8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):      January 31, 2005

THE TIMKEN COMPANY

(Exact Name of Registrant as Specified in its Charter)

Ohio

(State or Other Jurisdiction of Incorporation)

1-1169	34-0577130
(Commission File Number)	(I.R.S. Employer Identification No.)

1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798

(Address of Principal Executive Offices)     (Zip Code)

(330) 438-3000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

2004 Management Performance Plan

     On January 31, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of The Timken Company (the “Company”) approved award payments for 2004 performance under the Company’s Management Performance Plan. The performance goals were earnings before interest and taxes as a percentage of beginning invested capital (“EBIT/BIC”), savings from the integration of the Torrington acquisition, free cash flow and individual performance. The Committee exercised discretion under the terms of the Management Performance Plan and approved an adjustment to the calculated award for the free cash flow target, resulting in an increase in the total amount payable under the Management Performance Plan of approximately 10%. For 2004, officers (including executive officers, other than the President and Chief Executive Officer) and other key employees of the Company are eligible to receive awards under the Management Performance Plan.

2004 Performance Units

     The Company awards performance units to officers (including executive officers) of the Company under its Long-Term Incentive Plan, as Amended and Restated (the “LTIP”). Payouts under performance units are subject to the attainment of performance goals for return on equity and sales growth over a three-year performance cycle. Actual performance for the 2002 – 2004 performance cycle exceeded the threshold levels for both performance measures. On January 31, 2005, the Committee approved an adjustment to the calculated award under the performance units, resulting in an increase in the total amount payable for the 2002 – 2004 performance cycle of approximately 9%.

2004 Senior Executive Management Performance Plan

     On January 31, 2005, the Committee approved the award payment for 2004 performance under the Company’s Senior Executive Management Performance Plan. The performance goals were corporate EBIT/BIC, integration savings and corporate free cash flow. The Committee exercised negative discretion under the terms of the plan and reduced the calculated award payable under the Senior Executive Management Performance Plan by approximately 12%. For 2004, the President and Chief Executive Officer is eligible to receive an award under the Senior Executive Management Performance Plan.

2005 Management Performance Plan

     On January 31, 2005, the Committee approved certain changes to the Company’s Management Performance Plan, effective beginning with the 2005 plan year. These changes relate to new requirements on deferred compensation arrangements imposed by Section 409A of the Internal Revenue Code which was recently enacted under the American Jobs Creation Act of 2004. In addition, the Committee established the performance goals for 2005, which are EBIT/BIC, working capital as a percentage of sales, customer service and individual performance. For 2005, officers (other than the named executive officers) and other key employees of the Company are eligible to receive awards under the Management Performance Plan.

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2005 Performance Units

     The Company awards performance units to officers (including executive officers) of the Company under the LTIP. On January 31, 2005, the Committee established performance goals for the 2005 – 2007 performance cycle. Payouts under performance units are subject to the attainment of performance goals for return on equity and sales growth over a three-year performance cycle.

Nonemployee Director Compensation

     Following the Committee’s review of the existing terms of compensation for Nonemployee Directors, on February 1, 2005 the Company’s Board of Directors approved an increase in the annual cash retainer paid to Nonemployee Directors. Effective as of January 1, 2005, Nonemployee Directors will be paid at the annual rate of $45,000 for services as a Director. Other terms of Nonemployee Director compensation did not change.

Amendments to Form Agreements

     On January 31, 2005, the Committee approved changes to the Company’s forms of Non-Qualified Stock Option Agreement, Restricted Share Agreement and Performance Unit Agreement. The Committee also ratified forms of Election Agreements for Associates and Nonemployee Directors under the 1996 Deferred Compensation Plan and the Director Deferred Compensation Plan (respectively). These changes relate to new requirements on deferred compensation arrangements imposed by Section 409A of the Internal Revenue Code which was recently enacted under the American Jobs Creation Act of 2004. These revised forms of agreement are filed as exhibits to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit
Number	Description of Document
10.1	Form of Non-Qualified Stock Option Agreement for Officers.
10.2	Form of Restricted Share Agreement.
10.3	Form of Officer Performance Unit Agreement.
10.4	Form of Associate Election Agreement under the 1996 Deferred Compensation Plan.
10.5	Form of Nonemployee Director Election Agreement under the Director Deferred Compensation Plan.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE TIMKEN COMPANY
By:	/s/ William R. Burkhart
	William R. Burkhart
	Senior Vice President and General Counsel

Date: February 4, 2005

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EXHIBIT INDEX

Exhibit
Number	Description of Document
10.1	Form of Non-Qualified Stock Option Agreement for Officers.
10.2	Form of Restricted Share Agreement.
10.3	Form of Officer Performance Unit Agreement.
10.4	Form of Associate Election Agreement under the 1996 Deferred Compensation Plan.
10.5	Form of Nonemployee Director Election Agreement under the Director Deferred Compensation Plan.

