2004 Committee Charter: FBP


The Audit Committee is appointed by the Board of Directors (the "Board") to
assist in monitoring (1) the integrity of the financial statements of the
Corporation, (2) the compliance by the Corporation with legal and regulatory
requirements, (3) the objectivity and performance of the Corporation's internal
and external auditors, and (4) the independent auditor's qualifications and


The Audit Committee shall be composed of a minimum of three Directors, as
determined by the Board. The members of the Audit Committee shall meet the
requirements of the Corporation's Independence Principles for Directors and the
independence and experience requirements of the Securities and Exchange
Commission (the "Commission") and the New York Stock Exchange. At least one
member of the Audit Committee shall be a financial expert as defined by the
Commission. Audit Committee members shall not serve simultaneously on the audit
committees of more than two other public companies. The members of the Audit
Committee shall be appointed by the full Board. The Board shall evaluate the
qualifications and independence of the Audit Committee members annually.

The Audit Committee shall have the authority to retain independent legal,
accounting or other advisors. The Corporation shall provide for appropriate
funding, as determined by the Audit Committee, for payment of compensation to
the independent auditor for purpose of rendering or issuing an audit report and
to any advisors employed by the Audit Committee. The Audit Committee may request
any officer or employee of the Corporation or the Corporation's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.


The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Discuss with management and the independent auditor significant
financial reporting issues and judgment made in connection with the
preparation of the Corporation's financial statements, including any
significant changes in the Corporation's selection or application of
accounting principles, any significant deficiencies as to the adequacy
of the Corporation's internal controls and any special steps adopted in
light of material control deficiencies.

3. Review and discuss with management and the independent auditor the
annual audited financial statements and quarterly financial statements,
including disclosures made in management's discussion and analysis, and
recommend to the Board whether the audited financial statements should
be included in the Corporation's Form 10-K.

4. Discuss with management and the independent auditor, as appropriate,
the Corporation's earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating

5. Review disclosures made to the Audit Committee by the Corporation's CEO
and CFO during their certification process for the Form 10-K and Form
10-Q about any significant deficiencies in the design or operation of
internal controls or material weaknesses therein and any fraud
involving management or other employees who have a significant role in
the Corporation's internal controls.

6. Meet periodically with management to review the Corporation's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.

7. Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the
Board. The Audit Committee shall have the sole authority and
responsibility to select, evaluate and if necessary replace the
independent auditor. The Audit Committee shall pre-approve all audit
engagement and all permitted non-audit services (including fees and
terms thereof) to be performed for the Corporation by its independent

8. Obtain and review a report from the independent auditor at least
annually regarding:

a) The independent auditor's internal quality-control procedures.

b) Any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps
taken to deal with any such issues.

c) All relationships between the independent auditor and the

9. Review and discuss quarterly reports from the independent auditors on:

a) All critical accounting policies and practices to be used.

b) All alternative treatments of financial information within
generally accepted accounting principles that have been discussed
with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
independent auditor.

c) The effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the

d) Other material written communication between the independent
auditor and management, such as any management letter issued, or
proposed to by issued, by the audit firm and the Corporation's
response to that letter.

e) Any schedule of unadjusted differences.

10. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.

11. Obtain from the independent auditor assurance that Section 10A(b) of
the Security and Exchange Act of 1934 has not been implicated.

12. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.

13. Review with the independent auditor any problems or difficulties they
may have encountered. Such review should include:

a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

b) Any changes required in the planned scope of the internal audit.

c) Any communications between the audit team and the audit firm's
national office respecting auditing or accounting issues presented
by the engagement team.

d) Review the internal audit department responsibilities, budget and

14. Recommend to the Board the appointment and replacement of the senior
internal auditing executive.

15. Review the significant reports to management prepared by the internal
auditing department and management's responses.

16. Prepare the report required by the rules of the Commission to be
included in the Corporation's annual proxy statement.

17. Advise the Board with respect to the Corporation's policies and
procedures regarding compliance with applicable laws and regulations
and with the Corporation's Code of Conduct.

18. Obtain reports from management, the Corporation's senior internal
auditing executive and the independent auditor that the Corporation's
subsidiary and foreign affiliates, if any, are in conformity with
applicable legal requirements and the Corporation's Code of Conduct.

19. Review with the Corporation's General Counsel legal matters that may
have a material impact on the financial statements, the Corporation's
compliance policies and any material reports or inquiries received from
regulators or governmental agencies.

20. Establish procedures for the receipt, retention and treatment of
complaints received by the Corporation regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.

21. Recommend to the Board policies for the Corporation's hiring of
employees or former employees of the independent auditor.

22. Meet periodically with the chief financial officer, the senior internal
auditing executive and the independent auditor in separate executive

23. The Audit Committee shall meet as often as it determines, but not less
frequently than quarterly.

24. The Audit Committee shall make regular reports to the Board.

25. The Audit Committee shall conduct and present to the Board an annual
performance evaluation of the Committee.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Corporation's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent