SCIENTIFIC-ATLANTA, INC. AUDIT COMMITTEE CHARTER (Adopted February 8, 2004) Purpose The purpose of the Audit Committee shall be to assist the Board of Directors of Scientific-Atlanta, Inc. (the “Company”) in its oversight over and serving as an independent, objective check and balance on the Company’s financial reporting and internal control. In particular, the purpose of the Audit Committee (the “Committee”) shall be to assist the Board in its oversight of: • The integrity of the financial statements and information of the Company, including the audited annual and the unaudited quarterly financial statements of the Company; • The independence, qualifications, performance and compensation of the Company’s Independent Accountant; • The performance of the Company’s internal audit function and the Vice President of Internal Audit (the “Internal Auditor”); and • The Company’s compliance with legal, regulatory and internal Company policies and the performance of the Vice President and Chief Compliance Officer (the “Compliance Officer”). Membership The Committee shall be comprised of at least three directors appointed by the Board. The Board shall appoint only members who are qualified under the independence, financial literacy, accounting or related financial management expertise, and other applicable governance rules, regulations or standards adopted by the Securities and Exchange Commission (the “SEC”) and the New York Stock ...