**Exhibit 99.1****INTEGRITY BANCSHARES, INC.****AUDIT COMMITTEE CHARTER****I. PURPOSE**     The primary function of the Audit Committee is to assist the Board of Directors in fulfillingits oversight responsibilities by reviewing: the financial reports and other financial informationprovided by the Company to any governmental body or the public; the Company’s systems of internalcontrols; and the Company’s auditing, accounting and financial reporting processes generally. TheAudit Committee’s primary duties and responsibilities are to: **•**      Serve as an independent and objective party to monitor the Company’s financialreporting process and internal control system, compliance with ethics policies, legaland regulatory requirements.  **•**      Review and appraise the audit efforts of the Company’s independent auditors andinternal auditors.  **•**      Provide an open avenue of communication among the independent auditors, financialand senior management, the internal auditors, and the Board of Directors.     The Audit Committee will primarily fulfill these responsibilities by carrying out theactivities enumerated in Section IV. of this Charter.**II. COMPOSITION**     The Audit Committee shall be comprised of three or more directors as determined by the Board,each of whom shall be an “independent director”, as defined by the rules of the NationalAssociation of Securities Dealers, Inc. (“NASD”). Each member of the Audit Committee shall be ableto read and understand fundamental financial statements, including, but not limited to, theCompany’s balance sheet, income statement, and cash flow statement or will become able to read andunderstand said financial statements within a reasonable period of time after his or herappointment to the Audit Committee.     One director, who is not an “independent director”, as defined by the rules of NASD, and isnot a current employee or an immediate family member of such employee, may be appointed to theAudit Committee. If the Board of Directors, under exceptional and limited circumstances, determinesthat membership on the Audit Committee by the individual is required by the best interests of theCompany and its shareholders and the Board discloses, in the next annual proxy statement after suchdetermination, the nature of the relationship and the reasons for that determination.
 

 
     The members of the Audit Committee and its Chairperson shall be designated by the Board ofDirectors at the annual organizational meeting of the Board.**III. MEETINGS**     The Audit Committee shall meet at least four times annually, or more frequently ascircumstances dictate. As part of its job to foster open communication, the Audit Committee shouldmeet at least annually with management, the internal auditors, and the independent auditors inseparate executive sessions to discuss any matters that the Audit Committee or each of these groupsbelieve should be discussed privately. In addition, the Audit Committee or at least its Chairpersonshould meet with the independent auditors and/or management quarterly to review the Company’sfinancials consistent with IV.A.4. below.**IV. RESPONSIBILITIES AND DUTIES**     In carrying out its responsibilities, the Audit Committee believes its policies and proceduresshould remain flexible in order to best react to changing conditions and to ensure to the Board andshareholders of the Company that the corporate accounting and reporting practices of the Companyare in accordance with all requirements and are of a high quality. The Audit Committee isempowered to investigate any matter brought to its attention with full access to all books,records, facilities, and personnel of the Company and the authority to engage independent counseland other advisers as it determines necessary to carry out its duties. The Audit Committee willtake appropriate actions to set the overall corporate “tone” for quality financial reporting, soundbusiness risk practices, and ethical behavior     To fulfill its responsibilities and duties the Audit Committee shall: A. Documents/Reports Review 1.      Review and update this Charter, at least annually and morefrequently as conditions dictate.  2.      Review the Company’s annual financial statements and anyreports or other financial information submitted to any governmental body, orthe public, including any certification, report, opinion, or review rendered bythe independent auditors.  3.      Review the regular internal reports to management prepared bythe internal auditors, as well as management’s response.  4.      Review with financial management and/or the independentauditors the 10-Q or 10-K and the release of earnings prior to its filing orrelease. The Chairperson of the Audit Committee may represent the entire AuditCommittee for purposes of this review.
 