EX-10.1

Exhibit 10.1

TRANSFERABLE

THE TIMKEN COMPANY

Nonqualified Stock Option Agreement

               WHEREAS, [NAME] (the “Optionee”) is an employee of The Timken Company (the “Company”); and

               WHEREAS, the grant of stock options evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on [DATE] (the “Date of Grant”), and the execution of a stock option agreement in the form hereof was authorized by a resolution of the Committee duly adopted on [DATE]; and

               WHEREAS, the option evidenced hereby is intended to be a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue Code of 1986;

               NOW, THEREFORE, pursuant to the Company’s Long-term Incentive Plan (as Amended and Restated as of February 6, 2004) (the “Plan”), the Company hereby grants to the Optionee (i) a nonqualified stock option (the “Option”) to purchase [NUMBER] shares of the Company’s common stock without par value (the “Common Shares”) at the exercise price of [OPTION PRICE] per Common Share (the “Option Price”) which represents the Market Value per Share on the Date of Grant. The Company agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full, subject to the terms and conditions of the Plan and the terms and conditions hereinafter set forth.

     1. Vesting of Option. (a) Unless terminated as hereinafter provided, the Option shall be exercisable to the extent of one-fourth (1/4th) of the Common Shares covered by the Option after the Optionee shall have been in the continuous employ of the Company or a subsidiary for one full year from the Date of Grant and to the extent of an additional one-fourth (1/4th) thereof after each of the next three successive years thereafter during which the Optionee shall have been in the continuous employ of the Company or a subsidiary. For the purposes of this agreement: “subsidiary” shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest; the continuous employment of the Optionee with the Company or a subsidiary shall not be deemed to have been interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries.

               (b) Notwithstanding the provisions of Section 1(a) hereof, the Option shall become immediately exercisable in full upon any change in control of the Company that shall occur while the Optionee is an employee of the Company or a subsidiary. For the purposes of

this agreement, the term “change in control” shall mean the occurrence of any of the following events:

                         (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either: (A) the then-outstanding Common Shares or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (“Voting Shares”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a change in control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(b); or

                         (ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Securities Exchange Act of 1934) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

                         (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Common Shares and Voting Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 66-2/3% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Common Shares and Voting Shares of the Company, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or

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the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

                         (iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

               (c) Notwithstanding the provisions of Section 1(a) hereof, the Option shall become immediately exercisable in full if the Optionee should die or become permanently disabled while in the employ of the Company or any subsidiary, or if the Optionee should retire with the Company’s consent.

               For purposes of this agreement, retirement “with the Company’s consent” shall mean: (i) the retirement of the Optionee prior to age 62 under a retirement plan of the Company or a subsidiary, if the Board or the Committee determines that his retirement is for the convenience of the Company or a subsidiary, or (ii) the retirement of the Optionee at or after age 62 under a retirement plan of the Company or a subsidiary. For purposes of this agreement, “permanently disabled” shall mean that the Optionee has qualified for disability benefits under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program.

               (d) To the extent that the Option shall have become exercisable in accordance with the terms of this agreement, it may be exercised in whole or in part from time to time thereafter.

     2. Termination of Option. The Option shall terminate automatically and without further notice on the earliest of the following dates:

               (a) thirty days after the date upon which the Optionee ceases to be an employee of the Company or a subsidiary, unless the cessation of his employment (i) is a result of his death, permanent disability or retirement with the Company’s consent or (ii) follows a change in control;

               (b) five years after the date upon which the Optionee ceases to be an employee of the Company or subsidiary (i) as a result of his permanent disability, (ii) as a result of his retirement with the Company’s consent, unless he is also a director of the Company who continues to serve as such following his retirement with the Company’s consent, or (iii) following a change in control, unless the cessation of his employment following a change in control is a result of his death;

               (c) five years after the date upon which the Optionee ceases to be a director of the Company, but not less than five years after the date upon which he ceases to be an employee of the Company or a subsidiary, if (i) the cessation of his employment is a result of his retirement

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with the Company’s consent and (ii) he continues to serve as a director of the Company following the cessation of his employment;

               (d) one year after the date of the Optionee’s death regardless of whether he ceases to be an employee of the Company or a subsidiary prior to his death (i) as a result of his permanent disability or retirement with the Company’s consent or (ii) following a change in control; or

               (e) ten years after the Date of Grant.

