2003 Committee Charter : EMR

ORGANIZATION

This charter governs the operation of the Audit Committee (the
"Committee"). The Committee shall review and reassess the adequacy of this
charter at least annually and obtain the approval of the Board of Directors
for any proposed changes to the charter. The Committee and its Chair shall
be appointed by the Board of Directors, to serve at the discretion of the
Board, and shall be comprised of at least three Directors, each of whom
meets the independence requirements set forth in applicable rules of the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange
("NYSE"). All Committee members shall be financially literate, and at least
one member shall be an "audit committee financial expert" as that term is
defined by applicable rules of the SEC.

MEETINGS

The Committee shall meet regularly, or more frequently as the Committee
as a whole or the Chair may from time to time determine to be appropriate.
At all meetings of the Committee a majority of the Committee members shall
be necessary to constitute a quorum for the transaction of business.
Members of the Committee may participate in meetings by means of conference
telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and such participation
shall constitute presence in person at the meeting. The Committee may also
act as otherwise permitted by law or the Company's Bylaws.

STATEMENT OF POLICY

The Audit Committee shall assist the Board in providing oversight of
the systems and procedures relating to the integrity of the Company's
financial statements, the Company's financial reporting process, its
systems of internal accounting and financial controls, the internal audit
process, the annual independent audit process of the Company's annual
financial statements, the Company's compliance with legal and regulatory
requirements and the qualification and independence of the Company's
primary independent audit firm (the "Auditor"). The Committee is not
responsible for the implementation of the foregoing activities. Such
implementation is the sole responsibility of management. In discharging its
oversight role, the Committee is empowered to investigate any matter
brought to its attention with full access to all books, records,
facilities, and personnel of the Company and authority to engage
independent legal, accounting or other advisors as it deems necessary to
carry out its duties, at Company expense.

Management and the Auditor are responsible for planning and conducting
audits and determining that the audited financial statements are complete,
accurate and in accordance with U. S. Generally Accepted Accounting
Principles. The Committee, in carrying out its oversight responsibilities,
shall discuss with the Auditor and management their respective judgments
regarding the quality and the acceptability of the Company's financial
reporting.

RESPONSIBILITIES AND PROCESSES

The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities:

Independent Auditor
-------------------

* The Auditor reports directly to the Committee. Annually, the
Committee shall evaluate and appoint the Auditor. The Committee shall
have the sole authority to select, evaluate and, where it deems
appropriate, replace or rotate the Auditor. The Committee shall
receive from the Auditor an annual report on (1) the Auditor's
quality control procedures, (2) any material issues raised by the
most recent internal quality control review, or peer review, of the
Auditor, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, with
respect to audits carried out by the Auditor, (3) as necessary, the
timetable for the rotation of partners under legal requirements, (4)
all relationships between the Auditor and the Company, and (5) such
other reports as the Committee deems appropriate from the Auditor
regarding the Auditor's independence, and discuss with the Auditor such reports
and the matters included in the written disclosures required by the
Independence Standards Board Standard No. 1. If necessary, the
Committee shall take appropriate action with respect to the
independence of the Auditor.

* The Committee shall pre-approve all audit and non-audit services (and
related fees) provided by the Company's Auditor, as outlined below,
and implement procedures so that the Auditor does not perform any
service that is prohibited under the NYSE and SEC rules.

Audit Fees:
-----------

Annually, the Committee will review and approve the audit services and
the estimated audit fees for the following fiscal year. The
projections will be updated quarterly and the Committee will
pre-approve any amounts exceeding the original estimates.

Non-Audit Services and Fees:
----------------------------

Annually, and otherwise as necessary, the Committee will review and
approve all non-audit services and the estimated fees for such
services for the current fiscal year. For recurring services such as
employee benefit plans, tax compliance, due diligence, expatriate tax
returns, internal control reviews, statutory filings and
import/export reviews, the Committee will review and approve the
services and estimated total fees therefor by category of service.
The projections will be updated quarterly and the Committee will
pre-approve any amounts exceeding the original estimates. For
non-recurring services such as tax or other consulting, the Committee
will review and approve the services and estimated fees by category
of service and all individual projects exceeding an amount determined
by the Committee from time to time. The projections will be updated
quarterly and the Committee will pre-approve any amounts exceeding
the original estimates and any new projects exceeding an amount
determined by the Committee from time to time.

