The Finance and Audit Committee and Board of Directors Resolutions Establishing Such Committee

This Charter sets forth the purpose, procedures and duties of the Finance and Audit Committee. This Committee (i) provides advice to the Board and management with respect to the financial matters of Bank, (ii) oversees the accounting and financial reporting processes of Bank and Bank's internal and external audit process, (iii) assists the Board in fulfilling its oversight responsibilities regarding finance, accounting, and tax compliance, and (iv) evaluates securities offerings, merger and acquisition transactions and investment transactions proposed by Bank's management.

This policy regarding committee charters describes (i) the process by which Bank directors create Committees and appoint members, (ii) the rules regarding how Board Committees are governed and (iii) the rules regarding the authority which may be exercised by Bank Committees.

This model policy is intended to be modified by the bank to meet its specific organization’s needs.

Materials in this policy were prepared by the Boardman & Clark LLP Banking Group.