Amended and Restated Audit Committee Charter

Composition

The Audit Committee (the "Committee") shall be comprised of at least three directors the Board of Directors (the "Board") has determined is "independent" under the rules of the New York Stock Exchange. Committee members shall be appointed by the Board based on nominations recommended by the Company's Nominating and Corporate Governance Committee. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

Each member of the Committee shall be "financially literate", as determined by the Board, and at least one member of the Committee shall be an "audit committee financial expert", as determined by the Board in accordance with Securities and Exchange Commission ("SEC") rules.

No director may serve as a member of the Committee if such director serves on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Committee and discloses this determination in the Company's annual proxy statement.

No member of the Committee may receive any compensation from the Company other than (i) director and committee fees, which may be received in cash, stock options or other in-kind consideration ordinarily available to directors; (ii) a pension or other deferred compensation for prior service that is not contingent on future service; and (iii) any other regular benefits that other directors receive.

The Board shall designate one member of the Committee as its chairperson. In the event of a tie vote on any issue, the chairperson's vote shall decide the issue.

Purposes

The purposes of the Committee are:

1. to assist the Board in fulfilling its responsibilities in its oversight of:

i. the Company's accounting and financial reporting principles and policies and internal audit controls and procedures;

ii. the integrity of the Company's financial statements;

iii. the Company's compliance with legal and regulatory requirements;

iv. the outside auditors' qualifications and independence; and

v. the performance of the outside auditors and the Company's internal audit function.

2. to prepare the report required to be prepared by the Committee pursuant to the rules of the SEC for inclusion in the Company's annual proxy statement.

The function of the Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out a proper audit of the Company's annual financial statements in accordance with auditing standards generally accepted in the United States and reviewing the Company's annual financial statements prior to the filing of the Annual Report on Form 10-K, and each Quarterly Report on Form 10-Q.

Meetings of the Committee

The Committee shall meet at least quarterly, either in person or telephonically, and at such times and places as the Audit Committee shall determine. The Committee shall meet separately at least quarterly with management, the general counsel, the director of the internal auditing department and the outside auditors to discuss any matters the Committee or any of these persons or firms believe should be discussed privately. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Audit Committee shall report regularly to the full Board with respect to its activities. The majority of the members of the Audit Committee shall constitute a quorum. Reports on all Committee meetings will be provided to the Board.

Duties and Powers

To carry out its purposes, the Committee shall have the following duties and powers:

1. With respect to the independent auditor:

i. to be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, retention and oversight of the work of the outside auditor. In this regard, the Committee shall appoint and retain, [subject to ratification by the Company’s stockholders], compensate, evaluate, and terminate when appropriate, the outside auditor, which shall report directly to the Committee;

ii. to approve in advance all audit and permissible non-audit services to be provided by the outside auditor, and establish policies and procedures for the pre-approval of audit and permissible non-audit services to be provided by the outside auditor;

iii. to ensure that the outside auditors prepare and deliver annually a statement (it being understood that the independent auditors are responsible for the accuracy and completeness of the Auditor's Statement) describing: (A) the outside auditor's internal quality-control procedures; and (B) any material issues raised by the most recent internal quality-control review, or peer review, 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 outside auditor, and any steps taken to deal with any such issues, and to discuss with the outside auditors any relationships or services disclosed in the outside auditors' statement that may impact the quality of audit services or the objectivity and independence of the outside auditors, including each non-audit service provided to the Company and the matters set forth in Independence Standards Board No. 1;

iv. to discuss with management the timing and process for implementing the rotation of the lead audit partner and the reviewing partner, and to consider whether there should be a regular rotation of the audit firm itself;

v. to take into account the opinions of management and the Company's internal auditors in assessing the outside auditors' qualifications, performance and independence; and

vi. to receive reports from the outside auditor and management regarding, and review and discuss the adequacy and effectiveness of, the Company’s internal controls, including any significant deficiencies in internal controls and significant changes in internal controls reported to the Committee by the outside auditor or management.

