Audit Committee
The current members of the Audit Committee, all of whom are independent directors as defined by the New York Stock Exchange, are:

• Michael W. Brown, Chairman
• Michael J. Zimmerman, Deputy Chairman
• Lisa Carnoy
• Daniel J. Ludeman Sr.
• Maura A. Markus

The duties of the Audit Committee include:

• Recommending to the board of directors a public accounting firm to be placed in nomination for stockholder ratification as our independent auditors and compensating and terminating the independent auditors as deemed necessary;
• Meeting periodically with our independent auditors and financial management to review the scope of the proposed audit for the then-current year, the proposed audit fees, and the audit procedures to be utilized, reviewing the audit and eliciting the judgment of the independent auditors regarding the quality of the accounting principles applied to our financial statements; and
• Evaluating on an annual basis the qualification, performance and independence of the independent auditors, based on the committee's review of the independent auditors' report and the performance of the independent auditors throughout the year.

Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The "audit committee financial expert" designated by our board of directors is Mr. Brown.

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Compensation Committee
The current members of the Compensation Committee, all of whom are independent directors as defined by the New York Stock Exchange, are:

• David A. Peacock, Chairman
• Adam T. Berlew
• Robert E. Grady

The duties of the Compensation Committee include:

• Reviewing and recommending to our board of directors the salaries of all of our executive officers;
• Reviewing market data to assess our competitive position for the components of our executive compensation; and
• Making recommendations to our board of directors regarding the adoption, amendment and rescission of employee benefit plans.

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Corporate Governance & Nominations Committee
The current members of the Corporate Governance & Nominations Committee, all of whom are independent directors as defined by the New York Stock Exchange, are:

• Maura A. Markus, Chairman
• Robert E. Grady
• David A. Peacock

The duties of the Corporate Governance & Nominations Committee include:

• Overseeing Board and Board Committee organization, membership, and structure;
• Leading Board and Board Committee self-evaluation;
• Overseeing the Corporation’s executive and corporate structure and recommending improvements to its effectiveness;
• Searching for individuals qualified to become members of our Board and selecting director nominees to be presented for election at the Annual Meeting of Shareholders and considering nominees for directors recommended by our shareholders;
• Reviewing the Company’s charitable strategy, Company political contributions and lobbying policies, Company conservation and environmental policies, and Company efforts to sustain the economic development of the communities in which it operates; and
• Fostering the Company’s efforts to encourage diversity and respect for diversity among the Corporation’s associates, including its leadership, considering gender diversity, racial diversity, ethnic diversity and other diversity of background and identification.

In accordance with the committee's charter and our corporate governance guidelines, the Risk Management/Corporate Governance Committee considers nominees recommended by stockholders and reviews the qualifications and contributions of the directors standing for election each year.

Any stockholder wishing to nominate a candidate for director at a stockholders' meeting must provide advance notice, and must furnish certain information about the proposed nominee, including name, contact information, background, experience and other pertinent information on the proposed candidate.

In identifying and evaluating nominees for director, the committee considers, among other things, each candidate's strength of character, judgment, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a need on the board of directors.

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Risk Management Committee
The current members of the Risk Management Committee, all of whom are independent directors as defined by the New York Stock Exchange, are:

• Robert E. Grady, Chairman
• Adam T. Berlew
• Maryam Brown
• Lisa Carnoy
• Daniel J. Ludeman Sr.

The duties of the Risk Management Committee include:

• Regularly reviewing our aggregate risk exposures and risk management processes with management, including our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and Chief Compliance Officer;
• Overseeing the Company’s Enterprise Risk Management program and the Company’s responsiveness to and discussions and compliance with the Federal Reserve Bank of St. Louis and other regulators’ input, reviews and rules;
• Considering the wide range of risks the Company confronts, including market risk, credit risk, technological and operational risk, liquidity and funding risk, compliance and legal risk, reputational risk, risks arising from actual or potential conflicts of interest, and strategic risk; and
• Reviewing newly developing Company risks and the Company’s efforts to address these developments.