Audit Committee Charter

STATEMENT OF POLICY

The Audit Committee (The "Committee") of the Board of Directors shall assist the directors in fulfilling their oversight responsibilities. The Committee will review the financial reporting process, the system of internal controls, the audit process and the Company's process for monitoring compliance with laws and regulations. In performing its duties, the Committee will maintain free and open communication between the directors, the independent auditors, the internal auditors, outside legal counsel and the financial and legal management of the Company.

ORGANIZATION

The Committee shall be comprised of at least three directors all of whom, in the judgment of the Board of Directors, shall be independent and shall also meet the qualifications as set out in the rules and regulations of the Securities and Exchange Commission and New York Stock Exchange listing standards. All Committee members will have the ability to read and understand financial statements and at least one member shall in the judgment of the Board of Directors be an Audit Committee financial expert as defined by the rules and regulations of the Securities and Exchange Commission. The Committee will meet a minimum of four times a year.

RESPONSIBILITIES

In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible in order to be able to best react to changing conditions and to ensure that the corporate accounting and reporting practices of the Company are in accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the Committee will:

Reaffirmed and Approved at the October 19, 2004, Board of Directors Meeting.