REGAL-BELOIT
CORPORATION  



TARGET (SUPPLEMENTAL)
RETIREMENT PLAN 




	I.  	PURPOSE






	II.  	DEFINITIONS






	III.  	ELIGIBILITY;
PARTICIPATION






	IV.  	BENEFITS






	V.  	CLAIM
FOR BENEFITS PROCEDURE






	VI.  	ADMINISTRATION






	VII.  	AMENDMENT
AND TERMINATION






	VIII.  	MISCELLANEOUS


















REGAL-BELOIT
CORPORATION 



TARGET (SUPPLEMENTAL)
RETIREMENT PLAN 



	I.  	PURPOSE 






        REGAL-BELOIT
CORPORATION desires to provide Plan Participants with a retirement benefit which is
adequate and competitive, when compared to peer company employers. The Plan is intended to
provide a mechanism to provide supplemental retirement benefits to existing and newly
hired employees of the Company who become eligible to participate, and to supplement
retirement benefits payable from the Company’s qualified retirement plan(s) to
executives who are hired mid-career. By providing such benefits, the Company will remain
able to attract and retain exceptional senior management personnel, and provide for
orderly management succession. 



	II.  	DEFINITIONS 






        2.01  
“Actuarial Equivalent”means a form of benefit differing in time, period, or
manner of payment, but having the same value as the form of benefit payment expected to
be paid to a Participant over his or her remaining lifetime, commencing on the first day
of the month coincident with or next following his or her Normal Retirement Date. An
Actuarial Equivalent determined hereunder shall be based on the mortality table, assumed
rate of interest, and other factors utilized by the Pension Benefit Guaranty Corporation
(PBGC), and in effect at the time a benefit payment amount is determined. PBGC factors to
be utilized in determining the value of a benefit will be those factors used by the PBGC
to value annuities for a single employer, trusteed plan terminating as of the first day
of the month that includes the date in which the Participant attains (or would have
attained) his or her Normal Retirement Date.  




        2.02   “Administrative
Committee” and “Committee” mean the Committee appointed pursuant to
Article VI to administer the Plan.  




        2.03   “Affiliate” means
each entity that is required to be aggregated with the Company pursuant to Code Section
414(b) or (c); provided that for purposes of determining if a Participant has incurred a
Separation from Service, the phrase “at least 50 percent” shall be used in
place of the phrase “at least 80 percent” each place it appears therein or in
the regulations thereunder.  




        2.04   “Agreement” means
the REGAL-BELOIT CORPORATION Target (Supplemental) Retirement Plan Agreement between a
Participant and the Company, whereby a Participant agrees to the terms and provisions of
the Plan, and the Company agrees to pay benefits in accordance with the Plan. An
Agreement shall be executed by and between the Company when a Participant first becomes
eligible to participate in the Plan.  




        2.05   “Change
of Control”means that a “Change in Control of the Company” has been deemed
to occur pursuant to a Change in Control Agreement in effect between the Company and its
Chief Executive Officer. If the Company is not a party to such a Change in Control
Agreement, “Change of Control” means the purchase or other acquisition by any
person, entity or group of persons, within the meaning of Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934 or any comparable successor provision, or a beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 30% or more of
either the outstanding shares of common stock or the combined voting power of Company’s
then outstanding voting securities entitled to vote generally, or the approval by the
stockholders of Company of a reorganization, merger, or consolidation, in each case, with
respect to which persons who were stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more than 50%
of the combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated Company’s then outstanding securities, or a
liquidation or dissolution of Company or of disposition by the sale of all or
substantially all of the Company’s assets.  




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        2.06   “Company” means
REGAL-BELOIT CORPORATION, a Wisconsin Corporation, its successors and assigns, and any
Affiliate which grants participation hereunder to an employee with the Company’s
consent. References to “Company” in the Plan refer to the Company or, if
appropriate, the participating Affiliate of the Company which employs the Participant.  




        2.07   “Early
Retirement Date” and “Early Retirement” mean the date of Termination of
Service of a Participant for reasons other than death before age sixty-five (65), but at
or after age fifty-eight (58) with fifteen (15) Years of Service, or a Separation from
Service under circumstances which the Company, in its sole discretion and prior to the
first day of the seventh (7th) month following the month in which the Separation from
Service occurs, elects to treat as an Early Retirement under the Plan.  




