¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

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1.	To elect three directors named in the accompanying proxy statement to serve until the 2018 annual meeting of shareholders;

2.	To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015;

3.	To approve (on an advisory basis) the compensation of our named executive officers; and

4.	To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

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•	Use the Internet. Visit the website listed on your proxy card or voting instruction card.

•	Call by Telephone. Call the telephone number on your proxy card or voting instruction card.

•	Send by Mail. Sign, date and return your proxy card or voting instruction card in the enclosed envelope.

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•	Six independent directors out of nine directors and fully independent Board committees;

•	Robust stock ownership guidelines and ownership among executive officers and directors;

•	Hedging, pledging and clawback policies;

•	Annual Board and committee performance evaluations;

•	Robust governance policies; and

•	Shareholder engagement by Chair of Nominating and Corporate Governance Committee, as appropriate.

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•	the election of three directors named in this proxy statement to serve until the 2018 annual meeting of shareholders;

•	the ratification of the appointment of KPMG LLP (“KPMG”) as the Company's independent registered public accounting firm for the year ending December 31, 2015; and

•	the approval (on an advisory basis) of the compensation of our named executive officers.

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Proposal 1 -	FOR each director nominee listed in this proxy statement.

Proposal 2 -	FOR the ratification of KPMG's appointment as the Company's independent registered public accounting firm for 2015.

Proposal 3 -	FOR the advisory approval of the compensation of our named executive officers.

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*	less than 1%

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(1)

The Company has relied upon information supplied by certain beneficial owners and upon information contained in filings with the SEC. Except as set forth in note 3 regarding TRG units subject to issuance under the option deferral agreement, the share figures assume that all TRG units issued upon the exercise of options (“options”) granted under the 1992 Option Plan or the 2008 Omnibus Plan will be immediately exchanged for an equal number of shares of common stock in accordance with the Company's exchange offer (the “Continuing Offer”) to holders of options and certain partners in TRG. Share figures shown also assume that outstanding TRG units are not exchanged for common stock under the Continuing Offer (to avoid duplication, as a corresponding number of shares of Series B Preferred Stock are owned by each holder of TRG units) and that outstanding shares of Series B Preferred Stock are not converted into common stock (which is permitted, under specified circumstances, at the ratio of one share of common stock for each 14,000 shares of Series B Preferred Stock, with any resulting fractional shares redeemed for cash). As of March 30, 2015, there were 87,351,963 beneficially owned shares of Voting Stock outstanding, consisting of 62,307,024 shares of common stock and 25,044,939 shares of Series B Preferred Stock.

(2)	See note 3 below for a description of Robert Taubman's option deferral agreement.

(3)

Consists of (A) 21,385 shares of Series B Preferred Stock that Robert Taubman owns, 1,338,496 shares of Series B Preferred Stock owned by R & W-TRG LLC (“R&W”), a company owned by Robert Taubman and his brother, William Taubman (shared voting and dispositive power), 22,311,442 shares of Series B Preferred Stock owned by Taubman Ventures Group LLC (“TVG”) (shared voting and dispositive power), 1,431 shares of Series B Preferred Stock owned by Ridge Road Properties LLC ("Ridge Road") (shared voting and dispositive power) and 871,262 shares of Series B Preferred Stock subject to issuance under an option deferral agreement (See “Nonqualified Deferred Compensation in 2014” for a description of such agreement) (in the aggregate, 94.7%% of the Series B Preferred Stock) and (B) 111,065 shares of common stock that Robert Taubman owns, 307,416 shares of common stock that Robert Taubman has the right to receive upon the exercise and conversion of options that have vested or will vest within 60 days of the record date, 224,000 shares of common stock owned by his wife, 25,795 shares of common stock owned in UTMA accounts for the benefit of his children, 711,504 shares of common stock owned by R&W (shared voting and dispositive power) and 186,837 shares of common stock owned by TVG (shared voting and dispositive power) (in the aggregate, 2.5% of the common stock).

