S-3/A

As filed with the Securities and Exchange Commission on February 10, 2003

Registration Statement No. 333-100731

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

Amendment No. 5

to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

The Timken Company

(Exact Name of Registrant as Specified in its Charter)

Ohio	34-0577130
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

The Timken Company

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

(330) 438-3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Scott A. Scherff

Corporate Secretary and Assistant General Counsel

The Timken Company

1835 Dueber Avenue, S.W.

Canton, Ohio 44706-2798

(330) 438-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies To:

Christopher M. Kelly

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

(216) 586-3939

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    þ

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.     Other Expenses of Issuance and Distribution.

      The following is a list of the estimated expenses of the issuance and distribution of the securities being registered, other than any underwriting discounts or commissions, all of which are payable by The Timken Company (the “registrant,” “we” or “us”).

SEC registration fee		$	82,800
Legal fees and expenses			500,000
Accounting fees and expenses			250,000
Listing fees and expenses			44,275
Trustees’, registrant and transfer agents’, warrant agents and depositaries’ fees and expenses			5,000
Printing fees (including freight)			100,000
Blue Sky fees and expenses			5,000
Miscellaneous			12,925
	Total	$	1,000,000

      All of the above items, except for the SEC registration fee, are estimates.

Item 15.     Indemnification of Directors and Officers

      Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees and agents within prescribed limits and must indemnify them under certain circumstances. Ohio law does not provide statutory authorization for a corporation to indemnify directors, officers, employees and agents for settlements, fines or judgments in the context of derivative suits. However, it provides that directors (but not officers, employees and agents) are entitled to mandatory advancement of expenses, including attorneys’ fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that his act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard of the corporation’s best interests.

      Ohio law does not authorize payment of judgments to a director, officer, employee or agent after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is permitted, however, to the extent such person succeeds on the merits. In all other cases, if a director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, indemnification is discretionary except as otherwise provided by a corporation’s articles, code of regulations or by contract except with respect to the advancement of expenses of directors.

      Under Ohio law, a director is not liable for monetary damages unless it is proved by clear and convincing evidence that his action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees or agents of a corporation. The statutory right to indemnification is not exclusive in Ohio, and Ohio corporations may, among other things, procure insurance for such persons.

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      Article IV of our Amended Regulations provides that we shall indemnify our directors, officers and employees, and may indemnify our agents, to the fullest extent permitted by law under various conditions and subject to various qualifications, and reads as follows:

      SECTION 1.     Indemnification

      The Corporation shall indemnify, to the fullest extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director, officer or employee) of the Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine, and provided, further, that the Corporation shall not be required hereby to indemnify any person with respect to any action, suit or proceeding that was initiated by such person unless such action, suit or proceeding was initiated by such person to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the Articles of Incorporation or any agreement, vote of shareholders of disinterested Directors or otherwise, both as to action in official capacities and as to action in another capacity while he is a Director, officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

      SECTION 2.     Insurance

      The Corporation may, to the full extent then permitted by law, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article IV against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

      SECTION 3.     Indemnification Agreements

      The Corporation may, to the fullest extent then permitted by law, enter into indemnification agreements with any person described in Section 1 of this Article IV.”

      We have entered into contracts with some of our directors and officers that indemnify them against many of the types of claims that may be made against them. We also maintain insurance coverage for the benefit of directors and officers with respect to many types of claims that may be made against them, some of which may be in addition to those described in our Amended Regulations.

Item 16.     Exhibits and Financial Statement Schedules

      (a) Exhibit

Exhibit
Number			Description of Document
	1.1	***	Form of underwriting agreement relating to the common stock.
	1.2	***	Form of underwriting agreement relating to the senior unsecured notes.
	4.1		Amended Articles of Incorporation of the registrant, incorporated by reference to Exhibit 4(a) to the registrant’s Form S-8, dated April 16, 1996 (File No. 333-02553).
	4.2		Amended Regulations of the registrant, incorporated by reference to the registrant’s Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-01169).
	4.3	**	Form of Indenture relating to debt securities.
	4.4	**	Form of    % Notes due      .

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Exhibit
Number			Description of Document
	4.5	*	Form of Warrant Agreement for equity securities.
	4.6	*	Form of Warrant Agreement for debt securities.
	4.7	*	Form of Warrant Certificate for equity securities (to be included in Exhibit 4.5).
	4.8	*	Form of Warrant Certificate for debt securities (to be included in Exhibit 4.6).
	4.9	*	Form of Deposit Agreement.
	4.1	0*	Form of Share Purchase Contract.
	5.1	**	Opinion of Jones Day.
	5.2	**	Opinion of Jones Day with respect to the common stock and senior unsecured notes.
	12.1	**	Computation of Ratio of Earnings to Fixed Charges.
	23.1	**	Consent of Ernst & Young LLP.
	23.2	**	Consent of Jones Day (contained in Exhibit 5.1).
	23.3	**	Consent of Jones Day (contained in Exhibit 5.2).
	23.4	**	Consent of PricewaterhouseCoopers LLP.
	24.1	**	Power of Attorney.
	25.1	**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the trustee under the indenture relating to the debt securities.
	99.1	**	Schedule II—Valuation and qualifying accounts of The Timken Company and subsidiaries for the three years ended December 31, 2001.
	99.2	**	Consent of Joseph W. Ralston.

*	To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934 and incorporated herein by reference.
**	Previously filed.
***	Filed herewith.

(b)  Financial Statement Schedules

      The consolidated financial statement Schedule II—Valuation and qualifying accounts of The Timken Company and subsidiaries is for the three years ended December 31, 2001 filed as an exhibit to this Registration Statement. All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission (“SEC”) are not required under the related instructions or are inapplicable, and therefore have been omitted.

Item 17.     Undertakings.

      The undersigned registrant hereby undertakes:

      1.     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”),

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

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      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in this Registration Statement.

      2.     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      3.     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      4.     That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s manual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      5.     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      6.     That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

      7.     That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      8.     To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, the State of Ohio, on February 10, 2003.

THE TIMKEN COMPANY

By:  /s/ WILLIAM R. BURKHART

Name: William R. Burkhart

Title: Senior Vice President and General Counsel

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, or amendment thereto, has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James W. Griffith	President, Chief Executive Officer and Director (Principal Executive Officer)	February 10, 2003
* Glenn A. Eisenberg	Executive Vice President — Finance and Administration (Principal Financial and Accounting Officer)	February 10, 2003
* W.R. Timken Jr.	Director and Chairman	February 10, 2003
* Stanley C. Gault	Director	February 10, 2003
* John A. Luke, Jr.	Director	February 10, 2003
* Robert W. Mahoney	Director	February 10, 2003
* Jay A. Precourt	Director	February 10, 2003
* W.J. Timken, Jr.	Director	February 10, 2003
* John M. Timken, Jr.	Director	February 10, 2003
W.J. Timken	Director

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Signature	Title	Date
* Joseph F. Toot, Jr.	Director	February 10, 2003
* Martin D. Walker	Director	February 10, 2003
* Jacqueline F. Woods	Director	February 10, 2003

*  The undersigned, pursuant to a Power of Attorney executed by each of the directors and officers identified above and filed with the SEC, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of each of the persons noted above, in the capacities indicated.

By:  /s/ WILLIAM R. BURKHART

Name: William R. Burkhart

Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number			Description of Document
	1	.1***	Form of underwriting agreement relating to the common stock.
	1	.2***	Form of underwriting agreement relating to the senior unsecured notes.
	4	.1	Amended Articles of Incorporation of the registrant, incorporated by reference to Exhibit 4(a) to the registrant’s Form S-8, dated April 16, 1996 (File No. 333-02553).
	4	.2	Amended Regulations of the registrant, incorporated by reference to the registrant’s Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-01169).
	4	.3**	Form of Indenture relating to debt securities.
	4	.4**	Form of      % Notes due      .
	4	.5*	Form of Warrant Agreement for equity securities.
	4	.6*	Form of Warrant Agreement for debt securities.
	4	.7*	Form of Warrant Certificate for equity securities (to be included in Exhibit 4.5).
	4	.8*	Form of Warrant Certificate for debt securities (to be included in Exhibit 4.6).
	4	.9*	Form of Deposit Agreement.
	4	.10*	Form of Share Purchase Contract.
	5	.1**	Opinion of Jones Day.
	5	.2**	Opinion of Jones Day with respect to the common stock and senior unsecured notes.
	12	.1**	Computation of Ratio of Earnings to Fixed Charges.
	23	.1**	Consent of Ernst & Young LLP.
	23	.2**	Consent of Jones Day (contained in Exhibit 5.1).
	23	.3**	Consent of Jones Day (contained in Exhibit 5.2).
	23	.4**	Consent of PricewaterhouseCoopers LLP.
	24	.1**	Power of Attorney.
	25	.1**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the trustee under the indenture relating to the debt securities.
	99	.1**	Schedule II—Valuation and qualifying accounts of The Timken Company and subsidiaries for the three years ended December 31, 2001.
	99	.2**	Consent of Joseph W. Ralston.

*  To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934 and incorporated herein by reference.

**  Previously filed.

***  Filed herewith.

EX-1.1 3 l98339exv1w1.txt FORM OF UNDERWRITING AGREEMENT - -------------------------------------------------------------------------------- Exhibit 1.1 THE TIMKEN COMPANY (an Ohio corporation) 11,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: February -, 2003 - -------------------------------------------------------------------------------- Table of Contents PURCHASE AGREEMENT SECTION 1. Representations and Warranties............................................................... 3 (a) Representations and Warranties by the Company................................................ 3 (i) Compliance with Registration Requirements............................................. 3 (ii) Incorporated Documents................................................................ 4 (iii) Independent Accountants............................................................... 4 (iv) Financial Statements.................................................................. 4 (v) No Material Adverse Change in Business................................................ 5 (vi) Good Standing of the Company.......................................................... 5 (vii) Good Standing of Subsidiaries......................................................... 6 (viii) Good Standing of Torrington........................................................... 6 (ix) Capitalization of the Company......................................................... 6 (x) Authorization of Agreement............................................................ 7 (xi) Acquisition Agreement................................................................. 7 (xii) Authorization and Description of Securities........................................... 7 (xiii) Absence of Defaults and Conflicts..................................................... 7 (xiv) Distributions and Dividend Payments................................................... 8 (xv) Internal Controls..................................................................... 9 (xvi) Absence of Labor Dispute.............................................................. 9 (xvii) Absence of Proceedings................................................................ 9 (xviii) Possession of Intellectual Property................................................... 9 (xix) Absence of Further Requirements....................................................... 10 (xx) Possession of Licenses and Permits.................................................... 10 (xxi) Title to Property..................................................................... 10 (xxii) Investment Company Act................................................................ 11 (xxiii) Registration Rights................................................................... 11 (xxiv) Environmental Laws.................................................................... 11 (b) Officer's Certificates....................................................................... 12 SECTION 2. Sale and Delivery to Underwriters; Closing................................................... 12 (a) Initial Securities........................................................................... 12 (b) Option Securities............................................................................ 12 (c) Payment...................................................................................... 12 (d) Denominations; Registration.................................................................. 13 SECTION 3. Covenants of the Company..................................................................... 13 (a) Compliance with Securities Regulations and Commission Requests............................... 13 (b) Filing of Amendments......................................................................... 14 (c) Delivery of Registration Statements.......................................................... 14 (d) Delivery of Prospectuses..................................................................... 14 (e) Continued Compliance with Securities Laws.................................................... 14 (f) Blue Sky Qualifications...................................................................... 15 (g) Rule 158..................................................................................... 15 (h) Use of Proceeds.............................................................................. 15 i (i) Listing...................................................................................... 15 (j) Restriction on Sale of Securities............................................................ 15 (k) Reporting Requirements....................................................................... 16 SECTION 4. Payment of Expenses.......................................................................... 16 (a) Expenses..................................................................................... 16 (b) Termination of Agreement..................................................................... 17 SECTION 5. Conditions of Underwriters' Obligations...................................................... 17 (a) Effectiveness of Registration Statement...................................................... 17 (b) Opinion of Counsel for Company............................................................... 17 (c) Opinion of the General Counsel of the Company................................................ 17 (d) Opinion of Counsel for Underwriters.......................................................... 17 (e) Officers' Certificate........................................................................ 18 (f) Accountants' Comfort Letter.................................................................. 18 (g) Bring-down Comfort Letter.................................................................... 18 (h) Approval of Listing.......................................................................... 18 (i) Lock-up Agreements........................................................................... 18 (j) Consummation of the Torrington Acquisition................................................... 19 (k) Conditions to Purchase of Option Securities.................................................. 19 (l) Necessary Amendments......................................................................... 19 (m) Additional Agreements........................................................................ 20 (n) Additional Documents......................................................................... 20 (o) Termination of Agreement..................................................................... 20 SECTION 6. Indemnification.............................................................................. 20 (a) Indemnification of Underwriters.............................................................. 20 (b) Indemnification of Company, Directors and Officers........................................... 21 (c) Actions Against Parties; Notification........................................................ 22 (d) Settlement without Consent if Failure to Reimburse........................................... 22 SECTION 7. Contribution................................................................................. 23 SECTION 8. Representations, Warranties and Agreements to Survive Delivery............................... 24 SECTION 9. Termination of Agreement..................................................................... 24 (a) Termination; General......................................................................... 24 (b) Liabilities.................................................................................. 25 SECTION 10. Default by One or More of the Underwriters................................................... 25 SECTION 11. Parties...................................................................................... 26 SECTION 12. GOVERNING LAW AND TIME....................................................................... 26 SECTION 13. Effect of Headings........................................................................... 26 ii SCHEDULES Schedule A - List of Underwriters............................................................... Sch A-1 Schedule B - Pricing Information................................................................ Sch B-1 Schedule C - List of Subsidiaries............................................................... Sch C-1 Schedule D - List of Persons and Entities Subject to Lock-up.................................... Sch D-1 EXHIBITS Exhibit A - Form of Opinion of Company's Counsel................................................ A-1 Exhibit B - Form of Letter of Company's Counsel................................................. B-1 Exhibit C - Form of Opinion of Company's In-house Counsel....................................... C-1 Exhibit D - Form of Lock-up Agreement........................................................... D-1 Exhibit E - Form of Letter Agreement between the Company and the Underwriters................... E-1 iii THE TIMKEN COMPANY (an Ohio corporation) 11,000,000 Shares of Common Stock (No Par Value) PURCHASE AGREEMENT February -, 2003 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. MORGAN STANLEY & Co. INCORPORATED as Representatives of the several Underwriters c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281 Ladies and Gentlemen: The Timken Company, an Ohio corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, and J.P. Morgan Securities Inc. ("JP Morgan") are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, without par value, of the Company ("Common Stock") set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,165,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 11,000,000 shares of Common Stock (the "Initial Securities") to be purchased by the Underwriters and all or any part of the 1,165,0000 shares of Common Stock subject to the option described in Section 2(b) hereof (the "Option Securities") are hereinafter called, collectively, the "Securities." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-100731) covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus or prospectuses relating to the Securities. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." Each prospectus, which term shall include both the base prospectus and any prospectus supplement relating to the Securities included in such registration statement, used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective, and including the Rule 430A Information, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall be deemed to include the Rule 462(b) Registration Statement. The final prospectus, including both the base prospectus and any prospectus supplement relating to the Securities included in the Registration Statement and the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). The Company has entered into a stock and asset purchase agreement dated as of October 16, 2002 (the "Acquisition Agreement") with Ingersoll-Rand Company Limited ("IR") on behalf of itself and other sellers party thereto (collectively, the "Acquisition Parties"), to acquire either directly or indirectly (i) all or a portion of the outstanding shares of capital stock, as set forth in the Acquisition Agreement, of the companies listed on Schedule B of the Acquisition Agreement (the "Acquisition Subsidiaries"), (ii) all or a portion of the equity interests, as set forth in the Acquisition Agreement, of the companies listed on Schedule C of the Acquisition Agreement (the "Venture Entities") and (iii) those assets listed in Schedule E of the Acquisition Agreement (the "Separate Assets"). The Acquisition Subsidiaries, the Venture Entities and the Separate Assets are hereinafter referred to collectively as "Torrington," and the purchase of Torrington by the Company as contemplated in the Acquisition Agreement is hereafter referred to as the 2 "Torrington Acquisition." The Company proposes to issue and sell the Securities in connection with the financing of the Torrington Acquisition. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus relating to the Securities or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus relating to the Securities or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus relating to the Securities or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus relating to the Securities or the Prospectus, as the case may be. SECTION 1. Representations and Warranties. (a) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows: (i) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in 3 writing by any Underwriter through Merrill Lynch expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus relating to the Securities and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T under the 1933 Act ("Regulation S-T"). (ii) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), as applicable, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iii) Independent Accountants. (A) Ernst & Young LLP, the accountants who certified the financial statements and supporting schedules of the Company included in the Registration Statement, are independent public accountants with respect to the Company within the meaning of the 1933 Act and the 1933 Act Regulations. (B) PricewaterhouseCoopers LLP, the accountants who certified the financial statements and supporting schedules of Torrington which were included in the Registration Statement and used in the preparation of the pro forma financial information set forth in the Registration Statement, are independent public accountants with respect to Torrington within the meaning of the 1933 Act and the 1933 Act Regulations. (iv) Financial Statements. The financial statements for each of the Company and Torrington included in the Registration Statement and the Prospectus, together with the related schedule and notes thereto, present fairly, in all material respects, the financial position of each of the Company and Torrington and their respective consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of each of the Company and Torrington and their respective consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been made and are not expected to be material in amount. The supporting schedule included in the Registration Statement presents fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly, in all material 4 respects, in accordance with GAAP the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, except that with respect to the presentation of EBITDA as disclosed therein, such measure is not presented in accordance with GAAP. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. (v) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (B) there has been, to the Company's knowledge, no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Torrington, whether or not arising in the ordinary course of business, (C) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business or in connection with the Torrington Acquisition which are material with respect to the Company and its subsidiaries, taken as a whole, (D) there have been, to the Company's knowledge, no transactions entered into by Torrington other than those in the ordinary course of business or in connection with the Torrington Acquisition which are material with respect to Torrington, and (E) except for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (vi) Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" means (1) when used in respect of any matter relating to the Company or any of its subsidiaries, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business and (2) when used in respect of any matter relating to any of the Acquisition Subsidiaries, the Venture Entities or the Separate Assets, any material adverse change in the condition, financial or otherwise, or in the earnings, business 5 affairs or business prospects of Torrington, whether or not arising in the ordinary course of business. (vii) Good Standing of Subsidiaries. Each subsidiary of the Company that is material to the business, financial condition or results of operations of the Company, taken as a whole, (A) is set forth on Schedule C hereto, (each a "Subsidiary" and, collectively, the "Subsidiaries"), (B) has been duly organized and is validly existing and, where applicable, is in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable, and has the requisite corporate or similar power, as the case may be, and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted and as described in the Prospectus; and (C) is duly qualified or licensed to transact business and is, where applicable, in good standing in each other jurisdiction in which such qualification or license is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, are not material to the business, financial condition or results of operations of the Company, taken as a whole. (viii) Good Standing of Torrington. To the Company's knowledge, each of the Acquisition Subsidiaries and the Venture Entities (A) has been duly incorporated, formed or organized and is validly existing and, where applicable, is in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable, and has the requisite corporate or similar power, as the case may be, and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted and as described in the Prospectus; and (B) is duly qualified or licensed to transact business and is, where applicable, in good standing in each other jurisdiction in which such qualification or license is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (ix) Capitalization of the Company. The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to this Agreement, the Acquisition Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of 6 capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. (x) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company. (xi) Acquisition Agreement. The Company has delivered to the Representatives a true and correct copy of the Acquisition Agreement, together with all related agreements, all schedules and exhibits thereto [and all letter agreements relating thereto,] and there have been no amendments, alterations, modifications or waivers of any of the provisions of the Acquisition Agreement, other than as described in the Registration Statement, since the form in which it has been delivered to the Representatives. The Acquisition Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and conforms to the descriptions thereof contained in the Prospectus. The Company is not aware of any event or condition that could reasonably be expected to materially and adversely affect the ability of any of the Acquisition Parties to consummate the Torrington Acquisition. (xii) Authorization and Description of Securities. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be personally liable for any debts, obligations or liabilities of the Company by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. (xiii) Absence of Defaults and Conflicts. None of the Company, its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is in violation of its charter or by-laws or similar charter document. None of the Company or its Subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or its Subsidiaries is subject (collectively, "Company Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect. To the Company's knowledge, none of the Acquisition Subsidiaries or the Venture Entities is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, 7 note, lease or other agreement or instrument known to the Company to which the Acquisition Subsidiaries or the Venture Entities is a party or by which any of them may be bound, or to which any of the property or assets of the Acquisition Subsidiaries or the Venture Entities is subject (collectively, "Torrington Agreements and Instruments;" and together with the Company Agreements and Instruments, the "Agreements and Instruments"), except for such defaults that would not be reasonably likely to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, in the Acquisition Agreement and in the Registration Statement (including, without limitation, the concurrent offering by the Company of its senior unsecured notes and the consummation of the other financing transactions in connection with the Torrington Acquisition as described in the Prospectus, the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the respective property or assets of the Company, its subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities pursuant to the Agreements and Instruments (except for such conflicts, breaches, Repayment Events or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the charter or by-laws or similar charter document of the Company, or its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or its subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities or any of their respective assets, properties or operations (except with respect to clause (B) above, as would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, its subsidiaries, the Acquisition Subsidiaries or the Venture Entities, as the case may be. (xiv) Distributions and Dividend Payments. Except as described in or contemplated by the Registration Statement and the Prospectus and except as prohibited by local law in circumstances that would not, individually or in the aggregate, result in a Material Adverse Effect, (A) no Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary's capital stock or other equity interests, as applicable, from repaying to the Company any loans or advances to such Subsidiary from the Company, or from transferring any of such Subsidiary's property or assets to the Company or any other Subsidiary of the Company and (B) to the Company's knowledge, none of the Acquisition Subsidiaries or the Venture Entities will, upon consummation of the Torrington Acquisition, be prohibited, directly or indirectly, from paying any 8 dividends to the Company, from making any other distribution on its capital stock or equity interests, from repaying to the Company any loans or advances from the Company to it, or from transferring any of its property or assets to the Company or any other subsidiary of the Company. (xv) Internal Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management's general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management's general or specific authorization; and (4) the recorded accountability for assets is compensated with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (xvi) Absence of Labor Dispute. No labor dispute with the employees of the Company, any of its subsidiaries or, to the knowledge of the Company, Torrington exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries' principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect. (xvii) Absence of Proceedings. There are no legal or governmental proceedings pending or, to the Company's knowledge, threatened to which the Company or any of its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is subject, or to which any of the properties of the Company or any of its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is subject, that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required. (xviii) Possession of Intellectual Property. Each of the Company, its Subsidiaries, and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities own or possess, or can acquire on reasonable terms, adequate patents, rights to use patents, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, except where the failure to own or possess such Intellectual Property would not result, singly or in the aggregate, in a Material Adverse Effect, and none of the Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities has received any notice or has a reasonable basis to believe that the conduct of their respective businesses will result in any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of any of the Company, its subsidiaries, the Acquisition Subsidiaries and the Venture Entities therein, and which infringement or conflict (if the subject of any 9 unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. (xix) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, the Prospectus and the Acquisition Agreement, (including, without limitation, the concurrent offering by the Company of its senior unsecured notes and the consummation of the other financing transactions, as described in the Prospectus), except as described in the Prospectus and such as have already been obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws. (xx) Possession of Licenses and Permits. Except as would not result, singly or in the aggregate, in a Material Adverse Effect, each of the Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities own or possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their respective businesses as now operated or proposed to be operated following the Torrington Acquisition as described in the Prospectus; each of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and none of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Upon completion of the Torrington Acquisition and the transfer of any such Governmental Licenses to the Company, the Company will have the right to own and operate the Acquisition Subsidiaries, the Venture Entities and the Separate Assets as described in the Prospectus; except as described in the Prospectus, no event has occurred which permits (nor has an event occurred which with notice or lapse of time or both would permit) the revocation or termination of any such Governmental Licenses either prior to or following the completion of the Torrington Acquisition and the transfer of the Governmental Licenses to the Company, or which might reasonably be expected to have a Material Adverse Effect. (xxi) Title to Property. (A) Each of the Company, its subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are 10 described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company following the Torrington Acquisition. (B) Except as would not result, singly or in the aggregate, in a Material Adverse Effect, all of the leases and subleases which are material to the business of the Company, its subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities, and under which any of them hold properties described in the Prospectus, are in full force and effect, and none of them has any notice of any material claim of any sort that has been asserted by anyone adverse to any of their rights under any of the leases or subleases mentioned above, or affecting or questioning any of their rights to the continued possession of the leased or subleased premises under any such lease or sublease. (xxii) Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (xxiii) Registration Rights. Except as disclosed in the Registration Statement, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act. (xxiv) Environmental Laws. Except as described in the Registration Statement and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) each of the Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the Company's knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against any of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities and (D) the Company is not aware of any events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting any of the Company, its Subsidiaries 11 or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities relating to Hazardous Materials or any Environmental Laws. (b) Officer's Certificates. Any certificate signed by any officer of the Company delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities contemplated hereby shall be deemed a representation and warranty by the Company made as of the date of such certificate (except to the extent a date is specified in such representation or warranty, in which case such representation or warranty shall be deemed made as of such date) to each Underwriter as to the matters covered thereby. SECTION 2. Sale and Delivery to Underwriters; Closing. (a) Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule B, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [1,165,000] shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. (c) Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Jones Day, located at 222 East 41st Street, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the [third] ([fourth], if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business 12 days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Denominations; Registration. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be. SECTION 3. Covenants of the Company. The Company covenants with each Underwriter as follows: (a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430A and will notify the Representatives promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securities, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by 13 the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof as soon as possible. (b) Filing of Amendments. Until the completion of the distribution of the Securities, the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)), or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and, with respect to any documents to be filed under the 1933 Act or which will be or will be deemed to be incorporated by reference in the Registration Statement upon filing, will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. (c) Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (d) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for the purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (e) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or in the judgment of the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the 14 Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. (f) Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and any Rule 462(b) Registration Statement. (g) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders within the required time periods an earnings statement covering a period of at least twelve months, beginning with the first fiscal quarter of the Company after the effective date of the Registration Statement (as the term "effective date" is defined in Rule 158(c) under the 1933 Act), which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act. (h) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds." (i) Listing. The Company will use its best efforts to effect and maintain the listing of the Securities on The New York Stock Exchange and will file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities listed on the New York Stock Exchange. (j) Restriction on Sale of Securities. During a period of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to 15 purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to or incorporated by reference in the Prospectus or pursuant to any plan governed by Section 401(k) of the Internal Revenue Code relating to employees of Torrington assumed or entered in to by the Company pursuant to the Acquisition Agreement (and with respect to sales of any shares of Common Stock issued pursuant to any such plan, the Company shall be permitted to file a Registration Statement on Form S-8 under the 1933 Act), (D) any shares of Common Stock issued or options to purchase Common Stock granted in the ordinary course of business to any non-employee director pursuant to any existing stock or incentive plan or dividend reinvestment plan of the Company referred to or incorporated by reference in the Prospectus or (E) the shares of Common Stock issued to IR in accordance with the terms of the Acquisition Agreement as described in the Prospectus. (k) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. SECTION 4. Payment of Expenses. (a) Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the reproduction and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus relating to the Securities, and of the Prospectus and any amendments or supplements thereto, (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey and any 16 supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the fees and expenses incurred in connection with the listing of the Securities on The New York Stock Exchange. (b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. SECTION 5. Conditions of Underwriters' Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the Company's knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A). (b) Opinion of Counsel for Company. At Closing Time, the Representatives shall have received (a) the favorable opinion and (b) a letter, each dated as of Closing Time, of Jones Day, special counsel for the Company, in the form set forth in Exhibit A and Exhibit B, respectively, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters. (c) Opinion of the General Counsel of the Company. At Closing Time, the Representatives shall have received the favorable opinion of William R. Burkhart, Senior Vice President and General Counsel of Company, in the form set forth in Exhibit C, together with signed or reproduced copies of such opinion for each of the other Underwriters. (d) Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, and the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves 17 factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. (e) Officers' Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as whole, whether or not arising in the ordinary course of business, or (B) any adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Torrington, whether or not arising in the ordinary course of business, which, individually or in the aggregate with all other of such changes, is materially adverse to the Company, its subsidiaries and Torrington, taken as a whole; and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that, to such officer's knowledge, (i) there has been no such material adverse change referred to in clause (A) above, (ii) there has been no such adverse change referred to in clause (B) above, (iii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time and (iv) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time. (f) Accountants' Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from each of Ernst & Young LLP and PricewaterhouseCoopers LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (g) Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from each of Ernst & Young LLP and PricewaterhouseCoopers LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (f) of this Section, except that the specified date referred to shall be a date not more than three business days prior to Closing Time. (h) Approval of Listing. At Closing Time, the Securities shall have been approved for listing on The New York Stock Exchange, subject only to official notice of issuance. (i) Lock-up Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit D hereto signed by the persons listed on Schedule D hereto. 18 (j) Consummation of the Torrington Acquisition. At Closing Time, the Torrington Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement. (k) Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificate. A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinion of Counsel for Company. The favorable opinion and letter of Jones Day, counsel for the Company, in the form set forth in Exhibit A and Exhibit B, respectively, each dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof. (iii) Opinion of General Counsel of the Company. The favorable opinion of William R. Burkhart, Senior Vice President and General Counsel to the Company, in the form set forth in Exhibit C, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof. (iv) Opinion of Counsel for Underwriters. The favorable opinion of Shearman & Sterling, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery in form and substance reasonably satisfactory to the Underwriters. (v) Bring-down Comfort Letter. A letter from each of Ernst & Young LLP and PricewaterhouseCoopers LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the "specified date" in the letter furnished pursuant to this paragraph shall be a date not more than three days prior to such Date of Delivery. (l) Necessary Amendments. At the Closing Time, the Company shall have entered into an amendment to each of its existing reimbursement agreements with, or obtained a waiver from, each of Bank One, N.A., Wachovia Bank, National Association and The Northern Trust Company, in form and substance reasonably satisfactory to 19 counsel for the Underwriters, such that giving effect to the transactions contemplated by this Agreement and as described in the Prospectus, including the financings in connection with the Torrington Acquisition, will not result in a default under such reimbursement agreements. (m) Additional Agreements. At the date of this Agreement, the Representatives shall have received the letter agreement in the form set forth in Exhibit E hereto of the Company with respect to certain provisions of the Standstill and Voting Agreement (as defined in the Acquisition Agreement). (n) Additional Documents. At Closing Time and at each Date of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (o) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities, on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect. SECTION 6. Indemnification. (a) Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to which any such Underwriter or control person may become subject arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus relating to the Securities or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 20 (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Merrill Lynch expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) and provided, further, that the indemnity agreement contained in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense resulting from the fact that a court of competent jurisdiction shall have made a final, non-appealable determination that the untrue statement or omission shall have been corrected in a preliminary prospectus relating to the Securities or the Prospectus and a copy of such preliminary prospectus relating to the Securities or Prospectus was delivered to such Underwriter in accordance with the terms hereof and was not sent or given to such person by such Underwriter as required and within the time required by the 1933 Act. Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17. (b) Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever to which the Company may become subject as described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), but only to the extent made in reliance upon and in conformity with written information furnished to the 21 Company by such Underwriter through Merrill Lynch expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Actions Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder unless and only to the extent it did not otherwise learn of such action and it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for any such settlement effected without its consent if such indemnifying party, prior to the date of such settlement, (1) reimburses such indemnified party in accordance with such request for the amount of such fees and expenses of counsel as the indemnifying party believes in good faith to be reasonable, and (2) provides written notice to the indemnified party that the indemnifying party disputes in good faith the reasonableness of the unpaid balance of such fees and expenses. 22 SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. 23 No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this Section are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint. SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters. SECTION 9. Termination of Agreement. (a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or (B) any adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Torrington, whether or not arising in the ordinary course of business, which, individually or in the aggregate with all other of such changes, is materially adverse to the Company, its subsidiaries and Torrington considered as one enterprise or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or The New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. 24 (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect. SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, (i) this Agreement or (ii) with respect to any Date of Delivery which occurs after Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at North Tower, World Financial Center, New York, New York 10281, attention of Michael Santini, Managing Director; and notices to the Company shall be directed to it at 1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798, attention of the Senior Vice President and General Counsel. 25 SECTION 11. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 13. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 26 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, THE TIMKEN COMPANY By_________________________________ Name: Title: By_________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By_________________________ Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. 27 SCHEDULE A

Number of Name of Underwriter Initial Securities - ------------------- ------------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated................................................. - J.P. Morgan Securities Inc................................................. - Morgan Stanley & Co. Incorporated.......................................... - McDonald Investments Inc. ................................................. - Wachovia Securities, Inc................................................... - CIBC World Markets Corp.................................................... - HSBC Securities (USA) Inc.................................................. - SunTrust Capital Markets, Inc.............................................. - BB&T Capital Markets, a division of Scott & Stringfellow, Inc.............. - ---------- Total...................................................................... 11,000,000 ==========

Sch A-1 SCHEDULE B THE TIMKEN COMPANY 11,000,000 Shares of Common Stock (No Par Value) 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $-. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $-, being an amount equal to the initial public offering price set forth above less $- per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Sch B-1 SCHEDULE C MATERIAL SUBSIDIARIES OF THE TIMKEN COMPANY

Jurisdiction of Name organization - -------------------------------------------------------------------------------------------------- Timken Aerospace & Super Precision Bearings Delaware Timken Aerospace & Super Precision Bearings-Europa B.V. Netherlands Timken Aerospace & Super Precision Bearings-Singapore Pte. Ltd. Singapore Timken Aerospace & Super Precision Bearings-UK, Ltd. England Australian Timken Proprietary, Limited Victoria, Australia Timken do Brasil Comercio e Industria, Ltda. Sao Paulo, Brazil British Timken Limited England Canadian Timken, Limited Ontario, Canada Timken Communications Company Ohio Timken Desford Steel Limited England EDC, Inc. Ohio Timken Engineering and Research -India Private Limited India Timken Espana, S.L. Spain Timken Europa GmbH Germany Timken Europe B.V. Netherlands Timken Finance Europe B.V. Netherlands Handpiece Headquarters Corp. Delaware Timken India Limited India Timken Italia, S.R.L. Italy Timken Latrobe Steel Pennsylvania Timken Latrobe Steel Distribution Delaware Timken Latrobe Steel-Europe Ltd. England Timken de Mexico S.A. de C.V. Mexico MPB Export Corporation Delaware Nihon Timken K.K. Japan Timken Precision Components Europe France Timken Polska Sp.z.o.o. Poland Rail Bearing Service Corporation Virginia Timken Romania S.A. Romania The Timken Corporation Ohio The Timken Service & Sales Co. Ohio Timken Servicios Administrativos S.A. de C.V. Mexico Timken Singapore Pte. Ltd. Singapore Timken South Africa (Pty.) Ltd. South Africa Timken de Venezuela C.A. Venezuela Yantai Timken Company Limited China

