AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (ďCommitteeĒ) is responsible for matters relating to the auditing of the Corporation and its subsidiaries. The Committee is appointed by the Board to prepare the report included in the annual proxy statement and to assist the Board in oversight of (1) the integrity of the Corporationís financial statements, (2) the Corporationís compliance with legal and regulatory requirements, (3) the independent auditorsí qualifications and independence, and (4) the performance of the Corporationís internal audit function and independent auditors.

The Committee shall prepare the report that the Securities and Exchange Commission (ď SEC Ē) rules require to be included in the Corporationís annual proxy statement.

COMMITTEE MEMBERSHIP

MEETINGS

AUTHORITY, DUTIES AND RESPONSIBILITIES

Relationship with the Independent Auditors:

Financial Matters:
The Committee shall review and discuss:

The effect of regulatory and accounting initiatives as well as off-balance sheet structures on the financial statements of the Corporation.

Other Matters:

LIMITATION OF AUDIT COMMITTEE'S ROLE 

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporationís financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditors.