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Exhibit 99.1
 
 I. Introduction:
  II. Procedures:
 A. General:
   B. Requests for Pre-Approval:




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rd
  C. Term and Fees:
  D. Delegation:




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E. Monitoring and Reporting:
  Effective Date and Term




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Appendix A
 Annual Approval  Audit Services for Fiscal Year 200X
     Service
    
    Range of FeesStatutory audits or financial audits for subsidiaries or
affiliates of the CompanyServices associated with SEC registration statements,
periodic reports and other documents filed with the SEC or
other documents issued in connection with securities
offerings (e.g., comfort letters, consents), and assistance
in responding to SEC comment lettersConsultations by the Companys management as to the
accounting or disclosure treatment of transactions or events
and/or the actual or potential impact of final or proposed
rules, standards or interpretations by the SEC, FASB, or
other regulatory or standard setting bodies (Note: Under SEC
rules, some consultations may be audit-related services
rather than audit services)




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Annual Approval  Audit-Related Services for Fiscal Year 200X
   Service
    
    Range of FeesDue diligence services pertaining to potential business
acquisitions/dispositionsFinancial statement audits of employee benefit plansAgreed-upon or expanded audit procedures related to
accounting and/or billing records required to respond to or
comply with financial, accounting or regulatory reporting
mattersInternal control reviews and assistance with internal
control reporting requirements*Consultations by the Companys management as to the
accounting or disclosure treatment of transactions or events
and/or the actual or potential impact of final or proposed
rules, standards or interpretations by the SEC, FASB, or
other regulatory or standard-setting bodies (Note: Under SEC
rules, some consultations may be audit services rather
than audit-related services)Access to EYs Accounting Literature electronic toolAttest services not required by statute or regulation
 
 *The full Audit Committee must specifically consider, in advance, each proposed service to the
Companys relating to internal control over financial reporting and evaluate whether provision of
that service would impair the accountants independence. Moreover, the full Audit Committee must
specifically approve, in advance, any proposed change in nature, scope or extent of the internal
control-related service.




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Annual Approval  Tax Services for Fiscal Year 200X
     Service
    
    Range of FeesU.S. federal, state and local tax planning and advice*U.S. federal, state and local tax compliance *International tax planning and advice*International tax compliance*Review of federal, state, local and international income,
franchise, and other tax returns*Licensing [or purchase] of income tax preparation software*
from the independent accountant, provided the functionality
is limited** to preparation of tax returns
 
 *
    
    Excludes persons with financial reporting oversight responsibilities.**
    
    If the software performs additional functions, each function must be evaluated separately for
its potential impact on the accountants independence.




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Annual Approval  Other Services for Fiscal Year 200X
   Service
    
    Range of Fees
 Prohibited Non-Audit Services
 
    
    Bookkeeping or other services related to the accounting records or financial statements
of the audit client*
    
    Financial information systems design and implementation*
    
    Appraisal or valuation services, fairness opinions or contribution-in-kind reports*
    
    Actuarial services*
    
    Internal audit outsourcing services*
    
    Management functions
    
    Human resources
    
    Broker-dealer, investment adviser or investment banking services
    
    Legal services
    
    Expert services unrelated to the audit




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Appendix B
Engagement of Independent Accountant
Specific Pre-approval Form
 Date of RequestRequestorType of request:
    
    ___New engagement___Change in scope___Increase in fee
(approval required in accordance with Section II.C)Business/functional UnitService to be performed
    
    Choose one:___Audit___Audit-related___Tax services___OtherTermEstimated costDescribe engagementIs this a prohibited service? (see below)
    
    ___Yes
___NoDoes this engagement impair the
    
    ___Yesindependence of the IA?
    
    ___NoDecision
    
    ___Approved___DeniedDecision-makers
    
    1.(requires 2)
    
    2.Decision relayed to
    
    OnBU/Function
    
    By
  
    
    Bookkeeping or other services related to the accounting records or financial statements
subject to audit
    
    Financial information systems design and implementation
    
    Appraisal or valuation services, fairness opinions or contribution-in-kind reports
    
    Actuarial services
    
    Internal audit outsourcing
    
    Management function
    
    Human resources
    
    Broker-dealer, investment advisor or investment banking services
    
    Legal services
    
    Expert services unrelated to the audit