Sch C-1 SCHEDULE D LIST OF PERSONS AND ENTITIES SUBJECT TO LOCK-UP Name W.R. Timken, Jr. James W. Griffith Ward J. Timken Ward J. Timken, Jr. Bill J. Bowling Glenn A. Eisenberg Curt J. Andersson Michael C. Arnold Sallie B. Bailey William R. Burkhart Donna J. Demerling Jon T. Elsasser Karl P. Kimmerling Roger W. Lindsay Salvatore J. Miraglia, Jr. Hans J. Sack Mark J. Samolczyk Scott A. Scherff Stanley C. Gault John A. Luke, Jr. Robert W. Mahoney Jay A. Precourt John M. Timken, Jr. Joseph F. Toot, Jr. Martin D. Walker Jacqueline F. Woods Sch D-1 EX-1.2 4 l98339exv1w2.txt FORM OF UNDERWRITING AGREEMENT EXHIBIT 1.2 February 7, 2003 THE TIMKEN COMPANY (an Ohio corporation) $[ ],000,000 [ ]% Notes due 20[ ] PURCHASE AGREEMENT Dated: February , 2003 Table of Contents PURCHASE AGREEMENT SECTION 1. Representations and Warranties................................... 3 (a) Representations and Warranties by the Company.................... 3 (i) Compliance with Registration Requirements............. 3 (ii) Incorporated Documents................................ 4 (iii) Independent Accountants............................... 4 (iv) Financial Statements.................................. 4 (v) No Material Adverse Change in Business................ 5 (vi) Good Standing of the Company.......................... 5 (vii) Good Standing of Subsidiaries......................... 6 (viii) Good Standing of Torrington........................... 6 (ix) Capitalization of the Company......................... 6 (x) Authorization of Agreement............................ 7 (xi) Authorization of the Indenture........................ 7 (xii) Acquisition Agreement................................. 7 (xiii) Authorization and Description of Securities........... 7 (xiv) Description of the Securities and the Indenture....... 8 (xv) Absence of Defaults and Conflicts..................... 8 (xvi) Distributions and Dividend Payments................... 9 (xvii) Internal Controls..................................... 9 (xviii) Absence of Labor Dispute.............................. 9 (xix) Absence of Proceedings................................ 9 (xx) Possession of Intellectual Property................... 10 (xxi) Absence of Further Requirements....................... 10 (xxii) Possession of Licenses and Permits.................... 10 (xxiii) Title to Property................................... 11 (xxiv) Investment Company Act................................ 11 (xxv) Registration Rights................................... 11 (xxvi) Environmental Laws.................................... 11 (b) Officer's Certificates........................................... 12 SECTION 2. Sale and Delivery to Underwriters; Closing....................... 12 (a) Securities....................................................... 12 (b) Payment.......................................................... 12 (c) Denominations; Registration...................................... 13 SECTION 3. Covenants of the Company......................................... 13 (a) Compliance with Securities Regulations and Commission Requests... 13 (b) Filing of Amendments............................................. 13 (c) Delivery of Registration Statements.............................. 14 (d) Delivery of Prospectuses......................................... 14 (e) Continued Compliance with Securities Laws........................ 14 (f) Blue Sky Qualifications.......................................... 15 (g) Rule 158......................................................... 15 i (h) Use of Proceeds.................................................. 15 (i) Rating of Securities............................................. 15 (j) DTC.............................................................. 15 (k) Restriction on Sale of Securities................................ 15 (l) Reporting Requirements........................................... 16 SECTION 4. Payment of Expenses.............................................. 16 (a) Expenses......................................................... 16 (b) Termination of Agreement......................................... 16 SECTION 5. Conditions of Underwriters' Obligations.......................... 16 (a) Effectiveness of Registration Statement.......................... 16 (b) Opinion of Counsel for Company................................... 17 (c) Opinion of the General Counsel of the Company.................... 17 (d) Opinion of Counsel for Underwriters.............................. 17 (e) Officers' Certificate............................................ 17 (f) Accountants' Comfort Letter...................................... 17 (g) Bring-down Comfort Letter........................................ 18 (h) Consummation of the Torrington Acquisition....................... 18 (i) Consummation of the Concurrent Common Stock Offering............. 18 (j) Maintenance of Rating............................................ 18 (k) Necessary Amendments............................................. 18 (l) Additional Documents............................................. 18 (m) Termination of Agreement......................................... 19 SECTION 6. Indemnification.................................................. 19 (a) Indemnification of Underwriters.................................. 19 (b) Indemnification of Company, Directors and Officers............... 20 (c) Actions Against Parties; Notification............................ 20 (d) Settlement without Consent if Failure to Reimburse............... 21 SECTION 7. Contribution..................................................... 21 SECTION 8. Representations, Warranties and Agreements to Survive Delivery... 22 SECTION 9. Termination of Agreement......................................... 23 (a) Termination; General............................................. 23 (b) Liabilities...................................................... 23 SECTION 10. Default by One or More of the Underwriters...................... 23 SECTION 11. Parties......................................................... 24 SECTION 12. GOVERNING LAW AND TIME.......................................... 24 SECTION 13. Effect of Headings.............................................. 24 ii SCHEDULES Schedule A - List of Underwriters.......................... Sch A-1 Schedule B - Pricing Information........................... Sch B-1 Schedule C - List of Subsidiaries.......................... Sch C-1 EXHIBITS Exhibit A - Form of Opinion of Company's Counsel........... A-1 Exhibit B - Form of Opinion of Company's In House Counsel... B-1 iii THE TIMKEN COMPANY (an Ohio corporation) $[ ],000,000 [ ]% Notes due 20[ ] PURCHASE AGREEMENT February , 2003 BANC OF AMERICA SECURITIES LLC MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. INCORPORATED as Representatives of the several Underwriters c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The Timken Company, an Ohio corporation (the "Company"), confirms its agreement with the Representatives (as defined below) and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America Securities LLC ("BAS"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $[ ],000,000 aggregate principal amount of the Company's [ ]% Notes due 20[ ] (the "Securities"). The Securities are to be issued pursuant to an indenture to be dated as of the Closing Time (as defined in Section 2(b)) (the "Indenture") between the Company and The Bank of New York, as trustee (the "Trustee"). The term "Indenture", as used herein, includes the Officer's Certificate (as defined in the Indenture) establishing the form and terms of the Securities pursuant to Sections 2.01 and 2.02 of the Indenture. Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated February 14, 2003 (the "DTC Agreement"), between the Company and DTC. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-100731) covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus or prospectuses relating to the Securities. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." Each prospectus, which term shall include both the base prospectus and any prospectus supplement relating to the Securities included in such registration statement, used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective, and including the Rule 430A Information, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall be deemed to include the Rule 462(b) Registration Statement. The final prospectus, including both the base prospectus and any prospectus supplement relating to the Securities included in the Registration Statement and the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). The Company has entered into a stock and asset purchase agreement dated as of October 16, 2002 (the "Acquisition Agreement") with Ingersoll-Rand Company Limited ("IR") on behalf of itself and other sellers party thereto (collectively, the "Acquisition Parties"), to acquire either directly or indirectly (i) all or a portion of the outstanding shares of capital stock, as set forth in the Acquisition Agreement, of the companies listed on Schedule B of the Acquisition Agreement (the "Acquisition Subsidiaries"), (ii) all or a portion of the equity interests, as set forth in the Acquisition Agreement, of the companies listed on Schedule C of the Acquisition Agreement (the "Venture Entities") and (iii) those assets listed in Schedule E of the Acquisition Agreement (the "Separate Assets"). The Acquisition Subsidiaries, the Venture Entities and the Separate Assets are hereinafter referred to collectively as "Torrington," and the purchase of Torrington by the Company as contemplated in the Acquisition Agreement is hereafter referred to as the "Torrington Acquisition." The Company proposes to issue and sell the Securities in connection with the financing of the Torrington Acquisition. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any 2 preliminary prospectus relating to the Securities or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus relating to the Securities or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus relating to the Securities or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus relating to the Securities or the Prospectus, as the case may be. SECTION 1. Representations and Warranties. (a) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows: (i) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the time the Registration Statement became effective, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and as of the date hereof and the Closing Time, the Registration Statement, the 462(b) Registration Statement and any amendments or supplements thereto and the Prospectus complied and will comply in all material respects with the provisions of the 1939 Act and the rules and regulations of the Commission thereunder (the "1939 Act Regulations"). At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to (i) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the 3 Representatives expressly for use in the Registration Statement or (ii) Prospectus or the Trustee's Statement of Eligibility on Form T-1 (the "Form T-1"). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus relating to the Securities and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T under the 1933 Act ("Regulation S-T"). (ii) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), as applicable, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iii) Independent Accountants. (A) Ernst & Young LLP, the accountants who certified the financial statements and supporting schedules of the Company included in the Registration Statement, are independent public accountants with respect to the Company within the meaning of the 1933 Act and the 1933 Act Regulations. (B) PricewaterhouseCoopers LLP, the accountants who certified the financial statements and supporting schedules of Torrington which were included in the Registration Statement and used in the preparation of the pro forma financial information set forth in the Registration Statement, are independent public accountants with respect to Torrington within the meaning of the 1933 Act and the 1933 Act Regulations. (iv) Financial Statements. The financial statements for each of the Company and Torrington included in the Registration Statement and the Prospectus, together with the related schedule and notes thereto, present fairly, in all material respects, the financial position of each of the Company and Torrington and their respective consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of each of the Company and Torrington and their respective consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been made and are not expected to be material in amount. The supporting schedule included in the Registration Statement presents fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly, in all material 4 respects, in accordance with GAAP the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, except that with respect to the presentation of EBITDA as disclosed therein, such measure is not presented in accordance with GAAP. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. (v) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (B) there has been, to the Company's knowledge, no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Torrington, whether or not arising in the ordinary course of business, (C) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business or in connection with the Torrington Acquisition which are material with respect to the Company and its subsidiaries, taken as a whole, (D) there have been, to the Company's knowledge, no transactions entered into by Torrington other than those in the ordinary course of business or in connection with the Torrington Acquisition which are material with respect to Torrington, and (E) except for regular quarterly dividends on the common stock, without par value, of the Company (the "Common Stock") in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (vi) Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. As used in this Agreement, the term "Material Adverse Effect" means (1) when used in respect of any matter relating to the Company or any of its subsidiaries, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business and (2) when used in respect of any matter relating to any of the Acquisition Subsidiaries, the Venture Entities or the Separate Assets, any material adverse change in the condition, financial or otherwise, or in the earnings, business 5 affairs or business prospects of Torrington, whether or not arising in the ordinary course of business. (vii) Good Standing of Subsidiaries. Each subsidiary of the Company that is material to the business, financial condition or results of operations of the Company, taken as a whole, (A) is set forth on Schedule C hereto, (each a "Subsidiary" and, collectively, the "Subsidiaries"), (B) has been duly organized and is validly existing and, where applicable, is in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable, and has the requisite corporate or similar power, as the case may be, and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted and as described in the Prospectus; and (C) is duly qualified or licensed to transact business and is, where applicable, in good standing in each other jurisdiction in which such qualification or license is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, are not material to the business, financial condition or results of operations of the Company, taken as a whole. (viii) Good Standing of Torrington. To the Company's knowledge, each of the Acquisition Subsidiaries and the Venture Entities (A) has been duly incorporated, formed or organized and is validly existing and, where applicable, is in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable, and has the requisite corporate or similar power, as the case may be, and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted and as described in the Prospectus; and (B) is duly qualified or licensed to transact business and is, where applicable, in good standing in each other jurisdiction in which such qualification or license is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (ix) Capitalization of the Company. The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to this Agreement, the Acquisition Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of 6 capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. (x) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company. (xi) Authorization of the Indenture. The Indenture has been duly qualified under the 1939 Act. The Indenture has been duly authorized by the Company and, when executed and delivered by the Company and the Trustee, assuming due authorization by the Trustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (xii) Acquisition Agreement. The Company has delivered to the Representatives a true and correct copy of the Acquisition Agreement, together with all related agreements and all schedules and exhibits thereto and all letter agreements thereto, and there have been no amendments, alterations, modifications or waivers of any of the provisions of the Acquisition Agreement, other than as described in the Registration Statement, since the form in which it has been delivered to the Representatives. The Acquisition Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and conforms to the descriptions thereof contained in the Prospectus. The Company is not aware of any event or condition that could reasonably be expected to materially and adversely affect the ability of any of the Acquisition Parties to consummate the Torrington Acquisition. (xiii) Authorization and Description of Securities. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, at the Closing Time, will have been duly executed by the Company and, when authenticated by the Trustee, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and will be in the form contemplated by, and entitled to the benefits of, the Indenture. 7 (xiv) Description of the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Prospectus and will be in substantially the respective forms filed as exhibits to the Registration Statement. (xv) Absence of Defaults and Conflicts. None of the Company, its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is in violation of its charter or by-laws or similar charter document. None of the Company or its Subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or its Subsidiaries is subject (collectively, "Company Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect. To the Company's knowledge, none of the Acquisition Subsidiaries or the Venture Entities is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument known to the Company to which the Acquisition Subsidiaries or the Venture Entities is a party or by which any of them may be bound, or to which any of the property or assets of the Acquisition Subsidiaries or the Venture Entities is subject (collectively, "Torrington Agreements and Instruments;" and together with the Company Agreements and Instruments, the "Agreements and Instruments"), except for such defaults that would not be reasonably likely to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein, in the Acquisition Agreement and in the Registration Statement (including, without limitation, the concurrent offering of Common Stock by the Company and the consummation of the other financing transactions in connection with the Torrington Acquisition as described in the Prospectus, the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the respective property or assets of the Company, its subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities pursuant to the Agreements and Instruments (except for such conflicts, breaches, Repayment Events or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the charter or by-laws or similar charter document of the Company, or its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or its subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities or any of 8 their respective assets, properties or operations (except with respect to clause (B) above, as would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, its subsidiaries, the Acquisition Subsidiaries or the Venture Entities, as the case may be. (xvi) Distributions and Dividend Payments. Except as described in or contemplated by the Registration Statement and the Prospectus and except as prohibited by local law in circumstances that would not, individually or in the aggregate, result in a Material Adverse Effect, (A) no Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary's capital stock or other equity interests, as applicable, from repaying to the Company any loans or advances to such Subsidiary from the Company, or from transferring any of such Subsidiary's property or assets to the Company or any other Subsidiary of the Company and (B) to the Company's knowledge, none of the Acquisition Subsidiaries or the Venture Entities will, upon consummation of the Torrington Acquisition, be prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on its capital stock or equity interests, from repaying to the Company any loans or advances from the Company to it, or from transferring any of its property or assets to the Company or any other subsidiary of the Company. (xvii) Internal Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management's general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management's general or specific authorization; and (4) the recorded accountability for assets is compensated with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (xviii) Absence of Labor Dispute. No labor dispute with the employees of the Company, any of its subsidiaries or, to the knowledge of the Company, Torrington exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries' principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect. (xix) Absence of Proceedings. There are no legal or governmental proceedings pending or, to the Company's knowledge, threatened to which the Company or any of its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is subject, or to which any of the properties of the Company or any of its Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is subject, that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other 9 documents that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required. (xx) Possession of Intellectual Property. Each of the Company, its Subsidiaries, and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities own or possess, or can acquire on reasonable terms, adequate patents, rights to use patents, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, except where the failure to own or possess such Intellectual Property would not result, singly or in the aggregate, in a Material Adverse Effect, and none of the Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities has received any notice or has a reasonable basis to believe that the conduct of their respective businesses will result in any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of any of the Company, its subsidiaries, the Acquisition Subsidiaries and the Venture Entities therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. (xxi) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, the Prospectus and the Acquisition Agreement, (including, without limitation, the concurrent offering of Common Stock by the Company and the consummation of the other financing transactions, as described in the Prospectus), except as described in the Prospectus and such as have already been obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and except for the qualification of the Indenture under the 1939 Act. (xxii)Possession of Licenses and Permits. Except as would not result, singly or in the aggregate, in a Material Adverse Effect, each of the Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities own or possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their respective businesses as now operated or proposed to be operated following the Torrington Acquisition as described in the Prospectus; each of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the 10 invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and none of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. Upon completion of the Torrington Acquisition and the transfer of any such Governmental Licenses to the Company, the Company will have the right to own and operate the Acquisition Subsidiaries, the Venture Entities and the Separate Assets as described in the Prospectus; except as described in the Prospectus, no event has occurred which permits (nor has an event occurred which with notice or lapse of time or both would permit) the revocation or termination of any such Governmental Licenses either prior to or following the completion of the Torrington Acquisition and the transfer of the Governmental Licenses to the Company, or which might reasonably be expected to have a Material Adverse Effect. (xxiii) Title to Property. (A) Each of the Company, its subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company following the Torrington Acquisition. (B) Except as would not result, singly or in the aggregate, in a Material Adverse Effect, all of the leases and subleases which are material to the business of the Company, its subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities, and under which any of them hold properties described in the Prospectus, are in full force and effect, and none of them has any notice of any material claim of any sort that has been asserted by anyone adverse to any of their rights under any of the leases or subleases mentioned above, or affecting or questioning any of their rights to the continued possession of the leased or subleased premises under any such lease or sublease. (xxiv) Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (xxv) Registration Rights. Except as disclosed in the Registration Statement, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act. (xxvi)Environmental Laws. Except as described in the Registration Statement and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Company, its Subsidiaries or, to the Company's knowledge, the 11 Acquisition Subsidiaries or the Venture Entities is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) each of the Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the Company's knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against any of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities and (D) the Company is not aware of any events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting any of the Company, its Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities relating to Hazardous Materials or any Environmental Laws. (b) Officer's Certificates. Any certificate signed by any officer of the Company delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities contemplated hereby shall be deemed a representation and warranty by the Company made as of the date of such certificate (except to the extent a date is specified in such representation or warranty, in which case such representation or warranty shall be deemed made as of such date) to each Underwriter as to the matters covered thereby. SECTION 2. Sale and Delivery to Underwriters; Closing. (a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Jones Day, located at 222 East 41st Street, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the [ ] ( , if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days 12 after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. The Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Denominations; Registration. Certificates for the Securities shall be in such denominations ($1,000 or integral multiples of $1,000) and registered in the name of Cede & Co., pursuant to the DTC Agreement, and shall be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time. SECTION 3. Covenants of the Company. The Company covenants with each Underwriter as follows: (a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430A and will notify the Representatives promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus relating to the Securities or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof as soon as possible. (b) Filing of Amendments. Until the completion of the distribution of the Securities, the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)), or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether 13 pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and, with respect to any documents to be filed under the 1933 Act or which will be or will be deemed to be incorporated by reference in the Registration Statement upon filing, will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. (c) Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (d) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for the purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (e) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or in the judgment of the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply 14 with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. (f) Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and any Rule 462(b) Registration Statement. (g) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders within the required time periods an earnings statement covering a period of at least twelve months, beginning with the first fiscal quarter of the Company after the effective date of the Registration Statement (as the term "effective date" is defined in Rule 158(c) under the 1933 Act), which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act. (h) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds." (i) Rating of Securities. The Company shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their respective credit ratings of the Securities. (j) DTC. The Company will cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC. (k) Restriction on Sale of Securities. During the period commencing on the date of the Prospectus and ending as of the Closing Time, the Company will not, without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer or contract to sell, grant any option for the sale of, or otherwise transfer or dispose of, any debt securities of the Company (other than the sale of the Securities under this Agreement) or securities of the Company that are convertible into, or exchangeable or exercisable for, the Securities or such debt securities. 15 (l) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. SECTION 4. Payment of Expenses. (a) Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the reproduction and delivery to the Underwriters of this Agreement, the Indenture, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of certificates for the Securities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the fees and disbursements of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vi) any fees payable in connection with the rating of the Securities, (vii) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (viii) the printing and delivery to the Underwriters of copies of each preliminary prospectus relating to the Securities, and of the Prospectus and any amendments or supplements thereto, (ix) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, and (x) the fees and expenses of any transfer agent, registrar or depositary for the Securities. (b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. SECTION 5. Conditions of Underwriters' Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the Company's knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) 16 (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A). (b) Opinion of Counsel for Company. At Closing Time, the Representatives shall have received (a) the favorable opinion and (b) a letter, each dated as of Closing Time, of Jones Day, special counsel for the Company, in the form set forth in Exhibit A and Exhibit B, respectively, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters. (c) Opinion of the General Counsel of the Company. At Closing Time, the Representatives shall have received the favorable opinion of William R. Burkhart, Senior Vice President and General Counsel of Company, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters to the effect set forth in Exhibit B. (d) Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Shearman & Sterling, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, and the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. (e) Officers' Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as whole, whether or not arising in the ordinary course of business, or (B) any adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Torrington, whether or not arising in the ordinary course of business, which, individually or in the aggregate with all other of such changes, is materially adverse to the Company, its subsidiaries and Torrington, taken as a whole; and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that, to such officer's knowledge, (i) there has been no such material adverse change referred to in clause (A) above, (ii) there has been no such adverse change referred to in clause (B) above, (iii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, and (iv) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time. (f) Accountants' Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from each of Ernst & Young LLP 17 and PricewaterhouseCoopers LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (g) Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from each of Ernst & Young LLP and PricewaterhouseCoopers LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (f) of this Section, except that the specified date referred to shall be a date not more than three business days prior to Closing Time. (h) Consummation of the Torrington Acquisition. At Closing Time, the Torrington Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement. (i) Consummation of the Concurrent Common Stock Offering. At or prior to the Closing Time, the Company shall have consummated the public offering of 11 million shares of its Common Stock, without par value (without giving effect to any underwriters' over-allotment option), at a minimum price per share of $14.75. (j) Maintenance of Rating. At the Closing Time, the Securities shall be rated at least "Baa1" by Moody's and "BBB" by S&P, and the Company shall have delivered to the Representatives a letter dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings; and subsequent to the execution and delivery of this Agreement and prior to the Closing Time, there shall not have occurred a decrease in the rating assigned to the Securities or any of the Company's other debt securities by any "nationally recognized statistical rating agency", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such securities rating agency shall have given any notice that it has under surveillance or review, with possible negative implications or that does not indicate the direction of the possible change, its rating of the Securities or any of the Company's other debt securities. (k) Necessary Amendments. At the Closing Time, the Company shall have entered into an amendment to each of its existing reimbursement agreements with, or obtained a waiver from, each of Bank One, N.A., Wachovia Bank, National Association and The Northern Trust Company, in form and substance reasonably satisfactory to counsel for the Underwriters, such that giving effect to the transactions contemplated by this Agreement and as described in the Prospectus, including the financings in connection with the Torrington Acquisition, will not result in a default under such reimbursement agreements. (l) Additional Documents. At Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the 18 Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (m) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement and all the obligations of the several Underwriters to purchase the Securities may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect. SECTION 6. Indemnification. (a) Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to which any such Underwriter or control person may become subject arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus relating to the Securities or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; 19 provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) and provided, further, that the indemnity agreement contained in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense resulting from the fact that a court of competent jurisdiction shall have made a final, non-appealable determination that the untrue statement or omission shall have been corrected in a preliminary prospectus relating to the Securities or the Prospectus and a copy of such preliminary prospectus relating to the Securities or Prospectus was delivered to such Underwriter in accordance with the terms hereof and was not sent or given to such person by such Underwriter as required and within the time required by the 1933 Act. Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17. (b) Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever to which the Company may become subject as described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), but only to the extent made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Actions Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder unless and only to the extent it did not otherwise learn of such action and it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be 20 counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for any such settlement effected without its consent if such indemnifying party, prior to the date of such settlement, (1) reimburses such indemnified party in accordance with such request for the amount of such fees and expenses of counsel as the indemnifying party believes in good faith to be reasonable, and (2) provides written notice to the indemnified party that the indemnifying party disputes in good faith the reasonableness of the unpaid balance of such fees and expenses. SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company 21 and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this Section are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A hereto and not joint. SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters. 22 SECTION 9. Termination of Agreement. (a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or (B) any adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Torrington, whether or not arising in the ordinary course of business, which, individually or in the aggregate with all other of such changes, is materially adverse to the Company, its subsidiaries and Torrington considered as one enterprise or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or The New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect. SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting 23 obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at 1585 Broadway, New York, New York 10036, attention of Michael Fusco; and notices to the Company shall be directed to it at 1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798, attention of the Senior Vice President and General Counsel. SECTION 11. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 13. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 24 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, THE TIMKEN COMPANY By -------------------------------------- Name: Title: By -------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. INCORPORATED By: Morgan Stanley & Co. Incorporated By -------------------------------- Name: Title: For themselves and as Representatives of the other Underwriters named in Schedule A hereto. 25 SCHEDULE A

Principal Amount of Name of Underwriter Securities - ------------------- ---------- Banc of America Securities LLC....................... [ ] Merrill Lynch, Pierce, Fenner & Smith Incorporated.............................. [ ] Morgan Stanley & Co. Incorporated.................... [ ] Banc One Capital Markets, Inc........................ [ ] HSBC Securities (USA) Inc............................ [ ] McDonald Investments Inc............................. [ ] BNY Capital Markets, Inc............................. [ ] Banca IMI SpA........................................ [ ] Societe Generale..................................... [ ] SunTrust Capital Markets, Inc........................ [ ] ------------- Total................................................ $[ ]1,000,000 =============

Sch A-1 SCHEDULE B THE TIMKEN COMPANY $[ ],000,000 [ ]% Notes due 20[ ] 1. The initial public offering price of the Securities shall be [ ]% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. 2. The purchase price to be paid by the Underwriters for the Securities shall be [ ]% of the principal amount thereof. 3. The interest rate on the Securities shall be [ ]% per annum. Sch B-1 SCHEDULE C MATERIAL SUBSIDIARIES OF THE TIMKEN COMPANY [To be provided by Timken/Jones Day]

Jurisdiction of Name organization - ---------------------------------------------------------------------------------------- Timken Aerospace & Super Precision Bearings Delaware Timken Aerospace & Super Precision Bearings-Europa B.V. Netherlands Timken Aerospace & Super Precision Bearings-Singapore Pte. Ltd. Singapore Timken Aerospace & Super Precision Bearings-UK, Ltd. England Australian Timken Proprietary, Limited Victoria, Australia Timken do Brasil Comercio e Industria, Ltda. Sao Paulo, Brazil British Timken Limited England Canadian Timken, Limited Ontario, Canada Timken Communications Company Ohio Timken Desford Steel Limited England EDC, Inc. Ohio Timken Engineering and Research -India Private Limited India Timken Espana, S.L. Spain Timken Europa GmbH Germany Timken Europe B.V. Netherlands Timken Finance Europe B.V. Netherlands Handpiece Headquarters Corp. Delaware Timken India Limited India Timken Italia, S.R.L. Italy Timken Latrobe Steel Pennsylvania Timken Latrobe Steel Distribution Delaware Timken Latrobe Steel-Europe Ltd. England Timken de Mexico S.A. de C.V. Mexico MPB Export Corporation Delaware Nihon Timken K.K. Japan Timken Precision Components Europe France Timken Polska Sp.z.o.o. Poland Rail Bearing Service Corporation Virginia Timken Romania S.A. Romania The Timken Corporation Ohio The Timken Service & Sales Co. Ohio Timken Servicios Administrativos S.A. de C.V. Mexico Timken Singapore Pte. Ltd. Singapore Timken South Africa (Pty.) Ltd. South Africa Timken de Venezuela C.A. Venezuela Yantai Timken Company Limited China

Sch D-1 -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

- --------------------------------------------------------------------------------

                                                                     Exhibit 1.1

                               THE TIMKEN COMPANY

                              (an Ohio corporation)

                        11,000,000 Shares of Common Stock

                               PURCHASE AGREEMENT

Dated:  February -, 2003

- --------------------------------------------------------------------------------



                                Table of Contents

                               PURCHASE AGREEMENT

                                                                                                         
SECTION 1.  Representations and Warranties...............................................................    3
       (a)  Representations and Warranties by the Company................................................    3
           (i)     Compliance with Registration Requirements.............................................    3
           (ii)    Incorporated Documents................................................................    4
           (iii)   Independent Accountants...............................................................    4
           (iv)    Financial Statements..................................................................    4
           (v)     No Material Adverse Change in Business................................................    5
           (vi)    Good Standing of the Company..........................................................    5
           (vii)   Good Standing of Subsidiaries.........................................................    6
           (viii)  Good Standing of Torrington...........................................................    6
           (ix)    Capitalization of the Company.........................................................    6
           (x)     Authorization of Agreement............................................................    7
           (xi)    Acquisition Agreement.................................................................    7
           (xii)   Authorization and Description of Securities...........................................    7
           (xiii)  Absence of Defaults and Conflicts.....................................................    7
           (xiv)   Distributions and Dividend Payments...................................................    8
           (xv)    Internal Controls.....................................................................    9
           (xvi)   Absence of Labor Dispute..............................................................    9
           (xvii)  Absence of Proceedings................................................................    9
           (xviii) Possession of Intellectual Property...................................................    9
           (xix)   Absence of Further Requirements.......................................................   10
           (xx)    Possession of Licenses and Permits....................................................   10
           (xxi)   Title to Property.....................................................................   10
           (xxii)  Investment Company Act................................................................   11
           (xxiii) Registration Rights...................................................................   11
           (xxiv)  Environmental Laws....................................................................   11
       (b)  Officer's Certificates.......................................................................   12

SECTION 2.  Sale and Delivery to Underwriters; Closing...................................................   12
       (a)  Initial Securities...........................................................................   12
       (b)  Option Securities............................................................................   12
       (c)  Payment......................................................................................   12
       (d)  Denominations; Registration..................................................................   13

SECTION 3.  Covenants of the Company.....................................................................   13
       (a)  Compliance with Securities Regulations and Commission Requests...............................   13
       (b)  Filing of Amendments.........................................................................   14
       (c)  Delivery of Registration Statements..........................................................   14
       (d)  Delivery of Prospectuses.....................................................................   14
       (e)  Continued Compliance with Securities Laws....................................................   14
       (f)  Blue Sky Qualifications......................................................................   15
       (g)  Rule 158.....................................................................................   15
       (h)  Use of Proceeds..............................................................................   15



                                       i



                                                                                                         
       (i)  Listing......................................................................................   15
       (j)  Restriction on Sale of Securities............................................................   15
       (k)  Reporting Requirements.......................................................................   16

SECTION 4.  Payment of Expenses..........................................................................   16
       (a)  Expenses.....................................................................................   16
       (b)  Termination of Agreement.....................................................................   17

SECTION 5.  Conditions of Underwriters' Obligations......................................................   17
       (a)  Effectiveness of Registration Statement......................................................   17
       (b)  Opinion of Counsel for Company...............................................................   17
       (c)  Opinion of the General Counsel of the Company................................................   17
       (d)  Opinion of Counsel for Underwriters..........................................................   17
       (e)  Officers' Certificate........................................................................   18
       (f)  Accountants' Comfort Letter..................................................................   18
       (g)  Bring-down Comfort Letter....................................................................   18
       (h)  Approval of Listing..........................................................................   18
       (i)  Lock-up Agreements...........................................................................   18
       (j)  Consummation of the Torrington Acquisition...................................................   19
       (k)  Conditions to Purchase of Option Securities..................................................   19
       (l)  Necessary Amendments.........................................................................   19
       (m)  Additional Agreements........................................................................   20
       (n)  Additional Documents.........................................................................   20
       (o)  Termination of Agreement.....................................................................   20

SECTION 6.  Indemnification..............................................................................   20
       (a)  Indemnification of Underwriters..............................................................   20
       (b)  Indemnification of Company, Directors and Officers...........................................   21
       (c)  Actions Against Parties; Notification........................................................   22
       (d)  Settlement without Consent if Failure to Reimburse...........................................   22

SECTION 7.  Contribution.................................................................................   23

SECTION 8.  Representations, Warranties and Agreements to Survive Delivery...............................   24

SECTION 9.  Termination of Agreement.....................................................................   24
       (a)  Termination; General.........................................................................   24
       (b)  Liabilities..................................................................................   25

SECTION 10. Default by One or More of the Underwriters...................................................   25

SECTION 11. Parties......................................................................................   26

SECTION 12. GOVERNING LAW AND TIME.......................................................................   26

SECTION 13. Effect of Headings...........................................................................   26



                                       ii



                                                                                                   
SCHEDULES
    Schedule A - List of Underwriters...............................................................  Sch A-1
    Schedule B - Pricing Information................................................................  Sch B-1
    Schedule C - List of Subsidiaries...............................................................  Sch C-1
    Schedule D - List of Persons and Entities Subject to Lock-up....................................  Sch D-1

EXHIBITS

    Exhibit A - Form of Opinion of Company's Counsel................................................      A-1
    Exhibit B - Form of Letter of Company's Counsel.................................................      B-1
    Exhibit C - Form of Opinion of Company's In-house Counsel.......................................      C-1
    Exhibit D - Form of Lock-up Agreement...........................................................      D-1
    Exhibit E - Form of Letter Agreement between the Company and the Underwriters...................      E-1






                                      iii


                               THE TIMKEN COMPANY
                              (an Ohio corporation)

                        11,000,000 Shares of Common Stock
                                 (No Par Value)

                               PURCHASE AGREEMENT

                                                                February -, 2003

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
          INCORPORATED
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & Co. INCORPORATED
     as Representatives of the several Underwriters
c/o Merrill Lynch & Co.
    Merrill Lynch, Pierce, Fenner & Smith
                 Incorporated
North Tower
World Financial Center
New York, New York  10281

Ladies and Gentlemen:

         The Timken Company, an Ohio corporation (the "Company"), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and each of the other Underwriters named in
Schedule A hereto (collectively, the "Underwriters," which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch, and J.P. Morgan Securities Inc. ("JP Morgan")
are acting as representatives (in such capacity, the "Representatives"), with
respect to the issue and sale by the Company and the purchase by the
Underwriters, acting severally and not jointly, of the respective numbers of
shares of Common Stock, without par value, of the Company ("Common Stock") set
forth in said Schedule A, and with respect to the grant by the Company to the
Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 1,165,000 additional shares
of Common Stock to cover over-allotments, if any. The aforesaid 11,000,000
shares of Common Stock (the "Initial Securities") to be purchased by the
Underwriters and all or any part of the 1,165,0000 shares of Common Stock
subject to the option described in Section 2(b) hereof (the "Option Securities")
are hereinafter called, collectively, the "Securities."



         The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a shelf registration statement on Form S-3 (No. 333-100731)
covering the registration of the Securities under the Securities Act of 1933, as
amended (the "1933 Act"), including the related preliminary prospectus or
prospectuses relating to the Securities. Promptly after execution and delivery
of this Agreement, the Company will prepare and file a prospectus in accordance
with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of
the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b)
of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information
included in such prospectus that was omitted from such registration statement at
the time it became effective but that is deemed to be part of such registration
statement at the time it became effective pursuant to paragraph (b) of Rule 430A
is referred to as "Rule 430A Information." Each prospectus, which term shall
include both the base prospectus and any prospectus supplement relating to the
Securities included in such registration statement, used before such
registration statement became effective, and any prospectus that omitted the
Rule 430A Information that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto,
schedules thereto, if any, and the documents incorporated or deemed incorporated
by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the
time it became effective, and including the Rule 430A Information, is herein
called the "Registration Statement." Any registration statement filed pursuant
to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule
462(b) Registration Statement," and after such filing the term "Registration
Statement" shall be deemed to include the Rule 462(b) Registration Statement.
The final prospectus, including both the base prospectus and any prospectus
supplement relating to the Securities included in the Registration Statement and
the documents incorporated or deemed incorporated by reference therein pursuant
to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the
Underwriters for use in connection with the offering of the Securities is herein
called the "Prospectus." For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to refer to and
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

         The Company has entered into a stock and asset purchase agreement dated
as of October 16, 2002 (the "Acquisition Agreement") with Ingersoll-Rand Company
Limited ("IR") on behalf of itself and other sellers party thereto
(collectively, the "Acquisition Parties"), to acquire either directly or
indirectly (i) all or a portion of the outstanding shares of capital stock, as
set forth in the Acquisition Agreement, of the companies listed on Schedule B of
the Acquisition Agreement (the "Acquisition Subsidiaries"), (ii) all or a
portion of the equity interests, as set forth in the Acquisition Agreement, of
the companies listed on Schedule C of the Acquisition Agreement (the "Venture
Entities") and (iii) those assets listed in Schedule E of the Acquisition
Agreement (the "Separate Assets"). The Acquisition Subsidiaries, the Venture
Entities and the Separate Assets are hereinafter referred to collectively as
"Torrington," and the purchase of Torrington by the Company as contemplated in
the Acquisition Agreement is hereafter referred to as the

                                       2



"Torrington Acquisition." The Company proposes to issue and sell the Securities
in connection with the financing of the Torrington Acquisition.

