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Audit and Finance Committee Charter
Audit & Finance Committee Charter

The Audit and Finance Committee ("Committee") of the Board of Directors shall consist of a minimum of three directors, all of whom shall be independent directors and comply in all respects with the standards established from time to time by the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE"). Members of the Committee shall be appointed by the Board of Directors upon recommendation of the Governance and Nominating Committee and may be removed by the Board of Directors in its discretion. All members of the Committee shall have sufficient financial experience and ability to enable them to discharge their responsibilities and at least one member shall be an "audit committee financial expert" as defined by the SEC.

The purpose of the Committee shall be to assist the Board of Directors in its oversight of the integrity of the financial statements of the Company, of the Company's compliance with legal and regulatory requirements, of the independence and qualifications of the independent auditor, and of the performance of the Company's internal audit function and independent auditors.

In furtherance of this purpose, the Committee shall have the following authority and responsibilities:

  1. To discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including the Company's disclosures under "Managements Discussion and Analysis of Financial Condition and Results of Operations" and any matters required to be reviewed under applicable legal, regulatory or NYSE requirements.

  2. To establish procedures with management and the independent auditor, as appropriate, for the dissemination of earnings press releases and financial information and earnings guidance provided to analysts and to rating agencies.

  3. To select the independent auditor to examine the Company's accounts, controls and financial statements. The Committee shall have the sole authority and responsibility to select, evaluate and, if necessary, replace the independent auditor. The Committee shall have the sole authority to approve all audit engagement fees and terms. Moreover, the Committee, or through the Committee Chair between regularly scheduled meetings, must pre-approve all services provided to the Company by the Company's independent auditor.

  4. To discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and management's response, the Company's risk assessment and risk management policies, including the Company's major financial risk exposure and steps taken by management to monitor and mitigate such exposure.

  5. To review with management and the independent auditor the Company's financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application, and the key accounting decisions affecting the Company's financial statements, including alternatives to, and the rationale for, the decisions made.

  6. To review and evaluate the performance of the internal auditing function as well as the system of internal controls and the results of internal audits. The Committee will also review and oversee the appointment, performance and replacement of the Company executive responsible for internal auditing.

  7. To obtain and review at least annually a formal written report from the independent auditor delineating: (i) the auditing firm's internal quality-control procedures; (ii) any material issues raised within the preceding five years by the auditing firm's internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted by the firm, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditor and the Company.

  8. To prepare and publish an annual Committee report in the Company's proxy statement.

  9. To oversee policies for the hiring of employees or former employees of the Company's independent auditor.

  10. To establish procedures for (i) the receipt, review and treatment of accounting, internal controls or auditing complaints received by the Company, and (ii) the confidential anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

  11. To review and approve the annual capital and financing plans and any significant financing transactions. The specific areas and thresholds requiring review and approval are included in the Committee's policies and procedures checklist.

  12. To conduct an annual performance evaluation of the Committee.

The Committee shall meet separately at least quarterly with management, with the internal corporate audit staff and also with the Company's independent auditors.

The Committee shall have authority to retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms. The Company will provide for appropriate funding, as determined by the Committee, for the payment of compensation to the independent auditor and any advisors employed by the Committee pursuant to the first sentence of this paragraph and the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee shall report regularly to the Board of Directors on its committee meetings. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval. The Committee shall publicly disclose its charter and any amendments thereto on the Company's website and/or as otherwise required by the SEC or NYSE.

Audit and Finance Committee Memberships - Members of the Committee should not serve on more than two additional audit committees of other public companies. Existing relationships exceeding these limits may continue in place provided that the Board of Directors determines that such relationships do not impair the member's ability to serve effectively on the Committee.

Revised and Approved: January 30, 2004.







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