CHARTER OF AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
(as amended through February 25, 2004)
I. SCOPE OF RESPONSIBILITY
Subject to the limitations noted in Section VI, the primary function of the Audit Committee is to assist the Board
of Directors (the "Board") in fulfilling its oversight responsibilities by (1) overseeing the Company's system of
financial reporting, auditing, controls and legal compliance, (2) monitoring the operation of such system and the
integrity of the Company's financial statements, (3) monitoring the qualifications and independence of the outside
auditors, and the performance of the outside and internal auditors, and (4) reporting to the Board periodically
concerning activities of the Audit Committee.
B. Relationship to Other Groups
The management of the Company is responsible primarily for developing the Company's accounting practices,
preparing the Company's financial statements, maintaining internal controls, maintaining disclosure controls and
procedures, and preparing the Company's disclosure documents in compliance with applicable law. The internal
auditors are responsible primarily for objectively assessing the Company's internal controls. The outside auditors
are responsible primarily for auditing and attesting to the Company's financial statements and evaluating the
Company's internal controls. Subject to the limitations noted in
Section VI, the Audit Committee, as the delegate of the Board, is responsible for overseeing this process and
discharging such other functions as are assigned by law, the Company's organizational documents, or the Board.
The functions of the Audit Committee are not intended to duplicate, certify or guaranty the activities of
management or the internal or outside auditors.
The Audit Committee will strive to maintain an open and free avenue of communication among management, the
outside auditors, the internal auditors, and the Board. The outside and internal auditors will report