(4)	36,095 shares of common stock owned are pledged as security for a credit facility with Bank of America, N.A. As of March 30, 2015, there was no balance outstanding on the related loan.

(5)

Consists of (A) 21,385 shares of Series B Preferred Stock that William Taubman owns, 1,338,496 shares of Series B Preferred Stock owned by R&W (shared voting and dispositive power), 22,311,442 shares of Series B Preferred Stock owned by TVG (shared voting and dispositive power) and 1,431 shares of Series B Preferred Stock owned by Ridge Road (shared voting and dispositive power) (in the aggregate, 94.5% of the Series B Preferred Stock), and (B) 153,763 shares of common stock that William Taubman owns, 170,731 shares of common stock that William Taubman has the right to receive upon the exercise and conversion of options that have vested or will vest within 60 days of the record date, 47,287 shares of common stock owned in UTMA accounts for the benefit of his children, 711,504 shares of common stock owned by R&W (shared voting and dispositive power) and 186,837 shares of common stock owned by TVG (shared voting and dispositive power) (in the aggregate, 2.0% of the common stock).

(6)

Includes 100 shares of common stock owned by A. Alfred Taubman's revocable trust and 186,837 shares of common stock owned by TVG (shared voting and dispositive power). Also includes 408,495 shares of Series B Preferred Stock owned by A. Alfred Taubman's revocable trust, 22,311,442 shares of Series B Preferred Stock owned by TVG (shared voting and dispositive power), 5,000 shares of Series B Preferred Stock owned by TG Partners and 1,431 shares of Series B Preferred Stock owned by Ridge Road (shared voting and dispositive power) (in the aggregate, 90.7% of the Series B Preferred Stock). To avoid duplication, excludes TRG units of the same amount as Series B Preferred Stock owned by such entities. A. Alfred Taubman, through control of the managing member of TG Partners (through A. Alfred Taubman's revocable trust), has sole authority to vote and (subject to certain limitations) dispose of the shares of Series B Preferred Stock owned by TG Partners, and therefore A. Alfred Taubman may be deemed to be the beneficial owner of all of the shares of Series B Preferred Stock owned by TG Partners. A. Alfred Taubman disclaims beneficial ownership in the Voting Stock and TRG units owned by TVG, TG Partners and Ridge Road beyond his pecuniary interest in those entities.

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(7)

Consists of 21,385 shares of Series B Preferred Stock that Gayle Taubman Kalisman owns, 22,311,442 shares of Series B Preferred Stock owned by TVG (shared voting and dispositive power) and 1,431 shares of Series B Preferred Stock owned by Ridge Road (shared voting and dispositive power) (in the aggregate, 89.2% of the Series B Preferred Stock) and 186,837 shares of common stock owned by TVG (shared voting and dispositive power).

(8)

A. Alfred Taubman, Robert Taubman, William Taubman and Gayle Taubman Kalisman may be deemed to beneficially own 186,837 shares of common stock owned by TVG and 22,311,442 shares of Series B Preferred Stock owned by TVG. To avoid duplication, excludes the TRG units owned by TVG. Each person disclaims beneficial ownership in the Voting Stock and TRG units owned by TVG beyond such person's pecuniary interest in TVG. TVG has pledged 7,000,000 shares of Series B Preferred Stock and 7,000,000 TRG units to Comerica Bank as collateral for a credit facility.

(9)	Pursuant to Schedule 13G/A filed with the SEC on March 11, 2015. Represents 13.0% of the common stock. The Vanguard Group, Inc. has sole power to vote 121,097 shares, shared power to vote 41,200 shares, sole power to dispose 8,035,474 shares, and shared power to dispose 91,797 shares.