        2.08   “ERISA
Funded” means that the Plan is prevented from meeting the “unfunded” criterion
of the exceptions to the application of Parts 2 through 4 of Subtitle B of Title I of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).  




        2.09   “Final
Average Compensation” means the average result produced by dividing the total Salary
of a Participant during the sixty (60) consecutive month period immediately preceding the
earlier of his or her Termination of Service with the Company or Separation from Service,
by the lesser of:  




            (a)              sixty
(60), or  




            (b)              the
actual number of months of the Participant’s service with the Company,           as
determined pursuant to the Participant’s Agreement to participate in the
          Plan.  




        2.10       “IRC” means
the Internal Revenue Code of 1986, as amended. 




        2.11   “Normal
Retirement Date” and “Normal Retirement” mean the date of Separation from
Service of the Participant coincident with or following the date he or she attains age
sixty-five (65).  





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        2.12   “Other
Retirement Plans”, “Other Retirement Plans’ Benefit” mean the
aggregate of the retirement benefit which is attributable to the Hypothetical Investment
Account, or its Actuarial Equivalent, to which a Participant would be entitled if monthly
payments were made to him in the form of a single life annuity commencing on the first
day of the month immediately following the Participant’s Normal Retirement Date. For
purposes of the Plan, the “Hypothetical Investment Account” shall consist of an
amount equal to the hypothetical value of the Participant’s Profit Sharing Plan
Account, as hereinafter described. A Participant’s Hypothetical Account shall
consist of the beginning balance of Participant’s Profit Sharing Plan Account as of
the Profit Sharing Plan’s most recent valuation date immediately preceding the
Participant’s date of eligibility for participation in this Plan, as specified in
the Participant’s Agreement. The beginning balance of each Participant’s
Hypothetical Investment Account shall be increased by Hypothetical Company Contributions,
if any, and by Hypothetical Investment Earnings. “Hypothetical Company Contributions” shall
be calculated and determined assuming an annual increase in Salary of one percentage
point higher than the cost-of-living adjustments applied under IRC Section 415(b)(1)(A),
and Company contributions determined as follows: (a) For periods prior to the date the
REGAL-BELOIT CORPORATION Profit Sharing Plan was merged with the predecessor plan to form
the Regal-Beloit 401(k) Plan, a four percent (4%) Profit Sharing Plan contribution; (b)
For periods on and after the date the REGAL-BELOIT CORPORATION Profit Sharing Plan was
merged with the predecessor plan to form the Regal-Beloit 401(k) Plan, a Company matching
contribution equal to 1.5% of a Participant’s Salary plus a Company base
contribution of 2% of a Participant’s Salary; provided, however, that the
hypothetical base contribution shall not be credited unless the Participant is employed
on the last day of the Plan Year; and (c) Any other Company contributions to a qualified
retirement plan in which the employee has been a Participant if specified in the
Participant’s Agreement. “Hypothetical Investment Earnings” shall be
calculated and determined assuming investment earnings equal to the most recent 12-month
average yield on corporate bonds. Hypothetical Company Contributions and Hypothetical
Investment Earnings shall be credited to a Participant’s Hypothetical Investment
Account at the same time and in the same manner as prescribed by the Profit Sharing Plan.
For purposes of this Section, the “average yield on corporate bonds” means the
composite average yield for the preceding calendar year of industrial and public utility
bonds, rated Aaa through Baa, as determined from “Moody’s Bond Record”published
monthly by Moody’s Investor’s Service, Inc. (or any successor thereto), or, if
such yield is no longer available, a substantially similar average selected by the
Administrative Committee.  




        2.13   “Participant” means
an employee of the Company who is designated to be eligible pursuant to Section 3.01
hereof and who signs and delivers an Agreement to the Company.  




        2.14   “Plan” means
the REGAL-BELOIT CORPORATION Target (Supplemental) Retirement Plan, as amended from time
to time.  




        2.15   “Plan
Year” means the Company’s fiscal year, which, unless and until changed, is
January 1 to December 31.  




        2.16   “Profit
Sharing Plan”means either the REGAL-BELOIT CORPORATION Profit Sharing Plan, as
amended from time to time, or the Regal-Beloit 401(k) Plan and its predecessor, as
amended from time to time. Unless the context requires otherwise, definitions as used
herein shall have the same meaning as in the Profit Sharing Plan when applied to said
Plan.  




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        2.17       “Retirement
Date” means a Participant’s Early Retirement Date or Normal Retirement Date. 




        2.18   “Salary” for
purposes of the Plan shall be the total of the Participant’s base yearly salary paid
by the Company during a Plan Year, and considered “wages” for FICA and federal
income tax withholding, plus the amount of any target Company bonus opportunity for the
Plan Year (whether or not earned or paid for such Plan Year) and any amounts deferred by
the Participant under an unfunded, nonqualified plan maintained by the Company.
Notwithstanding the foregoing, with respect to Participants who retired prior to January
1, 2008, the actual Company bonus earned for the Plan Year (even if not paid in such Plan
Year) in lieu of the target bonus opportunity was used to determined Salary. For purposes
of this Section, Salary amounts considered shall exclude reimbursements or other expense
allowances (whether or not includable in gross income, and including but not limited to
car allowances), (cash or non-cash) fringe benefits (including but not limited to contest
prizes), moving expenses, welfare benefits (including but not limited to imputed income
on life insurance coverage, unused and/or accrued vacation pay and severance pay), and
any distribution of stock (excluding proceeds from any stock options, stock appreciation
rights, or any other stock or equity based management incentive plan. Salary amounts
considered shall include any amounts by which the Participant’s Salary is reduced by
a salary reduction or similar arrangement under any qualified plan described in IRC
Section 401(a) or any cafeteria plan (as described in IRC Section 125) maintained by
the Company.  




        2.19   “Separation
from Service” means a Participant’s termination of employment from the Company
and all Affiliates within the meaning of Code Section 409A, including the following
rules:  




            (a)              If
a Participant takes a leave of absence from the Company or an Affiliate for
          purposes of military leave, sick leave or other bona fide leave of absence, the
          Participant’s employment will be deemed to continue for the first six (6)
          months of the leave of absence, or if longer, for so long as the
          Participant’s right to reemployment is provided either by statute or by
          contract; provided that if the leave of absence is due to the Participant’s
          medically determinable physical or mental impairment that can be expected to
          result in death or can be expected to last for a continuous period of six
months           or more, and such impairment causes the Participant to be unable to
perform the           duties of his position with the Company or an Affiliate or a
substantially           similar position of employment, then the leave period may be
extended for up to           a total of 29 months.  




            (b)              A
Participant shall be presumed to incur a Separation from Service when the           level
of bona fide services provided by the Participant to the Company and its
          Affiliates permanently decreases to a level of twenty percent (20%) or less of
          the level of services rendered by such individual, on average, during the
          immediately preceding 36 months.  




            (c)              A
Participant shall be presumed to not incur a Separation from Service when the
          level of bona fide services provided by the Participant to the Company and its
          Affiliates continues at a rate that is at least fifty percent (50%) of the
level           of services rendered by such individual, on average, during the
immediately           preceding 36 months.  




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        2.20   “Social
Security Retirement Benefit” means the monthly amount of the primary Social Security
benefit payable, or projected to be payable, to a Participant (regardless of whether such
Social Security benefit is or has been applied for) at his or her Normal Retirement Date.
The Social Security Retirement Benefit shall include a benefit payable to the Participant
under any other similar retirement program sponsored by the United States government to
which the Company contributed (at least in part) or which the Company funded (in whole or
in part) by tax or similar levy.  




        2.21   “Surviving
Spouse”means the spouse of a Participant on his or her Retirement Date, who is
entitled to receive payments under Section 4.04 hereof, and who survives the Participant
to receive any Surviving Spouse’s benefit payable under the Plan. For purposes of
the Plan, a “Spouse” is a Participant’s husband or wife under a legal
union recognized by applicable state or federal law.  




        2.22   “Target
(Supplemental) Retirement Plan Trust” and “Trust” mean any irrevocable
grantor trust or trusts established by the Company with an independent trustee for the
benefit of persons entitled to receive payments hereunder.  




        2.23   “Tax
Funded” means that the interest of a Participant in the Plan will be includable in
the gross income of the Participant for federal income tax purposes before actual receipt
of Plan benefits by the Participant as a result of the failure of the Plan to comply with
Code Section 409A with respect to the Participant.  




        2.24   “Termination
for Cause” means a termination of service of the Participant resulting from the
Participant’s fraud, misappropriation, embezzlement, or theft of Company property,
conviction of a felony, or violation of restrictive covenants contained in any employment
agreement between him and the Company, or a willful and repeated violation of published
standards of conduct of the Company, the determination of which shall be made solely by
the Company.  




