EXHIBIT 10.3

                              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 January 30, 2002) (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

CL: 520453v2


              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 the Company should terminate
              Grantee's employment without cause or 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.  Fur purposes of this Agreement, "cause" shall refer to
              termination of employment by the Company in reliance on a
              material act or omission of Grantee.

          (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

                                       2


                   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 (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 main-
                   tained 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

                                       3


                   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.

       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

                                       4


            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 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.  If the Company shall be required to withhold
            any federal, state, local or foreign tax in connection with any
            issuance of the Common Shares or other securities covered by this
            agreement, Grantee shall pay the tax or make provisions that are
            satisfactory to the Company for the payment thereof.

       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.

                                       5


       This agreement is executed by the Company on this 16th day of April,
       2002.

                         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