Audit Committee Charter

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The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the independent outside auditors' qualifications and independence, (3) the performance of the Company's internal audit function and independent outside auditors, and (4) the compliance by the Company with legal and regulatory requirements.

The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the "Commission") to be included in the Company's annual proxy statement.

The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company's financial statements. Accordingly, while the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent outside auditors.


The Audit Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"), the rules and regulations of the Commission, and the standards of the Federal Deposit Insurance Corporation. At least one member of the Audit Committee shall be an "audit committee financial expert" as defined by the Commission. The members of the Committee shall be financially literate, as interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Committee. At least two members of the Committee shall have banking or related financial management expertise as required by Section 36(g) of the Federal Deposit Insurance Act. At least one member shall have accounting or related financial experience as required by the NYSE.

The members of the Audit Committee may not receive any compensation from the Company other than director's fees. Committee members shall not simultaneously serve on the audit committees of more than two other public companies.

The members of the Audit Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Audit Committee members may be replaced by the Board.

Authority and Responsibilities

The Audit Committee shall have the sole authority to appoint or replace the independent outside auditors (subject, if applicable, to shareholder ratification). The Committee shall be directly responsible for the compensation, evaluation and oversight of the independent outside auditors (including resolution of disagreements between management and the independent outside auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent outside auditors shall report directly to the Committee.

The Audit Committee shall pre-approve all auditing services and permitted nonaudit services (including the fees and terms thereof) to be performed for the Company by its independent outside auditors, subject to the de minimus exceptions for nonaudit services described in Section 10A(i)(l)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Committee shall consider whether the provision of permitted nonaudit services is compatible with maintaining the auditors' independence. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted nonaudit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting. The Chair of the Audit Committee is authorized to execute approved engagements of the independent outside auditors.

The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent outside auditors for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Audit Committee, as well as funding for the payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall meet periodically with management (including the chief financial officer, chief accounting officer and general counsel), the internal auditors and the independent outside auditors in separate executive sessions, and have such other direct and independent interaction with such persons from time to time as the members of the Audit Committee deem appropriate. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent outside auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The Audit Committee, to the extent required by law or otherwise as it deems necessary or appropriate, shall:

Financial Statement and Disclosure Matters


Review and discuss with management and the independent outside auditors the annual audited financial statements, including disclosures made under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.


Review and discuss with management and the independent outside auditors the Company's quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent outside auditors' review of the quarterly financial statements.


Review and discuss with management and the independent outside auditors major issues regarding accounting principles and financial statement presentations including any significant changes in the Company's selection or application of accounting principles.


Review and discuss with management and the independent outside auditors any major issues as to the adequacy of the Company's internal controls, any special steps adopted in light of material control deficiencies (if any), and the adequacy of disclosures about changes in internal control over financial reporting.


Review and discuss with management and the independent outside auditors the Company's internal controls report and the independent outside auditors' attestation of the report prior to the filing of the Company's Form 10-K.


Review and discuss with management and the independent outside auditors analyses setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative generally accepted accounting principles (GAAP) methods on the financial statements.


Review and discuss reports from the independent outside auditors on:


All critical accounting policies and practices to be used.


All alternative treatments, if any, of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent outside auditors.


Other material written communications, if any, between the independent outside auditors and management, such as any management letter or schedule of unadjusted differences.


Discuss with management the Company's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, if any, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).


Discuss with management and the independent outside auditors the effect of regulatory and accounting initiatives as well as off-balance sheet structures, if any, on the Company's financial statements.


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 policies.


Discuss with the independent outside auditors the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, any significant disagreements with management, and management's response.


Review disclosures made to the Audit Committee by the Company's CEO(s) and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls.

Oversight of the Company's Relationship with the Independent Outside Auditors


Obtain and review a report from the independent outside auditors at least annually regarding (a) the independent outside auditors' internal quality-control procedures, (b) any material issues raised by the most recent internal 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) all relationships between the independent outside auditors and the Company.


Evaluate the qualifications, performance and independence of the independent outside auditors, including an evaluation of the lead partner, taking into account the opinions of management and internal auditors. The Audit Committee shall present its conclusions with respect to the independent outside auditors to the Board.


Ensure the rotation of the audit partners as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.


Set policies for the Company's hiring of employees or former employees of the independent outside auditors who participated in any capacity in the audit of the Company.


Discuss with the independent outside auditors material issues on which the Company's audit team consulted with their national office.


Meet with the independent outside auditors prior to the audit to discuss the planning and staffing of the audit.

Oversight of the Company's Internal Audit Function


Review the appointment and replacement of the senior internal audit executive.


Review the significant reports to management prepared by the internal audit department and management's responses.


Discuss with the independent outside auditors and management the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

Compliance Oversight Responsibilities


Obtain from the independent outside auditors assurance that the firm is unaware of information indicating an illegal act has or may have occurred that gives rise to the procedures set forth in Section 10A(b) of the Exchange Act.


Review reports and disclosures of insider and affiliated party transactions. Advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with applicable provisions of the Company's Code of Conduct and Ethics for Financial Officers and Code of Business Conduct and Ethics for All Employees.


Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.


Discuss with management and the independent outside auditors any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company's financial statements or accounting policies.


Discuss with the Company's General Counsel legal matters that may have a material impact on the financial statements or the Company's compliance policies, including in executive session where appropriate and at least annually.

In addition to the above responsibilities, the Audit Committee will undertake such other duties as the Board delegates to it. The Committee shall have the power to investigate any matter falling within its jurisdiction.


The Audit Committee shall make regular reports to the Board.


The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review the Committee's own performance.

(Revised January 27, 2005)