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                                                                     EXHIBIT 99

                     PEOPLE'S PREFERRED CAPITAL CORPORATION



                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS

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                                    CONTENTS



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I.    AUDIT COMMITTEE PURPOSE                                     1

II.   AUDIT COMMITTEE COMPOSITION AND MEETINGS                    2

III.  AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

      REVIEW PROCEDURES                                           3

      INDEPENDENT (EXTERNAL) AUDITORS                             3

      INTERNAL AUDIT FUNCTION AND LEGAL COMPLIANCE                5

      OTHER AUDIT COMMITTEE RESPONSIBILITIES                      5




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                             AUDIT COMMITTEE CHARTER


The New York Stock Exchange (NYSE), the National Association of Securities
Dealers (NASD), and the Nasdaq Stock Market, Inc. ("Nasdaq") each require that
all listed companies adopt formal audit committee charters. This charter is
intended to comply with the new listing requirements and disclosure requirements
of the Securities and Exchange Commission ("SEC").


I.  AUDIT COMMITTEE PURPOSE

The Audit Committee of People's Preferred Capital Corporation ("PPCC") is
appointed by the Board of Directors to assist the Board in fulfilling its
oversight responsibilities. The Audit Committee's primary duties and
responsibilities include the following:

o  Monitor the integrity of PPCC's financial reporting process and systems of
   internal controls regarding finance, accounting, and legal compliance.

o  Monitor the independence and performance of PPCC's independent auditors and
   internal auditors.

o  Provide an avenue of communication among the independent auditors, internal
   auditors, management, and the Board of Directors.

o  Report to the Board of Directors.

o  Encourage adherence to, and continuous improvement of, PPCC's policies,
   procedures, and practices at all levels.

o  Review areas of potential significant financial risk to PPCC.

o  Monitor compliance with legal and regulatory requirements.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors and the internal auditors, as well as anyone in the organization. The
Audit Committee has the ability to retain, at PPCC's expense, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.

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II.  AUDIT COMMITTEE COMPOSITION AND MEETINGS

The Audit Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent. "Independent director" means a
person other than an officer or employee of the company or its subsidiaries or
any other individual having a relationship which, in the opinion of the
company's board of directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. A director will not
be considered "independent" if he or she:

(a)   is or has been employed by the corporation or its affiliates in the
      current or past three years;

(b)   accepts or has accepted any compensation from the corporation or its
      affiliates in excess of $60,000 during the previous fiscal year (except
      for board service, retirement plan benefits, or non-discretionary
      compensation);

(c)   is an immediate family member who is, or has been in the past three years,
      employed by the corporation or its affiliates as an executive officer.
      Immediate family includes a person's spouse, parents, children, siblings,
      mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law,
      daughter-in-law, and anyone who resides in such person's home;

(d)   is or has been a partner, controlling shareholder or an executive officer
      of any for-profit business of which the corporation made, or from which it
      received, payments (other than those which arise solely from investments
      in the corporation's securities) that exceed five percent of the
      organization's consolidated gross revenues for that year, or $200,000,
      whichever is more, in any of the past three years; or

(e)   is or has been employed as an executive of another entity where any of the
      company's executives serve on that entity's compensation committee.

All members of the Committee shall have a basic understanding of finance and
accounting and shall be able to read and understand fundamental financial
statements, including PPCC's balance sheet, income statement and cash flow
statement (or become able to do so within a reasonable period of time after his
or her appointment to the Committee). At least one member of the Committee shall
have past employment experience in finance or accounting, a requisite
professional certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication, including
being or having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities.

Audit Committee members shall be appointed by the Board. If an Audit Committee
Chair is not designated or present, the members of the Committee may designate a
Chair by majority vote of the Committee membership.


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The Committee shall meet four times annually, or more frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or approve an
agenda in advance of each meeting. The Committee shall meet privately in
executive session at least annually with management, the internal auditors, the
independent auditors, and as a Committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In addition, the
Committee, or at least its Chair, shall communicate with management and the
independent auditors quarterly to review the Company's financial statements and
significant findings based upon the auditors limited review procedures.


III.  AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

REVIEW PROCEDURES

1.  Review and reassess the adequacy of this Charter at least annually. Submit
    the Charter to the Board of Directors for approval and have the Charter
    included as an appendix to PPCC's proxy statement at least every three years
    in accordance with SEC regulations.

