BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER

PURPOSE:

The purposes of the Audit Committee are to (a) assist the Board of Directors in fulfilling the Board's oversight responsibilities with respect to (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditors' qualifications and independence, and (iv) the performance of the independent auditors and the Company's internal audit function; and (b) oversee the preparation of the Committee's report, made pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), to be included in the Company's annual proxy statement (the "Audit Committee Report").  
 

COMPOSITION:

The Committee shall be solely comprised of a minimum of three (3) and a maximum of five (5) independent members of the Board whose qualifications shall be as follows:

1. Each Committee member shall meet the independence criteria of (a) the rules of the New York Stock Exchange, Inc., as such requirements are interpreted by the Board in its business judgment and (b) Section 301 of the Sarbanes-Oxley Act of 2002 (the “Act”) and any rules promulgated thereunder by the Securities and Exchange Commission ("SEC").
    

2. Each Committee member shall be financially literate or shall become financially literate within a reasonable period of time after his or her appointment to the Committee.  Additionally, at least one member of the Committee shall have accounting or related financial management expertise and shall meet the criteria of a financial expert within the meaning of Section 407 of the Act and any rules promulgated thereunder by the SEC.  The Board shall determine, in its business judgment and upon the recommendation of the Nominating and Governance Committee, whether a member is financially literate and whether at least one member has the requisite accounting or financial expertise and meets the financial expert criteria.
    

3. Each Committee member shall only receive, as compensation from the Company, director’s fees (which include all forms of compensation paid to directors of the Company for service as a director or member of a Board Committee).
    

4. Each Committee member shall serve on no more than two audit committees of public companies unless the Board of Directors has made an affirmative determination that such service would not detract from that Committee member’s ability to give adequate time to the Committee.

The Board shall appoint the members and the Chairman of the Committee based on nominations made by the Company's Nominating and Governance Committee.  Committee members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

RESPONSIBILITIES AND AUTHORITY:

1. Retain Independent Auditors: Have the sole authority to (a) retain and terminate the Company's independent auditors (b) approve all audit engagement fees, terms and services, (c) approve all non-audit engagements with the Company's independent auditors, and (d) oversee the work of the independent public accountants.  The Company’s independent public accountants shall report directly to the Audit Committee.  Such authority shall be exercised in a manner consistent with the provisions of the Act.  The Chairman of the Committee shall have authority to grant any pre-approvals required by the Act, subject to the Chairman reporting any such pre-approvals to the Committee at its next scheduled meeting.
    

2. Review Auditors' Quality Control: At least annually, obtain and review reports concerning all communications required by the Act and the rules of the New York Stock Exchange.
    

3. Review Independence of Auditors: In connection with the retention of the Company's independent auditors, at least annually review the information provided by management and the auditors relating to the independence of the audit firm, including, among other things, information related to the non-audit services provided and expected to be provided by the auditors.  The Committee is responsible for (a) ensuring that the independent auditors submit at least annually to the Committee a formal written statement delineating all relationships between the auditors and the Company consistent with Independence Standards Board Standard No. 1, (b) actively engaging in a dialogue with the auditors with respect to any disclosed relationship or services that may impact the objectivity and independence of the auditors and (c) taking appropriate action in response to the auditors' report to satisfy itself of the auditors' independence.  In connection with the Committee's evaluation of the auditors' independence, the Committee shall also review and evaluate the lead partner of the independent auditors and take such steps as may be required by law with respect to the regular rotation of the lead audit partner and the reviewing audit partner of the independent auditors.
    

4. Set Hiring Policies: Set hiring policies for employees or former employees of the independent auditors which shall include the restrictions set forth in the Act.
    

5. Review Audit Plan: Review with the independent auditors its plans for, and the scope of its annual audit, and other examinations, including those conducted pursuant to Section 404 of the Act, and monitor the conduct of such audits and examinations.
    

6. Conduct of Audit: Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (as amended) relating to the conduct of the audit, as well as any audit problems or difficulties and management's response, including (a) any restriction on audit scope or on access to requested information, (b) any disagreements with management and (c) significant issues discussed with the independent auditors' national office.  Unresolved disagreements between management and the independent auditors regarding financial reporting shall be decided by the Committee.
    

7. Discuss Financial Statements: Discuss with appropriate officers of the Company and the independent auditors, prior to filing of Form 10-K, or  10-Q, the annual audited and quarterly financial statements of the Company, including (a) the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and (b) the disclosures regarding internal controls and other matters required to be reported to the Committee by the Act and any rules promulgated thereunder by the SEC.
    

8. Discuss Earnings Press Releases: Discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies (including any use of "pro forma" or "adjusted" non-GAAP information).
    

9. Review Internal Audit Plans: Review internal audit plans for and the scope of ongoing audit activities, including examinations under Section 404.
    

10. Review Internal Audit Reports: Review the annual report of the audit activities, examinations and results thereof of the internal auditing department and monitor the progress of internal audit activities.
     