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus relating to the Securities or
the Prospectus (or other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statement,
any preliminary prospectus relating to the Securities or the Prospectus, as the
case may be; and all references in this Agreement to amendments or supplements
to the Registration Statement, any preliminary prospectus relating to the
Securities or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934 (the "1934 Act") which is
incorporated by reference in the Registration Statement, such preliminary
prospectus relating to the Securities or the Prospectus, as the case may be.

         SECTION 1.   Representations and Warranties.

         (a)      Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery
(if any) referred to in Section 2(b) hereof, and agrees with each Underwriter,
as follows:

                  (i)      Compliance with Registration Requirements. The
         Company meets the requirements for use of Form S-3 under the 1933 Act.
         Each of the Registration Statement and any Rule 462(b) Registration
         Statement has become effective under the 1933 Act and no stop order
         suspending the effectiveness of the Registration Statement or any Rule
         462(b) Registration Statement is in effect under the 1933 Act and no
         proceedings for that purpose have been instituted or are pending or, to
         the knowledge of the Company, are contemplated by the Commission, and
         any request on the part of the Commission for additional information
         has been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at the Closing Time (and, if any Option Securities
         are purchased, at the Date of Delivery), the Registration Statement,
         the Rule 462(b) Registration Statement and any amendments and
         supplements thereto complied and will comply in all material respects
         with the requirements of the 1933 Act and the 1933 Act Regulations and
         did not and will not contain any untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading. Neither the
         Prospectus nor any amendments or supplements thereto, at the time the
         Prospectus or any such amendment or supplement was issued and at the
         Closing Time (and, if any Option Securities are purchased, at the Date
         of Delivery), included or will include any untrue statement of a
         material fact or omitted or will omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. The
         representations and warranties in this subsection shall not apply to
         statements in or omissions from the Registration Statement or
         Prospectus made in reliance upon and in conformity with information
         furnished to the Company in

                                       3



         writing by any Underwriter through Merrill Lynch expressly for use in
         the Registration Statement or Prospectus.

                  Each preliminary prospectus and the prospectus filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and each preliminary prospectus relating to the Securities
         and the Prospectus delivered to the Underwriters for use in connection
         with this offering was identical to the electronically transmitted
         copies thereof filed with the Commission pursuant to EDGAR, except to
         the extent permitted by Regulation S-T under the 1933 Act ("Regulation
         S-T").

                  (ii)     Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectus, at the time they were or hereafter are filed with
         the Commission, complied and will comply in all material respects with
         the requirements of the 1934 Act and the rules and regulations of the
         Commission thereunder (the "1934 Act Regulations"), as applicable, and,
         when read together with the other information in the Prospectus, at the
         time the Registration Statement became effective, at the time the
         Prospectus was issued and at the Closing Time (and if any Option
         Securities are purchased, at the Date of Delivery), did not and will
         not contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading.

                  (iii)    Independent Accountants. (A) Ernst & Young LLP, the
         accountants who certified the financial statements and supporting
         schedules of the Company included in the Registration Statement, are
         independent public accountants with respect to the Company within the
         meaning of the 1933 Act and the 1933 Act Regulations. (B)
         PricewaterhouseCoopers LLP, the accountants who certified the financial
         statements and supporting schedules of Torrington which were included
         in the Registration Statement and used in the preparation of the pro
         forma financial information set forth in the Registration Statement,
         are independent public accountants with respect to Torrington within
         the meaning of the 1933 Act and the 1933 Act Regulations.

                  (iv)     Financial Statements. The financial statements for
         each of the Company and Torrington included in the Registration
         Statement and the Prospectus, together with the related schedule and
         notes thereto, present fairly, in all material respects, the financial
         position of each of the Company and Torrington and their respective
         consolidated subsidiaries at the dates indicated and the statement of
         operations, stockholders' equity and cash flows of each of the Company
         and Torrington and their respective consolidated subsidiaries for the
         periods specified; said financial statements have been prepared in
         conformity with generally accepted accounting principles ("GAAP")
         applied on a consistent basis throughout the periods involved subject,
         in the case of the unaudited interim financial statements, to normal
         year-end adjustments that have not been made and are not expected to be
         material in amount. The supporting schedule included in the
         Registration Statement presents fairly, in all material respects, in
         accordance with GAAP the information required to be stated therein. The
         selected financial data and the summary financial information included
         in the Prospectus present fairly, in all material

                                       4



         respects, in accordance with GAAP the information shown therein and
         have been compiled on a basis consistent with that of the audited
         financial statements included or incorporated by reference in the
         Registration Statement, except that with respect to the presentation of
         EBITDA as disclosed therein, such measure is not presented in
         accordance with GAAP. The pro forma financial statements and the
         related notes thereto included in the Registration Statement and the
         Prospectus present fairly, in all material respects, the information
         shown therein, have been prepared in accordance with the Commission's
         rules and guidelines with respect to pro forma financial statements and
         have been properly compiled on the bases described therein, and the
         assumptions used in the preparation thereof are reasonable and the
         adjustments used therein are appropriate to give effect to the
         transactions and circumstances referred to therein.

                  (v)      No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, except as otherwise stated therein, (A)
         there has been no material adverse change in the condition, financial
         or otherwise, or in the earnings, business affairs or business
         prospects of the Company and its subsidiaries taken as a whole, whether
         or not arising in the ordinary course of business, (B) there has been,
         to the Company's knowledge, no material adverse change in the
         condition, financial or otherwise, or in the earnings, business affairs
         or business prospects of Torrington, whether or not arising in the
         ordinary course of business, (C) there have been no transactions
         entered into by the Company or any of its subsidiaries, other than
         those in the ordinary course of business or in connection with the
         Torrington Acquisition which are material with respect to the Company
         and its subsidiaries, taken as a whole, (D) there have been, to the
         Company's knowledge, no transactions entered into by Torrington other
         than those in the ordinary course of business or in connection with the
         Torrington Acquisition which are material with respect to Torrington,
         and (E) except for regular quarterly dividends on the Common Stock in
         amounts per share that are consistent with past practice, there has
         been no dividend or distribution of any kind declared, paid or made by
         the Company on any class of its capital stock.

                  (vi)     Good Standing of the Company. The Company has been
         duly incorporated and is validly existing as a corporation in good
         standing under the laws of the State of Ohio and has corporate power
         and authority to own, lease and operate its properties and to conduct
         its business as described in the Prospectus and to enter into and
         perform its obligations under this Agreement; and the Company is duly
         qualified as a foreign corporation to transact business and is in good
         standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure so to qualify or to
         be in good standing would not result in a Material Adverse Effect. As
         used in this Agreement, the term "Material Adverse Effect" means (1)
         when used in respect of any matter relating to the Company or any of
         its subsidiaries, any material adverse change in the condition,
         financial or otherwise, or in the earnings, business affairs or
         business prospects of the Company and its subsidiaries, taken as a
         whole, whether or not arising in the ordinary course of business and
         (2) when used in respect of any matter relating to any of the
         Acquisition Subsidiaries, the Venture Entities or the Separate Assets,
         any material adverse change in the condition, financial or otherwise,
         or in the earnings, business

                                       5



         affairs or business prospects of Torrington, whether or not arising in
         the ordinary course of business.

                  (vii)    Good Standing of Subsidiaries. Each subsidiary of the
         Company that is material to the business, financial condition or
         results of operations of the Company, taken as a whole, (A) is set
         forth on Schedule C hereto, (each a "Subsidiary" and, collectively, the
         "Subsidiaries"), (B) has been duly organized and is validly existing
         and, where applicable, is in good standing under the laws of the
         jurisdiction of its incorporation, formation or organization, as
         applicable, and has the requisite corporate or similar power, as the
         case may be, and authority to own, lease and operate its assets and
         properties and to conduct its business as it is now being conducted and
         as described in the Prospectus; and (C) is duly qualified or licensed
         to transact business and is, where applicable, in good standing in each
         other jurisdiction in which such qualification or license is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure so to qualify or to be in
         good standing would not result in a Material Adverse Effect; except as
         otherwise disclosed in the Registration Statement, all of the issued
         and outstanding capital stock of each such Subsidiary has been duly
         authorized and validly issued, is fully paid and non-assessable and is
         owned by the Company, directly or through subsidiaries, free and clear
         of any security interest, mortgage, pledge, lien, encumbrance, claim or
         equity; none of the outstanding shares of capital stock of any
         Subsidiary was issued in violation of the preemptive or similar rights
         of any securityholder of such Subsidiary. The only subsidiaries of the
         Company are (a) the Subsidiaries listed on Schedule C hereto and (b)
         certain other subsidiaries which, considered in the aggregate as a
         single subsidiary, are not material to the business, financial
         condition or results of operations of the Company, taken as a whole.

                  (viii)   Good Standing of Torrington. To the Company's
         knowledge, each of the Acquisition Subsidiaries and the Venture
         Entities (A) has been duly incorporated, formed or organized and is
         validly existing and, where applicable, is in good standing under the
         laws of the jurisdiction of its incorporation, formation or
         organization, as applicable, and has the requisite corporate or similar
         power, as the case may be, and authority to own, lease and operate its
         assets and properties and to conduct its business as it is now being
         conducted and as described in the Prospectus; and (B) is duly qualified
         or licensed to transact business and is, where applicable, in good
         standing in each other jurisdiction in which such qualification or
         license is required, whether by reason of the ownership or leasing of
         property or the conduct of business, except where the failure so to
         qualify or to be in good standing would not result in a Material
         Adverse Effect.

                  (ix)     Capitalization of the Company. The authorized, issued
         and outstanding capital stock of the Company is as set forth in the
         Prospectus in the column entitled "Actual" under the caption
         "Capitalization" (except for subsequent issuances, if any, pursuant to
         this Agreement, the Acquisition Agreement, pursuant to reservations,
         agreements or employee benefit plans referred to in the Prospectus or
         pursuant to the exercise of convertible securities or options referred
         to in the Prospectus). The shares of issued and outstanding capital
         stock of the Company have been duly authorized and validly issued and
         are fully paid and non-assessable; none of the outstanding shares of

                                       6



         capital stock of the Company was issued in violation of the preemptive
         or other similar rights of any securityholder of the Company.

                  (x)      Authorization of Agreement. This Agreement has been
         duly authorized, executed and delivered by the Company.

                  (xi)     Acquisition Agreement. The Company has delivered to
         the Representatives a true and correct copy of the Acquisition
         Agreement, together with all related agreements, all schedules and
         exhibits thereto [and all letter agreements relating thereto,] and
         there have been no amendments, alterations, modifications or waivers of
         any of the provisions of the Acquisition Agreement, other than as
         described in the Registration Statement, since the form in which it has
         been delivered to the Representatives. The Acquisition Agreement has
         been duly authorized, executed and delivered by the Company and is a
         valid and binding agreement of the Company, enforceable against the
         Company in accordance with its terms except as the enforceability
         thereof may be limited by (i) applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws relating to or affecting creditors' rights generally and (ii)
         general equitable principles, regardless of whether such enforceability
         is considered in a proceeding in equity or at law, and conforms to the
         descriptions thereof contained in the Prospectus. The Company is not
         aware of any event or condition that could reasonably be expected to
         materially and adversely affect the ability of any of the Acquisition
         Parties to consummate the Torrington Acquisition.

                  (xii)    Authorization and Description of Securities. The
         Securities have been duly authorized for issuance and sale to the
         Underwriters pursuant to this Agreement and, when issued and delivered
         by the Company pursuant to this Agreement against payment of the
         consideration set forth herein, will be validly issued, fully paid and
         non-assessable; the Common Stock conforms to all statements relating
         thereto contained in the Prospectus and such description conforms to
         the rights set forth in the instruments defining the same; no holder of
         the Securities will be personally liable for any debts, obligations or
         liabilities of the Company by reason of being such a holder; and the
         issuance of the Securities is not subject to the preemptive or other
         similar rights of any securityholder of the Company.

                  (xiii)   Absence of Defaults and Conflicts. None of the
         Company, its Subsidiaries, or, to the Company's knowledge, the
         Acquisition Subsidiaries or the Venture Entities is in violation of its
         charter or by-laws or similar charter document. None of the Company or
         its Subsidiaries is in default in the performance or observance of any
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease or other agreement or instrument to which the Company or its
         Subsidiaries is a party or by which it or any of them may be bound, or
         to which any of the property or assets of the Company or its
         Subsidiaries is subject (collectively, "Company Agreements and
         Instruments"), except for such defaults that would not result in a
         Material Adverse Effect. To the Company's knowledge, none of the
         Acquisition Subsidiaries or the Venture Entities is in default in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any contract, indenture, mortgage, deed of
         trust, loan or credit agreement,

                                       7



         note, lease or other agreement or instrument known to the Company to
         which the Acquisition Subsidiaries or the Venture Entities is a party
         or by which any of them may be bound, or to which any of the property
         or assets of the Acquisition Subsidiaries or the Venture Entities is
         subject (collectively, "Torrington Agreements and Instruments;" and
         together with the Company Agreements and Instruments, the "Agreements
         and Instruments"), except for such defaults that would not be
         reasonably likely to result in a Material Adverse Effect. The
         execution, delivery and performance of this Agreement and the
         consummation of the transactions contemplated herein, in the
         Acquisition Agreement and in the Registration Statement (including,
         without limitation, the concurrent offering by the Company of its
         senior unsecured notes and the consummation of the other financing
         transactions in connection with the Torrington Acquisition as described
         in the Prospectus, the issuance and sale of the Securities and the use
         of the proceeds from the sale of the Securities as described in the
         Prospectus under the caption "Use of Proceeds") and compliance by the
         Company with its obligations hereunder have been duly authorized by all
         necessary corporate action and do not and will not, whether with or
         without the giving of notice or passage of time or both, conflict with
         or constitute a breach of, or default or Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any of the respective property or assets of
         the Company, its subsidiaries, or, to the Company's knowledge, the
         Acquisition Subsidiaries or the Venture Entities pursuant to the
         Agreements and Instruments (except for such conflicts, breaches,
         Repayment Events or defaults or liens, charges or encumbrances that
         would not result in a Material Adverse Effect), nor will such action
         result in any violation of (A) the provisions of the charter or by-laws
         or similar charter document of the Company, or its Subsidiaries, or, to
         the Company's knowledge, the Acquisition Subsidiaries or the Venture
         Entities or (B) any applicable law, statute, rule, regulation,
         judgment, order, writ or decree of any government, government
         instrumentality or court, domestic or foreign, having jurisdiction over
         the Company or its subsidiaries, or, to the Company's knowledge, the
         Acquisition Subsidiaries or the Venture Entities or any of their
         respective assets, properties or operations (except with respect to
         clause (B) above, as would not result in a Material Adverse Effect). As
         used herein, a "Repayment Event" means any event or condition which
         gives the holder of any note, debenture or other evidence of
         indebtedness (or any person acting on such holder's behalf) the right
         to require the repurchase, redemption or repayment of all or a portion
         of such indebtedness by the Company, its subsidiaries, the Acquisition
         Subsidiaries or the Venture Entities, as the case may be.

                  (xiv)    Distributions and Dividend Payments. Except as
         described in or contemplated by the Registration Statement and the
         Prospectus and except as prohibited by local law in circumstances that
         would not, individually or in the aggregate, result in a Material
         Adverse Effect, (A) no Subsidiary of the Company is currently
         prohibited, directly or indirectly, from paying any dividends to the
         Company, from making any other distribution on such Subsidiary's
         capital stock or other equity interests, as applicable, from repaying
         to the Company any loans or advances to such Subsidiary from the
         Company, or from transferring any of such Subsidiary's property or
         assets to the Company or any other Subsidiary of the Company and (B) to
         the Company's knowledge, none of the Acquisition Subsidiaries or the
         Venture Entities will, upon consummation of the Torrington Acquisition,
         be prohibited, directly or indirectly, from paying any

                                       8



         dividends to the Company, from making any other distribution on its
         capital stock or equity interests, from repaying to the Company any
         loans or advances from the Company to it, or from transferring any of
         its property or assets to the Company or any other subsidiary of the
         Company.

                  (xv)     Internal Controls. The Company maintains a system of
         internal accounting controls sufficient to provide reasonable assurance
         that (1) transactions are executed in accordance with management's
         general or specific authorizations; (2) transactions are recorded as
         necessary to permit preparation of financial statements in conformity
         with GAAP and to maintain asset accountability; (3) access to assets is
         permitted only in accordance with management's general or specific
         authorization; and (4) the recorded accountability for assets is
         compensated with the existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

                  (xvi)    Absence of Labor Dispute. No labor dispute with the
         employees of the Company, any of its subsidiaries or, to the knowledge
         of the Company, Torrington exists or, to the knowledge of the Company,
         is imminent, and the Company is not aware of any existing or imminent
         labor disturbance by the employees of any of its or its subsidiaries'
         principal suppliers, manufacturers, customers or contractors, which, in
         either case, may reasonably be expected to result in a Material Adverse
         Effect.

                  (xvii)   Absence of Proceedings. There are no legal or
         governmental proceedings pending or, to the Company's knowledge,
         threatened to which the Company or any of its Subsidiaries, or, to the
         Company's knowledge, the Acquisition Subsidiaries or the Venture
         Entities is subject, or to which any of the properties of the Company
         or any of its Subsidiaries, or, to the Company's knowledge, the
         Acquisition Subsidiaries or the Venture Entities is subject, that are
         required to be described in the Registration Statement or the
         Prospectus and are not so described or any statutes, regulations,
         contracts or other documents that are required to be described in the
         Registration Statement or the Prospectus or to be filed as an exhibit
         to the Registration Statement that are not described or filed as
         required.

                  (xviii)  Possession of Intellectual Property. Each of the
         Company, its Subsidiaries, and, to the Company's knowledge, the
         Acquisition Subsidiaries and the Venture Entities own or possess, or
         can acquire on reasonable terms, adequate patents, rights to use
         patents, licenses, inventions, copyrights, know-how (including trade
         secrets and other unpatented and/or unpatentable proprietary or
         confidential information, systems or procedures), trademarks, service
         marks, trade names or other intellectual property (collectively,
         "Intellectual Property") necessary to carry on the business now
         operated by them, except where the failure to own or possess such
         Intellectual Property would not result, singly or in the aggregate, in
         a Material Adverse Effect, and none of the Company, its Subsidiaries
         and, to the Company's knowledge, the Acquisition Subsidiaries or the
         Venture Entities has received any notice or has a reasonable basis to
         believe that the conduct of their respective businesses will result in
         any infringement of or conflict with asserted rights of others with
         respect to any Intellectual Property or of any facts or circumstances
         which would render any Intellectual Property invalid or inadequate to
         protect the interest of any of the Company, its subsidiaries, the
         Acquisition Subsidiaries and the Venture Entities therein, and which
         infringement or conflict (if the subject of any

                                       9



         unfavorable decision, ruling or finding) or invalidity or inadequacy,
         singly or in the aggregate, would result in a Material Adverse Effect.

                  (xix)    Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Company of
         its obligations hereunder, in connection with the offering, issuance or
         sale of the Securities hereunder or the consummation of the
         transactions contemplated by this Agreement, the Prospectus and the
         Acquisition Agreement, (including, without limitation, the concurrent
         offering by the Company of its senior unsecured notes and the
         consummation of the other financing transactions, as described in the
         Prospectus), except as described in the Prospectus and such as have
         already been obtained or as may be required under the 1933 Act or the
         1933 Act Regulations or state securities laws.

                  (xx)     Possession of Licenses and Permits. Except as would
         not result, singly or in the aggregate, in a Material Adverse Effect,
         each of the Company, its Subsidiaries and, to the Company's knowledge,
         the Acquisition Subsidiaries and the Venture Entities own or possess
         such permits, licenses, approvals, consents and other authorizations
         (collectively, "Governmental Licenses") issued by the appropriate
         federal, state, local or foreign regulatory agencies or bodies
         necessary to conduct their respective businesses as now operated or
         proposed to be operated following the Torrington Acquisition as
         described in the Prospectus; each of the Company, its Subsidiaries or,
         to the Company's knowledge, the Acquisition Subsidiaries and the
         Venture Entities are in compliance with the terms and conditions of all
         such Governmental Licenses, except where the failure so to comply would
         not, singly or in the aggregate, have a Material Adverse Effect; all of
         the Governmental Licenses are valid and in full force and effect,
         except when the invalidity of such Governmental Licenses or the failure
         of such Governmental Licenses to be in full force and effect would not
         have a Material Adverse Effect; and none of the Company, its
         Subsidiaries or, to the Company's knowledge, the Acquisition
         Subsidiaries or the Venture Entities has received any notice of
         proceedings relating to the revocation or modification of any such
         Governmental Licenses which, singly or in the aggregate, if the subject
         of an unfavorable decision, ruling or finding, would result in a
         Material Adverse Effect. Upon completion of the Torrington Acquisition
         and the transfer of any such Governmental Licenses to the Company, the
         Company will have the right to own and operate the Acquisition
         Subsidiaries, the Venture Entities and the Separate Assets as described
         in the Prospectus; except as described in the Prospectus, no event has
         occurred which permits (nor has an event occurred which with notice or
         lapse of time or both would permit) the revocation or termination of
         any such Governmental Licenses either prior to or following the
         completion of the Torrington Acquisition and the transfer of the
         Governmental Licenses to the Company, or which might reasonably be
         expected to have a Material Adverse Effect.

                  (xxi)    Title to Property. (A) Each of the Company, its
         subsidiaries and, to the Company's knowledge, the Acquisition
         Subsidiaries and the Venture Entities have good and marketable title to
         all real property owned by them and good title to all other properties
         owned by them, in each case, free and clear of all mortgages, pledges,
         liens, security interests, claims, restrictions or encumbrances of any
         kind except such as (a) are

                                       10



         described in the Prospectus or (b) do not, singly or in the aggregate,
         materially affect the value of such property and do not interfere with
         the use made and proposed to be made of such property by the Company
         following the Torrington Acquisition. (B) Except as would not result,
         singly or in the aggregate, in a Material Adverse Effect, all of the
         leases and subleases which are material to the business of the Company,
         its subsidiaries and, to the Company's knowledge, the Acquisition
         Subsidiaries and the Venture Entities, and under which any of them hold
         properties described in the Prospectus, are in full force and effect,
         and none of them has any notice of any material claim of any sort that
         has been asserted by anyone adverse to any of their rights under any of
         the leases or subleases mentioned above, or affecting or questioning
         any of their rights to the continued possession of the leased or
         subleased premises under any such lease or sublease.

                  (xxii)   Investment Company Act. The Company is not, and upon
         the issuance and sale of the Securities as herein contemplated and the
         application of the net proceeds therefrom as described in the
         Prospectus will not be, an "investment company" or an entity
         "controlled" by an "investment company" as such terms are defined in
         the Investment Company Act of 1940, as amended (the "1940 Act").

