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1.	To elect eleven directors;

2.	To ratify the appointment of KPMG LLP as our independent registered accounting firm for the year 2012; and

3.	To approve, on an advisory basis, our named executive officer compensation.

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1	Mr. Allender joined the Board and the Compensation Committee effective as of the Annual Meeting of Shareholders held April 28, 2011.

2	Mr. Byrnes joined the Governance Committee effective April 28, 2011.

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•	The director is, or has been within the last three years, an employee of ours, or an immediate family member is, or has been within the last three years, an executive officer of ours;

•	The director has received, or has an immediate family member who has received, during any 12-month period

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•	The director has been affiliated with or employed by, or any of his or her immediate family members has been affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the company during the last three years;

•	The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee;

•	The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or two percent of such other company’s consolidated gross revenues;

•	The director has engaged in a transaction with us for which we have been or will be required to make a disclosure under Item 404(a) of Regulation S-K promulgated by the SEC; or

•	The director has any other material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us.

•	Audit Committee – auditchair@diebold.com

•	Board Governance Committee – bdgovchair@diebold.com

•	Compensation Committee – compchair@diebold.com

•	Directors – nonmanagementdirectors@diebold.com

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*	Upon recommendation of the Board Governance Committee in connection with its annual review, the Board also approved an increase in the Audit Committee members’ annual retainer from $9,000 per year to $11,000 per year, effective May 1, 2011.

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1	This column reports the amount of cash compensation earned in 2011 for Board and committee service, including Board retainer amounts and the following committee fees earned in 2011:

2

This column represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 for deferred shares granted to our non-employee directors in 2011, as further described above. Each director received 3,100 deferred shares as of April 28, 2011, with a closing price of our common shares on that date of $33.98. The actual value a director may realize will depend on the stock price on the date the deferral period ends. As of December 31, 2011, the aggregate number of deferred shares held by current directors was: Mr. Allender, 3,100; Mr. Byrnes, 5,900; Mr. Cheng, 9,400; Mr. Cox, 13,100; Mr. Crandall, 13,100; Ms. Fitzgerald, 13,100; Mr. Lassiter, 13,100; Mr. Lauer, 15,200; Mr. Wallace, 15,200; and Mr. Weber, 13,100. In addition, as of December 31, 2011, the aggregate number of common shares issuable pursuant to options outstanding held by current directors was: Mr. Cox, 9,000; Mr. Crandall, 21,500; Ms. Fitzgerald, 21,500; Mr. Lassiter, 21,500; Mr. Lauer, 18,500; Mr. Wallace, 17,500; and Mr. Weber, 9,000.

3	This column represents dividend equivalents on deferred shares.

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•	complete information as to the identity and qualifications of the proposed nominee, including name, address, present and prior business and/or professional affiliations, education and experience, and particular fields of expertise;

•	an indication of the nominee’s consent to serve as a director of Diebold if elected; and

•	why, in the opinion of the recommending shareholder, the proposed nominee is qualified and suited to be a director of Diebold.

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•	the Board Governance Committee is currently looking to fill a new position created by an expansion of the number of directors, or a vacancy that may exist or is anticipated on the Board;

•	the current composition of the Board is consistent with the criteria described in our Corporate Governance Guidelines;

•	the candidate possesses the qualifications that are generally the basis for selection of candidates to the Board; and

•	the candidate would be considered independent under the rules of the NYSE and our standards with respect to director independence.

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1

The Schedule 13D/A filed with the SEC on November 4, 2009 indicates that, as of November 3, 2009: (A) Gabelli Funds, LLC had sole voting and dispositive power with respect to 1,291,000 common shares; (B) GAMCO Asset Management Inc. had sole voting power with respect to 3,940,265 common shares and sole dispositive power with respect to 4,200,065 common shares; (C) MJG Associates, Inc. had sole voting and dispositive power with respect to 15,000 common shares; (D) Gabelli Securities, Inc. had sole voting and dispositive power with respect to 17,900 common shares; (E) Gabelli Foundation, Inc. had sole voting and dispositive power with respect to 22,000 common shares; (F) GGCP, Inc. had sole voting and dispositive power with respect to 10,000 common shares; and (G) Mario J. Gabelli had sole voting and dispositive power with respect to 66,000 common shares. Mario Gabelli is deemed to have beneficial ownership of the securities owned beneficially by each of the foregoing persons. Gabelli Securities, Inc. is deemed to have beneficial ownership of the securities owned beneficially by Gabelli & Company, Inc. GAMCO Investors, Inc., and GGCP, Inc. are deemed to have beneficial ownership of the securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Gabelli Foundation, Inc.

