**3. RESPONSIBILITIES**     The following functions shall be the common recurring activities of the Committee in carryingout its oversight function.     ***A. ******Responsibilities Relating to Financial Reports***          *1. Scope of Audit*               The Committee shall review annually with management and the independent auditors the scope andgeneral extent of the independent auditors’ examination prior to the commencement of the annualaudit.          *2. Annual Financial Statements*               The Committee shall review with management and the independent auditors the audited financialstatements to be included in the Company’s Annual Report to Stockholders and Annual Report on Form20-F and the Company’s disclosure under “Management’s Discussion and Analysis of FinancialCondition and Results of Operations.”          *3. Quarterly Financial Statements*               The Committee shall review with management and the independent auditors, prior to the filingof any Form 6-K, the Company’s interim financial results to be included in such report and theCompany’s disclosure under “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations.”          *4. Accounting Principles*               From time to time, the Committee shall review and discuss, with management and/or theindependent auditors, (a) significant financial reporting issues and judgments made in connectionwith the preparation of the Company’s financial statements; (b) major issues regarding accountingprinciples and financial statement presentation, including major changes to the Company’s selectionor application of accounting principles; and (c) the effect on the Company’s financial statementsof significant regulatory and accounting initiatives and any material off-balance sheettransactions, arrangements, obligations (including contingent obligations) and other relationshipsof the Company with unconsolidated entities     ***B. ******Responsibilities Relating to Independent Auditors***          *1. Discussions with Auditors on Independence*
 

 
               The Committee shall, at least annually, obtain and review a written report from theindependent auditors describing all relationships between the independent auditors and the Companyconsistent with Standard 1 of the Independence Standards Board established by the SEC and theAmerican Institute of Certified Public Accountants; discuss with the independent auditors any suchdisclosed relationships and their impact on the independent auditors’ objectivity and independence;and consider whether the provision of non-audit services by the independent auditors is compatiblewith maintaining the independent auditors’ independence and taking or recommending that the fullboard take appropriate action to oversee the independence of the independent auditor.          *2. Report on Auditor Qualifications*               The Committee shall, at least annually, obtain and review a written report from theindependent auditors describing: (a) the auditing firm’s internal quality control procedures, and(b) any material issues raised by the most recent internal quality-control review, or peer review,of the independent auditors, or by any inquiry or investigation by governmental or professionalauthorities, within the preceding five years, respecting any audit carried out by the independentauditors, and any steps taken to deal with any such issues.          *3. Other Auditor Reports*               The Committee shall review any reports provided by the independent auditors to the Committeeas required under the Exchange Act with regard to (a) critical accounting policies and practicesused by the Company; (b) alternative treatments of financial information within GAAP for policiesand practices related to material items that have been discussed with management (includingramifications of the use of such alternative disclosures and treatments, and the treatmentpreferred by the independent auditors); and (c) other material written communications between theindependent auditors and management, such as any “management” or “internal control” letter, orschedule of unadjusted differences.          *4. Audit Issues*               The Committee shall regularly review with the independent auditors and management any problemsor difficulties the auditors may have encountered in the course of their audit work, andmanagement’s response thereto, including any restrictions on the scope of activities or access torequested information, and any significant disagreements with management.          *5. Hiring Employees of Auditors*               The Committee shall establish policies for hiring current or former partners, principals,shareholders or employees of the independent auditors in accordance with applicable law.
 

 
     ***C. ******Responsibilities Relating to Internal Audit Function and Internal Controls***          *1. Internal Audit Function*               The Committee shall have principal responsibility to assist with the Board’s oversight of theCompany’s internal audit function, including review of the performance of the internal auditfunction in providing management and the Committee with ongoing assessments of the Company’s riskmanagement processes and system of internal controls.          *2. Internal Controls; Executive Sessions*               The Committee shall meet periodically with management, the person(s) primarily responsible forthe internal audit function and the independent auditors in separate executive sessions to discussany major issues as to the quality and adequacy of the Company’s internal controls, and any othermatters that the Committee or any of these groups believes should be discussed privately.          *3. Risk Assessment and Management*               The Committee shall periodically discuss policies and guidelines with respect to riskassessment and risk management, the Company’s major financial risk exposures and the stepsmanagement has taken to monitor and control such exposures.     ***D. ******Other Activities***          *1. Earnings Releases; Guidance to Analysts*               The Committee shall, from time to time, discuss and review generally earnings press releases(with particular attention to any use of “pro forma” or “adjusted” non-GAAP information,) as wellas financial information and earnings guidance, if any, provided to analysts and rating agencies.          *2. Legal Matters*               The Committee shall review periodically with the Company’s General Counsel legal matters thatmay have a material impact on the financial statements, the Company’s compliance policies and anymaterial reports or inquiries received from regulators or governmental agencies.          *3. Complaint Procedures*               The Committee shall establish procedures for the receipt, retention and treatment ofcomplaints received by the Company regarding accounting, internal accounting controls or auditingmatters, and the confidential, anonymous submission by employees of the Company of concernsregarding questionable accounting or auditing matters.
 

