<PAGE>


                                                                     Exhibit 4.5

                      STOCK TRANSFER RESTRICTION AGREEMENT

         Stock Transfer Restriction Agreement, dated this ___ day of _______,
1998 by and among Roller Bearing Holding Company, Inc., a Delaware corporation
("Holdings"), William E. Myers, Jr. (the "Initial Party"), Dr. Michael J.
Hartnett ("Hartnett") and the Persons who by operation of Section 2.5 hereof
become a party hereto (collectively with the Initial Party, the "Stockholders"
and individually a "Stockholder").

         WHEREAS, the Initial Party is the owner of [_____________ shares (the
"Shares") of Class A Voting Common Stock of Holdings, par value $.01 per share
("Class A Common Stock" and collectively with any other common stock of any
class or series issued by Holdings, the "Common Stock") and warrants to purchase
________ shares of Class A Common Stock at $100.00 per share (the "Warrants")];

         WHEREAS, Holdings, Hartnett and the Stockholders desire to set forth
their agreement regarding certain matters relating to the Stockholders'
ownership of the [Shares and the Warrants], as well as (i) any shares of capital
stock or Derivative Securities that may be issued by Holdings and owned by any
of the Stockholders and (ii) any shares of Common Stock that may be issued by
Holdings to any of the Stockholders upon conversion, exchange or exercise of any
[Warrants or other] Derivative Securities, in each case whether currently owned
or hereinafter acquired, being collectively the "Securities").

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth and other good and valuable
consideration, the receipt and


<PAGE>


sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:

1.   DEFINITIONS

     As used herein, the following terms shall have the meanings indicated:

     1.1  "Affiliate" shall mean a Person controlled by, in control of, or under
common control with, another Person. For purposes of this definition, "control"
(including the correlative terms "controlled by", "in control of" and "under
common control with"), with respect to any Person, shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.

     1.2  "Derivative Securities" shall mean options, warrants (including the
Warrants) and other rights to subscribe for, and securities convertible into or
exchangeable or exercisable for, shares of Common Stock.

     1.3  "Fair Market Value" shall mean as to any property on any date, the
fair market value of such property on such date (without regard to any
liabilities to which such property may be subject) as determined in good faith
by the Board of Directors of Holdings, which determination shall, absent
manifest error and except as otherwise set forth in Section 2.3, be binding on
the Stockholders.

     1.4  "Initial Public Offering" shall mean the first underwritten public
offering of equity securities of Holdings pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Act"), for which
Holdings received not less than $25


                                        2

<PAGE>


million in gross proceeds and following which there is a public market for the
securities so offered.

     1.5  "Outstanding Shares" shall mean, at any given time, the sum of (i) all
outstanding shares of Common Stock and (ii) the aggregate number of shares of
Common Stock issuable upon the exercise, conversion or exchange, as applicable,
of outstanding Derivative Securities. Whenever in this Agreement reference is
made to ownership of Outstanding Shares, such phrase shall mean ownership of the
applicable underlying Common Stock and Derivative Securities in respect thereof.

     1.6  "Permitted Transferee" shall mean, with respect to any Person, (a) if
such Person is an individual, (i) a member of the Immediate Family of such
Person, or (ii) a trust or other similar legal entity for the primary benefit of
such Person and/or one or more members of his Immediate Family, or (iii) a
partnership, limited partnership, limited liability company, corporation or
other entity in which such Person and members of his Immediate Family possess
100% of the outstanding voting securities, (b) if such Person is a partnership
or limited liability company, the general partners, limited partners or members
thereof to whom securities of Holdings are Transferred on a pro rata basis in
accordance with the terms of the underlying partnership agreement or limited
liability company agreement and (c) if such Person is a corporation, any wholly
owned subsidiary of such corporation or parent of such corporation that wholly
owns such corporation. For purposes of this definition, "Immediate Family", with
respect to any individual, shall mean his brothers, sisters, spouse, children
(including adopted children), parents, parents-in-law, grandchildren, great
grandchildren and other lineal descendants and spouses of any of the foregoing.


                                        3

<PAGE>


     1.7  "Person" shall mean any natural person, corporation, organization,
partnership, association, joint-stock company, limited liability company, joint
venture, trust or government, or any agency or political subdivision of any
government.

     1.8  "Transfer" shall mean any direct or indirect, voluntary or 
involuntary, sale assignment, gift, encumbrance or other direct or indirect
transfer (whether outright or conditional) of any Securities or any interest
therein.

     1.9  Defined Terms

          The following terms are defined elsewhere in this Agreement in the
Sections and on the pages indicated:


<TABLE>
<CAPTION>

Defined Term                                 Section             Page
------------                                 -------             ----
<S>                                          <C>                 <C>
Act                                          1.4                 3
Affiliate                                    1.1                 2
Board                                        2.3(c)(i)           9
Cause                                        2.3(b)(ii)          8
Class A Common Stock                         Recitations         1
Common Stock                                 Recitations         1
Compelled Sale                               2.4(a)              12
Compelled Sale Notice                        2.4(b)              12
Compelled Sale Purchaser                     2.4(a)              11
controlled by                                1.1                 2
Credit Restriction                           2.3(c)(ii)          10
Derivative Securities                        1.2                 2
Fair Market Value                            1.3                 2
Hartnett                                     Introduction        1
Holdings                                     Introduction        1
Immediate Family                             1.6(c)              4
in control of                                1.1                 2
Initial Party                                Introduction        1
Initial Public Offering                      1.4                 3
Joinder Agreement                            2.5(b)              14
Objecting Party                              2.3(a)              6
Outstanding Shares                           1.5                 3
Permitted Transferee                         1.6                 3
Person                                       1.7                 4

</TABLE>

                                        4

<PAGE>

<TABLE>
<CAPTION>

Defined Term                                 Section             Page
------------                                 -------             ----
<S>                                          <C>                 <C>
Proposed Transferors                         2.4(a)              11
Repurchase Offer Notice                      2.3(a)              6
Securities                                   Recitations         1
Shares                                       Recitations         1
Stockholder                                  Introduction        1
Stockholders                                 Introduction        1
Transfer                                     1.8                 4
under common control with                    1.1                 2
Warrants                                     Recitations         1

</TABLE>


2.   TRANSFER RESTRICTIONS

     2.1  Legends. None of the Securities, including shares of Common Stock
underlying the Warrants, has been (or will have been at the time of issuance)
registered under the Act. Certificates representing the Shares, the Warrants,
and upon exercise of the Warrants, the shares of Common Stock issuable at such
time, shall bear the following legend:

     The securities represented by this certificate have not been registered
     under the Securities Act of 1933, as amended ("Act"), and may not be
     offered or sold except pursuant to (i) an effective registration statement
     under the Act or (ii) an exemption from registration under such Act (which,
     if requested by the issuer, shall be accompanied by an opinion of counsel
     to such effect reasonably satisfactory to the issuer). 

     2.2 Restrictions on Transfer of Securities. Except as otherwise provided 
for in this Article 2, no Stockholder shall Transfer any Securities without 
the prior written consent of Holdings.

     2.3  Purchase on Death or Termination of Employment. Upon the death of the
Initial Party or the termination of the employment of the Initial Party by
Holdings or any subsidiary of Holdings (provided that the Initial Party is not,
following such employment termination, an employee of Holdings or any subsidiary
of Holdings) for any reason whatsoever, Holdings shall have the right (but not
the obligation), exercisable upon notice given not more than one hundred and
twenty (120) days following the date of such death or


                                        5

<PAGE>


termination of employment, to repurchase all, but not less than all, of the
Securities (whether owned by the Initial Party or any Permitted Transferee of
the Initial Party) at the Fair Market Value therefor as of the last day of the
fiscal quarter immediately preceding such date of termination or death.

