<PAGE>


                                                                     Exhibit 4.4


                      ROLLER BEARING HOLDING COMPANY, INC.

                                STOCK OPTION PLAN

     1.   Purpose. The Roller Bearing Holding Company, Inc. Stock Option Plan 
(the "Plan") is intended to provide incentives which will attract and retain
highly competent persons as officers and employees of Roller Bearing Holding
Company, Inc. and its designated subsidiaries (the "Company"), as well as
independent contractors providing consulting or advisory services to the
Company, by providing them opportunities to acquire shares of Class A voting
stock of the Company ("Common Shares") pursuant to Options, as described herein.

     2.   Administration.

          (a)   The Plan will be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates, or is required to
delegate, administration to a Committee, as provided in Sections 2(b) or 2(c)
below. The Board is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary or appropriate for
the proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any
Options granted hereunder as it deems necessary or advisable. All determinations
and interpretations made by the Board shall be binding and conclusive on all
participants and their legal representatives. No member of the Board, and no
employee of the Company shall be liable for any act or failure to act hereunder,
by any other member or employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated or, except in
circumstances involving his bad faith, gross negligence or fraud, for any act or
failure to act by the member or employee.

          (b)  The Board may delegate all or any portion of administration of
the Plan to a committee composed of not fewer than two (2) members of the Board
(the "Committee"). If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board (and references in this Plan to the Board
shall thereafter be to the Committee, as applicable), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may terminate all or any portion of
the Committee's authority under the Plan at any time and revest in the Board all
or any portion of the administration of the Plan.


<PAGE>




          (c)  The Board shall be required to delegate administration of the
Plan to a Committee, all of whose members shall be "nonemployee directors,"
effective on and after the date of the first registration of an equity security
of the Company under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Any "nonemployee director" shall otherwise comply with the
requirements of Rule 16b-3 of the Exchange Act as in effect at the relevant time
and, to the extent necessary, Internal Revenue Code Section 162(m).

     3.   Participants. Participants will consist of such officers and employees
of the Company, and independent contractors providing consulting or advisory
services to the Company (including members of the Board), as the Board, in its
sole discretion, determines to be significantly responsible for the success and
future growth and profitability of the Company and whom the Board may designate
from time to time to receive Options under the Plan. Designation as a
participant in any year shall not require the Board to designate such person to
receive an Option in any other year or, once designated, to receive the same
type or amount of Options as granted to the participant, or any other
participant, in any year. The Board shall consider such factors as it deems
pertinent in selecting participants and in determining the type and amount of
their respective Options.

     4.   Shares Reserved under the Plan. Subject to adjustments as provided in
Section 6, there is hereby reserved for issuance under the Plan an aggregate of
3,365,596 Common Shares, which may be authorized but unissued shares or shares
held by the Company in its treasury. Any shares subject to any form of Option
hereunder may thereafter be subject to new Options under this Plan if there is a
lapse, expiration or termination of any such Options granted prior to issuance
of the shares, or if shares are issued under Options and thereafter are
reacquired by the Company pursuant to rights reserved by the Company upon
issuance thereof.

     5.   Options. Options will consist of awards from the Company that will
enable the holder to purchase a specific number of Common Shares, at set terms
and at a fixed purchase price. Options may be "incentive stock options" within
the meaning of Section 422 of the Internal Revenue Code ("Incentive Stock
Options") or Options that do not constitute Incentive Stock Options
("Nonqualified Stock Options," and together with Incentive Stock Options,
"Options"). The Board will have the authority to grant to any participant one or
more Incentive Stock Options, Nonqualified Stock Options, or both types of
Options. Each Option shall be evidenced by a written option agreement in such
form and shall be subject to such terms and conditions as the Board may approve
from time to time, including without limitation the following:

          (a)  Exercise Price. Each Option granted hereunder shall have such
per-share exercise price as the Board may determine at the date of grant;
provided, however, that the per-share exercise price for Options shall not be
less than 100% of the Fair Market Value of the Common Shares on the date the
option is granted, as reasonably determined by the Board.