2	The Schedule 13G filed with the SEC on February 9, 2012 indicates that, as of December 31, 2011, State Street Corporation, a holding company, had shared voting and dispositive power with respect to 4,739,260 shares through its direct or indirect subsidiaries.

3	The Schedule 13F-HR filed with the SEC on February 16, 2011, indicates that, as of December 31, 2010, Perkins Investment Management, LLC, an investment manager, had sole voting and dispositive power with respect to 4,622,837 shares.

4

The Schedule 13G filed with the SEC on February 3, 2011 indicates that, as of December 31, 2010, The Bank of New York Mellon Corporation, a bank, had sole voting power with respect to 2,913,834 shares, sole dispositive power with respect to 3,291,208 shares, shared voting power with respect to 14,123 shares and shared dispositive power with respect to 26,452 shares through its direct or indirect subsidiaries.

5	The Schedule 13G/A filed with the SEC on February 13, 2012 indicates that, as of December 31, 2011, BlackRock, Inc. had sole voting and dispositive power with respect to 3,228,511 shares.

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1	The deferred shares awarded to the director-nominees, as discussed above under “Compensation of Directors,” and shares deferred by Mr. Lauer and Mr. Ducey pursuant to our deferred incentive compensation plans are not included in the shares reported in the “Common Shares Beneficially Owned” column, nor are they included in the “Percent of Class” column.

2	Includes shares held in his or her name under the 401(k) Savings Plan over which he or she has voting power, and/or shares held in the Employee Stock Purchase Plan.

3	Includes shares held in the name of the spouse of the director-nominee or Named Executive Officer.

4	Mr. Chen retired from Diebold effective December 31, 2011.

*	Less than 1%.

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•	Thomas W. Swidarski, our President and Chief Executive Officer

•	Bradley C. Richardson, our Executive Vice President and Chief Financial Officer

•	Charles E. Ducey, Jr., our Executive Vice President, North America Operations

•	George S. Mayes, Jr., our Executive Vice President, Global Operations

•	James L.M. Chen, our former Executive Vice President, International Operations

•	The Named Executive Officers’ roles in executing our short- and long-term strategic goals;

•	Achievement of the following 2011 financial results (discussed in more detail below under "Analysis of 2011 Elements of Executive Pay"), among others:

◦	Free cash flow (free cash flow is net cash generated from our operating activities and available for execution of our business strategy, excluding capital expenditures);

◦	Non-GAAP earnings per share, or EPS (non-GAAP EPS is net income per share, excluding restructuring charges, non-routine income and expenses, and a non-cash impairment charge);

◦	Integrated Services growth; and

◦	SmartBusiness 300 (SB300) year-over-year cost savings (our third cost reduction initiative to take an additional $100 million out of our cost structure); and

•	Total shareholder return (TSR) over the prior three-year period of 80.6%.

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•	Focus our executives’ efforts on performance metrics that drive long-term shareholder value;

•	Encourage executive decision-making in alignment with our business strategies, with goal-setting to be based on a philosophy of continuous improvement;

•	Reflect industry standards, offer competitive program design and pay opportunities, and balance our need for talent with our need to maintain reasonable pay costs;

•	Attract, motivate and retain executive talent willing to commit to building long-term shareholder value; and

•	Emphasize a globally focused approach, locally customized to accommodate specific country conditions – ensuring fairness, market competitiveness and compliance.

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•	Company size: approximately 1/2 to 2 times our revenue, number of employees and/or market capitalization;

•	Products and services: manufacturing, hardware/software design and development, capital equipment, technologically advanced systems and repair or maintenance services to such equipment or systems;

•	Markets: banking, financial services, electronic security, health care, government, utilities and retail; and

•	Global operations.

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•	Peer group and other comparable company practices;

•	Company performance as measured by non-GAAP EPS, free cash flow, TSR and stock price appreciation;

•	Division or business unit performance;

•	Individual performance;

•	Promotions and/or changes in the executive’s responsibilities; and

•	Broader market developments or trends.

