Cost Plus (CPWM)

Audit Committee

The purpose of our Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements and to assist the Board of Directors in the oversight and monitoring of (i) the integrity of our financial statements, (ii) Cost Plus’ accounting policies and procedures, (iii) our compliance with legal and regulatory requirements, (iv) our independent registered public accounting firm’s qualifications and independence, (v) our disclosure controls and procedures, and (vi) the performance of our internal audit function and our independent registered public accounting firm. In addition, the Audit Committee’s duties and responsibilities include reviewing and pre-approving any audit and non-audit services to be provided by our independent registered public accounting firm, reviewing, approving and monitoring our Code of Ethics for Principal Executive and Senior Financial Officers and establishing procedures for receiving, retaining and treating complaints regarding accounting, internal accounting controls or auditing matters. The report of the Audit Committee for the fiscal year ended January 31, 2009 is included in this proxy statement under the caption “Report of the Audit Committee.” The charter of the Audit Committee can be found in the Investor Information section of our website at www.worldmarket.com/assets/corporate_files/audit_com_charter.pdf.

Our Audit Committee held eight meetings in fiscal 2008. Our Audit Committee consisted of directors Christopher V. Dodds, Joseph H. Coulombe and Kim D. Robbins until June 19, 2008 when Messrs. Roberts and Gurr were appointed to the committee. In addition, Mr. Stevens replaced Ms. Robbins on the committee on March 4, 2009. Directors Coulombe, Dodds, Gurr, Roberts and Stevens are independent within the meaning of

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the rules of the Securities and Exchange Commission and the listing standards of The Nasdaq Stock Market (the “Nasdaq Rules”). Mr. Dodds is currently the Chairman of the Audit Committee and will continue to serve in such capacity until the Annual Meeting. Another director, Kenneth T. Stevens is expected to become Chairman of the Audit Committee immediately following the Annual Meeting. Mr. Dodds has been designated an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission, and the Board has determined that he has the accounting and related financial management expertise to satisfy the requirement that at least one member of the Audit Committee be financially sophisticated within the meaning of the Nasdaq Rules.

Audit Committee

The purpose of our Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements and to assist the Board of Directors in the oversight and monitoring of (i) the integrity of our financial statements, (ii) Cost Plus’s accounting policies and procedures, (iii) our compliance with legal and regulatory requirements, (iv) our independent registered public accounting firm’s qualifications and independence, (v) our disclosure controls and procedures, and (vi) the performance of our internal audit function and our independent registered public accounting firm. In addition, the Audit Committee’s duties and responsibilities include reviewing and pre-approving any audit and non-audit services to be provided by our independent registered public accounting firm, reviewing, approving and monitoring our Code of Ethics for Principal Executive and Senior Financial Officers and establishing procedures for receiving, retaining and treating complaints regarding accounting, internal accounting controls or auditing matters. The report of the Audit Committee for the fiscal year ended February 2, 2008 is included in this proxy statement. The charter of the Audit Committee can be found in the Investor Information section of our website at www.worldmarket.com/assets/corporate_files/audit_com_charter.pdf.

The Audit Committee currently consists of directors Coulombe, Robbins and Dodds and held 10 meetings in fiscal 2007. Directors Coulombe, Dodds and Robbins are independent within the meaning of the rules of the Securities and Exchange Commission and the listing standards of The Nasdaq Stock Market (the “Nasdaq Rules”). Mr. Dodds has been designated an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission, and the Board has determined that he has the accounting and related financial management expertise to satisfy the requirement that at least one member of the Audit Committee be financially sophisticated within the meaning of the Nasdaq Rules. Mr. Dodds is the Chairman of the Audit Committee.

Audit Committee

The purpose of our Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements and to assist the Board of Directors in the oversight and monitoring of (i) the integrity of our financial statements, (ii) Cost Plus’s accounting policies and procedures, (iii) our compliance with legal and regulatory requirements, (iv) our independent registered public accounting firm’s qualifications and independence, (v) our disclosure controls and procedures, and (vi) the performance of our internal audit function and our independent registered public accounting firm. In addition, the Audit Committee’s duties and responsibilities include reviewing and pre-approving any audit and non-audit services to be provided by our independent registered public accounting firm; reviewing, approving and monitoring our Code of Ethics for Principal Executive and Senior Financial Officers; and establishing procedures for receiving, retaining and treating complaints regarding accounting, internal accounting controls or auditing matters. The report of the Audit Committee for the fiscal year ended February 3, 2007 is included in this proxy statement. The charter of the Audit Committee can be found in the Investor Information section of our website at www.worldmarket.com/assets/corporate_files/audit_com_charter.pdf.