        2.25   “Termination
of Service” means the cessation of Participant’s employment with the Company
for any reason whatsoever, whether voluntarily or involuntarily, including by reason of
retirement, death, or disability; provided, however, that a Participant who is entitled
to long-term disability benefits under a long-term disability plan sponsored by the
Company shall not be deemed to have incurred a Termination of Service until the earlier
of the first anniversary of the date the Participant became entitled to long-term
disability benefits, or the date the Participant no longer qualifies for long-term
disability benefits, including loss of qualification due to death.  




        2.26   “Years
of Service”means years of service credited to a Participant based on the period
beginning with the Participant’s employment commencement date, as specified in the
Participant’s Agreement, and ending on the date the Participant incurs a Termination
of Service. Nonsuccessive periods of service of less than whole year periods of service
shall be aggregated, with 12 months of service or 365 days of service equaling a whole
year of service. In its sole discretion, the Committee may award additional Years of
Service to a Participant at any time prior to his or her Retirement Date as specified in
the Participant’s Agreement.  





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	III.  	ELIGIBILITY;
PARTICIPATION 






        3.01  Eligibility.
 Participation  in the Plan shall be limited to  employees of the Company who meet all of
the following conditions: 




            (a)              each
employee must be a corporate officer or other key employee of the Company           who
is designated as eligible to participate in the Plan by the Administrative
          Committee. The determination of which corporate officers and other key
employees           shall be designated eligible shall be made solely by the Committee;  




            (b)              each
employee designated eligible to participate must file an Agreement with the
          Company in order to become a Participant in the Plan.  




An employee who meets all of the
requirements of this Section shall become a Participant in the Plan. Except as otherwise
provided in Section 3.02, once an employee becomes a Participant in the Plan, he or she
shall remain a Participant until his or her Separation from Service, and thereafter until
all benefit payments, if any, to the Participant (or his or her Surviving Spouse) have
been made. 



        3.02  Continuing
Eligibility. If for any reason, a Participant’s Salary has been reduced, or if
he or she has had a material reduction in job responsibility, job description, or job
duties, his or her participation in the Plan may be terminated as determined in the sole
discretion of the Committee. In the event of such termination, a Participant shall be
deemed to have incurred a Termination of Service. Unless such termination occurs on or
after the date the Participant has become eligible for Early or Normal Retirement, no
benefit shall be payable to or on behalf of the Participant under the Plan upon the
Participant’s actual Retirement Date.  




        3.03  Reemployment.
Any Participant who incurs a Termination of Service shall not be eligible to participate
in the Plan on reemployment, unless the Committee so determines. In such event, the
Committee shall specify the effective date of the Participant’s renewed eligibility,
and the conditions of his or her participation, including any adjustments in Years of
Service, accrued benefit earned on the date of his or her reparticipation, if any, and
other factors to reflect his or her break in continued participation. The Committee shall
notify each reemployed Participant of his or her eligibility, of the effective date, and
the conditions of participation.  




	IV.  	BENEFITS 






        4.01  Retirement
Benefit. A Participant whose Termination of Service occurs on his or her Normal
Retirement Date or Early Retirement Date shall be eligible for a retirement benefit,
payable in monthly installments as provided in Section 4.03. The monthly benefit payable
shall equal:  




            (a)              2.0%
of the Participant’s Final Average Compensation, multiplied by his or           her
Years of Service (up to a maximum of 30) determined as of the           Participant’s
Retirement Date, less  




            (b)              the
Participant’s Other Retirement Plans’ benefit; and  




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            (c)              the
Participant’s Social Security Retirement Benefit.  




        4.02  Benefit
Commencement. If a Participant is entitled to a Retirement Benefit under Section
4.01, payment of his or her Retirement Benefit shall commence on the first day of the
seventh (7th) month immediately following his or her Separation from Service.  




        4.03  Form
of Benefit Payment. An aggregate number of no more than one hundred and eighty (180)
monthly benefit payments shall be payable under the Plan. The first six months of benefit
payments shall be accumulated and paid in a lump sum on the first day of the seventh (7th)
month following the Participant’s Normal Retirement Date. Monthly benefits shall
continue on the first day of each month thereafter, until the first of the following
dates:  




            (a)              the
last payment date immediately preceding the death of the Participant who           dies
without a Surviving Spouse;  




            (b)              the
last payment date immediately preceding the death of the Surviving Spouse of
          the Participant; or  




            (c)              the
date the one hundred and eightieth (180th) payment has been made to the
          Participant and/or his or her Surviving Spouse.  