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•	Our operations and financial results;

•	Long-term strategy development and progress;

•	Succession planning and building organizational depth, capability and diversity;

•	Personal leadership style; and

•	Community and industry involvement.

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•	The executive’s performance against his or her personal goals, which supports the Committee’s goal of rewarding performance;

•	Comparisons with base salaries for executives in similar roles in peer group companies, which supports the Committee’s goal of providing competitive pay;

•	The Committee’s philosophy regarding salaries, which targets salaries at the 50th percentile of our peer group; and

•	The Committee’s assessment of our overall performance versus goals, and our operating plan and forecasts.

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•	CEO: 100% of salary; and

•	Other Named Executive Officers: 75% of salary.

•	For Mr. Swidarski, 40% based on EPS and 60% based on key initiatives; and

•	For Messrs. Richardson, Ducey, Mayes and Chen 40% based on EPS, 40% based on key initiatives, and 20% based on individual goals.

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1	Mr. Chen retired as of December 31, 2011 and was ineligible for the Annual Cash Bonus.

*

These key initiatives are based on strategic and operational objectives that are tied to our short- and long-term strategic and financial plans. These key initiatives have been selected because they ultimately lead to customer satisfaction and increased shareholder value. We believe that disclosing certain performance measures relating to specific division or business unit performance or other confidential strategic initiatives, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with, among other things, insight into our business strategy, pricing margins and capabilities. We typically set target performance at a level that would provide results that are in line with our guidance to our investors or that are otherwise reasonably difficult to achieve relative to historical trends and future expectations at the time the levels are set. Threshold and maximum performance levels are then set to have slightly decreased and increased difficulty, respectively, as compared to target levels.

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1	Mr. Swidarski had multiple key initiatives and, as such, did not have any individual goals.

2	Mr. Chen retired as of December 31, 2011 and was ineligible for the Annual Cash Bonus.

*

As indicated above, management develops and proposes the individual goals that are approved by our Compensation Committee. These individual goals are based on strategic and operational objectives that are tied to the company’s short- and long-term strategic and financial plans. These individual goals have been selected because they ultimately lead to customer satisfaction and increased shareholder value. Although not all of these individual goals are quantitative in nature, for those that are, we believe that disclosing the quantitative performance measures relating to specific division or business unit performance or other confidential strategic initiatives, which we do not otherwise disclose publicly, would cause us competitive harm by potentially disrupting our customer relationships and providing competitors with, among other things, insight into our business strategy, pricing margins and capabilities. We typically set target performance at a level that would provide results that are in line with our guidance to our investors or that are otherwise reasonably difficult to achieve relative to historical trends and future expectations at the time the levels are set. Threshold and maximum performance levels are then set to have slightly decreased and increased difficulty, respectively, as compared to target levels.

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•	Stock options align our executives’ interests with those of shareholders because options only produce rewards for executives if our stock price increases after options are granted.

•	Performance shares reward our executives for achieving sustained financial results as well as for increasing our stock price. As a result, they tie rewards to performance and provide an additional means to own stock.

•	Grants of RSUs help in attracting and retaining key executives.

•	Non-qualified stock options, which provide us with a tax deduction at the time of exercise to the degree executives incur taxable income.

•	Exercise price equal to the closing price of our common shares on the date of grant so that executives do not receive options that are “in the money.”

•	Vest ratably over a four-year period to support executive retention.

•	Expire ten years after the date of grant to reward for long-term stock price appreciation.

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•

Our TSR for the period relative to our peer group and the S&P MidCap 400 Index determines the actual number of performance shares earned. Results in each area are weighted equally. This approach underscores the importance of providing shareholder returns equal to or greater than those companies similar to us as well as to the broader market of companies we compete with for investment. Moreover, it also balances the focus of stock options, the value of which is tied to the absolute growth in our stock price.

•	The actual number of shares earned will range from 0% to 200% of an individual’s target award:

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•	CEO: 20% of the RSU pool; and

•	Other Named Executive Officers: 10% of the RSU pool.

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•	Company car or car allowance, including a repair and maintenance allowance, and insurance allowance. This perquisite is being phased out except for a limited number of grandfathered positions, which include each of the Named Executive Officers.

•	Country club memberships, which are anticipated to be used for business as well as personal purposes. As of December 2008, this perquisite was discontinued for all of our executives, except our CEO, as it was felt that he, more so than our other executives, would benefit from the business development and networking opportunities provided by his club memberships.