(10)	Pursuant to Schedule 13G/A filed with the SEC on January 15, 2015. Represents 9.8% of the common stock. This report includes holdings of various subsidiaries of the holding company. BlackRock, Inc. has sole power to vote 5,882,751 shares and sole power to dispose 6,075,853 shares.

(11)

Pursuant to Schedule 13G/A filed with the SEC on February 17, 2015. Represents 9.5% of the common stock. Cohen & Steers, Inc. (parent) has sole power to vote 3,126,815 shares and sole power to dispose 5,922,606 shares. Of such shares, Cohen & Steers Capital Management, Inc. has sole power to vote 3,126,815 shares and sole power to dispose 5,897,495 shares, and Cohen & Steers UK Limited has sole power to dispose 25,111 shares.

(12)	Pursuant to a Schedule 13G/A filed with the SEC on February 6, 2015. Represents 7.5% of the common stock. Vanguard Specialized Funds-Vanguard REIT Index Fund has sole power to vote 4,700,121 shares.

(13)

Consists of an aggregate of (A) 1,842,603 shares of common stock beneficially owned and 478,147 shares of common stock that such persons have the right to receive upon the exercise and conversion of options that have vested or will vest within 60 days of the record date, and 117,303 shares of common stock subject to issuance under the Non-Employee Directors' Deferred Compensation Plan (in the aggregate, 3.9% of the common stock), and (B) 23,694,139 shares of Series B Preferred Stock beneficially owned and 871,262 shares of Series B Preferred Stock subject to issuance under the option deferral agreement (see note 3 above) (in the aggregate, 94.8% of the Series B Preferred Stock).

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•

Senior Leadership Experience.    Directors with experience in significant leadership positions provide the Company with experience and perspective in analyzing, shaping and overseeing the execution of operational, organizational and policy issues at a senior level. Further, they have a practical understanding of balancing operational needs and risk management. Through their service as top leaders at other organizations, they also have access to important sources of market intelligence, analysis and relationships that benefit the Company.

•

Business Entrepreneurship and Transactional Experience.    Directors who have backgrounds in entrepreneurial businesses and growth transactions can provide insight into developing and implementing strategies for entering into new business segments, partnering in joint ventures, growing via mergers and acquisitions and technology innovation. Further, they have a practical understanding of the importance of “fit” with the Company's culture and strategy, the valuation of transactions and business opportunities, and management's plans for integration with existing operations. The Company's continuing efforts to expand in Asia and utilize technology have benefited from the Board's entrepreneurial and transactional experience.

•

Financial and Accounting Experience.    An understanding of the financial markets, corporate finance, accounting requirements and regulations, and accounting and financial reporting processes allows directors to understand, oversee and advise management with respect to the Company's operating and strategic performance, capital structure, financing and investing activities, financial reporting, and internal control of such activities. The Company also seeks to have a number of directors who qualify as financial experts under SEC rules, and we expect all of our directors to be financially knowledgeable.

•

Real Estate Experience.    An understanding of real estate issues, particularly with respect to regional mall shopping centers, department stores and other key tenants, real estate development and real estate investment companies generally, allows directors to bring critical industry-specific knowledge and experience to the Company. Education and experience in the real estate industry is useful in understanding the Company's development, leasing and management of shopping centers, acquisition and disposition of centers, the Company's strategic vision and the competitive landscape of the industry.

•

Brand Marketing, Social Media and Technology Expertise.    The Company utilizes a retailing approach to the management and leasing of its centers, with a key focus on having a large, diverse selection of retail stores in each center and a constantly changing mix of tenants to address retail trends and new retail concepts. The Company also provides innovative initiatives to heighten the shopping experience and build customer loyalty, including through social media and technology programs. Directors who have brand marketing, social media and technology expertise, as well as knowledge of the fashion industry, can provide expertise and guidance as the Company seeks to maintain and expand brand and product awareness and a positive reputation.

•

Public Company Board Experience.    Directors who serve or have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relations of a board to the CEO and other management personnel, the importance of particular agenda and oversight matters, and oversight of a changing mix of strategic, operational, and compliance-related matters.

