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                                                                    Exhibit 99.1




                            Audit Committee Charter


Organization

This charter governs the operations of the audit committee.  The committee shall
review and reassess the charter at least annually and obtain the approval of the
Board of Directors.  The committee shall be appointed by the Board of Directors
and shall comprise at least three directors, each of whom are independent of
management and the Company.  Members of the committee shall be considered
independent if they have no relationship that may interfere with the exercise of
their independence from management and the Company.  All committee members shall
be financially literate, or shall become financially literate within a
reasonable period of time after appointment to the committee, and at least one
member shall have accounting or related financial management expertise.

Statement of Policy

The audit committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the Board.  In
so doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal auditors
and management of the Company.  In discharging its oversight
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role, the committee is empowered to investigate any matter brought to its
attention with full access to all books, records, facilities, and personnel of
the Company and the power to retain outside counsel, or other experts for this
purpose.

Responsibilities and Processes

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of
their activities to the Board.  Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements.  The committee in carrying out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances.  The committee
should take the appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and ethical
behavior.

In carrying out these responsibilities, the audit committee will:

 .  Review and recommend to the directors the independent auditors to be selected
   to audit the financial statements of the Company and its divisions and
   subsidiaries.

 .  Meet with the independent auditors and financial management of the Company to
   review the scope of the proposed audit for the current year and the audit
   procedures to be utilized, and at the conclusion thereof review such audit,
   including any comments or recommendations of the independent auditors.

 .  Review with the independent auditors, the Company's internal auditor, and
   financial and accounting personnel, the adequacy and effectiveness of the
   accounting and financial controls of the Company, and elicit any
   recommendations for the improvement of such internal control procedures or
   particular areas where new or more detailed controls or

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   procedures are desirable. Particular emphasis should be given to the adequacy
   of such internal controls to expose any payments, transactions, or procedures
   that might be deemed illegal or otherwise improper. Further, the committee
   periodically should review company policy statements to determine their
   adherence to the code of conduct.

 .  Review the internal audit function of the Company including the independence
   and authority of its reporting obligations, the proposed audit plans for the
   coming year, and the coordination of such plans with the independent
   auditors.

 .  Receive prior to each meeting, a summary of findings from completed internal
   audits and a progress report on the proposed internal audit plan, with
   explanations for any deviations from the original plan.

 .  Review the interim financial statements and the financial statements
   contained in the annual report to shareholders with management and the
   independent auditors to determine that the independent auditors are satisfied
   with the disclosure and content of the financial statements to be presented
   to the shareholders. Any changes in accounting principles should be reviewed.

 .  Provide sufficient opportunity for the internal and independent auditors to
   meet with the members of the audit committee without members of management
   present. Among the items to be discussed in these meetings are the
   independent auditors' evaluation of the Company's financial, accounting, and
   auditing personnel, and the cooperation that the independent auditors
   received during the course of the audit.

 .  Review accounting and financial human resources and succession planning
   within the Company.

 .  Submit the minutes of all meetings of the audit committee to, or discuss the
   matters discussed at each committee meeting with, the Board of Directors.

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 .  Investigate any matter brought to its attention within the scope of its
   duties, with the power to retain outside counsel for this purpose if, in its
   judgment, that is appropriate.

Approved and adopted this 7th day of March, 2000.


/s/ Adam O. Holzhauer
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Adam O. Holzhauer, Chairman


/s/ Michael J. Finn
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Michael J. Finn, Committee Member


/s/ Richard S. Smith
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Richard S. Smith, Committee Member