2004 Committee Charter : CHG

PURPOSE:

The purpose of the Audit Committee is to assist the Board of Directors in
its oversight of (a) the accounting and financial reporting processes of the
Company, and (b) the auditing of the financial statements of the Company.
Specifically, the Committee shall assist the Board in overseeing:

o the integrity of the Company's financial statements;

o the Company's compliance with legal and regulatory requirements
regarding accounting, auditing and financial reporting;

o the independent auditor's qualifications and the independence of the
Company's independent auditor;

o the performance of the Company's independent auditor; and

o the performance of the Company's internal audit function.

In addition, the Committee shall prepare the Audit Committee Report that is
required by the rules of the Securities and Exchange Commission ("SEC") to be
included in the annual proxy statement of the Company.


COMMITTEE MEMBERSHIP:

The Audit Committee shall be comprised of no fewer than three (3) members
of the Board.

The members of the Audit Committee shall be appointed by the Board annually
for terms of one year, after receipt by the Board from the Governance and
Nominating Committee of recommendations regarding persons to be appointed to the
Committee.

The Chair of the Audit Committee shall be appointed by the Board annually
for a term of one year, after receipt by the Board from the Governance and
Nominating Committee of a recommendation regarding the person to be appointed as
Chair of the Committee.

Each member of the Audit Committee, including the Chair of the Committee,
shall serve at the discretion of the Board.

Each member of the Audit Committee shall meet:

(i) the independence requirements of the listing standards of the New
York Stock Exchange;

(ii) the non-employee director definition of Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended; and

(iii) the qualifications for service as a Director of the Company as set
forth in Section 3 of the Company's Governance Guidelines.

Each member of the Audit Committee shall be financially literate. At least
one member of the Audit Committee shall be an "audit committee financial expert"
within the meaning of applicable Securities and Exchange Commission and New York
Stock Exchange rules in effect from time to time (the "SEC Rules" and the "NYSE
Rules").

The Board of Directors shall determine whether any members of the Audit
Committee, and any candidates for membership on the Audit Committee, are audit
committee financial experts within the meaning of the term asit is defined by the Sarbanes Oxley Act of 2002 and the applicable SEC Rules.
The Board shall review these determinations on an annual basis.

The Board of Directors shall determine whether each member of the Audit
Committee, and any candidate for membership on the Audit Committee, is
financially literate. The Board shall review these determinations with respect
to members of the Audit Committee on an annual basis. The meaning of the
qualification of financial literacy shall be determined by the Board in the
exercise of its business judgment.

No member of the Audit Committee may serve simultaneously on the audit
committee of more than two other public companies.


MEETINGS:

The Audit Committee shall meet at least quarterly, and at such other
times as it deems necessary to fulfill its duties. The Audit Committee shall
meet separately and periodically in executive sessions with management, with the
internal auditor and with the independent auditor. Reports of Audit Committee
meetings and of any actions taken by the Audit Committee shall be made by the
Committee Chairman or his or her designee to the Board at its next regularly
scheduled meeting following the Audit Committee's meeting or action. As a matter
of general practice, and subject to the discretion of the Audit Committee, the
Chair of the Audit Committee normally informs the Executive Chairman of the
Board and the President and Chief Executive Officer on a reasonably prompt basis
about the substance of discussions that took place in the periodic executive
session meetings with management, with the internal auditor and with the
independent auditor.


AUTHORITY AND RESPONSIBILITY:

(i) The Audit Committee shall directly appoint, retain, compensate,
evaluate and, when appropriate, terminate the Company's independent
auditor;

(ii) The Audit Committee shall resolve any disagreement between
management and the Company's independent auditor regarding financial
reporting;

(iii) The Company's independent auditor shall report directly to the Audit
Committee;

(iv) The Audit Committee shall pre-approve all auditing and permitted
non-audit services performed by the Company's independent auditor;

(v) The Audit Committee shall establish procedures for the receipt,
retention and treatment of complaints from employees and others of
the Company on accounting, internal accounting controls or auditing
matters, as well as for confidential, anonymous submissions by
Company employees of concerns regarding questionable accounting or
auditing matters;

(vi) The Audit Committee shall obtain advice and assistance from outside
legal, accounting or other advisors as it deems necessary to carry
out its duties;

(vii) The Audit Committee shall receive appropriate funding, as determined
by the Audit Committee, from the Company for payment of compensation
to the outside legal, accounting or other advisors employed by the
Audit Committee;

(viii) The Audit Committee shall, at least annually, obtain and review a
report by the Company's independent auditor describing: (a) the
firm's internal quality-control procedures; (b) 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; and (c) all
relationships between the independent auditor and the company (to
assist the Committee in assessing the independent auditor's
independence);

(ix) The Audit Committee shall discuss the annual audited financial
statements and quarterly financial statements with management and
with the independent auditor, including the Company's disclosures
under "Management's Discussion and Analysis of Financial Condition
and Results of Operations;"

(x) The Audit Committee shall discuss earnings releases, as well as
financial information and earnings guidance provided to analysts and
rating agencies. The Audit Committee's discussion of earnings
releases as well as financial information and earnings guidance may
be general in nature (i.e., discussion of the types of information
to be disclosed and the types of presentation to be made). The Audit
Committee need not discuss in advance each earnings release or each
instance in which the Company provides financial information or
earnings guidance to analysts, rating agencies or the public;

(xi) The Audit Committee shall discuss policies with respect to risk
assessment and risk management;

(xii) The Audit Committee shall review with the independent auditor any
audit problems or difficulties and management's response;

(xiii) The Audit Committee shall set clear hiring policies for employees or
former employees of the independent auditor; and

(xiv) The Audit Committee shall evaluate the Committee's performance and
the performance of individual Committee members at least annually.