•	Global Expertise.    The Company is expanding its platform into China and South Korea, and therefore directors with global expertise can provide a useful business and cultural perspective regarding aspects of our business.

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•	the Board's review and approval of management's annual business plan, including the projected opportunities and challenges facing the business, and review of management's long-term liquidity and strategic plans;

•	the Board's review, on at least a quarterly basis, of business developments, strategic plans and implementation, liquidity and financial results;

•	the Board's oversight of the implementation of an enterprise risk management framework, including its review of specific material risks and risk mitigants and participation in presentations by key employees that manage key operations, internal leadership teams and strategic initiatives;

•	the Board's oversight of succession planning;

•	the Board's oversight of capital spending and financings, as well as mergers, acquisitions and divestitures;

•

the Audit Committee's oversight of the Company's significant financial risk exposures (including credit, liquidity and legal, regulatory and other contingencies), accounting and financial reporting, disclosure control and internal control processes (including internal control over financial reporting, and the Audit Committee's discussions with management, the independent accountants and internal auditors regarding the quality and adequacy thereof), the internal audit function, and the legal, regulatory and ethical compliance functions (including key compliance policies, such as the Code of Business Conduct and Ethics, Conflict of Interest and Related Person Transactions policies);

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•	the Nominating and Corporate Governance Committee's oversight of Board structure, the Company's governance policies and the self-evaluation assessments conducted by the Board and its committees;

•	the Compensation Committee's review and approvals regarding executive officer compensation and its alignment with the Company's business and strategic plans, and the review of compensation plans generally and the related incentives, risks and risk mitigants; and

•	Board and committee executive sessions consisting of the independent directors, solely among themselves, as well as with management, the internal and outside auditor, compensation consultant and other third parties.

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•	the Compensation Committee's individual consultants receive no incentive or other compensation based on the fees charged to the Company for other services provided by Towers Watson or any of its affiliates, if any;

•	the Compensation Committee's individual consultants are not responsible for selling other Towers Watson or affiliate services to the Company;

•	Towers Watson's professional standards prohibit the Compensation Committee's individual consultants from considering any other relationships that Towers Watson or any of its affiliates may have with the Company in rendering their advice and recommendations;

•	the Compensation Committee has the sole authority to retain and terminate its compensation consultants;

•	the Compensation Committee's individual consultants have direct access to the Compensation Committee without management intervention and may participate in executive sessions with the Compensation Committee; and

•	the Compensation Committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants.

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•	for director nominations:

•	the name and address of the person or persons being nominated;

•	the consent of each nominee to serve as a director if elected and to be named in the proxy statement;

•

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the shareholder and beneficial owner, if any, and their respective affiliates and associates and others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates or others acting in concert therewith, on the other hand;

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•	a description of certain voting or compensatory arrangements;

•	information regarding the nominee to enable the Company to determine whether the proposed nominee qualifies as an independent director and otherwise is in compliance with the Company's policies and guidelines applicable to directors; and

•	such other information regarding each nominated person that would be required in a proxy statement filed pursuant to the SEC's proxy rules in the event of an election contest.

•	for other business, a brief description of such business, the reasons for conducting such business and any material interest in such business; and

•	for a shareholder and beneficial owner(s), if any, on whose behalf the nomination or proposal is being made:

•	the name and address of the shareholder (and beneficial owner, if any);

•	the class and number of shares of the Company's stock that the shareholder (and beneficial owner, if any) owns;

•	information regarding such persons' interest (and the interest of related persons) in the matters being proposed;

•	arrangements between the persons proposing such action;

•	the interests of such persons and related persons in the Company's stock, including disclosure of agreements that involve hedging, short positions and similar arrangements and agreements that involve acquiring, voting, holding or disposing of the Company's stock; and

•	whether such persons intend to solicit proxies in support of the nominee or proposed business.

