Audit Committee Charter

Purpose

To assist the board of directors in fulfilling its oversight responsibilities for (1) the integrity of the company's financial statements, (2)the company's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications and independence, and (4) the performance of the company's internal audit function and independent auditors. The audit committee will also prepare the report that SEC rules require be included in the company's annual proxy statement.

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