| GE Consumer & Industrial | Richard L. Pease |
| Vice President |
May 24, 2005
Regal-Beloit Corporation
200 State Street
Beloit, WI 53511
Attention: President
Facsimile: (608) 364-8818
RE: Shareholder Agreement (the “Agreement”), dated as of December 31, 2004, between General Electric Company (“GE” or “Shareholder”) and REGAL-BELOIT Corporation (“RBC” or “Company); Extension of Certain Time Periods In Agreement
Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned such terms in the Agreement.
This letter confirms our agreement to amend the Agreement effective as of this date and extend certain time periods in the Agreement as follows:
| | (a) | Section 3(b). The first and last sentences of Section 3(b) are amended by deleting “60” in each sentence and inserting in lieu thereof “150”. |
| | (b) | Section 7(a). The first sentence of Section 7(a) is amended by deleting “150” and inserting in lieu thereof “240”. |
Except as expressly amended or superceded by this letter agreement, the Agreement shall remain in full force and effect without any waiver of either party’s rights or obligations thereunder. To confirm your receipt and acceptance of the foregoing, please execute the acknowledgement set forth below and return one copy to the undersigned.
Very truly yours,
GENERAL ELECTRIC COMPANY
By: /s/ Richard L. Pease
Name: Richard L. Pease
Title: Vice President
Acknowledged and accepted this 31st day of May, 2005.
REGAL-BELOIT CORPORATION
By: /s/ James L. Packard
Name: James L. Packard
Title: Executive Chairman
| General Electric Company | |  |
| 20 Technology Parkway | T 770-662-7078 | |
| Norcross, GA 30092 | F 770-447-7200 | |