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•	forward the communication to the director or directors to whom it is addressed; in particular, matters addressed to the Chairman of the Audit Committee will be forwarded unopened directly to such Chairman;

•	attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board or an individual member, e.g. the communication is a request for information about the Company or is a stock-related matter; or

•	not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

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•	Funds from operations (FFO),

•	Growth in comparable center net operating income, excluding lease cancellation income (Comparable Center NOI), and

•	Total shareholder return (TSR).

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•	Net income allocable to common shareholders of $13.47 per diluted common share in 2014, compared to $1.71 per diluted common share in 2013.

•	Adjusted Funds from Operations (FFO) per diluted share of $3.67 in 2014, compared to FFO per diluted share of $3.65 in 2013. (Adjusted FFO per diluted share of $3.67 in 2014 excludes charges related to the October 2014 sale of seven centers to Starwood).

•	Comparable Center NOI (excluding lease cancellation income) in 2014 increased by 2.7% from 2013.

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•	The difference between the grant date accounting value of PSU awards and the market value

•	Actual relative performance as of February 27, 2015 that resulted in 0% vesting of the annual PSUs granted in 2012 and estimated performance as of December 31, 2014 for PSU’s granted in 2012 (Special PSUs) and 2013

•	Relatively low stock price appreciation between the grant dates and December 31, 2014

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*	Mr. Tremblay’s employment agreement was amended in 2014 which included a one-time retention RSU grant that vests pro-ratably over three years. See page 45 for details.

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(1)

The amounts reported consist of (i) the grant-date fair value (excluding the effect of estimated forfeitures) of RSUs and PSUs granted under the 2008 Omnibus Plan and (ii) the incremental fair value from the modification of unvested RSUs and PSUs, granted under the 2008 Omnibus Plan, in connection with the declaration of a special dividend in December 2014 (See “Modification of Unvested and Unexercised Awards” below). The fair value in 2014 for each named executive officer is set forth in the table below.

(2)

The amounts reported consist of the incremental fair value from the modification of outstanding option awards (by reducing the exercise price by the amounts of the special dividend per common share of $4.75) under the 1992 Incentive Option Plan in connection with the declaration of a special dividend in December 2014 (See “Modification of Unvested and Unexercised Awards” below). Valuation assumptions used in determining the incremental fair value of the modified awards in 2014 are included in note 13 of the Company's audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

(3)	The amounts earned in 2014, consisting of payments earned under the 2014 annual bonus program, were approved by the Committee on March 9, 2015. Payment of such bonus occurred on March 13, 2015.

(4)

Amounts for 2014 (excluding Mr. Tremblay) include: $21,060 contributed by the Company to such person's account in the 401(k) Plan. Also included are the following perquisites: Robert Taubman (financial planning); Ms. Payne (financial planning); and William Taubman (financial planning). For Mr. Tremblay, amounts for 2014 include: housing costs and related insurance ($332,627), personal expenses ($190,000), club membership, travel, automobile and related insurance ($8,448), life insurance premium ($6,079), long-term disability benefits ($25,735) and supplemental medical benefits ($30,602). For Mr. Joseph, amounts in 2014 include: relocation expenses ($55,786), and health club membership dues ($1,000).

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(1)	The amounts in this column relate to the 2014 annual bonus program.

(2)	Awards in this column relate to Annual PSUs and the additional PSUs granted as a result of the modification of unvested PSU awards following the declaration of a special dividend in December 2014 (“Modified PSUs”). All awards were made under the 2008 Omnibus Plan.

(3)	All awards in this column relate to RSUs and the additional RSUs granted as a result of the modification of unvested RSU awards following the declaration of a special dividend in December 2014 (“Modified RSUs”). All awards were made under the 2008 Omnibus Plan.