          (a)  If Holdings elects to exercise its rights to repurchase
Securities under this Section 2.3, it shall deliver to each Stockholder (or the
administrator of the estate of any deceased Stockholder) a notice of its
election to so exercise (the "Repurchase Offer Notice"), which notice shall set
forth Holdings' determination of the Fair Market Value of the Securities. If,
within five (5) business days following delivery of the Repurchase Offer Notice,
the Initial Party (or the administrator of the Initial Party's estate, the
"Objecting Party") delivers a notice to Holdings disputing Holdings'
determination of Fair Market Value, Holdings and the Objecting Party shall
endeavor in good faith to agree upon a mutually acceptable determination of Fair
Market Value of the Securities. Failure by the Objecting Party to object within
such five (5) business day period shall be deemed to be acceptance of Holdings'
determination of Fair Market Value and a waiver of any right to object thereto.
If, within ten (10) days following delivery of a notice disputing Holdings'
determination of Fair Market Value, Holdings and the Objecting Party are not
able to agree upon the Fair Market Value of the Securities, Holdings shall
retain a nationally recognized accounting, investment banking or other firm,
reasonably acceptable to the Objecting Party, experienced in the valuation of
assets similar to the Securities, to value the Securities. The determination of
such expert shall be binding upon Holdings and the Stockholders and the expenses
of retaining such expert shall be borne equally by Holdings and the Objecting
Party, provided,


                                        6

<PAGE>


however, that, within ten (10) days following delivery of the determination of
such expert to Holdings, Holdings shall have the right to withdraw its offer to
repurchase the Securities and elect not to exercise its rights under this
Section 2.3. If Holdings' offer to repurchase the Securities is not withdrawn as
provided above, the closing of the repurchase by Holdings of the Securities
shall take place on the date specified in the Repurchase Offer Notice, which
date shall not be earlier than ten (10), or later than ninety (90), days
following delivery of the Repurchase Offer Notice, provided, however, that, if
the Objecting Party shall have objected to Holdings' determination of Fair
Market Value of the Securities, the closing of the repurchase of the Securities
shall take place on a date specified by Holdings that shall be not less than ten
(10), nor more than sixty (60), days following the final determination of such
Fair Market Value, and provided further, however, that, if the closing of the
repurchase of Securities shall be deferred by operation of Section 2.3(c)
hereof, the closing of the repurchase of Securities shall take place on a date
specified by Holdings that shall be not less than ten (10), nor more than sixty
(60), days following the date such deferral terminates.

          (b)  (i)  Payment for the Securities repurchased by Holdings pursuant
to this Section 2.3 shall be as follows:

                    (A)  If the event giving rise to Holdings' right to
               repurchase under this Section 2.3 shall be a termination of the
               Initial Party's employment for Cause, payments shall be made in
               five equal annual payments on the first through the fifth
               anniversaries of the date of the closing of such repurchase (or
               such shorter period as Holdings may choose and set forth in the
               Repurchase Offer Notice) with interest thereon as set forth in
               Section 2.3(d) hereof; or


                                        7

<PAGE>


                    (B) If the event giving rise to Holdings' right to
               repurchase under this Section 2.3 shall be anything other than a
               termination of the Initial Party's employment for Cause, payments
               shall be made in three equal annual payments on the first, second
               and third anniversaries of the date of the closing of such
               repurchase (or such shorter period as Holdings may choose and set
               forth in the Repurchase Offer Notice) with interest thereon as
               set forth in Section 2.3(d) hereof;

provided, however, that Holdings shall have the right to prepay any such
amounts, in whole or in part, at any time without penalty or premium.

