Audit Committee of the Board of Directors ó Charter

I. PURPOSE
The Audit Committee is appointed by the Board of Directors to assist the Board in monitoring:

1.       the integrity of the Corporation's financial statements;

2.       the Corporation's compliance with legal and regulatory requirements;

3.       the independent auditor's qualifications and independence; and

4.       the performance of the Corporation's internal audit function and independent auditor.

II. COMPOSITION

1.       Number. The Committee shall be comprised of three or more directors as determined by the Board.

2.       Independence and Experience. Each member of the Committee shall meet the independence and experience requirements of the New York Stock Exchange.

3.       Financial Expert. At least one member of the Committee must be an audit committee financial expert as defined by the Securities and Exchange Commission.

4.       Simultaneous Service on Other Audit Committees. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board of Directors determines that such simultaneous service would not impair the ability of the member to serve effectively on the Corporation's Audit Committee.

III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as it determines or circumstances dictate to discharge fully its responsibilities and duties outlined in this Charter. The Committee will meet separately, periodically, with management, the director of internal audit, the director of business ethics and conduct, and the independent auditor in executive sessions. The Committee may request any officer or employee of the Corporation or the Corporation's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

IV. RESPONSIBILITIES AND DUTIES

In meeting its responsibilities, the Committee shall:

Financial Statements and Disclosure Matters

  1. Meet to review and discuss with management and the independent auditor the Corporation's
    • annual audited financial statements, including the specific disclosures under the "Management's Discussion and Analysis of Financial Condition and Results of Operations," and recommend to the Board whether the audited financial statements should be included in the Corporation's Form 10-K; and
    • quarterly financial statements prior to the filing of the Corporation's Form 10-Q, including the specific disclosures under the "Management's Discussion and Analysis of Financial Condition and Results of Operations."

2.       Discuss with management and, as appropriate, the independent auditor, the Corporation's earnings press releases prior to their release to the public, as well as financial information and earnings guidance provided to analysts and rating agencies.

3.       Review and discuss reports from the independent auditors on

o        all critical accounting policies and practices to be used;

o         all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and

o        other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences, and management's responses thereto.

4.       Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Corporation's financial statements.

5.       Prepare the Audit Committee Report that the Securities and Exchange Commission rules require be included in the Corporation's annual proxy statement.

6.       Review disclosures made to the Committee by the Corporation's Chief Executive Officer and Chief Financial Officer during their certification process for each Form 10-K and Form 10-Q regarding any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation's ability to record, process, summarize and report financial information and any fraud involving management or other employees who have a significant role in the Corporation's internal control over financial reporting.

7.       Discuss with management the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation's policies with respect to risk assessment and risk management.

Oversight of the Corporation's Relationship with Independent Auditors

  1. Have the sole authority to appoint, terminate, or replace the independent auditor, subject, if applicable, to stockholder ratification. The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee.
  2. Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit. The Committee shall approve, in advance, the planned scope of the examination of the Corporationís financial statements by the independent auditor.
  3. Review and provide prior written consent for all auditing services and permitted non-audit services, including the fees and terms thereof, to be performed for the Corporation by its independent auditor. The Committee may delegate one or more designated members of the Committee the authority to grant pre-approvals required by this Paragraph. The decision of any member to whom authority is delegated under this Paragraph to pre-approve an activity shall be presented to the full Committee at its next scheduled meeting.
  4. At least annually, obtain and review any reports received by the independent auditor describing the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, 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 firm; and any steps taken to deal with any such issues. Also, in order to assess the auditor's independence, the Committee shall review at least annually all relationships between the independent auditor and the Corporation.
  5. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditorís quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditorís independence, and taking into account the opinions of management and internal auditors. Review and evaluate the lead partner of the independent auditor team. Assure the regular rotation of the lead audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law. The Committee shall present its conclusions with respect to its evaluation of the independent auditor to the Board.
  6. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90, relating to the conduct of the audit, including any problems or difficulties encountered in the course of the audit work, any restrictions on the scope of the activities or access to requested information, and any significant disagreements with management.
  7. Set clear hiring policies for employees or former employees of the independent auditor.

Internal Auditors

  1. Review and discuss with the independent auditor and management the responsibilities, budget, plan, changes in plan, staffing, activities, organizational structure, and qualifications of the internal audit department, as needed.
  2. Review the appointment, performance, and replacement of the director of internal audit.
  3. Review the regular reports to the Committee prepared by the internal audit department.

Ethical and Legal Compliance

  1. Establish procedures for
    • the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and
    • the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;

and review any complaints regarding accounting, internal accounting controls or auditing matters received pursuant to such procedures.

19.    Review the Corporationís policies and practices related to compliance with the law, code of business ethics and conduct, and conflicts of interest, to be satisfied that such policies are adequate and adhered to by the Corporation. Monitor the status of such compliance through the review of reports from management, legal counsel and third parties as determined by the Committee.

20.    Review, with the Corporation's General Counsel, any legal matter that could have a significant impact on the Corporation's financial statements or compliance policies.

Other Responsibilities and Duties

  1. Conduct an annual performance evaluation of the Committee and report the results to the Board.
  2. Review and reassess the adequacy of its charter periodically (at least annually) and recommend any proposed changes to the Board for approval.
  3. Report regularly to the Board.

V. OPERATIONS OF THE COMMITTEE

  1. The Secretary of the Corporation, or such other person as may be designated by the Chair of the Committee, shall act as secretary and keep the minutes of all meetings of the Committee.
  2. The Committee shall promptly inform the Board of all actions taken or issues discussed between Board meetings. This will generally take place at the Board meeting following a Committee meeting.
  3. The Committee shall have the authority, to the extent it deems necessary or appropriate, to obtain the advice and assistance of independent legal, accounting or other advisors.
  4. The Corporation shall provide for appropriate funding, as determined by the Committee, for payment of
    • compensation to the independent auditor for the purpose of preparing and issuing an audit report and performing other audit, review or attestation services for the Corporation;
    • compensation to any advisors employed by the Committee; and
    • ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

VI. LIMIT ON AUDIT COMMITTEE'S ROLE
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty or responsibility of the Committee to plan or conduct audits or to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. These are the responsibility of the Corporation's management and the independent auditor.

January 31, 2006