(4)

See Note 1 to the Summary Compensation Table for information regarding the grant-date fair value or incremental fair value of each award. Each RSU awarded on March 5, 2014 had a grant-date fair value of $63.95 and each PSU had a grant-date fair value of $93.07 except for Mr. Tremblay’s RSU that had a grant-date fair value of $66.19. Modified RSUs granted on December 2, 2014 had a grant-date fair value for each unit as follows: $74.68 for RSUs vesting on March 1, 2015, $72.46 for RSUs vesting on March 1, 2016 and $70.20 for RSUs vesting on March 1, 2017 except for Mr. Tremblay’s modified RSU award that had a grant-date fair value of $72.44. Modified PSUs granted on December 2, 2014 had a grant-date fair value for each unit as follows: $1.57 for PSUs vesting on March 1, 2015, $29.21 for PSUs vesting on March 1, 2016 and $96.87 for PSUs vesting on March 1, 2017 and $70.86 for each special PSU vesting March 1, 2017.

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(1)	Reflects the reduction of the per share exercise price by $4.75 as a result of the modification of unexercised stock options following the declaration of a special dividend of $4.75 per common share on December 2, 2014.

(2)	Based upon the closing price of the Company's common stock on the NYSE on December 31, 2014 of $76.42.

(3)	The RSUs vest as follows:

(4)	Assumes the achievement of the maximum performance goal, which would result in (i) a 300% payout of the target PSU grant and (ii) 400% payout of the target Special PSU grant.

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(1)	Represents the vesting of RSUs and PSUs which all vested on March 1, 2014. The value realized for purposes of the table is based upon the number of shares of common stock received upon vesting multiplied by the closing price of the common stock on the NYSE on February 28, 2014. The closing price of the common stock was $70.45.

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(1)	The Company's contributions to the supplemental retirement savings plan ended in 2013.

(2)	None of the earnings set forth in the table are above-market or preferential, and therefore none of such amounts are reflected in the Summary Compensation Table.

(3)	Withdrawals and distributions are not reflected in the Summary Compensation Table. Aggregate distribution includes $4.75/unit special distribution.

(4)	For Messrs. Robert Taubman and William Taubman and Ms. Payne, $71,902, $65,078 and $66,377, respectively, was reported in the Summary Compensation Table since 2006 as compensation, in aggregate, all of which related to the Company's contributions to the supplemental retirement savings plan.

(5)	Represents a gain due to a $12.50 per share increase in the common stock price. The share price increase is with respect to the options previously exercised and the deferral of the underlying TRG units.

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•	accrued and unpaid compensation and benefits; and

•	other vested benefits in effect on the date of the termination.

Ÿ	the amounts noted above for termination for cause; and

•	an annual cash bonus for the year in which the termination of employment occurs, pro-rated through the date of termination.

•	the amounts noted above for termination by reason of death or disability;

•	two and a half times the executive's annual base salary and annual cash bonus;

•	continued welfare benefits and perquisites for at least thirty months; and

•	outplacement services for one year.

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•	Accrued salary, cash bonus (except to the extent specifically noted in Ms. Payne's, Mr. Joseph's and Mr. Tremblay's employment agreements) and paid time off.

•	Costs of COBRA or any other mandated governmental assistance program to former employees.

•	Amounts outstanding under the Company's 401(k) plan.

•

Supplemental Retirement Savings Plan.    If such participant's employment is terminated for any reason, upon the occurrence of specified events (including a change of control of TRG, the dissolution of TRG or the termination (without renewal) of the Manager's services agreement with TRG), or the Company accelerates such payment as of December 31, 2014, then the participant would receive the aggregate balance amount relating to the plan as set forth in the “Nonqualified Deferred Compensation in 2014” table.

•

Robert Taubman's Deferral of TRG Units.    If Mr. Taubman's employment is terminated for any reason as of December 31, 2014, the Deferred TRG units will be paid to Mr. Taubman in ten annual installments. If Mr. Taubman's employment is terminated within six months of a change of control, then the Deferred TRG units will be paid to Mr. Taubman in a single distribution. The aggregate balance amount relating to this deferral arrangement is set forth in the “Nonqualified Deferred Compensation in 2014” table.

