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Charter for the Qualified Legal Compliance Committee of the Board of Directors

Purpose

The purpose of the Qualified Legal Compliance Committee (“QLCC”) established by this charter is to make such examinations as are necessary with respect to attorney reports of certain material violations (“Attorney Reports”) that are required under applicable standards of professional conduct established by the Securities and Exchange Commission (“SEC”).

Composition

The QLCC shall at all times consist of no fewer than three directors who are not employees of the Company. At least one member of the QLCC must be a current member of the Audit Committee.

Meetings

The QLCC will meet as necessary to develop its procedures and to discharge its responsibilities.

Authority and Duties

Acting by majority vote, the QLCC will:

• Establish written procedures for the confidential receipt, retention and consideration of Attorney Reports.
• Inform the General Counsel and the Chief Executive Officer of any report of evidence of a material violation contained in such Attorney Reports, unless the QLCC decides that reporting the evidence to one or both such officers would be, under the circumstances, futile.
• Decide if an investigation is necessary to determine whether the material violation specified in the Attorney Report has occurred, is occurring, or is about to occur. If such an investigation is undertaken, the QLCC will
• Notify the Audit Committee or the full Board of Directors.
• Initiate the investigation, which may be undertaken either by the General Counsel or outside counsel.
• Retain such additional expert personnel as the QLCC deems necessary to complete the investigation. At the conclusion of any such investigation, the QLCC will:
• Direct the company to adopt appropriate remedial measures, including appropriate disclosures or the imposition of appropriate sanctions.
• Inform the General Counsel, the Chief Executive Officer and the Board of Directors of the results of the investigation and the appropriate remedial measures to be adopted.
  If the Company fails in any material respects to take any of the remedial measures recommended by the QLCC, the QLCC has the authority to take all other appropriate action, including notifying the SEC.
  The QLCC may undertake such other duties as the Board of Directors from time to time may prescribe.

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