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•	Reimbursement for financial planning services to assist executives in managing the rewards earned under our programs.

•	A complete annual physical exam (assessment of overall health, screening and risk reviews for chronic diseases, exercise and dietary analysis, and other specialty consultations), which helps protect in small measure the investment we make in these key individuals.

•	Severance of three times salary for the CEO, and two times salary for the other Named Executive Officers.

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•	One year of continued participation in our employee retirement income, health and welfare benefit plans, including all executive perquisites.

•	One year of additional service for determining the executives’ non-qualified retirement benefits.

•	Severance of two times salary and target bonus for the CEO, and one and one-half times salary and target bonus for the other Names Executive Officers, as well as a pro-rata award bonus payment, to the extent such awards are ultimately earned based on the company's performance;

•	Two years of continued participation in our employee health and welfare benefit plans for our CEO, and one and one-half years of continued participation for the other Named Executive Officers (excluding perquisites and any qualified or non-qualified pension or 401(k) plans);

•	Lapse of the restrictions on outstanding restricted shares;

•	Vesting of all outstanding unvested options, which shall remain exercisable for three months;

•	Pro-rata vesting of all outstanding RSUs and performance shares (to the extent such awards are earned); and

•	Professional outplacement services for up to two years.

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•	Chief Executive Officer: shares equal to five times salary;

•	Executives directly reporting to the Chief Executive Officer: shares equal to three times salary; and

•	Executives eligible to receive performance shares: shares equal to 1.5 times salary.

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•	Engaging, directly or indirectly, in any activity in competition with us, in any product, service or business activity for which the executive had any direct responsibility or direct involvement during the two previous years;

•	Soliciting one of our employees to terminate his or her employment with us;

•	Unauthorized disclosure of confidential, proprietary or trade secret information obtained during employment with us;

•	Failure to promptly disclose and assign any interest in any invention or idea conceived during the executive’s employment and related to any of our actual or anticipated business, research or development work; and

•	Any activity that results in a termination for cause, including gross neglect and any act of dishonesty constituting a felony.

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1

For 2011, this column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for performance shares and RSUs awarded to the Named Executive Officers in 2011. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For the performance shares, beginning in 2011 such amounts are calculated based on the probable outcome of the relevant performance conditions as of the grant date using a Monte Carlo simulation model. For more information regarding 2011 awards, including the assumptions used in calculating the fair value of performance shares, see the “2011 Grants of Plan-Based Awards Table” below. The maximum number of performance shares that may be earned is also reflected below under the “2011 Grants of Plan-Based Awards Table,” the grant date fair value of which would be: for Mr. Swidarski, $3,466,950; for Mr. Richardson, $717,300; for Mr. Ducey, $717,300; for Mr. Mayes, $518,050; and for Mr. Chen, $359,370 (although due to Mr. Chen’s retirement, he is no longer eligible for payout of these performance shares). The specific terms of the performance shares and RSUs are discussed in more detail in “Compensation Discussion and Analysis.” These amounts reflect the grant date fair value for these awards, and do not necessarily correspond to the actual value that will be realized by the Named Executive Officers.

2

For 2011, this column represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, for options awarded to the Named Executive Officers in 2011. For more information regarding 2011 grants, see the “2011 Grants of Plan-Based Awards Table” below. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the fair value of these stock options can be found under Note 3 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2011. The specific terms of the stock options are discussed in more detail above under “Compensation Discussion and Analysis.” These amounts reflect the grant date fair value for these awards, and do not necessarily correspond to the actual value that will be realized by the Named Executive Officers.

3	For 2011, this column reflects amounts earned by the Named Executive Officers under our Cash Bonus Plan for the 2011 fiscal year, but that were not actually paid out until February 2012. For a more detailed description of the related performance measures for the Cash Bonus Plan, see above under “Compensation Discussion and Analysis.”