During the fiscal year ended February 3, 2007, the Audit Committee of the Board of Directors consisted of directors Coulombe, Robbins and Roberts until May 2006 when Mr. Dodds was appointed to our Board of Directors and was also appointed a member of the Audit Committee, replacing Mr. Roberts. The Audit Committee held seven meetings in fiscal 2006. Directors Coulombe, Dodds and Robbins are independent within the meaning of the rules of the Securities and Exchange Commission and the listing standards of The Nasdaq Stock Market (the “Nasdaq Rules”). Mr. Dodds has been designated an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission, and the Board has determined that he has the accounting and related financial management expertise to satisfy the requirement that at least one member of the Audit Committee be financially sophisticated within the meaning of the Nasdaq Rules. Mr. Coulombe served as the Chairman of the Audit Committee until February 2007 when Mr. Dodds succeeded him in that position.

Audit Committee

The purpose of our Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements and to assist the Board of Directors in the oversight and monitoring of (i) the integrity of our financial statements, (ii) the Company’s accounting policies and procedures, (iii) our compliance with legal and regulatory requirements, (iv) our independent registered public accounting firm’s qualifications and independence, (v) our disclosure controls and procedures, and (vi) the performance of our internal audit function and our independent registered public accounting firm. In addition, the Audit Committee’s duties and responsibilities include reviewing and pre-approving any audit and non-audit services to be provided by our independent registered public accounting firm, reviewing, approving and monitoring our Code of Ethics for Principal Executive and Senior Financial Officers and establishing procedures for receiving, retaining and treating complaints regarding accounting, internal accounting controls or auditing matters. The report of the Audit Committee for the fiscal year ended January 28, 2006 is included in this proxy statement.

During the fiscal year ended January 28, 2006, the Audit Committee of the Board of Directors consisted of directors Coulombe, Robbins and Willardson and held seven meetings. In February 2006, Mr. Willardson resigned his positions as member of our Board of Directors and as Chair and member of the Audit Committee when he commenced employment with the Company. The Board of Directors appointed Mr. Roberts to serve as Mr. Willardson’s replacement on the Audit Committee, and Mr. Coulombe was appointed Chairman of the Committee. Directors Coulombe, Robbins and Roberts are not employees of Cost Plus, Inc. and are independent within the meaning of the rules of the Securities and Exchange Commission and the listing standards of The Nasdaq Stock Market (the “Nasdaq Rules”). During the fiscal year ended January 28, 2006, Mr. Willardson was also independent within the meaning of the rules of the Securities and Exchange Commission and the Nasdaq Rules. Mr. Willardson had been designated an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission. The Board of Directors anticipates that when Christopher Dodds joins the Board, he will become a member of the Audit Committee and will be designated an “audit committee financial expert.” See “Proposal One—Election of Directors.”

Audit Committee

The purpose of our Audit Committee is to oversee our accounting and financial reporting processes and audits of our financial statements and to assist the Board of Directors in the oversight and monitoring of (i) the integrity of our financial statements, (ii) the Company’s accounting policies and procedures, (iii) our compliance with legal and regulatory requirements, (iv) our independent registered public accounting firm’s qualifications and independence, (v) our disclosure controls and procedures, and (vi) the performance of our internal audit function and our independent registered public accounting firm. In addition, the Audit Committee’s duties and responsibilities include reviewing and pre-approving any audit and non-audit services to be provided by our independent registered public accounting firm, reviewing, approving and monitoring our Code of Ethics for Principal Executive and Senior Financial Officers and establishing procedures for receiving, retaining and treating complaints regarding accounting, internal accounting controls or auditing matters. The report of the Audit Committee for the fiscal year ended January 29, 2005 is included in this proxy statement.

During the fiscal year ended January 29, 2005, the Audit Committee of the Board of Directors consisted of directors Coulombe, Gurr and Willardson and held eight meetings. The Audit Committee currently consists of directors Coulombe, Feld and Willardson. None of the Audit Committee members is an employee of Cost Plus, Inc., and all of them are independent within the meaning of the rules of the Securities and Exchange Commission and the listing standards of The Nasdaq Stock Market (the “Nasdaq Rules”). Mr. Willardson serves as Chair of the Audit Committee. The Board of Directors has designated Mr. Willardson as an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission and has determined that he has the accounting and related financial management expertise to satisfy the requirement that at least one member of the Audit Committee be financially sophisticated within the meaning of the Nasdaq Rules.