



     The Plan was amended and restated generally effective December 31, 2002, except as otherwise
specifically stated.



     The Plan was amended and restated twice, generally effective December 31, 2003, except as
otherwise specifically stated.



     The Plan was amended and restated twice, generally effective 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: After-Tax Employee
Contribution Account, Company Matching Contribution Account, Company Supplemental Contribution
Account, Core Contribution Account, Employee Deferral Contribution Account, 401(k) Plus
Contribution Account, Rollover Contribution Account and Stock Matching Contribution 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. After-Tax Employee Contribution Account — The account maintained on behalf of a
Participant that reflects the After-Tax Employee Contributions (and allocated income) attributable
to the Participant. There shall be an ESOP Subaccount and a Non-ESOP Subaccount within the
After-Tax Employee Contribution Account.



     5. After-Tax Employee Contributions — The portion of the Trust attributable to
after-tax contributions made pursuant to the Plan for Plan Years prior to December 31, 2003.



     6. Alternate Payee — A Spouse, former Spouse, child, or other dependent of a
Participant who is entitled to benefits pursuant to a qualified domestic relations order.



     7. Beneficiary — One or more persons, trusts or other entities determined for a
Participant in accordance with Article VII, Section 2. Beneficiaries designated under the Plan
prior to December 31, 2000, will remain as Beneficiaries until changed by Participants.



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



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



     10. Committee — The person or persons appointed by Timken to assist in plan
administration.



     11. Company — MPB Corporation, effective April 1, 2005, its wholly-owned subsidiary
Timken Alcor Aerospace Technologies Inc., and, effective October 6, 2005, its wholly-owned
subsidiary Bearing Inspection, Inc.



     12. Company Contributions — Any Company Matching Contributions, Stock Matching
Contributions, Company Supplemental Contributions, 401(k) Plus Contributions and Core
Contributions.



     13. 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.



     14. Company Matching Contributions — The portion of the Trust attributable to company
matching contributions made pursuant to the Plan for Plan Years prior to December 31, 2003.



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



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     16. Company Supplemental Contributions — The portion of the Trust attributable to
company supplemental contributions made pursuant to the Plan for Plan Years prior to December 31,
2003.



     17. Controlled Group Member(s) — 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 the Company is a part, and any successors thereof, provided that such
successors remain Controlled Group Members.



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



     19. Core Contributions — The portion of the Trust attributable to contributions made
pursuant to Article IV, Section 5 hereof.



     20. 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
following sentence. If a Participant who has a One Year Break in Service is re-employed by a
Controlled Group Member 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.



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



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     22. Eligible Employee — An Employee of the Company, except any Employee:




	 	(a)	 	whose compensation and conditions of employment are covered by
a collective bargaining agreement to which the Company is a party (unless such
agreement provides for coverage hereunder of Employees in such unit);
	 
	 	(b)	 	who is a Leased Employee;
	 
	 	(c)	 	who has signed an individual employment agreement or a personal
services agreement with the Company or a Controlled Group Member (unless such
agreement provides for coverage hereunder of such individual);
	 
	 	(d)	 	who is compensated through a third party and not through the
Company’s or a Controlled Group Member’s payroll;
	 
	 	(e)	 	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 Employee or an
independent contractor;
	 
	 	(f)	 	any nonresident alien who receives no earned income from a
Controlled Group Member which constitutes United States source income;
	 
	 	(g)	 	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;




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	 	(h)	 	any Employee of a Controlled Group Member 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 and may be on the United States payroll, unless such Employee has
been specifically designated as an Internationalist by Timken;
	 
	 	(i)	 	any Employee or other person who has signed a permanent waiver
of participation for initial eligibility in the Plan;
	 
	 	(j)	 	any individual who is classified by a Controlled Group Member
as a “Paid Hourly for Work Performed” employee; or
	 
	 	(k)	 	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.





     23. Employee — Any common-law employee of a Controlled Group Member and any individual
who is a Leased Employee.



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



     25. Employee Deferral Contributions — Pre-tax contributions to the Trust from a
Participant’s salary or wages, which the Participant could have received currently as Gross
Earnings, made pursuant to Article III, Section 1 hereof. Except as specifically provided in the
Plan, the term “Employee Deferral Contributions” shall include Catch-Up Employee Deferral
Contributions, as defined in Article III, Section 7 hereof.



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



     27. ESOP — The portion of the Plan that is described in Article XVIII 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.



     28. 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 XVIII, as adjusted in accordance with the
Plan.



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



     30. Forfeitures — The nonvested 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 100%



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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.



     31. 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.



     32. 401(k) Plus Contributions — The portion of the Trust attributable to 401(k) plus
contributions made pursuant to the Plan for Plan Years prior to December 31, 2003.



     33. Gross Earnings — An Employee’s regular salary or wages paid (including any
overtime, shift differential or premium payments) while he is eligible for the Plan, and including
the salary or wage reduction contributions to the Company’s Premium Payment Plan, the Company’s
Health Care Reimbursement Plan and the Company’s Dependent Care Reimbursement Plan, but excluding
any other special types of payments, such as, but not limited to, finder’s fees, bonuses,
suggestion awards, moving allowance, retirement or severance pay, or amounts paid by the state of
California short-term disability program. Effective for Core Contributions and Employee Deferral
Contributions made to the Plan on and after April 1, 2004, Gross Earnings include payments under
the Annual Performance Award Plan and local hourly bonus plans. Effective for Employee Deferral
Contributions made to the Plan on and after October 6, 2005, Gross Earnings include payments under
the exempt bonus plan, the sales bonus plan and the executive bonus plan of Bearing Inspection,
Inc. 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)).



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     34. 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 Timken’s outstanding
common stock, or
	 
	 	(b)	 	for the preceding year received compensation from any
Controlled Group Member 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 or a Controlled Group Member
to the extent that the amounts are 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;




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	 	(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 or a
Controlled Group Member 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 or a Controlled Group Member, 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 or wage reduction
contributions to a cafeteria plan, cash or deferred arrangement or tax
sheltered annuity, and non-taxable salary or wage 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



11









 







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:




	 	(1)	 	contributions made by the Company or a
Controlled Group Member 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;
	 
	 	(2)	 	amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held
by an Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
	 
	 	(3)	 	amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option;
	 
	 	(4)	 	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 or a Controlled




12









 












Group Member (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.



     35. 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.



     36. Ineligible — The Plan status of an individual during the period in which he is (a)
an Employee of a Controlled Group Member which is not the Company, (b) an Employee, but not an
Eligible Employee, or (c) not an Employee.



     37. Internationalist — Any Employee who meets the requirements of Article II, who is
not described in clauses (a) through (k) of Section 22 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



13









 







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.



     38. Investment Fund — Each investment fund designated by the Plan Administrator and/or
the Committee pursuant to the Plan and/or Trust.



     39. Late Retirement Date — The date, occurring after Normal Retirement Age, on which
an Employee actually terminates employment with the Company on account of Retirement.



     40. Leased Employee — Any person who is not an employee of the Company or a Controlled
Group Member and who provides services to the Company or 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 the Company or 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 the Company or a Controlled Group Member.



     41. Leave of Absence — A period during which an individual is deemed to be an
Employee, but is absent from active employment, provided that the absence (i) was authorized by the
Company or a Controlled Group Member or (ii) was due to military service in the United States Armed
Forces and the individual returns to active employment within the period during which he retains
employment rights under federal law.



     42. 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



14









 







Participant represents the portion of the Participant’s Account invested in investment options
other than Timken Stock, as adjusted in accordance with the Plan.