4

For 2011, these amounts shown are the difference between the value of pension benefits earned as of December 31, 2011 based on a 5.04% discount rate and the RP-2000 Combined Healthy Mortality Table with mortality improvement to December 31, 2011 based on Scale AA and the value of pension benefits earned as of December 31, 2010 based on a 5.83% discount rate and the RP-2000 Combined Healthy Mortality Table with mortality improvement to December 31, 2010 based on Scale AA. Further, the values were determined assuming the probability is nil that the Named Executive

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5

For 2011, the amounts reported for “All Other Compensation” consist of amounts provided to the Named Executive Officers as outlined in the table below, with respect to (a) the use of an automobile or cash in lieu thereof (for Mr. Chen, this amount includes the cost of a driver), (b) club memberships for Mr. Swidarski, (c) the dollar value of insurance premiums paid by us for the benefit of the executive, (d) amounts contributed for the executive by us under our 401(k) plan and any non-qualified defined contribution plan, including taxes attributable to such non-qualified defined contribution plan, for which the executive is a participant, (e) financial planning services/tax assistance, (f) dividend equivalents paid on unvested RSUs, and (g) other. For the Named Executive Officers, excluding Mr. Chen, the amount in column (g) reflects the approximate value of an annual physical exam provided to our executives and other miscellaneous expenses. For Mr. Richardson, the amount in column (g) also reflects relocation-related expenses totaling $25,532 for his move from Wisconsin to Northeast Ohio following his appointment. For Mr. Chen, the amount in column (g) includes the following expatriate cost of living allowances for the location of his residence in Shanghai, China: a housing allowance in the amount of $111,000; a goods and services allowance in the amount of $37,000; pension payments in the amount of $55,401; and tax payments of $268,895.

1

These columns present information about the potential payout under our Cash Bonus Plan for fiscal year 2011. The actual amount paid in February 2012 is reflected above in the “2011 Summary Compensation Table” under the column “Non-Equity Incentive Plan Compensation.” For a more detailed description of the related performance measures for our Cash Bonus Plan, see above under “Compensation Discussion and Analysis.”

2

These columns present information about performance shares awarded during 2011 pursuant to the 1991 Plan. The performance measures will be calculated over the three-year period beginning on January 1, 2011 and ending on December 31, 2013. No amount is payable unless the threshold performance is exceeded. The maximum award amount, which can be up to 200% of the target amount, will be earned only if we achieve maximum performance. For a more detailed description of the performance shares and the related performance measures, see above under “Compensation Discussion and Analysis.”

3	This column presents information about RSUs awarded during 2011 pursuant to the 1991 Plan. For a more detailed description of the RSUs, see above under “Compensation Discussion and Analysis.”

4	All stock option grants were new and not granted in connection with an option re-pricing transaction, and the terms of the stock options were not

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5

For performance shares, the fair value of $39.85 as of the grant date was calculated using a Monte Carlo simulation model, and such values reflect the total amount that we would expect to expense in our financial statements over the awards' three-year performance period, based on the probable outcome of the performance conditions, excluding the effect of estimated forfeitures, in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value of these performance shares were as follows: (a) an expected performance period of three years; (b) a risk-free interest rate of 1.26%, which is the interest rate for a zero-coupon U.S. government bond, with a maturity of three years; (c) volatility of 35.3%, calculated using the daily ending stock price for the equivalent period to the expected term prior to grant date; and (d) a dividend yield of 3.41% as of the grant date. For RSUs, the fair value is calculated using the closing market price of the shares on the grant date of $33.75 for Mr. Swidarski and $32.67 for Messrs. Richardson, Ducey, Mayes and Chen, and such values reflect the total amount that we would expect to expense in our financial statements over the awards' three-year vesting period. For stock options, the fair value was calculated using the Black-Scholes value on the grant date of $11.28 for Mr. Swidarski and $10.89 for Messrs. Richardson, Ducey, Mayes and Chen, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value of these stock options can be found under Note 3 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2011.

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1

With the exception of Mr. Swidarski’s December 12, 2005 award of 150,000 stock options, all of the stock options outstanding at 2011 fiscal year-end vest ratably over a four-year period beginning on the first anniversary of the date of grant. Mr. Swidarski’s award of 150,000 stock options has a seven-year cliff vest; however, pursuant to the terms of the option grants, one-half of this award vested on August 7, 2007, when our stock price reached $50 per share for 20 consecutive trading days. The remainder of this award may vest early if our stock price reaches $60 per share for 20 consecutive trading days.

