Purpose:
Acting pursuant to Section 141 of the Delaware General Corporation Law and Section 1 of Article IV of the Company's Bylaws, the Board of Directors has established an Audit Committee, which shall be charged with the responsibility of assisting the Board of Directors in fulfilling its fiduciary responsibilities to provide oversight with respect to (a) the integrity of the Company's financial statements and other financial information provided to stockholders and others, (b) the Company's system of internal controls, (c) the engagement and performance of the independent auditors, (d) the performance of the internal audit function and (e) compliance with legal requirements and Company policies regarding ethical conduct. In so doing the Committee will provide a focal point for free and open communications among independent directors, the Company's management, the internal auditors and the independent auditors.

Membership:
The Committee will consist of a minimum of three members of the Board of Directors, all of whom shall be "independent" under the standards set forth in the Company's Corporate Governance Principles, as well as under any additional or supplemental independence standards applicable to audit committees established under any applicable law, rule or regulation. All such members will be financially literate, with at least one member possessing accounting or financial management expertise and other qualifications necessary to satisfy the requirements of a "financial expert," as set forth in applicable laws, rules or regulations. The members of the Committee are recommended by the Governance and Nominating Committee and are appointed by and serve at the discretion of the Board of Directors.

Responsibilities
The responsibilities of the Committee shall include:

External Audit:

1.       Appointing, retaining, replacing, compensating and overseeing the work of the independent audit firm, which shall report to, and be directly accountable to, the Committee.

2.       Reviewing annually with the independent auditors and management of the Company the scope and general extent of the proposed audit.

3.       Reviewing and assuring the independence of the independent auditors. This review shall cover and include services, fees, quality control procedures and a formal written statement from the independent auditors regarding relationships between the independent auditors and the Company, consistent with Independence Standard Board Standard No. 1.

4.       Pre-approving all audit and permitted non-audit services to be performed by the independent auditors.

5.       Discussing with the independent auditors the matters required to be discussed by Statement on Accounting Standards No. 61 relating to the conduct of the audit.

6.       Reviewing any problems or difficulties encountered by the independent auditors during the course of the audit.

7.       Reviewing the use of independent public accountants other than the appointed independent auditors.

8.       Establishing policies for the hiring of employees and former employees of the independent auditor.

Financial Statements and Reporting:

1.       Reviewing and discussing with management and the independent auditors the Company's accounting and financial reporting policies and practices, including any significant changes. This shall include consideration of alternative accounting treatments, significant estimates and judgments, as well as a review of the quality and acceptability of such accounting and reporting policies and practices.

2.       Reviewing with management and the independent auditors the effect of new or proposed auditing, accounting and reporting standards and management's plan to implement required changes.

3.       Reviewing and discussing with management, the independent auditors and the Vice President of Internal Audit significant risks and exposures to the Company and the steps management has taken to minimize or manage such risks.

4.       Reviewing with the independent auditors and management the results of the independent auditors' review of the quarterly financial statements, including management's discussion and analysis and any significant accounting or disclosure issues, prior to filing Quarterly Reports on Form 10-Q with the Securities and Exchange Commission.

5.       Reviewing the annual audited financial statements, including management's discussion and analysis, and the results of the audit for each fiscal year of the Company with the independent auditors and appropriate management representatives, and recommending to the Board inclusion of the financial statements in the Company's Annual Report on Form 10-K to be filed with the Securities and Exchange Commission.

6.       Reviewing the disclosures made by the Chief Executive Officer and the Chief Financial Officer in connection with their required certifications accompanying the Company's periodic reports to be filed with the Securities and Exchange Commission, including disclosures to the Committee of (a) significant deficiencies in the design or operation of internal controls, (b) significant changes in internal controls and (c) any fraud involving management or other employees who have a significant role in the Company's internal controls.

7.       Reviewing and discussing the Company's quarterly financial results and related press release with management and the independent auditors prior to the release of such information to the public.

Internal Controls:

1.       Reviewing with management, the Vice President of Internal Audit and the independent auditors the adequacy of the Company's internal controls, including computerized information system controls and security.

2.       Reviewing with management the scope and results of management's evaluation of disclosure controls and assessment of internal controls over financial reporting, including the related certifications to be included in the Company's periodic reports filed with the Securities and Exchange Commission.

3.       Reviewing with the independent auditors the scope and results of their review of management's assessment of internal controls over financial reporting.

Internal Audit:

1.       Reviewing with the Vice President of Internal Audit the proposed scope and plan for conducting internal audits of Company operations and obtaining reports of significant findings and recommendations, together with management's corrective action plans.

2.       Ensuring the internal audit function has sufficient authority, support and access to Company personnel, facilities and records to carry out its work without restrictions or limitations.

3.       Reviewing the internal audit function of the Company, including its charter, plans, activities, staffing and organizational structure.

4.       Reviewing progress of the internal audit program, key findings and management's action plans to address findings.

5.       Reviewing and agreeing with the appointment, replacement or dismissal of the Vice President of Internal Audit.

Compliance:

1.       Periodically reviewing the Company's policies with respect to legal compliance, conflicts of interest and ethical conduct.

2.       Ensuring the adequacy of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters, including the confidential submission of complaints by employees regarding such matters.

3.       Recommending to the Board of Directors any changes in ethics or compliance policies that the Committee deems appropriate.

Other Responsibilities:

1.       Approving all related party transactions, as defined by applicable law, rules or regulations.

2.       Preparing the Committee report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

3.       Conducting annually a self-assessment with the goal of continuing improvement.

4.       Reviewing and assessing the adequacy of this Charter, which shall be included in the Company's annual proxy statement at least once every three years.

In addition to the above responsibilities, the Committee will undertake such other duties as the Board of Directors delegates to it, and will report periodically to the Board regarding the Committee's examinations and recommendations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of 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. That is the responsibility of management and the independent auditors.

Resources and Authority:
The Committee shall have the resources and authority to discharge its responsibilities, including the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide funding, as determined by the Committee, for payment of compensation to the independent auditors, as well as for any independent advisors or administrative support employed by the Committee.

Meetings and Reports:
The Committee shall hold regular meetings at least four times each year generally in conjunction with the regularly scheduled meetings of the Board of Directors, shall hold meetings four times each year in connection with the release of the Company's quarterly financial results and shall hold such special meetings as the Chair of the Committee or the Chairman of the Board may direct. From time to time, the Committee shall meet separately and privately with the independent auditors, with the Vice President of Internal Audit and with management to discuss matters warranting attention or private consideration by the Committee.

The Committee shall maintain written minutes of its meetings, which will be filed with the minutes of the Board of Directors. At each regularly scheduled meeting of the Board of Directors, the Chair of the Committee shall provide the Board of Directors with a report of the Committee's activities and proceedings.