     In the event that the Optionee shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a subsidiary, the Option shall terminate at the time of that determination notwithstanding any other provision of this agreement.

     3. Payment of Option Price. The Option Price shall be payable (a) in cash in the form of currency or check or other cash equivalent acceptable to the Company, (b) by transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for at least six months prior to the date of exercise or (c) by any combination of the methods of payment described in Sections 3(a) and 3(b) hereof. Nonforfeitable, unrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Market Value per Share. Subject to the terms and conditions of Section 6 hereof, and subject to any deferral election the Optionee may have made pursuant to any plan or program of the Company, the Company shall cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full.

     4. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this agreement, the Option shall not be exercisable if the exercise thereof would result in a violation of any such law. To the extent that the Ohio Securities Act shall be applicable to the Option, the Option shall not be exercisable unless the Common Shares or other securities covered by the Option are (a) exempt from registration thereunder, (b) the subject of a transaction that is exempt from compliance therewith, (c) registered by description or qualification thereunder or (d) the subject of a transaction that shall have been registered by description thereunder.

     5. Transferability and Exercisability.

               (a) Except as provided in Section 5(b) below, the Option, including any interest therein, shall not be transferable by the Optionee except by will or the laws of descent and distribution, and the Option shall be exercisable during the lifetime of the Optionee only by him or, in the event of his legal incapacity to do so, by his guardian or legal representative acting on behalf of the Optionee in a fiduciary capacity under state law and court supervision.

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               (b) Notwithstanding Section 5(a) above, the Option, may be transferable by the Optionee, without payment of consideration therefor, to any family member of the Optionee (as defined in Form S-8), or to one or more trusts established solely for the benefit of such members of the immediate family or to partnerships in which the only partners are such members of the immediate family of the Optionee; provided, however, that such transfer will not be effective until notice of such transfer is delivered to the Company; and provided, further, however, that any such transferee is subject to the same terms and conditions hereunder as the Optionee.

     6. Adjustments. The Committee shall make any adjustments in the Option Price and the number or kind of shares of stock or other securities covered by the Option that the Committee may determine to be equitably required to prevent any dilution or expansion of the Optionee’s rights under this agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company or (c) other transaction or event having an effect similar to any of those referred to in Section 8(a) or 8(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Committee may provide in substitution of any or all of the Optionee’s rights under this agreement such alternative consideration as the Committee may determine in good faith to be equitable under the circumstances.

     7. Withholding Taxes. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with any exercise of the Option, the Optionee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. The Optionee may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company a portion of the Common Shares that are issuable to the Optionee upon the exercise of the Option. If such election is made, the shares so surrendered by the Optionee shall be credited against any such withholding obligation at their Market Value per Share on the date of such surrender. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates, except that, unless otherwise determined by the Committee at any time, the Optionee may surrender Common Shares owned for more than 6 months to satisfy any tax obligations resulting from any such transaction.

     8. No Right to Future Awards or Continued Employment. This option award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. This option award and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give the Optionee any right to continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or a Subsidiary to terminate the employment of the Optionee.

     9. Relation to Other Benefits. Any economic or other benefit to the Optionee under this agreement or the Plan shall not be taken into account in determining any benefits to which

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the Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a subsidiary.

     10. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Optionee with respect to the Option without the Optionee’s consent.

     11. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

     12. Processing of Information. Information about the Optionee and the Optionee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Optionee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Optionee’s country or elsewhere, including the United States of America. The Optionee consents to the processing of information relating to the Optionee and the Optionee’s participation in the Plan in any one or more of the ways referred to above.

     13. Governing Law. This agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio.

     14. Relation to Plan. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

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     This agreement is executed by the Company on this ___day of ___.

THE TIMKEN COMPANY
By:
	William R. Burkhart
	Sr. Vice President & General Counsel

     The undersigned Optionee hereby acknowledges receipt of an executed original of this agreement and accepts the Option granted hereunder, subject to the terms and conditions of the Plan and the terms and conditions hereinabove set forth.

Optionee

Date:

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EX-10.2

Exhibit 10.2

THE TIMKEN COMPANY

Restricted Shares Agreement

     WHEREAS, ___(“Grantee”) is an employee of The Timken Company (the “Company”); and

     WHEREAS, the grant of restricted shares evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on ___, and the execution of a restricted shares agreement in the form hereof was authorized by a resolution of the Committee duly adopted on such date.