     43. Non-ESOP Subaccount — The portion of one of the following subaccounts that is not
included in the ESOP: After-Tax Employee Contribution Account, Company Matching Contribution
Account, Company Supplemental Contribution Account, Core Contribution Account, Employee Deferral
Contribution Account, 401(k) Plus Contribution Account, Rollover Contribution Account and Stock
Matching Contribution Account.



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



     45. Participant — Any Eligible Employee who participates in the Plan pursuant to
Article II hereof and a former Eligible Employee who participated in the Plan under Article II and
for whom an Account continues to be maintained.



     46. Plan — The MPB Employees’ Savings Plan as herein set forth and as it may be
amended and restated from time to time.



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



     48. 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.



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



     50. Pretax Contributions — The portion of the Trust attributable to (a) Employee
Deferral Contributions, (b) Company Matching Contributions, (c) Company Supplemental



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Contributions, (d) Rollover Contributions, (e) Stock Matching Contributions, (f) 401(k) Plus
Contributions, and (g) Core Contributions.



     51. 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.



     52. Rollover Contribution Account — The account maintained on behalf of a 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.



     53. 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, including any Income 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).



     54. Service -




	 	(a)	 	“Continuous Service” shall be determined under paragraph (i)
for an Employee classified as full-time and shall be determined under paragraph




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(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 under the Strategic
Industries, LLC Savings and Investment Plan and the Turbo Engines, Inc.
401(k) Plan 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




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	 	 	 	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.
	 
	 	(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 or a Controlled
Group Member, 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
Employees’ Continuous Service prior to the date the Employee broke
service shall be forfeited.




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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 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 a Controlled Group Member or for which he is paid, or entitled to payment,
by the Company or a Controlled Group Member 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 or a Controlled Group Member. 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,





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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.
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



20









 







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.



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 paragraph (iii) and the
preceding paragraph (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




21









 






	 	 	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 or a Controlled
Group Member.
	 
	(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




22









 












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.






	(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 or a Controlled Group Member. 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 or a Controlled Group Member.






	(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 or a Controlled Group Member, 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 or a Controlled Group Member on account of layoff or leave of
absence




23









 












	 	 	 	(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 or a
Controlled Group Member not described in paragraph (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 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.





     55. 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.



     56. Stock Matching Contributions — Contributions made by Timken to the Trust pursuant
to Article IV, Section 2 hereof.



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



24









 





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



     59. 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.



     60. Trust — The MPB Employees’ Savings Plan Trust as established under Article VI and
maintained for purposes of the Plan which is administered by the Trustee in accordance with the
provisions of the agreement of Trust between Timken and the Trustee. The Trust is governed by a
separate agreement entered into between Timken and the Trustee (which shall be incorporated by
reference herein and become part of the Plan). To the extent the terms of such Trust agreement
conflict with the Plan, the terms of such Trust agreement will control except to the extent that it
is necessary to follow the terms of the Plan in order to maintain the qualified status of the Plan
under Section 401(a) of the Code.



     61. Trustee — That individual or institution appointed by Timken to be the Trustee of
the contributions to the Trust as provided herein, or their successors, who shall have exclusive
authority and discretion to manage and control the assets of the Plan. Notwithstanding the above
to the extent the Plan and/or Trust expressly provides, the Trustee shall be subject to the
discretion of the Plan Administrator and/or the Committee and/or Investment Manager.



     62. 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.



     63. Vested — Nonforfeitable.



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



25









 





	 	 	 
	Term:	 	Article & Section No.
	 
	 	 
	Blackout Period

	 	VI, 11
	Catch-Up Employee Deferral Contributions

	 	III, 6
	Continuous Service

	 	I, 54(a)
	Determination Date

	 	XV, 1(b)
	ESOP

	 	XVIII, 1
	Employment Commencement Date

	 	I, 54(e)
	Employment Year

	 	I, 54(b)
	Hour of Service

	 	I, 54(c)(i)
	Key Employee

	 	XV, 1(a)
	One Year Break in Service

	 	I, 54(d)
	Period of Service

	 	I, 54(f)
	Period of Severance

	 	I, 54(g)
	Post-2006 Eligible Employee

	 	II, 2(a)
	Pre-2007 Eligible Employee

	 	II,2(b)
	Reemployment Commencement Date

	 	I, 54(h)
	Relevant Time

	 	V, 6
	Required Beginning Date

	 	VII, 6(b)
	Severance from Service Date

	 	I, 54(i)
	Spouse

	 	VII, 2(a)
	Tender Offer

	 	XIV, 1






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



26









 





     ARTICLE II — Eligibility and Participation



     1. An Eligible Employee who is classified as a full-time Employee shall become eligible to be
a Participant in the Plan on the first day of the month after being employed full-time for at least
one full calendar month and shall become a Participant in the Plan on the effective date of his
enrollment pursuant to Section 2 of this Article II.



     If an employee completes the above eligibility requirements, but is Ineligible at the time
participation would otherwise begin (if he were not Ineligible), he shall become eligible to be a
Participant in the Plan on the first subsequent date on which he is an Eligible Employee.



     A Participant may not make or share in Plan contributions during the period he is Ineligible,
but he shall continue to participate for all other purposes. An Ineligible Participant or former
Participant shall automatically become an active Participant on the date he again becomes an
Eligible Employee.



     An Eligible Employee who is not classified as full-time, as defined in Article I, Section
54(a), shall become eligible to be a Participant 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 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 Employee Deferral 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. Notwithstanding the foregoing,
an Eligible Employee of Bearing Inspection,



27









 







Inc. who is employed by Bearing Inspection, Inc. as of October 6, 2005 shall become eligible
to be a Participant in the Plan as of October 6, 2005 and an Eligible Employee of Turbo Engines,
Inc. who is employed by Turbo Engines, Inc. as of December 1, 2006 shall become eligible to be a
Participant in the Plan as of December 1, 2006.




	2.	 	(a)(i) Except as provided in Article II, Section 4, an Eligible Employee who is
hired by the Company for the first time or is rehired to active employment with the
Company 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 Employee Deferral 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 Employee Deferral 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
Employee Deferral Contributions thereon shall be deposited in the Participant’s
Employee Deferral 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,




28









 












(A) not to have Employee Deferral Contributions made on his behalf or
(B) to have Employee Deferral 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, Employee
Deferral 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 Employee
Deferral Contributions, as permitted under Article III hereof.




	 	(b)	 	Any Eligible Employee who was hired by the Company 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 Employee Deferral Contributions as of the next




29









 






	 	 	 	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 Employee Deferral 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 Employee Deferral
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 Eligible Employee is automatically eligible to participate in the Company’s Core
Contribution if he meets the eligibility requirements set forth in Article IV, Section 5. An
Eligible Employee will participate in the Plan not later than the earlier of the first day of the
first



30









 







Plan Year after the Eligible Employee has met the service requirements, or six months after
the day such requirements are met.



31









 





     ARTICLE III — Employee Deferral Contributions, Rollover Contributions, and After-Tax
Employee Contributions




			
	    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 twenty 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 twenty percent.






	 	(b)	 	A Post-2006 Eligible Employee who affirmatively elects to have
Employee Deferral 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 Employee Deferral Contributions to an amount equal
to any whole percent between one percent and twenty 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 twenty percent.
	 
	 	(c)	 	The percent reduction selected pursuant to Subsections (a) or
(b) above cannot result in more than $15,500 in Employee Deferral 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 7 hereof and Section 414(v) of




32









 






	 	 	 	the Code). Employee Deferral Contributions shall be deposited in a
Participant’s Employee Deferral Contribution Account.





     2. A Participant’s election or deemed election as to the rate of his Employee Deferral
Contributions to this Plan will remain in effect until the Participant changes or suspends his
election, or ceases to be an Eligible Employee.



