**AUDIT
      COMMITTEE CHARTER**




**I.
      APPOINTMENT OF AUDIT COMMITTEE**




The
      Company's By-Laws authorize the Board of Directors to appoint committees having
      the authority to perform such duties as the Board may determine. The Board
      of
      Directors has appointed the Audit Committee to serve the purposes set forth
      in
      this Charter, and has delegated the duties and responsibilities set forth in
      this Charter to the Audit Committee. The Audit Committee will report to the
      Board of Directors as provided in this Charter.




**II.
      PURPOSE**




(1)
      The
      Audit Committee shall assist the Board of Directors in fulfilling its fiduciary
      and oversight responsibilities relating to the Company's financial reporting
      standards and practices and the integrity of the Company's financial
      statements.




(2)
      The
      Audit Committee shall monitor the adequacy of and promote the Company's
      continued emphasis on internal controls.




(3)
      The
      Audit Committee shall assist the Board's oversight of the performance of the
      Company's internal audit function and independent auditors, and the independent
      auditor's qualifications and independence.




(4)
      The
      Audit Committee shall maintain open, continuing and direct communication between
      the Board of Directors, the Audit Committee and both the Company's independent
      auditors and its internal auditors.




(5)
      The
      Audit Committee shall monitor the Company's compliance with legal and regulatory
      requirements and shall have the authority to initiate any special investigations
      of conflicts of interest, and compliance with federal, state and local laws
      and
      regulations, including the Foreign Corrupt Practices Act, as may be
      warranted.




(6)
      The
      Audit Committee shall prepare the annual Audit Committee Report required by
      the
      rules and regulations of the Securities and Exchange Commission to be included
      in the Company's annual proxy statement.




**III.
      OPERATING POLICIES**




(1)
      The
      Audit Committee shall be composed of three or more independent members of the
      Board of Directors. A director's independence, including any additional
      qualifications applicable to Audit Committee members, shall be determined in
      accordance with the Company's Principles of Corporate Governance. The Corporate
      Governance and Responsibility Committee will recommend to the Board the
      directors to be members of, and to fill any vacancies on, the Audit Committee
      (including the position of Audit Committee Chair), as provided in the Principles
      of Corporate Governance. The Board may remove a member from the Audit Committee
      at any time, with or without cause.









(2)
      The
      Audit Committee shall hold such meetings as it shall deem advisable but shall
      meet a minimum of six times per calendar year of which at least one meeting
      shall occur at least once every quarter. Minutes of all Audit Committee meetings
      shall be taken and approved by subsequent action. The Audit Committee shall
      circulate the minutes of the Audit Committee meetings to the Board for
      review.




(3)
      The
      Audit Committee shall meet at such times and places as the Audit Committee
      shall
      deem advisable on the call of the Chairman of the Audit Committee, the Chairman
      of the Board, the Chief Executive Officer, or, in their absence, by any member
      of the Audit Committee. The presence of a majority of the members of the Audit
      Committee then in office shall constitute a quorum for the transaction of
      business. The Audit Committee shall determine its rules of procedure in
      accordance with the Company's Principles of Corporate Governance.




(4)
      Upon
      the request of the Company's independent auditors or the Company's internal
      auditor, the Chairman of the Audit Committee shall convene a meeting of the
      Audit Committee to consider any matters such auditors believe should be brought
      to the attention of the Audit Committee, directors or shareholders.




(5)
      At
      each regular Board meeting held following an Audit Committee meeting, the Audit
      Committee shall report to the Board regarding the action taken by the Audit
      Committee.




(6)
      The
      Audit Committee has the authority to retain independent, outside counsel or
      other professional services as it deems necessary, without seeking Board
      approval. The Audit Committee also has the authority to direct and supervise
      an
      investigation into any matter, without seeking Board approval.




(7)
      The
      Company shall provide such funding as the Audit Committee determines is
      necessary for payment of compensation to the independent auditor and any counsel
      or other advisors employed by the Audit Committee and for the ordinary
      administrative expenses of the Audit Committee in the performance of its
      duties.




