0000897069-04-002013 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 18th, 2004 • Regal Beloit Corp • Motors & generators • Wisconsin

This Second Amendment (the “Amendment”), dated as of November 12, 2004, between REGAL-BELOIT Corporation, a Wisconsin corporation (the “Company”), and EquiServe Trust Company, N.A. (“EquiServe”), to the Rights Agreement between the Company and EquiServe (as successor Rights Agent to BankBoston, N.A. (“BankBoston”)), dated as of January 28, 2000, and as amended by the First Amendment to Rights Agreement, dated as of June 11, 2002 (as so amended, the “Rights Agreement”).

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