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OCC Board Committee Charters

The Board currently has five committees: the Audit Committee, the Compensation and Performance Committee, the Governance and Nominating Committee, the Risk Committee and the Technology Committee.

The Audit Committee

The Board has established an Audit Committee to assist the Board in overseeing OCC's financial reporting process, OCC's system of internal control, OCC's auditing process, OCC's process for monitoring compliance with applicable laws and regulation, and OCC's compliance and legal risks. The purpose of the Audit Committee is also to advise management regarding these aspects of OCC's operation. The Audit Committee Charter is reviewed annually with any changes subject to Board approval.

The Compensation and Performance Committee

The Board has established a Compensation and Performance Committee to assist the Board in overseeing general business, regulatory capital, investment, corporate planning, compensation and human capital risks as well as executive management succession planning and performance assessment, including recommending to the Board for approval the annual compensation awards of the Executive Chairman and Chief Executive Officer, the Chief Administrative Officer and Chief Operating Officer. The purpose of the Compensation and Performance Committee is also to advise management regarding these aspects of OCC's operation. The Compensation and Performance Committee Charter is reviewed annually with any changes subject to Board approval.

The Governance and Nominating Committee

The Board has established a Governance and Nominating Committee to assist the Board in overseeing OCC's corporate governance processes, including assessing that OCC's governance arrangements are clear and transparent, establishing the qualifications necessary for Board service to ensure that the Board is able to discharge its duties and responsibilities, identifying and recommending to the Board candidates eligible for service as Public Directors and Member Directors, and resolving certain conflicts of interests. The purpose of the Governance and Nominating Committee is also to advise management regarding these aspects of OCC's operation. The Governance and Nominating Committee Charter is reviewed annually with any changes subject to Board approval.

The Risk Committee

The Board has established a Risk Committee (the "Committee") to assist the Board in overseeing OCC's financial, collateral, risk model and third party risk management processes. The purpose of the Committee is also to advise management regarding these aspects of OCC's operation. Additionally, the Committee is responsible for performing those functions delegated to the Committee under OCC's By-Laws and Rules. The Risk Committee Charter is reviewed annually with any changes subject to Board approval.

The Technology Committee

The Board has established a Technology Committee to assist the Board in overseeing OCC's information technology ("IT") strategy and other company-wide operational capabilities. The purpose of the Technology Committee is also to advise management regarding these aspects of OCC's operation. The Technology Committee Charter is reviewed annually with any changes subject to Board approval.