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




			
	    4.    (a)  	 	An Eligible Employee, regardless of whether or not he has become a
Participant, after filing with Timken 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
Eligible Employee shall furnish satisfactory evidence to the Plan Administrator that
the proposed Rollover Contribution satisfies the requirements of Section 408(d)(3) of
the Code.






	 	(b)	 	In the event of a Rollover Contribution on behalf of an
Eligible Employee who has not yet otherwise become a Participant in the Plan,
such Employee’s Account attributable to his Rollover Contribution shall
represent his sole interest in the Plan until he becomes a Participant and said
Eligible Employee shall only be allowed to transfer the Rollover Contribution
between the Plan’s investments and may not request any






33










 






	 	 	 	other type of transactions except for distribution on account of
termination of employment.






	 	(c)	 	Rollover Contributions shall be deposited in a Participant’s
Rollover Contribution Account.





     5. Effective for Plan Years beginning on and after December 31, 2003, After-Tax Employee
Contributions were no longer made to the Plan.



     6. The Plan Administrator may instruct the Trustee to receive assets in cash or in kind
directly from another qualified plan; provided that a transfer should not be directed if:




	 	(a)	 	any amounts are not exempted by Code Section 401(a)(11)(B)
from the annuity requirements of Code Section 417;
	 
	 	(b)	 	any amounts include benefits protected by Code Section
411(d)(6) which would not be preserved under applicable Plan provisions; or
	 
	 	(c)	 	any amounts include benefits that were made on an after-tax,
nondeductible basis to another qualified plan.





     The Trustee may refuse the receipt of any transfer if the Trustee finds the in-kind assets
unacceptable or instructions for posting amounts to Participants’ Accounts are incomplete.



     Such amounts shall be posted to the appropriate accounts of Participants as of the date
received by the Trustee.



     7. All Participants who have elected or have been deemed to have elected to make Employee
Deferral 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 Employee Deferral Contributions”) in accordance with, and
subject to the limitations of, Section 414(v) of the Code; provided, however, that a Participant
will be



34









 







permitted to make Catch-Up Employee Deferral Contributions for a pay period only to the
extent that the Participant’s Employee Deferral Contributions for such pay period are equal to or
greater than six percent of the Participant’s Gross Earnings. Catch-Up Employee Deferral
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 6, 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 Employee Deferral 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 Employee Deferral Contributions; (b) Employee Deferral Contributions for a
Plan Year which exceed (i) the percentage limit described in Article III, Section 1 or (ii) the
statutory limit described in Article III, Section 1 or Article IV, Section 6 shall be treated as
Catch-Up Employee Deferral Contributions; and (c) Catch-Up Employee Deferral Contributions shall be
permitted to be made on a payroll-by-payroll basis; provided, however, that an Employee Deferral
Contribution may only be characterized as a Catch-Up Employee Deferral Contribution on a Plan Year
basis. Finally, except as specifically provided in the Plan, the term “Employee Deferral
Contributions” when used herein shall include all Catch-Up Employee Deferral Contributions.



35









 





     ARTICLE IV -Company Contributions



     1. Company Matching Contributions. Effective for Plan Years beginning on and after
December 31, 2003, Company Matching Contributions were no longer made to the Plan.



     2. Stock Matching Contributions. The Company will contribute to the Account of each
Participant Stock Matching Contributions in an amount equal to the sum of (a) the Participant’s
Employee Deferral Contributions up to the first three percent of the Participant’s Gross Earnings,
multiplied by one hundred percent, and (b) the Participant’s Employee Deferral Contributions in
excess of the first three percent up to the next three percent of the Participant’s Gross Earnings,
multiplied by fifty percent. Stock Matching Contributions shall be made in Timken Stock. These
percentages may be changed from time to time by Timken. An allocation of Stock Matching
Contributions shall be made only with respect to Participants who have completed at least one Hour
of Service during the Plan Year. Stock Matching Contributions shall be deposited in a
Participant’s Stock Matching Contribution Account. Notwithstanding any other provision of the Plan
to the contrary, Stock Matching Contributions shall be made with respect to any Catch-Up Employee
Deferral Contributions.



     3. Company Supplemental Contributions. Effective for Plan Years beginning on and
after December 31, 2003, Company Supplemental Contributions were no longer made to the Plan.



     4. 401(k) Plus Contributions. Effective for Plan Years beginning on and after
December 31, 2003, 401(k) Plus Contributions were no longer made to the Plan.



     5. Core Contributions. For each calendar quarter, the Company will contribute to the
Account of each Participant (other than an Employee of Timken Alcor Aerospace Technologies Inc. or
Bearing Inspection, Inc.) who, (i) as of December 31, 2003, did not have



36









 







(A) five years of
Continuous Service, and (B) an age plus years of Continuous Service total of at least 50, (ii) as
of December 31, 2003, did have (A) five years of Continuous Service, and (B) an age plus years of
Continuous Service total of at least 50, but is not accruing benefit service under a defined
benefit pension plan sponsored by a Controlled Group Member, or (iii) is originally hired by a
Controlled Group Member on or after January 1, 2004, a Core Contribution. For a Participant to be
eligible for a Core Contribution he must be actively employed by the Company 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 excess benefits 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 a Controlled Group Member.



     The Core Contribution will be a percentage of the Employee’s Gross Earnings for the calendar
quarter for which the Core Contribution is made. The contribution percentage rate for the Core
Contribution is based on the sum of the Employee’s full years of Credited Service and age as of
December 31 of the previous calendar year, with any fractional portion of a year of Credited
Service or age disregarded, and calculated as follows:



	 	 	 
	Age Plus Years of Credited Service	 	Contribution Percentage Rate
	0-34

	 	1.00%
	35-44

	 	2.00%
	45-54

	 	3.00%
	55-64

	 	3.50%
	65-74

	 	4.00%
	75+

	 	4.50%






     Notwithstanding any other provision of this Section 5 to the contrary, if a Participant
who is eligible for a Core Contribution in a calendar quarter transfers to another position with a



37









 





Controlled Group Member during such calendar quarter that is not eligible to receive a Core
Contribution in such quarter, but would be eligible for another similar profit sharing contribution
under a defined contribution plan of a Controlled Group Member if he had been employed in such
position at the beginning of such calendar quarter, the Participant will only receive a Core
Contribution for the calendar quarter in which the transfer occurs if the Core Contribution is
greater than the other similar profit sharing contribution under a defined contribution plan of a
Controlled Group Member. If a Participant transfers to a position during a calendar quarter in
which he would have been eligible for a Core Contribution if he had been an Eligible Employee on
the first day of such calendar quarter from a position with a Controlled Group Member in which he
was not eligible for a Core Contribution, but was eligible for another similar profit sharing
contribution under a defined contribution plan of a Controlled Group Member, the Participant will
receive a Core Contribution for the calendar quarter in which the transfer occurs, but only if the
Core Contribution is greater than the other similar profit sharing contribution under a defined
contribution plan of a Controlled Group Member. For purposes of this paragraph, the determination
of all Core Contributions or other similar profit sharing contributions under a defined
contribution
plan of a Controlled Group Member shall be made by taking into account all of the
Participant’s Gross Earnings with any Controlled Group Member during the relevant calendar quarter,
regardless of whether such Gross Earnings were earned while he was an Eligible Employee in the
Plan.



     6. 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 or a Controlled Group Member,
except to the extent permitted under Article III, Section 7 hereof and Section 414(v) of the Code,
exceed the lesser of $40,000, or, if greater, the dollar limitation indexed for



38









 







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 and any Controlled Group Members. For purposes
of this Article IV, Section 6 and the subsequent Sections of this Article IV, compensation is all
amounts received by a Participant from the Company and any Controlled Group Members 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 Employee Deferral Contributions to a
Participant’s Account exceed $15,000 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 7 hereof and Section 414(v) of the Code.



