audit

Revised February 10, 2010 AUDIT COMMITTEE CHARTER Purposes The Audit Committee has been created by the Board of Directors to (a) assist the Board of Directors in fulfilling the Board’s oversight responsibilities to the shareholders with respect to (i) the integrity of the Company’s financial statements, (ii) the Company’s financial reporting process and compliance with ethics policies and legal and other regulatory requirements, (iii) the independent auditors’ qualifications and independence, (iv) the Company’s systems of internal accounting and financial controls, and (v) the performance of the independent auditors and of the Company’s Internal Audit department; (b) to recommend to the Board the inclusion of the Company’s financial statements in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and in its annual report to shareholders; and (c) to prepare the Audit Committee’s report made and included in the Company’s annual proxy statement. Membership of the Audit Committee Number and Appointment. The Audit Committee will be comprised of a minimum of three Directors. The Nominating and Corporate Governance Committee will recommend to the Board and the Board will appoint Directors to the Audit Committee and will also appoint its Chairman. Audit Committee members serve at the pleasure of the Board of Directors and for such term or ...