Audit Committee

Independence

The Audit Committee is composed entirely of independent directors and meets regularly in executive session without management present.

Qualifications

Each member of the Audit Committee has been affirmatively determined to be financially literate and each member has also been designated as an Audit Committee Financial Expert as defined under applicable SEC rules.

Purposes and Responsibilities

The principal purpose of the Audit Committee (which is detailed fully in its Charter) is to assist the Board in its oversight of the integrity and compliance of the company’s financial statements, of the independence, qualifications and performance of the independent auditor, and of the performance of the company's internal audit function.

Audit Committee Governance Documents

	Charter
	Key Practices

The Audit Committee's members are:

	Robert P. Restrepo Jr. *
	Karen E. Dyson*
	Melina E. Higgins*†
	Elaine Sarsynski *