I. Audit Committee Purpose

The Audit Committee (the “Committee”), in its capacity as a committee of the Board,

shall assist the Board in overseeing:

the integrity of the Company's financial statements,

the compliance by the Company with all applicable laws, regulations and corporate


the independent auditor's qualifications and independence, and

the performance of the Company's internal audit function and independent auditor.

The Audit Committee shall prepare an audit committee report as required by the SEC

to be included in the Company’s proxy statement.

While the Committee has the responsibilities and powers set forth in this Charter, it is

not the responsibility or duty of the Committee to plan or conduct audits, to guarantee

the auditor's report, to certify the Company's financial statements or to determine that

the Company’s financial statements are complete and accurate and are in accordance

with generally accepted accounting principles or applicable rules and regulations. It is

also not the responsibility of the Committee to ensure compliance with laws and regulations

or with the Company's Policies of Business Conduct. These are the responsibilities

of management and the independent auditor, as appropriate.

II. Audit Committee Authority

The Committee has the sole authority to, and shall directly, appoint, retain, evaluate

and terminate the Company's independent auditor, which shall report directly to the

Committee. The Committee shall be directly responsible for determining the compensation

(including as to fees and terms) and oversight of the work of the Company's independent

auditor (including resolution of disagreements between management and


the independent auditor regarding financial reporting). The Committee shall have the

sole authority to, and shall pre-approve all auditing services and permitted non-audit

services performed for the Company by the independent auditor, subject to applicable

laws, rules and regulations. The Committee has the authority, without Board approval,

to retain, at the Company's expense, independent or outside legal, accounting,

or other advisors of its choice as it deems necessary or appropriate in the performance

of its duties. The Company shall provide appropriate funding, as determined by the

Committee, for payment of compensation to such advisors employed by the Committee,

to any registered public accounting firm engaged for the purpose of preparing or

issuing an audit report or performing other audit, review or attest services for the

Company and for ordinary administrative expenses of the Committee that are necessary

or appropriate in carrying out its duties.

The Committee may request any officer or employee of the Company or the Company's

counsel or independent auditor to attend any meeting of the Committee or to

meet with any members of, or consultants to, the Committee.

The Committee may delegate authority to an individual member of the Committee or

to subcommittees to the extent permitted by applicable laws, rules and regulations, including

those of the New York Stock Exchange.

III. Audit Committee Membership and Meetings

The Committee shall be comprised of three or more independent directors appointed

annually by the Board. Each member shall comply with and satisfy requirements of

the New York Stock Exchange and all other applicable laws, rules and regulations and

may be removed by the Board of Directors in its discretion. If a Committee Chairman

is not designated or present, the members of the Committee may designate a Chairman

by majority vote of the Committee membership present at the meeting.

All members of the Committee shall be financially literate, as such qualification is interpreted

by the Board in its business judgement, or must become financially literate

within a reasonable time after his or her appointment to the Committee. In addition,

at least one member of the Committee shall have accounting or related financial management

expertise, as determined by the Board in its business judgment.

The Committee shall meet at stated times four times per year, or more frequently as

circumstances dictate. Meetings of the Committee shall be called by the Chairman of

the Committee or the Chief Executive Officer of the Company. All meetings of the

Committee shall be held pursuant to the Bylaws of the Company with regard to notice

and waiver thereof, and written minutes of each meeting shall be duly filed in the

Company's records. Reports of meetings of the Committee shall be made to the


Board at its regularly scheduled meeting following the Committee meeting accompanied

by any recommendations to the Board approved by the Committee.

Periodically, the Committee shall meet with management, the director or senior representative

of internal audit and the independent auditor in separate sessions to discuss

any matters that the Committee or any of the aforementioned believes should be discussed.

IV. Audit Committee Responsibilities and Duties

The Committee shall:

A. General

1. Discuss with management and the independent auditor the annual audited

financial statements, including disclosures made in management's

discussion and analysis, and any related certifications required to be

made by any officer of the Company, and recommend to the Board

whether the audited financial statements should be included in the

Company's Form 10-K.

2. Discuss with management and the independent auditor the Company's

quarterly financial statements, including disclosures made in management's

discussion and analysis, and any related certifications to be made

by any officer of the Company, including the results of the independent

auditor's reviews of the quarterly financial statements.

3. Review the Company's disclosure controls and procedures and the certifications

required to be made by any officer of the Company in each of

the Company's quarterly reports on Form 10-Q and the Company's annual

report on Form 10-K.

4. Discuss with management the Company's earnings press releases, including

the type and presentation of information to be included therein,

as well as financial information and earnings guidance provided to analysts

and rating agencies. The Committee's responsibility to discuss

earnings releases as well as to review any financial information and

earnings guidance may be done generally (i.e., discussion of the types

of information to be disclosed and the type of presentation to be made).

The Committee need not discuss in advance each earnings release or

each instance in which the Company may provide earnings guidance.


