ANNEX A AUDIT COMMITTEE CHARTER YOUNG BROADCASTING INC. There shall be an Audit Committee (the "Committee") consisting of at least three Directors determined by the Board of Directors to meet the independence and financial literacy requirements of The Nasdaq Stock Market, Inc. and applicable federal law. The Committee will assist the Board of Directors in fulfilling its oversight responsibilities. Appointment to the Committee, including the designation of the Chair of the Committee and designation of any Committee members as "audit committee financial experts," shall be made on an annual basis by the full Board. The Committee will oversee the accounting and financial reporting processes of the Company and the audits of the Company's financial statements. In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management, and the internal and external auditors. A. General Responsibilities In carrying out its responsibilities, the Committee shall: 1. Maintain open communications with the internal auditors, the independent accountants, management and the Board of Directors. 2. Report Committee actions to the full Board of Directors and make appropriate recommendations. 3. In its discretion, conduct or authorize investigations into matters within its scope of responsibility and, if the Committee deems appropriate, retain independent counsel, accountants and other ...