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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under sec.240.14a-12

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

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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 price 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:

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Fee paid previously with preliminary materials:

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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.:

(3)

Filing Party:

(4)

Date Filed:

The Proxy Statement, Annual Report and other proxy materials are available at:

http://www.proxyvoting.com/wab

(1)

Election of the following three persons to serve as directors for a three-year period expiring at the 2015 Annual Meeting of Stockholders:

01 Brian P. Hehir

02 Michael W. D. Howell

03 Nickolas W. Vande Steeg

and the election of the following person to serve as director for a two-year period expiring at the 2014 Annual Meeting of Stockholders:            04 Gary C. Valade

(2)    

Approval of advisory (non-binding) resolution relating to the approval of 2011 named executive officer compensation.

(3)    

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2012 fiscal year.

The Board of Directors has fixed the close of business on March 20, 2012 as the record date (the “Record Date”) for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

  YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN  

VOTE YOUR PROXY ELECTRONICALLY.

the Company’s 2012 Proxy Statement (including all attachments thereto);

the Proxy Card;

the Company’s Annual Report for the year ended December 31, 2011 (which is not deemed to be part of the official proxy soliciting materials); and

any amendments to the foregoing materials that are required to be furnished to stockholders.