     NOW, THEREFORE, pursuant to The Timken Company Long-Term Incentive Plan (as Amended and Restated as of February 6, 2004) (the “Plan”) and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to Grantee, effective ___(the “Date of Grant”), the right to receive ___shares of the Company’s common stock without par value (the “Common Shares”).

1.	Rights of Grantee. The Common Shares subject to this grant shall be fully paid and nonassessable and shall be represented by a certificate or certificates registered in Grantee’s name and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. Grantee shall have all the rights of a shareholder with respect to such shares, including the right to vote the shares and receive all dividends paid thereon, provided that such shares, and any additional shares that Grantee may become entitled to receive by virtue of a share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company, shall be subject to the restrictions hereinafter set forth.
2.	Restrictions on Transfer of Common Shares. The Common Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Common Shares have become nonforfeitable in accordance with Section 3 hereof; provided, however, that Grantee’s rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer in violation of the provisions of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to such shares.
3.	Vesting of Common Shares.

(a)   Subject to the terms and conditions of Sections 3(b), 3(c) and 4 hereof, Grantee’s right to receive the Common Shares covered by this agreement shall become nonforfeitable to the extent of one-quarter (1/4) of the Common Shares covered

	by this agreement after Grantee shall have been in the continuous employ of the Company or a subsidiary for one full year from the Date of Grant and to the extent of an additional one-quarter (1/4) thereof after each of the next three successive years thereafter during which Grantee shall have been in the continuous employ of the Company or a subsidiary. For purposes of this agreement, “subsidiary” shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest. For purposes of this agreement, the continuous employment of Grantee with the Company or a subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries.
(b)	Notwithstanding the provisions of Section 3(a) hereof, Grantee’s right to receive the Common Shares covered by this agreement shall become nonforfeitable if Grantee should die or become permanently disabled while in the employ of the Company or any subsidiary, or if Grantee should retire with the Company’s consent. For purposes of this agreement, retirement “with the Company’s consent” shall mean: (i) the retirement of Grantee prior to age 62 under a retirement plan of the Company or a subsidiary, if the Board or the Committee determines that his retirement is for the convenience of the Company or a subsidiary, or (ii) the retirement of Grantee at or after age 62 under a retirement plan of the Company or a subsidiary. For purposes of this agreement, “permanently disabled” shall mean that Grantee has qualified for disability benefits under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program.
(c)	Notwithstanding the provisions of Section 3(a) hereof, Grantee’s right to receive the Common Shares covered by this agreement shall become nonforfeitable upon any change in control of the Company that shall occur while Grantee is an employee of the Company or a subsidiary. For the purposes of this agreement, the term “change in control” shall mean the occurrence of any of the following events:

(i)   The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either: (A) the then-outstanding Common Shares or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (“Voting Shares”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a change in control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any

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	employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (i) of this Section 3(c); or
(ii)	Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Securities Exchange Act of 1934) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)	Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Common Shares and Voting Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 66-2/3% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Common Shares and Voting Shares of the Company, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the

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	board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv)	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

4.	Forfeiture of Awards. Grantee’s right to receive the Common Shares covered by this agreement that are then forfeitable shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a subsidiary prior to the fourth anniversary of the Date of Grant for any reason other than as described in Section 3(b). In the event that Grantee shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a subsidiary, Grantee’s right to receive the Common Shares covered by this agreement shall be forfeited at the time of that determination notwithstanding any other provision of this agreement.
5.	Retention of Certificates. During the period in which the restrictions on transfer and risk of forfeiture provided in Sections 2 and 4 above are in effect, the certificates representing the Common Shares covered by this grant shall be retained by the Company, together with the accompanying stock power signed by Grantee and endorsed in blank.
6.	Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this agreement, the Company shall not be obligated to issue any of the Common Shares covered by this agreement if the issuance thereof would result in violation of any such law. To the extent that the Ohio Securities Act shall be applicable to this agreement, the Company shall not be obligated to issue any of the Common Shares or other securities covered by this agreement unless such Common Shares are (a) exempt from registration thereunder, (b) the subject of a transaction that is exempt from compliance therewith, (c) registered by description or qualification thereunder or (d) the subject of a transaction that shall have been registered by description thereunder.
7.	Adjustments. The Committee shall make any adjustments in the number or kind of shares of stock or other securities covered by this agreement that the Committee may determine to be equitably required to prevent any dilution or expansion of Grantee’s rights under this agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company or (c) other transaction or event having an effect similar to any of those referred to in Section 7(a) or 7(b) hereof. Furthermore, in the event that any transaction or event described or referred

