Governance

• Overview
• Board of Directors
• Executives
• Governance Principles
• Standards of Business
  Conduct and Ethics
• Supplier Code of Conduct
• Code of Ethics for Senior Financial Professionals
• Committee Responsibilities
  and Charters
  • Audit Committee
  • Compensation and Executive Development Committee
  • Governance and Nominating Committee
• Communicating With
  Directors

Committee Responsibilities and Charters

Audit Committee

Committee Members:

Peter C. Browning, Clayton C. Daley, Jr., Harvey B. Gantt, Victoria F. Haynes, James D. Hlavacek, Christopher J. Kearney, John H. Walker

The Audit Committee assists the Board in its oversight of the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the qualifications and independence of the public accounting firm engaged to prepare an audit report with respect to the Company's financial statements, and the performance of the Company's internal audit function. Pursuant to its written charter, the Audit Committee is directly responsible for, among other things:

1. the appointment, compensation and oversight of the independent auditors for the Company;
2. approving in advance all auditing services and permitted non-auditing services to be provided by the Company's independent auditors;
3. reviewing with the auditors the plan and scope of the audit and audit fees;
4. monitoring the adequacy of the Company's reporting and internal controls; and
5. meeting periodically with internal and independent auditors.

All members of the Audit Committee are financially literate as the Board in its business judgment interprets such qualification, and the Chairman of the Audit Committee has accounting or related financial management expertise. The Audit Committee is composed entirely of independent directors. All members of the Audit Committee meet the independence requirements of the NYSE listing standards for audit committee members. In the opinion of the Board, these directors are free of any relationship that would interfere with their exercise of independent judgment as members of the Audit Committee.