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




	 	(a)	 	Core Contributions,
	 
	 	(b)	 	Employee Deferral Contributions,
	 
	 	(c)	 	Stock Matching Contributions, and
	 
	 	(d)	 	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 or a Controlled Group
Member. 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





39









 





	 	 	 	Company or a Controlled Group Member are also treated as annual additions to a
defined contribution plan.





     The limitation year is the calendar year.



     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.



     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 Employee Deferral Contributions
shall be distributed as part of any corrective distribution.



     7. 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 or a
Controlled Group Member, contributions to the Participant’s Account made under this Plan shall be
reduced as necessary, in the following order:




	 	(a)	 	Any portion of the excess directly attributable to and
arising from Employee Deferral Contributions, to the extent its return would
reduce the excess, will be returned to the Participant; however, to the extent
Employee Deferral Contributions were matched, the applicable Stock Matching
Contribution shall be forfeited in proportion to the returned Employee
Deferral Contributions matched;
	 
	 	(b)	 	Core Contributions;
	 
	 	(c)	 	If after the application of Paragraphs (a) and (b) an excess
still exists, and the Participant is covered by the Plan at the end of the
limitation year, the excess in the Participant’s Account together with any
amounts forfeited




40









 






	 	 	 	under (a) and (b) will be used to reduce contributions
beginning with Employee Deferral Contributions, if any, for the next
limitation year, and each succeeding limitation year if necessary;
	 
	 	(d)	 	If after the application of paragraphs (a) and (b) an excess
still exists, and the Participant is not covered by the Plan at the end of a
limitation year, the excess will be held unallocated in a suspense account.
The suspense account together with any amounts forfeited under (a) and (b)
will be applied to reduce future contributions beginning with Employee
Deferral Contributions, if any, for all remaining Participants for the next
limitation year, and each succeeding limitation year if necessary;
	 
	 	(e)	 	If a suspense account is in existence at any time during a
limitation year pursuant to this Section, it will not receive any allocation
of the investment gains and losses of the Trust. If a suspense account is in
existence at any time during a particular limitation year, all amounts in the
suspense account must be allocated and reallocated to Participants’ Accounts
before any contributions may be made to the Plan for that limitation year.
The excess amount may not be distributed to Participants or former
Participants.





     8. If a Participant, whose Account is credited with an excess annual addition also is covered
under another qualified defined contribution plan maintained by a Controlled Group Member, a
welfare benefit fund (as defined in Section 419(e) of the Code) maintained by a Controlled Group
Member, or an individual medical account (as defined in Section 415(1)(2) of the Code) maintained
by a Controlled Group Member, which provides an annual addition as



41









 







defined in Article IV, Section 6
hereof, during any limitation year, the excess shall be corrected by reducing the annual addition
to this Plan only after all possible reductions have been made to the other defined contribution
plans.



42









 





     ARTICLE V -Interests Vested



     1. Participants shall have an immediate fully Vested right to the portion of their Account
attributable to Employee Deferral Contributions, Company Matching Contributions, Stock Matching
Contributions, Company Supplemental Contributions, After-Tax Employee Contributions, and Rollover
Contributions properly credited to their respective subaccounts and the Income attributable
thereto.



     2. The Vested percentage of a Participant’s Account attributable to 401(k) Plus Contributions
and Core Contributions is determined as follows:



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






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




	4.	 	(a)	 	 If a Participant ceases to be employed but is then reemployed 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 reemployed by the Company or the close of the
first period of five consecutive One Year Breaks in Service commencing
after the distribution.





43









 





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





     5. 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 may elect, within a reasonable period
after the adoption of the amendment or change, to have the Vested percentage computed under the
Plan without regard to such amendment or change. For Participants who do not have at least one
Hour of Service in any Plan Year beginning after December 31, 1988, the preceding sentence shall be
applied by substituting “five years of Continuous Service” for “three years of Continuous Service”
where such language appears.



     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:




	 	(a)	 	60 days after the amendment is adopted;
	 
	 	(b)	 	60 days after the amendment becomes effective; or
	 
	 	(c)	 	60 days after the Participant is issued written notice of the
amendment by the Company or Plan Administrator.





     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



44









 




Accrued Benefit derived from Company Contributions will not be less than the percentage computed
under the Plan without regard to such amendment.




     6. If a distribution is made at a time when a Participant has a Vested right to less than 100%
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 shall be used to reduce Company Contributions to the Trust.



45









 





ARTICLE VI -Establishment and Operation of the Trust





	1.	 	(a)	 	Timken and the Trustee have entered into a Trust agreement which is set
forth in a separate document and is incorporated herein. The Trust agreement
establishes a Trust consisting of such sums of money and other property as may from
time to time be contributed or transferred to the Trustee under the terms of the Plan,
along with any property to which the Trust fund may from time to time be converted,
and which provides for the investment of Plan assets and the operation of the Trust.
The Trust agreement, as amended from time to time, shall be deemed part of the Plan,
and all rights and benefits provided to persons under the Plan shall be subject to the
terms of the Trust agreement.
	 
		 	(b)	 	Notwithstanding any provision of the Plan to the contrary,
(i) 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, and
(ii) 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





46









 





	 	 	 	investment option and/or may result in additional transaction fees or
other costs relating to such transfers.





     2. The Committee authorizes the Trustee to accept investment direction from Participants. The
Trustee shall invest in the Investment Funds in accordance with investment directions given by the
Participants, Beneficiaries, and Alternate Payees for whose accounts such assets are held, to the
extent authorized in accordance with procedures established for such purpose from time to time by
the Plan Administrator. Participants, Beneficiaries, and Alternate Payees will be deemed
responsible for purposes of such investment selection and allocation.



     Where the Committee, a Participant, a Beneficiary, an Alternate Payee, or an Investment
Manager other than the Trustee has the power and authority to direct the investment of assets of
the Trust, the Trustee does not have any duty to question any direction, to review any securities
or other property, or to make any suggestions in connection therewith. The Trustee will promptly
comply with any direction given by the Committee, a Participant, a Beneficiary, an Alternate Payee,
or Investment Manager. The Trustee will neither be liable for failing to invest any assets of the
Trust Fund under the management and control of the Committee, a Participant, a Beneficiary, an
Alternate Payee, or an Investment Manager in the absence of investment directions regarding such
assets.



     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,
the Committee, any Investment Manager, or any investment option provider (or their delegate,
as applicable) may decline to implement any investment election or instruction where it deems
appropriate.



47









 





     3. Timken 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 Timken shall design and adopt.
Such rules and procedures shall be set forth in an administrative services agreement between Timken
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.



     4. A Participant can request transfers on any business day of amounts in his Account, except
for Stock Matching Contributions, from one Investment Fund to another. The 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 Funds. The Participant may then elect
what percentage of the assets so withdrawn will be transferred to other Investment Funds 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 (a) bought and/or sold on the open market at the market
price of the stock on any Valuation Date, or (b) bought from and/or sold to Timken at the
average of the high and low market price on the Valuation Date the request for purchase and/or
sale is received by Timken, if cash is not available.



     The provisions of this Section 4 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, the Committee, any
Investment



48









 




Manager, or any investment option provider (or their delegate, as applicable) may
decline to implement any investment election or instruction where it deems appropriate.





	5.	 	(a)	 	 Stock Matching Contributions to the Plan may be transferred to other
Investment Funds only in accordance with this Article VI, Section 5. Participants who
have attained at least age 55 or who have at least 3 years of Continuous Service on
January 1, 2007 will be permitted to transfer their Stock Matching Contribution
Accounts to any other Investment Fund. A Beneficiary or Alternate Payee may direct
the investment in his Stock Matching Contribution Accounts.
	 
		 	(b)	 	Participants who do not meet the age or service requirement
of clause (a) of this Section 5 on January 1, 2007 will be permitted to
transfer all of the value of their Account from Stock Matching Contributions
into any other Investment Funds on the earliest of (i) attaining age 55, (ii)
the third anniversary of the date on which such Participant is hired by the
Company, or (iii) the date such Participant obtains 3 years of Continuous
Service.
	 
		 	(c)	 	The provisions of this Section 5 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, the Committee, any Investment
Manager, or any investment option provider (or their delegate, as applicable)
may decline to implement any investment election or instruction where it deems
appropriate.





49









 










     6. Participants who have terminated service with the Company on account of Retirement or,
effective prior to April 1, 2005 have terminated service with the Company and who are no longer
employed by any Controlled Group Member, will be permitted to transfer any portion of their Account
to any other Investment Funds, according to the procedures described in Section 4 above.



     7. 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:




	 	(a)	 	The Trustee shall first compute the fair market value of
securities and/or the other assets comprising each Investment Fund. 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.
	 
	 	(b)	 	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 




50









 






	 	 	 	both actually paid to the Trustee and allocated among the
Accounts of Participants.
	 
	 	(c)	 	Notwithstanding Subsections (a) and (b) above, in the event a
Pooled Investment Account is created as an Investment Fund, 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.





     It is intended that this Article VI, Section 7, 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.



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



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



     10. 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 Participant and
shall include the following information:




	 	(a)	 	the reasons for the Blackout Period;





51









 





	 	(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 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.

52









 









     11. 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 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
12(b).





     12. 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






53









 






	 	 	 	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
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 12 (if any) is lifted.





     13. 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..



54









 





     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 Retirement, upon a break in Continuous Service, upon a
permanent layoff due to job elimination, general reduction in the workforce, or a plant
or office closing, upon attainment of age 70 1/2, upon determination of Disability, or
upon approval of any in-service or 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 shall be
deemed for the account of such Participant or Beneficiary and




55









 






	 	 	 	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 Article VII, Section 2(a). An
effective beneficiary designation




56









 






	 	 	 	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 qualified under Section 501(c)(3) of the Code. The
person, trust or




57









 






	 	 	 	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 his option, 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 Funds, including Timken Stock, shall be valued by using the
market value of such investments and the closing price of Timken Stock on the day preceding the
date of distribution, but not to exceed seven business days from the date forms are received by the
Trustee.




	     4.	(a)	 	Such distributions shall be made in a lump sum, unless the distribution is
in installment payments as elected by the Participant. The Distribution




58









 






	 	 	 	will commence as soon as administratively possible following completion of a
Participant’s distribution request and approval by the Plan Administrator.
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 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.
Effective March 28, 2005, for purposes of this Article VII, Section 4(a) of
the Plan, the value of a Participant’s Vested Account balance will be
calculated by including any 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 Normal Retirement
Age. The consent of the Participant shall not be required to the extent that a
distribution is required to satisfy Section 401(a)(9) or Section 415 of the
Code. Effective March 28, 2005, for purposes of this




59









 






	 	 	 	Article VII, Section 4(b) of the Plan, the value of a Participant’s Vested
Account balance will be calculated by including any Rollover Contributions
and any earnings allocable to Rollover Contributions.
	 
	 	(c)	 	Participants and, effective prior to April 1, 2005
Beneficiaries, will also have the option to receive a distribution in
installments. Subject to Article XVIII, Section 11, the frequency of the
installment payments shall be payable over a term not exceeding the life
expectancy of the Participant or, effective prior to April 1, 2005 Beneficiary,
at the Participant’s or, effective prior to April 1, 2005 Beneficiary’s,
election as follows:






	 	(i)	 	monthly;
	 
	 	(ii)	 	quarterly;
	 
	 	(iii)	 	semi-annually;
	 
	 	(iv)	 	annually.






	 	 	 	A Participant or, effective prior to April 1, 2005 Beneficiary, must have a
minimum Account balance of $5,000 to elect installment distribution.






	 	(d)	 	Unless the Participant otherwise elects, subject to paragraph
(b) of this Section, 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 or a Controlled Group Member. Notwithstanding the
foregoing, the failure of a Participant, Spouse or Beneficiary to consent to a
distribution while a benefit is immediately distributable within the




60









 






	 	 	 	meaning of Article VII, Section 4(b) of the Plan, shall be deemed to be an
election to defer commencement of any benefit sufficient to satisfy this
Section 4. Such an election may not be made if the exercise of such
election will cause the benefits payable under this Plan in the event of the
death of the Participant to be more than incidental.






	     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 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




61









 






	 	 	 	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-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




62









 






	 	 	 	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 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.




63









 






	 	(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. A
“distribution calendar year” is a calendar year for which a minimum
distribution is required.






	 	(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 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).




64









 






	 	(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 the longer of
either 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 the Participant’s entire interest shall be completed
by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death except to the extent that an election is made to receive
distributions in accordance with (i) or (ii) below:






	 	(i)	 	if any portion of the Participant’s interest is
payable to a designated Beneficiary, distributions may be made over the
life or over the period certain not greater than the life expectancy of
the designated Beneficiary beginning on or before December 31 of the




65









 






	 	 	 	calendar year immediately following the calendar year in which the
Participant died;
	 
	 	(ii)	 	if the designated Beneficiary is the
Participant’s surviving Spouse, the date distributions are required to
begin in accordance with (i) above shall not be earlier than the later
of:






	 	(A)	 	December 31 of the calendar year
immediately following the calendar year in which the Participant
died, or
	 
	 	(B)	 	December 31 of the calendar year
in which the Participant would have attained age 70 1/2.






	 	(iii)	 	If the Participant has not made an election
pursuant to (e)(ii) above by the time of his death, the Participant’s
designated Beneficiary must elect the method of distribution no later
than the earlier of:






	 	(A)	 	December 31 of the calendar year
in which distributions would be required to begin under this
Subparagraph, or
	 
	 	(B)	 	December 31 of the calendar year
which contains the fifth anniversary of the date of death of the
Participant.






	 	(iv)	 	If the Participant has no designated
Beneficiary, or if the designated Beneficiary does not elect a method
of distribution, distribution of the Participant’s entire interest must
be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.
	 
	 	(v)	 	For purposes of (e)(ii) above, if the surviving
Spouse dies after the Participant, but before payments to such Spouse
begin, the




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	 	 	 	provisions of (e)(ii) above, with the exception of (e)(ii)(B)
therein, shall be applied as if the surviving Spouse were the
Participant.
	 
	 	(vi)	 	For purposes of this Paragraph (e),
distribution of a Participant’s interest is considered to begin on the
Participant’s Required Beginning Date (or if (e)(v) above is
applicable, the date distribution is required to begin to the surviving
Spouse pursuant to (e)(v) above).






	 	(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




67









 






	 	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 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. 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)	 	Minimum Distribution Incidental Benefit. 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




68









 






	 	 	 	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 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 minimum 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 or
shall be deemed 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



69









 







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. Distributions While In-Service. In-service distributions must be at least $500 and shall
be made, at the election of a Participant who is an Employee, in the following circumstance(s):




	 	(a)	 	Over age 59 1/2.
	 
	 	 	 	The Plan Administrator, at the election of the Participant, shall direct the
Trustee to distribute to any Participant (other than a Participant who is
employed by Bearing Inspection, Inc.) up to his entire Vested Account
balance after he has attained age 59 1/2. The maximum number of over age 59 1/2
withdrawals permitted to a Participant in any Plan Year is one.






