AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF AMERICREDIT CORP. 1. Purpose of the Audit Committee The purpose of the Audit Committee of the Board of Directors (the “Audit Committee”) of AmeriCredit Corp., a Texas corporation (the “Company”), is to assist the Board in oversight of (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements and (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company's internal audit function and independent auditors. The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “Commission”) to be included in the Company's annual proxy statement. 2. Membership and Appointment The Audit Committee shall consist of at least three (3) directors who meet the independence and experience requirements of the New York Stock Exchange, the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Commission. At least one member of the Audit Committee shall be an “audit committee financial expert” as defined by the Commission. The Board of Directors shall appoint the members of the Audit Committee, based on the recommendation of the Nominating and Corporate Governance Committee. Audit Committee members may be replaced by the Board. 3. Meetings The ...