2004 Committee Charter : GMT

1. Purpose of the Committee: The Audit Committee shall assist the Board of
Directors in its oversight of the integrity of the Company's financial
statements, the Company's compliance with legal and regulatory requirements,
the Independent Auditor's qualifications and independence, and the
performance of the Company's internal audit function and Independent Auditors
and procedures. The Audit Committee shall prepare the report that the SEC
rules require be included in the Company's annual proxy statement.

2. Committee Membership: The membership of the Audit Committee shall consist of
at least three members of the Board of Directors who shall serve at the
pleasure of the Board of Directors. The Audit Committee members and the
Committee Chair shall be designated by the full Board of Directors upon the
recommendation of the Corporate Governance Committee.

3. Meetings and Procedures: The Committee shall meet as often as it deems
appropriate, but no less frequently than four (4) times per year. The Audit
Committee shall fix its own rules of procedure, which shall be consistent
with the bylaws of the Company and this Charter. The chair of the Committee,
or a majority of the members of the Committee, may call a special meeting.
The presence of not less than one-third of the number of members of the
Committee or two members, whichever shall be greater shall constitute a
quorum. The Committee may ask members of management or the Company's outside
counsel or Independent Auditors to attend its meetings and provide pertinent
information as necessary. The Audit Committee shall meet periodically with
management, the internal auditors and the independent auditors in separate
executive session as may be required. Following each of its meetings, the
Committee shall deliver a report on the meeting to the Board of Directors,
including a description of all actions taken by the Committee.

4. Member Qualifications: The members of the Audit Committee shall meet the
independence and experience requirements of the New York Stock Exchange,
Section 10A(m)(3) of the Securities and Exchange Act of 1934 (the "Exchange
Act"), and the rules and regulations of the Securities and Exchange
Commission (the "Commission").

5. Authority, Duties and Responsibilities: The duties and responsibilities of
the Committee shall include the following:

Retention of Auditors

a. To retain and terminate (subject to ratification by the shareholders
of the Company) the Company's independent auditors. The Audit
Committee shall be directly responsible for the compensation and
oversight of the work of the independent auditor (including the
resolution of any disagreements between management and the
independent auditor regarding financial reporting).

b. The independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all auditing services and
permitted non-audit services (including the fees and terms thereof)
to be performed for the company by its independent auditor, subject
to the de minimis exception for non-audit services described in
Section 10A(i)(1)(B) of the Exchange Act which are approved by the
Audit Committee prior to the completion of the audit.

Financial Statement and Disclosure Matters

c. To review and discuss with management and the independent auditor the
annual audited financial statements, including the disclosures made
in management's discussion and analysis, and recommend to the Board
whether the audited financial statements should be included in the
Company's Annual Report on Form 10-K.

d. To review and discuss with management and the independent auditor the
Company's quarterly financial statements prior to the filing of its
Quarterly Report on Form 10-Q, including the results of the
independent auditor's review of the quarterly financial statements.

e. To discuss with management and the independent auditor significant
financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including any
analyses prepared by either in connection therewith. Prior to
finalizing and filing the Annual Report on Form 10-K, the Audit
Committee should review the selection, application and disclosure of
critical accounting policies and the criteria used by management in
its selection of the accounting principles and methods. Among the
items the Audit Committee may want to review with the independent
auditor are: any accounting adjustments that were noted or proposed
but were passed (as immaterial or otherwise), any communication with
the firm's national office respecting auditing or accounting issues
presented by the engagement, and any material communications from the
independent auditor, including any "management" or "internal control"
letter issued, or proposed to be issued, by the audit firm to the
Company.

f. To discuss with management and the independent auditor all
alternative GAAP treatments for policies and practices relating to
material items that have been discussed by the independent auditor
with management, including the ramifications of the use of such
alternative treatments and the treatment preferred by the independent
auditor.

g. Discuss with management and the independent auditor the effect of
regulatory and accounting initiatives, as well as off-balance sheet
structures, on the financial statements of the Company.

h. Discuss with management the Company's earnings press releases (paying
particular attention to any use of "pro forma" or "adjusted" non-GAAP
information), as well as earnings guidance provided to analysts and
rating agencies. Such discussion may be done generally (consisting of
the types of information to be disclosed and the types of
presentation to be made).