PROCEDURES:

In accordance with Section 3.3 of the Company's By-Laws, the Audit
Committee may operate according to such procedures as it deems expedient for
carrying out its responsibilities. In this connection, the Audit Committee
shall, at a minimum, follow the following procedures:

1. INDEPENDENT AUDITOR

(a) AUDIT PLAN--The Committee shall review the independent auditor's annual
audit plan (including the scope of the audit and the quarterly reviews)
and shall discuss with the independent auditor any significant changes
required in the annual audit plan.

(b) REVIEW OF AUDIT ISSUES--The Committee shall review with the independent
auditor and, as appropriate under the circumstances, with the internal
auditor and/or with management:

o all critical accounting policies and practices to be used;

o any alternative treatments of financial information within GAAP
that have been discussed with management, ramifications of the use
of such alternative treatments and the treatment preferred by the
independent auditor; and

o all other material written communications between the independent
auditor and the management of the Company.

(c) COMPETENCE OF INDEPENDENT AUDITOR--Once each year (and otherwise as the
Chair may consider appropriate) the Committee shall review and evaluate
the qualifications and performance of the independent auditor:

o this review shall include an evaluation of the lead partner of the
independent auditor.

(d) INDEPENDENCE OF INDEPENDENT AUDITORS--Once each year (and otherwise as
the Chair may consider appropriate), the Committee shall review and
evaluate the independence of the independent auditor, including a
review of the services provided by the independent auditor and related
fees. As part of this process:

o The Committee shall require the independent auditor to report
periodically in writing on all its relationships with the Company
and its management, as well as the firm's compliance with all
independence requirements under applicable professional standards,
SEC Rules and NYSE Rules. TheCommittee shall discuss any potential independence issues raised in
the report with the Board and recommend actions that it deems
appropriate to maintain adequate auditor independence.

o The Committee shall require management to report at least annually
in writing regarding compliance with the Company's policy
prohibiting hiring of members of the independent auditor engagement
team for positions with a financial reporting oversight role.

2. FINANCIAL STATEMENTS AND DISCLOSURES

(a) FINANCIAL STATEMENTS--In connection with its review of the Company's
annual audited financial statements and quarterly financial statements,
the Audit Committee shall make a recommendation to the Board with
respect to the appropriateness of the financial statements for
inclusion in the Company's Annual Report and in the Company's Quarterly
Reports.

(b) ACCOUNTING DISCLOSURES AND RELATED MATTERS--At the completion of the
annual audit and at such other times as the Committee may deem
appropriate, the Committee shall review with the independent auditor,
with management and/or with the internal auditor, as appropriate:

o major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Company's selection or application of accounting principles, and
major issues as to the adequacy of the Company's internal controls
and any special audit steps adopted in light of material control
deficiencies;

o analyses prepared by management and/or the independent auditor
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;

o the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures on the financial statements of the
Company; and

o the general types of information to be disclosed, and the general
types of presentations to be made, in earnings press releases
(paying particular attention to any use of "pro forma," or
"adjusted" non-GAAP information), and in financial information and
earnings guidance provided to analysts, rating agencies and the
public.

(c) INTERNAL CONTROL OVER FINANCIAL REPORTING--Periodically, as
appropriate, the Committee shall review with management, the
independent auditor, and/or with the internal auditor as appropriate:

o any significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting;

o any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal control over financial reporting; and

o any significant changes in internal control over financial
reporting that has materially affected, or is reasonably likely to
materially affect, the internal control over financial reporting;
and

o the Management's Annual Report on Internal Control Over Financial
Reporting prepared by management pursuant to the requirements of
SEC Regulation S-K, Item 308(a).

3. INTERNAL AUDITOR

(a) INTERNAL AUDIT PLAN AND FINDINGS--The Audit Committee shall review and
approve at least annually the internal audit plan of the internal
auditor and shall discuss significant findings made by the internal
auditor.

(b) ORGANIZATION--The Audit Committee shall review and approve at least
annually the responsibilities, budget and staffing of the internal
audit function.

4. OTHER

(a) In addition to the responsibilities and duties described in this
Charter, the Audit Committee shall undertake such other duties as the
Board delegates to it.

(b) In carrying out its responsibilities and duties, the Audit Committee
may authorize or conduct investigations regarding any matter within the
scope of its authority, responsibilities and duties.

(c) Unless otherwise authorized by an amendment to this Charter, the Audit
Committee may not delegate any of its authority to any subcommittee.

(d) This Charter shall govern the operations and procedures of the Audit
Committee.

(e) The Audit Committee shall review and re-examine this Charter annually
and make recommendations to the Board for any proposed changes.