                  (xxiii)  Registration Rights. Except as disclosed in the
         Registration Statement, there are no persons with registration rights
         or other similar rights to have any securities registered pursuant to
         the Registration Statement or otherwise registered by the Company under
         the 1933 Act.

                  (xxiv)   Environmental Laws. Except as described in the
         Registration Statement and except as would not, singly or in the
         aggregate, result in a Material Adverse Effect, (A) none of the
         Company, its Subsidiaries or, to the Company's knowledge, the
         Acquisition Subsidiaries or the Venture Entities is in violation of any
         federal, state, local or foreign statute, law, rule, regulation,
         ordinance, code, policy or any judicial or administrative
         interpretation thereof, relating to pollution or protection of human
         health, the environment (including, without limitation, ambient air,
         surface water, groundwater, land surface or subsurface strata) or
         wildlife, including, without limitation, laws and regulations relating
         to the release or threatened release of chemicals, pollutants,
         contaminants, wastes, toxic substances, hazardous substances, petroleum
         or petroleum products (collectively, "Hazardous Materials") or to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of Hazardous Materials (collectively,
         "Environmental Laws"), (B) each of the Company, its Subsidiaries and,
         to the Company's knowledge, the Acquisition Subsidiaries and the
         Venture Entities have all permits, authorizations and approvals
         required under any applicable Environmental Laws and are each in
         compliance with their requirements, (C) there are no pending or, to the
         Company's knowledge, threatened administrative, regulatory or judicial
         actions, suits, demands, demand letters, claims, liens, notices of
         noncompliance or violation, investigation or proceedings relating to
         any Environmental Law against any of the Company, its Subsidiaries or,
         to the Company's knowledge, the Acquisition Subsidiaries and the
         Venture Entities and (D) the Company is not aware of any events or
         circumstances that might reasonably be expected to form the basis of an
         order for clean-up or remediation, or an action, suit or proceeding by
         any private party or governmental body or agency, against or affecting
         any of the Company, its Subsidiaries

                                       11



         or, to the Company's knowledge, the Acquisition Subsidiaries and the
         Venture Entities relating to Hazardous Materials or any Environmental
         Laws.

         (b)      Officer's Certificates. Any certificate signed by any officer
of the Company delivered to the Representatives or to counsel for the
Underwriters in connection with the offering of the Securities contemplated
hereby shall be deemed a representation and warranty by the Company made as of
the date of such certificate (except to the extent a date is specified in such
representation or warranty, in which case such representation or warranty shall
be deemed made as of such date) to each Underwriter as to the matters covered
thereby.

         SECTION 2.   Sale and Delivery to Underwriters; Closing.

         (a)      Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price per share set forth in Schedule B, the number of
Initial Securities set forth in Schedule A opposite the name of such
Underwriter, plus any additional number of Initial Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

         (b)      Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the
Underwriters, severally and not jointly, to purchase up to an additional
[1,165,000] shares of Common Stock at the price per share set forth in Schedule
B, less an amount per share equal to any dividends or distributions declared by
the Company and payable on the Initial Securities but not payable on the Option
Securities. The option hereby granted will expire 30 days after the date hereof
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments which may be made in connection with the offering
and distribution of the Initial Securities upon notice by the Representatives to
the Company setting forth the number of Option Securities as to which the
several Underwriters are then exercising the option and the time and date of
payment and delivery for such Option Securities. Any such time and date of
delivery (a "Date of Delivery") shall be determined by the Representatives, but
shall not be later than seven full business days after the exercise of said
option, nor in any event prior to the Closing Time, as hereinafter defined. If
the option is exercised as to all or any portion of the Option Securities, each
of the Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of Option Securities then being purchased which
the number of Initial Securities set forth in Schedule A opposite the name of
such Underwriter bears to the total number of Initial Securities, subject in
each case to such adjustments as the Representatives in their discretion shall
make to eliminate any sales or purchases of fractional shares.

         (c)      Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Jones
Day, located at 222 East 41st Street, New York, New York, or at such other place
as shall be agreed upon by the Representatives and the Company, at 10:00 A.M.
(Eastern time) on the [third] ([fourth], if the pricing occurs after 4:30 P.M.
(Eastern time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section 10), or such other time
not later than ten business

                                       12



days after such date as shall be agreed upon by the Representatives and the
Company (such time and date of payment and delivery being herein called "Closing
Time").

         In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Company, on each Date of Delivery as specified in the notice from the
Representatives to the Company.

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

         (d)      Denominations; Registration. Certificates for the Initial
Securities and the Option Securities, if any, shall be in such denominations and
registered in such names as the Representatives may request in writing at least
one full business day before the Closing Time or the relevant Date of Delivery,
as the case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.

         SECTION 3.   Covenants of the Company. The Company covenants with each
Underwriter as follows:

                  (a) Compliance with Securities Regulations and Commission
         Requests. The Company, subject to Section 3(b), will comply with the
         requirements of Rule 430A and will notify the Representatives promptly,
         and confirm the notice in writing, (i) when any post-effective
         amendment to the Registration Statement shall become effective, or any
         supplement to the Prospectus or any amended Prospectus shall have been
         filed, (ii) of the receipt of any comments from the Commission, (iii)
         of any request by the Commission for any amendment to the Registration
         Statement or any amendment or supplement to the Prospectus or for
         additional information relating thereto, and (iv) of the issuance by
         the Commission of any stop order suspending the effectiveness of the
         Registration Statement or of any order preventing or suspending the use
         of any preliminary prospectus relating to the Securities, or of the
         suspension of the qualification of the Securities for offering or sale
         in any jurisdiction or of the initiation or threatening of any
         proceedings for any of such purposes. The Company will promptly effect
         the filings necessary pursuant to Rule 424(b) and will take such steps
         as it deems necessary to ascertain promptly whether the form of
         prospectus transmitted for filing under Rule 424(b) was received for
         filing by

                                       13



         the Commission and, in the event that it was not, it will promptly file
         such prospectus. The Company will make every reasonable effort to
         prevent the issuance of any stop order and, if any stop order is
         issued, to obtain the lifting thereof as soon as possible.

                  (b) Filing of Amendments. Until the completion of the
         distribution of the Securities, the Company will give the
         Representatives notice of its intention to file or prepare any
         amendment to the Registration Statement (including any filing under
         Rule 462(b)), or any amendment, supplement or revision to either the
         prospectus included in the Registration Statement at the time it became
         effective or to the Prospectus, whether pursuant to the 1933 Act, the
         1934 Act or otherwise, will furnish the Representatives with copies of
         any such documents a reasonable amount of time prior to such proposed
         filing or use, as the case may be, and, with respect to any documents
         to be filed under the 1933 Act or which will be or will be deemed to be
         incorporated by reference in the Registration Statement upon filing,
         will not file or use any such document to which the Representatives or
         counsel for the Underwriters shall reasonably object.

                  (c) Delivery of Registration Statements. The Company has
         furnished or will deliver to the Representatives and counsel for the
         Underwriters, without charge, signed copies of the Registration
         Statement as originally filed and of each amendment thereto (including
         exhibits filed therewith or incorporated by reference therein and
         documents incorporated or deemed to be incorporated by reference
         therein) and will also deliver to the Representatives, without charge,
         a conformed copy of the Registration Statement as originally filed and
         of each amendment thereto (without exhibits) for each of the
         Underwriters. The copies of the Registration Statement and each
         amendment thereto furnished to the Underwriters will be identical to
         the electronically transmitted copies thereof filed with the Commission
         pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                  (d) Delivery of Prospectuses. The Company has delivered to
         each Underwriter, without charge, as many copies of each preliminary
         prospectus as such Underwriter reasonably requested, and the Company
         hereby consents to the use of such copies for the purposes permitted by
         the 1933 Act. The Company will furnish to each Underwriter, without
         charge, during the period when the Prospectus is required to be
         delivered under the 1933 Act or the 1934 Act, such number of copies of
         the Prospectus (as amended or supplemented) as such Underwriter may
         reasonably request. The Prospectus and any amendments or supplements
         thereto furnished to the Underwriters will be identical to the
         electronically transmitted copies thereof filed with the Commission
         pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                  (e) Continued Compliance with Securities Laws. The Company
         will comply with the 1933 Act and the 1933 Act Regulations and the 1934
         Act and the 1934 Act Regulations so as to permit the completion of the
         distribution of the Securities as contemplated in this Agreement and in
         the Prospectus. If at any time when a prospectus is required by the
         1933 Act to be delivered in connection with sales of the Securities,
         any event shall occur or condition shall exist as a result of which it
         is necessary, in the opinion of counsel for the Underwriters or in the
         judgment of the Company, to amend the Registration Statement or amend
         or supplement the Prospectus in order that the

                                       14



         Prospectus will not include any untrue statements of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein not misleading in the light of the circumstances existing at
         the time it is delivered to a purchaser, or if it shall be necessary,
         in the opinion of such counsel, at any such time to amend the
         Registration Statement or amend or supplement the Prospectus in order
         to comply with the requirements of the 1933 Act or the 1933 Act
         Regulations, the Company will promptly prepare and file with the
         Commission, subject to Section 3(b), such amendment or supplement as
         may be necessary to correct such statement or omission or to make the
         Registration Statement or the Prospectus comply with such requirements,
         and the Company will furnish to the Underwriters such number of copies
         of such amendment or supplement as the Underwriters may reasonably
         request.

                  (f) Blue Sky Qualifications. The Company will use its
         reasonable best efforts, in cooperation with the Underwriters, to
         qualify the Securities for offering and sale under the applicable
         securities laws of such states and other jurisdictions (domestic or
         foreign) as the Representatives may reasonably designate and to
         maintain such qualifications in effect for a period of not less than
         one year from the later of the effective date of the Registration
         Statement and any Rule 462(b) Registration Statement; provided,
         however, that the Company shall not be obligated to file any general
         consent to service of process or to qualify as a foreign corporation or
         as a dealer in securities in any jurisdiction in which it is not so
         qualified or to subject itself to taxation in respect of doing business
         in any jurisdiction in which it is not otherwise so subject. In each
         jurisdiction in which the Securities have been so qualified, the
         Company will file such statements and reports as may be required by the
         laws of such jurisdiction to continue such qualification in effect for
         a period of not less than one year from the effective date of the
         Registration Statement and any Rule 462(b) Registration Statement.

                  (g) Rule 158. The Company will timely file such reports
         pursuant to the 1934 Act as are necessary in order to make generally
         available to its securityholders within the required time periods an
         earnings statement covering a period of at least twelve months,
         beginning with the first fiscal quarter of the Company after the
         effective date of the Registration Statement (as the term "effective
         date" is defined in Rule 158(c) under the 1933 Act), which earnings
         statement shall satisfy the provisions of Section 11(a) of the 1933
         Act.

                  (h) Use of Proceeds. The Company will use the net proceeds
         received by it from the sale of the Securities in the manner specified
         in the Prospectus under "Use of Proceeds."

                  (i) Listing. The Company will use its best efforts to effect
         and maintain the listing of the Securities on The New York Stock
         Exchange and will file with the New York Stock Exchange all documents
         and notices required by the New York Stock Exchange of companies that
         have securities listed on the New York Stock Exchange.

                  (j) Restriction on Sale of Securities. During a period of 90
         days from the date of the Prospectus, the Company will not, without the
         prior written consent of Merrill Lynch, (i) directly or indirectly,
         offer, pledge, sell, contract to sell, sell any option or contract to

                                       15



         purchase, purchase any option or contract to sell, grant any option,
         right or warrant to purchase or otherwise transfer or dispose of any
         share of Common Stock or any securities convertible into or exercisable
         or exchangeable for Common Stock or file any registration statement
         under the 1933 Act with respect to any of the foregoing or (ii) enter
         into any swap or any other agreement or any transaction that transfers,
         in whole or in part, directly or indirectly, the economic consequence
         of ownership of the Common Stock, whether any such swap or transaction
         described in clause (i) or (ii) above is to be settled by delivery of
         Common Stock or such other securities, in cash or otherwise. The
         foregoing sentence shall not apply to (A) the Securities to be sold
         hereunder, (B) any shares of Common Stock issued by the Company upon
         the exercise of an option outstanding on the date hereof and referred
         to in the Prospectus, (C) any shares of Common Stock issued or options
         to purchase Common Stock granted in the ordinary course of business
         pursuant to existing employee benefit plans of the Company referred to
         or incorporated by reference in the Prospectus or pursuant to any plan
         governed by Section 401(k) of the Internal Revenue Code relating to
         employees of Torrington assumed or entered in to by the Company
         pursuant to the Acquisition Agreement (and with respect to sales of any
         shares of Common Stock issued pursuant to any such plan, the Company
         shall be permitted to file a Registration Statement on Form S-8 under
         the 1933 Act), (D) any shares of Common Stock issued or options to
         purchase Common Stock granted in the ordinary course of business to any
         non-employee director pursuant to any existing stock or incentive plan
         or dividend reinvestment plan of the Company referred to or
         incorporated by reference in the Prospectus or (E) the shares of Common
         Stock issued to IR in accordance with the terms of the Acquisition
         Agreement as described in the Prospectus.

                  (k) Reporting Requirements. The Company, during the period
         when the Prospectus is required to be delivered under the 1933 Act or
         the 1934 Act, will file all documents required to be filed with the
         Commission pursuant to the 1934 Act within the time periods required by
         the 1934 Act and the 1934 Act Regulations.

         SECTION 4.   Payment of Expenses.

         (a)      Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the reproduction and delivery to the Underwriters of this
Agreement, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus relating to the Securities, and of the Prospectus and any
amendments or supplements thereto, (vii) the reproduction and delivery to the
Underwriters of copies of the Blue Sky Survey and any

                                       16



supplement thereto, (viii) the fees and expenses of any transfer agent or
registrar for the Securities, (ix) the fees and expenses incurred in connection
with the listing of the Securities on The New York Stock Exchange.

         (b)      Termination of Agreement. If this Agreement is terminated by
the Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

         SECTION 5.   Conditions of Underwriters' Obligations. The obligations
of the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company delivered pursuant to the
provisions hereof, to the performance by the Company of its covenants and other
obligations hereunder, and to the following further conditions:

                  (a) Effectiveness of Registration Statement. The Registration
         Statement, including any Rule 462(b) Registration Statement, has become
         effective and at Closing Time no stop order suspending the
         effectiveness of the Registration Statement shall have been issued
         under the 1933 Act or proceedings therefor initiated or, to the
         Company's knowledge, threatened by the Commission, and any request on
         the part of the Commission for additional information shall have been
         complied with to the reasonable satisfaction of counsel to the
         Underwriters. A prospectus containing the Rule 430A Information shall
         have been filed with the Commission in accordance with Rule 424(b) (or
         a post-effective amendment providing such information shall have been
         filed and declared effective in accordance with the requirements of
         Rule 430A).

                  (b) Opinion of Counsel for Company. At Closing Time, the
         Representatives shall have received (a) the favorable opinion and (b) a
         letter, each dated as of Closing Time, of Jones Day, special counsel
         for the Company, in the form set forth in Exhibit A and Exhibit B,
         respectively, together with signed or reproduced copies of such opinion
         and letter for each of the other Underwriters.

                  (c) Opinion of the General Counsel of the Company. At Closing
         Time, the Representatives shall have received the favorable opinion of
         William R. Burkhart, Senior Vice President and General Counsel of
         Company, in the form set forth in Exhibit C, together with signed or
         reproduced copies of such opinion for each of the other Underwriters.

                  (d) Opinion of Counsel for Underwriters. At Closing Time, the
         Representatives shall have received the favorable opinion, dated as of
         Closing Time, of Shearman & Sterling, counsel for the Underwriters,
         together with signed or reproduced copies of such letter for each of
         the other Underwriters, in form and substance reasonably satisfactory
         to the Representatives. In giving such opinion such counsel may rely,
         as to all matters governed by the laws of jurisdictions other than the
         law of the State of New York, and the federal law of the United States,
         upon the opinions of counsel satisfactory to the Representatives. Such
         counsel may also state that, insofar as such opinion involves

                                       17



         factual matters, they have relied, to the extent they deem proper, upon
         certificates of officers of the Company and its subsidiaries and
         certificates of public officials.

                  (e) Officers' Certificate. At Closing Time, there shall not
         have been, since the date hereof or since the respective dates as of
         which information is given in the Prospectus, (A) any material adverse
         change in the condition, financial or otherwise, or in the earnings,
         business affairs or business prospects of the Company and its
         subsidiaries, taken as whole, whether or not arising in the ordinary
         course of business, or (B) any adverse change in the condition,
         financial or otherwise, or in the earnings, business affairs or
         business prospects of Torrington, whether or not arising in the
         ordinary course of business, which, individually or in the aggregate
         with all other of such changes, is materially adverse to the Company,
         its subsidiaries and Torrington, taken as a whole; and the
         Representatives shall have received a certificate of the President or a
         Vice President of the Company and of the chief financial or chief
         accounting officer of the Company, dated as of Closing Time, to the
         effect that, to such officer's knowledge, (i) there has been no such
         material adverse change referred to in clause (A) above, (ii) there has
         been no such adverse change referred to in clause (B) above, (iii) the
         representations and warranties in Section 1(a) hereof are true and
         correct with the same force and effect as though expressly made at and
         as of Closing Time and (iv) the Company has complied with all
         agreements and satisfied all conditions on its part to be performed or
         satisfied at or prior to Closing Time.

                  (f) Accountants' Comfort Letter. At the time of the execution
         of this Agreement, the Representatives shall have received from each of
         Ernst & Young LLP and PricewaterhouseCoopers LLP a letter dated such
         date, in form and substance satisfactory to the Representatives,
         together with signed or reproduced copies of such letter for each of
         the other Underwriters containing statements and information of the
         type ordinarily included in accountants' "comfort letters" to
         underwriters with respect to the financial statements and certain
         financial information contained in the Registration Statement and the
         Prospectus.

                  (g) Bring-down Comfort Letter. At Closing Time, the
         Representatives shall have received from each of Ernst & Young LLP and
         PricewaterhouseCoopers LLP a letter, dated as of Closing Time, to the
         effect that they reaffirm the statements made in the letter furnished
         pursuant to subsection (f) of this Section, except that the specified
         date referred to shall be a date not more than three business days
         prior to Closing Time.

                  (h) Approval of Listing. At Closing Time, the Securities shall
         have been approved for listing on The New York Stock Exchange, subject
         only to official notice of issuance.

                  (i) Lock-up Agreements. At the date of this Agreement, the
         Representatives shall have received an agreement substantially in the
         form of Exhibit D hereto signed by the persons listed on Schedule D
         hereto.

                                       18



                  (j) Consummation of the Torrington Acquisition. At Closing
         Time, the Torrington Acquisition shall have been consummated in
         accordance with the terms of the Acquisition Agreement.

                  (k) Conditions to Purchase of Option Securities. In the event
         that the Underwriters exercise their option provided in Section 2(b)
         hereof to purchase all or any portion of the Option Securities, the
         representations and warranties of the Company contained herein and the
         statements in any certificates furnished by the Company hereunder shall
         be true and correct as of each Date of Delivery and, at the relevant
         Date of Delivery, the Representatives shall have received:

                           (i)      Officers' Certificate. A certificate, dated
                  such Date of Delivery, of the President or a Vice President of
                  the Company and of the chief financial or chief accounting
                  officer of the Company confirming that the certificate
                  delivered at Closing Time pursuant to Section 5(d) hereof
                  remains true and correct as of such Date of Delivery.

                           (ii)     Opinion of Counsel for Company. The
                  favorable opinion and letter of Jones Day, counsel for the
                  Company, in the form set forth in Exhibit A and Exhibit B,
                  respectively, each dated such Date of Delivery, relating to
                  the Option Securities to be purchased on such Date of Delivery
                  and otherwise to the same effect as the opinion required by
                  Section 5(b) hereof.

                            (iii)    Opinion of General Counsel of the Company.
                  The favorable opinion of William R. Burkhart, Senior Vice
                  President and General Counsel to the Company, in the form set
                  forth in Exhibit C, dated such Date of Delivery, relating to
                  the Option Securities to be purchased on such Date of Delivery
                  and otherwise to the same effect as the opinion required by
                  Section 5(c) hereof.

                           (iv)     Opinion of Counsel for Underwriters. The
                  favorable opinion of Shearman & Sterling, counsel for the
                  Underwriters, dated such Date of Delivery, relating to the
                  Option Securities to be purchased on such Date of Delivery in
                  form and substance reasonably satisfactory to the
                  Underwriters.

                           (v)      Bring-down Comfort Letter. A letter from
                  each of Ernst & Young LLP and PricewaterhouseCoopers LLP, in
                  form and substance satisfactory to the Representatives and
                  dated such Date of Delivery, substantially in the same form
                  and substance as the letter furnished to the Representatives
                  pursuant to Section 5(f) hereof, except that the "specified
                  date" in the letter furnished pursuant to this paragraph shall
                  be a date not more than three days prior to such Date of
                  Delivery.

                  (l) Necessary Amendments. At the Closing Time, the Company
         shall have entered into an amendment to each of its existing
         reimbursement agreements with, or obtained a waiver from, each of Bank
         One, N.A., Wachovia Bank, National Association and The Northern Trust
         Company, in form and substance reasonably satisfactory to

                                       19



         counsel for the Underwriters, such that giving effect to the
         transactions contemplated by this Agreement and as described in the
         Prospectus, including the financings in connection with the Torrington
         Acquisition, will not result in a default under such reimbursement
         agreements.

                  (m) Additional Agreements. At the date of this Agreement, the
         Representatives shall have received the letter agreement in the form
         set forth in Exhibit E hereto of the Company with respect to certain
         provisions of the Standstill and Voting Agreement (as defined in the
         Acquisition Agreement).

                  (n) Additional Documents. At Closing Time and at each Date of
         Delivery, counsel for the Underwriters shall have been furnished with
         such documents and opinions as they may reasonably require for the
         purpose of enabling them to pass upon the issuance and sale of the
         Securities as herein contemplated, or in order to evidence the accuracy
         of any of the representations or warranties, or the fulfillment of any
         of the conditions, herein contained; and all proceedings taken by the
         Company in connection with the issuance and sale of the Securities as
         herein contemplated shall be satisfactory in form and substance to the
         Representatives and counsel for the Underwriters.

                  (o) Termination of Agreement. If any condition specified in
         this Section shall not have been fulfilled when and as required to be
         fulfilled, this Agreement, or, in the case of any condition to the
         purchase of Option Securities, on a Date of Delivery which is after the
         Closing Time, the obligations of the several Underwriters to purchase
         the relevant Option Securities, may be terminated by the
         Representatives by notice to the Company at any time at or prior to
         Closing Time or such Date of Delivery, as the case may be, and such
         termination shall be without liability of any party to any other party
         except as provided in Section 4 and except that Sections 1, 6, 7 and 8
         shall survive any such termination and remain in full force and effect.

         SECTION 6.   Indemnification.

         (a)      Indemnification of Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to which any such Underwriter or
         control person may become subject arising out of any untrue statement
         or alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), including the Rule
         430A Information, if applicable, or the omission or alleged omission
         therefrom of a material fact required to be stated therein or necessary
         to make the statements therein not misleading or arising out of any
         untrue statement or alleged untrue statement of a material fact
         included in any preliminary prospectus relating to the Securities or
         the Prospectus (or any amendment or supplement thereto), or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;

                                       20



                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company; and

                  (iii)    against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by Merrill
         Lynch), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Merrill Lynch expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information, or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) and provided, further, that the indemnity agreement contained in this
Section 6(a) shall not apply to any loss, liability, claim, damage or expense
resulting from the fact that a court of competent jurisdiction shall have made a
final, non-appealable determination that the untrue statement or omission shall
have been corrected in a preliminary prospectus relating to the Securities or
the Prospectus and a copy of such preliminary prospectus relating to the
Securities or Prospectus was delivered to such Underwriter in accordance with
the terms hereof and was not sent or given to such person by such Underwriter as
required and within the time required by the 1933 Act.