2

This column reflects unvested RSUs and restricted shares granted to the Named Executive Officers that had not yet vested as of December 31, 2011. Included in this column are special grants of RSUs awarded to Messrs. Ducey, Mayes and Chen on February 20, 2006 of 9,000 RSUs, 9,000 RSUs, and 1,500 RSUs, respectively, with a seven-year cliff vest; however, pursuant to the terms of the RSU grants, one-half of these awards vested on August 7, 2007, when our stock price reached $50 per share for 20 consecutive trading days. The remainder of these special grants may vest early if our stock price reaches $60 per share for 20 consecutive trading days. Also included in this column is a special grant of RSUs awarded to Mr. Swidarski on February 14, 2007 of 40,000 RSUs with a seven-year cliff vest; however, pursuant to the terms of the RSU grant one-half of this award may vest early if our stock price reaches $62 per share for 20 consecutive trading days and the remainder may vest early if our stock price reaches $75 per share for 20 consecutive trading days. The remaining RSUs and restricted shares included in this column have a three-year cliff vest.

3	The market value was calculated using the closing price of our common shares of $30.07 as of December 30, 2011.

4

This column reflects the probable outcome, as of December 31, 2011, of performance shares granted to the Named Executive Officer for the performance periods 2009 to 2011, 2010 to 2012 and 2011 to 2013. For the 2009 to 2011 performance period, the current performance, as of December 31, 2011, was between threshold and target and, as such, pursuant to SEC rules, this column reflects the target payout. For the 2010 to 2012 performance period, the current performance, as of December 31, 2011, was between threshold and target and, as such, pursuant to SEC rules, this column reflects the target payout. For the 2011 to 2013 performance period, the current performance, as of December 31, 2011, was between target and maximum and, as such, pursuant to SEC rules, this column reflects the maximum payout.

1

The value realized is calculated for RSUs, restricted shares and performance shares by multiplying the number of shares of stock or units, as applicable, by the market value of the underlying securities on the vesting date. In 2011, Mr. Chen received RSUs that vested on February 13, 2011, with a closing price of our common shares on that date of $32.80 and Mr. Swidarski, Mr. Ducey, Mr. Mayes and Mr. Chen received a payout of performance shares on February 14, 2011, for the 2008 – 2010 performance period, with a closing price of our common shares on that date of $33.75. The number of shares actually received upon vesting may be less than the number shown, due to shares being withheld for the payment of applicable taxes.

1	The values are determined based on a 5.04% discount rate and the RP-2000 Combined Healthy Mortality Table with projected mortality improvement to December 31, 2011 based on Scale AA and are calculated assuming that the probability is nil that a Named Executive Officer terminates, dies, retires or becomes disabled before normal retirement date.

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•	0.8% of final average compensation up to the Covered Compensation level, plus

•	1.25% of final average compensation in excess of the Covered Compensation level,

•	which sum is multiplied by years of service (subject to a maximum of 30 years).

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•	An interest rate of 5.04%, the FASB ASC 715 discount rate as of December 31, 2011;

•	The RP-2000 Combined Healthy Mortality Tables for males and females projected with mortality improvement to December 31, 2011 using Scale AA;

•	A probability of 100% that benefits are paid as annuities; and

•	No probability of termination, retirement, death, or disability before normal retirement age.

1	This amount is included for Mr. Richardson for 2010 in the "Non-Equity Incentive Plan Compensation" column of the "2011 Summary Compensation Table" for his 2010 Annual Cash Bonus paid and deferred in 2011.

2	This amount represents aggregate earnings (or losses) on cash deferrals, as well as dividends on deferred common shares. This amount is not reflected above in the “2011 Summary Compensation Table” as it is not considered preferential or above-market earnings on deferred compensation.

3

This column reflects the balance of all cash deferrals, including dividends on deferred common shares, and the aggregate earnings (or losses) in 2011 on such cash deferrals. As of December 31, 2011, the aggregate balance of all cash deferrals for Mr. Richardson was $647,468, and for Mr. Ducey was $6,985. This column also reflects the value of common shares deferred by Mr. Ducey calculated using the closing price of the shares of $30.07 as of December 30, 2011. The aggregate number of common shares deferred by Mr. Ducey and reflected in this column was 1,180 shares, with a value as of December 30, 2011, of $35,483. No portion of these amounts are reflected in the “All Other Compensation” column of the “2011 Summary Compensation Table” and no portion of these amounts were previously reported in our Summary Compensation Tables in prior years’ proxy statements.

1	These amounts are included in the "Salary" column of the "2011 Summary Compensation Table."

2	These amounts are included in the “All Other Compensation” column of the “2011 Summary Compensation Table” and include amounts contributed in 2011 for the 2011 plan year under the 401(k) Restoration SERP, as well as amounts contributed in 2012 for the 2011 plan year under the 401(k) SERP.