2.  Review PPCC's annual audited financial statements prior to filing or
    distribution and recommend to the Board of Directors that the audited
    financial statements be included in PPCC's Annual Report on Form 10-K.
    Review should include discussion with management and independent auditors of
    significant issues regarding accounting principles, practices, and
    judgments.

3.  In consultation with management, the independent auditors, and the internal
    auditors, consider the integrity of PPCC's financial reporting processes and
    controls. Discuss significant financial risk exposures and the steps
    management has taken to monitor, control, and report such exposures. Review
    significant findings prepared by the independent auditors and the internal
    auditors together with management's responses, including the status of
    previous recommendations.

4.  The Audit Committee, or at least two designees of the Audit Committee, will
    review with financial management and the independent auditors PPCC's
    quarterly financial results prior to the release of earnings and/or PPCC's
    quarterly financial statements prior to filing or distribution. Discuss any
    significant changes to PPCC's accounting principles and any items required
    to be communicated by the independent auditors in accordance with Statement
    of Auditing Standards ("SAS") 61 (see item 9).



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INDEPENDENT (EXTERNAL) AUDITORS

5.  The independent auditors are ultimately accountable to the Audit Committee
    and the Board of Directors. The Audit Committee shall review the
    independence and performance of the auditors and annually recommend to the
    Board of Directors the appointment of the independent auditors or approve
    any discharge of auditors when circumstances warrant.

6.  Approve the fees and other significant compensation to be paid to the
    independent auditors. Review and approve requests for significant management
    consulting engagements to be performed by the independent auditors' firm and
    be advised of any other significant study undertaken at the request of
    management that is beyond the scope of the audit engagement letter.

7.  On an annual basis, the Committee shall receive the written disclosures and
    the letter from the independent auditors required by Independence Standards
    Board Standard No. 1 (Independence Discussions with the Audit Committee) and
    shall review and discuss with the independent auditors their independence.

8.  Review the independent auditors audit plan and engagement letter - discuss
    scope, staffing, locations, reliance upon management, and internal audit and
    general audit approach.

9.  Prior to releasing the year-end earnings, discuss the results of the audit
    with the independent auditors. Discuss certain matters required to be
    communicated to audit committees in accordance with American Institute of
    Certified Public Accountants SAS 61.

10. Consider the independent auditors' judgments about the quality and
    appropriateness of PPCC's accounting principles as applied in its financial
    reporting.

11. Discuss with management and the independent auditors the quality of the
    accounting principles and underlying estimates used in the preparation of
    PPCC's financial statements.

12. Discuss with the independent auditors the clarity of the financial
    disclosure practices used or proposed by PPCC.

13. Inquire as to the independent auditor's views about whether management's
    choices of accounting principles appear reasonable from the perspective of
    income, asset and liability recognition, and whether those principles are
    common practices or are minority practices.


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INTERNAL AUDIT FUNCTION AND LEGAL COMPLIANCE

14. Review the budget, plan, changes in plan, activities, organizational
    structure, and qualifications of the internal audit function, as needed. The
    internal audit function shall be responsible to senior management but have a
    direct reporting responsibility to the Board of Directors through the
    Committee. Changes to the internal audit structure shall be subject to
    Committee approval.

15. Review the appointment, performance, and replacement of the senior internal
    audit executive or internal audit outsource service provider.

16. Review significant reports prepared by the internal auditors together with
    management's response and follow-up to these reports.

17. On at least an annual basis, review with PPCC's counsel, any legal matters
    that could have a significant impact on the organization's financial
    statements, PPCC's compliance with applicable laws and regulations, and
    inquiries received from regulators or governmental agencies.

18. Review all reports concerning any significant fraud or regulatory
    noncompliance that occurs at PPCC. This review shall include consideration
    of the internal controls that should be strengthened to reduce the risk of a
    similar event in the future.


OTHER AUDIT COMMITTEE RESPONSIBILITIES

19. Annually prepare a report to shareholders as required by the SEC. The report
    shall be included in the PPCC's annual proxy statement.

20. Perform any other activities consistent with this Charter, PPCC's Bylaws,
    and governing law, as the Committee or the Board deems necessary or
    appropriate.

21. Maintain minutes of meetings and periodically report to the Board of
    Directors on significant results of the foregoing activities.