        4.04  Surviving
Spouse Benefit.  The Company shall pay the Surviving Spouse of a Participant: 




            (a)    Death
During Employment. In the event a Participant dies while employed           by the
Company, but on or after the Participant has become eligible for Early or
          Normal Retirement, a Surviving Spouse benefit equal to one hundred percent
          (100%) if the Participant’s retirement benefit shall be payable as
provided           in this subsection. The monthly amount of the Surviving Spouse’s
benefit           payable shall be calculated and determined as if the Participant had
retired on           the date of his or her death. Payment of the Surviving Spouse
benefit shall           commence on the first day of the month immediately following the
date of the           Participant’s death, and shall be payable until the one
hundred and           eightieth (180th) monthly installment has been paid, or until the
last payment           immediately preceding the Surviving Spouse’s date of death,
whichever           occurs first. No Surviving Spouse benefit shall be paid to a
Participant who           dies while employed by the Company but prior to becoming
eligible for Early or           Normal Retirement.  




            (b)    Death
After Retirement Date. In the event a Participant dies on or after           his or
her Retirement Date, a Surviving Spouse benefit shall be payable as           provided in
this subsection. One hundred percent (100%) of the monthly amount of           any of the
one hundred and eighty (180) installments payable under the Plan           remaining
unpaid to the Participant on the date of his or her death, if any,           shall be
payable to the Participant’s Surviving Spouse. Payment to the           Surviving
Spouse benefit shall commence on the first day of the month           immediately
following the date of the Participant’s death, and shall           continue monthly
until the one hundred and eightieth (180th) monthly installment           has been paid
including installments paid prior to the Participant’s death,           or until the
last payment immediately preceding the Surviving Spouse’s date           of death,
whichever occurs first. No benefits shall be paid upon the death of a
          Participant who has no Surviving Spouse.  




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        4.05  Vesting.
Except in the event of a Termination for Cause, and except as otherwise provided in
Section 3.02, each Participant who is eligible for an Early or Normal Retirement Benefit
(whether or not the Participant has retired), shall be one hundred percent (100%) vested
in an Early or Normal Retirement Benefit, determined under Section 4.01 hereof,
based on Years of Service, Final Average Compensation, and benefits payable from Other
Retirement Plans as of any appropriate date after the Participant has become eligible for
an Early or Normal Retirement Benefit. A Participant shall not be deemed vested in any
benefits from the Plan for any reason prior to becoming eligible for Early or Normal
Retirement.  




        4.06  Termination
for Cause. If a Participant’s Termination of Service occurs as a result of a
Termination for Cause, no benefit shall be payable under the Plan. Upon Termination for
Cause, the provisions of Section 4.05 shall not apply, and the Participant shall
immediately cease to be eligible for any benefit otherwise payable under Section 4.01 of
the Plan.  




        4.07  Withholding;
Employment Taxes. To the extent required by the law in effect at the time payments
are made, the Company shall withhold any taxes required to be withheld by the federal, or
any state or local, government. If prior to the date of distribution of any amount
hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections
3101, 3121(a) and 3121(v)(2), where applicable, becomes due, then the Administrative
Committee may authorize a payment from the Participant’s accrued benefit equal to
the amount needed to pay the Participant’s portion of such tax, as well as
withholding taxes resulting therefrom (including the additional taxes attributable to the
pyramiding of such distributions and taxes), and the amount of the month retirement
benefit described in Section 4.01 shall be reduced accordingly.  




        4.08  Facility
of Payment. Any benefit payable hereunder to any person under a legal disability, or
to any person who, in the judgment of the Administrative Committee, is unable to properly
administer his or her financial affairs, may be paid to the legal representative of such
person, or may be applied for the benefit of such person in a manner which the Committee
may select.  




	V.  	CLAIM
FOR BENEFITS PROCEDURE 






        5.01  Claim
for Benefits. Any claim for benefits under the Plan shall be made in writing to the
Committee no later than 90 days following the date the payment that is in dispute should
have been made. If such claim for benefits is wholly or partially denied by the
Committee, the Committee shall, within a reasonable period of time, but not later than
ninety (90) days after receipt of the claim, notify the claimant of the denial of the
claim. Such notice of denial shall be in writing and shall contain:  




            (a)              the
specific reason or reasons for the denial of the claim;  




            (b)              a
reference to the relevant Plan provisions upon which the denial is based;  




            (c)              a
description of any additional material or information necessary for the
          claimant to perfect the claim, together with an explanation of why such
material           or information is necessary; and  





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            (d)              an
explanation of the Plan’s claim review procedure, including the           claimant’s
right to bring a suit for benefits under ERISA Section 502 if           the claimant’s
appeal is denied.  