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	to in the immediately preceding sentence shall occur, the Committee may provide in substitution of any or all of Grantee’s rights under this agreement such alternative consideration as the Committee may determine in good faith to be equitable under the circumstances.
8.	Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any delivery of Common Shares to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Common Shares delivered to the Grantee. If such election is made, the shares so retained shall be credited against such withholding requirement at the Market Price per Common Share on the date of such delivery. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates, except that, unless otherwise determined by the Committee at any time, the Grantee may surrender Common Shares owned for more than 6 months to satisfy any tax obligations resulting from any such transaction.
9.	Right to Terminate Employment. No provision of this agreement shall limit in any way whatsoever any right that the Company or a subsidiary may otherwise have to terminate the employment of Grantee at any time.
10.	Relation to Other Benefits. Any economic or other benefit to Grantee under this agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a subsidiary.
11.	Amendments. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee with respect to the Common Shares or other securities covered by this agreement without Grantee’s consent.
12.	Severability. In the event that one or more of the provisions of this agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
13.	Governing Law. This agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio.

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     This agreement is executed by the Company on this ___day of ___, 2005.

The Timken Company
By:
	William R. Burkhart
	Sr. Vice President and General Counsel

     The undersigned Grantee hereby acknowledges receipt of an executed original of this agreement and accepts the right to receive the Common Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.

	Grantee
Date:

6

EX-10.3

Exhibit 10.3

THE TIMKEN COMPANY

Performance Unit Agreement

               WHEREAS, <<NAME>> (“Grantee”) is an employee of The Timken Company (the “Company”); and

               WHEREAS, the grant of Performance Units, each with a cash value of $100.00, was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) that was duly adopted on January 31, 2005 (the “Date of Grant”), and the execution of a Performance Unit agreement in the form hereof was authorized by a resolution of the Committee duly adopted on January 31, 2005;

               NOW, THEREFORE, pursuant to the Company’s Long—term Incentive Plan (As Amended and Restated as of February 6, 2004) (the “Plan”) and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to Grantee as of the Date of Grant <<puaward>> Performance Units (the “Target Performance Units”). Subject to the attainment of the performance goals set forth in Section 1 hereof, this grant enables Grantee to earn as Performance Units from ________ of the Target Performance Units to be paid out to Grantee pursuant to Section 3 hereof.

1.   Earning of Target Performance Units. (a) Grantee’s right to receive payment for any Performance Units shall be determined (i) on the basis of the Company’s Return on Equity for the period from January 1, 2005 through December 31, 2007 (the “Performance Period”) and (ii) on the basis of the Company’s Sales Growth for the Performance Period as follows:

(A)   The applicable percentage of the Target Performance Units which shall be earned by Grantee shall be determined by the Performance Matrix approved by the Committee on the Date of Grant.

(B)	For purposes of this Agreement, “Return on Equity” shall mean cumulative net income divided by three, divided by the average quarterly total shareholders equity excluding the minimum pension liability in comprehensive income for the three-year period, as adjusted pursuant to Section 1(b).
(C)	For purposes of this Agreement, “Sales Growth” shall mean the three-year compounded annualized growth in sales over the performance period, determined using year-end total net sales for year three of the performance period and year-end total net sales for the year-end prior to the start of the performance period, as adjusted pursuant to Section 1(b).
(D)	In the event that the Company’s Return on Equity or Sales Growth is between the ranges set forth on the Performance Matrix, the Committee shall interpolate the applicable percentage of the Target Performance Units which shall be earned by Grantee.

(b)

If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(c)

All determinations involving the performance goals set forth in this Section 1 shall be calculated based on Generally Accepted Accounting Principles in effect at

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the time the goals are established without regard to any change in accounting standards that may be required by the Financial Accounting Standards Board after the goals are established.

