As approved by the Board of Directors on February 23, 2006

Purpose and Responsibility
The primary function of the Audit Committee is to represent and assist the Board in fulfilling its oversight responsibility regarding:

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company, and for implementing and maintaining internal control over financial reporting. The independent auditor is responsible for auditing the Company’s financial statements and for reviewing the Company’s unaudited interim financial statements

The Audit Committee shall:

Meetings and Procedures
The Audit Committee shall:

Duties and Responsibilities
The Audit Committee will have board authority and powers in fulfilling its purpose and discharging its responsibilities.

The Audit Committee shall:

Independent Auditors
The Independent Auditors shall have sole accountability to the Audit Committee.
In connection with its oversight of the Independent Auditors, the Audit Committee shall:

General Auditor, Risk Assessment and Risk Management
The Audit Committee shall from time to time:

Controls and Significant Accounting Policies
The Audit Committee shall at least annually:

Filings with Governmental Agencies
The Audit Committee shall:

Press Releases and Earnings Guidance
The Audit Committee shall:

Compliance and Legal Matters
The Audit Committee shall:

Performance Evaluation and Charter Review
The Audit Committee shall annually: