Audit Committee Charter

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Ullico Inc. Charter of the Audit Committee of the Board of Directors

Purpose of Committee

The primary purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Ullico Inc. (the "Company") is to provide assistance to the Board in fulfilling its responsibility to the stockholders relating to corporate accounting, reporting practices of the Company, and the quality and integrity of the financial reports of the Company. The Committee’s responsibilities include oversight and monitoring of the Company’s financial reporting, internal controls and internal and external auditing. The Committee relies on work performed and opinions expressed by the management of the Company, its independent auditors and any consultants it may hire in fulfilling its oversight responsibilities. In that regard, the Committee does not provide any expert or other special assurances as to the Company’s financial statements. The Company’s executive management remains responsible for the preparation of the financial statements in accordance with generally accepted accounting principles and the Company’s independent auditors remain responsible for auditing and expressing an opinion on those financial statements.

The Committee's primary duties and responsibilities are to:

• Oversee the reliability and integrity of the accounting policies and financial reporting and disclosure practices chosen, implemented and maintained by management.
• Oversee management’s establishment and maintenance of processes to assure that a reasonable system of internal controls is functioning effectively. 
• Oversee management’s establishment and maintenance of processes to assure compliance with all applicable laws, regulations, and Company policy. This includes establishment of a process for reporting of violations to the Committee. 
• Provide an open avenue of communication among the Company’s independent accountants, financial and senior management, the Internal Auditing Department and the Board of Directors. 
• Select, retain on an annual basis, and when necessary terminate the Company's independent auditor, and pre-approve non-audit services that may impact on the independence of the auditor.

Committee Structure and Composition

The Committee shall be comprised of not less than five directors each of whom shall be free from the influence of management or corporate relationships that could improperly influence his or her judgment as a committee member. The Board of Directors shall determine annually that the members of the Committee meet the standard of independence set forth in the Company’s Corporate Governance Guidelines.

All members of the Committee shall have a working familiarity with basic finance and accounting practices. At least one member of the Committee shall be a qualified "financial expert" as defined by the United States Securities and Exchange Commission. Committee members may enhance their familiarity with finance and accounting by participating in educational programs. The Board shall make a determination as to whether a particular Director satisfies the requirements for membership on the Committee.

The members of the Committee shall be appointed annually by the process as set forth in the bylaws. The Chairman shall designate a Chairperson of the Committee subject to the approval of the Board of Directors.

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain advisors, experts and consultants if the Committee determines that these resources are not available through management, or if available, are not appropriate for use by the Committee in a given circumstance. The Committee has the authority to meet with all Company personnel in order to discharge its duties under this charter.

Committee Operations

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, not less than four times annually. The Committee shall meet at least four times annually, and at such other times as the Committee deems appropriate, with the Chief Financial Officer, the independent accountants and the director of the Company’s Internal Audit Department, to discuss any matters that the Committee or each of the meeting participants believe should be discussed privately; members of the Committee may participate in such meetings telephonically. The Committee shall receive and review quarterly communications from the independent accountants and management regarding financial results and shall meet, in person or telephonically, with appropriate representatives of management and, if the Committee deems it appropriate, with the Company's independent accountants to discuss such financial results.

The Committee shall maintain copies of minutes of each meeting of the Committee, and each written consent action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents shall be placed in the Company's minute book.

Committee Responsibilities and Authority

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

1.     Review with management and the independent accountants the annual financial statements, including a discussion with the independent accountants of the matters required to be communicated to the Committee by applicable Statements of Auditing Standards and of significant changes in accounting principles or their application.

2.     Review with the independent accountants their audit report on the annual financial statements, including the application of the Company's accounting principles, and discuss with the independent accountants and management their judgment as to the quality and not simply the acceptability of the Company's accounting principles.

3.     Review reports to management prepared by the independent accountants and any responses to the same by management and the timetable proposed by management for addressing any deficiencies in internal controls. 

4.     Review reports to management prepared by the internal audit department related to safeguarding the Company’s assets and the Company’s internal control structure, which shall include cash, expenses, and management monitoring controls, and any responses to the same made by management. 