2.	Forfeiture of Award. Except as otherwise determined by the Committee in accordance with the terms of the Plan, Grantee’s right to receive the Performance Units shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a Subsidiary prior to the last day of the Performance Period.
3.	Payment of Performance Units. Performance Units earned as provided in Section 1 hereof shall be payable to Grantee in cash or Common Shares (as determined by the Committee) as soon as practicable after they are earned in accordance with Section 1 hereof, but in no event later than two and one-half (2 1/2) months after the close of the last fiscal year of the Company to which the award relates.
4.	Transferability. Grantee’s right to receive the Performance Units shall not be transferable nor assignable by Grantee other than by will or by the laws of descent and distribution.
5.	No Employment Contract. Nothing contained in this Agreement shall confer upon Grantee any right with respect to continuance of employment by the Company or any Subsidiary, nor limit or affect in any manner the right of the Company or any Subsidiary to terminate the employment or adjust the compensation of Grantee.
6.	Taxes and Withholding. If the Performance Units are paid in cash, such payment shall be less any applicable federal, state, local or foreign taxes. To the extent that the Company shall be required to withhold any federal, state, local or foreign taxes in connection with the payment of the Performance Units in Common Shares, and the

3

	amounts available to the Company for such withholding are insufficient, it shall be a condition to the payment of the Performance Units that Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.
7.	Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee).
8.	Compliance with Law. The Company shall make reasonable efforts to comply with all applicable laws; provided, however, that notwithstanding any other provision of this Agreement, the Performance Units shall not be paid if the payment thereof would result in a violation of any such law.
9.	Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee under this Agreement without Grantee’s consent.
10.	Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

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11.	Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the plan, have the right to determine any questions which arise in connection with the grant of Performance Units.
12.	Successors and Assigns. Without limiting Section 4 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of the Company.
13.	Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.
14.	Notices. Any notice to the Company provided for herein shall be in writing to the Company and any notice to Grantee shall be addressed to Grantee at his or her address on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class certified or registered mail, postage and fees prepaid, return receipt requested, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit of the same in the United States mail).

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Grantee has also executed this Agreement in duplicate, as of the day and year first above written.

THE TIMKEN COMPANY

William R. Burkhart

Sr. Vice President and General Counsel

     The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement.

Grantee

Date:

6

EX-10.4

Exhibit 10.4

1996 DEFERRED COMPENSATION PLAN

THE TIMKEN COMPANY

ELECTION AGREEMENT

     I, ___, hereby elect to participate in the 1996 Deferred Compensation Plan for The Timken Company (the “Plan”) adopted with respect to the compensation that I may receive beginning January 1, 2005. (You may complete any or all of the Sections numbered I through VII below, but you must complete Section VIII.)

     I hereby elect to defer payment of the compensation that I otherwise would be entitled to receive as follows:

I.	DEFERRAL OF BASE SALARY
		1.	Percentage or dollar amount of Base Salary for 2005:
			25% o      50% o      ____% o      $ ______ o per month
		2.	Please make payment of the above specified cash compensation together with all accrued interest reflected in my Account as follows:
			a.	Pay in lump sum o
			b.	Pay in                      approximately equal quarterly installments o
			c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director — Total Rewards) o
		3.	Please defer payment or make payment of first installment as follows:
			a.	Defer until the date I cease to be an associate o
			b.	Defer until _________ o (specify date or number of years following termination of employment)
II.	DEFERRAL OF ANNUAL BONUS
		1.	Percentage or dollar amount of bonus, if any, payable under the Management Performance Plan for 2005 (to be paid in 2006):
			25% o      50% o       100 % o       ____% o       $ ______ o

		2.	Please make payment of the above specified cash compensation together with all   accrued interest reflected in my Account as follows:
			a.	Pay in lump sum o
			b.	Pay in ____ approximately equal quarterly installments o
			c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director — Total Rewards) o
		3.	Please defer payment or make payment of first installment as follows:
			a.	Defer until the date I cease to be an associate o
			b.	Defer until __________ o (specify date or number of years following termination of employment)
III.	DEFERRAL OF SAVINGS AND INVESTMENT PENSION (SIP) PLAN AMOUNTS THAT EXCEED IRS LIMITATIONS
		1.	Percentage or dollar amount, if any, that would otherwise be contributed to the Post-Tax Savings and Investment Pension (SIP) Plan Employee (Contributions and Match) in 2005:
			25% o       50% o       100% o       ____% o       $ ______ o
		2.	Please make payment of the above specified cash compensation together with all accrued interest reflected in my Account as follows:
			a.	Pay in lump sum o
			b.	Pay in ____ approximately equal quarterly installments o
			c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director — Total Rewards) o
		3.	Please defer payment or make payment of first installment as follows:
			a.	Defer until the date I cease to be an associate o

