TIMKEN CO — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2012-02-08

Reporting Person: EISENBERG GLENN A (Ex. VP - Finance & Admin.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	M	6300	—	Acquired	65339	Direct
2012-02-08	Common Stock	F	490	$51.35	Disposed	64849	Direct
2012-02-08	Common Stock	F	848	$51.35	Disposed	64001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-09	Employee Stock Option (right to buy)	$51.76	A	28900	Acquired	2022-02-09	Common Stock (28900)	Direct
2012-02-09	Performance-Based Restricted Stock Units	$	A	11500	Acquired	2014-12-31	Common Stock (11500)	Direct
2011-02-08	Performance Rights	$	M	6300	Disposed	2015-02-08	Common Stock (6300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5074	Indirect

Footnotes

F1: Reflects the accrual of contingent rights to receive shares of common stock which vest over a four year period under certain specified circumstances.

F2: Shares withheld for taxes on vested portion of 6,300 performance shares granted 2-8-2011 that vest in 25% increments over a four year period.

F3: Shares withheld for taxes on vested portion of 10,900 performance shares granted 2-8-2010 previously reported on a Form 4 that vest in 25% increments over a four year period.

F4: The option becomes exercisable in (a) annual 25 percent increments begining on 2/9/2013 or (b) in the event of retirement, death or disability of the participant or (c) upon the occurrence of a change in control of the Company or similar event.

F5: Performance based restricted stock are subject to certain performance criteria between 1/1/2012 and 12/31/2014 and if the criteria is met then they fully vest 3 years therefrom.