        5.02  Request
for Review of a Denial of a Claim for Benefits. Upon receipt by the claimant of
written notice of denial of the claim, the claimant may within sixty (60) days file a
written request to the Committee, requesting a review of the denial of the claim, which
review shall include a hearing if deemed necessary by the Committee; provided that to
avoid penalties under Code Section 409A, the claimant’s appeal must be filed no
later than 180 days after the latest date the payment that is in dispute could have been
timely paid pursuant to Code Section 409A. In connection with the claimant’s appeal
of the denial of his or her claim, he or she may review relevant documents and may submit
issues and comments in writing.  




        5.03  Decision
Upon Review of Denial of Claim for Benefits. The Committee shall render a decision on
the claim review promptly, but no more than sixty (60) days after the receipt of the
claimant’s request for review, unless special circumstances (such as the need to
hold a hearing) require an extension of time, in which case the sixty (60) day period
shall be extended to one hundred-twenty (120) days. Such decision shall:  




            (a)              include
specific reasons for the decision;  




            (b)              be
written in a manner calculated to be understood by the claimant;  




            (c)              contain
specific references to the relevant Plan provisions upon which the           decision is
based; and  




            (d)              contain
notification to the claimant of his or her right to bring suit for           benefits
under ERISA Section 502.  




The decision of the Committee shall
be final and binding in all respects on both the Company and the claimant. Legal action
against the Plan may not be commenced more than 180 days after the Committee notifies the
claimant of the determination upon review, or if the Committee fails to timely notify the
claimant pursuant to the provisions of the Plan, 180 days after the latest date the
Committee could have timely notified the claimant. 



	VI.  	ADMINISTRATION 






        6.01  Plan
Administrative Committee. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company, which shall be the Administrative
Committee of the Plan. The Administrative Committee may assign duties to an officer or
other employees of the Company, and delegate such duties as it sees fit. No member of the
Committee shall vote or act on matters relating solely to himself or herself, or his or
her Plan benefits.  




        6.02  General
Rights, Powers and Duties of Administrative Committee. The Administrative Committee
shall be responsible for the management, operation and administration of the Plan in its
discretion. In addition to any powers, rights, and duties set forth elsewhere in the
Plan, it shall have the following discretionary powers and duties to:  




9 










            (a)              adopt
such rules and regulations consistent with the provisions of the Plan as           it
deems necessary for the proper and efficient administration of the Plan;  




            (b)              administer
the Plan in accordance with its terms and any rules and regulations           it
establishes;  




            (c)              maintain
records concerning the Plan sufficient to prepare reports, returns, and           other
information required by the Plan or by law;  




            (d)              construe
and interpret the Plan, and to resolve all questions arising under the           Plan;  




            (e)              direct
the Company to pay benefits under the Plan, and to give such other           directions
and instructions as may be necessary for the proper administration of           the Plan;  




            (f)              employ
or retain agents, attorneys, actuaries, accountants or other persons who           may
also be employed by or represent the Company; and  




            (g)              be
responsible for the preparation, filing, and disclosure on behalf of the Plan
          of such documents and reports as are required by any applicable federal or
state           law.  




        6.03  Information
to be Furnished to Administrative Committee. The records of the Company shall be
determinative of each Participant’s period of employment, Retirement Date,
Termination of Service and the reason therefor, disability, leave of absence, Years of
Service, personal data, and Final Average Compensation. Participants and their Surviving
Spouse shall furnish to the Committee such evidence, data or information, and execute
such documents as the Committee requests.  




        6.04  Responsibility.
No member of the Committee shall be liable to any person for any action taken or omitted
in connection with the administration of this Plan unless attributable to his or her own
fraud or willful misconduct; nor shall the Company be liable to any person for any such
action unless attributable to fraud or willful misconduct on the part of a director,
officer or employee of the Company. Further, the Company shall hold harmless and defend
and indemnify any individual in the employment of the Company and any Director of the
Company against any claim, action, or liability asserted against him in connection with
any action or failure to act regarding the Plan, except as and to the extent such
liability may be based upon the individual’s own willful misconduct or fraud. This
indemnification shall not duplicate, but may supplement, any coverage available under any
applicable insurance coverage. This indemnification provided hereunder shall continue as
to a person who has ceased serving on the Committee or as an officer, employee, or
director of the Company, and such person’s rights shall inure to the benefit of his
or her heirs and representatives.  




