targetsuppretplan.htm


    REGAL
BELOIT CORPORATION

    


    TARGET
(SUPPLEMENTAL) RETIREMENT PLAN

    


    As
Amended and Restated Effective January 1, 2010

    


    


     

    
      	
              
I.

            	
              
PURPOSE

            


    

     

    
      	
              
II.

            	
              
DEFINITIONS

            


    

     

    
      	
              
III.

            	
              
ELIGIBILITY;
      PARTICIPATION

            


    

     

    
      	
              
IV.

            	
              
BENEFITS

            


    

     

    
      	
              
V.

            	
              
CLAIM FOR BENEFITS
      PROCEDURE

            


    

     

    
      	
              
VI.

            	
              
ADMINISTRATION

            


    

     

    
      	
              
VII.

            	
              
AMENDMENT AND
      TERMINATION

            


    

     

    
      	
              
VIII.

            	
              
MISCELLANEOUS

            


    

    



    
      
         


      

      
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    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.

     

    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).

     

    
      
        
        

      

      
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    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).

     

    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%) of a Participant’s base salary
Profit Sharing Plan contribution, subject to the wage limit of IRC 401(a)(17)
and the regulations there under; (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 and ending December 31, 2008, a Company
matching contribution equal to 1.5% of a Participant’s Salary, subject to the
wage limit of IRC(a)(17) and the regulations there under plus a Company base
contribution of 2% of a Participant’s Salary, subject to the wage limit of
IRC(a)(17) and the regulations there under; and (c) For periods beginning
January 1, 2009 and later, a Company matching contribution equal to 3.5% of a
Participant’s Salary plus, if the Participant is eligible for a Company base
contribution under the Regal Beloit 401(k) plan, a Company base contribution of
2% or 1% of the Participant’s Salary (as specified for the Participant under the
Regal Beloit 401(k) Plan), subject to the wage limit of IRC 401(a)(17) and the
regulations there under; 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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

     

    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.

     

     

    
      
        
        

      

      
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    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

     

    (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.

     

    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.

     

    
      
        
        

      

      
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    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

     

    (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.

     

     

    
      
        
        

      

      
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    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:

     

    (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.

     

     

    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.

     

    
      
        
        

      

      
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    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.

     

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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.  i)  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.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Plan, as amended and restated
effective January 1, 2010 for and on behalf of the Company.

     

    REGAL BELOIT CORPORATION

     

    


     

    By:           /s/Paul J.
Jones                                                      

                             Its: Secretary

     


    
      
         


      

      
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