**IV.
      DUTIES AND RESPONSIBILITIES**




(1)
      The
      Audit Committee is directly responsible for the appointment, compensation,
      retention, termination and oversight of the work (including the resolution
      of
      any disagreements between management and the independent auditor regarding
      financial reporting) of any independent auditor engaged for the purpose of
      preparing or issuing an audit report or performing other audit, review or attest
      services for the Company, subject (if applicable) to subsequent shareholder
      ratification. The independent auditor engaged for the purpose of preparing
      or
      issuing an audit report or performing other audit, review or attest services
      for
      the Company shall be a "registered public accounting firm," as provided in
      the
      Sarbanes-Oxley Act of 2002 and the regulations thereunder, and shall report
      directly to the Audit Committee.




(2)
      The
      Audit Committee shall review with the independent auditors their audit plans
      and
      scope for the coming year and any non-audit services to be performed by such
      independent auditor. The Audit Committee shall review the compensation to be
      paid to the independent auditors for all audit and non-audit services to be
      performed. Subject to a de minimis exception relating to non-audit services,
      which is described in the following sentence, ***all*** audit
      and non-audit services to be performed for the Company by the independent
      auditor must be pre-approved by the Audit Committee or entered into pursuant
      to
      pre-approval policies and procedures established by the Audit Committee.
      Pre-approval of non-audit services shall not be required if:









(a)
      the
      aggregate amount of all non-audit services provided to the Company does not
      exceed 5% of the total amount of revenues paid by the audit client to its
      independent auditor during the fiscal year in which the non-audit services
      are
      provided;


(b)
      the
      services were not recognized by the Company at the time of the engagement to
      be
      non-audit services; and


(c)
      the
      services are promptly brought to the attention of the Audit Committee and
      approved by the Audit Committee prior to completion of the audit.




Any
      pre-approval policies and procedures established by the Audit Committee:


(a)
      must
      be detailed as to the particular services;


(b)
      must
      provide that the Audit Committee will be informed of each service; and


(c)
      may
      not delegate the Audit Committee's responsibilities to management.




The
      Audit
      Committee may delegate this pre-approval function to one or more members of
      the
      Audit Committee. The decisions of any Audit Committee member to whom
      pre-approval authority has been delegated shall be presented to the Audit
      Committee at its regularly scheduled meetings. Any non-audit service
      pre-approved by the Audit Committee (or any member to whom authority has been
      delegated) and any non-audit service entered into pursuant to pre-approval
      policies and procedures established by the Audit Committee shall be disclosed
      by
      the Company as required by law.




(3)
      At
      least annually, the Audit Committee shall obtain and review a report by the
      independent auditor describing:




(a)
      the
      firm's internal quality-control procedures;


(b)
      any
      material issues raised by the firm's most recent internal quality-control
      review, or peer review, of the firm, or by any inquiry or investigation by
      governmental or professional authorities, within the preceding five years,
      respecting one or more independent audits carried out by the firm, and any
      steps
      taken to deal with any such issues; and


(c)
      all
      relationships between the independent auditor and the Company.




(4)
      After
      reviewing the report discussed in (3) above and the independent auditor's work
      throughout the year, the Audit Committee shall evaluate the independent
      auditor's qualifications, performance and independence. The evaluation will
      include a review and evaluation of the lead partner of the independent auditor
      assigned to the Company's audit. The evaluation also will consider the opinions
      of management and the Company's internal auditors. The audit partners shall
      be
      rotated as required by law. The Audit Committee shall present the results of
      its
      evaluation of the independent auditor to the Board.




(5)
      To
      assist the Audit Committee in effectively performing its oversight function,
      the
      Audit Committee shall meet periodically in separate sessions with management,
      the internal auditors and with the independent auditors.









(6)
      The
      Audit Committee shall regularly review with the independent auditor any problems
      or difficulties that the independent auditor encounters in the course of the
      audit work, including management's response. The review shall include a review
      of any restrictions on the scope of the independent auditor's activities or
      on
      access to requested information and any significant disagreements with
      management. The Audit Committee also shall review with the independent
      auditors:




(a)
      the
      audit report and their comments arising from the audit;


(b)
      all
      critical accounting policies and practices to be used;


(c)
      all
      alternative treatments within generally accepted accounting principles for
      policies and practices related to material items that have been discussed with
      Company management, including the ramifications of the use of such alternative
      disclosures and treatments and the treatment preferred by the independent
      auditor; and


(d)
      other
      material written communications between the independent auditor and management,
      such as any management letter or schedule of unadjusted
      differences.