5. Prepare a report to shareholders to be included in the Company’s annual

proxy statement in accordance with applicable laws, rules and


6. Discuss with management and the independent auditor major issues regarding

accounting principles and financial statement presentations, including

any significant changes in the Company's selection or application

of accounting principles, and major issues as to the adequacy of the

Company's internal controls and any special audit steps adopted in light

of material control deficiencies.

7. Review with management and/or the independent auditor, and discuss

as necessary, all significant financial reporting issues and judgments

made in connection with the preparation of the financial statements, including

analyses of the effects of alternative GAAP methods on the financial


8. Discuss with management and the independent auditor the effect of

regulatory and accounting initiatives, as well as off-balance sheet structures,

on the Company's financial statements.

9. Discuss with management the Company's major financial risk exposures

and the steps management has taken to monitor and control such

exposures, including the Company's risk assessment and risk management


10. Review and assess any legal, regulatory and environmental matters that

may have a material impact on the Company's financial statements.

11. Review the adequacy of internal controls and the activities of the Company’s

internal audit department, including the proposed annual audit

plan, periodic reports on the status of the plan, assessments of the

Company’s risk management processes and system of internal control,

and summaries of any significant issues raised during the performance

of internal audits.

12. Review and assess compliance with all applicable rules and regulations

of the SEC and the New York Stock Exchange specifically applicable

to the composition and responsibilities of the Audit Committee.

13. Review annually the Company's Policies of Business Conduct, which

prohibits unethical or illegal activities by the Company's directors, offi-


cers and employees, as well as review the actions taken to monitor

compliance with the Code.

14. Recommend to the Board any waivers for directors or executive officers

proposed to be granted, and review any material waivers for nonexecutive

officers or employees granted by the General Counsel, pursuant

to the Company's Policies of Business Conduct.

B. Independent Auditors

The Committee shall:

1. Set clear policies for the Company's hiring of employees or former employees

of the independent auditor who were engaged on the Company's


2. Review and evaluate the experience and qualifications of the lead (or

coordinating) partner of the independent auditor.

3. Obtain and review a report from the independent auditor at least annually

describing (a) the auditor's internal quality-control procedures, (b)

any material issues raised by the most recent quality-control review, or

peer review, of the firm, or by any inquiry or investigation by governmental

or professional authorities within the preceding five years, respecting

one or more independent audits carried out by the firm and any

steps taken to deal with any such issues, and (c) in order to assess the

auditor's independence, all relationships between the independent auditor

and the Company. Evaluate the qualifications, performance and independence

of the independent auditor, taking into account the foregoing

report, the services provided by the independent auditor and the

opinions of management and the internal auditor. In addition to ensuring

the regular rotation of the lead audit partner as required by law, the

Committee should further consider whether, in order to ensure continuing

auditor independence, there should be regular rotation of the audit

firm itself. The Committee shall present it conclusions to the full


4. Discuss with the independent auditor any matters required to be discussed

in accordance with SAS 61 relating to the conduct of the audit.

In particular, discuss:


(a) the adoption of, proposal of, or changes to, the Company's significant

auditing and accounting principles and practices as suggested

by the independent auditor, internal auditors or management;

(b) any management or internal control letter provided, or proposed

to be provided, by the independent auditor and the Company's response

to that letter; and

(c) any difficulties encountered in the course of the audit work, including

any restrictions on the scope of activities or access to requested

information, and any significant disagreements with management.

5. Review with the independent auditor and financial management of the

Company the scope and staffing of the proposed audit for the current

year and, at the conclusion thereof, review such audit including any

comments or recommendations of the independent auditor.

6. Review with the independent auditor any audit problems or difficulties

and management's response.

7. Receive, and take any required or appropriate action in relation to, all

reports and other communications which the independent auditor is required

to make to the Audit Committee, including timely reports concerning:

(a) all critical accounting policies and practices to be used;

(b) all alternative treatments of financial information within generally

accepted accounting principles that have been discussed with management

officials of the Company, ramifications of the use of such alternative

disclosures and treatments, and the treatment preferred by the

independent auditor; and

(c) other material written communications between the independent

auditor and the management of the Company, such as any management

letter or schedule of unadjusted differences.

8. Discuss with the independent auditors their judgments about the quality,

not just the acceptability, of the Company's accounting principles as

applied in its financial reporting.


9. Obtain assurance from the independent auditor that the Company is in

compliance with the provisions of Section 10A of the Securities Exchange

Act of 1934, as amended.

C. Other Audit Committee Responsibilities

The Committee shall:

1. Review and reassess the adequacy of this Charter and the Committee's

own performance annually or more often as conditions dictate, and recommend

proposed changes to the Board.

2. Review the appointment, performance and replacement of the senior internal

auditing executive and the performance of the internal audit


3. Establish procedures for the receipt, retention and treatment of complaints

received by the Company regarding accounting, internal accounting

controls or auditing matters, as well as for confidential,

anonymous submission by Company employees of concerns regarding

questionable accounting or auditing matters.

4. Perform any other activities consistent with this Charter, the Company’s

By-laws and as the Committee or the Board deems necessary or