Exhibit
        99.1
  **AUDIT
        COMMITTEE CHARTER**
  **I.
        APPOINTMENT OF AUDIT COMMITTEE**
  The
        Company's By-Laws authorize the Board of Directors to appoint committees
        having
        the authority to perform such duties as the Board may determine. The Board
        of
        Directors has appointed or will appoint an Audit Committee to serve the purposes
        set forth in this Charter, and has delegated or will delegate the duties
        and
        responsibilities set forth in this Charter to the Audit Committee. The Audit
        Committee, once formed, will report to the Board of Directors as provided
        in
        this Charter.
  **II.
        PURPOSE**
  (1)
        The
        Audit Committee shall assist the Board of Directors in fulfilling its fiduciary
        and oversight responsibilities relating to the Company's financial reporting
        standards and practices and the integrity of the Company's financial
        statements.
  (2)
        The
        Audit Committee shall monitor the adequacy of and promote the Company's
        continued emphasis on internal controls.
  (3)
        The
        Audit Committee shall assist the Board's oversight of the performance of
        the
        Company's internal audit function and independent auditors, and the independent
        auditor's qualifications and independence.
  (4)
        The
        Audit Committee shall maintain open, continuing and direct communication
        between
        the Board of Directors, the Audit Committee and both the Company's independent
        auditors and its internal auditors.
  (5)
        The
        Audit Committee shall monitor the Company's compliance with legal and regulatory
        requirements and shall have the authority to initiate any special investigations
        of conflicts of interest, and compliance with federal, state and local laws
        and
        regulations, including the Foreign Corrupt Practices Act, as may be
        warranted.
  (6)
        The
        Audit Committee shall prepare the annual Audit Committee Report required
        by the
        rules and regulations of the Securities and Exchange Commission to be included
        in the Company's annual proxy statement.
  **III.
        OPERATING POLICIES**
  (1)
        The
        Audit Committee shall be composed of three or more independent members of
        the
        Board of Directors. A director's independence, including any additional
        qualifications applicable to Audit Committee members, shall be determined
        in
        accordance with the Company's Principles of Corporate Governance. The Corporate
        Governance and Responsibility Committee will recommend to the Board the
        directors to be members of, and to fill any vacancies on, the Audit Committee
        (including the position of Audit Committee Chair), as provided in the Principles
        of Corporate Governance. The Board may remove a member from the Audit Committee
        at any time, with or without cause.
  (2)
        The
        Audit Committee shall hold such meetings as it shall deem advisable but shall
        meet a minimum of six times per calendar year of which at least one meeting
        shall occur at least once every quarter. Minutes of all Audit Committee meetings
        shall be taken and approved by subsequent action. The Audit Committee shall
        circulate the minutes of the Audit Committee meetings to the Board for
        review.
  (3)
        The
        Audit Committee shall meet at such times and places as the Audit Committee
        shall
        deem advisable on the call of the Chairman of the Audit Committee, the Chairman
        of the Board, the Chief Executive Officer, or, in their absence, by any member
        of the Audit Committee. The presence of a majority of the members of the
        Audit
        Committee then in office shall constitute a quorum for the transaction of
        business. The Audit Committee shall determine its rules of procedure in
        accordance with the Company's Principles of Corporate Governance.
  (4)
        Upon
        the request of the Company's independent auditors or the Company's internal
        auditor, the Chairman of the Audit Committee shall convene a meeting of the
        Audit Committee to consider any matters such auditors believe should be brought
        to the attention of the Audit Committee, directors or shareholders.
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  (5)
        At
        each regular Board meeting held following an Audit Committee meeting, the
        Audit
        Committee shall report to the Board regarding the action taken by the Audit
        Committee.
  (6)
        The
        Audit Committee has the authority to retain independent, outside counsel
        or
        other professional services as it deems necessary, without seeking Board
        approval. The Audit Committee also has the authority to direct and supervise
        an
        investigation into any matter, without seeking Board approval.
  (7)
        The
        Company shall provide such funding as the Audit Committee determines is
        necessary for payment of compensation to the independent auditor and any
        counsel
        or other advisors employed by the Audit Committee and for the ordinary
        administrative expenses of the Audit Committee in the performance of its
        duties.
