Exhibit 99.2


Spiegel, Inc.
Charter of the Audit Committee of the Board of Directors


The Board of Directors is responsible for monitoring the
business affairs of the corporation. Particular committees,
which have specific functions and goals, allow certain
Directors to focus on issues in more depth than the full
Board, thereby making the full Board more efficient. One
such committee is the Audit Committee. This Committee is
appointed by the Board of Directors to assist the Board in
fulfilling its oversight responsibilities.


PURPOSE

The Audit Committee is an oversight committee, intended to
strengthen the independence of the corporation's auditors,
both internal and independent, in order to assure the
objectivity of financial reporting. It will serve as the
direct line between both groups of auditors and the Board
of Directors and is intended to provide the Board with
access to information independent of Management.

The Audit Committee should be the keystone of corporate
financial governance. This governance implies oversight, not
management. The Audit Committee must not interfere with
management prerogatives, lest they relieve Management from its
responsibilities and take on more responsibility than it can
adequately handle.


COMPOSITION

The Audit Committee shall be comprised of at least three
Directors as determined by the Board, each of whom shall be
independent non-executive Directors, free from any relationship
that would interfere with the exercise of his or her independent
judgment and who should not be a partner or associate of a law
firm which serves as a major counsel to the Corporation. All
members of the Committee shall have a basic understanding of
finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of
the Committee shall have an accounting or related financial
management background or past employment experience in finance
or accounting, resulting in the member's financial sophistication.


MEETINGS

The Audit Committee shall meet at least twice a year, or more
frequently as circumstances dictate. The Audit Committee Chairman
shall approve an agenda in advance of each meeting. The Committee
should meet with Management, the Corporation's Chief Internal
Auditor and the independent auditors to discuss any matters that
the Committee or each of these groups believe should be
discussed. In addition, the Committee or its Chairman should be
available to discuss any significant findings that may arise out
of the independent auditors' limited review of the quarterly
financial statements.


RESPONSIBILITIES

In its oversight and advisory role, the responsibility of the
Audit Committee includes:

-- Review and reassess the adequacy of the Audit Committee Charter
on an annual basis. If changes are made, submit the revised Charter
to the Board of Directors for approval.

-- If necessary, discuss any significant issues that may arise out
of the independent auditors' limited review of quarterly financial
statements.


-- Review and discuss the corporation's annual audited financial
statements with Management and independent auditors. Discuss
significant issues regarding accounting principles, practices and
judgments made in connection with the preparation of the
Corporation's financial statements.

-- Discuss the results of the annual audit with the independent
auditors. Review and discuss matters required to be communicated
to the Audit Committee in accordance with AICPA SAS 61 (i.e. the
auditors' responsibility under GAAS, significant accounting policies
and adjustments, disagreements with Management). Discuss and consider
the independent auditors' judgement about the quality and
appropriateness of the corporation's accounting principles as
applied to its financial reporting.

-- On an annual basis, ensure receipt of a written report from the
independent auditors, which discloses all relationships with the
Corporation that may impact the auditors' independence and objectivity.
Review and discuss any relationships disclosed with the independent
auditors.

-- The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors as representatives of the
shareholders. In its capacity as a representative of the shareholders,
the Audit Committee shall evaluate the auditor's independence and
where appropriate, recommend to the Board of Directors, the
appointment of the independent auditors or approve any discharge of
auditors when circumstances warrant and consider whether the
provision to the Corporation of non-audit services by the independent
auditors is compatible with the auditors' independence.

-- Review the independent auditors' audit plan. Discuss scope, general
audit approach, staffing and reliance upon Management and internal
audit.

-- Review reports of independent auditors including any significant
comments on internal control weaknesses along with Management
responses.

-- Review disputes between financial Management and independent
auditors that arise in connection with the preparation of the financial
statements.

-- Maintain and enhance open communication with the Board, financial
Management, independent auditors and internal auditors.

-- Require the internal audit function to establish an audit charter,
outlining the department's responsibilities as approved by the Audit
Committee.

-- Review the audit plan, budget, activities, organizational
structure and qualifications of the internal audit function.

-- Review internal accounting controls and their adequacy with
Management and the senior internal audit executive.

-- Review significant reports prepared by the internal audit function
together with Management's response and follow-up to these reports.

-- Review the appointment and replacement of the senior internal
audit executive and confirm the internal auditor's independence.

-- On an annual basis, issue Affirmation Letter to NASD regarding
composition of Audit Committee.

-- Prepare the Audit Committee Report required to be filed with the
Corporation's annual report on form 10-K.

-- Perform, on an ad hoc basis, any tasks assigned by the Board
of Directors to assist the Board in exercising due care, good faith
and fairness.

-- Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing activities.