                                        2


<PAGE>


          (b)  Payment of Exercise Price. The option exercise price may be paid
by check or, in the discretion of the Board, by the delivery (or certification
of ownership) of Common Shares of the Company then owned by the participant;
provided, however, that payment of the exercise price by delivery of Common
Shares of the Company then owned by the participant may be made only if such
payment does not result in a charge to earnings for financial accounting
purposes as determined by the Board. In the discretion of the Board, if Common
Shares are readily tradeable on a national securities exchange or other market
system at the time of option exercise, payment may also be made by delivering a
properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

          (c)  Exercise Period. Options granted under the Plan shall be
exercisable at such times and subject to such terms and conditions as shall be
determined by the Board; provided, however, that Options shall not be
exercisable more than 10 years after the date they are granted. All Options
shall terminate at such earlier times and upon such conditions or circumstances
as the Board shall in its sole discretion set forth in such option at the date
of grant, including but not limited to limitations on exercisability following
termination of the participant's employment or consulting relationship.

          (d)  Limitations on Incentive Stock Options. Incentive Stock Options
may be granted only to participants who are employees of the Company or one of
its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue
Code) at the date of grant. The aggregate Fair Market Value (determined as of
the time the option is granted) of the Common Shares with respect to which
Incentive Stock Options are exercisable for the first time by a participant
during any calendar year (under all option plans of the Company) shall not
exceed $100,000. Incentive Stock Options may not be granted to any participant
who, at the time of grant, owns stock possessing (after the application of the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company, unless the option
price is fixed at not less than 110% of the Fair Market Value of the Common
Shares on the date of grant and the exercise of such option is prohibited by its
terms after the expiration of five years from the date of grant of such option.

          (e)  Redesignation as Nonqualified Stock Options. Options designated
as Incentive Stock Options that fail to meet the requirements of Section 422 of
the Internal Revenue Code shall be redesignated as nonqualified options for
Federal income tax purposes automatically without further action by the Board on
the date of such failure to continue to meet the requirements of Section 422 of
the Code.

          (f)   Limitation of Rights in Shares. The recipient of an Option shall
not be deemed for any purpose to be a shareholder of the Company with respect to
any of the


                                        3


<PAGE>


shares subject thereto except to the extent that the Option shall have been
exercised and, in addition, a certificate shall have been issued and delivered
to the participant.

     6.   Adjustment Provisions.

          (a)   If the Company shall at any time change the number of issued
Common Shares without new consideration to the Company by stock dividend, stock
split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the Common Shares,
the total number of shares available for Options under this Plan shall be
appropriately adjusted and the number of shares covered by each outstanding
Option and the exercise price thereunder shall be adjusted so that the net value
of such Option shall not be changed, all of the foregoing, including the
appropriations of any such adjustment to be as determined by the Board, in its
discretion. It is specifically understood that the provisions of this subsection
(a) are intended to apply solely to capital events that are independent of, and
unrelated to, any transaction involving the direct or indirect sale or issuance
of securities of the Company for value (and irrespective of the adequacy of the
consideration so paid).

          (b)  In the case of any sale of assets, merger, consolidation,
combination or other corporate reorganization or restructuring of the Company
with or into another corporation which results in the outstanding Common Shares
being converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), subject to the
provisions of this Plan and any limitation applicable to the Option, any
participant to whom an Option has been granted shall have the right thereafter
and during the term of the Option, to receive upon exercise thereof the
Acquisition Consideration (as defined below) receivable upon the Acquisition by
a holder of the number of Common Shares that might have been obtained upon
exercise of the Option or portion thereof, as the case may be, immediately prior
to the Acquisition. The term "Acquisition Consideration" shall mean the kind and
amount of securities, cash or other property or any combination thereof
receivable in respect of one Common Share upon consummation of an Acquisition.

          (c)  Notwithstanding any other provision of this Plan, the
Board may authorize the issuance, continuation or assumption of Options or
provide for other equitable adjustments after changes in the Common Shares
resulting from any other merger, consolidation, sale of assets, acquisition of
property or stock, recapitalization, reorganization or similar occurrence upon
such terms and conditions as it may deem equitable and appropriate.

          (d)  In the event that another corporation or business entity
is being acquired by the Company, and the Company assumes outstanding employee
stock options and/or the obligation to make future grants of options to
employees of the acquired entity, the aggregate


                                        4


<PAGE>


number of Common Shares available for Options under this Plan shall be increased
accordingly.

     7.   Nontransferability.

          (a)  Each Option granted under the Plan to a participant shall
not be transferable by him otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the participant's lifetime, only
by him. In the event of the death of a participant while the participant is
rendering employment, consulting or advisory services to the Company, each
Option theretofore granted to him shall be exercisable during such period after
his death as the Board shall in its discretion set forth in such option at the
date of grant (but not beyond the stated duration of the option) and then only:

          (i)  By the executor or administrator of the estate of the deceased
     participant or the person or persons to whom the deceased participant's
     rights under the Option shall pass by will or the laws of descent and
     distribution; and

          (ii) To the extent that the deceased participant was entitled to do so
     at the date of his death.

          (b)  Notwithstanding Section 7(a), in the discretion of the
Board, Options granted hereunder may be transferred to members of the
participant's immediate family (which for purposes of this Plan shall be limited
to the participant's children, grandchildren and spouse), or to one or more
trusts for the benefit of such family members, or to partnerships or limited
liability companies in which such family members and/or trusts are the only
partners or members, but only if the Option expressly so provides.

     8.   Other Provisions. Options granted under the Plan may also be subject
to such other provisions (whether or not applicable to any other Options awarded
under the Plan to the participant or to any other participant) as the Board
determines appropriate, including without limitation, provisions for the
installment purchase of Common Shares, provisions to assist the participant in
financing the acquisition of Common Shares, provisions for the forfeiture of, or
restrictions on resale or other disposition of, Common Shares acquired under any
form of Option, provisions for the deferral of option gains, provisions for the
acceleration of exercisability or vesting of Options in the event of a change of
control of the Company, provisions for the payment of the value of Options to
participants in the event of a change of control of the Company, provisions for
the forfeiture of the Options, or provisions to comply with Federal and state
securities laws, or understandings or conditions as to the participant's
employment in addition to those specifically provided for under the Plan.


                                        5

<PAGE>


     9.   Fair Market Value. For purposes of this Plan and any Options awarded
hereunder, the Fair Market Value of Common Shares shall be the mean between the
highest and lowest sale prices for the Company's Common Shares as reported on
the Nasdaq National Market (or such other consolidated transaction reporting
system on which such Common Shares are primarily traded) on the date of
calculation (or on the next preceding trading date if Common Shares were not
traded on the date of calculation); provided, however, that if the Company's
Common Shares are not at any time readily tradeable on a national securities
exchange or other market system, Fair Market Value shall mean the amount
determined in good faith by the Board as the fair market value of the Common
Shares of the Company.

     10.  Withholding. All payments or distributions made pursuant to the Plan
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local income and/or employment tax withholding requirements.
If the Company proposes or is required to distribute Common Shares pursuant to
the exercise of Options, it may require the recipient to remit to it an amount
sufficient to satisfy such tax withholding requirements prior to the delivery of
any certificates for such Common Shares. The Board may, in its discretion and
subject to such rules as it may adopt, permit an optionee to pay all or a
portion of the federal, state and local withholding taxes arising in connection
with the exercise of an Option, by electing to have the Company withhold Common
Shares having a Fair Market Value equal to the amount of taxes required to be
withheld.

     11.  Tenure. A participant's right, if any, to continue to serve the
Company as an officer, employee, consultant, advisor, or otherwise, shall not be
enlarged or otherwise affected by his designation as a participant under the
Plan, nor shall this Plan in any way interfere with the right of the Company,
subject to the terms of any separate agreement to the contrary, at any time to
terminate such employment, consulting or advisory relationship, or to increase
or decrease the compensation of the participant from the rate in existence at
the time of the grant of an Option.

     12.  Duration, Amendment and Termination. No Option shall be granted after
December 31, 2008; provided, however, that the terms and conditions applicable
to any Option granted prior to such date may thereafter be amended or modified
by mutual agreement between the Company and the participant or such other
persons as may then have an interest therein. Also, by mutual agreement between
the Company and a participant hereunder, under this Plan or under any other
present or future plan of the Company, Options may be granted to such
participant in substitution and exchange for, and in cancellation of, any
Options previously granted such participant under this Plan, or any other
present or future plan of the Company. The Board may amend the Plan from time to
time or terminate the Plan at any time, subject to any requirement of
stockholder approval required by applicable law, rule or regulation. However, no
action authorized by this Section 12 shall reduce the amount of any outstanding
Option or change the terms or conditions thereof without the participant's
consent.


                                        6

<PAGE>


     13.  Governing Law. This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Delaware (regardless of the law that might otherwise govern under applicable
Delaware principles of conflict of laws).

     14.  Approval. The Plan was adopted by the Board on February 18, 1998 and
the shareholders of the Company on February 18, 1998.


                                        7
<PAGE>


                      ROLLER BEARING HOLDING COMPANY, INC.