i. To discuss with the independent auditor matters required to be
discussed by the Statement on Auditing Standards No. 61 relating to
the conduct of the audit, including any difficulties encountered in
the course of the audit work, any restrictions on the scope of
activities or access to requested information, and any significant
disagreements with management.

j. No less frequently than quarterly, to receive and review the reports
of the Company's Chief Executive Officer and Chief Financial Officer
regarding any significant deficiencies in the design or operation of
internal controls that could adversely affect the Company's ability
to record, process or report financial data and any material weakness
in internal controls, and any fraud (irrespective of how material)
involving an employee who has a significant role in the Company's
internal controls. The Audit Committee should discuss with management
and the independent auditor major issues as to the adequacy of
internal controls and any measures taken in response thereto.

k. To review with management the Company's major financial risk
exposures with particular attention as to how such matters are
reflected in the Company's financial statements and


related reporting. The Audit Committee shall discuss with management
the steps management has taken to monitor and control such exposure.

Oversight of the Independent Auditor

l. The Audit Committee shall meet regularly with the independent auditor
independently of management to review any audit problems or
difficulties the auditor encountered in the course of the audit work,
including any restrictions on the scope of the auditor's activities
or on access to requested information, and any significant
disagreements with management and management's response thereto.

m. Not less than annually, to obtain and review a report by the
independent auditor describing: the firm's internal quality control
procedures, 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 (5) years respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and (to assess the auditor's independence) all relationships
between the independent auditor and the Company.

n. To receive and review reports from the Company's independent auditors
regarding the auditor's independence, and all relationships between
the independent auditor and the Company. The Committee shall discuss
such reports with the auditors and shall consider whether the
provision of approved non-audit services is compatible with
maintaining the auditor's independence.

o. To periodically evaluate the quality of the audit services provided
by the independent auditor, including an evaluation and review of the
lead partner of the independent auditor. The Audit Committee shall
present its conclusions in this regard to the full Board of
Directors.

p. To ensure rotation of the lead, concurring and "audit partners" as
required by the Commission's rules.

q. To receive and review the independent auditor's report on the
assessment made by management as to the effectiveness of the
Company's internal control structure and procedures for financial
reporting.

r. Recommend to the Board policies for the Company's hiring in a
financial oversight role, employees or former employees of the
independent auditor who participated in any capacity in the audit of
the Company.

Internal Audit / Conduct

s. To meet periodically with the Director of Internal Audit
independently of management. The Audit Committee shall review the
organizational structure and qualifications of the members of the
internal audit department. The review should also include discussion
of the responsibilities, budget and staffing of the Company's
internal auditors and any significant changes thereto. The Audit
Committee shall review the internal audit plan for the year, and any
material changes to such plan, with management and the Director of
Internal Audit, any significant findings and management's responses
thereto. The Audit Committee shall review any difficulties
encountered by the internal auditors in the course of their audits,
including any restrictions on the scope of their work or access to
required information.

t. To establish procedures under guidance issued by the Commission for
(i) the receipt and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing
matters, and (ii) the confidential, anonymous submission by


employees of the Company of concerns regarding questionable
accounting or auditing matters.

u. To investigate any matter brought to the attention of the Committee
within the scope of its duties and responsibilities, and in that
regard, shall have the authority to obtain advice and assistance from
outside legal, accounting and other advisors where considered
appropriate.

Performance Evaluation

v. To conduct an annual performance evaluation of its own effectiveness,
and in this regard the Committee shall report the results of its
evaluation to the Board of Directors, including any recommended
amendments to this Charter, and any recommended changes to the
policies and procedures of the Committee.

6. Delegation of Authority: The Audit Committee may form and delegate
authority to subcommittees consisting of one or more members when
appropriate, including the authority to grant pre-approvals of audit
and permitted non-audit services, provided that decisions of such
subcommittee to grant pre-approvals shall be presented to the full
Audit Committee.

7. Management Responsibility: While the Audit Committee has the
responsibilities and authority 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. These are the responsibilities of management and the
Company's independent auditor.