11. Review Systems of Internal Accounting Controls: Review the adequacy of the Company's internal accounting controls and disclosure controls and procedures, the Company's auditing organization and personnel, and the Company's policies and compliance procedures with respect to business practices which shall include the disclosures regarding internal controls and matters required to be reported to the Committee by the Act and any rules promulgated hereunder by the SEC.
     

12. Review Recommendation of Independent Auditors:  Review with the senior internal auditing executive and the appropriate members of management recommendations made by the independent auditors and the senior internal auditing executive, as well as such other matters, if any, as such persons or other officers of the Company may desire to bring to the attention of the Committee.
     

13.  Review Audit Results: Review with the independent auditors (A) the report of their annual audit, or proposed report of their annual audit, (B) the accompanying management letter, if any, (C) the reports of their reviews of the Company's interim financial statements conducted in accordance with Statement on Auditing Standards No. 71, and (D) the reports of the results of such other examinations outside of the course of the independent auditors' normal audit procedures that the independent auditors may from time to time undertake.  The foregoing shall include the reports required by the Act and, as appropriate, (a) a review of major issues regarding (i) accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles and (ii) the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies, (b) a review of analyses prepared by management and/or the independent auditors 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 GAAP methods on the financial statements and (c) a review of the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.
     

14. Exchange Act: Obtain from the independent auditors assurance that they will inform Company management concerning any information indicating that an illegal act has or may have occurred that could have a material effect on the Company’s financial statements and insure that such information has been communicated by management to the Audit Committee.
     

15. Review Financial Accounting Risk Management Policies: Review policies and procedures with respect to risk assessment and risk management to oversee the internal controls utilized by management in handling the Company's exposure to financial accounting risk.  The Committee should discuss the Company's major financial risk exposures and the steps management has taken to monitor and control these exposures.
     

16. Obtain Reports Regarding Conformity With Legal Requirements and the Company's Code of Ethics: Review with management, the general counsel, the Company's senior internal auditing executive and the independent auditor that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company's Code of Ethics. Advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Ethics. Establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. 
     

17. Discuss With General Counsel Matters Regarding Financial Statements or Compliance 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.
     

18. Review Other Matters: Review such other matters in relation to the accounting, auditing and financial reporting practices and procedures of the Company as the Committee may, in its own discretion, deem desirable in connection with the review functions described above.
     

19. Board Reports: Report its activities regularly to the Board in such manner and at such times as the Committee and the Board deem appropriate, but in no event less than once a year.  Such report shall include the Committee's conclusions with respect to its evaluation of the independent auditors.
     

MEETINGS OF THE COMMITTEE:

The Committee shall meet in person or telephonically at least quarterly, or more frequently as it may determine necessary, to comply with its responsibilities as set forth herein.  The Chairman of the Committee shall, in consultation with the other members of the Committee, the Company's independent auditors and the appropriate officers of the Company, be responsible for calling meetings of the Committee, establishing agenda therefor and supervising the conduct thereof.  The Committee may also take any action permitted hereunder by unanimous written consent.

The Committee may request any officer or employee of the Company or the Company’s outside legal counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.  It is expected that the Committee shall routinely work with and through management to fulfil its roles and responsibilities except as required or prohibited by law.  However, the Committee shall meet periodically in separate private sessions with management, the independent auditors, and the internal auditors to discuss such matters as either party deems appropriate.  Additionally the Committee may elect to meet in separate private session with any other party they deem appropriate for private discussions.
 

RESOURCES AND AUTHORITY OF THE COMMITTEE:

The Committee shall have the authority appropriate to discharge its responsibilities and carry out its duties as required by law, including the authority to engage outside auditors for special audits, reviews and other procedures and to engage independent counsel and other advisors, experts or consultants.  The Audit Committee may also, to the extent it deems necessary or appropriate, meet with the Company's investment bankers or financial analysts who follow the Company.  The Company shall provide appropriate funding and other resources as required by the Audit Committee to fulfill its responsibilities, including compensation of the independent public accountants, advisors retained under this section, and ordinary expenses of the Committee.
 

AUDIT COMMITTEE REPORT:

The Committee shall prepare, with the assistance of management, the independent auditors and outside resources (as deemed necessary), the Audit Committee Report.
 

ANNUAL REVIEW OF CHARTER:

The Committee shall conduct and review with the Board annually an evaluation of this Charter and recommend any changes to the Board.  The Charter evaluation shall be conducted by the Committee in such manner as the Committee, in its business judgment, deems appropriate.
 

ANNUAL PERFORMANCE EVALUATION:

The Committee shall conduct and review with the Board annually an evaluation of the Committee's performance with respect to the requirements of this Charter.  This evaluation shall also set forth the goals and objectives of the Committee for the upcoming year.  The performance evaluation shall be conducted by the Committee in such manner as the Committee, in its business judgment, deems appropriate.