          (ii) As used herein "Cause" shall mean:

                    (A) any act of fraud, embezzlement, theft or commission of a
               crime involving moral turpitude by the Initial Party;

                    (B) any breach by the Initial Party of any material
               covenant, condition, or agreement in any employment agreement
               entered into with Holdings or any subsidiary of Holdings;

                    (C) any good faith finding by Holdings (or the subsidiary of
               Holdings that employed the Initial Party) that the Initial Party
               repeatedly failed to perform the Initial Party's required duties;
               provided that Holdings (or such employing subsidiary) shall have
               provided the Initial Party with notice of such failure to perform
               and have afforded the Initial Party 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
               Initial Party shall


                                        8

<PAGE>


               constitute reasonable actions on behalf of Holdings (or such
               employing subsidiary)); or

                    (D) any chemical dependency by the Initial Party (other than
               in connection with medicines prescribed for the Initial Party).

          (c)  (i)  Holdings' obligation to close the repurchase of, or make any
payments (including any payments of interest) for, the Securities repurchased
pursuant to this Section 2.3 shall be qualified, as hereinafter provided, in the
event of the existence of a Credit Restriction. In the event of a Credit
Restriction, Holdings may, at its option, defer (without penalty or premium) the
closing of the repurchase of the Securities or all or any portion of any
payments otherwise due, until such time as such closing or payment, in the
opinion of the Board of Directors of Holdings (the "Board") is no longer subject
to such Credit Restriction. The obligation to close the repurchase of, or make
payments for, the Securities repurchased pursuant to this Section 2.3 shall be
tolled during any period of deferral provided for above, and such repurchase
shall be closed or such payments shall (re)commence following such deferral on
the same schedule as provided in Section 2.3(b) hereof (but with all time frames
for payments extended for the period of deferral, i.e. with no acceleration of
payments in respect of payments that were due during such period of deferral);
provided that interest on the purchase price for the Securities repurchased (or
to be repurchased if the closing of the repurchase is deferred by reason of the
Credit Restriction) pursuant to this Section 2.3 shall accrue during such period
of deferral at the rate set forth in Section 2.3(d) hereof and shall be paid as
set forth in said Section 2.3(d). If the closing of the repurchase was deferred
by


                                        9

<PAGE>



reason of the Credit Restriction, interest shall accrue, as aforesaid, beginning
on the 91st day following delivery of the Repurchase Offer Notice.

               (ii) As used herein, a "Credit Restriction" shall be deemed to
exist if any provision of any agreement with lenders to Holdings or holders of
debt securities of Holdings (or lenders to, or holders of debt securities of,
any subsidiary of Holdings), (A) restricts or limits Holdings' right to effect
such repurchase or make any such payment, (B) restricts or limits the right of
Holdings' subsidiaries to transfer (by way of dividend or otherwise) to Holdings
the funds necessary to make such repurchase or payment, or (C) provides that the
closing of such repurchase or making of any such payment would (x) restrict the
right of Holdings or any of its subsidiaries to borrow any funds under such
agreements, (y) result in a default thereunder or (z) otherwise result in an
adverse affect on Holdings or any of its subsidiaries under such agreements, in
each case as reasonably determined by the Board, whose determination shall be
binding on the parties hereto.

          (d)  Interest on the unpaid portion of the purchase price for the
Securities repurchased pursuant to this Section 2.3 shall accrue at a variable
rate constituting the prime rate published by Holding's primary bank lender
(from time to time) from the date of the closing of such repurchase until
payment therefor is made. Each payment by Holdings pursuant to this Section 2.3
shall include all accrued and unpaid interest to the date of such payment on the
then unpaid portion of the purchase price for the Securities repurchased
pursuant to this Section 2.3. Interest accrued during any period of deferral
(pursuant to (c) above) shall be paid as follows:


                                       10

<PAGE>


               (i)  If the closing of the repurchase is deferred, such accrued
          interest shall be added to the purchase price for the Securities
          otherwise established hereunder, and shall be paid, together with
          accrued interest thereon, as set forth in Section 2.3(b) hereof;

               (ii) If the closing of the repurchase had previously taken place,
          but payments under Section 2.3(b) hereof are deferred, such accrued
          interest shall effectively be capitalized over the remaining term of
          repayment set forth in Section 2.3(b) hereof, to be repaid, together
          with interest thereon, in the same fashion as the then balance of the
          original principal amount. (e) Notwithstanding anything else in this
          Agreement to the contrary,

Holdings shall have the right to assign, in whole or in part, to any other party
its right to repurchase Securities under this Section 2.3.