  **IV.
        DUTIES AND RESPONSIBILITIES**
  (1)
        The
        Audit Committee is directly responsible for the appointment, compensation,
        retention, termination and oversight of the work (including the resolution
        of
        any disagreements between management and the independent auditor regarding
        financial reporting) of any independent auditor engaged for the purpose of
        preparing or issuing an audit report or performing other audit, review or
        attest
        services for the Company, subject (if applicable) to subsequent shareholder
        ratification. The independent auditor engaged for the purpose of preparing
        or
        issuing an audit report or performing other audit, review or attest services
        for
        the Company shall be a "registered public accounting firm," as provided in
        the
        Sarbanes-Oxley Act of 2002 and the regulations thereunder, and shall report
        directly to the Audit Committee.
  (2)
        The
        Audit Committee shall review with the independent auditors their audit plans
        and
        scope for the coming year and any non-audit services to be performed by such
        independent auditor. The Audit Committee shall review the compensation to
        be
        paid to the independent auditors for all audit and non-audit services to
        be
        performed. Subject to a de minimis exception relating to non-audit services,
        which is described in the following sentence, ***all*** audit
        and non-audit services to be performed for the Company by the independent
        auditor must be pre-approved by the Audit Committee or entered into pursuant
        to
        pre-approval policies and procedures established by the Audit Committee.
        Pre-approval of non-audit services shall not be required if:
  (a)
        the
        aggregate amount of all non-audit services provided to the Company does not
        exceed 5% of the total amount of revenues paid by the audit client to its
        independent auditor during the fiscal year in which the non-audit services
        are
        provided;
 (b)
        the
        services were not recognized by the Company at the time of the engagement
        to be
        non-audit services; and
 (c)
        the
        services are promptly brought to the attention of the Audit Committee and
        approved by the Audit Committee prior to completion of the audit.
  Any
        pre-approval policies and procedures established by the Audit Committee:
  (a)
        must
        be detailed as to the particular services;
 (b)
        must
        provide that the Audit Committee will be informed of each service; and
 (c)
        may
        not delegate the Audit Committee's responsibilities to management.
  The
        Audit
        Committee may delegate this pre-approval function to one or more members
        of the
        Audit Committee. The decisions of any Audit Committee member to whom
        pre-approval authority has been delegated shall be presented to the Audit
        Committee at its regularly scheduled meetings. Any non-audit service
        pre-approved by the Audit Committee (or any member to whom authority has
        been
        delegated) and any non-audit service entered into pursuant to pre-approval
        policies and procedures established by the Audit Committee shall be disclosed
        by
        the Company as required by law.
  (3)
        At
        least annually, the Audit Committee shall obtain and review a report by the
        independent auditor describing:
  (a)
        the
        firm's internal quality-control procedures;
 (b)
        any
        material issues raised by the firm's most recent internal quality-control
        review, or peer review, of the firm, or by any inquiry or investigation by
        governmental or professional authorities, within the preceding five years,
        respecting one or more independent audits carried out by the firm, and any
        steps
        taken to deal with any such issues; and
 (c)
        all
        relationships between the independent auditor and the Company.
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  (4)
        After
        reviewing the report discussed in (3) above and the independent auditor's
        work
        throughout the year, the Audit Committee shall evaluate the independent
        auditor's qualifications, performance and independence. The evaluation will
        include a review and evaluation of the lead partner of the independent auditor
        assigned to the Company's audit. The evaluation also will consider the opinions
        of management and the Company's internal auditors. The audit partners shall
        be
        rotated as required by law. The Audit Committee shall present the results
        of its
        evaluation of the independent auditor to the Board.
  (5)
        To
        assist the Audit Committee in effectively performing its oversight function,
        the
        Audit Committee shall meet periodically in separate sessions with management,
        the internal auditors and with the independent auditors.
  (6)
        The
        Audit Committee shall regularly review with the independent auditor any problems
        or difficulties that the independent auditor encounters in the course of
        the
        audit work, including management's response. The review shall include a review
        of any restrictions on the scope of the independent auditor's activities
        or on
        access to requested information and any significant disagreements with
        management. The Audit Committee also shall review with the independent
        auditors:
  (a)
        the
        audit report and their comments arising from the audit;
 (b)
        all
        critical accounting policies and practices to be used;
 (c)
        all
        alternative treatments within generally accepted accounting principles for
        policies and practices related to material items that have been discussed
        with
        Company management, including the ramifications of the use of such alternative
        disclosures and treatments and the treatment preferred by the independent
        auditor; and
 (d)
        other
        material written communications between the independent auditor and management,
        such as any management letter or schedule of unadjusted
        differences.