                           NON-QUALIFIED STOCK OPTION

     THIS OPTION is granted this     day of   , 199 , by Roller Bearing Holding
Company, Inc. a           corporation ("RBC") to            (the "Employee");

     WHEREAS, the Board of Directors of RBC is of the opinion that the interests
of RBC and its subsidiaries (collectively, the "Company") will be advanced by
encouraging and enabling those officers and key employees of the Company, as
well as independent contractors providing consulting or advisory services to the
Company, upon whose judgment, initiative and efforts the Company is largely
dependent for the successful conduct of the business of the Company to acquire
or increase their proprietary interest in the Company, thus providing them with
a more direct stake in its welfare and assuring a closer identification of their
interests with those of the Company; and

     WHEREAS, the Board believes that the acquisition of such an interest in the
Company will stimulate the efforts of such officers, key employees and
independent contractors;

     NOW, THEREFORE, in consideration of the premises and of the services
required under Section 2 in order to receive benefits hereunder, the Company
hereby grants this option to the Employee on the terms hereinafter expressed:

     1.   Option Grant.  The Company hereby grants to the Employee a non-
qualified stock option to purchase a total of      shares (the "Option Shares")
of


<PAGE>


class A voting stock of RBC ("Common Shares") at the option price of $514 per
Common Share. This option is not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.

     2.   Time of Exercise. This option may be exercised (in the manner provided
in Section 3 hereof) in whole or in part, from time to time after the date
hereof, subject to the following limitations:

          (a)  This option may be exercised (to the extent not previously
exercised) to the maximum cumulative extent set forth below, i.e. depending upon
the date of such exercise:


<TABLE>
<CAPTION>

                                                Permitted Exercise (Stated
           Date of Exercise                    as a Percentage of the Total
                                                      Option Shares)
-------------------------------------------------------------------------------
<S>                                                       <C>
[From and after the date hereof]                           ____%

[From and after]                                           ____%

[From and after hereof]                                    ____%

[From and after hereof]                                    ____%

</TABLE>

Notwithstanding the foregoing, this option may not be exercised for fractional
Common Shares and this option may not be exercised for less than      Common
Shares at a time unless it is for the balance of the Option Shares available
hereunder.

          (b)  Notwithstanding Section 2(a) hereof, in the event of the 
Employee's termination of employment with the Company due to "Permanent
Disability" (as defined below) or death, this option shall immediately become
exercisable (to the extent not previously exercised) to the extent of 100% of
the total Option Shares.


                                        2


<PAGE>


          (c)  This option shall terminate as to any then unexercised options 
(and shall then forever lapse) on the tenth anniversary of the date hereof, or,
if earlier, upon the first to occur of any of the following:

               (i)  the effective date of the termination of the Employee's
          employment by the Company for "cause," which for purposes of this
          option shall have the same meaning as set forth in any separate
          employment agreement between the Employer and the Company or, in the
          absence of any such separate employment agreement, "cause" means
          termination because of

                    (1)  any act of fraud, embezzlement, theft or commission of
               a crime involving moral turpitude by the Employee;

                    (2)  any breach by the Employee of any material covenant,
               condition, or agreement in any employment agreement entered into
               with the Company;

                    (3)  any good faith finding by the Company that the Employee
               repeatedly failed to perform the Employee's required duties;
               provided that the Company shall have provided the Employee with
               notice of such failure to perform and shall have afforded the
               Employee a reasonable opportunity to cure (it being understood
               that compliance with the notice or cure provisions set forth in
               any written employment agreement with the Employee shall
               constitute reasonable actions on behalf of the Company); or


                                        3

<PAGE>


                    (4)  any chemical dependency by the Employee (other than in
               connection with medicines prescribed for the Employee). 

               (ii) 90 days following the termination of the Employee's
          employment by the Company for any reason other than death, Permanent
          Disability or "cause" (and, in any such case, then only to the extent
          the Employee could have exercised this option on the date of such
          termination); or

               (iii)     one year following the termination of the Employee's
          employment due to death or Permanent Disability.

          (d)  For purposes of this option, the Employee's employment will be
deemed to have been terminated due to Permanent Disability if such termination
is due to Employee's inability to perform his or her stated duties with the
Company, as confirmed by a physician acceptable to the Company specializing in
the area of medicine that is the subject of such disability, by reason of
illness, accident or other incapacity, for a period of more than 90 consecutive
days or 180 days during any consecutive 360 day period.