     2.4  Right to Compel Sale.

          (a)  If Hartnett and his Permitted Transferees (the "Proposed
Transferors"), wish to sell all, and not less than all, of the Common Stock or
Derivative Securities then owned by the Proposed Transferors on such date, to
any bona fide independent third party other than an Affiliate or a Permitted
Transferee of such Proposed Transferors (the "Compelled Sale Purchaser"), and if
such Compelled Sale Purchaser requires, as a condition to acquiring such Common
Stock or Derivative Securities upon terms acceptable to the Proposed
Transferors, that the Stockholders sell to such Compelled Sale Purchaser all,
and not less than all, of the Securities, then each Stockholder shall be
obligated to join and fully cooperate in the sale together with the concurrent
sale by the Proposed Transferors (a


                                       11

<PAGE>


"Compelled Sale") of all of its respective Securities to the Compelled Sale
Purchaser, subject to the following:

               (i) The terms and conditions applicable to the sale of the
          Securities shall be identical to those applicable to the sale of the
          securities by the Proposed Transferors, including, without limitation,
          the amount and nature of consideration and the same representations,
          indemnities and the like required of the Proposed Transferors.

               (ii) Notwithstanding the foregoing, any liability of any
          Stockholder in connection with such sale shall be (A) several and not
          joint and several, (B) shall be limited to the proceeds actually
          received by such Stockholder, and, (C) in any event except for any
          liability occasioned by the specific wrongdoing of any Person, the
          liability of the Proposed Transferors and the Stockholders shall be
          further limited to damages occasioned by the breach of the
          representations and warranties made by them (which, in the case of the
          Stockholders, shall only include representations and warranties as to
          their ownership of the Securities being sold and other matters
          specifically applicable to them and their Securities) and damages
          arising under any indemnity or escrow provisions that are limited to
          their proportion of the aggregate proceeds received by all of them.

          (b)  The Proposed Transferors shall notify each Stockholder in
writing of a Compelled Sale (a "Compelled Sale Notice"), which Compelled Sale
Notice shall set forth all of the material terms and conditions of the Compelled
Sale, including, without limitation, the proposed amount and nature of
consideration and all other material terms and conditions, including the date of
the proposed Transfer and all applicable representations, indemnities and other
contract provisions. Each Stockholder shall execute and deliver to the Proposed


                                       12

<PAGE>


Transferors within five (5) business days after delivery to such Stockholder 
for such execution, all documents required to be executed by such Stockholder 
in order to consummate such Compelled Sale, subject to the limitations on 
liability contained in Section 2.4(a)(ii) hereof. Further, and in any event, 
each Stockholder hereby appoints the Secretary of Holdings as its 
attorney-in-fact to execute any and all documents and instruments and take 
all actions reasonably necessary to Transfer the Securities owned by such 
Stockholder in order to effect the terms of this Section 2.4, which power of 
attorney may only be exercised if the Compelled Sale complies with all of the 
terms of this Section 2.4. It is understood and agreed that the appointment 
of the Secretary of Holdings as the attorney-in-fact of each Stockholder for 
the purposes set forth above is coupled with an interest and is irrevocable.

          (c)  Upon consummation of the sale of the Securities to the
Compelled Sale Purchaser pursuant to the Compelled Sale, the Compelled Sale
Purchaser shall (i) notify each Stockholder of such completion and shall furnish
such evidence of said sale (including time of completion) and of the terms
thereof as any of the Stockholders may reasonably request, and (ii) remit to
each Proposed Transferor and each Stockholder the consideration for the total
sales price of Common Stock and Derivative Securities of such party sold
pursuant thereto, against delivery by such party of such evidences of ownership
of such party's Common Stock and Derivative Securities as may be requested by
the Compelled Sale Purchaser, and the compliance by such party with any other
conditions to closing generally applicable to all Proposed Transferors and
Stockholders.