  (7)
        The
        Audit Committee shall review with the Company's internal auditors the internal
        audit organization and the internal audit goals and plans and discuss the
        findings and recommendations resulting from internal audits.
  (8)
        The
        Audit Committee shall review with the Company's Controller the adequacy of
        the
        Company's overall systems of internal control and the responses taken with
        respect to the audit findings. In addition, the Audit Committee shall review
        specifically with each of the Chief Executive Officer, the Chief Financial
        Officer and the independent auditor their assessments of the Company's internal
        controls, as required by applicable law.
  (9)
        The
        Audit Committee shall discuss the annual audited financial statements and
        the
        quarterly unaudited financial statements with management and the independent
        auditor prior to their filing with the Securities and Exchange Commission
        in the
        Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
        The
        discussion of the annual and quarterly financial information also shall include
        a review of the Company's disclosures in the section entitled "Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations."
  (10)
        Periodically, the Audit Committee shall have a general discussion regarding
        earnings press releases, as well as financial information and earnings guidance
        provided to analysts and rating agencies. These discussions need not occur
        in
        advance of each earnings release or instance in which the Company may provide
        financial information or earnings guidance.
  (11)
        The
        Audit Committee shall review with the Company's financial management on a
        periodic basis (a) issues regarding accounting principles and financial
        statement presentations, including any significant changes in the Company's
        selection or application of accounting principles, and (b) the effect of
        any
        regulatory and accounting initiatives, as well as off-balance sheet structures,
        on the financial statements of the Company.
  (12)
        The
        Audit Committee shall review with the Company's financial management any
        unusual, non-operating and/or non-recurring items and the general quality
        of
        earnings reported by the Company.
  (13)
        The
        Audit Committee shall review any analyses prepared by management and/or the
        independent auditor setting forth significant financial reporting issues
        and
        judgments made in connection with the preparation of the financial statements,
        including analyses of the effects on the financial statements of alternative
        methods under generally accepted accounting principles.
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  (14)
        The
        Audit Committee shall review periodically, but at least once each year, all
        material agreements between the Company and any business organization wherein
        a
        Company director or officer is also a director or officer of such organization
        to assure that such are fair to the Company and its shareholders.
  (15)
        The
        Audit Committee shall ensure that the independent auditors submit on a periodic
        basis to the Audit Committee a formal written statement delineating all
        relationships between such auditors and the Company. The Audit Committee
        also
        shall actively engage in dialogues with the independent auditors with respect
        to
        any disclosed relationships or services that may impact the objectivity and
        independence of such auditors, and recommend that the Board of Directors
        take
        appropriate action in response to the independent auditors' reports to satisfy
        itself of such auditors' independence.
  (16)
        The
        Audit Committee shall recommend to the Board of Directors policies and
        procedures to be developed for dealing with various matters as to which
        conflicts of interest may arise and periodically review the application of
        such
        policies and procedures.
  (17)
        The
        Audit Committee shall have responsibility for monitoring the Company's policies
        for compliance with federal, state, local and foreign laws and regulations
        as
        well as the Company's policies on corporate conduct. The Audit Committee
        shall
        have the authority to review the Company's legal and ethical compliance program
        and to institute any changes or revisions to such program as may be deemed
        warranted or desirable by the Audit Committee. The Audit Committee shall
        be
        responsible for reviewing and determining whether to grant any requests by
        directors or executive officers for waivers of the Company's Business Ethics
        and
        Conduct Policy. Any such waiver shall be disclosed to shareholders, as required
        by law. In addition, the Audit Committee shall establish procedures
        for:
  (a)
        the
        receipt, retention and treatment of complaints received by the Company regarding
        accounting, internal accounting controls or auditing matters; and
  (b)
        the
        confidential, anonymous submission by employees of the Company of concerns
        regarding questionable accounting or auditing matters.
  (18)
        As
        appropriate, the Audit Committee shall obtain advice and assistance from
        outside
        legal, accounting or other advisors.
  (19)
        Periodically, the Audit Committee shall discuss guidelines and policies with
        respect to risk assessment and risk management. The discussion will include
        a
        review of the Company's major financial risk exposures and the steps management
        has taken to monitor and control such exposures.
  (20)
        The
        Audit Committee shall set clear hiring policies for employees or former
        employees of the Company's independent auditor.
  (21)
        The
        Audit Committee shall conduct an annual self-evaluation, which will be
        incorporated into the Corporate Governance and Responsibility Committee's
        annual
        report to the Board on Board and committee performance.
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