The members of the Audit Committee shall be appointed by the Board on the recommendation of the Corporate Governance/Nominating Committee. Audit Committee members may be replaced by the Board.

The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, accounting or other consultants to advise the Committee. The Audit Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Audit Committee shall establish procedures for the receipt, retention and treatment of complaints regarding the Company's accounting, financial reporting, internal accounting controls and auditing matters. The Audit Committee shall also establish procedures for the confidential, anonymous submission by the Company's employees regarding questionable accounting or auditing matters. The Audit Committee may form and delegate authority to subcommittees when appropriate.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet with management, the internal auditors and the independent auditor in separate executive sessions at least quarterly. The Audit Committee may also, to the extent it deems necessary or appropriate, meet with the Company's investment bankers or financial analysts who follow the Company. The Audit Committee shall make regular reports to the Board and shall annually review its own performance.

The Audit Committee, to the extent it deems necessary or appropriate, shall:

Financial Statement and Disclosure Matters

1.Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in managements discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Companys Annual Report on Form 10-K.

2. Review and discuss with management and the independent auditor the Companys quarterly financial statements, including disclosures made in managements discussion and analysis prior to the filing of its Quarterly Reports on Form 10-Q, including the results of the independent auditors reviews of the quarterly financial statements.

3. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Companys financial statements, including any significant changes in the Companys selection or application of accounting principles, any major issues as to the adequacy of the Companys internal controls including any special audit steps adopted in light of material control deficiencies, the development, selection and disclosure of critical accounting estimates, and analyses of the effect of alternative assumptions, estimates or GAAP methods on the Companys financial statements.

4. Discuss with management the Companys earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.

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

6. Discuss with management the Companys major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Companys risk assessment and risk management policies.

7. Review any disclosures made by CEO and CFO during the Forms 10-K and 10-Q certification process about significant deficiencies in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the companys internal controls.

8. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. In particular, discuss:

(a) The adoption of, or changes to, the Companys significant auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management.

(b) The management letter provided by the independent auditor and the Companys response to that letter.

(c) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreemenents with management.

9. Review and approve the "Report of the Audit Committee" to be included in the Companys Annual Report on Form 10K and in the Annual Proxy Statement.

10. Review and discuss with management, and to the extent the Audit Committee deems necessary or appropriate, the internal auditors and the independent auditors, the Companys disclosure controls and procedures.

11. Review significant new accounting, financial, external reporting and asset-safeguarding policies and practices.

Oversight of the Companys Relationship with the Independent Auditor

12. Review the experience and qualifications of the senior members of the independent auditor team.12. Review the experience and qualifications of the senior members of the independent auditor team.

13. Obtain and review a formal, written report from the independent auditor at least annually regarding (a) the auditors internal quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Company (consistent with auditor professional responsibility standards, I.S.B. No. 1). Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditors quality controls are adequate and the provision of non-audit services is compatible with maintaining the auditors independence, and taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions to the Board and, if so determined by the Audit Committee, recommend that the Board take additional action to satisfy itself of the qualifications, performance and independence of the auditor.

14. Require the rotation of the lead audit partner and the concurring audit partner every five years in order to assure continuing auditor independence. The Audit Committee shall consider whether it is appropriate to adopt a policy of rotating the independent auditing firm itself on a regular basis.

15. Recommend to the Board policies for the Companys hiring of employees or former employees of the independent auditor who were engaged on the Companys account. The Audit Committee shall require a one year "cooling off" period before a member of the independent auditor team can begin working for the Company in certain key positions such as chief executive officer, controller, chief financial officer, chief accounting officer or any equivalent position.

16. Discuss with the national office of the independent auditor issues on which they were consulted by the Companys audit team and matters of audit quality and consistency.

17. Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.

18. Discuss with management, the internal auditors and the independent auditors any accounting adjustments that were noted or proposed by the independent auditor, but were not adopted or reflected.

Oversight of the Companys Internal Audit Function

19. Review with management and internal audit the charter, plans, activities, staffing, and organizational structure of the internal audit function.19. Review with management and internal audit the charter, plans, activities, staffing, and organizational structure of the internal audit function.

20. Review the appointment and replacement of the senior internal auditing executive.

21. Review the significant reports to management prepared by the internal auditing department and managements responses.

22. Discuss with the independent auditor the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

Internal Control Matters

23. Consider the effectiveness of the company's internal control system, including information technology security and control.

24. Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.

Compliance Oversight Responsibilities

25. Obtain from the independent auditor assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated.25. Obtain from the independent auditor assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated.

26. Obtain reports from management, the Companys senior internal auditing executive and the independent auditor that the Company is in conformity with applicable legal requirements and the Companys Code of Business Conduct and Ethics. Review reports and disclosures of insider and affiliated party transactions. Advise the Board with respect to the Companys policies and procedures regarding compliance with applicable laws and regulations and with the Companys Code of Business Conduct and Ethics.

27. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Companys financial statements or accounting policies.

28. Discuss with the Companys General Counsel legal matters that may have a material impact on the financial statements or the Companys compliance policies.

Oversight of System of Internal Controls Effectiveness:

29. Review and discuss with management, internal audit and the independent auditor managements plan for establishing and maintaining internal controls, the framework used to evaluate its control structure and managements subsequent assessment of the effectiveness of the internal controls.29. Review and discuss with management, internal audit and the independent auditor managements plan for establishing and maintaining internal controls, the framework used to evaluate its control structure and managements subsequent assessment of the effectiveness of the internal controls.

30. Review and discuss with management, internal audit and the independent auditor disclosures made to the Audit Committee by the Companys CEO and CFO during their certification process for the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other team members who have a significant role in the Companys internal controls.

31. Review and discuss with management and the independent auditor any major issues as to the adequacy of the Companys internal controls, any special steps adopted in light of material or significant control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting.

32. Review and discuss with management (including the senior internal audit executive) and the independent auditor the Companys internal controls report and the independent auditors attestation of the report prior to the filing of the Companys Form 10-K.