          (e)  This option shall not be affected by leaves of absence approved
in writing by the CEO of the Company or by any change of employment status so
long as the Employee continues to be an employee of the Company. Nothing in this
option shall confer on the Employee any right to continue in the employ of the
Company or to interfere with the right of the Company, subject to the terms of
any separate employment contract, if any, to the contrary, to terminate
Employee's employment at any time.


                                        4

<PAGE>


     3.   Exercise of Option.

          (a)  This option may be exercised only by appropriate notice in
writing delivered to the Secretary of RBC at its corporate headquarters in
Fairfield, Connecticut, and accompanied by:

               (i)  The full purchase price of the Option Shares purchased
          payable by a certified or cashier's check made payable to the order of
          the Company;

               (ii) An executed Stock Transfer Restriction Agreement (the "Stock
          Restriction Agreement") between the Company and the Employee or his
          successor in interest, whether determined by will or the laws of
          descent and distribution or otherwise, in the form attached hereto as
          Exhibit A, as the same may be modified from time to time, in RBC's
          discretion; and

               (iii) Such other documents or representations (including without
          limitation representations as to the intention of the Employee or his
          successor, or other purchaser under Section 6, to acquire the Option
          Shares for investment) as the Company may reasonably request in order
          to comply with securities, tax or other laws then applicable to the
          exercise of the option. 


          (b)  Payment of the option exercise price hereunder may, in the sole
discretion of the Company, be made by delivering (or certifying as to ownership)
certificates for Common Shares which have been held by Employee for at least six


                                        5

<PAGE>


months (or such longer period as RBC may deem necessary in order to avoid a
charge to earnings for financial reporting purposes) which are equal in value
(based on their Fair Market Value on the date of surrender) to such purchase
price or the portion thereof so paid). In addition, in the event Option Shares
are registered under the Securities Exchange Act of 1934, payment of the option
exercise price hereunder may, in the sole discretion of RBC, also be made by
delivering a properly executed exercise notice to RBC together with a copy of
irrevocable instructions to a broker to promptly deliver to RBC the necessary
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, RBC may enter into agreements for coordinated procedures with one or
more brokerage firms.

          (c)  The exercise of this option is conditioned upon the Employee
making arrangements satisfactory to the Company relating to any required
withholding taxes attributable to such exercise. The Company may, in its sole
discretion and subject to such rules and procedures as it may adopt, permit the
Employee to satisfy any tax withholding obligation, in whole or in part, by
electing to have the Company withhold Option Shares received in connection with
the exercise of this option having a Fair Market Value equal to the amount
required to be withheld.

     4.   Change of Control.

          (a)  In the event of a Change of Control, the Board may, in its sole
discretion by providing at least 30-days prior written notice to the Employee
(i) elect to cancel this option, unless theretofore (or concurrently with such
Change of Control) exercised, on the effective date of the Change of Control,
and/or (ii) accelerate the


                                        6

<PAGE>


exercisability of this option with respect to all or any portion of the Option
Shares that were not theretofore exercisable by operation of Section 2 above,
and/or (iii) require, in lieu of the exercise of this option, that the Employee
be provided with a cash payment as set forth in Section 4(c) hereof.

          (b)  For purposes of this option, a "Change of Control" shall occur: 


               (i)  upon the consummation of a sale, lease, exchange or other
          transfer or disposition by the Company of all or substantially all of
          the assets of the Company on a consolidated basis; provided, however,
          that the mortgage, pledge or hypothecation of all or substantially all
          of the assets of the Company on a consolidated basis, in connection
          with a bona fide financing shall not constitute a Change of Control;
          or

               (ii) when any "person," other than any shareholder having Voting
          Control as of June 23, 1997, (as such term is used in Sections 13(d)
          and 14(d) of the Securities Exchange Act of 1934 but excluding any
          Company sponsored employee benefit plan) becomes the "beneficial
          owner" (as defined in Rule 13d-3 of the Securities Exchange Act of
          1934 as in effect on date hereof), directly or indirectly, of Voting
          Control. For the purposes hereof "Voting Control" means owning more
          than 50% of the "voting power" of those of RBC's (or, for purposes of
          (iii) below of a corporation with which RBC shall have merged or
          consolidated) securities that have the right to elect the Board of
          Directors of RBC or such other corporation and otherwise direct the
          governance of RBC or such other corporation; or


