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     IV. Audit-related ServicesAudit-Related Services are assurance and related services that are reasonably related to theperformance of the audit or review of the Company’s financial statements or that are traditionallyperformed by the independent auditor, and in each case which are not covered by the Audit Servicesdescribed in Section III. Such services could include, among other things, employee benefit planaudits, due diligence related to mergers and acquisitions, accounting consultations and audits inconnection with acquisitions, attest services and internal control reviews that are not required bystatute and regulation and consultations concerning financial accounting and reporting standards.The Audit Committee believes that the provision of Audit-Related Services does not impair theindependence of the auditor, and has pre-approved the Audit-Related Services listed in AppendixB, provided that such services do not exceed the pre-approved fees set forth on Appendix B.All other Audit-Related Services not listed in Appendix B must be specifically pre-approved by theAudit Committee, except to the extent covered by the delegation authority under Section II above.As to all non-audit internal control services for the Company, the independent auditor must—(1)describe in writing to the Audit Committee the scope of the proposed non-audit internal controlservice; (2) discuss with the Audit Committee any potential effects on the independent auditor’sindependence that could be caused by the independent auditor’s performance of the proposednon-audit internal control service; and (3) document the substance of such discussions with theAudit Committee.     v.Tax ServicesThe Audit Committee believes that the independent auditor can provide certain Tax Services to theCompany, such as (i) tax compliance (e.g., preparing original and amended state and federalcorporate tax returns, planning for estimated tax payments and preparation of tax returnextensions); (ii) tax advice; and (iii) tax planning, without impairing the auditor’s independence.Tax advice and tax planning could include, without limitation, assistance with tax audits andappeals, tax advice related to mergers and acquisitions and employee benefit plans and request forrulings or technical advice from taxing authorities. However, the Audit Committee will not permitthe retention of the independent auditor (or any affiliate of the independent auditor) inconnection with the provision of any prohibited tax service listed in Exhibit 1 to theCompany or its affiliates, as the PCAOB has determined that such prohibited tax services wouldimpair the independent auditor’s independence.The Audit Committee has pre-approved the Tax Services listed in Appendix C, provided thatsuch services do not exceed the pre-approved fees set forth on Appendix C. All other Tax Servicesfor the Company not listed in Appendix C must be specifically pre-approved by the Audit Committee,except to the extent covered by the delegation authority under Section II above, provided that theindependent auditor complies with any applicable rules and the following requirements to documentthe applicable Tax Services to the Audit Committee and to discuss such services with the AuditCommittee.As to all Tax Services for the Company, the independent auditor must—(1) describe in writing tothe Audit Committee the scope of the proposed Tax Service, the proposed fee structure for theengagement and any agreement between the independent auditor and the Company and its affiliatesrelating to the proposed Tax Service; (2) describe in writing to the Audit Committee anycompensation arrangement or other agreement, such as a referral agreement, a referral fee orfee-sharing arrangement, between the independent auditor or any of its affiliates and any person(other than the Company and its affiliates) with respect to the promoting, marketing orrecommending of any transaction covered by the Tax Service; (3) discuss with the Audit Committeeany potential effects of the proposed Tax Services on the independence of the independent auditor;and (4) document the substance of such discussions with the Audit Committee.     vi.All Other ServicesThe Audit Committee may grant general pre-approval to those permissible non-audit servicesclassified as All Other Services that it believes are routine and recurring services, and would notimpair the independence of the auditor, provided such All Other Services may not include AuditServices referred to in Section III above or prohibited services referred to in Section VII below.The Audit Committee has pre-approved the All Other
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Services listed in Appendix D, provided that such services do not exceed the pre-approvedfees set forth on Appendix D. Permissible All Other Services other than those listed in Appendix Dmust be specifically pre-approved by the Audit Committee, except to the extent covered by thedelegation authority under Section II above.     VII. PROHIBITED SERVICESThe Company will not retain its independent auditors for any services that are “prohibitedservices” as defined by applicable statutes or regulations, as may be in effect from time to time,including, without limitation, those services prohibited by Section 201(a) of the Sarbanes-OxleyAct of 2002 and the SEC’s or the PCAOB’s rules and regulations and such other rules and regulationsas may be promulgated thereunder from time to time. Attached to this policy as Exhibit 1is a current list of the SEC’s and PCAOB’s prohibited non-audit services, including prohibited taxservices.     VIII.Pre-Approval Fee Levels Pre-approval fee levels for all services to be provided by the independent auditor will beestablished annually by the Audit Committee. Any services proposed to be provided by theindependent auditors during a fiscal year exceeding these levels will require specific pre-approvalby the Audit Committee.     IX.ProceduresRequests or applications to provide services that require specific approval by the Audit Committeemay be submitted to the Audit Committee by the independent auditor and any of the Company’s ChiefFinancial Officer, Corporate Controller or Chief Legal Officer.
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**Appendix A****Pre-Approved Audit Services for Fiscal Year 2011**Dated: October 26, 2010   **Service**Statutory audits or financial audits for subsidiaries of the Company     Services associated with SEC registration statements, periodicreports and other documents filed with the SEC or other documentsissued in connection with securities offerings (e.g., comfortletters, consents), and assistance in responding to SEC commentletters     Consultations by the Company’s management as to the accounting ordisclosure treatment of transactions or events and/or the actual orpotential impact of final or proposed rules, standards orinterpretations by the SEC, FASB, or other regulatory or standardsetting bodies **Total Pre-ApprovedAnnual Fees forPre-Approved AuditServices:**       **$50,000**
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**Appendix B****Pre-Approved Audit-Related Services for Fiscal Year 2011**Dated: October 26, 2010     **Service**1. Due diligence services pertaining to potentialbusiness acquisitions/dispositions       2. Financial statement audits of employee benefitplans       3. Agreed-upon or expanded audit procedures relatedto accounting and/or billing records required torespond to or comply with financial, accounting orregulatory reporting matters       4. Attest services and internal control reviews notrequired by statute or regulation       5. Audit work in connection with liquidations andcontract terminations; legal entitydissolution/restructuring assistance; and inventoryaudits           **Total Pre-Approved**