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the Company during 2014 was compatible with their

independence.

In performing all of these functions the Audit

Committee acts in an oversight capacity. The Audit

Committee reviews the Company’s quarterly and

annual reports on Form 10-Q and Form 10-K prior to

filing with the SEC. In its oversight role the Audit

Committee relies on the work and assurances of the

Company’s management, which has the primary

responsibility for establishing and maintaining

adequate internal control over financial reporting and

for preparing the financial statements and other

reports, and of KPMG, who is engaged to audit and

report on the consolidated financial statements of the

Company and the effectiveness of the Company’s

internal control over financial reporting.

In reliance on these reviews and discussions, and the

reports of KPMG, the Audit Committee has

recommended to the Board of Directors, and the

Board has approved the audited financial statements

to be included in the Company’s Annual report on

Form 10-K for the year ended December 31, 2014, for

filing with the SEC.

For additional information, see the “The Audit

Committee” section on page 22.

Audit Committee

Douglas W. Johnson, Chairman

W. Paul Bowers

Charles B. Knapp

Melvin T. Stith

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (Proposal 3)

In February 2015, the Audit Committee voted to appoint KPMG LLP, an independent registered public accounting

firm, to perform the annual audit of the Company’s consolidated financial statements for the fiscal year 2015, subject

to ratification by the shareholders.

Representatives of KPMG LLP are expected to be present at the 2015 Annual Meeting of Shareholders with the

opportunity to make a statement if they so desire. Such representatives are expected to be available to respond to

appropriate questions.

The aggregate fees for professional services rendered to the Company by KPMG LLP for the years ended December

31, were as follows:

2014

2013

5,362,281

$

5,711,089

$

160,244

161,387

1,863

1,832

All other

268,312

-

5,792,700

$

5,874,308

$

Total fees:

Audit fees — Audit of the Company’s consolidated financial

statements for the years ended December 31 *

Tax fees

Audit-related fees **

* Includes $445,342 and $475,998, respectively, for the 2014 and 2013 audits of the Japan branch regulatory financial

statements.

** Includes fees relating to audits of the Company’s benefit plans and SSAE 16 attestation reports ($160,244 and $161,387 in

2014 and 2013, respectively).

*** Fees primarily relate to non-audit services associated with transformation initiatives and claims payment processes.

The Audit Committee of the Board of Directors has considered whether the provision of the non-audit professional

services is compatible with maintaining KPMG LLP’s independence and has concluded that it is. The Audit

Committee pre-approves all audit and non-audit services provided by KPMG LLP

in accordance with SEC rules,

subject to the

de minimis

exceptions for non-audit services.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

RATIFICATION OF THE SELECTION OF KPMG LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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