3	These amounts represent aggregate earnings (or losses) on executive and registrant contributions. These amounts are not reflected in the “2011 Summary Compensation Table,” as they are not considered preferential or above-market earnings on deferred compensation.

4	This column reflects the balance of all contributions and the aggregate earnings (or losses) on such contributions. No portion of this amount is reflected in the “All Other Compensation” column or the “Salary” column of the “2011 Summary Compensation Table” except current-year Registrant Contributions

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•	A material reduction in the amount of the executive's then current base salary or target bonus;

•	We require the executive to change his or her principal location of work to any location which is in excess of 50 miles from his or her previous location of work;

•	Our failure to obtain in writing the obligation to perform or be bound by the terms of the Senior Leadership Severance Plan by any successor company or any purchaser of all or substantially all of our assets; or

•	Any other action or inaction by us that constitutes a material breach of the terms and conditions of the Senior Leadership Severance Plan.

•	A lump sum payment equal to one and one-half times base salary in effect on the date of termination and target bonus opportunity under our Cash Bonus Plan in the year of termination (for Mr. Swidarski, two times base salary

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•	A pro-rata award under our Cash Bonus Plan, based upon the time employed in the year of termination, to the extent such awards are otherwise earned, payable when such awards are generally paid to others;

•	Continued participation in all of our employee health and welfare benefit plans for a period of one and one-half years (for Mr. Swidarski, two years), or the date he or she receives equivalent coverage from a subsequent employer), excluding perquisites and any qualified or non-qualified pension or 401(k) plans;

•	Lapse of the restrictions on outstanding restricted shares;

•	All outstanding unvested options immediately vest and remain exercisable for a period of three months following the date of termination (pursuant to Mr. Swidarski's employment agreement, his options remain exercisable for the entire option period);

•	All outstanding RSUs vest pro-rata based upon the time employed in the year of termination relative to the deferral period of the RSUs;

•	Pro-rata performance share earnouts, based upon the time employed in the year of termination relative to the performance period, to the extent such awards are earned, payable when such awards are generally paid to others;

•	A Qualified Retirement Plan benefit using the plan provisions as described in “2011 Pension Benefits” above; and

•	Professional outplacement services for up to two years.

•	All outstanding unvested options awarded prior to 2007 immediately vest;

•	All outstanding unvested options awarded after 2006 immediately vest if the Named Executive Officer had attained the age of 65 and completed five or more years of continuous employment;

•	All outstanding RSUs awarded prior to 2007 immediately vest and become nonforfeitable;

•	All outstanding RSUs awarded after 2006 immediately vest and become nonforfeitable if the Named Executive Officer had attained the age of 65 and completed five or more years of continuous employment;

•	All outstanding RSUs awarded after 2006 vest pro-rata based upon the time employed in the year of termination relative to the deferral period of the RSUs, if the sum of the Named Executive Officer’s age and years of continuous employment equals or exceeds 70; and

•	Pro-rata performance share earnouts, as described above.

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•	Base salary through the end of the month in which death occurs; and

•	A pro-rata award under our Annual Cash Bonus Plan, as described above.

•	Disability benefits in accordance with the long-term disability program in effect for our senior executives, which in no event will provide him with less than 60% of his base salary to age 65;

•	Base salary through the end of the month in which disability benefits commence;

•	A pro-rata award under our Annual Cash Bonus Plan, as described above; and

•	Continued participation in our employee health and welfare benefit plans for a period of 36 months, excluding perquisites and any qualified or non-qualified pension or 401(k) plans.

•	Lapse of all restrictions on outstanding restricted shares awarded prior to September 2009;

•	All outstanding unvested options awarded prior to September 2009 immediately vest;

•	All outstanding RSUs awarded prior to September 2009 immediately vest and become nonforfeitable; and

•	All performance shares awarded prior to September 2009 are deemed to have been earned in full (at target) and

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•	A lump sum payment equal to two times base salary (for Mr. Swidarski, three times base salary), as in effect on the date of termination; and

•

Continued participation in all of our employee retirement income, health and welfare benefit plans, including executive perquisites (or substantially similar plans) for a period of 12 months, excluding any equity compensation plans, with such benefits period being considered service for purposes of service credits under any of our qualified or non-qualified retirement plans (except that the continued service credit under any qualified plan shall be paid for by us).