         Insofar as this indemnity agreement may permit indemnification for
liabilities under the 1933 Act of any person who is a partner of an Underwriter
or who controls an underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act and who, at the date of this Agreement, is a
director or officer of the Company or controls the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity
agreement is subject to the undertaking of the Company in the Registration
Statement under Item 17.

         (b)      Indemnification of Company, Directors and Officers. Each
Underwriter severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense whatsoever to which the Company may become subject as
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), including the Rule 430A Information or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), but only
to the extent made in reliance upon and in conformity with written information
furnished to the

                                       21



Company by such Underwriter through Merrill Lynch expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

         (c)      Actions Against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder unless and only to
the extent it did not otherwise learn of such action and it is not materially
prejudiced as a result thereof and in any event shall not relieve it from any
liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

         (d)      Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into, and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement; provided that an indemnifying party shall not be
liable for any such settlement effected without its consent if such indemnifying
party, prior to the date of such settlement, (1) reimburses such indemnified
party in accordance with such request for the amount of such fees and expenses
of counsel as the indemnifying party believes in good faith to be reasonable,
and (2) provides written notice to the indemnified party that the indemnifying
party disputes in good faith the reasonableness of the unpaid balance of such
fees and expenses.

                                       22



         SECTION 7.   Contribution. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

         The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus, bear to the aggregate initial
public offering price of the Securities as set forth on such cover.

         The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

                                       23



         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section are several in
proportion to the number of Initial Securities set forth opposite their
respective names in Schedule A hereto and not joint.

         SECTION 8.   Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the Company, and shall survive delivery of the Securities to
the Underwriters.

         SECTION 9.   Termination of Agreement.

         (a)      Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, (A) any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries, taken as a whole, whether or not arising in the ordinary course of
business, or (B) any adverse change in the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of Torrington, whether
or not arising in the ordinary course of business, which, individually or in the
aggregate with all other of such changes, is materially adverse to the Company,
its subsidiaries and Torrington considered as one enterprise or (ii) if there
has occurred any material adverse change in the financial markets in the United
States or in the international financial markets, any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representatives, impracticable to market the Securities
or to enforce contracts for the sale of the Securities, or (iii) if trading in
any securities of the Company has been suspended or materially limited by the
Commission or The New York Stock Exchange, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the
National Association of Securities Dealers, Inc. or any other governmental
authority, or a material disruption has occurred in commercial banking or
securities settlement or clearance services in the United States, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities.

                                       24



         (b)      Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

         SECTION 10.  Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

                  (a)      if the number of Defaulted Securities does not exceed
         10% of the number of Securities to be purchased on such date, the
         non-defaulting Underwriters shall be obligated, each severally and not
         jointly, to purchase the full amount thereof in the proportions that
         their respective underwriting obligations hereunder bear to the
         underwriting obligations of all non-defaulting Underwriters, or

                  (b)      if the number of Defaulted Securities exceeds 10% of
         the number of Securities to be purchased on such date, (i) this
         Agreement or (ii) with respect to any Date of Delivery which occurs
         after Closing Time, the obligation of the Underwriters to purchase and
         of the Company to sell the Option Securities to be purchased and sold
         on such Date of Delivery, shall terminate without liability on the part
         of any non-defaulting Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement or, in the case of a Date of Delivery which is after Closing
Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the Representatives or the Company shall have the
right to postpone Closing Time or the relevant Date of Delivery, as the case may
be, for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements. As used herein, the term "Underwriter" includes any person
substituted for an Underwriter under this Section.

         Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Underwriters shall be
directed to the Representatives at North Tower, World Financial Center, New
York, New York 10281, attention of Michael Santini, Managing Director; and
notices to the Company shall be directed to it at 1835 Dueber Avenue, S.W.,
Canton, Ohio 44706-2798, attention of the Senior Vice President and General
Counsel.

                                       25



         SECTION 11.  Parties. This Agreement shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

         SECTION 12.  GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 13.  Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

                                       26



         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.

                                             Very truly yours,

                                             THE TIMKEN COMPANY

                                             By_________________________________
                                                        Name:
                                                        Title:

                                             By_________________________________
                                                        Name:
                                                        Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED

By: Merrill Lynch, Pierce, Fenner & Smith
                Incorporated

         By_________________________
                   Name:
                   Title:

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.

                                       27



                                   SCHEDULE A



                                                                                    Number of
Name of Underwriter                                                             Initial Securities
- -------------------                                                             ------------------
                                                                             
Merrill Lynch, Pierce, Fenner & Smith
              Incorporated.................................................                     -
J.P. Morgan Securities Inc.................................................                     -
Morgan Stanley & Co. Incorporated..........................................                     -
McDonald Investments Inc. .................................................                     -
Wachovia Securities, Inc...................................................                     -
CIBC World Markets Corp....................................................                     -
HSBC Securities (USA) Inc..................................................                     -
SunTrust Capital Markets, Inc..............................................                     -
BB&T Capital Markets, a division of Scott & Stringfellow, Inc..............                     -
                                                                                       ----------
Total......................................................................            11,000,000
                                                                                       ==========


                                    Sch A-1



                                   SCHEDULE B

                               THE TIMKEN COMPANY

                        11,000,000 Shares of Common Stock

                                 (No Par Value)

         1.       The initial public offering price per share for the
Securities, determined as provided in said Section 2, shall be $-.

         2.       The purchase price per share for the Securities to be paid by
the several Underwriters shall be $-, being an amount equal to the initial
public offering price set forth above less $- per share; provided that the
purchase price per share for any Option Securities purchased upon the exercise
of the over-allotment option described in Section 2(b) shall be reduced by an
amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities.

                                    Sch B-1



                                   SCHEDULE C

                   MATERIAL SUBSIDIARIES OF THE TIMKEN COMPANY




                                                                                 Jurisdiction of
                       Name                                                        organization
- --------------------------------------------------------------------------------------------------
                                                                             
Timken Aerospace & Super Precision Bearings                                     Delaware
Timken Aerospace & Super Precision Bearings-Europa B.V.                         Netherlands
Timken Aerospace & Super Precision Bearings-Singapore Pte. Ltd.                 Singapore
Timken Aerospace & Super Precision Bearings-UK, Ltd.                            England
Australian Timken Proprietary, Limited                                          Victoria, Australia
Timken do Brasil Comercio e Industria, Ltda.                                    Sao Paulo, Brazil
British Timken Limited                                                          England
Canadian Timken, Limited                                                        Ontario, Canada
Timken Communications Company                                                   Ohio
Timken Desford Steel Limited                                                    England
EDC, Inc.                                                                       Ohio
Timken Engineering and Research -India Private Limited                          India
Timken Espana, S.L.                                                             Spain
Timken Europa GmbH                                                              Germany
Timken Europe B.V.                                                              Netherlands
Timken Finance Europe B.V.                                                      Netherlands
Handpiece Headquarters Corp.                                                    Delaware
Timken India Limited                                                            India
Timken Italia, S.R.L.                                                           Italy
Timken Latrobe Steel                                                            Pennsylvania
Timken Latrobe Steel Distribution                                               Delaware
Timken Latrobe Steel-Europe Ltd.                                                England
Timken de Mexico S.A. de C.V.                                                   Mexico
MPB Export Corporation                                                          Delaware
Nihon Timken K.K.                                                               Japan
Timken Precision Components Europe                                              France
Timken Polska Sp.z.o.o.                                                         Poland
Rail Bearing Service Corporation                                                Virginia
Timken Romania S.A.                                                             Romania
The Timken Corporation                                                          Ohio
The Timken Service & Sales Co.                                                  Ohio
Timken Servicios Administrativos S.A. de C.V.                                   Mexico
Timken Singapore Pte. Ltd.                                                      Singapore
Timken South Africa (Pty.) Ltd.                                                 South Africa
Timken de Venezuela C.A.                                                        Venezuela
Yantai Timken Company Limited                                                   China


                                    Sch C-1



                                   SCHEDULE D

                 LIST OF PERSONS AND ENTITIES SUBJECT TO LOCK-UP

Name
W.R. Timken, Jr.
James W. Griffith
Ward J. Timken
Ward J. Timken, Jr.
Bill J. Bowling
Glenn A. Eisenberg
Curt J. Andersson
Michael C. Arnold
Sallie B. Bailey
William R. Burkhart
Donna J. Demerling
Jon T. Elsasser
Karl P. Kimmerling
Roger W. Lindsay
Salvatore J. Miraglia, Jr.
Hans J. Sack
Mark J. Samolczyk
Scott A. Scherff
Stanley C. Gault
John A. Luke, Jr.
Robert W. Mahoney
Jay A. Precourt
John M. Timken, Jr.
Joseph F. Toot, Jr.
Martin D. Walker
Jacqueline F. Woods

                                    Sch D-1

EX-1.2

                                                                     EXHIBIT 1.2


                                                                February 7, 2003





                               THE TIMKEN COMPANY

                              (an Ohio corporation)




                        $[ ],000,000 [ ]% Notes due 20[ ]



                               PURCHASE AGREEMENT





















Dated:  February   , 2003

                                Table of Contents

                               PURCHASE AGREEMENT

                                                                             
SECTION 1. Representations and Warranties...................................      3
      (a)  Representations and Warranties by the Company....................      3
           (i)        Compliance with Registration Requirements.............      3
           (ii)       Incorporated Documents................................      4
           (iii)      Independent Accountants...............................      4
           (iv)       Financial Statements..................................      4
           (v)        No Material Adverse Change in Business................      5
           (vi)       Good Standing of the Company..........................      5
           (vii)      Good Standing of Subsidiaries.........................      6
           (viii)     Good Standing of Torrington...........................      6
           (ix)       Capitalization of the Company.........................      6
           (x)        Authorization of Agreement............................      7
           (xi)       Authorization of the Indenture........................      7
           (xii)      Acquisition Agreement.................................      7
           (xiii)     Authorization and Description of Securities...........      7
           (xiv)      Description of the Securities and the Indenture.......      8
           (xv)       Absence of Defaults and Conflicts.....................      8
           (xvi)      Distributions and Dividend Payments...................      9
           (xvii)     Internal Controls.....................................      9
           (xviii)    Absence of Labor Dispute..............................      9
           (xix)      Absence of Proceedings................................      9
           (xx)       Possession of Intellectual Property...................     10
           (xxi)      Absence of Further Requirements.......................     10
           (xxii)     Possession of Licenses and Permits....................     10
           (xxiii)    Title to Property...................................       11
           (xxiv)     Investment Company Act................................     11
           (xxv)      Registration Rights...................................     11
           (xxvi)     Environmental Laws....................................     11
      (b)  Officer's Certificates...........................................     12

SECTION 2. Sale and Delivery to Underwriters; Closing.......................     12
      (a)  Securities.......................................................     12
      (b)  Payment..........................................................     12
      (c)  Denominations; Registration......................................     13

SECTION 3. Covenants of the Company.........................................     13
      (a)  Compliance with Securities Regulations and Commission Requests...     13
      (b)  Filing of Amendments.............................................     13
      (c)  Delivery of Registration Statements..............................     14
      (d)  Delivery of Prospectuses.........................................     14
      (e)  Continued Compliance with Securities Laws........................     14
      (f)  Blue Sky Qualifications..........................................     15
      (g)  Rule 158.........................................................     15




                                       i

                                                                              
      (h)  Use of Proceeds..................................................     15
      (i)  Rating of Securities.............................................     15
      (j)  DTC..............................................................     15
      (k)  Restriction on Sale of Securities................................     15
      (l)  Reporting Requirements...........................................     16

SECTION 4. Payment of Expenses..............................................     16
      (a)  Expenses.........................................................     16
      (b)  Termination of Agreement.........................................     16

SECTION 5. Conditions of Underwriters' Obligations..........................     16
      (a)  Effectiveness of Registration Statement..........................     16
      (b)  Opinion of Counsel for Company...................................     17
      (c)  Opinion of the General Counsel of the Company....................     17
      (d)  Opinion of Counsel for Underwriters..............................     17
      (e)  Officers' Certificate............................................     17
      (f)  Accountants' Comfort Letter......................................     17
      (g)  Bring-down Comfort Letter........................................     18
      (h)  Consummation of the Torrington Acquisition.......................     18
      (i)  Consummation of the Concurrent Common Stock Offering.............     18
      (j)  Maintenance of Rating............................................     18
      (k)  Necessary Amendments.............................................     18
      (l)  Additional Documents.............................................     18
      (m)  Termination of Agreement.........................................     19

SECTION 6. Indemnification..................................................     19
      (a)  Indemnification of Underwriters..................................     19
      (b)  Indemnification of Company, Directors and Officers...............     20
      (c)  Actions Against Parties; Notification............................     20
      (d)  Settlement without Consent if Failure to Reimburse...............     21

SECTION 7. Contribution.....................................................     21

SECTION 8. Representations, Warranties and Agreements to Survive Delivery...     22

SECTION 9. Termination of Agreement.........................................     23
      (a)  Termination; General.............................................     23
      (b)  Liabilities......................................................     23

SECTION 10. Default by One or More of the Underwriters......................     23

SECTION 11. Parties.........................................................     24

SECTION 12. GOVERNING LAW AND TIME..........................................     24

SECTION 13. Effect of Headings..............................................     24



                                       ii



SCHEDULES

      Schedule A - List of Underwriters..........................     Sch A-1
      Schedule B - Pricing Information...........................     Sch B-1
      Schedule C - List of Subsidiaries..........................     Sch C-1


EXHIBITS

      Exhibit A - Form of Opinion of Company's Counsel...........         A-1
      Exhibit B - Form of Opinion of Company's In House Counsel...        B-1



                                      iii

                              THE TIMKEN COMPANY
                            (an Ohio corporation)

                      $[ ],000,000 [ ]% Notes due 20[ ]


                              PURCHASE AGREEMENT

                                                         February         , 2003

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
               INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
    as Representatives of the several Underwriters
c/o  Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

      The Timken Company, an Ohio corporation (the "Company"), confirms its
agreement with the Representatives (as defined below) and each of the other
Underwriters named in Schedule A hereto (collectively, the "Underwriters," which
term shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom Banc of America Securities LLC ("BAS"), Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") are acting as
representatives (in such capacity, the "Representatives"), with respect to the
issue and sale by the Company and the purchase by the Underwriters, acting
severally and not jointly, of the respective principal amounts set forth in said
Schedule A of $[ ],000,000 aggregate principal amount of the Company's [ ]%
Notes due 20[ ] (the "Securities"). The Securities are to be issued pursuant to
an indenture to be dated as of the Closing Time (as defined in Section 2(b))
(the "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee"). The term "Indenture", as used herein, includes the Officer's
Certificate (as defined in the Indenture) establishing the form and terms of the
Securities pursuant to Sections 2.01 and 2.02 of the Indenture. Securities
issued in book-entry form will be issued to Cede & Co. as nominee of The
Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated
February 14, 2003 (the "DTC Agreement"), between the Company and DTC.

      The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered.

      The Company has filed with the Securities and Exchange Commission (the
"Commission") a shelf registration statement on Form S-3 (No. 333-100731)
covering the registration of the Securities under the Securities Act of 1933, as
amended (the "1933 Act"), including the related preliminary prospectus or
prospectuses relating to the Securities. Promptly after execution and delivery
of this Agreement, the Company will prepare and file a prospectus in accordance
with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of
the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b)
of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information
included in such prospectus that was omitted from such registration statement at
the time it became effective but that is deemed to be part of such registration
statement at the time it became effective pursuant to paragraph (b) of Rule 430A
is referred to as "Rule 430A Information." Each prospectus, which term shall
include both the base prospectus and any prospectus supplement relating to the
Securities included in such registration statement, used before such
registration statement became effective, and any prospectus that omitted the
Rule 430A Information that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto,
schedules thereto, if any, and the documents incorporated or deemed incorporated
by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the
time it became effective, and including the Rule 430A Information, is herein
called the "Registration Statement." Any registration statement filed pursuant
to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule
462(b) Registration Statement," and after such filing the term "Registration
Statement" shall be deemed to include the Rule 462(b) Registration Statement.
The final prospectus, including both the base prospectus and any prospectus
supplement relating to the Securities included in the Registration Statement and
the documents incorporated or deemed incorporated by reference therein pursuant
to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the
Underwriters for use in connection with the offering of the Securities is herein
called the "Prospectus." For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to refer to and
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

      The Company has entered into a stock and asset purchase agreement dated as
of October 16, 2002 (the "Acquisition Agreement") with Ingersoll-Rand Company
Limited ("IR") on behalf of itself and other sellers party thereto
(collectively, the "Acquisition Parties"), to acquire either directly or
indirectly (i) all or a portion of the outstanding shares of capital stock, as
set forth in the Acquisition Agreement, of the companies listed on Schedule B of
the Acquisition Agreement (the "Acquisition Subsidiaries"), (ii) all or a
portion of the equity interests, as set forth in the Acquisition Agreement, of
the companies listed on Schedule C of the Acquisition Agreement (the "Venture
Entities") and (iii) those assets listed in Schedule E of the Acquisition
Agreement (the "Separate Assets"). The Acquisition Subsidiaries, the Venture
Entities and the Separate Assets are hereinafter referred to collectively as
"Torrington," and the purchase of Torrington by the Company as contemplated in
the Acquisition Agreement is hereafter referred to as the "Torrington
Acquisition." The Company proposes to issue and sell the Securities in
connection with the financing of the Torrington Acquisition.

      All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, any


                                       2

preliminary prospectus relating to the Securities or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement, any preliminary
prospectus relating to the Securities or the Prospectus, as the case may be; and
all references in this Agreement to amendments or supplements to the
Registration Statement, any preliminary prospectus relating to the Securities or
the Prospectus shall be deemed to mean and include the filing of any document
under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated
by reference in the Registration Statement, such preliminary prospectus relating
to the Securities or the Prospectus, as the case may be.

      SECTION 1. Representations and Warranties.


      (a) Representations and Warranties by the Company. The Company represents
and warrants to each Underwriter as of the date hereof, as of the Closing Time
referred to in Section 2(b) hereof, and agrees with each Underwriter, as
follows:

            (i) Compliance with Registration Requirements. The Company meets the
      requirements for use of Form S-3 under the 1933 Act. Each of the
      Registration Statement and any Rule 462(b) Registration Statement has
      become effective under the 1933 Act and no stop order suspending the
      effectiveness of the Registration Statement or any Rule 462(b)
      Registration Statement is in effect under the 1933 Act and no proceedings
      for that purpose have been instituted or are pending or, to the knowledge
      of the Company, are contemplated by the Commission, and any request on the
      part of the Commission for additional information has been complied with.

            At the time the Registration Statement became effective, any Rule
      462(b) Registration Statement and any post-effective amendments thereto
      became effective and as of the date hereof and the Closing Time, the
      Registration Statement, the 462(b) Registration Statement and any
      amendments or supplements thereto and the Prospectus complied and will
      comply in all material respects with the provisions of the 1939 Act and
      the rules and regulations of the Commission thereunder (the "1939 Act
      Regulations").

            At the respective times the Registration Statement, any Rule 462(b)
      Registration Statement and any post-effective amendments thereto became
      effective and at the Closing Time, the Registration Statement, the Rule
      462(b) Registration Statement and any amendments and supplements thereto
      complied and will comply in all material respects with the requirements of
      the 1933 Act and the 1933 Act Regulations and did not and will not contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading. Neither the Prospectus nor any amendments or supplements
      thereto, at the time the Prospectus or any such amendment or supplement
      was issued and at the Closing Time, included or will include any untrue
      statement of a material fact or omitted or will omit to state a material
      fact necessary in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading. The
      representations and warranties in this subsection shall not apply to (i)
      statements in or omissions from the Registration Statement or Prospectus
      made in reliance upon and in conformity with information furnished to the
      Company in writing by any Underwriter through the

                                       3

      Representatives expressly for use in the Registration Statement or (ii)
      Prospectus or the Trustee's Statement of Eligibility on Form T-1 (the
      "Form T-1").

            Each preliminary prospectus and the prospectus filed as part of the
      Registration Statement as originally filed or as part of any amendment
      thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when
      so filed in all material respects with the 1933 Act Regulations and each
      preliminary prospectus relating to the Securities and the Prospectus
      delivered to the Underwriters for use in connection with this offering was
      identical to the electronically transmitted copies thereof filed with the
      Commission pursuant to EDGAR, except to the extent permitted by Regulation
      S-T under the 1933 Act ("Regulation S-T").

            (ii) Incorporated Documents. The documents incorporated or deemed to
      be incorporated by reference in the Registration Statement and the
      Prospectus, at the time they were or hereafter are filed with the
      Commission, complied and will comply in all material respects with the
      requirements of the 1934 Act and the rules and regulations of the
      Commission thereunder (the "1934 Act Regulations"), as applicable, and,
      when read together with the other information in the Prospectus, at the
      time the Registration Statement became effective, at the time the
      Prospectus was issued and at the Closing Time, did not and will not
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading.

            (iii) Independent Accountants. (A) Ernst & Young LLP, the
      accountants who certified the financial statements and supporting
      schedules of the Company included in the Registration Statement, are
      independent public accountants with respect to the Company within the
      meaning of the 1933 Act and the 1933 Act Regulations. (B)
      PricewaterhouseCoopers LLP, the accountants who certified the financial
      statements and supporting schedules of Torrington which were included in
      the Registration Statement and used in the preparation of the pro forma
      financial information set forth in the Registration Statement, are
      independent public accountants with respect to Torrington within the
      meaning of the 1933 Act and the 1933 Act Regulations.

            (iv) Financial Statements. The financial statements for each of the
      Company and Torrington included in the Registration Statement and the
      Prospectus, together with the related schedule and notes thereto, present
      fairly, in all material respects, the financial position of each of the
      Company and Torrington and their respective consolidated subsidiaries at
      the dates indicated and the statement of operations, stockholders' equity
      and cash flows of each of the Company and Torrington and their respective
      consolidated subsidiaries for the periods specified; said financial
      statements have been prepared in conformity with generally accepted
      accounting principles ("GAAP") applied on a consistent basis throughout
      the periods involved subject, in the case of the unaudited interim
      financial statements, to normal year-end adjustments that have not been
      made and are not expected to be material in amount. The supporting
      schedule included in the Registration Statement presents fairly, in all
      material respects, in accordance with GAAP the information required to be
      stated therein. The selected financial data and the summary financial
      information included in the Prospectus present fairly, in all material


                                       4

      respects, in accordance with GAAP the information shown therein and have
      been compiled on a basis consistent with that of the audited financial
      statements included or incorporated by reference in the Registration
      Statement, except that with respect to the presentation of EBITDA as
      disclosed therein, such measure is not presented in accordance with GAAP.
      The pro forma financial statements and the related notes thereto included
      in the Registration Statement and the Prospectus present fairly, in all
      material respects, the information shown therein, have been prepared in
      accordance with the Commission's rules and guidelines with respect to pro
      forma financial statements and have been properly compiled on the bases
      described therein, and the assumptions used in the preparation thereof are
      reasonable and the adjustments used therein are appropriate to give effect
      to the transactions and circumstances referred to therein.

