Audit Director

"The Corporation will provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors for the purpose of preparing or issuing an audit report, or performing other services, compensation to any advisors employed by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Audit Committee Director, you will be responsible for the following: 1. Review and discuss the Corporation’s annual audited financial statements and quarterly financial statements with management and the independent auditors, including the Corporation’s disclosures made in management’s discussion and analysis of financial condition and results of operations, prior to the filing thereof with the SEC. 2. Recommend to the Board of Directors whether the annual audited financial statements should be included in the Corporation's Annual Report on Form 10-K. Prepare and submit the audit committee report as required by the SEC to be included in the Corporation's annual meeting proxy statement. 3. Review with management and the independent auditors (a) major issues regarding accounting and auditing principles and practices and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles, and any major issues as to the adequacy of the Corporation’s internal and disclosure controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management or the auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements, including analyses of the effect of alternative Generally Accepted Accounting Principles (GAAP) methods on the Corporation’s financial statements; and (c) the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, on the Corporation’s financial statements. 4. Discuss periodically with management the quarterly earnings press releases (paying particular attention to any use of ""pro forma"", or ""adjusted"" non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies for the Corporation. This responsibility may be performed generally (i.e., by discussing the types of information to be disclosed and the type of presentation to be made). The Committee need not discuss in advance each earnings release or each instance in which the Corporation may provide earnings guidance. However, the Committee or the Chair of the 3 Committee (or another member of the Committee designated by the Chair) will review the quarterly earnings releases and discuss them with management and the independent auditors prior to their release to the public. 5. Discuss with management the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s risk assessment and risk management policies. 6. Review, prior to the CEO and CFO quarterly or annual report certification submission to the SEC, (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting; and (c) any change in internal control over financial reporting that occurred during the Corporation’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting. Oversight of Independent Auditors 7. Receive and review reports from the independent auditors at least annually describing (a) the auditors’ internal quality-control procedures, (b) any material issues raised by the most recent internal quality- control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) (to assess the auditors' independence) all relationships between the auditors and the Corporation. Annually evaluate the qualifications, performance and independence of the auditors, including reviewing and evaluating the lead partner of the auditors, monitoring compliance with all audit partner rotation requirements required by law, considering whether there should be a change of the audit firm, and considering whether the auditors’ quality controls are adequate and the provision of permitted non- audit services is compatible with maintaining the auditors’ independence, and, taking into account the opinions of management and internal auditors, present its conclusions with respect to the independent auditors to the Board of Directors. 8. Before the engagement of the independent auditor and at least annually thereafter, review and discuss with the independent auditor the auditor’s written communications to the Committee regarding the relationships between the auditor and the Corporation that, in the auditor’s professional judgment, may reasonably be thought to bear on its independence and affirm in writing to the Committee that the auditor is independent. 9. Review and discuss reports from the independent auditors related to (a) all critical accounting policies and practices used by the Corporation; (b) material alternative treatments of financial information permitted by GAAP that have been discussed with management, including the ramifications of the 4 use of such alternative disclosures and treatments, and the treatment preferred by the auditors; and (c) other material written communications between the auditors and management such as any management letter or schedule of unadjusted differences before the auditors’ quarterly or annual report on the financial statements of the Corporation is filed with the SEC. 10.Review and approve the Corporation’s policies for any hiring of employees or former employees of the independent auditors. 11.Meet with the independent auditors to review and approve the scope and staffing of the annual audit and quarterly reviews. 12.Discuss with the independent auditors the matters required to be discussed by Statements on Auditing Standards No. 114 relating to the conduct of the audit, which should include a discussion of any audit problems or difficulties and management's response, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. Oversight of Internal Audit Function 13.Review the appointment, responsibilities, and compensation of the General Auditor, and periodically review the performance of the General Auditor and the internal audit department. 14.Review with the Corporation's General Auditor: (a) the internal audit department responsibilities, budget and staffing; (b) and approve, the scope of the annual internal audit plan; (c) any comments the General Auditor may have on major issues related to the internal audit activities or restrictions, if any, imposed on them; and (d) any significant findings of internal audits and management's responses. 15.Discuss with the independent auditors and management the internal audit department responsibilities, budget and staffing. Compliance Oversight Responsibilities 16.Monitor compliance by the Corporation and its subsidiaries and controlled affiliated entities with applicable legal and regulatory requirements and the Corporation's standards of business conduct and conflict of interest policies, including periodically meeting with the Corporation’s Chief Compliance Officer and Ombuds regarding potential serious violations of the Code of Conduct, and review with the Chief Compliance Officer any material changes to the Corporation’s ethics and compliance charter and program. 17.Review with the Corporation's General Counsel legal matters that may have a material effect on the financial statements, the Corporation's compliance policies and any material reports or inquiries received from regulators or governmental agencies. 18.Meet periodically with the Corporation's senior executive officers, the Corporation's General Auditor, the Corporation’s Ombuds and the independent auditors in separate executive sessions. 19.Review and approve the Corporation’s procedures for (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters. 20.Review management’s report related to the effectiveness of the Corporation’s internal control over financial reporting and the independent auditors’ attestation report on the Corporation’s internal control over financial reporting. 21.Report regularly to the Board of Directors any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the qualifications, performance and independence of the auditors, or the performance of the internal audit department. 22.Review and approve, annually and, as appropriate, more often (including such as may be required in the event of a change in the Corporation’s hedging strategy), (a) the Corporation’s policies governing the use of swaps and other derivatives, and (b) the Corporation’s decision to enter into derivatives and swaps that are exempt from the clearing and trade execution requirements of the Commodities Exchange Act and rules and regulations promulgated thereunder. Other Responsibilities 23.Review any other matter brought to its attention within the scope of its duties and report to the Board of Directors as appropriate. 24.Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. 25.Annually review its own performance. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. These duties are the responsibility of management and the independent auditors."