	 	(1)	 	Age 59 1/2 withdrawals are available from the
following Accounts and will be withdrawn from the Participant’s
Accounts in the following hierarchy with the exception that the
Participant may instead choose to have amounts taken from his or her
After-Tax Employee Contribution Accounts first:






	 	(A)	 	Rollover Account;
	 
	 	(B)	 	Employee Deferral
Contribution Account;
	 
	 	(C)	 	401(k) Plus Contribution
Account;
	 
	 	(D)	 	Core Contribution
Account;
	 
	 	(E)	 	Stock Matching
Contribution Account;
	 
	 	(F)	 	Company Matching
Contribution Account;
	 
	 	(G)	 	Company Supplemental
Contribution Account;




70









 






	 	(H)	 	After-Tax Employee
Contribution Account; and
	 
	 	(I)	 	qualified non-elective
contributions, to the extent made to the Plan.






	 	(2)	 	Withdrawals will be taken from the investment
funds on a pro-rata basis.






	       (b)	 	     After-Tax Employee Contributions.






	 	 	 	The Plan Administrator, at the election of the Participant, shall direct the
Trustee to distribute to any Participant up to the entire balance of his
After-Tax Employee Contribution Accounts. The maximum number of such
distributions permitted to a Participant in any Plan Year is one.






	10. (a)	 	Partial or total distributions in the case of hardship (in the following
hierarchical order of availability) of the Participant’s After-Tax Contribution
Accounts, Rollover Account and Employee Deferral Contribution Account may also be made
to a Participant, upon application to the Plan Administrator. 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 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 or a Controlled Group Member,
such withdrawal will be made only if, under uniform rules and regulations,




71









 






	 	 	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 other 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 his 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) medical care that would be deductible under Section 213(d)
of the Code (determined without regard to 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




72









 






	 	 	 	dependents (as defined in Code 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
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 or a Controlled Group Member (including, without limitation, any
qualified and non-qualified deferred compensation plan and 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 the Participant
agrees that all Employee Deferral Contributions and all other Participant
contributions to all plans maintained by the Company or a Controlled Group
Member, including, without limitation, any non-qualified deferred compensation






73









 





	 	 	 	 	 
	 

	 	 	 	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 educational tuition expenses, related educational fees and room
and board expenses. Elections for the payment of post-secondary educational
tuition expenses, 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.
	 
	 	 	 	 
	11.

	 	(a)
	 	Timken 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, provided that the other plan accepts such transfers.
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






74









 






	 	 	 	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, Timken 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 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




75









 






	 	 	 	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.





     12. 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.



     13. Employee Deferral Contributions and allocable income are not distributable to a
Participant or his Beneficiary or Beneficiaries, in accordance with such Participant’s or
Beneficiary’s or Beneficiaries’ election, earlier than upon Retirement, severance from employment,
death, or Disability other than upon the occurrence of one or more of the following events:




	 	(a)	 	Termination of the Plan without the establishment of another
defined contribution plan other than an employee stock ownership plan (as
defined




76









 






	 	 	 	in Section 4975(e) or 409 of the Code), or a simplified employee pension
plan (as defined in Section 408(k) of the Code).
	 
	 	(b)	 	A distribution made pursuant to an event described in
subsection (a) above shall be made in the form of a lump sum.
	 
	 	(c)	 	Distribution of Employee Deferral Contributions may be made to
a Participant in the event of hardship pursuant to a showing of immediate and
heavy financial need, as described in Article VII, Section 10, of the Plan.





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



77









 





     ARTICLE VIII -Loans from the Trust



     1. 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 the Plan Administrator. For purposes of this Article VIII, 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:




	 	(a)	 	Loan proceeds will be withdrawn pro-rata from the following
Accounts:






	 	(1)	 	Employee Deferral Account
	 
	 	(2)	 	Vested 401(k) Plus Contribution Account
	 
	 	(3)	 	Stock Matching Contribution Account
	 
	 	(4)	 	Company Matching Contribution Account
	 
	 	(5)	 	Company Supplemental Contribution Account
	 
	 	(6)	 	Rollover Account
	 
	 	(7)	 	Vested Core Contribution Account; and
	 
	 	(8)	 	After-Tax Employee Contribution Account






	 	(b)	 	The minimum loan amount is $1,000;
	 
	 	(c)	 	The maximum loan amount is fifty percent of the Participant’s
Vested Accrued Benefit 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




78









 






	 	 	 	made. The Trustee will accept only the Participant’s Vested Accrued Benefit
as collateral for loans.
	 
	 	(d)	 	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 years for a Participant on a Leave of
Absence from the Company or a Controlled Group Member, which is due to military
service in the United States Armed Forces, with the term of the extension not
to exceed the length of such Leave of Absence.
	 
	 	(e)	 	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.
	 
	 	(f)	 	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
Leave of Absence from the Company or a Controlled Group Member, which is due to
military service in the United States Armed Forces, may be entitled to the
interest rate reduction provided in the Soldiers’ and Sailors’ Civil Relief Act
of 1940.
	 
	 	(g)	 	If the Participant is an active Employee, the loan shall be
repaid by the Participant through payroll deduction as established by the loan




79









 






	 	 	 	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.
	 
	 	(h)	 	The loan may be repaid in full at a date earlier than provided
in the loan agreement with no penalty.
	 
	 	(i)	 	Any loan fees charged will be paid by the Participant from
funds other than those in the Trust.
	 
	 	(j)	 	The loan amount will be taken on a pro-rata basis from the
Participant’s Vested Accrued Benefit in all Investment Funds at the time of the
loan and on a pro-rata basis from Company and eligible Participant
contributions at the time of the loan.
	 
	 	(k)	 	Loan repayments will be redeposited into the Participant’s
Account according to the Investment Funds elected by the Participant at the
time the repayment is made under Article VI, Section 2, except for amounts
which must be reinvested in Timken Stock.
	 
	 	(l)	 	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. In the event of
default, foreclosure on the note and attachment of security will not occur
until a distributable event from the Trust.




80









 






	 	(m)	 	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 payments and accrued interest thereon shall be due unless
otherwise agreed upon by the Plan Administrator.
	 
	 	(n)	 	The proceeds of the loan cannot be applied toward the purchase
of any securities.
	 
	 	(o)	 	Loan repayments will be suspended under this Plan as permitted
under Section 414(u) of the Code.
	 
	 	(p)	 	A Participant is not required to obtain spousal consent in
order to take out a loan under the Plan.





     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.



81









 





     ARTICLE IX -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 X -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).



83









 





     ARTICLE XI -Conditions to the Effectiveness and Continuance of this Plan



     1. The Company 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.	(a) 	 	In the event the Plan fails to qualify under the applicable provisions of
the Code, initially or as amended, the Company’s contributions shall be returned to the
Company. Contributions to the Trust by the Company are conditioned on their
deductibility under Section 404(a) of the Code. If any deduction is disallowed for all
or part of such contributions, the contributions for which the deduction is disallowed
shall, upon proper notice to the Trustee, be returned to the Company.
	 
	 	(b)	 	As provided in ERISA section 403(c)(2), the actual amount of a
contribution made by the Company (or the current value of the contribution if a
net loss has occurred) may revert to the Company if:






	 	(1)	 	such contribution is made by reason of a
mistake of fact;
	 
	 	(2)	 	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




84









 












	 	 	 	and contributions under the Plan are hereby conditioned upon such
qualification); or
	 
	 	(3)	 	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 Company for which the
contribution is made.






	 	 	 	The reversion to the Company 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.




85









 











     ARTICLE XII — Amendment or Termination of Plan




	     1.	(a) 	 	Timken shall have the right to amend the Plan and Trust at any time to the
extent permitted under the Code and ERISA. Timken may adopt any change by action of
its Board of Directors in accordance with its normal procedures.
	 
	 	(b)	 	The Committee, if acting as Plan Administrator in accordance
with Article XVI, shall have the authority to adopt Plan amendments which have
no substantial adverse financial impact upon the Company, Timken or the Plan.
The Committee may adopt any such amendment in the manner specified in Article
XII, Section 1(c).
	 
	 	(c)	 	Any amendment must be (1) set forth in writing, and (2) signed
and dated by an officer of Timken, or in the case of an amendment adopted by
the Committee, at least one of its members.
	 
	 	(d)	 	No amendment affecting the rights or duties of the Trustee
shall be effective without the written consent of the Trustee.
	 
	 	(e)	 	No amendment to the Plan shall be effective to the extent that
it has the effect of decreasing a Participant’s accrued benefit in violation of
Section 411(d)(6) of the Code. Notwithstanding the preceding sentence, a
Participant’s Account balance may be reduced to the extent permitted under
Section 412(c)(8) of the Code. For purposes of this paragraph, a Plan
amendment which has the effect of decreasing a Participant’s Account balance or
eliminating an optional form of benefit, with respect to




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	 	 	 	benefits attributable to service before the amendment, shall be treated as
reducing an accrued benefit.
	 
	 	(f)	 	No amendment shall have the effect of vesting in Timken any
interest in any property held subject to the terms of the Plan.
	 
	 	(g)	 	No amendment 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.





     2. Timken expects to continue this Plan indefinitely, but reserves the right to terminate the
Plan. 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:




	 	(a)	 	shall have the effect of vesting in Timken any interest in any
property held subject to the terms of the Plan;
	 
	 	(b)	 	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, including contributions to the Plan which
are intended to bridge any differences between the price at which Timken Stock
is bought and/or sold on the open market and the price at which it is credited
to a Participant’s Account;
	 
	 	(c)	 	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;




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	 	(d)	 	shall increase the duties or liabilities of the Trustee without
its written consent.





     3. Without terminating this Plan, the Company may, at its sole discretion and at any time,
reduce or suspend its contributions to this Plan.



     4. 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 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.



     5. 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.



     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.



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     ARTICLE XIII -Nonalienation of Participants’ Interests



     1. No right to the monies contributed by a Participant or the Company 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 XIII 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



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(a) the name and last known mailing address of the Participant and of each Alternate Payee
covered 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, and Article VII, Sections 4 and 5, unless otherwise
modified by the qualified domestic relations order, provided that said qualified domestic relations
order cannot enlarge the options available under Article VI, Section 2, and Article VII, Sections 4
and 5. 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.



     A separate Account shall be established for an Alternate Payee entitled to any portion of a
Participant’s Account under a qualified domestic relations order as of the date and in



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accordance with the directions specified in the qualified domestic relations order. In
addition, a separate Account may be established during the period of time the Plan Administrator, a
court of competent jurisdiction or other appropriate person is determining whether a domestic
relations order qualifies as a qualified domestic relations order. Such a separate Account shall
be valued and accounted for in the same manner as any other Account. Except to the extent required
by law, an Alternate Payee, on whose behalf a separate Account has been established, shall not be
entitled to borrow from such Account. If a qualified domestic relations order specifies that the
Alternate Payee is entitled to any portion of the Account of a Participant who has an outstanding
loan balance, all outstanding loans shall generally continue to be held in the Participant’s
Account and shall not be divided between the Participant’s and Alternate Payee’s Account. Where a
separate Account has been established on behalf of an Alternate Payee and has not yet been
distributed, the Alternate Payee may direct the investment of such Account in the same manner as if
he or she were a Participant.



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     ARTICLE XIV — 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 XIV, 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



92









 







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 XIV 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 XV —Top-Heavy Provisions



     1. Definitions. For the purposes of this Article XV, 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:






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






For purposes of determining the number of officers taken into account under clause
(1) 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.




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     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 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 or a Controlled Group Member at any time during the 1-year
period ending on the Determination Date shall not be taken into account.




95









 






	 	(e)	 	If the Company or a Controlled Group Member 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 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 one 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. Timken 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
Timken.
	 
	 	(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




96









 






	 		 	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
allocated to a Key Employee is less than three percent, amounts contributed
as a result of Employee Deferral Contribution agreements must be included in
determining the contributions made on behalf of Key Employees. Company
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 or a Controlled Group Member, 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 or a




97









 






	 	 	 	Controlled Group Member, 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
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 and all Controlled Group
Members. 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 schedule 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




98









 






	 		 	occur in the event that the Plan’s status as Top Heavy changes for any Plan
Year.




99









 











     ARTICLE XVI — 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. Timken shall discharge its responsibility under Section 1 by appointing a Committee, to
which shall be delegated overall responsibility for administering and operating the Plan. The
Committee shall consist of officers or other employees of Timken, or any other person(s) who shall
be appointed by Timken. The members of the Committee shall serve at the direction of Timken. In
the absence of such appointment, Timken shall serve as the Committee. Any member of the Committee
may resign by delivering his written resignation to Timken and to the Committee, which shall become
effective upon the date specified therein. In the event of a vacancy of the Committee, the
remaining members shall constitute the Committee with full power to act until Timken appoints a new
Committee member. Timken may from time to time remove any Committee member with or without cause
and appoint a successor thereto.



     3. The Committee may employ any such person or entity as it deems necessary to assist in the
administration of the Plan and provide services including but not limited to tax



100









 







advice, amendment, termination and operation of the Plan, and advice concerning reports filed
with the Internal Revenue Service. Any such advisor shall not be the Plan Administrator.



     The Committee shall 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 made by the Committee or
other Plan fiduciary. Any action made or taken by the Administrative Delegate may be appealed by
an affected Participant to the Committee in accordance with the claims review procedures provided
in Article XVI, Section 6. Any decisions which call for interpretations of Plan provisions, not
previously made by the Committee, shall be made only by the Committee. The Administrative Delegate
shall not be considered a fiduciary with respect to the services it provides.




	     4.	(a)	 	The Committee, on behalf of the Participants and Beneficiaries of the Plan,
shall enforce the Plan and Trust in accordance with the terms thereof, and shall have
all powers necessary to carry out such provisions. The Committee shall have the
discretionary authority to interpret the Plan and Trust and shall determine all
questions arising in the administration and application of the Plan and Trust. Any
such interpretation or determination by the Committee shall be conclusive and binding
on all persons.
	 
	 	 	 	     The Committee shall establish rules and regulations necessary for the
proper conduct and administration of the Plan, and from time to time may
change or amend these rules and regulations. The Committee shall also have




101









 






	 	 	 	the power to authorize all disbursements from the Trust by the Trustee in
accordance with the Plan’s terms.
	 
	 	(b)	 	At the direction of the Committee, distributions to minors or
persons declared incompetent may be made by the Trustee directly to such
persons or to the legal guardians or conservators of such persons. Timken, the
Committee, and the Trustee shall not be required to see to the proper
application of such distributions made to any such persons, but his or their
receipt thereof shall be a full discharge of Timken, the Committee, and the
Trustee of any obligation under the Plan or the Trust.
	 
	 	(c)	 	In the event that amendments to this Plan are necessary or
desirable for the purpose of (i) obtaining a favorable ruling by the Internal
Revenue Service concerning the qualification of or any matter arising under
this Plan, (ii) clarifying any ambiguity, correcting any apparent error, or
supplying any omission from the provisions of this Plan, or (iii) facilitating
or improving the administration of this Plan, such amendments may be made by
the Committee; 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 Committee or Timken, or relieve the Committee or
Timken of any obligations prescribed hereby.
	 
	     5.	(a)	 	The Committee shall act by a majority of its members then in office, and
such action may be taken either by vote at a meeting or by written consent without a
meeting. The Committee may authorize any one or more of its members to execute any
document or documents on behalf of the




102









 






	 	 	 	Committee, in which event the Committee shall notify Timken, in writing, of
such authorization and the name or names of its members or members so
designated. Timken thereafter shall accept and rely on any documents
executed by said member of the Committee or members as representing action
by the Committee until the Committee shall file with Timken a written
revocation of such designation.
	 
	 	(b)	 	The Committee may adopt such bylaws and regulations as it deems
desirable for the conduct of its affairs and may employ and appropriately
compensate such accountants, counsel, specialists, actuaries, and other persons
as it deems necessary or desirable in connection with the administration and
maintenance of the Plan. The Committee shall have the discretionary authority
to control and manage the operation and administration of the Plan.
	 
	     6.	(a)	 	The Committee 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 the Committee of a claim for benefits under the Plan by a
claimant, who may be a Participant or Beneficiary, will be stated in writing by the
Committee 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 the Committee
determines that special circumstances require an extension of time for processing the
claim. Written notice of the extension shall be




103









 






	 	 	 	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 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)	 	The Committee 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, the Committee 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, the Committee will:




104









 












	 	(i)	 	Provide a claimant a period of at least 60 days
following receipt of a notification of an adverse benefit determination
within which to appeal the determination;
	 
	 	(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)	 	The Committee shall provide a claimant with written or
electronic notification of the Plan’s benefits determination on review within
60 days after the Committee 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;




105









 






	 	(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
	 
	 	(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)	 	A claimant may designate an authorized representative and the
Committee shall deal directly with that authorized representative.
	 
	     7.	(a)	 	The Committee shall be entitled to rely upon certificates, reports, and
opinions provided by an accountant, tax or pension advisor, actuary or legal counsel
employed by Timken or Committee. The Committee shall keep a record of all its
proceedings and acts, and shall keep all such books of account, records, and other data
as may be necessary for the proper administration of the Plan. The regularly kept
records of the Committee, Timken, and the Trustee shall be conclusive evidence of a
Participant’s service, Gross Earnings, his age, his marital status, his status as an
Employee, and all other matters contained therein and relevant to this Plan; provided,
however, that a Participant may request a correction in the record of his age at any
time prior to his Retirement and such correction shall be made if within 90 days after
such request he furnishes a birth




106









 












	 	 	 	certificate, baptismal certificate, or other documentary proof of age
satisfactory to the Committee in support of this correction.
	 
	 	(b)	 	Each Participant and each Participant’s designated Beneficiary
must notify the Committee in writing of his mailing address and each change
thereof. Any communication, statement or notice addressed to a Participant or
Beneficiary at the last mailing address filed with the Committee, or if no
address is filed with the Committee, the last mailing address as shown on
Timken’s records, will be binding on the Participant and his Beneficiary and
his Beneficiary for all purposes of the Plan. Neither the Committee nor the
Trustee shall be required to search for or locate a Participant or a
Beneficiary.






	 	8.	 	A member of the Committee shall not be liable for any act, or failure to act,
of any other member of the Committee, except to the extent that such member:






	 	(a)	 	Knowingly participates in, or undertakes to conceal, an act or
omission of another Committee member, knowing that such act or omission is a
breach of fiduciary duty to the Plan;
	 
	 	(b)	 	Fails to comply with the specific responsibilities given him as
a member of the Committee, and such failure enables another member of the
Committee to commit a breach of fiduciary duty to the Plan, or
	 
	 	(c)	 	Has knowledge of a breach of fiduciary duty to the Plan by
another member of the Committee, unless such member makes reasonable effort
under the circumstances to remedy such breach.




107









 











     9. Each member of the Committee shall be liable with respect to his own acts of willful
misconduct or gross negligence concerning the Plan. Timken may indemnify the Committee or each of
its members for part of the expenses, costs, or liabilities of the Committee and its members
arising out of the performance of the duties required by the terms of the Plan or Trust, except for
those expenses, costs, or liabilities arising out of a member’s willful misconduct or gross
negligence.




	     10.	(a)	 	The Committee, in any of its dealings with Participants hereunder, may
conclusively rely on any written statement, representation, or documents made or
provided by such Participants.
	 
	 	(b)	 	Unless otherwise determined by the Committee, the members of
the Committee shall serve without remuneration for services to the Plan and
Trust. However, all expenses of the Committee shall be paid by the Trust
except to the extent paid by Timken. Such expenses shall include any expenses
incidental to the functioning of the Committee, including but not limited to
fees of accountants, legal counsel, and other specialists, or any other costs
entailed in administering the Plan.
	 
	 	(c)	 	Title I of ERISA requires certain persons with discretion over
Plan assets to be bonded. Except as required by ERISA or other federal law,
the members of the Committee shall serve without bond.





     11. Any decision of the Committee with respect to matters within its jurisdiction shall be
final, binding, and conclusive upon Timken and the Trustee and upon each Employee, Participant,
former Participant, Beneficiary, Alternate Payee, and every other person or party interested or
concerned, and shall be given maximum possible deference allowed by law.



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     12. 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 the Committee, or any officer or the
delegate of an officer (except the Administrative Delegate), may sign any and all documents on
behalf of the Plan.



     13. 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 is 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 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.



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     14. The Committee 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 the Committee in accordance with the claims review procedures
provided in Section 6 of this Article XVI. Any decisions which call for interpretations of Plan
provisions not previously made by the Committee shall only be made by the Committee. The
Administrative Delegate shall not be considered a fiduciary with respect to the services it
provides.



     15. 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 XVII — 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 Contribution, including a Company Matching
Contribution, a Stock Matching Contribution, a 401(k) Plus Contribution, a Core Contribution, or a
Company Supplemental 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, investment 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, Employee Deferral Contributions and After-Tax Employee
Contributions only to the extent such Participant makes payment to the Plan with respect to such
Employee Deferral Contributions and After-Tax Employee 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 Employee Deferral Contributions and After-Tax Employee Contributions to the Plan shall
be made during the period beginning with the date of



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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.



     4. For purposes of computing the Company Matching Contributions, Stock Matching Contributions,
Employee Deferral Contributions, After-Tax Employee Contributions, 401(k) Plus Contributions, Core
Contributions, and Company Supplemental Contributions under Sections 2 and 3 of this Article XVII,
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.



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     ARTICLE XVIII — 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 XVIII 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 XVIII.



     2. ESOP Accounts — 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 Company Matching Contributions and Stock Matching Contributions made on behalf
of the Participant and all 401(k) Plus Contributions, Core Contributions, Employee Deferral
Contributions, Rollover Contributions, Company Supplemental Contributions and After-Tax Employee
Contributions that the Participant has elected to invest in Timken Stock.



     3. 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



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4, 5, and 6 of Article VI of the Plan, the Participant shall retain the right to direct
investments subject to the provisions of Sections 4, 5, and 6 of Article VI of the Plan.




     4. 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
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 4 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 4 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.




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     5. Voting and Tender of ESOP Timken Stock — Each Participant shall be entitled to
direct the Trustee, in accordance with Articles IX and XIV 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.



     6. 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 Participant’s election, be made in cash or full shares of Timken Stock and cash
for any fractional interests in shares of Timken Stock.



     7. 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.





     8. 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




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	 	 	 	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 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:




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	 	(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 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.





     9. 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.



     10. Diversification — Article VI, Sections 5 and 6 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 or, effective prior to April 1, 2005 who have terminated



117









 







employment with the Company and all Controlled Group Members, 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.



     11. 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
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).



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



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     ARTICLE XIX — 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 New Hampshire, 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 Committee 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)	 	Gender. Wherever appropriate, pronouns of either
gender shall be deemed synonymous as shall singular and plural pronouns.
	 
	 	(c)	 	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. 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, Company 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.




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	 	(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.





     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.



     EXECUTED by The Timken Company 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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