AMENDED AND RESTATED EMPLOYEE EXCESS BENEFITS AGREEMENT

1.

Timken shall provide the following Excess Benefits:

(i)

the monthly pension the Employee would be entitled to receive under the 1984 Retirement Plan for Salaried Employees of The Timken Company and the Retirement Plan for Salaried Employees of The Timken Company (hereinafter the “Retirement Plans”) were it not for the limitations imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Sections 401 and 415 of the Internal Revenue Code of 1986, as amended (hereinafter collectively referred to as “the Code Limitations”), and

(ii)

the monthly pension he would actually receive under the Retirement Plans.

corresponding portion of the Excess Benefit under this Section 1(a) shall be determined by calculating such corresponding portion of the Excess Benefit that would be payable under Section 1(a) and that portion of the benefit that would be payable under the Retirement Plans at age 65 and then actuarially reducing such Excess Benefit from age 65 to the commencement date provided under this Agreement for the Excess Benefits. Any actuarial adjustments under this Section 1(a) shall be based on the “applicable mortality table,” as defined in Code Section 417(e)(3) and the “applicable interest rate” as defined in Code Section 417(e)(3), during the third calendar month (October) immediately preceding the first day of the calendar year in which the determination is made.

(i)

an amount equal to:

and Investment Pension (SIP) Plan and any other qualified defined contribution plans sponsored by Timken and the Post-Tax Savings Plan (the “Savings Plans”) as of December 31, 2008 but excluding amounts contributed by the Employee as of such date, such account balance being determined in the manner set forth in the next to last paragraph of this Section 1(c), plus (II) the account balance the Employee would have accumulated under the Savings Plans during the period beginning on January 1, 2009 and ending on the date that Excess Benefits are to commence under this Section 1(c), but excluding amounts contributed by the Employee during such period, such account balance being determined in the manner set forth in the next to last paragraph of this Section 1(c).

(ii)

1.75% of Final Average Earnings (as defined in the Retirement Plans without consideration of the pay limitation under Internal Revenue Code Section 401(a)(17) and based on a five non-consecutive year average) reduced by 1.25% of the Employee’s yearly primary Social Security amount, as estimated by the Company based on the provisions of the Social Security Act, payable at normal retirement date, the result multiplied by years of Continuous Service completed prior to January 1, 2004 (to a maximum of 40) with the product multiplied by 1.05.

(iii)

the benefit of the Employee shall be reduced by the total of (A) and (B) as follows:

The benefit to which the Employee is entitled to receive under this Section 1(c) shall commence, subject to Section 3, on the first day of the month following the later of (1) the Employee’s Termination of Employment, or (2) the Employee’s       birthday, and shall be paid in the form of a monthly annuity for the life of the Participant.

In the event the benefits described in Section 1(c)(iii) above are not payable immediately because the Employee has not met the service requirements in the Retirement Plans, for purposes of this section, the benefits will be reduced for early commencement in the same manner as if the Employee met the service requirement for immediate commencement.

For purposes of Section 1(c)(i)(B)(I), the account balances related to the Savings Plans will be determined by (y) assuming the Employee received in an account held for the Employee under the Savings Plans the maximum amount of matching contributions for each year he was an employee and eligible to participate in the Savings Plans and (z) using the actual contributions made by Timken for all other purposes to the Savings Plans. For purposes of Section 1(c)(i)(B)(II), the account balances related to the Savings Plans will be determined by assuming the Employee received in an account held for the Employee under the Savings Plans the maximum amount of matching contributions at the rate of 4.5% of the Employee’s Gross Earnings (as defined in the Savings Plans on the date hereof) for each year he was an employee and eligible to participate in the Savings Plans. For purposes of Section 1(c)(i)(B), interest will be credited to such account at a rate of eight percent (8%) per annum beginning at the end of the year to which the contributions are attributable. The monthly annuity will be that which could be purchased on the date of the Employee’s Termination of Employment with the account balance at the date that Excess Benefits are to commence under this Section 1(c) from an insurance company which at the time of purchase has the highest rating by A. M. Best assuming that the annuity is purchased with assets from a qualified retirement plan, is based on group rates, is on a no commission basis and is payable for the Employee’s lifetime, with no continuation after the Employee’s death.

Notwithstanding the foregoing provisions of this subsection (c), if the Employee’s benefit payable under this subsection (c) commences prior to attaining age 62, such benefit (before the reductions described in Sections 1(c)(i)(B) and 1(c)(iii) are made) shall be reduced by 4% for each year by which the commencement date of the benefit precedes age 62.

(d)

If a married Employee is eligible for a benefit under Section 1(c), his surviving spouse shall be entitled to a monthly benefit after the death of the Employee as follows:

(ii)

If a married Employee dies before the Employee has started to receive the benefit provided for under Section 1(c) but after having been an elected officer of Timken for five or more years, the Employee’s Surviving Spouse shall be entitled to a monthly benefit equal to 50% of the amount the Employee would have received pursuant to Section 1(c) if the Employee had commenced to receive that monthly benefit at the Surviving Spouse’s benefit commencement date specified below, determined by taking into account the Employee’s Final Average Earnings and years of Continuous Service as of the Employee’s date of death. The surviving spouse’s benefit payments pursuant to this subsection (ii) will commence on the first day of the month next following the later of (A) the Employee’s death, or (B) the date on which the Employee would have reached age            .

(iii)

Monthly payments to a surviving spouse pursuant to this Section 1(d) shall be made until the spouse’s death.