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EXHIBIT
99.1
 METROCORP, INC.
AUDIT COMMITTEE CHARTER
(as of February 20, 2006)
  
    
    the integrity of the Companys financial information which will be provided to the
shareholders and others, including the financial reporting process and the systems of
internal controls regarding finance, accounting and legal and regulatory compliance;
    
    the independence, qualifications and performance of the Companys financial
executives, independent auditor and internal auditing department; and
    
    the communication among the independent auditor, management, the internal auditing
function and the Board of Directors.
   1.
    
    Provide an open avenue of communication between the internal auditor, the
external auditor, management and the Board of Directors.2.
    
    Review and update the committees charter annually. The charter will be
published at least every three years in accordance with SEC regulations.3.
    
    Be directly responsible for appointing, evaluating and, when necessary,
terminating the external auditor, and approving the compensation of the external
auditor.4.
    
    Review and concur in the appointment, replacement, reassignment or dismissal of
the internal audit staff.5.
    
    Review and assess annually the independence of the internal auditor and the
external auditor, including a review of management consulting services and




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related fees provided by the external auditor. The Audit Committee shall obtain and
review a report by the external auditor describing all relationships between the
external auditor and the Company, including the disclosures required by Independence
Standards Board Standard No. 1. The Audit Committee shall engage in an active
dialogue with the external auditor concerning any disclosed relationships or
services that might impact the objectivity and independence of the auditor.6.
    
    Inquire of management, the internal auditor and the external auditor about
significant risks or exposures and assess the steps management has taken to minimize
such risk to the Company.7.
    
    Consider, in consultation with the external auditor and the internal auditor,
the audit plan of the internal auditors and the external auditors.8.
    
    Consider and review annually with the external auditor and the internal
auditor:
 (a)
    
    The adequacy of the Companys internal controls; and(b)
    
    Any related significant findings and recommendations of the
external auditor and internal auditor together with managements responses
thereto.
 9.
    
    Review with management and the external auditor:
 (a)
    
    The Companys annual and quarterly financial statements,
related footnotes and other schedules (before they are filed with any banking
regulators or the SEC), including the Companys disclosures under Managements
Discussion and Analysis of Financial Condition and Results of Operation;(b)
    
    The external auditors audit of the financial statements and
the resulting report;(c)
    
    Any changes required in the external auditors audit plan;(d)
    
    Any significant difficulties or disputes with management
encountered during the course of the audit and their resolution, including any
restrictions on the scope of the external auditors activities or on access to
requested information; and(e)
    
    Other matters related to the conduct of the audit, which are to
be communicated to the committee under generally accepted auditing standards.
 10.
    
    Oversee the accounting and financial reporting processes of the Company and the
audits of the financial statements of the Company.
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11.
    
    Consider annually whether it will recommend to the Board of Directors that the
Companys audited financial statements be included in the Companys Annual Report on
Form 10-K.12.
    
    Direct the external auditor to use its best efforts to perform all reviews of
interim financial information prior to disclosure by the Company of such information
and to discuss promptly with the Audit Committee and the Chief Financial Officer any
matters identified in connection with the auditor review of interim financial
information which are required to be discussed by Statement on Auditing Standards Nos.
61, 71 and 90. The Audit Committee shall direct management to advise the Audit
Committee in the event that the Company proposed to disclose interim financial
information prior to completion of the external auditors review of interim financial
information.13.
    
    Annually obtain and review a report by the external auditor describing:
 (a)
    
    the firms internal quality control procedures; and(b)
    
    any material issues raised by the most recent internal quality
control review, or peer review, of the firm, or by an 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.
 14.
    
    Preapprove all auditing services, which may include providing comfort letters
in connection with securities underwritings, and non-audit services (other than de
minimus non-audit services as defined by the Sarbanes-Oxley Act of 2002) to be provided
to the Company by the external auditor. The Audit Committee shall cause the Company to
disclose in its SEC periodic reports the approval by the Audit Committee of any
non-audit services to be performed by the external auditor.15.
    
    Coordinate the Board of Directors oversight of the Companys internal
accounting controls and the Companys disclosure controls and procedures. The Audit
Committee shall receive and review the reports of the CEO and CFO required by Section
302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14 of the Securities Exchange Act of
1934, as amended (i.e., the Certification of Disclosure in Annual and Quarterly
Results).16.
    
    Consider and review with the internal auditor and management, as deemed
appropriate:
 (a)
    
    Any changes required in the planned scope of their audit plan;(b)
    
    The Internal Audit Department staffing; and(c)
    
    The Internal Audit Department Policy.
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17.
    
    At least semi-annually, meet privately in executive session with the internal
auditor, the external auditor and the Companys CEO to discuss any matters that the
committee or these groups believe should be discussed privately with the Audit
Committee.18.
    
    Report committee actions to the Board of Directors with such recommendations as
the committee may deem appropriate. In addition, the Audit Committee or its Chair
shall communicate with management and the external auditor quarterly to review the
Companys financial statements and significant findings based upon the external
auditors limited review procedures. The Audit Committee shall keep records of its
meetings as it deems appropriate.19.
    
    Maintain procedures for the confidential anonymous submission by employees of
concerns regarding questionable accounting or auditing matters, and the receipt,
retention and treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters.20.
    
    Have the power to conduct or authorize investigations into any matters within
the committees scope of responsibilities. The committee shall be empowered to retain
independent counsel, accountants or others to assist it in the conduct of any
investigation.21.
    
    Meet at least four times per year or more frequently as circumstances require.
The committee may ask members of management or others to attend the meeting and provide
pertinent information as necessary.22.
    
    Have such other duties as may be delegated from time to time by the Board of
Directors.23.
    
    Annually evaluate its own performance.
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
    
    critical accounting policies and practices;
    
    alternative treatments of financial information within generally accepted accounting
principles that have been discussed with Company management, ramifications of the use
of such alternative disclosures and treatments, and the treatment preferred by the
external auditor; and
    
    other material written communications between the external auditor and Company
management, such as any management letter or schedule of unadjusted differences.
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