2014 Regal-Beloit Proxy

(2) Ms. Chaibi joined the Board of Directors on November 10, 2014 and, based on such timing near the end of our fiscal year, did not receive any portion of the annual retainer fee or the annual restricted stock award. (3) Ms. Skornicka retired from the Board of Directors on April 28, 2014, at the expiration of her term at the 2014 annual meeting of shareholders. Our compensation policies for directors are designed to attract and retain the most qualified individuals to serve on the Board in the industry in which we operate. The equity portion of director compensation is designed to align directors’ interests with shareholders’ interests. The non‐employee directors are paid the following fees:

! Annual retainer fee of $80,000 for each director.

! Annual retainer fee of $25,000 for the presiding director.

! Annual retainer fee of $15,000 for the chair of the Audit Committee; $10,000 for the chair of the Compensation and Human Resources Committee; and $9,000 for the chair of the Corporate Governance and Director Affairs Committee.

! Shares of restricted stock with a value of approximately $115,000 on the grant date.

Each individual non‐employee director serving on the Board on April 28, 2014, the date of our 2014 annual shareholders meeting, was awarded 1,518 shares of restricted stock with an effective grant date of May 7, 2014, which was the beginning of the first open window period following the 2014 annual shareholders meeting. The shares of restricted stock had a grant date fair value of $75.76. Ms. Chaibi, who joined the Board on November 10, 2014, was not awarded any shares of restricted stock in connection with her appointment to the Board.

69