the integrity of the financial statements of the Company,

the independent auditors’ qualifications and independence,

the performance of the Company’s internal audit function and independent auditors, and

the compliance by the Company with legal and regulatory requirements.

compensation to any independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company,

compensation to any advisors employed by the Company as authorized under this Charter, and

ordinary administrative expenses of the Audit Committee that are necessary or appropriate to carry out its duties.

Review and discuss with management and the independent auditors the annual audited financial statements and related footnotes, including disclosures made in management’s discussion and analysis.

Review and discuss the independent auditors’ audit of the financial statements and their report thereon.

Review and discuss with management and the independent auditors the Company’s quarterly financial statements prior to the filing of its quarterly reports on Form 10-Q, including the results of the independent auditors’ review of the quarterly financial statements.

Discuss with management and the independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles.

Review and discuss with management and the independent auditors any major issues as to the adequacy of the Company’s internal controls, any special steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting.

Review and discuss with management (including the Internal Audit Manager) and the independent auditors the Company’s internal controls report and the independent auditors’ attestation of the report prior to the filing of the Company’s annual reports on 10-K.

Review and discuss with any public accounting firm that performs an audit of the Company:

all critical accounting policies and practices to be used;

all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; and

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

Discuss with management and the independent auditors the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.

Inquire of management, the Internal Audit Manager, and the independent auditors about significant risks or exposure and the steps management has taken to monitor and control such exposures.

Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (“SAS 61”) relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

Review with management the policies and procedures with respect to officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal auditor or independent auditors.

Review and evaluate the lead partner of the independent auditor team.

Ensure the rotation of the audit partner as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.

Meet with the independent auditors prior to the audit to discuss the planning and staffing of the audit. Discuss any significant changes required in the independent auditors’ audit plan.

Receive from the independent auditors a formal written statement (x) delineating all relationships between the auditors and the Company, consistent with Independence Standards Board Standard 1, and (y) confirming that such auditors do not provide tax services to any individual who fills a “financial reporting oversight role” at the Company or to an immediate family member of any such individual, consistent with the PCAOB Rules, unless an exclusion from such prohibition is available under the PCAOB Rules.

Actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors.

Take, or recommend that the Board of Directors take, appropriate action to oversee the independence of the independent auditors.

Ensure that there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, reassignment, and dismissal of the Internal Audit Manager. Periodically assess the performance of the Internal Audit Manager and the Internal Audit department including feedback to Executive management regarding the compensation and performance of the Internal Audit Manager.

Approve:

the annual audit plan and any major changes to the plan

the performance of any consulting work requested of the Internal Audit Department by management or the Board of Directors that may impede the performance of the annual audit plan

the outsourcing or co-sourcing of internal audit services, including approval of the provider of such services

Review with the independent auditors, the Corporate Controller, and the Internal Audit Manager, the audit scope and plan of the internal auditors and the independent auditors. Address the coordination of audit efforts to assure the completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.

Review with management and the Internal Audit Manager:

significant findings on internal audits during the year and management’s responses thereof,

any difficulties the internal audit team encountered in the course of their audits, including any restrictions on the scope of their work or access to required information,

any changes required in the scope of their internal audit,

the internal auditing department budget, staffing, and organizational structure

the internal auditing department charter, and

Internal Audit’s compliance with the Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing.

On a regular basis, meet separately with the Internal Audit Manager to discuss any matters that the committee or internal audit department believes should be discussed privately

Periodically review the Company’s code of ethics to ensure that it is adequate and up-to-date. Review with the Company’s general or outside counsel the results of their review of the monitoring of compliance with the Company’s code of ethics.

Review procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Review any complaints that might have been received, current status, and resolution if one has been reached.

Discuss with management and the independent auditors any correspondence from regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies.

Discuss with the Company’s general or outside counsel and the Internal Audit Manager any legal or regulatory matters that may have a material impact on the financial statements or the Company’s compliance policies and internal controls.

reviewed and discussed the audited financial statements with management,

discussed with the independent auditors matters requiring discussion by SAS 61,

received the written disclosures and letter from the independent auditors required by Independence Standards Board No. 1, and discussed with the auditors their independence, and

based on the above, recommended to the full Board that the audited financial statements be included in the Company’s annual report on Form 10-K.