2003 Committee Charter : PSUN

As of: 3/27/2003


PACIFIC SUNWEAR OF CALIFORNIA, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

1. Role and Independence

The Audit Committee assists the board of directors in fulfilling its responsibility for oversight of the accounting, auditing and reporting practices of the Company and other such duties as directed by the board. In discharging its role, the Audit Committee is empowered to investigate any matter brought to its attention.

The Audit Committee will be comprised of three or more directors of the Company's board of directors. The members of the Audit Committee will be directors who are free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment, and who meet the director independence and knowledge requirements for serving on audit committees as set forth in the corporate governance standards of NASDAQ. The board of directors or the Audit Committee shall appoint one member of the Audit Committee as chairperson, who shall be responsible for leadership of the committee. The members of the Audit Committee will be appointed by and serve at the discretion of the board of directors.

2. Independent Public Accountants.

The Audit Committee will:

(a) Be solely responsible for the appointment, compensation and oversight of the work of the independent public accountants (including resolution of disagreements between management and the independent public accountant regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and, where appropriate, terminate and replace such firm. Such independent public accountants will report directly to and be ultimately accountable to the Audit Committee. [Sarbanes-Oxley 301; Summary of NASDAQ Corporate Governance Proposals as of November 20, 2002 ("NASDAQ Proposals").]

(b) Review, evaluate and approve the annual engagement proposal of the independent public accountants (including the proposed scope and approach of the annual audit).

(c) Pre-approve all auditing services and all non-auditing services to be performed by the independent public accountants. The independent public accountants shall not be retained to perform the prohibited non-audit functions listed on Exhibit A. Such pre-approval can be given as part of the Audit Committee's approval of the scope of the engagement of the independent public accountants or on an individual basis. The pre-approval of non-auditing services can be delegated by the Audit Committee to one or more of its members, but the decision must be presented to the full Audit Committee at the next scheduled meeting. [Sarbanes-Oxley 201, 202; NASDAQ Proposals.]

(d) Set hiring policies for employees and former employees of the independent public accountants.

(e) Review with the independent public accountants any audit problems or difficulties the independent public accountants may have encountered and management's responses, including:


(i) any restrictions on the scope of activities or access to requested information and
(ii) any recommendations made by the independent public accountants as a result of the audit.

(f) Review and approve all related-party transactions. [NASDAQ Proposals.]

3. Reliance; Experts.

(a) The Audit Committee has the power, in its sole discretion, to retain at the Company's expense such independent counsel, advisors and experts as it deems necessary or appropriate to carry out its duties. [Sarbanes-Oxley 301, NASDAQ Proposals.]

(b) The Audit Committee will act in reliance on management, the Company's independent public accountants, internal auditors, and advisors and experts, as it deems necessary or appropriate to enable it to carry out its duties.

4. Specific Responsibilities and Duties.

The board delegates to the Audit Committee the express authority to do the following:

(a) Review and discuss with management and the independent public accountants the Company's annual and quarterly financial statements, (including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations"), including the independent public accountants' reviews of the quarterly financial statements), prior to the public release of such information.

(b) Review with management and the independent public accountants material accounting principles applied in financial reporting, including any material changes from principles followed in prior years and any items required to be communicated by the independent public accountants. [SAS 61.]

(c) Discuss with management earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.

(d) Review the budget, qualifications, activities, effectiveness and organizational structure of the internal audit function and the performance, appointment and replacement of the lead internal auditor, and review summaries of material internal audit reports and management's responses.

(e) Obtain and review reports from the independent public accountants regarding:


(i) all critical accounting policies and practices to be used by the Company;
(ii) all alternative treatments of any material financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent public accountants; and

(iii) all other material written communications between the independent public accountants and management, including any management letter or schedule of unadjusted differences. [Sarbanes-Oxley 204.]


(g) Prepare the annual report included in the Company's proxy statement as required by the proxy rules under the Securities Exchange Act of 1934, as amended.

(h) Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters. [Sarbanes-Oxley 301, NASDAQ Proposals.]

5. Meetings; Committees.

(a) The Audit Committee shall meet with the independent public accountants, internal auditors and management in separate executive sessions regularly (with such frequency as it determines) to discuss any matters that the Audit Committee or these groups believe should be discussed privately.

(b) Other meetings will be with such frequency, and at such times, as its chairperson, or a majority of the Audit Committee, determines. A special meeting of the Audit Committee may be called by the chairperson and will be called promptly upon the request of any two Audit Committee members.

(c) The Audit Committee has the power to appoint and delegate matters to subcommittees, but no subcommittee, except as provided in Section 2c hereof, will have any final decision-making authority on behalf of the board or the Audit Committee.

EXHIBIT A
Prohibited Non-Audit Services

1. Bookkeeping or other services related to the accounting records or financial statements of the Company;

2. Financial information systems design and implementation;

3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

4. Actuarial services;

5. Internal audit outsourcing services;

6. Management functions or human resources;

7. Broker or dealer, investment advisor, or investment banking services;

8. Legal services and expert services unrelated to the audit; and

9. Any other services that the Public Company Accounting Oversight Board to be formed pursuant to the Sarbanes-Oxley Act of 2002 determines, by regulation, is impermissible.

Committee Members
Reb Jensen
Pete Cummin
Tom Murnane
Jay Herron