<PAGE>

                                                             Exhibit 10.43

               SUPPLEMENT NO. 2 dated as of June 3, 1998, to the PLEDGE 
           AGREEMENT dated as of June 23, 1997, among ROLLER BEARING COMPANY 
           OF AMERICA, INC., a Delaware corporation (the "Borrower"), each 
           subsidiary of the Borrower listed on Schedule I thereto (each such 
           subsidiary individually a "Subsidiary Pledgor" and collectively, 
           the "Subsidiary Pledgors"; the Borrower and Subsidiary Pledgors 
           are referred to collectively herein as the "Pledgors") and CREDIT 
           SUISSE FIRST BOSTON, a bank organized under the laws of 
           Switzerland, acting through its New York branch, as collateral 
           agent (in such capacity, the "Collateral Agent") for the Secured 
           Parties (as defined in the Credit Agreement referred to below)

      A. Reference is made to (a) the Credit Agreement dated as of June 23, 
1997, as amended by Amendment No. 1 dated as of April 15,1988 (as amended, 
supplemented or otherwise modified from time to time, the "Credit 
Agreement"), among the Borrower, the lenders from time to time party thereto 
(the "Lenders"), Credit Suisse First Boston, as administrative agent for the 
Lenders (in such capacity, the "Administrative Agent"), Collateral Agent, and 
issuing bank (in such capacity, the "Issuing Bank"), and (b) the Guarantee 
Agreement dated as of June 23, 1997 (as amended, supplemented or otherwise 
modified from time to time, the "Guarantee Agreement") among the Pledgors and 
the Collateral Agent.

      B. Capitalized terms used herein and not otherwise defined herein shall 
have the meanings assigned to such terms in the Credit Agreement.

      C. The Pledgors have entered into the Pledge Agreement in order to 
induce the Lenders to make Loans and the Issuing Bank to issue Letters of 
Credit.  Pursuant to Section 5.11 of the Credit Agreement, each Subsidiary of 
the Borrower that was not in existence or not a Subsidiary on the date of the 
Credit Agreement is required to enter into the Pledge Agreement as a 
Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary owns or 
possesses property of a type that would be considered Collateral under the 
Pledge Agreement.  Section 24 of the Pledge Agreement provides that such 
Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by 
execution and delivery of an instrument in the form of this Supplement.  The 
undersigned Subsidiary (the "New Pledgor") is executing this Supplement in 
accordance with the requirements of the Credit Agreement to become a 
Subsidiary Pledgor under the Pledge Agreement in order to induce the Lenders 
to make additional Loans and the Issuing Bank to issue additional Letters of 
Credit and as consideration for Loans previously made and Letters of Credit 
previously issued.

      Accordingly, the Collateral Agent and the New Pledgor agree as follows:

      SECTION 1. In accordance with Section 24 of the Pledge Agreement, the 
New Pledgor by its signature below becomes a Pledgor under the Pledge 
Agreement with the same force and effect as if originally named therein as a 
Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions 
of the Pledge Agreement applicable to it as a Pledgor thereunder and (b) 
represents and warrants that the representations and warranties made by it as 
a Pledgor thereunder are true and correct on and as of the date hereof.  In 
furtherance of the foregoing, the New Pledgor, as security for the payment 
and performance in full of the Obligations (as defined in the Pledge 
Agreement), does hereby create and grant to the Collateral Agent, its 
successors and assigns, for the benefit of the Secured Parties, their 
successors and assigns, a security interest in and lien on all of the New 
Pledgor's right, title and interest in and to the Collateral (as defined in 
the Pledge Agreement) of the New Pledgor.  Each reference to a "Subsidiary 
Pledgor" or a "Pledgor" in the Pledge Agreement shall be deemed to include 
the New Pledgor. The Pledge Agreement is hereby incorporated herein by 
reference.

<PAGE>



      SECTION 2. The New Pledgor represents and warrants to the Collateral 
Agent and the other Secured Parties that this Supplement has been duly 
authorized, executed and delivered by it and constitutes its legal, valid and 
binding obligation, enforceable against it in accordance with its terms.

      SECTION 3. This supplement may be executed in counterparts, each of 
which shall constitute an original, but all of which when taken together shall 
constitute a single contract. This Supplement shall become effective when the 
Collateral Agent shall have received counterparts of this Supplement that, 
when taken together, bear the signatures of the New Pledgor and the 
Collateral Agent.  Delivery of an executed signature page to this Supplement 
by facsimile transmission shall be as effect as delivery of a manually signed 
counterpart of this Supplement.

      SECTION 4. The New Pledgor hereby represents and warrants that set 
forth on Schedule I attached hereto is a true and correct schedule of all its 
Pledged Securities.

      SECTION 5. Except as expressly supplemented hereby, the Pledge 
Agreement shall remain in full force and effect.

      SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 7. In case any one or more of the provisions contained in this 
Supplement should be held invalid, illegal or unenforceable in any respect, 
neither party hereto shall be required to comply with such provision for so 
long as such provision is held to be invalid, illegal or unenforceable, but 
the validity, legality and enforceability of the remaining provisions 
contained herein and in the Pledge Agreement shall not in any way be affected 
or impaired. The parties hereto shall endeavor in good-faith negotiations to 
replace the invalid, illegal or unenforceable provisions with valid 
provisions the economic effect of which comes as close as possible to that of 
the invalid, illegal or unenforceable provisions.

      SECTION 8. All communications and notices hereunder shall be in writing 
and given as provided in Section 15 of the Pledge Agreement. All 
communications and notices hereunder to the New Pledgor shall be given to it 
in care of the Borrower.

      SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for 
its reasonable out-of-pocket expenses in connection with this Supplement, 
including the reasonable fees, other charges and disbursements of counsel for 
the Collateral Agent.

<PAGE>



      IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly 
executed this Supplement to the Pledge Agreement as of the day and year first 
above written.


                                 MILLER ACQUISITION CORP.,

                                   by /s/ Michael S. Gostomski
                                      -----------------------------------
                                      Name:  Michael S. Gostomski
                                      Title: Executive Vice President
                                             c/o Roller Bearing Company of
                                                 America, Inc.
                                                 60 Round Hill Road
                                                 Fairfield, CT 06430



                                 CREDIT SUISSE FIRST BOSTON, as
                                   Collateral Agent,

                                   by /s/ David W. Kratovil
                                      -----------------------------------
                                      Name:  David W. Kratovil
                                      Title: Director

                                   by /s/ Joel Glodowski
                                      -----------------------------------
                                      Name:  Joel Glodowski
                                      Title: Managing Director



<PAGE>



                                                                  Schedule 1 to
                                                               Supplement No. 2
                                                        to the Pledge Agreement




                        Pledged Securities of the New Pledgor
                        -------------------------------------

                                CAPITAL STOCK


<TABLE>
<CAPTION>


            Number of     Registered   Number and        Percentage of
Issuer      Certificate   Owner        Class of Shares   Shares
------      -----------   ----------   ---------------   -------------
<S>        <C>          <C>           <C>               <C>
None

</TABLE>


                               DEBT SECURITIES


<TABLE>
<CAPTION>


                      Principal
Issuer                 Amount       Date of Note         Maturity date
------               -----------    ------------        ---------------   
<S>                 <C>           <C>                  <C>    
None

</TABLE>