                                        7

<PAGE>


               (iii) upon the consummation of a merger or consolidation in which
          any person (other than any shareholder having voting control as of
          June 23, 1997) will beneficially own immediately after the effective
          time of the merger or consolidation Voting Control of the surviving or
          new corporation; or 


          (c)  Pursuant to Section 4(a)(iii) hereof, in the event of a Change of
Control, the Company may, at its option, elect to pay in cash an amount equal to
the excess, if any, of (i) the Fair Market Value of each Option Share on the
date of exercise over (ii) the exercise price as provided herein, multiplied by
the number of Option Shares for which the option is exercised, less any required
withholding taxes. In the event of such election, the Company will make a
payment to the Employee, his estate, the person to whom the option passes by
will or by the laws of descent or distribution or the Employee's legal
representative or guardian, upon the effective date of the Change of Control and
the Company shall have no further liability of any kind to Employee.

     5.   Transferability of Option.

          (a)  Except as provided in Sections 5(b), this option is not
transferable by the Employee otherwise than by will or the laws of descent and
distribution, and is exercisable, during the Employee's lifetime, only by him or
her.

          (b)  Subject to the prior written consent of the Company, this option
may transferred, in whole or in part, only under the circumstances, and subject
to the terms and conditions, set forth in Section 2.5 of the Stock Restriction
Agreement.

     6.   Death of Employee. If the Employee dies while in the employ of the


                                        8

<PAGE>


Company, this option may be exercised in whole or in part and from time to time,
in the manner described in Section 3 hereof, by his estate or the person to whom
the option passes by will or the laws of descent and distribution, but only to
the extent that the Employee could have exercised it on the date of his death,
and only within a period of (a) twelve months next succeeding the Employee's
termination of employment due to death, or (b) ten years from the date hereof,
whichever period is shorter.

     7.   Delivery of Certificates. If at any time during the term of this
option the Company shall be advised by its counsel that Option Shares
deliverable upon exercise of this option are required to be registered under the
Federal Securities Act of 1933, as amended, or under applicable state securities
laws, or that delivery of the Option Shares must be accompanied or preceded by a
prospectus meeting the requirements of the Act or of any applicable state
securities laws, delivery of Option Shares by the Company may be deferred until
registration is effected or a prospectus is available or until an appropriate
exemption from registration is secured. The Employee shall have no interest in
the Option Shares covered by this option unless and until certificates for the
Option Shares are issued following the exercise of this option.

     8.   Adjustment Provisions.

          (a)  If RBC shall at any time change the number of issued Common 
Shares without new consideration to RBC by stock dividend, stock split,
recapitalization, reorganization, exchange of shares, liquidation, combination
or other change in corporate structure affecting the Common Shares, the total
number of shares available for options under this option shall be appropriately
adjusted and the exercise price hereunder shall


                                        9

<PAGE>


be adjusted so that the net value of such option shall not be changed, all of
the foregoing, including the appropriations of any such adjustment to be as
determined by the Board, in its sole discretion. It is specifically understood
that the provisions of this subsection (a) are intended to apply solely to
capital events that are independent of, and unrelated to, any transaction
involving the direct or indirect sale or issuance of securities of RBC for value
(and irrespective of the adequacy of the consideration so paid).

     (b)  In the case of any sale of assets, merger, consolidation, combination
or other corporate reorganization or restructuring of the Company with or into
another corporation which results in the outstanding Common Shares being
converted into or exchanged for different securities, cash or other property, or
any combination thereof (an "Acquisition"), subject to the provisions of this
option, the Employee shall have the right thereafter and during the term of the
option, to receive upon exercise thereof the Acquisition Consideration (as
defined below) receivable upon the Acquisition by a holder of the number of
Common Shares that might have been obtained upon exercise of the option or
portion thereof, as the case may be, immediately prior to the Acquisition. The
term "Acquisition Consideration" shall mean the kind and amount of securities,
cash or other property or any combination thereof receivable in respect of one
Option Share upon consummation of an Acquisition.

     9.   Applicable Plan. This option is granted under and is subject to the
terms and conditions of the Roller Bearing Holding Company, Inc. Stock Option
Plan (the "Plan") attached hereto as Exhibit B. Any capitalized terms not
defined herein shall be subject to the definitions set forth in the Plan.


                                       10


<PAGE>


     IN WITNESS WHEREOF, the Company has caused this option to be executed on
the date first above written.

ROLLER BEARING HOLDING COMPANY, INC.


By:
   ---------------------
         Its: President

ACCEPTED:

------------------------
         Employee

                , 199
----------------     --


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