5.     Review and discuss with management the Company’s risk assessment and risk management policies, including a discussion of major financial risk exposures and steps management has taken to monitor and control them. This discussion shall also include a discussion of significant assumptions and judgments used in the preparation of the financial statements.

Independent Accountants 

6.     Review the performance of the Company's independent accountants and make recommendations to the Board regarding the appointment or termination of the independent accountants. The Committee shall have the authority and responsibility to select, evaluate, determine funding for, oversee, and where appropriate, replace the independent accountants subject to the approval of the Board. The independent accountants shall report directly to the Committee. The independent accountants are ultimately accountable to the Committee and the entire Board for such accountants’ review of the financial statements and system of internal controls of the Company.

7.     Oversee the independence of the accountants by:

• Receiving from the independent accountants, on a periodic basis, a formal written statement delineating all relationships between the independent accountants and the Company.
• Pre-approving fees for all non-audit services above an amount to be determined by the Committee. 
• Establishing rules and procedures that reasonably ensure that the independent accountants do not perform any of the following prohibited activities or services:

1. bookkeeping or other services related to the accounting records or financial statements;
2. financial information systems design and implementation; 
3. appraisal or valuation services, fairness opinions, or contribution-in-kind reports; 
4. actuarial services; 
5. internal audit outsourcing services; 
6. management functions or human resources; 
7. broker or dealer, investment adviser, or investment banking services; 
8. legal services and expert services unrelated to the audit; and 
9. any other service that the Committee determines is impermissible.

• Reviewing, and actively discussing with the Board and the accountants, at least annually and whenever necessary, any disclosed relationships or services that may impact the objectivity and independence of the accountants.
• Recommending, if necessary, that the Board take certain action to satisfy itself of the accountants’ independence. 
• Discuss with the director of the Company’s internal audit department and management their views as to the competence, performance and independence of the independent accountants. 
• Discuss with the independent accountants the independent accountants’ judgment about the competence, performance and cooperation of the Company’s internal audit department and management. 
• Review with the independent accountants and management the extent to which any previously approved changes or improvements in financial or accounting practices and internal controls have been implemented.

Financial Reporting Process

8.     In consultation with the independent accountants and the Company’s internal audit department, review the integrity of the financial reporting processes, both internal and external.

9.     Consider and recommend to the Board, if appropriate, major changes to auditing and accounting principles and practices as suggested by the independent accountants, management, or the Company’s internal audit department.

10.     Establish regular systems of reporting to the Committee by finance management, the independent accountants and the Company’s internal audit department regarding any significant judgments made in management's preparation of the financial statements and any significant difficulties encountered during the course of the review or audit, including any restrictions on the scope of work or access to required information.

11.     Review any significant disagreement among management and the independent accountants and the Company’s internal audit department as well as any audit problems or difficulties in connection with the preparation of the financial statements.

12.     Meet with the Director of the Company’s internal audit department and the independent accountants in separate sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Committee.

Ethical and Legal Compliance/General

13.     Review, with the Office of the General Counsel, any legal matter that could have a significant impact on the financial statements.

14.     Report, through the Committee Chairperson, to the Board following meetings of the Committee on matters considered at the meeting.

15.     Oversee management to ensure that management has the proper review system in place to ensure that financial statements, reports, and other financial information disseminated to governmental organizations satisfy legal requirements.

16.     Review the Company’s internal audit department’s proposed audit plans for the coming year, evaluate the effectiveness of the internal audit staff on an annual basis and periodically review the adequacy of the internal audit staff’s compensation, independence, technical competence, training, authority and responsibilities.

17.     Review and concur in the appointment or replacement of the director of the Company’s internal audit department. The leader of the internal audit department shall report directly to the Committee and shall be at a position equivalent to the principal accounting officer (controller) of the Company.

18.     Evaluate the Committee’s own performance annually.

19.     Report to the Board on a regular basis and make such recommendations with respect to any of the above and other matters, as the Committee deems necessary or appropriate.

20.     Review and reassess the adequacy of this Charter and make recommendations to the Corporate Governance Committee, as conditions dictate, to update this Charter.

Complaints

21.     The Committee shall establish and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding financial fraud, accounting, internal accounting controls, or auditing matters.

ATLANTA:4607624.4