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	VII.  	AMENDMENT
AND TERMINATION






        7.01  Amendment.
The Plan may be amended in whole or in part by the Company at any time; provided,
however, that the Committee may amend the Plan if the amendments are (a) within the scope
of the law, (b) will not have a material financial effect on the Company, and (c) are
either immaterial changes in the provisions of the Plan or technical changes required by
applicable law. Notice of any material amendment shall be given in writing to the
Administrative Committee or the Company, as appropriate, and to each Participant and each
Surviving Spouse of a deceased Participant. No amendment shall retroactively decrease a
Participant’s vested accrued benefit determined as of the amendment date pursuant to
Section 4.05.  




        7.02  Company’s
Right to Terminate. The Company reserves the sole right to terminate the Plan at any
time. Termination of the Plan shall not decrease a Participant’s vested benefit
determined as of the termination date pursuant to Section 4.05. Upon termination of the
Plan, the Company may provide that the single sum Actuarial Equivalent present value of
the Participants’ vested accrued benefits, determined as of the termination date, be
paid in a single lump sum to the extent permitted by and in accordance with Code Section
409A.  




        7.03  Special
Termination. Any other provision of the Plan to the contrary notwithstanding, the
Plan shall terminate if the Plan is held to be ERISA Funded or Tax Funded by a federal
court, and appeals from that holding are no longer timely or have been exhausted. The
Company may terminate the Plan if it determines, based on a legal opinion which is
satisfactory to the Company, that either judicial authority or the opinion of the U.S.
Department of Labor, Treasury, Department or Internal Revenue Service (as expressed in
proposed or final regulations, advisory opinions or rulings, or similar administrative
announcements) creates a significant risk that the Plan will be held to be ERISA Funded
or Tax Funded, and failure to so terminate the Plan could subject the Company or the
Participants to material penalties or the inclusion of Plan benefits in taxable income
prior to actual receipt of Plan benefits. Upon any such termination, the Company may:  




            (a)              transfer
the rights and obligations of the Participants and the Company to a new           plan
established by the Company, which is not deemed to be ERISA Funded or Tax
          Funded, but which is similar in all other respect to this Plan, if the Company
          determines that it is possible to establish such a Plan;  




            (b)              if
the Company, in its sole discretion, determines that it is not possible to
          establish the Plan in (a) above, the Company shall pay to each Participant a
          lump sum benefit equal to the Economic Equivalent of his or her vested benefit
          determined pursuant to Section 4.05 if and to the extent such a lump sum
          payment is permitted by Code Section 409A; or  




            (c)              pay
a lump sum benefit equal to the Actuarial Equivalent of a Participant’s
          vested benefit determined pursuant to Section 4.05 to the extent that a
          federal court has held that the interest of the Participant in the Plan is
          includable in the gross income of the Participant for federal income tax
          purposes prior to actual payment of Plan benefits as a result of the Plan’s
          failure to comply with Code Section 409A with respect to such Participant. The
          Actuarial Equivalent of any remaining vested accrued benefit shall remain as an
          obligation of the Company, to be paid to the Participant as provided in the
          Plan.  




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	VIII.  	MISCELLANEOUS






        8.01  Separation
of Plan; No Implied Rights. The Plan shall not operate to increase any benefit
payable to or on behalf of a Participant (or his or her Surviving Spouse) from any other
plan maintained by the Company. Neither the establishment of the Plan nor any amendment
thereof shall be construed as giving any Participant, Surviving Spouse, or any other
person any legal or equitable right unless such right shall be specifically provided for
in the Plan or conferred by specific action of the Company in accordance with the terms
and provisions of the Plan. Except as expressly provided in the Plan, the Company shall
not be required or be liable to make any payment under the Plan.  




