0000897069-05-000068 Sample Contracts

THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 5th, 2005 • Regal Beloit Corp • Motors & generators • Wisconsin

This Third Amendment (the “Amendment”), dated as of December 31, 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 and the Second Amendment to Rights Agreement, dated as of November 12, 2004 (as so amended, the “Rights Agreement”).

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