AUDIT COMMITTEE CHARTER
Effective August 15, 2008
The Audit Committee will assist the Board of Directors (the "Board") in fulfilling their oversight responsibilities. To
do this, the Audit Committee will review: (i) the integrity of the Company's financial statements, (ii) the
independent auditor's qualifications and independence, (iii) the performance of the Company's system of internal
audit function and the independent auditor, and (iv) the Company's compliance with legal and regulatory
requirements, including disclosure controls and procedures.
The Audit Committee shall be comprised of no less than three directors, each of whom satisfy the independence
and experience requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the
"SEC"). The members of the Audit Committee shall be nominated by the Corporate Governance and Directors
Nominating Committee and be appointed and replaced by the Board of Directors. An Audit Committee member
may not simultaneously serve on the audit committees of more than two other public companies, unless the Board
of Directors determined that such simultaneous service would not impair the ability of such Director to effectively
serve on the Audit Committee. Each member will be "financially literate" (or will become so within a reasonable
time after his or her appointment to the Audit Committee), and at least one member of the Audit Committee shall
have accounting or related financial management expertise as determined by the Board in its business judgment.
The Board may presume that a person who satisfies the definition of audit committee financial expert set out in
Item 401(e) of Regulation S-K has accounting or related financial management expertise.
The Audit Committee shall meet at least four times each year or more frequently as circumstances dictate. A