2003 Audit Charter: JEC


1. Members. The Board of Directors (the "Board") shall appoint an Audit Committee of at least three members, consisting entirely of "independent" directors of the Board, and shall designate one member as chairperson. For purposes hereof, "independent" shall mean a director who meets the New York Stock Exchange definition of "independence," as determined by the Board.

Each member of the Company's Audit Committee must be financially literate and at least one member of the Audit Committee shall have accounting or related financial management expertise, both as provided in the Board's judgment.

2. Purposes, Duties, and Responsibilities. The Audit Committee shall represent the Board in discharging its responsibilities relating to the accounting, reporting, and financial practices of the Company and its subsidiaries, and shall have general responsibility for surveillance of internal controls and accounting and audit activities of the Company and its subsidiaries. Specifically, the Audit Committee shall:

(i) Recommend to the Board, and evaluate the performance, qualifications and independence of the firm of independent certified public accountants to be appointed as auditor of the Company, which firm shall be ultimately accountable to the Board through the Audit Committee.

(ii) Review with the independent auditor their audit procedures, including the scope, fees and timing of the audit, and the results of the annual audit examination and any accompanying management letters.

(iii) Review with the independent auditor the written statement from the auditor, required by the Independence Standards Board, concerning any relationships between the auditor and the Company or any other relationships that may adversely affect the independence of the auditor and, based on such review, assess the independence of the auditor.

(iv) Review and discuss with management and the independent auditor the Company's annual audited financial statements, including a discussion of the independent auditor's judgment as to the quality of the Company's accounting principles.

(v) Review with management and the independent auditor the results of any significant matters identified as a result of the independent auditor's interim review procedures prior to the filing of each Company's Quarterly Report on Form 10-Q or as soon thereafter as possible. The Audit Committee Chairperson may perform this responsibility on behalf of the Audit Committee.

(vi) Recommend to the Board whether, based on the review and discussions described in paragraphs (iii) through (v) above, the financial statements should be included in the Company's Annual Report on Form 10-K.

(vii) Review the adequacy of the Company's internal controls.

(viii) Review significant changes in the accounting policies of the Company and accounting and financial reporting rule changes that may have a significant impact on the Company's financial reports.

(ix) Review material pending legal proceedings involving the Company and other contingent liabilities.

(x) Review the adequacy of the Audit Committee Charter on an annual basis, and recommend changes if the Committee determines changes are appropriate.



(xi) Evaluate the performance of the Audit Committee annually.

(xii) Retain, consult with and seek advice from appropriate outside consultants, auditors, attorneys and other advisors as the Audit Committee may from time to time deem appropriate.

(xiii) Prepare or approve the Audit Committee Report for inclusion in the Company's Annual Proxy Statement.

(xiv) Report Audit Committee actions to the Board of Directors.

(xv) Perform such other duties and responsibilities as may be assigned to the Audit Committee, from time to time, by the Board of Directors and/or the Chairman of the Board of Directors.

3. Meetings. The Audit Committee shall meet six times per year: (i) for the first three quarters of the fiscal year once each quarter on the day prior to the release of earnings to review that quarter's pre-earnings release plus such other matters that may placed on the agenda; (ii) annually in July on or around the day of the regular Board meeting to review that fiscal year's Audit Plan activities plus such other matters that may placed on the agenda; (iii) annually on or around October 31 on the day prior to the release of the year-end earnings to conduct the year-end pre-earnings release review plus such other matters that may placed on the agenda; and (iv) annually in the second week of February on the day of the Annual Shareholders Meeting and prior to the Annual Meeting of the Board of Directors to conduct the Post Audit meeting and receive the annual report on the Compliance function plus such other matters that may placed on the agenda. The Committee shall meet such additional times as the Committee may from time to time deem necessary or appropriate in its judgment.

The meetings may be either in person or telephonically; except that it is intended that the annual meetings in July and February will be held with a majority of the Committee attending in person, except as the Committee may from time to time otherwise deem appropriate or advisable in its judgment. The Audit Committee shall meet in executive session with the independent auditors at least quarterly. The Audit Committee shall report to the full Board with respect to each meeting and shall make such reports to shareholders as are required by applicable regulations or as are deemed advisable in the Audit Committee's judgment. The majority of the members of the Audit Committee shall constitute a quorum.