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The 1992 Option Plan and 2008 Omnibus Plan provide for the acceleration of vesting of share-based awards upon retirement, death, disability, layoff in connection to a reduction in force or a change of control. In addition, for Ms. Payne, such share-based awards will vest upon a termination by the Company without cause. The closing price of the Company's common stock on December 31, 2014 was $76.42. The table reflects the intrinsic value of such acceleration, which is:

•	for each unvested RSU, $76.42; and

•

for each PSU, in the case of death, disability, layoff in connection to a reduction in force (or retirement, for the Annual PSU grants) or in the case of a change of control and for Ms. Payne upon a termination by the Company without cause, $76.42 multiplied by 1.4 per PSU for the 2014 Annual PSU awards (the estimated multiplier as of December 31, 2014 for such awards). The Annual PSU awards for 2012 had an actual 0x payout that settled in March 2015 and the 2013 Annual PSU and 2012 Special PSU awards had an estimated 0x payout as of December 31, 2014.

•	The Committee has discretion to accelerate the vesting of RSU and PSU awards to the extent not expressly set forth above. The table assumes the Committee does not utilize such discretion.

•	The table does not reflect the intrinsic value of vested options, which is set forth in “Outstanding Equity Awards at December 31, 2014".

•	For a termination following a change of control, the table below assumes such termination is other than for cause, death or disability, or due to the executive resigning for good reason, or upon certain terminations in connection with or in anticipation of a change of control.

•	None of the NEOs are eligible for retirement and therefore termination due to retirement is not included in the table below.

•	Life insurance amounts only reflect policies paid for by the Company.

•	The table assumes a “disability” is of a long-term nature, which triggers vesting of share-based awards. Disability payments are shown on an annual basis.

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(1)	Amount includes the value of continuing health and welfare benefits for 30 months after December 31, 2014 and outplacement services for one year after December 31, 2014.

(2)	Except as specified in “-Items Not Reflected in Table,” such person does not receive any additional payments if (A) he voluntarily terminates his employment, or (B) his employment is terminated by the Company with or without cause.

(3)	Except as specified in “-Items Not Reflected in Table”, such person does not receive any additional payments if (A) he/she voluntarily terminates such employment, or (B) his/her employment is terminated by the Company with cause.

(4)	Except as specified in “-Items Not Reflected in Table”, he does not receive any additional payments if (A) he voluntarily terminates such employment without good reason, or (B) his employment is terminated by the Company with cause.

(5)	For terminations due to disability, the total amounts only include one year of disability benefits. In actuality, such amount will be paid on an annual basis.

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•	the plan for, and the independent registered public accounting firm's report on, each audit of the Company's financial statements;

•	the Company's quarterly and annual financial statements contained in reports filed with the SEC or sent to shareholders;

•	changes in the Company's accounting practices, principles, controls or methodologies, or in its financial statements;

•	significant developments in accounting rules;

•	the adequacy of the Company's internal accounting controls, and accounting, financial and auditing personnel; and

•	the continued independence of the Company's independent registered public accounting firm and the monitoring of any engagement of the independent registered public accounting firm to provide non-audit services.

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(1)	reviewed and discussed the audited consolidated financial statements with management;

(2)	discussed with KPMG, the Company's independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standard No. 16, as amended; and

(3)	received the written disclosures and letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG's communications with the Audit Committee concerning independence, and has discussed with KPMG its independence with respect to the Company.

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•	Shareholders owning their Voting Stock through a broker, bank or other nominee should contact such record holder directly; and

•	Shareholders of record should contact Broadridge Investor Communications Solutions, toll-free at 1-800-542-1061, or may write to: Broadridge Investor Communications Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

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