Audit and Ethics

The Audit and Ethics Committee's primary function is to assist the Board of Directors in fulfilling its responsibilities to oversee: (i) the integrity of the Company's financial statements and the financial and other information reporting processes of the Company; (ii) the Company's compliance with legal and regulatory requirements; (iii) the independent auditor's selection, qualifications, performance and independence; (iv) the Company's internal audit function and the performance thereof, and the Company's system of internal controls; (v) the Company's Code of Business Ethics; and (vi) the Company's audit, ethics and accounting processes generally.

Chair

Martin R. Melone Retired Partner Ernst & Young LLP

Other Committee Members

Robert T. Parry Retired President and Chief Executive Officer Federal Reserve Bank of San Francisco Keith P. Russell President and Chief Executive Officer Russell Financial, Inc.