Approval Matrix:
----------------

Should an engagement need pre-approval before the next Committee
meeting, authority to grant such approval is delegated to the Audit
Committee Chairman. Such approval will be reviewed with the entire
Committee at the next quarterly meeting.

* The Committee shall monitor management's compliance with the
following hiring policy for employees and former employees of the
Auditor. The Company shall not hire an employee or former employee of
the Auditor who has provided audit, review, or attest services for
the Company during the last two previous fiscal years into an
"accounting role or financial reporting oversight role" as defined by
the SEC. This definition includes the following Corporate positions:
Members of the Board of Directors, Chief Executive Officer,
President, Chief Financial Officer, Chief Operating Officer, General
Counsel, Chief Accounting Officer, Controller, Director of Internal
Audit, VP of Internal Audit, Director of Financial Reporting, and
Treasurer.

Internal Controls and Audit Process
-----------------------------------

The audit function is designed to provide a check that a system of
internal controls is maintained throughout the Company which protects the
assets of the Company and provides the proper authorization and recording
of transactions such that the financial information is reliable and
materially accurate; and financial statements fairly present, in all
material respects, the financial condition and results of operations of the
Company in accordance with U. S. Generally Accepted Accounting Principles
("GAAP").

* The Committee shall discuss with the internal auditors and the
Auditor the overall scope and plans for their respective audits.
Also, the Committee shall discuss with management, the internal
auditors and the Auditor the adequacy and effectiveness of the
Company's accounting and financial controls.

The Committee shall discuss with the Auditor the responsibilities,
budget and staffing of the Company's internal audit department.

The Committee shall review with management the Company's major
financial risk exposures and the steps management has taken to
monitor, mitigate and control such exposures.

Annual Audit and Quarterly Reviews
----------------------------------

* The Committee will discuss with the Auditor the results of the annual
audit and quarterly reviews, the Company's critical accounting
policies and practices, all alternative treatments within GAAP
discussed with management (including ramifications of use of
alternatives, and the preferred method of the Auditor), other written
material communication (including any management letter or schedule
of unadjusted differences), any audit problems or difficulties and
management's response, and any other matters required to be
communicated to the Committee by the Auditor under Generally Accepted
Auditing Standards.

Financial Reporting
-------------------

* The Committee shall review with management and the Auditor the
audited financial statements to be included in the Company's Annual
Report on Form 10-K, and the Company's quarterly financial
statements, including any disclosure by the Company under
"Management's Discussion and Analysis of Financial Condition and
Results of Operations." Based on these reviews, the Committee shall
annually report to the Board whether the Committee recommends
inclusion of the audited financial statements in the Company's Annual
Report and Form 10-K.

* The Committee shall discuss the types of information to be included
in, and the type of presentation of, earnings press releases and
financial information and earnings guidance provided to analysts and
ratings agencies. The Committee shall be informed by management of
financial information and earnings guidance that have been provided
to analysts and ratings agencies.

Proxy Report
------------

* The Committee shall approve the report of the Committee required to
be included in the Company's annual proxy statement by the rules of
the Securities and Exchange Commission.

Other Responsibilities
----------------------

* The Committee shall establish procedures for the receipt, retention
and treatment of complaints made to the Company, by employees and
non-employees, regarding accounting, internal accounting controls or
auditing matters and for the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters.

* At least quarterly, the Committee shall meet separately with
representatives from the Auditor, the internal auditors and
management.

Other Matters
-------------

* The Committee and its members shall have unrestricted access to
management. The Committee shall have sole discretion, in its areas of
responsibility, at Company expense, to retain and terminate
independent advisors, including sole authority to approve the fees
and retention terms for such advisors, if it shall determine the
services of such advisors to be necessary or appropriate. Should any
member of the Committee believe that participation of management or
independent advisors in any discussion of a particular subject at any
meeting would be advisable, they are free to make such request.

* The Committee may, when appropriate in its discretion, delegate
authority with respect to specific matters to one or more members,
provided that all decisions of any such members are presented to the
full Committee at its next scheduled meeting.

REPORTS TO BOARD AND PERFORMANCE EVALUATION

The Committee shall report to the Board of Directors regularly
regarding issues that arise in connection with the performance of its
responsibilities outlined herein, including, but not limited to, issues
that arise with respect to the quality or integrity of the Company's
financial statements, the Company's compliance with legal or regulatory
requirements, the performance and independence of the Auditor or the
performance of the internal audit function. The Committee shall perform an
annual evaluation of its performance.