2. With respect to the internal auditing department:

i. to review the appointment and replacement of the director of the internal auditing department;

ii. to review the annual audit plan of the internal audit function;

iii. to advise the director of the internal auditing department that he or she is expected to provide to the Committee summaries of and, as appropriate, the significant reports to management prepared by the internal auditing department and management's responses thereto; and

iv. to review and discuss with the director of the internal auditing department the scope and results of the internal audit program

3. With respect to financial reporting principles and policies and internal controls:

i. to maintain open channels of communication between the Board, management, the internal auditing department and the outside auditors and to advise them that they are expected to provide to the Committee a timely analysis of significant financial reporting issues and practices;

ii. to consider any reports or communications (and management's and/or the internal audit department's responses thereto) submitted to the Committee by the outside auditors, including reports and communications required by or referred to in SAS 61 (as codified by AU Section 380) or Section 10A of the Securities Exchange Act of 1934, as may be modified or supplemented, and/or related to:

a. deficiencies noted in the audit in the design or operation of internal controls;

b. consideration of fraud in a financial statement audit;

c. detection of illegal acts;

d. the outside auditors' responsibilities under generally accepted auditing standards;

e. any restriction on audit scope;

f. significant accounting policies;

g. significant issues discussed with the national office;

h. management judgments and accounting estimates;

i. adjustments arising from the audit;

j. the responsibility of the independent auditor for other information in documents containing audited financial statements;

k. disagreements with management;

l. consultation by management with other auditors/accountants;

m. major issues discussed with management prior to retention of the outside auditor;

n. difficulties encountered with management in performing the audit;

o. the outside auditors' judgments about the quality of the entity's accounting principles; and

p. the responsibilities, budget and staffing of the Company's internal audit function.

iii. to meet with management, the director of the internal auditing department and the independent auditors:

a. to review and discuss with the outside auditor: (A) the scope of the audit, the results of the annual audit examination by the auditor, and any problems or difficulties the auditor encountered in the course of its audit work and management’s response; and (B) any reports of the outside auditor with respect to interim periods;

b. to consider, at least annually, the independence of the outside auditor, including whether the outside auditors' provision of permissible non-audit services to the Company is compatible with maintaining the independence of the outside auditors, and obtain and review a report by the outside auditor describing any relationships between the outside auditor and the Company and any other relationships that may adversely affect the independence of the auditor;

c. to review and discuss with management and the outside auditor the annual audited and quarterly financial statements of the Company, including: (A) an analysis of the auditor's judgment as to the quality of the Company’s accounting principles, setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; (B) the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," including accounting policies that may be regarded as critical; and (C) major issues regarding the Company's accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles and financial statement presentations;

d. to recommend to the Board based on the review and discussion described in paragraphs (a) - (c) above, whether the financial statements should be included in the Annual Report on Form 10-K;

e. to discuss the unaudited quarterly financial statements and the results of quarterly reviews performed by the independent auditors prior to the filing of the Company's Quarterly Reports on Form 10-Q;

f. to discuss any significant matters arising from any audit including any audit problems or difficulties, whether raised by management, the internal auditing department or the independent auditors, relating to the Company's financial statements (and resolve any disagreements between management and the independent auditors regarding financial reporting);

g. to discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information and any significant disagreements with management;

h. to discuss any accounting adjustments that were noted or proposed by the independent auditors but were "passed" (as immaterial or otherwise), any communications between the audit team and their national office with respect to auditing or accounting issues presented by the engagement and any "managerial" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Company;

i. to review the form of opinion the independent auditors propose to render to the Board and stockholders;

j. to discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company's exposure to risk, and to discuss the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures; and

k. to obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934, as amended, which sets forth certain procedures to be followed in any audit of financial statements required under the Securities Exchange Act of 1934.

iv. to discuss with the Company's general counsel and/or outside counsel any significant legal, compliance or regulatory matters that may have a material effect on the financial statements, or the Company's business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies;

v. to review and discuss earnings press releases and corporate practices with respect to earnings press releases and financial information and earnings guidance provided to analysts and ratings agencies;

vi. to discuss the types of financial information and earnings guidance provided, and the types of presentations made, to analysts and rating agencies; and

vii. to establish clear hiring policies for employees or former employees of the independent auditors.

4. With respect to reporting and recommendations:

i. to prepare such written affirmation regarding the Committee as is required by New York Stock Exchange corporate governance listing standards;

ii. to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate;

iii. to prepare and review with the Board an annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter, and to review this Charter at least annually and recommend any changes to the full Board.; and

iv. to receive reports from management regarding, and review and discuss the adequacy and effectiveness of, the Company’s disclosure controls and procedures

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

6. To oversee the Company's compliance systems with respect to legal and regulatory requirements and review the Company's codes of conduct and programs to monitor compliance with such codes.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including full access to all books and records, facilities and personnel of the Company and the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts, as it deems appropriate, without seeking approval of the Board or management.

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to one or more members of the Committee, in accordance with SEC rules.

The Audit Committee shall have the authority to retain such outside counsel, accountants, experts and other advisors as it determines appropriate to assist it in the performance of its functions and shall receive appropriate funding, as determined by the Audit Committee, from the Company for payment of compensation to any such advisors.