2

			b.	Defer until ___________ o (specify date or number of years following termination of employment)
IV.	DEFERRAL OF RESTRICTED SHARES*
		1.	Percentage or number of Restricted Shares granted in 2005, that become nonforteitable (i.e., vested) (check one)
			a.	in 2006 only [ ]
			b.	in 2006, 2007, 2008 and 2009 [ ] or
			c.	(specify year or years) [ ]
			25% o       50% o      100% o       ____% o       ____ total shares o
		2.	Please make payment of the deferred Common Shares together with all accrued amounts in my Account attributable to the deferred Common Shares as follows:
			a.	Pay in lump sum o
			b.	Pay in approximately equal quarterly installments o
			c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director – Total Rewards) o:
		3.	Please defer payment or make payment of first installment as follows:
			a.	Defer until the date I cease to be an associate o
			b.	Defer until________ o (specify date or number of years following termination of employment)

_______________

^* NOTE: If you elect to defer payment with respect to Restricted Shares, you will be deemed, as of the date of the Company’s acceptance of your election, to have surrendered the Restricted Shares and to have your Account under the Plan credited with an equal number of Common Shares. Accordingly, as of that date, you will no longer have voting and dividend rights with respect to the Restricted Shares surrendered. Your Account under the Plan, however, will be credited from the date of the Company’s acceptance of your election with amounts equal to the dividends paid on the number of Common Shares reflected in such Account. In addition to being subject to the rules of the Plan, your Account for the remainder of time that the Restricted Shares would have been subject to a risk of forfeiture will to the same extent and under the same circumstances be subject to a risk of forfeiture.

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V.	DEFERRAL OF COMMON SHARES PAYABLE PURSUANT TO PERFORMANCE UNITS EARNED UNDER THE LONG-TERM INCENTIVE PLAN
		1.	Percentage or number of Common Shares, if any, payable as a result of the earning of Performance Units (as defined in the Long-Term Incentive Plan) for 2005, 2006 and 2007 (to be paid in 2008):
			25% o       50% o       100% o       ____% o       # of shares ______ o
		2.	Please make payment of the above Common Shares together with all accrued amounts in my Account as follows:
			a.	Pay in lump sum o
			b.	Pay in _____ approximately equal quarterly installments o
			c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director — Total Rewards) o
		3.	Please defer payment or make payment of first installment as follows:
			a.	Defer until the date I cease to be an associate o
			b.	Defer until _________ o (specify date or number of years following termination of employment)
VI.	DEFERRAL OF CASH AMOUNTS PAYABLE PURSUANT TO PERFORMANCE UNITS EARNED UNDER THE LONG-TERM INCENTIVE PLAN
		1.	Percentage or dollar amount, if any, payable as a result of the earning of Performance Units for 2005, 2006 and 2007 (to be paid in 2008):
			25% o      50% o       ____ % o       ____% o       $ ______ o
		2.	Please make payment of the above specified cash compensation together with all accrued interest reflected in my Account as follows:
			a.	Pay in lump sum o
			b.	Pay in ____ approximately equal quarterly installments o
			c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director — Total Rewards) o

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		3.	Please defer payment or make payment of first installment as follows:
			a.	Defer until the date I cease to be an associate o
			b.	Defer until __________ o (specify date or number of years following termination of employment)
VII.	DEFERRAL OF VESTED EXCESS CORE CONTRIBUTIONS
		1.	Percentage or dollar amount of any Vested Excess Core Contribution(s) for 2005:
			25% o       50% o                           % o                           % o       $                      o per contribution
		2.	Please make payment of the above specified cash compensation together with all accrued interest reflected in my Account as follows:
			a.	Pay in lump sum o
			b.	Pay in ____ approximately equal quarterly installments o
			c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director — Total Rewards) o
		3.	Please defer payment or make payment of first installments as follows:
			a.	Defer until the date I cease to be an associate o
			b.	Defer until _________ o (specify date or number of years following termination of employment)
VIII.	DEFERRAL OF UNVESTED EXCESS CORE CONTRIBUTIONS
		1.	Percentage or dollar amount of any Unvested Excess Core Contribution(s) for 2005:
			25% o      50% o      ____% o      $ ______ o per contribution
		2.	Please make payment of the above specified cash compensation together with all accrued interest reflected in my Account as follows:

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	a.	Pay in lump sum o
	b.	Pay in ____ approximately equal quarterly installments o
	c.	Pay pursuant to the following alternate payment schedule (subject to the approval of the Director — Total Rewards) o
3.	Please defer payment or make payment of first installment as follows:1
	a.	Defer until the date I cease to be an associate o
	b.	Defer until _________ o (specify date or number of years following termination of employment)

IX. SIGNATURE/AUTHORIZATION

     I acknowledge that I have reviewed the Plan and understand that my participation will be subject to the terms and conditions contained in the Plan. Capitalized terms used, but not otherwise defined, in this Election Agreement shall have the respective meanings assigned to them in the Plan.