          (d)  If any Compelled Sale Offer is withdrawn, or terminated
for any reason, prior to consummation, the Proposed Transferors shall, without
prejudice to their (or any


                                       13

<PAGE>


other Proposed Transferor's) rights hereunder to deliver a subsequent Compelled
Sale Notice, return to each Stockholder all documentation which such Stockholder
had previously delivered to the Proposed Transferor in connection with such
Compelled Sale Offer.

     2.5  Transfers to Permitted Transferees. (a) Notwithstanding anything
contained in this Article 2 to the contrary, each Stockholder may Transfer any
or all Common Stock or Derivative Securities owned by such Person to Permitted
Transferees of the Initial Party.

          (b)  Any Transfer to a Permitted Transferee pursuant to Section
2.6(a) hereof, shall be conditioned in each such case upon any such Transferee
first entering into a joinder agreement (a "Joinder Agreement"), in the form
attached hereto as Exhibit A, pursuant to which such Transferee, and the Common
Stock or Derivative Securities acquired, shall become subject to the terms and
conditions of this Agreement, including those contained in Section 2.5(c)
hereof.

          (c)  Upon any Transfer by a Stockholder and the execution of a
Joinder Agreement, each Transferee, and the Securities acquired by it, shall be
subject to all of the limitations and obligations set forth in this Article 2,
and, except as set forth in clause (ii) below, shall obtain the benefits and
rights of a Stockholder hereunder, with respect to the Securities so acquired,
pursuant to this Article 2.

          (d)  In the event that a Stockholder Transfers any of its
Securities hereunder, until notice thereof shall have been delivered by such
Stockholder to Holdings and Hartnett (i) any notices to be given to such
Transferees shall be deemed given if delivered to the Transferor Stockholder,
(ii) a notice from any such Transferee shall be deemed delivered only if
delivered by such Transferor Stockholder, (iii) Holdings and Hartnett shall be
permitted to


                                       14

<PAGE>


rely upon any notice given by such Transferor Stockholder as containing the
intentions of its Transferees, and (iv) where applicable, such Transferees shall
share any rights contained in this Agreement as they shall deem appropriate, and
as reflected by any notices provided by such Transferor Stockholder. If the
Initial Party Transfers all of its Securities it may designate, by written
notice to Holdings and all other stockholders, a successor Person to give and
accept notices, on behalf of all Transferees of the Initial Party, as set forth
herein.

     2.6  Termination on Initial Public Offering. The restrictions on Transfer
of Common Stock and Derivative Securities and the other rights, restrictions and
obligations contained in this Article 2 shall terminate and be of no further
force and effect following an Initial Public Offering.

     2.7  Transfers Not in Compliance Void. Any purported Transfer of Securities
owned by a Stockholder that is not in compliance with this Agreement shall be
null and void and of no force and effect whatsoever. Accordingly, such Transfer
shall not be reflected on the books of Holdings and Holdings will not recognize
any such proposed transferee as the holder of any such Securities. 3.
TERMINATION; AMENDMENT

     3.1  Termination; Amendment.

          (a)  This Agreement may be terminated and the terms hereof
amended at any time only by the execution of a written instrument signed on
behalf of Holdings, Hartnett and either (i) the Initial Party or (ii) the
Holders of not less than 67% of the aggregate Outstanding Shares held by the
Stockholders.


                                       15

<PAGE>


          (b)  In the event of the termination of this Agreement, this
Agreement shall forthwith become void and have no effect, without any liability
on the part of any party hereto or any of their directors, officers, partners or
stockholders.

