Audit Committee Charter

STATEMENT OF POLICY

The Audit Committee (The "Committee") of the Board of Directors shall assist the directors in fulfilling their oversight responsibilities. The Committee will review the financial reporting process, the system of internal controls, the audit process and the Company's process for monitoring compliance with laws and regulations. In performing its duties, the Committee will maintain free and open communication between the directors, the independent auditors, the internal auditors, outside legal counsel and the financial and legal management of the Company.

ORGANIZATION

The Committee shall be comprised of at least three directors all of whom, in the judgment of the Board of Directors, shall be independent and shall also meet the qualifications as set out in the rules and regulations of the Securities and Exchange Commission and New York Stock Exchange listing standards. All Committee members will have the ability to read and understand financial statements and at least one member shall in the judgment of the Board of Directors be an Audit Committee financial expert as defined by the rules and regulations of the Securities and Exchange Commission. The Committee will meet a minimum of four times a year.

RESPONSIBILITIES

In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible in order to be able to best react to changing conditions and to ensure that the corporate accounting and reporting practices of the Company are in accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the Committee will:

• Obtain the approval of the full Board of Directors of this Charter, and review and reassess this Charter at least annually or as conditions dictate;
  
  
• Engage, evaluate, oversee and terminate the independent auditors regarding their audit of the financial statements of the Company and its divisions and subsidiaries and set their compensation;
  
  
• Pre-approve all audit and permitted non-audit services to be performed by the independent accounting firm; or delegate the authority to pre-approve such services to one or more members of the Committee who shall report any decision to pre-approve any services to the full Committee at its regularly scheduled meeting;
  
  
• Have a clear understanding with the independent auditors that they are ultimately accountable to the Board of Directors and the Committee, as the shareholders' representatives;
  
  
• Review and concur with management's appointment, termination or replacement of the Company's Manager in charge of the internal audit function and, if applicable, any outsourced internal audit functions;
  
  
• Meet with the independent auditors and financial management of the Company to review the scope of the proposed audit, including the timing of the audit and the procedures to be utilized. At the conclusion of the audit process, review with the independent auditors their findings;
  
  
• Review with the independent auditors the performance of the Company's internal auditor and the financial and accounting personnel, as well as the adequacy and effectiveness of the accounting and financial controls of the Company. Elicit any recommendations for the improvement of such internal controls or particular areas where new or more detailed controls or procedures are desirable;
  
  
• Review communications received by the Company from regulators and other legal and regulatory matters that may have a material effect on the financial statements or on the Company's compliance policies;
  
  
• Review the activities and organizational structure of the internal audit function of the Company, including the independence and authority of its reporting obligations, the proposed audit plans for the coming year and the coordination of such plans with the independent auditors;
  
  
• Inquire of management, the internal auditor and the independent auditors about significant areas of risk or exposure and assess the steps management has taken to minimize such risks;
  
  
• Receive prior to each meeting a summary of findings from completed internal audit reviews and a progress report on the proposed internal audit plan;
  
  
• Review the financial statements and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the annual report to shareholders and other SEC filings with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the shareholders. Review with financial management and the independent auditors the results of their analysis of significant financial reporting issues and practices, including changes in or adoptions of accounting principles and disclosure practices, and discuss any other matters required to be communicated to the Committee by the auditors. Also review with financial management and the independent auditors their judgments about the quality, not just acceptability of accounting principles and the clarity of the financial disclosure practices used or proposed to be used and particularly, the degree of aggressiveness or conservatism of the Company's accounting principles and underlying estimates and other significant decisions made in preparing the financial statements;
  
  
• Management and the independent auditors will review with the Committee Chairman and the Manager in charge of the internal audit function the interim financial reports before they are filed with the Securities and Exchange Commission or other regulators;
  
  
• Provide opportunity for the internal auditors and independent auditors to meet with the members of the Committee without members of management present. Among the items to be discussed in these meetings are the independent auditors' evaluation of the Company's financial, accounting and auditing personnel and the cooperation that the independent auditors received during the course of the audit;
  
  
• Review accounting and financial human resources and succession planning within the Company;
  
  
• Report the results of the annual audit to the Board of Directors and, if requested by the Board, invite the independent auditors to attend the full Board of Directors' meeting to assist in reporting the results of the annual audit or to answer the directors' questions;
  
  
• On an annual basis, obtain from the independent auditors a written communication delineating all their relationships and professional services, as required by Independence Standard Board Standard No. 1, Independence Discussions with Audit Committees. In addition, review with the independent auditors the nature and scope of any disclosed relationships or professional services and take, or recommend that the Board of Directors take, appropriate action to ensure the continuing independence of the auditors;
  
  
• At least annually, obtain and review a report by the independent auditors describing the firm's internal quality control procedures and 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 years, with respect to one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;
  
  
• Receive a report from the independent auditor, prior to the filing of its audit report with the SEC, on all critical accounting policies and practices of the Company, all material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the independent auditor, and other material written communications between the independent auditor and management;
  
  
• Review management's assertion on its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year and the independent auditor's report on management's assertion;
  
  
• Review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;
  
  
• Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board of Directors;
  
  
• Have a clear understanding with the Company's outside legal counsel that they are accountable to the Board of Directors and the Committee, and as such, must bring matters of disagreement between the Company and the outside legal counsel to the Board of Directors through the Committee, if in the judgment of outside legal counsel said matter could have a significant impact on the Company;
  
  
• Investigate any matter brought to its attention within the scope of its duties with the power to retain outside counsel for this purpose if, in its judgment, that is appropriate;
  
  
• Establish and maintain procedures for the confidential and anonymous receipt, retention and treatment of complaints regarding the Company's accounting, internal controls or auditing matters and establish clear hiring policies for employees or former employees of the Company's independent auditors that meet the SEC regulations and New York Stock Exchange listing standards;
  
  
• Retain and compensate, when necessary, independent counsel and other advisors;
  
  
• Ensure that there is a confirmation in writing to the New York Stock Exchange annually or with respect to any changes on the Audit Committee regarding independence, financial capabilities and the annual review and reassessment of the Audit Committee Charter;
  
  
• Disclose in the Company's Proxy Statement the Audit Committee Charter and affirmation as to the Committee satisfying their responsibilities during the year in compliance with the Charter. The Charter will be included in the Proxy Statement every three years or when significant amendments are made to it;
  
  
• Prepare the report required by the SEC rules to be included in the Company's proxy statement; and
  
  
• Perform an evaluation of its performance at least annually to determine whether the Committee is functioning effectively.

Reaffirmed and Approved at the October 19, 2004, Board of Directors Meeting.