•	We are merged, consolidated or reorganized with another company, and as a result, less than a majority of the combined voting power of the then-outstanding securities is held by our shareholders of record immediately prior to such transaction;

•	We sell or otherwise transfer all or substantially all of our assets, and as a result, less than a majority of the combined voting power of the then-outstanding securities is held by our shareholders of record immediately prior to such transaction;

•	There is a report filed with the SEC disclosing that any person or entity has become the beneficial owner of 20% or more of the combined voting power of our then-outstanding securities (except that for equity compensation agreements entered into after September 2009, the applicable beneficial ownership threshold is 30%);

•	We file a current report or proxy statement with the SEC disclosing that a change in control has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or

•	If, during any period of two consecutive years, directors at the beginning of such period cease to constitute at least a majority of the board, unless the election or nomination for election of each director first elected during the period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

•	Failure to elect, re-elect or otherwise maintain the executive in the offices or positions held prior to the change-in-control;

•	A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position held by the executive, or a reduction in his aggregate compensation or employee benefit plans;

•	A good faith determination by the executive that the change-in-control has rendered him or her substantially unable to carry out or has substantially hindered his or her ability to perform any of the authorities, powers, functions, responsibilities or duties attached to the position he or she held prior to the change-in-control;

•	We liquidate, dissolve, merge, consolidate or reorganize or transfer all or a significant portion of our business or assets, unless the successor has assumed all duties and obligations of the change-in-control agreements; or

•	We relocate and require the executive to change his or her principal location of work to any location which is in excess of 25 miles from his or her previous location of work, or requires the executive to travel significantly more than was previously required.

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•	A Qualified Retirement Plan benefit determined using the plan provisions as described in “2011 Pension Benefits” above plus an additional year of service and pay (base plus target bonus) in the benefit determination;

•	A Pension SERP benefit based on the formula applicable for normal retirement including an additional 12 months of service and pay (base plus target bonus);

•	A Pension Restoration SERP benefit based upon the formula applicable for normal retirement including an additional 12 months of service and pay (base plus target bonus);

•	A Qualified 401(k) Plan benefit determined using the plan provisions as described in “Retirement” above plus an additional year of service and pay (base plus target bonus) in the benefit determination based upon the 401(k) Plan formula effective for 2012;

•	A 401(k) Restoration SERP benefit with the extra year of service based upon the 401(k) Plan formula effective for 2012; and

•	A 401(k) SERP benefit including an additional 12 months of service and pay (base plus target bonus).

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1	Assuming actual payout of performance shares at target.

2	The assumptions used to calculate the value of the Qualified Retirement Plan, Pension SERP and Pension Restoration SERP benefits are consistent with those used to calculate the values above under “2011 Pension Benefits.” Further, the Named Executive Officers are assumed to have terminated employment on December 31, 2011

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3	“Other Benefits” includes, as applicable, the total value of any other contributions by us on behalf of the Named Executive Officer for retirement income, health and welfare benefit plans, including executive perquisites and expatriate benefits, which the Named Executive Officer was eligible to receive as of December 31, 2011.

4

Upon a change in control of the company, the executive may be subject to certain excise taxes pursuant to Section 280G of the Internal Revenue Code. We have agreed to reimburse the executive for all excise taxes that are imposed on the executive under Section 280G and any income or other taxes that are payable by the executive as a result of any reimbursements for Section 280G taxes. The calculation of the 280G gross-up amount is based upon a 280G excise tax rate of 20%. For purposes of the 280G calculation, it is assumed that no amounts will be discounted as attributable to reasonable compensation and no value will be attributed to the executive executing a non-competition agreement.

5	Distribution of the amounts reflected for deferred compensation remains subject to the deferral elections made by the executive, as discussed above under “Non-Qualified Deferred Compensation Plans.”

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1	“Audit Fees” consist of fees billed for professional services rendered for the audit of our annual financial statements and the review of the interim financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings.

2	“Audit-Related Fees” consist of fees billed related to the remediation of our internal financial controls and our global FCPA review.

3	“Tax Fees” consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning, both domestic and international. These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.

4	“All Other Fees” consist of fees billed for those services not captured in the audit, audit-related and tax categories. We generally do not request such services from our independent registered accounting firm.

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