4.   MISCELLANEOUS

     4.1  Notices.

          Any notice, request, instruction, or other communication to be given
hereunder by any party to another shall be in writing and shall be deemed to
have given if delivered by hand or sent by telecopier (transmission confirmed),
certified or registered mail (return receipt requested), postage prepaid, or by
overnight express service, addressed to the respective party or parties: (i) if
to a Stockholder or successor thereto, at the address for such party in the
books and records of Holdings, (ii) if to Holdings at the following address:

                                 Roller Bearing Holding Company, Inc.
                                 60 Round Hill Road
                                 P.O. Box 430
                                 Fairfield, Connecticut 06430-0430
                                 Telecopier: 203-256-0775
                                 Attention: Chief Executive Officer

     with a copy (which shall
     not constitute notice) to:  McDermott, Will & Emery
                                 50 Rockefeller Plaza
                                 New York, New York 10020
                                 Telecopier: 212-547-5444
                                 Attention: C. David Goldman, Esq.


                                       16

<PAGE>


and (iii) if to Hartnett:

                                  Dr. Michael J. Hartnett
                                  c/o Roller Bearing Company of America, Inc.
                                  60 Round Hill Road
                                  P.O. Box 430
                                  Fairfield, Connecticut 06430-0430
                                  Telecopier: 203-256-0775

      with a copy (which shall
      not constitute notice) to:  McDermott, Will & Emery
                                  50 Rockefeller Plaza
                                  New York, New York 10020
                                  Telecopier: 212-547-5444
                                  Attention: C. David Goldman, Esq.

or to such other address or addresses as any party may designate to the others
by like notice as set forth above. Any notice given hereunder shall be deemed
given and received on the date of hand delivery or transmission by telecopier,
three days after mailing by certified or registered mail or one day after
delivery to an overnight express service for next day delivery, as the case may
be.

     4.2  Entire Agreement. This Agreement contains the entire agreement between
the parties hereto with respect to the subject matter contemplated hereby.

     4.3  Captions. The captions of the various Articles and Sections of this
Agreement have been inserted only for convenience of reference and shall not be
deemed to modify, explain, enlarge or restrict any provision of this Agreement
or affect the construction hereof.

     4.4  No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the parties hereto and their respective heirs, personal
representatives, legal representatives, and successors, any rights or remedies
under or by reason of this Agreement.


                                       17

<PAGE>


     4.5  Remedies Cumulative. No remedy made available by any of the provisions
of this Agreement is intended to be exclusive of any other remedy, and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity.

     4.6  Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT
GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICTS OF LAWS.

          (b) The parties hereto hereby agree that any action, proceeding or 
claim against it arising out of, or relating in any way to, this Agreement may
be brought and enforced in the courts of the State of New York or of the United
States of America for the Southern District of New York, and irrevocably submits
to such jurisdiction for such purpose. The parties hereto hereby irrevocably
waive any objection to such jurisdiction or inconvenient forum. Any such process
or summons to be served upon any of the parties hereto (at the option of the
party bringing such action, proceeding or claim) may be served by transmitting a
copy thereof, by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 4.1 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
party so served in any action, proceeding or claim. Nothing herein shall affect
the right of any party hereto to serve process


                                       18

<PAGE>


in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any other party in any other jurisdiction.

     4.7  Assignment. Except as otherwise set forth in this Agreement, neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.

     4.8  Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered one and the same agreement and
shall become effective when a counterpart has been signed by each of the parties
and delivered to the other party, it being understood that all parties need not
sign the same counterpart.


                                       19

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         IN WITNESS WHEREOF, the parties hereto have executed this Stockholders'
Agreement as of the date set forth above.

                                  ROLLER BEARING HOLDING COMPANY, INC.        
                               
                                  By: 
                                      -----------------------------------------
                                      Name:
                               
                                      Title:
                               
                                  ---------------------------------------------
                                                Dr. Michael J. Hartnett
                               
                                  ---------------------------------------------
                                                William E. Myers, Jr.
                        

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