            (v) No Material Adverse Change in Business. Since the respective
      dates as of which information is given in the Registration Statement and
      the Prospectus, except as otherwise stated therein, (A) there has been no
      material adverse change in the condition, financial or otherwise, or in
      the earnings, business affairs or business prospects of the Company and
      its subsidiaries taken as a whole, whether or not arising in the ordinary
      course of business, (B) there has been, to the Company's knowledge, no
      material adverse change in the condition, financial or otherwise, or in
      the earnings, business affairs or business prospects of Torrington,
      whether or not arising in the ordinary course of business, (C) there have
      been no transactions entered into by the Company or any of its
      subsidiaries, other than those in the ordinary course of business or in
      connection with the Torrington Acquisition which are material with respect
      to the Company and its subsidiaries, taken as a whole, (D) there have
      been, to the Company's knowledge, no transactions entered into by
      Torrington other than those in the ordinary course of business or in
      connection with the Torrington Acquisition which are material with respect
      to Torrington, and (E) except for regular quarterly dividends on the
      common stock, without par value, of the Company (the "Common Stock") in
      amounts per share that are consistent with past practice, there has been
      no dividend or distribution of any kind declared, paid or made by the
      Company on any class of its capital stock.

            (vi) Good Standing of the Company. The Company has been duly
      incorporated and is validly existing as a corporation in good standing
      under the laws of the State of Ohio and has corporate power and authority
      to own, lease and operate its properties and to conduct its business as
      described in the Prospectus and to enter into and perform its obligations
      under this Agreement; and the Company is duly qualified as a foreign
      corporation to transact business and is in good standing in each other
      jurisdiction in which such qualification is required, whether by reason of
      the ownership or leasing of property or the conduct of business, except
      where the failure so to qualify or to be in good standing would not result
      in a Material Adverse Effect. As used in this Agreement, the term
      "Material Adverse Effect" means (1) when used in respect of any matter
      relating to the Company or any of its subsidiaries, any material adverse
      change in the condition, financial or otherwise, or in the earnings,
      business affairs or business prospects of the Company and its
      subsidiaries, taken as a whole, whether or not arising in the ordinary
      course of business and (2) when used in respect of any matter relating to
      any of the Acquisition Subsidiaries, the Venture Entities or the Separate
      Assets, any material adverse change in the condition, financial or
      otherwise, or in the earnings, business


                                       5

      affairs or business prospects of Torrington, whether or not arising in the
      ordinary course of business.

            (vii) Good Standing of Subsidiaries. Each subsidiary of the Company
      that is material to the business, financial condition or results of
      operations of the Company, taken as a whole, (A) is set forth on Schedule
      C hereto, (each a "Subsidiary" and, collectively, the "Subsidiaries"), (B)
      has been duly organized and is validly existing and, where applicable, is
      in good standing under the laws of the jurisdiction of its incorporation,
      formation or organization, as applicable, and has the requisite corporate
      or similar power, as the case may be, and authority to own, lease and
      operate its assets and properties and to conduct its business as it is now
      being conducted and as described in the Prospectus; and (C) is duly
      qualified or licensed to transact business and is, where applicable, in
      good standing in each other jurisdiction in which such qualification or
      license is required, whether by reason of the ownership or leasing of
      property or the conduct of business, except where the failure so to
      qualify or to be in good standing would not result in a Material Adverse
      Effect; except as otherwise disclosed in the Registration Statement, all
      of the issued and outstanding capital stock of each such Subsidiary has
      been duly authorized and validly issued, is fully paid and non-assessable
      and is owned by the Company, directly or through subsidiaries, free and
      clear of any security interest, mortgage, pledge, lien, encumbrance, claim
      or equity; none of the outstanding shares of capital stock of any
      Subsidiary was issued in violation of the preemptive or similar rights of
      any securityholder of such Subsidiary. The only subsidiaries of the
      Company are (a) the Subsidiaries listed on Schedule C hereto and (b)
      certain other subsidiaries which, considered in the aggregate as a single
      subsidiary, are not material to the business, financial condition or
      results of operations of the Company, taken as a whole.

            (viii) Good Standing of Torrington. To the Company's knowledge, each
      of the Acquisition Subsidiaries and the Venture Entities (A) has been duly
      incorporated, formed or organized and is validly existing and, where
      applicable, is in good standing under the laws of the jurisdiction of its
      incorporation, formation or organization, as applicable, and has the
      requisite corporate or similar power, as the case may be, and authority to
      own, lease and operate its assets and properties and to conduct its
      business as it is now being conducted and as described in the Prospectus;
      and (B) is duly qualified or licensed to transact business and is, where
      applicable, in good standing in each other jurisdiction in which such
      qualification or license is required, whether by reason of the ownership
      or leasing of property or the conduct of business, except where the
      failure so to qualify or to be in good standing would not result in a
      Material Adverse Effect.

            (ix) Capitalization of the Company. The authorized, issued and
      outstanding capital stock of the Company is as set forth in the Prospectus
      in the column entitled "Actual" under the caption "Capitalization" (except
      for subsequent issuances, if any, pursuant to this Agreement, the
      Acquisition Agreement, pursuant to reservations, agreements or employee
      benefit plans referred to in the Prospectus or pursuant to the exercise of
      convertible securities or options referred to in the Prospectus). The
      shares of issued and outstanding capital stock of the Company have been
      duly authorized and validly issued and are fully paid and non-assessable;
      none of the outstanding shares of


                                       6

      capital stock of the Company was issued in violation of the preemptive or
      other similar rights of any securityholder of the Company.

            (x) Authorization of Agreement. This Agreement has been duly
      authorized, executed and delivered by the Company.

            (xi) Authorization of the Indenture. The Indenture has been duly
      qualified under the 1939 Act. The Indenture has been duly authorized by
      the Company and, when executed and delivered by the Company and the
      Trustee, assuming due authorization by the Trustee, will constitute a
      valid and binding obligation of the Company, enforceable against the
      Company in accordance with its terms, except as the enforceability thereof
      may be limited by (i) applicable bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and other similar laws relating to
      or affecting creditors' rights generally and (ii) general equitable
      principles, regardless of whether such enforceability is considered in a
      proceeding in equity or at law.

            (xii) Acquisition Agreement. The Company has delivered to the
      Representatives a true and correct copy of the Acquisition Agreement,
      together with all related agreements and all schedules and exhibits
      thereto and all letter agreements thereto, and there have been no
      amendments, alterations, modifications or waivers of any of the provisions
      of the Acquisition Agreement, other than as described in the Registration
      Statement, since the form in which it has been delivered to the
      Representatives. The Acquisition Agreement has been duly authorized,
      executed and delivered by the Company and is a valid and binding agreement
      of the Company, enforceable against the Company in accordance with its
      terms except as the enforceability thereof may be limited by (i)
      applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws relating to or affecting creditors'
      rights generally and (ii) general equitable principles, regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law, and conforms to the descriptions thereof contained in the Prospectus.
      The Company is not aware of any event or condition that could reasonably
      be expected to materially and adversely affect the ability of any of the
      Acquisition Parties to consummate the Torrington Acquisition.

            (xiii) Authorization and Description of Securities. The Securities
      have been duly authorized for issuance and sale to the Underwriters
      pursuant to this Agreement and, at the Closing Time, will have been duly
      executed by the Company and, when authenticated by the Trustee, issued and
      delivered in the manner provided for in the Indenture and delivered
      against payment of the purchase price therefor as provided in this
      Agreement, will be valid and binding obligations of the Company
      enforceable against the Company in accordance with their terms, except as
      the enforceability thereof may be limited by (i) applicable bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other
      laws relating to or affecting creditors' rights generally and (ii) general
      equitable principles, regardless of whether such enforceability is
      considered in a proceeding in equity or at law, and will be in the form
      contemplated by, and entitled to the benefits of, the Indenture.


                                       7

            (xiv) Description of the Securities and the Indenture. The
      Securities and the Indenture will conform in all material respects to the
      respective statements relating thereto contained in the Prospectus and
      will be in substantially the respective forms filed as exhibits to the
      Registration Statement.

            (xv) Absence of Defaults and Conflicts. None of the Company, its
      Subsidiaries, or, to the Company's knowledge, the Acquisition Subsidiaries
      or the Venture Entities is in violation of its charter or by-laws or
      similar charter document. None of the Company or its Subsidiaries is in
      default in the performance or observance of any obligation, agreement,
      covenant or condition contained in any contract, indenture, mortgage, deed
      of trust, loan or credit agreement, note, lease or other agreement or
      instrument to which the Company or its Subsidiaries is a party or by which
      it or any of them may be bound, or to which any of the property or assets
      of the Company or its Subsidiaries is subject (collectively, "Company
      Agreements and Instruments"), except for such defaults that would not
      result in a Material Adverse Effect. To the Company's knowledge, none of
      the Acquisition Subsidiaries or the Venture Entities is in default in the
      performance or observance of any obligation, agreement, covenant or
      condition contained in any contract, indenture, mortgage, deed of trust,
      loan or credit agreement, note, lease or other agreement or instrument
      known to the Company to which the Acquisition Subsidiaries or the Venture
      Entities is a party or by which any of them may be bound, or to which any
      of the property or assets of the Acquisition Subsidiaries or the Venture
      Entities is subject (collectively, "Torrington Agreements and
      Instruments;" and together with the Company Agreements and Instruments,
      the "Agreements and Instruments"), except for such defaults that would not
      be reasonably likely to result in a Material Adverse Effect. The
      execution, delivery and performance of this Agreement, the Indenture and
      the Securities and the consummation of the transactions contemplated
      herein, in the Acquisition Agreement and in the Registration Statement
      (including, without limitation, the concurrent offering of Common Stock by
      the Company and the consummation of the other financing transactions in
      connection with the Torrington Acquisition as described in the Prospectus,
      the issuance and sale of the Securities and the use of the proceeds from
      the sale of the Securities as described in the Prospectus under the
      caption "Use of Proceeds") and compliance by the Company with its
      obligations hereunder and under the Indenture and the Securities have been
      duly authorized by all necessary corporate action and do not and will not,
      whether with or without the giving of notice or passage of time or both,
      conflict with or constitute a breach of, or default or Repayment Event (as
      defined below) under, or result in the creation or imposition of any lien,
      charge or encumbrance upon any of the respective property or assets of the
      Company, its subsidiaries, or, to the Company's knowledge, the Acquisition
      Subsidiaries or the Venture Entities pursuant to the Agreements and
      Instruments (except for such conflicts, breaches, Repayment Events or
      defaults or liens, charges or encumbrances that would not result in a
      Material Adverse Effect), nor will such action result in any violation of
      (A) the provisions of the charter or by-laws or similar charter document
      of the Company, or its Subsidiaries, or, to the Company's knowledge, the
      Acquisition Subsidiaries or the Venture Entities or (B) any applicable
      law, statute, rule, regulation, judgment, order, writ or decree of any
      government, government instrumentality or court, domestic or foreign,
      having jurisdiction over the Company or its subsidiaries, or, to the
      Company's knowledge, the Acquisition Subsidiaries or the Venture Entities
      or any of


                                       8

      their respective assets, properties or operations (except with respect to
      clause (B) above, as would not result in a Material Adverse Effect). As
      used herein, a "Repayment Event" means any event or condition which gives
      the holder of any note, debenture or other evidence of indebtedness (or
      any person acting on such holder's behalf) the right to require the
      repurchase, redemption or repayment of all or a portion of such
      indebtedness by the Company, its subsidiaries, the Acquisition
      Subsidiaries or the Venture Entities, as the case may be.

            (xvi) Distributions and Dividend Payments. Except as described in or
      contemplated by the Registration Statement and the Prospectus and except
      as prohibited by local law in circumstances that would not, individually
      or in the aggregate, result in a Material Adverse Effect, (A) no
      Subsidiary of the Company is currently prohibited, directly or indirectly,
      from paying any dividends to the Company, from making any other
      distribution on such Subsidiary's capital stock or other equity interests,
      as applicable, from repaying to the Company any loans or advances to such
      Subsidiary from the Company, or from transferring any of such Subsidiary's
      property or assets to the Company or any other Subsidiary of the Company
      and (B) to the Company's knowledge, none of the Acquisition Subsidiaries
      or the Venture Entities will, upon consummation of the Torrington
      Acquisition, be prohibited, directly or indirectly, from paying any
      dividends to the Company, from making any other distribution on its
      capital stock or equity interests, from repaying to the Company any loans
      or advances from the Company to it, or from transferring any of its
      property or assets to the Company or any other subsidiary of the Company.

            (xvii) Internal Controls. The Company maintains a system of internal
      accounting controls sufficient to provide reasonable assurance that (1)
      transactions are executed in accordance with management's general or
      specific authorizations; (2) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with GAAP and to
      maintain asset accountability; (3) access to assets is permitted only in
      accordance with management's general or specific authorization; and (4)
      the recorded accountability for assets is compensated with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

            (xviii) Absence of Labor Dispute. No labor dispute with the
      employees of the Company, any of its subsidiaries or, to the knowledge of
      the Company, Torrington exists or, to the knowledge of the Company, is
      imminent, and the Company is not aware of any existing or imminent labor
      disturbance by the employees of any of its or its subsidiaries' principal
      suppliers, manufacturers, customers or contractors, which, in either case,
      may reasonably be expected to result in a Material Adverse Effect.

            (xix) Absence of Proceedings. There are no legal or governmental
      proceedings pending or, to the Company's knowledge, threatened to which
      the Company or any of its Subsidiaries, or, to the Company's knowledge,
      the Acquisition Subsidiaries or the Venture Entities is subject, or to
      which any of the properties of the Company or any of its Subsidiaries, or,
      to the Company's knowledge, the Acquisition Subsidiaries or the Venture
      Entities is subject, that are required to be described in the Registration
      Statement or the Prospectus and are not so described or any statutes,
      regulations, contracts or other

                                       9

      documents that are required to be described in the Registration Statement
      or the Prospectus or to be filed as an exhibit to the Registration
      Statement that are not described or filed as required.

            (xx) Possession of Intellectual Property. Each of the Company, its
      Subsidiaries, and, to the Company's knowledge, the Acquisition
      Subsidiaries and the Venture Entities own or possess, or can acquire on
      reasonable terms, adequate patents, rights to use patents, licenses,
      inventions, copyrights, know-how (including trade secrets and other
      unpatented and/or unpatentable proprietary or confidential information,
      systems or procedures), trademarks, service marks, trade names or other
      intellectual property (collectively, "Intellectual Property") necessary to
      carry on the business now operated by them, except where the failure to
      own or possess such Intellectual Property would not result, singly or in
      the aggregate, in a Material Adverse Effect, and none of the Company, its
      Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries
      or the Venture Entities has received any notice or has a reasonable basis
      to believe that the conduct of their respective businesses will result in
      any infringement of or conflict with asserted rights of others with
      respect to any Intellectual Property or of any facts or circumstances
      which would render any Intellectual Property invalid or inadequate to
      protect the interest of any of the Company, its subsidiaries, the
      Acquisition Subsidiaries and the Venture Entities therein, and which
      infringement or conflict (if the subject of any unfavorable decision,
      ruling or finding) or invalidity or inadequacy, singly or in the
      aggregate, would result in a Material Adverse Effect.

            (xxi) Absence of Further Requirements. No filing with, or
      authorization, approval, consent, license, order, registration,
      qualification or decree of, any court or governmental authority or agency
      is necessary or required for the performance by the Company of its
      obligations hereunder, in connection with the offering, issuance or sale
      of the Securities hereunder or the consummation of the transactions
      contemplated by this Agreement, the Prospectus and the Acquisition
      Agreement, (including, without limitation, the concurrent offering of
      Common Stock by the Company and the consummation of the other financing
      transactions, as described in the Prospectus), except as described in the
      Prospectus and such as have already been obtained or as may be required
      under the 1933 Act or the 1933 Act Regulations or state securities laws
      and except for the qualification of the Indenture under the 1939 Act.

            (xxii)Possession of Licenses and Permits. Except as would not
      result, singly or in the aggregate, in a Material Adverse Effect, each of
      the Company, its Subsidiaries and, to the Company's knowledge, the
      Acquisition Subsidiaries and the Venture Entities own or possess such
      permits, licenses, approvals, consents and other authorizations
      (collectively, "Governmental Licenses") issued by the appropriate federal,
      state, local or foreign regulatory agencies or bodies necessary to conduct
      their respective businesses as now operated or proposed to be operated
      following the Torrington Acquisition as described in the Prospectus; each
      of the Company, its Subsidiaries or, to the Company's knowledge, the
      Acquisition Subsidiaries and the Venture Entities are in compliance with
      the terms and conditions of all such Governmental Licenses, except where
      the failure so to comply would not, singly or in the aggregate, have a
      Material Adverse Effect; all of the Governmental Licenses are valid and in
      full force and effect, except when the


                                       10

      invalidity of such Governmental Licenses or the failure of such
      Governmental Licenses to be in full force and effect would not have a
      Material Adverse Effect; and none of the Company, its Subsidiaries or, to
      the Company's knowledge, the Acquisition Subsidiaries or the Venture
      Entities has received any notice of proceedings relating to the revocation
      or modification of any such Governmental Licenses which, singly or in the
      aggregate, if the subject of an unfavorable decision, ruling or finding,
      would result in a Material Adverse Effect. Upon completion of the
      Torrington Acquisition and the transfer of any such Governmental Licenses
      to the Company, the Company will have the right to own and operate the
      Acquisition Subsidiaries, the Venture Entities and the Separate Assets as
      described in the Prospectus; except as described in the Prospectus, no
      event has occurred which permits (nor has an event occurred which with
      notice or lapse of time or both would permit) the revocation or
      termination of any such Governmental Licenses either prior to or following
      the completion of the Torrington Acquisition and the transfer of the
      Governmental Licenses to the Company, or which might reasonably be
      expected to have a Material Adverse Effect.

            (xxiii) Title to Property. (A) Each of the Company, its subsidiaries
      and, to the Company's knowledge, the Acquisition Subsidiaries and the
      Venture Entities have good and marketable title to all real property owned
      by them and good title to all other properties owned by them, in each
      case, free and clear of all mortgages, pledges, liens, security interests,
      claims, restrictions or encumbrances of any kind except such as (a) are
      described in the Prospectus or (b) do not, singly or in the aggregate,
      materially affect the value of such property and do not interfere with the
      use made and proposed to be made of such property by the Company following
      the Torrington Acquisition. (B) Except as would not result, singly or in
      the aggregate, in a Material Adverse Effect, all of the leases and
      subleases which are material to the business of the Company, its
      subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries
      and the Venture Entities, and under which any of them hold properties
      described in the Prospectus, are in full force and effect, and none of
      them has any notice of any material claim of any sort that has been
      asserted by anyone adverse to any of their rights under any of the leases
      or subleases mentioned above, or affecting or questioning any of their
      rights to the continued possession of the leased or subleased premises
      under any such lease or sublease.

            (xxiv) Investment Company Act. The Company is not, and upon the
      issuance and sale of the Securities as herein contemplated and the
      application of the net proceeds therefrom as described in the Prospectus
      will not be, an "investment company" or an entity "controlled" by an
      "investment company" as such terms are defined in the Investment Company
      Act of 1940, as amended (the "1940 Act").

            (xxv) Registration Rights. Except as disclosed in the Registration
      Statement, there are no persons with registration rights or other similar
      rights to have any securities registered pursuant to the Registration
      Statement or otherwise registered by the Company under the 1933 Act.

            (xxvi)Environmental Laws. Except as described in the Registration
      Statement and except as would not, singly or in the aggregate, result in a
      Material Adverse Effect, (A) none of the Company, its Subsidiaries or, to
      the Company's knowledge, the


                                       11

      Acquisition Subsidiaries or the Venture Entities is in violation of any
      federal, state, local or foreign statute, law, rule, regulation,
      ordinance, code, policy or any judicial or administrative interpretation
      thereof, relating to pollution or protection of human health, the
      environment (including, without limitation, ambient air, surface water,
      groundwater, land surface or subsurface strata) or wildlife, including,
      without limitation, laws and regulations relating to the release or
      threatened release of chemicals, pollutants, contaminants, wastes, toxic
      substances, hazardous substances, petroleum or petroleum products
      (collectively, "Hazardous Materials") or to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials (collectively, "Environmental Laws"), (B) each of the
      Company, its Subsidiaries and, to the Company's knowledge, the Acquisition
      Subsidiaries and the Venture Entities have all permits, authorizations and
      approvals required under any applicable Environmental Laws and are each in
      compliance with their requirements, (C) there are no pending or, to the
      Company's knowledge, threatened administrative, regulatory or judicial
      actions, suits, demands, demand letters, claims, liens, notices of
      noncompliance or violation, investigation or proceedings relating to any
      Environmental Law against any of the Company, its Subsidiaries or, to the
      Company's knowledge, the Acquisition Subsidiaries and the Venture Entities
      and (D) the Company is not aware of any events or circumstances that might
      reasonably be expected to form the basis of an order for clean-up or
      remediation, or an action, suit or proceeding by any private party or
      governmental body or agency, against or affecting any of the Company, its
      Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries
      and the Venture Entities relating to Hazardous Materials or any
      Environmental Laws.

      (b) Officer's Certificates. Any certificate signed by any officer of the
Company delivered to the Representatives or to counsel for the Underwriters in
connection with the offering of the Securities contemplated hereby shall be
deemed a representation and warranty by the Company made as of the date of such
certificate (except to the extent a date is specified in such representation or
warranty, in which case such representation or warranty shall be deemed made as
of such date) to each Underwriter as to the matters covered thereby.

      SECTION 2. Sale and Delivery to Underwriters; Closing.


      (a) Securities. On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price set forth in Schedule B, the aggregate principal amount of Securities
set forth in Schedule A opposite the name of such Underwriter, plus any
additional principal amount of Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 10 hereof.

      (b) Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the offices of Jones Day,
located at 222 East 41st Street, New York, New York, or at such other place as
shall be agreed upon by the Representatives and the Company, at 10:00 A.M.
(Eastern time) on the [ ] ( , if the pricing occurs after 4:30 P.M. (Eastern
time) on any given day) business day after the date hereof (unless postponed in
accordance with the provisions of Section 10), or such other time not later than
ten business days


                                       12

after such date as shall be agreed upon by the Representatives and the Company
(such time and date of payment and delivery being herein called "Closing Time").

      Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Securities which it has agreed to purchase. The Representatives, individually
and not as representative of the Underwriters, may (but shall not be obligated
to) make payment of the purchase price for the Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time, but such payment shall not relieve such Underwriter from its obligations
hereunder.

      (c) Denominations; Registration. Certificates for the Securities shall be
in such denominations ($1,000 or integral multiples of $1,000) and registered in
the name of Cede & Co., pursuant to the DTC Agreement, and shall be made
available for examination and packaging by the Representatives in The City of
New York not later than 10:00 A.M. (Eastern time) on the business day prior to
the Closing Time.

      SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

            (a) Compliance with Securities Regulations and Commission Requests.
      The Company, subject to Section 3(b), will comply with the requirements of
      Rule 430A and will notify the Representatives promptly, and confirm the
      notice in writing, (i) when any post-effective amendment to the
      Registration Statement shall become effective, or any supplement to the
      Prospectus or any amended Prospectus shall have been filed, (ii) of the
      receipt of any comments from the Commission, (iii) of any request by the
      Commission for any amendment to the Registration Statement or any
      amendment or supplement to the Prospectus or for additional information
      relating thereto, and (iv) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement or of any
      order preventing or suspending the use of any preliminary prospectus
      relating to the Securities or of the suspension of the qualification of
      the Securities for offering or sale in any jurisdiction or of the
      initiation or threatening of any proceedings for any of such purposes. The
      Company will promptly effect the filings necessary pursuant to Rule 424(b)
      and will take such steps as it deems necessary to ascertain promptly
      whether the form of prospectus transmitted for filing under Rule 424(b)
      was received for filing by the Commission and, in the event that it was
      not, it will promptly file such prospectus. The Company will make every
      reasonable effort to prevent the issuance of any stop order and, if any
      stop order is issued, to obtain the lifting thereof as soon as possible.

