2014 Regal-Beloit Proxy

We believe our compensation of our NEOs aligns well with our performance, but we also believe that this alignment is not always reflected in the Summary Compensation Table in the same way we view the alignment for our internal purposes. This is because the Summary Compensation Table values are required by Securities and Exchange Commission rules to include the full grant date fair value of equity awards in the year the awards are granted. The grant date fair value is an accounting value that projects the potential value of awards based on assumptions about, among other things, certain future events. The grant date fair value is different from the economic value of the awards to our NEOs, which may be lower or higher than the grant date fair value depending on the price of our common stock. For this reason, we are including in this proxy statement, as a supplement to the required Summary Compensation Table, a comparison of our NEOs’ realizable pay for 2014 with their total compensation as shown in the Summary Compensation Table.

Summary Compensation Table Total Compensation ($)

Total Realizable Compensation ($)

Name and Principal Position

Mark J. Gliebe Chairman and Chief Executive Officer Charles A. Hinrichs Vice President and Chief Financial Officer

7,145,715

5,016,695

1,543,052

1,057,941

Jonathan J. Schlemmer Chief Operating Officer

1,923,401

1,357,582

Peter C. Underwood Vice President, General Counsel and Secretary Terry R. Colvin Vice President, Corporate Human Resources

1,144,293

790,618

752,272

669,939

The realizable pay disclosure in the table above is the same as the compensation shown in the Summary Compensation Table except that it values equity‐based compensation based on the price of our common stock at fiscal year end. Restricted stock units (“RSUs”) are valued as the product of the number of shares granted to the officer during the year multiplied by the year‐end stock price, assuming for purposes of this disclosure that the grants were vested. Stock appreciation rights (“SARs”) are valued as the product of the number of rights granted to the officer during the year multiplied by the excess, if any, of the year‐end stock price over the grant price of the rights, assuming for purposes of this disclosure that the grants were vested. In addition, the performance share units (“PSUs”) granted to the NEOs in 2014 have been valued using 32% of the target number of shares under the grants (which is approximately the number of shares that would vest if the company’s total relative total shareholder return for the entire applicable performance period is the same as it was for 2014), multiplied by the year‐end stock price. To illustrate how the compensation of our CEO has aligned with our total shareholder return, we are also including the following supplemental graph, which compares our total shareholder return with

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