2004 Committee Charter : PLB

This charter governs the operations of the audit committee in monitoring the
financial reporting processes on behalf of the Board of Directors. While the
audit committee has the responsibilities and powers set forth in this charter,
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. This is the
responsibility of management and the independent auditors. Nor is it the duty of
the audit committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditors or to assure compliance with
laws and regulations and the Company's Code of Ethics.

1. The committee will have three members, each of whom will meet the
independence standards of the NYSE and the Sarbanes-Oxley Act of 2002.
Committee members will be financially literate and their backgrounds will
include at least one of the following key qualities:

industry knowledge
financial reporting or auditing background
experience in business risk management
experience as an audit committee member with a publicly held

At least one member of the committee will be an "audit committee financial
expert", as designated by the Board of Directors.

A committee member may not serve on more than three public company audit

2. It will be the committee's responsibility to:

Assess auditors' performance and performance of the lead auditor;
select the auditors and request Board ratification of the appointment;
approve the auditor's fees; assess auditor independence; pre-approve
any other engagements performed by the audit firm for the Company and
assess the impact on the auditor's independence; and ascertain
compliance with the limitations on performance of non-audit services.

The committee shall meet as it deems necessary to carry out its
responsibilities, but at minimum shall meet as follows. One meeting
shall be held prior to commencement of external audit to discuss key
business, financial and regulatory risk as well as the scope of the
audit examination. Another meeting shall be held after completion of
the audit examination, to review results of the audit. In addition,
there shall be quarterly meetings to review and discuss the following
with management and the auditors: 1) financial statements, including M
D & A, 2) earnings releases, 3) financial information and guidance
provided to analysts, and 4) results of the auditors' quarterly
review, including GAAP alternatives preferred by the auditors (if
any), and other issues that arose during the audit. At least twice
annually, the committee will meet with the auditors without management
to facilitate open auditor communication.

Periodically receive and evaluate reports from senior management on
processes for identification and control of key business, financial
and regulatory risks.

Periodically, meet separately with management, with personnel
responsible for the internal audit function, and with the
independent auditors.

Work with senior management to develop a corporate code of conduct
and to monitor compliance.

Monitor the procedures for insuring the integrity and quality of
annual and interim reporting to stakeholders.

Review and approve significant new or changed accounting and reporting
practices and policies.

Ensure that adequate procedures are in place to ensure the
appropriate receipt, retention and treatment of complaints
regarding accounting, internal accounting controls and auditing
matters and the confidential, anonymous submission by employees of
concerns regarding accounting, auditing, and business ethics

Establish policies to address the hiring by the Company of
employees or former employees of the Company's independent

3. The committee will have access to the auditors and members of management as
needed to discharge its responsibilities. The Board and senior management
will advise the auditors that the Board is the audit client. The Board and
senior management will direct the auditors to communicate directly with the
committee, through its chairman, any concerns related to the quality of
financial reporting, regulatory compliance, or the integrity of management.
The committee chairman will meet periodically with Company legal counsel to
receive updates on matters related to regulatory changes and compliance.

4. The committee will report to the full Board the results of discharge of its
responsibilities. Periodically, the committee will assess whether to
recommend to the full Board the need to issue a report on its activities to
the shareholders.

5. The committee will operate under this Charter with approval of the full
Board after obtaining input from senior management, the auditors and legal

6. The committee will work with management to establish an Internal Audit
function and will receive annually from management an evaluation of the
Company's Internal Audit function. Additionally the committee will receive
annually from management and external auditors an assessment of the
effectiveness of internal controls related to financial reporting.

7. The committee will have the power to conduct or authorize investigations
into any matters within the committee's scope of responsibilities. The
committee is empowered to retain independent counsel, accountants, or
others to assist in the conduct of any investigation.

8. The committee will annually perform a self-assessment of audit committee
performance and review of this charter. The self-assessment will be
reviewed with the full Board of Directors.