AMENDMENT NO. 1 TO THE TIMKEN COMPANY SEVERANCE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1 TO
THE TIMKEN COMPANY SEVERANCE AGREEMENT

          This Amendment No. 1 is effective as of August 3, 2009, by and between The Timken Company, an Ohio corporation (the “Company”), and                      (“Employee”) and hereby amends the Severance Agreement dated                      by and between the Company and Employee (the “Agreement”).

Words and phrases used herein with initial capital letters that are defined in the Agreement are used herein as so defined.

I.

          Section 1 of the Agreement is hereby amended by inserting a new subsection 1.16a as follows:

“1.16a Sale Termination : The term “Sale Termination” shall mean a Termination of Employment with the Company or a Subsidiary of the Company in connection with:

     (a) a sale by the Company or a Subsidiary of the Company of a plant or other facility or property or assets; or

     (b) a sale of the ownership of the Company or a Subsidiary of the Company,

when the acquiror in such sale described in subsection (a) or (b) or its affiliate makes an offer of employment to the Employee in connection with such sale. Notwithstanding the foregoing, a Termination of Employment shall not be a Sale Termination if such Termination of Employment occurs during the Limited Period or during the 90 days prior to a Change in Control under the circumstances described in Section 4.1(a).”

II.