     I understand that this Election Agreement applies only to the compensation earned by me during the periods specified above and will not apply to compensation earned in subsequent years.

     I acknowledge that I have been advised to consult with my own financial, tax, estate planning and legal advisors before making this election to defer in order to determine the tax effects and other implications of my participation in the Plan.

     I understand that amendments to bring the Plan into compliance with Section 409A of the Internal Revenue Code are necessary, and I further agree that the Company has my consent to make these amendments with an effective date of January 1, 2005.

Dated this ________ day of _______________, 2004.

(Signature) (Print or type name)

_________________

¹ Note that with respect to any Unvested Excess Core Contributions, the period of deferral can end no sooner than the date on which the Eligible Associate has achieved three Years of Service (as defined in and determined under the Savings and Investment Pension Plan).

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EX-10.5

Exhibit 10.5

(Continuing Directors)

DIRECTOR DEFERRED COMPENSATION PLAN

THE TIMKEN COMPANY

ELECTION AGREEMENT

               I,                                                             , hereby elect to participate in the Director Deferred Compensation Plan for The Timken Company (the “Plan”) with respect to the Compensation that I may receive beginning January 1, 2005.

               I hereby elect to defer payment of the Compensation that I otherwise would be entitled to receive as follows:

Deferral of Cash			Deferral of Common Shares
	1. Percentage or dollar amount of Board retainer and Committee fees payable in 2005 :		1. Percentage or dollar amount value of Common Shares payable as a result of the annual automatic award in 2005 :
	25% o       100% o		25% o 100% o
	50% o       ____% o		50% o ___% o
	$ ________o		____shareso $_______o
	2. Percentage of deferred amount to be invested in Common Shares fund and/or cash fund (total of percentages must equal 100%):		2. Percentage of dividend equivalents to be invested in Common Shares fund and/or cash fund (total of percentages must equal 100%)
	a.	Common Shares fund ____%	a.	Common Shares fund _____%
	b.	Cash fund ____%	b.	Cash fund ____%
	3. To the extent of any election to Common Shares fund, percentage of dividend equivalents to be invested in Common Shares fund and/or cash fund (total of percentages must equal 100%)		3. Please make payment of the above specified Compensation together with all accrued amounts reflected in my Account as follows:
	a.	Common Shares fund _____%	a.	Pay in lump sum o
	b.	Cash fund _____%	b.	Pay in __ approximately equal quarterly installments (based on initial value) o
	4. Please make payment of the above specified Compensation together with all accrued amounts reflected in my Account as follows:		4. Please defer my receipt of Common Shares together with the cash credited to my Account equal to dividends or other distributions paid on the number of shares reflected in such Account, together with all accrued amounts, as follows:
	a.	Pay in lump sum o	a.	Defer until the date I cease to be a Director o
	b.	Pay in ___ approximately equal quarterly	b.	Defer until ______ o (specify date or number
		installments (based on initial value) o	of years following termination as member of the Board)
	5. Please defer payment or make payment of first installment as follows:
	a.	Defer until the date I cease to be a
		Director o
	b.	Defer until _________ o (specify date
		or number of years following termination
		as member of the Board)
	Please be sure each numbered item is completed		Please be sure each numbered item is completed

               I acknowledge that I have reviewed the Plan and understand that my participation will be subject to the terms and conditions contained in the Plan. Capitalized terms used, but not otherwise defined, in this Election Agreement shall have the respective meanings assigned to them in the Plan.

               I understand that (i) this Election Agreement shall continue to be effective from Year to Year except as specified above and except as otherwise provided in the Plan and (ii) in order to be effective to revoke or modify this Election Agreement with respect to Compensation otherwise payable in a particular Year, a revocation or modification must be delivered to the Director of Total Rewards or Corporate Secretary of the Company prior to the beginning of the first Year of service for which such Compensation is payable.

               I acknowledge that I have been advised to consult with my own financial, tax, estate planning and legal advisors before making this election to defer in order to determine the tax effects and other implications of my participation in the Plan.

               I understand that amendments to bring the Plan into compliance with Section 409A of the Internal Revenue Code are necessary, and I further agree that the Company has my consent to make these amendments with an effective date of January 1, 2005.

Dated this                      day of                                         , 2005.

(Signature) (Print or type name)