            (b) Filing of Amendments. Until the completion of the distribution
      of the Securities, the Company will give the Representatives notice of its
      intention to file or prepare any amendment to the Registration Statement
      (including any filing under Rule 462(b)), or any amendment, supplement or
      revision to either the prospectus included in the Registration Statement
      at the time it became effective or to the Prospectus, whether


                                       13

      pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the
      Representatives with copies of any such documents a reasonable amount of
      time prior to such proposed filing or use, as the case may be, and, with
      respect to any documents to be filed under the 1933 Act or which will be
      or will be deemed to be incorporated by reference in the Registration
      Statement upon filing, will not file or use any such document to which the
      Representatives or counsel for the Underwriters shall reasonably object.

            (c) Delivery of Registration Statements. The Company has furnished
      or will deliver to the Representatives and counsel for the Underwriters,
      without charge, signed copies of the Registration Statement as originally
      filed and of each amendment thereto (including exhibits filed therewith or
      incorporated by reference therein and documents incorporated or deemed to
      be incorporated by reference therein) and will also deliver to the
      Representatives, without charge, a conformed copy of the Registration
      Statement as originally filed and of each amendment thereto (without
      exhibits) for each of the Underwriters. The copies of the Registration
      Statement and each amendment thereto furnished to the Underwriters will be
      identical to the electronically transmitted copies thereof filed with the
      Commission pursuant to EDGAR, except to the extent permitted by Regulation
      S-T.

            (d) Delivery of Prospectuses. The Company has delivered to each
      Underwriter, without charge, as many copies of each preliminary prospectus
      as such Underwriter reasonably requested, and the Company hereby consents
      to the use of such copies for the purposes permitted by the 1933 Act. The
      Company will furnish to each Underwriter, without charge, during the
      period when the Prospectus is required to be delivered under the 1933 Act
      or the 1934 Act, such number of copies of the Prospectus (as amended or
      supplemented) as such Underwriter may reasonably request. The Prospectus
      and any amendments or supplements thereto furnished to the Underwriters
      will be identical to the electronically transmitted copies thereof filed
      with the Commission pursuant to EDGAR, except to the extent permitted by
      Regulation S-T.

            (e) Continued Compliance with Securities Laws. The Company will
      comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and
      the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so
      as to permit the completion of the distribution of the Securities as
      contemplated in this Agreement and in the Prospectus. If at any time when
      a prospectus is required by the 1933 Act to be delivered in connection
      with sales of the Securities, any event shall occur or condition shall
      exist as a result of which it is necessary, in the opinion of counsel for
      the Underwriters or in the judgment of the Company, to amend the
      Registration Statement or amend or supplement the Prospectus in order that
      the Prospectus will not include any untrue statements of a material fact
      or omit to state a material fact necessary in order to make the statements
      therein not misleading in the light of the circumstances existing at the
      time it is delivered to a purchaser, or if it shall be necessary, in the
      opinion of such counsel, at any such time to amend the Registration
      Statement or amend or supplement the Prospectus in order to comply with
      the requirements of the 1933 Act or the 1933 Act Regulations, the Company
      will promptly prepare and file with the Commission, subject to Section
      3(b), such amendment or supplement as may be necessary to correct such
      statement or omission or to make the Registration Statement or the
      Prospectus comply


                                       14

      with such requirements, and the Company will furnish to the Underwriters
      such number of copies of such amendment or supplement as the Underwriters
      may reasonably request.

            (f) Blue Sky Qualifications. The Company will use its reasonable
      best efforts, in cooperation with the Underwriters, to qualify the
      Securities for offering and sale under the applicable securities laws of
      such states and other jurisdictions (domestic or foreign) as the
      Representatives may reasonably designate and to maintain such
      qualifications in effect for a period of not less than one year from the
      later of the effective date of the Registration Statement and any Rule
      462(b) Registration Statement; provided, however, that the Company shall
      not be obligated to file any general consent to service of process or to
      qualify as a foreign corporation or as a dealer in securities in any
      jurisdiction in which it is not so qualified or to subject itself to
      taxation in respect of doing business in any jurisdiction in which it is
      not otherwise so subject. In each jurisdiction in which the Securities
      have been so qualified, the Company will file such statements and reports
      as may be required by the laws of such jurisdiction to continue such
      qualification in effect for a period of not less than one year from the
      effective date of the Registration Statement and any Rule 462(b)
      Registration Statement.

            (g) Rule 158. The Company will timely file such reports pursuant to
      the 1934 Act as are necessary in order to make generally available to its
      securityholders within the required time periods an earnings statement
      covering a period of at least twelve months, beginning with the first
      fiscal quarter of the Company after the effective date of the Registration
      Statement (as the term "effective date" is defined in Rule 158(c) under
      the 1933 Act), which earnings statement shall satisfy the provisions of
      Section 11(a) of the 1933 Act.

            (h) Use of Proceeds. The Company will use the net proceeds received
      by it from the sale of the Securities in the manner specified in the
      Prospectus under "Use of Proceeds."

            (i) Rating of Securities. The Company shall take all reasonable
      action necessary to enable Standard & Poor's Ratings Services, a division
      of the McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors Service,
      Inc. ("Moody's") to provide their respective credit ratings of the
      Securities.

            (j) DTC. The Company will cooperate with the Representatives and use
      its best efforts to permit the Securities to be eligible for clearance and
      settlement through the facilities of DTC.

            (k) Restriction on Sale of Securities. During the period commencing
      on the date of the Prospectus and ending as of the Closing Time, the
      Company will not, without the prior written consent of the
      Representatives, directly or indirectly, issue, sell, offer or contract to
      sell, grant any option for the sale of, or otherwise transfer or dispose
      of, any debt securities of the Company (other than the sale of the
      Securities under this Agreement) or securities of the Company that are
      convertible into, or exchangeable or exercisable for, the Securities or
      such debt securities.

                                       15

            (l) Reporting Requirements. The Company, during the period when the
      Prospectus is required to be delivered under the 1933 Act or the 1934 Act,
      will file all documents required to be filed with the Commission pursuant
      to the 1934 Act within the time periods required by the 1934 Act and the
      1934 Act Regulations.

      SECTION 4. Payment of Expenses.

      (a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the reproduction and delivery to the Underwriters of this
Agreement, the Indenture, any Agreement among Underwriters and such other
documents as may be required in connection with the offering, purchase, sale,
issuance or delivery of certificates for the Securities to the Underwriters,
including any transfer taxes and any stamp or other duties payable upon the
sale, issuance or delivery of the Securities, (iii) the preparation, issuance
and delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, (v) the
fees and disbursements of the Trustee, including the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities,
(vi) any fees payable in connection with the rating of the Securities, (vii) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (viii) the printing and delivery to the Underwriters of copies of each
preliminary prospectus relating to the Securities, and of the Prospectus and any
amendments or supplements thereto, (ix) the reproduction and delivery to the
Underwriters of copies of the Blue Sky Survey and any supplement thereto, and
(x) the fees and expenses of any transfer agent, registrar or depositary for the
Securities.

      (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

      SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company delivered pursuant to the
provisions hereof, to the performance by the Company of its covenants and other
obligations hereunder, and to the following further conditions:

            (a) Effectiveness of Registration Statement. The Registration
      Statement, including any Rule 462(b) Registration Statement, has become
      effective and at Closing Time no stop order suspending the effectiveness
      of the Registration Statement shall have been issued under the 1933 Act or
      proceedings therefor initiated or, to the Company's knowledge, threatened
      by the Commission, and any request on the part of the Commission for
      additional information shall have been complied with to the reasonable
      satisfaction of counsel to the Underwriters. A prospectus containing the
      Rule 430A Information shall have been filed with the Commission in
      accordance with Rule 424(b)


                                       16

      (or a post-effective amendment providing such information shall have been
      filed and declared effective in accordance with the requirements of Rule
      430A).

            (b) Opinion of Counsel for Company. At Closing Time, the
      Representatives shall have received (a) the favorable opinion and (b) a
      letter, each dated as of Closing Time, of Jones Day, special counsel for
      the Company, in the form set forth in Exhibit A and Exhibit B,
      respectively, together with signed or reproduced copies of such opinion
      and letter for each of the other Underwriters.

            (c) Opinion of the General Counsel of the Company. At Closing Time,
      the Representatives shall have received the favorable opinion of William
      R. Burkhart, Senior Vice President and General Counsel of Company, in form
      and substance satisfactory to the Underwriters, together with signed or
      reproduced copies of such opinion for each of the other Underwriters to
      the effect set forth in Exhibit B.

            (d) Opinion of Counsel for Underwriters. At Closing Time, the
      Representatives shall have received the favorable opinion, dated as of
      Closing Time, of Shearman & Sterling, counsel for the Underwriters,
      together with signed or reproduced copies of such letter for each of the
      other Underwriters, in form and substance reasonably satisfactory to the
      Representatives. In giving such opinion such counsel may rely, as to all
      matters governed by the laws of jurisdictions other than the law of the
      State of New York, and the federal law of the United States, upon the
      opinions of counsel satisfactory to the Representatives. Such counsel may
      also state that, insofar as such opinion involves factual matters, they
      have relied, to the extent they deem proper, upon certificates of officers
      of the Company and its subsidiaries and certificates of public officials.

            (e) Officers' Certificate. At Closing Time, there shall not have
      been, since the date hereof or since the respective dates as of which
      information is given in the Prospectus, (A) any material adverse change in
      the condition, financial or otherwise, or in the earnings, business
      affairs or business prospects of the Company and its subsidiaries, taken
      as whole, whether or not arising in the ordinary course of business, or
      (B) any adverse change in the condition, financial or otherwise, or in the
      earnings, business affairs or business prospects of Torrington, whether or
      not arising in the ordinary course of business, which, individually or in
      the aggregate with all other of such changes, is materially adverse to the
      Company, its subsidiaries and Torrington, taken as a whole; and the
      Representatives shall have received a certificate of the President or a
      Vice President of the Company and of the chief financial or chief
      accounting officer of the Company, dated as of Closing Time, to the effect
      that, to such officer's knowledge, (i) there has been no such material
      adverse change referred to in clause (A) above, (ii) there has been no
      such adverse change referred to in clause (B) above, (iii) the
      representations and warranties in Section 1(a) hereof are true and correct
      with the same force and effect as though expressly made at and as of
      Closing Time, and (iv) the Company has complied with all agreements and
      satisfied all conditions on its part to be performed or satisfied at or
      prior to Closing Time.

            (f) Accountants' Comfort Letter. At the time of the execution of
      this Agreement, the Representatives shall have received from each of Ernst
      & Young LLP


                                       17

      and PricewaterhouseCoopers LLP a letter dated such date, in form and
      substance satisfactory to the Representatives, together with signed or
      reproduced copies of such letter for each of the other Underwriters
      containing statements and information of the type ordinarily included in
      accountants' "comfort letters" to underwriters with respect to the
      financial statements and certain financial information contained in the
      Registration Statement and the Prospectus.

            (g) Bring-down Comfort Letter. At Closing Time, the Representatives
      shall have received from each of Ernst & Young LLP and
      PricewaterhouseCoopers LLP a letter, dated as of Closing Time, to the
      effect that they reaffirm the statements made in the letter furnished
      pursuant to subsection (f) of this Section, except that the specified date
      referred to shall be a date not more than three business days prior to
      Closing Time.

            (h) Consummation of the Torrington Acquisition. At Closing Time, the
      Torrington Acquisition shall have been consummated in accordance with the
      terms of the Acquisition Agreement.

            (i) Consummation of the Concurrent Common Stock Offering. At or
      prior to the Closing Time, the Company shall have consummated the public
      offering of 11 million shares of its Common Stock, without par value
      (without giving effect to any underwriters' over-allotment option), at a
      minimum price per share of $14.75.

            (j) Maintenance of Rating. At the Closing Time, the Securities shall
      be rated at least "Baa1" by Moody's and "BBB" by S&P, and the Company
      shall have delivered to the Representatives a letter dated the Closing
      Time, from each such rating agency, or other evidence satisfactory to the
      Representatives, confirming that the Securities have such ratings; and
      subsequent to the execution and delivery of this Agreement and prior to
      the Closing Time, there shall not have occurred a decrease in the rating
      assigned to the Securities or any of the Company's other debt securities
      by any "nationally recognized statistical rating agency", as that term is
      defined by the Commission for purposes of Rule 436(g)(2) under the 1933
      Act, and no such securities rating agency shall have given any notice that
      it has under surveillance or review, with possible negative implications
      or that does not indicate the direction of the possible change, its rating
      of the Securities or any of the Company's other debt securities.

            (k) Necessary Amendments. At the Closing Time, the Company shall
      have entered into an amendment to each of its existing reimbursement
      agreements with, or obtained a waiver from, each of Bank One, N.A.,
      Wachovia Bank, National Association and The Northern Trust Company, in
      form and substance reasonably satisfactory to counsel for the
      Underwriters, such that giving effect to the transactions contemplated by
      this Agreement and as described in the Prospectus, including the
      financings in connection with the Torrington Acquisition, will not result
      in a default under such reimbursement agreements.

            (l) Additional Documents. At Closing Time, counsel for the
      Underwriters shall have been furnished with such documents and opinions as
      they may reasonably require for the purpose of enabling them to pass upon
      the issuance and sale of the


                                       18

      Securities as herein contemplated, or in order to evidence the accuracy of
      any of the representations or warranties, or the fulfillment of any of the
      conditions, herein contained; and all proceedings taken by the Company in
      connection with the issuance and sale of the Securities as herein
      contemplated shall be satisfactory in form and substance to the
      Representatives and counsel for the Underwriters.

            (m) Termination of Agreement. If any condition specified in this
      Section shall not have been fulfilled when and as required to be
      fulfilled, this Agreement and all the obligations of the several
      Underwriters to purchase the Securities may be terminated by the
      Representatives by notice to the Company at any time at or prior to
      Closing Time and such termination shall be without liability of any party
      to any other party except as provided in Section 4 and except that
      Sections 1, 6, 7 and 8 shall survive any such termination and remain in
      full force and effect.

      SECTION 6. Indemnification.

      (a) Indemnification of Underwriters. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

            (i) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, to which any such Underwriter or control person
      may become subject arising out of any untrue statement or alleged untrue
      statement of a material fact contained in the Registration Statement (or
      any amendment thereto), including the Rule 430A Information, if
      applicable, or the omission or alleged omission therefrom of a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading or arising out of any untrue statement or alleged
      untrue statement of a material fact included in any preliminary prospectus
      relating to the Securities or the Prospectus (or any amendment or
      supplement thereto), or the omission or alleged omission therefrom of a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading;

            (ii) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, to the extent of the aggregate amount paid in
      settlement of any litigation, or any investigation or proceeding by any
      governmental agency or body, commenced or threatened, or of any claim
      whatsoever based upon any such untrue statement or omission, or any such
      alleged untrue statement or omission; provided that (subject to Section
      6(d) below) any such settlement is effected with the written consent of
      the Company; and

            (iii) against any and all expense whatsoever, as incurred (including
      the fees and disbursements of counsel chosen by the Representatives),
      reasonably incurred in investigating, preparing or defending against any
      litigation, or any investigation or proceeding by any governmental agency
      or body, commenced or threatened, or any claim whatsoever based upon any
      such untrue statement or omission, or any such alleged untrue statement or
      omission, to the extent that any such expense is not paid under (i) or
      (ii) above;


                                       19

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information, or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) and provided, further, that the indemnity agreement contained in this
Section 6(a) shall not apply to any loss, liability, claim, damage or expense
resulting from the fact that a court of competent jurisdiction shall have made a
final, non-appealable determination that the untrue statement or omission shall
have been corrected in a preliminary prospectus relating to the Securities or
the Prospectus and a copy of such preliminary prospectus relating to the
Securities or Prospectus was delivered to such Underwriter in accordance with
the terms hereof and was not sent or given to such person by such Underwriter as
required and within the time required by the 1933 Act.

      Insofar as this indemnity agreement may permit indemnification for
liabilities under the 1933 Act of any person who is a partner of an Underwriter
or who controls an underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act and who, at the date of this Agreement, is a
director or officer of the Company or controls the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity
agreement is subject to the undertaking of the Company in the Registration
Statement under Item 17.

      (b) Indemnification of Company, Directors and Officers. Each Underwriter
severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense whatsoever to which the Company may become subject as described in
the indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto),
including the Rule 430A Information or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), but only to the extent made
in reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

      (c) Actions Against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder unless and only to the extent it
did not otherwise learn of such action and it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 6(a) above, counsel to the indemnified
parties shall be selected by the Representatives, and, in the case of parties
indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its
own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be


                                       20

counsel to the indemnified party. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

      (d) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into, and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement; provided that an indemnifying party shall not be liable for any such
settlement effected without its consent if such indemnifying party, prior to the
date of such settlement, (1) reimburses such indemnified party in accordance
with such request for the amount of such fees and expenses of counsel as the
indemnifying party believes in good faith to be reasonable, and (2) provides
written notice to the indemnified party that the indemnifying party disputes in
good faith the reasonableness of the unpaid balance of such fees and expenses.

      SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

      The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company


                                       21

and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus, bear to the aggregate initial
public offering price of the Securities as set forth on such cover.

      The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

      The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

      Notwithstanding the provisions of this Section, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

      No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

      For purposes of this Section, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section are several in
proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A hereto and not joint.

      SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or controlling person, or by or on behalf of the
Company, and shall survive delivery of the Securities to the Underwriters.


                                       22

      SECTION 9. Termination of Agreement.


      (a) Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, (A) any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries, taken as a whole, whether or not arising in the ordinary course of
business, or (B) any adverse change in the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of Torrington, whether
or not arising in the ordinary course of business, which, individually or in the
aggregate with all other of such changes, is materially adverse to the Company,
its subsidiaries and Torrington considered as one enterprise or (ii) if there
has occurred any material adverse change in the financial markets in the United
States or in the international financial markets, any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representatives, impracticable to market the Securities
or to enforce contracts for the sale of the Securities, or (iii) if trading in
any securities of the Company has been suspended or materially limited by the
Commission or The New York Stock Exchange, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the
National Association of Securities Dealers, Inc. or any other governmental
authority, or a material disruption has occurred in commercial banking or
securities settlement or clearance services in the United States, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities.

      (b) Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6,
7 and 8 shall survive such termination and remain in full force and effect.

      SECTION 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at Closing Time to purchase the Securities which it
or they are obligated to purchase under this Agreement (the "Defaulted
Securities"), the Representatives shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

            (a) if the number of Defaulted Securities does not exceed 10% of the
      aggregate principal amount of the Securities to be purchased hereunder,
      the non-defaulting Underwriters shall be obligated, each severally and not
      jointly, to purchase the full amount thereof in the proportions that their
      respective underwriting


                                       23

      obligations hereunder bear to the underwriting obligations of all
      non-defaulting Underwriters, or

            (b) if the number of Defaulted Securities exceeds 10% of the
      aggregate principal amount of the Securities to be purchased hereunder,
      this Agreement shall terminate without liability on the part of any
      non-defaulting Underwriter.

      No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

      In the event of any such default which does not result in a termination of
this Agreement, either the Representatives or the Company shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements. As used herein, the term "Underwriter"
includes any person substituted for an Underwriter under this Section.

      Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Underwriters shall be
directed to the Representatives at 1585 Broadway, New York, New York 10036,
attention of Michael Fusco; and notices to the Company shall be directed to it
at 1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798, attention of the Senior
Vice President and General Counsel.

      SECTION 11. Parties. This Agreement shall inure to the benefit of and be
binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters
and the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Securities from any Underwriter shall be deemed to
be a successor by reason merely of such purchase.

      SECTION 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

      SECTION 13. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.



                                       24

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.

                                    Very truly yours,

                                    THE TIMKEN COMPANY



                                    By
                                       --------------------------------------
                                       Name:
                                       Title:



                                    By
                                       --------------------------------------
                                       Name:
                                       Title:





CONFIRMED AND ACCEPTED,
as of the date first above written:

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED

MORGAN STANLEY & CO. INCORPORATED

By:  Morgan Stanley & Co. Incorporated

      By
          --------------------------------
         Name:
         Title:




For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.



                                       25

                                   SCHEDULE A



                                                                     Principal Amount
                                                                           of
Name of Underwriter                                                    Securities
- -------------------                                                    ----------
                                                                
Banc of America Securities LLC.......................                       [ ]
Merrill Lynch, Pierce, Fenner & Smith
           Incorporated..............................                       [ ]
Morgan Stanley & Co. Incorporated....................                       [ ]
Banc One Capital Markets, Inc........................                       [ ]
HSBC Securities (USA) Inc............................                       [ ]
McDonald Investments Inc.............................                       [ ]
BNY Capital Markets, Inc.............................                       [ ]
Banca IMI SpA........................................                       [ ]
Societe Generale.....................................                       [ ]
SunTrust Capital Markets, Inc........................                       [ ]


                                                                    -------------
Total................................................               $[ ]1,000,000
                                                                    =============



                                    Sch A-1

                                   SCHEDULE B

                               THE TIMKEN COMPANY

                                  $[ ],000,000

                              [ ]% Notes due 20[ ]




      1. The initial public offering price of the Securities shall be [ ]% of
the principal amount thereof, plus accrued interest, if any, from the date of
issuance.

      2. The purchase price to be paid by the Underwriters for the Securities
shall be [ ]% of the principal amount thereof.

      3. The interest rate on the Securities shall be [ ]% per annum.



                                    Sch B-1

                                  SCHEDULE C

                 MATERIAL SUBSIDIARIES OF THE TIMKEN COMPANY

                      [To be provided by Timken/Jones Day]



                                                                         Jurisdiction of
Name                                                                     organization
- ----------------------------------------------------------------------------------------
                                                                     
Timken Aerospace & Super Precision Bearings                              Delaware
Timken Aerospace & Super Precision Bearings-Europa B.V.                  Netherlands
Timken Aerospace & Super Precision Bearings-Singapore Pte. Ltd.          Singapore
Timken Aerospace & Super Precision Bearings-UK, Ltd.                     England
Australian Timken Proprietary, Limited                                   Victoria, Australia
Timken do Brasil Comercio e Industria, Ltda.                             Sao Paulo, Brazil
British Timken Limited                                                   England
Canadian Timken, Limited                                                 Ontario, Canada
Timken Communications Company                                            Ohio
Timken Desford Steel Limited                                             England
EDC, Inc.                                                                Ohio
Timken Engineering and Research -India Private Limited                   India
Timken Espana, S.L.                                                      Spain
Timken Europa GmbH                                                       Germany
Timken Europe B.V.                                                       Netherlands
Timken Finance Europe B.V.                                               Netherlands
Handpiece Headquarters Corp.                                             Delaware
Timken India Limited                                                     India
Timken Italia, S.R.L.                                                    Italy
Timken Latrobe Steel                                                     Pennsylvania
Timken Latrobe Steel Distribution                                        Delaware
Timken Latrobe Steel-Europe Ltd.                                         England
Timken de Mexico S.A. de C.V.                                            Mexico
MPB Export Corporation                                                   Delaware
Nihon Timken K.K.                                                        Japan
Timken Precision Components Europe                                       France
Timken Polska Sp.z.o.o.                                                  Poland
Rail Bearing Service Corporation                                         Virginia
Timken Romania S.A.                                                      Romania
The Timken Corporation                                                   Ohio
The Timken Service & Sales Co.                                           Ohio
Timken Servicios Administrativos S.A. de C.V.                            Mexico
Timken Singapore Pte. Ltd.                                               Singapore
Timken South Africa (Pty.) Ltd.                                          South Africa
Timken de Venezuela C.A.                                                 Venezuela
Yantai Timken Company Limited                                            China



                                    Sch D-1