 
 5.      Establish procedures for the receipt, retention, and treatmentof complaints received by the issuer regarding accounting, internal accountingcontrols, or auditing matters, and the confidential, anonymous submission byemployees of the issuer of concerns regarding questionable accounting orauditing matters. B. Independent Auditors 1. Be directly responsible for the appointment, retention, andtermination of the independent auditors, subject to shareholder ratification,and the independent auditors must report directly to the Audit Committee. TheAudit Committee also shall be directly responsible for the oversight of thework of the independent auditors, including resolution of disagreements betweenmanagement and the auditor regarding financial reporting.  2. Pre-approve all audit and non-audit services provided by theindependent auditors and shall not engage the independent auditors to performthe specific non-audit services proscribed by law or regulation. The AuditCommittee has delegated pre-approval authority to the Chairman of the AuditCommittee. Any decisions of the Chairman, to whom pre-approval authority isdelegated, will be presented to the full audit committee at its next scheduledmeeting.  3. Obtain and review a report, at least annually, by theindependent auditors describing: 1) the firm’s internal quality controlprocedures; 2) any material issues raised by the most recent internal qualitycontrol review, or peer review, of the firm, or by any inquiry or investigationby governmental or professional authorities, within the preceding five years,respecting one or more independent audits carried out by the firm, and anysteps taken to deal with any such issues; and 3) all relationships between theindependent auditor and the Company in order to assess the auditor’sindependence.  4. Periodically consult with the independent auditors out of thepresence of management about internal controls and the fullness and accuracy ofthe organization’s financial statements. C. Financial Reporting Processes 1. In consultation with the independent auditors and the internalauditors, review the integrity of the organization’s financial reportingprocesses, both internal and external.  2. Consider the independent auditors’ judgments about the quality,and appropriateness of the Company’s accounting principles as applied in itsfinancial reporting.
 

 
 3. Consider and approve, if appropriate, major changes to theCompany’s auditing and accounting principles and practices as suggested by theindependent auditors, management, or the internal auditors.  4. Review the Company’s quarterly and annual financial statementswith management and/or the independent auditors to determine that theindependent auditors are satisfied with the disclosure and content of thefinancial statements to be presented to any governmental body or the public.  5. Review with the independent auditors and the Company’s counsel,compliance matters and any legal or regulatory matter that could have asignificant impact on the Company’s financial statements.  6. Report Audit Committee actions to the Board of Directors withsuch recommendations as the Audit Committee may deem appropriate.  7. Prepare a report for inclusion in the Company’s annual proxystatement, as required by the SEC. D. Oversight of Audit Process 1. Meet with the independent auditors and financial management ofthe Company to review the scope of the proposed audit for the current year andthe audit procedures to be utilized, and at the conclusion thereof, to reviewsuch audit, including any comments or recommendations of the independentauditors.  2. Review with the Company’s independent auditors, the internalauditors, and financial and accounting personnel, the adequacy andeffectiveness of the accounting and financial controls of the Company, andelicit any recommendations for the improvementof such internalcontrol procedures or particular areas where new or more detailed controls orprocedures are desirable. Particular emphasis shall be given to the adequacy ofsuch internal controls to expose any payments, transactions or procedures thatmight be deemed illegal or otherwise improper.  3. Review the internal audit function of the Company including theindependence and authority of its reporting obligations.  4. Provide sufficient opportunity for the internal and independentauditors to meet with the members of the Audit Committee without members ofmanagement present. Among the items to be discussed in these meetings are theindependent auditors’ evaluation of the Company’s financial, accounting
 

 
   and auditing personnel, and the cooperation that the independent auditors receivedduring the course of the audit.  5. Following completion of the annual audit, review separatelywith each of management, the independent auditors and the internal auditors anysignificant difficulties encountered during the course of the audit, includingany restrictions on the scope of the work or access to required information. E. Process Improvement and other Roles and Responsibilities 1. Establish regular and separate systems of reporting to theAudit Committee by each of management, the independent auditors and theinternal auditors regarding any significant judgments made in management’spreparation of the financial statements and the view of each as toappropriateness of such judgments.  2. Review any significant disagreement among management and theindependent auditors or the internal auditing firm in connection with thepreparation of the financial statements.  3. Review with the independent auditors, the internal auditors andmanagement the extent to which changes or improvements in financial oraccounting practices, as approved by the Audit Committee, have beenimplemented. (This review should be conducted at an appropriate time subsequentto implementation of changes or improvements, as determined by the AuditCommittee). F. Whistleblower Provisions 1. Establish procedures for the receipt, retention, and treatmentof complaints received by the Company regarding accounting, internal accountingcontrols, or auditing matters.  2. Establish procedures for the confidential, anonymous submissionby employees of the Company of concerns regarding questionable accounting orauditing matters.