2003 Committee Charter : ORB





The primary purpose of the Audit and Finance Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibility by reviewing the financial reports and other financial information of the Company, the Company's systems of internal controls regarding finance, accounting and compliance that management and the Board have established, and the Company's auditing, accounting and financial reporting processes generally.


The Committee shall be comprised of three or more directors as determined and appointed by the Board, each of whom shall meet the independence and experience requirements of the New York Stock Exchange.

The Audit and Finance Committee shall make regular reports to the Board.


In meeting its responsibilities, the Committee shall:

1. Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company's financial statements.

2. 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 an analysis of the effect of alternative GAAP methods on the Company's financial statements and a description of any transactions as to which management obtained a report from the independent auditor on the application of accounting principles (Statement on Auditing Standards No. 50 letter).

3. Review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.

4. Review with management and the independent auditor the Company's quarterly financial statements prior to the release of the Company's financial results and filing of the Company's quarterly reports on Form 10-Q, including the results of the independent auditors' reviews of the quarterly financial statements.

5. Meet periodically with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

6. Recommend to the Board the appointment of the independent auditor, which firm is ultimately accountable to the Committee and the Board, approve the compensation of the independent auditor, review the experience and qualifications of the senior members of the independent auditor team, review the quality control procedures of the independent auditor, review the performance of the independent auditor, and, if so determined by the Committee, recommend that the Board replace the independent auditor.

7. Approve the retention of the independent auditor for any non-audit services and the fees to be paid in connection with such services.

8. Receive periodic reports from the independent auditor regarding the auditor's independence, discuss such reports with the auditor, and if so determined by the Committee, recommend that the Board take appropriate action to satisfy itself of the independence of the auditor.


* Amended and restated April 25, 2002.


9. Discuss with the independent auditor the matters relating to the conduct of its audit as required by Statement on Auditing Standards No. 61.

10. Meet with the independent auditor to review the planning and staffing of the annual audit.

11. Obtain from the independent auditor assurance that it will inform the Company's management concerning any information coming to the auditor's attention indicating that an illegal act has or may have occurred, and assure that such information has been conveyed, as appropriate, to the Audit Committee.

12. Following completion of the annual audit, review separately with each of management, the independent auditor and the internal auditor any problems or difficulties encountered during the course of the audit, including any restriction on the scope of work or access to required information.

13. Review any significant disagreements among management, the independent auditor or the internal auditor in connection with the preparation of the financial statements.

14. At the discretion of the Audit Committee, discuss with the independent auditor's national office issues on which it was consulted by the Company's audit team and matters of audit quality and consistency.

15. Review the appointment and replacement of the senior internal auditor, and review and approve, in advance, any internal audit services to be performed by the independent auditor.

16. Approve the hiring by the Company of any person who is an employee of the Company's independent auditor.

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

18. In consultation with the independent auditor and the internal auditor, review the integrity of the Company's financial reporting processes. Consider and approve, if appropriate, major changes to the Company's auditing and accounting principles and practices as suggested by the independent auditor, internal auditor or management.

19. Maintain independent communication and exchange of information and meet quarterly with the chief financial officer, the internal auditor and the independent auditor in separate sessions.

20. Review with the Company's counsel legal compliance matters and matters that could have significant impact on the Company's financial statements, and review with management compliance with the Company's Standards of Conduct.

21. Investigate any matter brought to the Committee's attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, that is appropriate.

22. Review with management and, as appropriate, the independent auditor any correspondence with regulators or governmental agencies, employee complaints or published reports that raise material issues regarding the Company's financial statements or accounting policies.

23. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

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