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TRILLIUM THERAPEUTICS INC.CHARTER OF THE AUDIT
COMMITTEEOF THE BOARD OF DIRECTORS

Approved by the Board of Directors on March 9, 2017

POWER, AUTHORITY AND PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the Committee) of the
Board of Directors (the Board) of Trillium Therapeutics Inc. (together with
its subsidiaries,the Company) is to assist the Board in:

- Overseeing the integrity of the Companys financial statements and the
  Companys accounting and financial reporting processes and financial statement
  audits.
- Overseeing the Companys compliance with legal and regulatory requirements.
- Overseeing the qualifications and independence of the Companys registered
  public accounting firm (independent auditor).
- Overseeing the performance of the Companys independent auditor.
- Overseeing the design, implementation and on-going effectiveness of the
  Companys systems of disclosure controls and procedures, risk management
  systems, internal control over financial reporting and compliance with ethical
  standards adopted by the Company.

The operation of the Committee shall be subject to the Bylaws
of the Company, as in effect from time to time, and the rules and regulations
promulgated by the Ontario Securities Commission, the Toronto Stock Exchange,
the U.S. Securities and Exchange Commission (SEC) and the NASDAQ Stock Market
LLC (NASDAQ), as in effect from time to time. The Committee shall have the
full power and authority to carry out the duties and responsibilities listed
below.

While the Committee has the responsibilities and powers set
forth in this charter (this Charter), it is not the duty of the Committee to
plan or conduct audits or to determine that the Companys financial statements
are complete and accurate and are in accordance with generally accepted
accounting principles. Management is responsible for preparing the Companys
financial statements, and the Companys independent auditor is responsible for
auditing those financial statements.

The Committee has the authority to undertake the specific
duties and responsibilities listed below and such other duties as the Board may
from time to time prescribe. It is acknowledged, however, that all of the areas
of oversight listed below may not be relevant to all of the matters and tasks
that the Committee may consider and act upon from time to time, and the members
of the Committee in their judgment may determine the relevance thereof and the
attention such items will receive in any particular context.

The Committee shall have the power and authority to act
independently of management, conduct investigations into any matters within its
scope of responsibility, hire and obtain advice from its own outside legal,
accounting or other advisors who will report solely to the Committee, set and

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pay the compensation for any advisors employed by the Committee
and communicate directly with internal and external auditors.

Committee members and the Committee Chair shall receive such
remuneration for their service on the Committee as the Board may determine from
time to time, on the recommendation of the Compensation Committee.

COMPOSITION

The Committee shall be comprised of a minimum of three members,
each of whom, in the determination of the Board, satisfies the independence,
financial literacy and experience requirements of applicable U.S. and Canadian
securities laws, rules and guidelines, any applicable stock exchange
requirements or guidelines and any other applicable regulatory rules.

In particular:

| | 1. | each member shall be (a) an Independent Director, as
      defined in NASDAQ Marketplace Rule 5605(a)(2), and (b) independent
      within the meaning of Rule 10A-3 under the Securities Exchange Act of
      1934, as amended (the Exchange Act), and the determination of
      independence will be affirmatively made by the Board annually, provided
      that the Board may elect to take advantage of any exemption from such
      requirements provided in the NASDAQ rules or the Exchange Act;
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. | each member shall meet the independence and financial
      literacy requirements set forth in Canadian National Instrument 52-110
      Audit Committeesand such additional criteria for independence as
      the Board may establish;                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3. | each member shall not have participated in the
      preparation of the financial statements of the Company (or any then
      current subsidiary of the Company) at any time during the past three
      years;                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | each member shall be able to read and understand
      fundamental financial statements in accordance with the audit committee
      requirements for companies listed on NASDAQ in NASDAQ Marketplace Rule
      5605(c)(2)(A)(iv); and                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5. | at least one (1) member shall, in the judgment of the
      Board, be an audit committee financial expert within the meaning of such
      term in Item 407(d) of Regulation S-K of the SEC.                                                                                                                                                                                                                                                                                                                    

The chairperson of the Committee (the Chair) will be
appointed by the Board on the recommendation of the Corporate Governance and
Nominating Committee and will serve at the discretion of the Board, and all
members will serve at the pleasure of the Board, continuing as a member of the
Committee until resignation or replacement. The Board may fill vacancies on the
Committee by appointment, on the recommendation of the Corporate Governance and
Nominating Committee, from qualified members of the Board.