(7)
      The
      Audit Committee shall review with the Company's internal auditors the internal
      audit organization and the internal audit goals and plans and discuss the
      findings and recommendations resulting from internal audits.




(8)
      The
      Audit Committee shall review with the Company's Controller the adequacy of
      the
      Company's overall systems of internal control and the responses taken with
      respect to the audit findings. In addition, the Audit Committee shall review
      specifically with each of the Chief Executive Officer, the Chief Financial
      Officer and the independent auditor their assessments of the Company's internal
      controls, as required by applicable law.




(9)
      The
      Audit Committee shall discuss the annual audited financial statements and the
      quarterly unaudited financial statements with management and the independent
      auditor prior to their filing with the Securities and Exchange Commission in
      the
      Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The
      discussion of the annual and quarterly financial information also shall include
      a review of the Company's disclosures in the section entitled "Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations."




(10)
      Periodically, the Audit Committee shall have a general discussion regarding
      earnings press releases, as well as financial information and earnings guidance
      provided to analysts and rating agencies. These discussions need not occur
      in
      advance of each earnings release or instance in which the Company may provide
      financial information or earnings guidance.




(11)
      The
      Audit Committee shall review with the Company's financial management on a
      periodic basis (a) issues regarding accounting principles and financial
      statement presentations, including any significant changes in the Company's
      selection or application of accounting principles, and (b) the effect of any
      regulatory and accounting initiatives, as well as off-balance sheet structures,
      on the financial statements of the Company.




(12)
      The
      Audit Committee shall review with the Company's financial management any
      unusual, non-operating and/or non-recurring items and the general quality of
      earnings reported by the Company.







(13)
      The
      Audit Committee shall review any analyses prepared by management and/or the
      independent auditor setting forth significant financial reporting issues and
      judgments made in connection with the preparation of the financial statements,
      including analyses of the effects on the financial statements of alternative
      methods under generally accepted accounting principles.




(14)
      The
      Audit Committee shall review periodically, but at least once each year, all
      material agreements between the Company and any business organization wherein
      a
      Company director or officer is also a director or officer of such organization
      to assure that such are fair to the Company and its shareholders.




(15)
      The
      Audit Committee shall ensure that the independent auditors submit on a periodic
      basis to the Audit Committee a formal written statement delineating all
      relationships between such auditors and the Company. The Audit Committee also
      shall actively engage in dialogues with the independent auditors with respect
      to
      any disclosed relationships or services that may impact the objectivity and
      independence of such auditors, and recommend that the Board of Directors take
      appropriate action in response to the independent auditors' reports to satisfy
      itself of such auditors' independence.




(16)
      The
      Audit Committee shall recommend to the Board of Directors policies and
      procedures to be developed for dealing with various matters as to which
      conflicts of interest may arise and periodically review the application of
      such
      policies and procedures.




(17)
      The
      Audit Committee shall have responsibility for monitoring the Company's policies
      for compliance with federal, state, local and foreign laws and regulations
      as
      well as the Company's policies on corporate conduct. The Audit Committee shall
      have the authority to review the Company's legal and ethical compliance program
      and to institute any changes or revisions to such program as may be deemed
      warranted or desirable by the Audit Committee. The Audit Committee shall be
      responsible for reviewing and determining whether to grant any requests by
      directors or executive officers for waivers of the Company's Business Ethics
      and
      Conduct Policy. Any such waiver shall be disclosed to shareholders, as required
      by law. In addition, the Audit Committee shall establish procedures
      for:




(a)
      the
      receipt, retention and treatment of complaints received by the Company regarding
      accounting, internal accounting controls or auditing matters; and


(b)
      the
      confidential, anonymous submission by employees of the Company of concerns
      regarding questionable accounting or auditing matters.




(18)
      As
      appropriate, the Audit Committee shall obtain advice and assistance from outside
      legal, accounting or other advisors.




(19)
      Periodically, the Audit Committee shall discuss guidelines and policies with
      respect to risk assessment and risk management. The discussion will include
      a
      review of the Company's major financial risk exposures and the steps management
      has taken to monitor and control such exposures.




(20)
      The
      Audit Committee shall set clear hiring policies for employees or former
      employees of the Company's independent auditor.









(21)
      The
      Audit Committee shall conduct an annual self-evaluation, which will be
      incorporated into the Corporate Governance and Responsibility Committee's annual
      report to the Board on Board and committee performance.