Adopted by the Board of Directors April 28, 2004 (Revised April 30, 2008)

Purpose

Organization

In carrying out its duties and responsibilities, the Committee's policies and procedures should remain flexible, so that it may be in a position to best react or respond to changing circumstances or conditions and to satisfy itself that the corporate accounting and financial reporting practices of the Company, as well as the auditing process, are in accordance with all applicable requirements. While there is no 'blueprint' to be followed by the Committee in carrying out its duties and responsibilities, the following should be considered within the authority of the Committee:

1. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
2. Select and retain the independent auditors, which auditors shall be instructed that they are ultimately accountable to the Audit Committee.
3. Approve the fees to be paid to the independent auditors.
4. Consider the adequacy and effectiveness of the Company's accounting and internal control policies and procedures through inquiry and discussions with the Company's independent auditors and senior internal accounting staff and management of the Company.
5. Ascertain the existence, if any, of significant deficiencies and material weaknesses, as defined by the American Institute of Certified Public Accountants, affecting internal control through inquiry and discussions with the Company's independent auditors, and consider the appropriateness of corrective action, if needed, being taken by management.
6. Meet with the independent auditors prior to the annual audit to review their proposed audit scope and approach, including staffing of the audit and coordination of the audit work with the work of internal accounting personnel.
7. Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 114 relating to the conduct of the audit.
8. Review the Company's annual audited financial statements, including the Company's disclosure under 'Management's Discussion and Analysis of Financial Condition and Results of Operations' with management and with the independent auditors, including major issues regarding accounting and auditing principles and practices, prior to the annual filings.
9. Review an analysis prepared by management and the independent auditors of significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements.
10. Review with management and the independent auditors the Company's quarterly financial statements prior to the filing of its Form 10-Q. Confirm that the quarterly financial statements, including the Company's disclosures under 'Management's Discussion and Analysis of Financial Condition and Results of Operations' have been reviewed by the Company's independent auditors using professional standards and procedures for conducting such reviews, as established by U.S. generally accepted auditing standards.
11. Review with management and the independent auditors all Company press releases summarizing earnings.
12. Meet periodically with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.
13. Review major changes to the Company's auditing and accounting principles and practices as suggested by the independent auditors or management.
14. Take appropriate action to oversee the independence of the independent auditors and receive periodic reports from the independent auditors regarding the auditors' independence consistent with Independence Standards Board Standard 1 and discuss such reports with the auditors.
15. Evaluate the performance of the independent auditors and, if determined appropriate by the Audit Committee, replace the independent auditors.
16. Review with the independent auditors any problems or difficulties the auditors may have encountered, any disagreements or issues between the independent auditors and management and how those disagreements or issues were resolved, and any management letter provided by the auditors and the Company's response to the letter.
17. Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.
18. If deemed appropriate, initiate special investigations into matters within the Committee's scope of responsibilities or as delegated by the Board of Directors. and in connection therewith the Committee may retain independent counsel, accountants or others to assist it in the conduct of any investigation.
19. The Committee shall establish procedures for —
    1. the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
    2. the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
20. Review and approve any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.