The Audit Committee's primary purposes are to assist the Board of Directors in:

•

its oversight of the Company's accounting and financial reporting processes and the adequacy of the systems of internal control established by management;



•

its oversight of the Company's financial statements and the independent audit thereof;



•

its selection, evaluation and where deemed appropriate, replacement of the Primary External Auditor;



•

its evaluation of the independence of the Primary External Auditor; and



•

its oversight of processes established by management to provide compliance with legal and regulatory requirements.

The purpose of the Audit Committee is oversight. The Company's management is responsible for the preparation, presentation and integrity of the Company's financial statements and for maintaining appropriate accounting and financial reporting policies and practices and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Primary External Auditor is responsible for auditing the Company's financial statements. In carrying out its oversight responsibilities, the Audit Committee is not providing expert or special assurance as to the Company's financial statements and legal and regulatory compliance or any professional certification as to the work of the Primary External Auditor. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information, (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors), and (iii) representations made by management as to any information technology, internal audit and other non-audit services provided by the Primary External Auditors to the Company.

In discharging its oversight role, the Audit Committee may investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts or consultants for this purpose.

The Primary External Auditor for the Company is ultimately accountable to the Board of Directors for its audit of the Company's financial statements. The Board of Directors, with the assistance of the Audit Committee, has the authority and responsibility to select, evaluate and, where appropriate, replace the Primary External Auditor.

Organization

The Audit Committee shall be appointed by the Board of Directors and:

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Be comprised of at least three directors, each of whom shall have no relationship to the Company that may interfere with the exercise of their independence from management and the Company and who shall satisfy the independence, financial literacy and expertise requirements of the New York Stock Exchange, as such requirements are interpreted by the Board of Directors in its business judgment.



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Meet at least 4 times per year, or more frequently as circumstances require.

Activities of the Audit Committee

The Audit Committee shall:

1.

Perform the following with respect to the Primary External Auditor:

(i)

provide advice to the Board of Directors in selecting or replacing the Primary External Auditor;

(ii)

evaluate the performance of the Primary External Auditor at least annually;

(iii)

approve the fees charged by the Primary External Auditor for audit services and review fees for non-audit services;

(iv)

review the annual audit plan of the Primary External Auditor;

(v)

direct the Primary External Auditor to prepare and deliver annually a statement as to independence consistent with Independence Standards Board Standard No. 1 (it being understood that the Primary External Auditor is responsible for the accuracy and completeness of this statement) and discuss with the Primary External Auditor any relationships or services disclosed in this statement that may affect the objectivity and independence of the Company's Primary External Auditor; and



(vi)

if applicable, consider whether the Primary External Auditor's provision of (a) information technology consulting services relating to financial information systems design and implementation and (b) other non-audit services to the Company is compatible with maintaining the independence of the Primary External Auditor.

2.

Perform the following with respect to the Internal Audit Department:

(i)

review the appointment, compensation and replacement of the Chief Auditor and confirm his/her independence;

(ii)

evaluate the performance of the Chief Auditor at least annually;

(iii)

receive and discuss with the Chief Auditor the Internal Audit Department's annual audit plan and any subsequent material changes to the plan; and

(iv)

receive and discuss with the Chief Auditor reports on the results of audits conducted and other control matters determined by the Chief Auditor to warrant the Audit Committee's attention.

3.

Perform the following with respect to accounting and financial control matters:

(i)

receive periodic reports from the ChiefFinancial Officer and/or the Controller relating to significant accounting developments including emerging issues and the impact of accounting changes where material;

(ii)

receive periodic reports from the Chief Financial Officer and/or Controller relating to the possible impact of any impending significant changes in generally accepted accounting principles; and

(iii)

receive an annual report from management on the effectiveness of the systems of internal control over financial reporting.

4.

Review with management and the Primary External Auditor, the Company's interim financial results prior to the filing with the Securities and Exchange Commission of the related Form 10-Q and discuss any items required to be communicated by the Primary External Auditor under generally accepted auditing standards.

5.

Review with management and the Primary External Auditor, the Company's annual financial statements and related footnotes prior to the filing with the Securities and Exchange Commission of the related form 10-K and the Primary External Auditor's report thereon and any significant recommendations they may offer to improve controls and consider any reports or communications (and any responses of management and/or the Internal Audit Department thereto) submitted to the Audit Committee by the Primary External Auditor as required by or referred to in Statement on Auditing Standards No. 61 as then in effect.

6.

Review and discuss reports from the Company's General Counsel on legal matters determined by the General Counsel to warrant the Audit Committee's attention.

7.

Review and discuss reports from the Company's Chief Compliance Officer on the Company's compliance with applicable laws and regulations and the results of examinations conducted by regulatory agencies that are determined by the Chief Compliance Officer to warrant the Audit Committee's attention.

8.

Report to the Board of Directors on significant matters at least annually and make such recommendations as the Audit Committee may deem necessary or appropriate.

9.

Meet, at least once annually, in separate executive sessions with the Chief Auditor and the Primary External Auditor and, when necessary, with management and as a Committee to discuss any matters that the Audit Committee or any of these persons believe should be discussed.

10.

Prepare any report or other disclosures required of the Audit Committee by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

11.

Review this Charter at least annually and recommend any changes to the Board of Directors.

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