        8.02  No
Right to Company Assets. Neither the Participant nor any other person shall acquire
by reason of the Plan any right in or title to any assets, funds or property of the
Company whatsoever, including, without limiting the generality of the foregoing, any
specific funds, assets or other property which the Company, in its sole discretion, may
set aside in anticipation of a liability hereunder. Any benefits which become payable
hereunder shall be paid from the general assets of the Company or the Trust. The
Participant shall have only a contractual right to the amounts, if any, payable
hereunder, unsecured by any asset of the Company. Nothing contained in the Plan
constitutes a guarantee by the Company that the assets of the Company shall be sufficient
to pay any benefits to any person.  




        8.03  No
Employment Rights. Nothing herein shall constitute a contract of employment or of
continuing service or in any manner obligate the Company to continue the services of the
Participant, or obligate the Participant to continue in the service of the Company, or as
a limitation of the right of the Company to discharge any of its employees, with or
without cause. Nothing herein shall be construed as fixing or regulating the compensation
or other remuneration payable to the Participant.  




        8.04  Offset.
If, at the time payments or installments of payments are to be made hereunder, the
Participant or the Surviving Spouse or both are indebted or obligated to the Company,
then the payments remaining to be made to the Participant or the Surviving Spouse or both
may, at the discretion of the Company, be reduced by the amount of such indebtedness or
obligation, provided, however, that an election by the Company not to reduce any such
payment or payments shall not constitute a waiver of its claim for such indebtedness or
obligation.  




        8.05  Protective
Provisions. In order to facilitate the payment of benefits hereunder, each employee
designated eligible shall cooperate with the Company by furnishing any and all
information requested by the Company, and taking such other actions as may be requested
by the Company. If the employee refuses to cooperate, he or she shall not become a
Participant in the Plan and the Company shall have no further obligation to him or her
under the Plan. In such event, no benefit shall be payable to the Participant or his or
her Surviving Spouse.  




        8.06  Non-assignability.
Neither the Participant nor any other person shall have any voluntary or involuntary
right to commute, sell, assign, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are expressly declared to be unassignable and
non-transferrable. No part of the amounts payable shall be, prior to actual payment,
subject to seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by the Participant or any other person, or be transferrable by
operation of law in the event of the Participant’s or any other person’s
bankruptcy or insolvency.  





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        8.07  Notice.
Any notice required or permitted to be given under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail to the last known
address of the Participant if to the Participant, or, if given to the Company, to the
principal office of the Company, directed to the attention of the Administrative
Committee. Such notice shall be deemed given as of the date of delivery, or, if delivery
is made by mail, as of the date shown on the postmark or the receipt for registration or
certification.  




        8.08  Governing
Laws. The Plan shall be construed and administered according to the laws of the State
of Wisconsin, without reference to conflict of law principles thereof. The Plan is
intended to be a deferred compensation plan that complies with Code Section 409A, and the
Plan shall be construed and interpreted in a manner that will cause any payment hereunder
that is not exempt from Code Section 409A to meet the requirements thereof such that no
additional tax will be due under Code Section 409A on such payment.  




        8.09  Target
(Supplemental) Retirement Plan Trust. (a)   The Company shall establish a Trust or
Trusts with (an) independent trustee(s), and shall comply with the terms of the Trust(s).
The Company may transfer to the trustee(s) an amount of cash, marketable securities, or
other property acceptable to the trustee(s) (“Trust Property”) determined by
REGAL-BELOIT CORPORATION, in its sole discretion, as it deems necessary or appropriate.
Trust Property so transferred shall be held, managed, and disbursed by the trustee(s) in
accordance with the terms of the Trust(s). To the extent that Trust Property shall be
used to pay the Company’s obligations under the Plan, such payments shall discharge
obligations of the Company; however, the Company shall continue to be liable for amounts
not paid by the Trust(s). Trust Property will nevertheless be subject to claims of the
Company’s creditors in the event of bankruptcy or insolvency, and the Participant’s
rights under the Plan and Trust(s) shall at all times be subject to the provisions of
Section 8.02.  




            (b)              Upon
a Change of Control, Company shall, as soon as possible, but in no event           longer
than thirty (30) days following the Change of Control, as defined herein,           make
an irrevocable contribution to the Trust in an amount that is sufficient to           pay
each vested Plan Participant or their Surviving Spouses, the vested benefits           to
which Plan Participants or their Surviving Spouses would be entitled pursuant
          to the terms of the Plan as of the date on which the Change of Control
occurred;           provided such contribution is not prohibited by Code Section
409A(b)(2) or (3).           A Participant’s or Surviving Spouse’s vested
benefit shall be           determined pursuant to Section 4.05.  








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