Audit Comm Charter 3-5-09

AUDIT COMMITTEE CHARTER March 2009 Purpose: The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibility relating to the Company’s accounting and reporting practices, the quality and integrity of its financial reports, the Company’s compliance with legal and regulatory requirements, adherence to the Company’s ethics policy, the adequacy of internal controls, the effectiveness of risk management, the independence, qualifications and performance of the Company’s independent public accounting firm, and the performance of the internal audit function. In doing so, it is the responsibility of the Audit Committee to maintain free and open means of communication between the Committee, the independent public accounting firm, the internal auditor, and the management of the Company. The Audit Committee will periodically hold private sessions with management, the internal auditor and representatives of the independent public accounting firm. Organization: The Audit Committee’s membership, including the number, qualifications and independence of its members, its written charter and its responsibilities shall comply with the requirements of the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”) and the listing requirements of the New York Stock Exchange. The Board of Directors, on the recommendation of the Governance Committee, shall appoint the ...