The designation of the Chair shall occur annually at the first
meeting of the Board after a meeting of shareholders at which Directors are
elected. If the Chair is not so designated, the Director who is then serving as
Chair shall continue as Chair until his or her successor is appointed.

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COMMITTEE FUNCTION AND PROCESS

The Committee will meet at least once each fiscal quarter. The
Committee may establish its own schedule and call additional meetings as it
deems necessary to fulfill its responsibilities. The Committee shall fix its own
rules of procedure, which shall be consistent with the Bylaws of the Company and
this Charter. A majority of the Committee members, but not less than two, shall
constitute a quorum. Committee meetings may be attended in person or by
telephone or video conferencing or any other electronic means of communication
as permit all persons participating in the meeting to communicate with each
other simultaneously and instantaneously. The Committee may request that any
directors, officers or employees of the Company, or other persons whose advice
and counsel are sought by the Committee, attend any meeting to provide such
information as the Committee requests. The Committee may take action by
unanimous written consent when deemed necessary or desirable by the Committee or
its Chair, subject to the requirements of any applicable law, regulation or
rule.

Committee members may raise any subjects that are not set on
the agenda by the Committee Chair.Each regularly scheduled meeting will conclude
with an executive session of the Committee absent members of management.

The Committee will meet separately with the Chief Executive
Officer and the Chief Financial Officer at such times as it deems appropriate to
review the financial affairs of the Company. The Committee will meet separately
with the independent auditor and without management present, at such times as it
deems appropriate, but not less than quarterly, to fulfill the responsibilities
of the Committee under this Charter.

The independent auditor shall receive notice of each meeting of
the Committee and shall be entitled to attend and be heard at any such meeting
at the Company's expense.

The Committee shall maintain copies of minutes of each meeting
and each written consent to action taken without a meeting, reflecting the
actions so authorized or taken by the Committee. After approval, the minutes
shall be signed by the Chair or Secretary of the meeting and a copy of the
minutes and all consents shall be placed in the Companys minute book.

The Committee will summarize its examinations and
recommendations to the Board as may be appropriate, consistent with this
Charter.

ROLE OF THE CHAIR

The Chairs primary role is to ensure that the Committee
functions properly, meets its obligations and responsibilities, fulfills its
purpose and that its organization and mechanisms are in place and working
effectively. More specifically, the Chair shall:

| | 1. | chair meetings of the Committee;                                                                                                                                                                                                                                                         
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                          
| | 2. | in consultation with the Chair of the Board, the members,
      and the Chief Financial Officer, set the agendas for the meetings of the
      Committee;                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                          
| | 3. | in collaboration with the Chair of the Board, the Chief
      Executive Officer, and the Chief Financial Officer, ensure that agenda
      items for all Committee meetings are ready for presentation and that
      adequate information is distributed to members in advance of
  such

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| |    | meetings in order that members may properly inform
      themselves on matters to be acted upon;                                                                                                           
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| |    |                                                                                                                                                                                                            
| | 4. | assign work to members;                                                                                                                                                                                    
| |    |                                                                                                                                                                                                            
| | 5. | act as liaison and maintain communication with the Chair
      of the Board and the Board to optimize and co-ordinate input from
      directors, and to optimize the effectiveness of the Committee;
  and
| |    |                                                                                                                                                                                                            
| | 6. | provide leadership to the Committee with respect to its
      functions as described in this Charter and as otherwise may be
      appropriate.                                                            

DUTIES AND RESPONSIBILITIES

The Committee shall:

| | 1. | Be responsible for overseeing the design, implementation
      and on-going effectiveness of policies and procedures for providing
      reasonable assurance regarding the reliability of financial reporting and
      the preparation of financial statements for external purposes in
      accordance with generally accepted accounting principles, including those
      policies and procedures that: (i) pertain to the maintenance of records
      that in reasonable detail accurately and fairly reflect the transactions
      and dispositions of the assets of the Company; (ii) provide reasonable
      assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and (iii) provide reasonable assurance regarding
      prevention or timely detection of unauthorized acquisition, use or
      disposition of the Companys assets that could have a material effect on
      the financial statements.
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 2. | Periodically review the adequacy and effectiveness of the
      Companys system of internal control over financial reporting and
      disclosure controls and procedures, by meeting with the Companys
      management, the independent auditor and the Chair of the Disclosure
      Committee to review the adequacy and effectiveness of such controls; and
      review before its release the disclosure regarding such system of internal
      control and disclosure controls required to be contained in the Companys
      periodic filings and the attestations or reports by the independent
      auditor relating to such disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 3. | Review with the chief executive officer, the chief
      financial officer, and the independent auditor: (i) all significant
      deficiencies and material weaknesses in the design or operation of the
      Companys internal controls that could adversely affect the Companys
      ability to record, process, summarize and report financial information
      required to be disclosed by the Company in the reports that it files or
      submits with applicable securities regulators within the required time
      periods, and (ii) any fraud, whether or not material, that involves
      management of the Company or other employees who have a significant role
      in the Companys internal controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 4. | Be directly responsible, in its capacity as a committee
      of the Board and subject to the rights of shareholders and applicable law,
      for the selection, nomination, retention, termination and oversight of the
      work of any independent auditor (including the resolution of disagreements
      between management and the independent auditor regarding financial
      reporting) engaged for the purpose of preparing or issuing an audit report
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| |     | performing other audit, review or attest services for the
      Company. The Committee shall recommend to the Board the independent
      auditor to be nominated for approval by the shareholders and the
      compensation of the independent auditor. Each such independent auditor
      shall report directly to the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 5.  | Pre-approve all audit services to be provided to the
      Company by the independent auditor, and pre-approve, or establish policies
      and procedures for the review and pre-approval of all permitted non-audit
      services to be provided to the Company by the independent
  auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 6.  | Review and provide guidance with respect to the external
      audit and the Companys relationship with its independent auditor by (a)
      reviewing the independent auditors proposed audit plan (including scope,
      fees and schedule), approach and independence; (b) obtaining on a periodic
      basis, but no less frequently than annually, a formal written statement
      from the independent auditor delineating all relationships between the
      independent auditor and the Company concerning auditor independence; being
      actively engaged in dialogue with the independent auditor with respect to
      any disclosed relationship or services with the Company that may impact
      the objectivity and independence of the independent auditor, presenting
      this statement to the Board, and to the extent there are relationships,
      monitoring and investigating them; (c) taking, or recommending to the
      Board to take, appropriate action to oversee the independence of the
      independent auditor; (d) reviewing any publicly available inspection
      report on the independent auditor issued by the Public Company Accounting
      Oversight Board or the Canadian Public Accountability Board; (e)
      discussing with the Companys independent auditor the financial statements
      and audit findings, including any significant adjustments, management
      judgments and accounting estimates, significant new accounting policies
      and disagreements with management; (f) reviewing with both management and
      the independent auditor the appropriateness and acceptability of the
      Companys critical accounting policies and any proposed changes thereto;
      and (g) reviewing reports submitted to the audit committee by the
      independent auditor in accordance with the applicable regulatory
      requirements.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 7.  | Review any problems experienced by the independent
      auditor in performing audits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 8.  | Review and discuss with management and the independent
      auditor, and approve the annual audited financial statements and quarterly
      unaudited financial statements, including the Companys disclosures under
      Managements Discussion and Analysis of Financial Condition and Results
      of Operations, prior to filing with regulatory authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 9.  | Recommend to the Board the approval and filing of the
      annual audited financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 10. | Periodically review and discuss with the Chair of the
      Disclosure Committee the disclosures contained in the Companys filings
      with the regulatory authorities prior to filing and the processes and
      procedures followed to ensure the accuracy of such disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 11. | Direct the Companys independent auditor to review before
      filing with all regulatory authorities the Companys interim financial
      statements, using professional standards and procedures for conducting
      such reviews.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12. | Review all material written communications between the
      independent auditor and management, including post audit or management
      letters containing recommendations of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |     | the independent auditor, managements response and follow
      up with respect to the identified weaknesses.                                                                                                                                                                                                                                                                                                                                                    
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 13. | Review before release any press release including annual
      and quarterly results or forecasts.                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 14. | Satisfy itself that adequate procedures are in place for
      the review of the Companys public disclosure of financial information
      extracted or derived from the Companys financial statements (including,
      without limitation, the use of pro forma or non-GAAP financial
      information), other than the public dissemination referred to in the
      foregoing paragraph, and periodically assess the adequacy of those
      procedures.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 15. | Oversee compliance with the regulatory requirements for
      disclosure of auditors services and audit committee members, member
      qualifications and activities.                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 16. | Review and reassess the adequacy of the Whistleblower
      Policy, the Auditor Services Pre- Approval Policy, and the Corporate
      Disclosure and Confidentiality Policy on at least an annual basis and
      recommend any proposed changes to the Board for approval.                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 17. | Review, in conjunction with counsel, any legal matters
      that could have a significant impact on the Companys financial
      statements.                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 18. | Engage, as appropriate, outside legal, accounting and
      other advisors, with (a) the authority to retain such counsel or other
      advisors as the Committee may deem appropriate in its sole discretion, and
      (b) the sole authority to determine funding, approve fees and retention
      terms for such counsel and advisors.                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 19. | Review and approve in advance any proposed related-party
      transactions, and report any such transactions to the Board.                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 20. | Review and reassess the adequacy of the Audit Committee
      charter, structure, processes and membership requirements on at least an
      annual basis and recommend any proposed changes to the Board for
      approval.                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 21. | Establish procedures for the receipt, retention and
      treatment of complaints received by the Company regarding accounting,
      internal accounting controls or auditing matters; and establish procedures
      for the confidential, anonymous submission by employees of the Company of
      concerns regarding questionable accounting or auditing matters.                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 22. | Review, approve and monitor the Companys investment
      policy, investment portfolio, cash management objectives, and exposure to
      market risk.                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 23. | Review the effectiveness of the Companys risk management
      system to assure that material risks are identified and appropriate risk
      management processes are in place.                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 24. | Review and discuss with management the Companys major
      financial risk exposures and the steps management has taken to monitor and
      control such exposures.                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 25. | Review with management and the external auditor the
      presentation and impact of significant risks and uncertainties associated
      with the Companys business, all alternative treatments of financial
      information with generally accepted accounting principles that have been
      discussed with management, the material assumptions made by management
      relating to them and their effect on the Companys financial
      statements.  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 26. | Periodically review the Companys practices to maintain
      the security of its information technology
systems.                                                                                                                                                                                                                                                                                                                                                