 
          *4. Review of Charter and Committee Performance*               The Committee shall review and assess the adequacy of this Charter and the Committee’sperformance on an annual basis, including, in particular, the scope of the Committee’sresponsibilities, and how it carries out those responsibilities, including structure, processes andmembership requirements.          *5. Other Activities*               The Committee may perform any other activities consistent with this Charter, the Company’sby-laws and governing laws that the Committee or the Board deems necessary or appropriate.**4. AUTHORITY AND RESOURCES**          *1. Access*               The Committee shall have full and unrestricted access to all books, records, facilities andpersonnel of the Company as required or appropriate in the Committee’s sole discretion to properlydischarge its responsibilities. The Committee is empowered to investigate any matter relating toits responsibilities brought to its attention.          *2. Authority Concerning Auditors*               The Committee shall have the sole authority to, and shall, directly appoint (subject toshareholder approval pursuant to Bermuda law)**,**retain, set the terms of engagement of, evaluate,terminate, oversee and cause the Company to compensate the Company’s independent auditors(including resolution of disagreements between management and the independent auditors regardingfinancial reporting) for the purpose of preparing or issuing an audit report or performing otheraudit, audit-related or attest services for the Company. The independent auditors shall reportdirectly to the Committee.          *3. Pre-Approval of Non-Audit Services*               The Committee shall have sole authority to pre-approve all engagements for non-audit servicespermitted under the Exchange Act to be performed for the Company by the independent auditors. TheCommittee may pre-approve non-audit and audit-related services pursuant to pre-approval policiesand procedures adopted by the Committee.          *4. Advisors*               The Committee has the authority to retain independent legal, accounting and other advisors toadvise the Committee as the Committee shall deem appropriate in the discharge of itsresponsibilities.
 

 
          *5. Funding*               The Committee has the authority to determine the appropriate amount of, and require theCompany to pay, compensation to the independent auditors for services rendered to the Company,compensation to any independent legal, accounting and other advisors retained to advise theCommittee, and the administration expenses that are necessary or appropriate in the Committee’ssole discretion in the carrying out of the Committee’s duties.**5. LIMITATIONS OF COMMITTEE’S ROLE**     The Committee’s job is one of oversight and it recognizes that the Company’s management isresponsible for preparing the Company’s financial statements and that the independent auditors areresponsible for auditing those financial statements. The Company’s financial management, as well asthe Company’s independent auditors, have more time, knowledge and detailed information about theCompany than do Committee members. Consequently, in carrying out its oversight responsibilities,the Committee is not providing any expert or special assurance as to the Company’s financialstatements or any professional certification as to the independent auditors’ work. In carrying outits responsibilities, the Committee and its policies and procedures should remain flexible, inorder to best react to changing conditions and circumstances and, accordingly, the Committee maydiverge from the forgoing functions as appropriate given the circumstances.**6. DELEGATION**     The Committee may, in its discretion, form and delegate all or a portion of its authority andresponsibilities to subcommittees (which may be the Chair or other member) of the Committee whenappropriate, as permitted by the Applicable Requirements, including the authority to grantpre-approvals of engagements related to audit, audit-related and non-audit services permitted underthe Exchange Act, provided that the decisions of any such subcommittee to grant pre-approvals shallbe presented to the Committee and subject to the disclosure provisions of the Exchange Act.**7. MEETINGS**     The Committee shall meet at least four times per year on a quarterly basis, or more frequentlyas circumstances require. The Committee shall report periodically to the Board at regularlyscheduled Board meetings.*[As approved by the Audit Committee and the Board of Directors: March 17, 2011.]*