2014 Regal-Beloit Proxy

The following table sets forth certain information relating to the compensation of Mr. Schlemmer, our Chief Operating Officer, upon a change in control of our company and following a termination of Mr. Schlemmer’s employment. Mr. Schlemmer is not currently eligible for either early retirement or normal retirement. Accordingly, the table omits terminations under those circumstances.

Involuntaryor GoodReason Termination / Change inControl (2)

Change in Control without Termination

ExecutiveBenefits andPayments UponChange inControl or Termination Compensation: Current Year SVAAnnual Cash Incentive Payment of SVA fromPrior Years TerminationPayment

Involuntary Not for Cause Termination (1)

Voluntary Termination

For Cause Termination

Deathor Disability

$2,048,110

Management Plan (3)

609,000

RestrictedStock

UnvestedandAccelerated

$1,220,994

1,220,994

$1,220,994

StockAppreciationRights

UnvestedandAccelerated

389,532

389,532

389,532

Performance ShareUnits

UnvestedandAccelerated

444,683

444,683

63,152

Benefits andPerquisites: CashPaymentUnder Retirement Plans (4) Post‐terminationHealth&Life Insurance

717,951 48,844

Life InsuranceProceeds (5)

600,000 165,000 44,231

Disability (6)

AccruedVacationPay

$44,231

$44,231

$44,231

44,231 15,000 57,500

Accounting and Legal Services

Outplacement Services

280GTax Cutback Total:

$2,482,909 (7)

$44,231

$44,231

$44,231

$2,055,209

$5,595,845

(1) Assumes the executive’s employment is terminated by us without cause or by the executive with good reason not in connection with a change in control of our company. (2) Assumes the executive’s employment is terminated by us without cause or by the executive with good reason in connection with a change in control of our company. (3) Present value of annuity commencing on retirement and paid monthly for 15 years. (4) Reflects a cash payment that is equal to the value of additional retirement benefits that the executive would have received if he remained employed with us for an additional two years. (5) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to employees generally. (6) Disability benefit payable only in event of disability. The amount shown reflects only the enhanced disability benefits that would be payable to the executive over the course of a year compared with the disability benefits to which non‐executive officer salaried employees would receive over the same period. (7) The total amount shown is larger than the amount the executive would receive on a termination of employment in the event of death or disability because it includes both amounts that would be payable only on death and amounts that would be payable only on disability.

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