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| | 27. | Ensure the regular rotation of the lead audit partner,
      the concurring partner and other audit partners engaged in the Companys
      annual audit to the extent required by applicable law.                                                                                                                         
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| |     |                                                                                                                                                                                                                                                                                                                            
| | 28. | Perform an evaluation of its performance at least
      annually to determine whether it is functioning effectively.                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                            
| | 29. | Establish, or review and approve, in accordance with
      applicable law, hiring policies for partners, employees or former partners
      and employees of the present and former independent auditor and oversee
      the hiring of any personnel from the independent auditor into positions
      within the Company.
| |     |                                                                                                                                                                                                                                                                                                                            
| | 30. | Obtain assurance from the independent auditor that
      disclosure to the Committee is not required pursuant to the provisions of
      the Exchange Act regarding the discovery of illegal acts by the
      independent auditor.                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                            
| | 31. | Review managements processes in place to prevent and
      detect fraud.                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                            
| | 32. | Review policies and practices with respect to off-balance
      sheet transactions and trading and hedging activities, and consider the
      results of any review of these areas by the independent auditor.                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                            
| | 33. | Review with the chief executive officer and the chief
      financial officer their certifications required to be included in periodic
      reports filed with securities regulators.                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                            
| | 34. | Perform any other activities consistent with this
      Charter, the Companys bylaws and governing laws that the Board or the
      Committee determines are necessary or appropriate.                                                                                                                                    

DELEGATION OF AUTHORITY

The Committee may, in accordance with law, delegate to one or
more independent members of the Committee the authority to pre-approve audit and
permitted non-audit services, provided that such pre-approval decision is
presented to the full Committee at its first scheduled meeting following such
pre-approval.

RESOURCES AND ADDITIONAL AUTHORITY OF THE COMMITTEE

The Committee shall have the resources and authority
appropriate to discharge its duties and responsibilities in accordance with this
Charter. Without limiting the generality of the foregoing, (i) the Committee
shall have the authority to retain or obtain advice and counsel from legal or
other advisors, including legal counsel or other advisors; (ii) the Committee
shall be directly responsible for the appointment, compensation and oversight of
the work of any legal counsel and other advisors retained by the Committee, and
in connection therewith, the Committee shall have the sole authority to approve
the advisors or counsels fees and other retention terms; and (iii) subject to
such funding either being included in an annual budget of the Company or
otherwise being approved by the Board, the Company shall provide appropriate
funding, for payment of (A) compensation to 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; (B) compensation to any legal counsel
or other advisors retained by the Committee; and (C) ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its
duties.

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