I. Purpose
 

II. Composition
 

III. Meetings
 

IV.  Authority
 

The Committee shall have such authority as provided by law and regulation, or as allocated to it by the Board of Directors.

The Committee shall have the authority, at Company expense, to engage its own independent counsel and other advisers.

The Chair of the Committee may represent the entire committee for the purposes of conducting reviews and reporting to the Board of Directors.
 

V.  Responsibilities
 

1. To provide an open avenue of communication between the Company’s accounting department, internal auditor, the independent auditors and the Board of Directors.

2. To review the performance of the independent auditors and make recommendations to the Board of Directors as to the selection, appointment and/or termination of the independent auditors; and to review the range and cost of the audit and non-audit services performed by the independent auditors.

3. To confirm and assure the independence of the independent auditors through receipt of a formal written statement delineating all relationships between the auditor and the company.

4. To review with the Company’s accounting department and the independent auditors the coordination of efforts to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.

5. To meet with the independent auditors and financial management of the corporation to review the scope of the proposed annual audit and the audit procedures to be utilized, and, at the conclusion thereof, to review with management and the independent auditors the results of such audit, including any comments or recommendations of the independent auditors.

6. To consider and review with management, the Company’s accounting department and the independent auditors the adequacy of the company’s internal controls and any significant risks or exposures thereto; and to assess the steps management has taken to minimize such risks to the company.

7.  To review the financial statements contained in the annual report to shareholders with management and the independent auditors to determine that the independent auditors are satisfied with the disclosures, underlying estimates and content of the financial statements to be presented to the shareholders.  Any changes in accounting principles should be reviewed.

8.  To review filings with the S.E.C. and other published documents, containing the company’s financial statements for consistency.

9.  To consider and review with management, the Company’s accounting department and the independent auditor any significant findings during the year.

10. To maintain minutes of all meetings of the Audit Committee.

11. To report periodically to the Board of Directors on significant results of any activity falling within the committee’s purview.

12. To investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel, auditors or others for assistance in the conduct of any investigation.

13. To ensure that the lead partner and reviewing partner of the independent auditors are rotated every five years.

14. To establish procedures to receive and address complaints about the company’s accounting practices, internal controls, or auditing matters, including anonymous or confidential submissions by employees.

15. If applicable, to designate and disclose a member of the committee as its “financial expert.”

16. To oversee the company’s internal audit program, including, but not limited to, the retention of a competent individual or firm to conduct the internal audits, development and review of an internal audit program which will facilitate management’s assessment of the company’s internal controls, and to review regular reports from the company’s internal auditor concerning the results from the various controls and procedures tested.

17. To maintain complete communication with the company’s independent auditor in regard to critical accounting policies and practices applied, alternative treatments within GAAP that have been discussed with management, the ramifications of, the use thereof, and the treatment(s) recommended by the accounting firm.

18. To pre-approve any non-audit service provided by the independent auditor.

19. To ensure that the independent auditor does not perform any prohibited non-audit services including bookkeeping, financial information system design, appraisal or valuation services, actuarial services, internal audit outsourcing services, broker-dealer services, investment advisory or investment banking services, legal services or expert services not related to the audit.

20. The Committee shall review with the Chief Executive Officer, the Chief Financial Officer, and the General Counsel the Company's disclosure controls and procedures and shall review periodically, but in no event less frequently than quarterly, management's conclusions about the effectiveness of such disclosure controls and procedures, including any significant deficiencies in, or material non-compliance with, such controls and procedures.