EXHIBIT 99A
AUDIT COMMITTEE CHARTER

POLICY

The audit  committee  shall  provide  assistance  to the board of  directors  in
fulfilling its oversight responsibilities by reviewing the financial reports and
related  financial  information  provided  by the  Corporation  to  governmental
agencies or the general public,  the  Corporation's  system of internal controls
and the effectiveness of its control  structure,  the  Corporation's  compliance
with designated laws and regulations, and the Corporation's accounting, internal
and external  auditing and financial  reporting  processes.  In discharging  its
responsibilities,  the audit  committee  shall:  a Serve as an  independent  and
objective party to monitor the  Corporation's  financial  reporting  process and
internal control system.

1. Review and evaluate  the audit  procedures  and results of the  Corporation's
independent auditor and general auditor.

2. Approve, engage and terminate the independent auditor.

3. Review and evaluate the independent auditor's qualifications, performance and
independence.

4. Review,  evaluate and approve any non-audit services the independent  auditor
may perform for the Corporation and disclose such approved  non-auditor services
in periodic reports to stockholders.

5. Maintain free and open means of communication between the board of directors,
the  independent  auditor,  the  general  auditor,  and  the  management  of the
Corporation.

6. Maintain free and open means of communication between employees and the audit
committee for the processing of complaints received by the Corporation regarding
questionable accounting or auditing matters,  including suspicions of fraudulent
activity.

7. At least annually,  review and update this charter for  consideration  by the
board of directors and perform an evaluation of the audit committee  performance
and function.

ORGANIZATION

The members of the audit  committee shall be appointed by the board of directors
and may be removed by the board of directors. The audit committee may consult or
retain its own outside legal,  accounting or other advisors and shall  determine
the degree of independence from the Corporation required from said advisors. The
audit  committee  shall meet at least four times per year and report directly to
the full board any issues that arise with  respect to the quality and  integrity
of the Corporation's  general financial performance and reporting and regulatory
compliance.  The audit committee may also meet periodically by itself to discuss
matters it determines  require  private  audit  committee or board of directors'
attention.  Further,  the audit committee shall meet separately with management,
with the general auditor and with the independent  auditor.  Half of the members
of the audit committee shall be a quorum to transact business.

QUALIFICATIONS

The  audit  committee  shall be  composed  entirely  of  independent  directors,
determined by the board of directors under  guidelines  established from time to
time by the Board of Directors and its Nominating Committee.  The members of the
audit  committee,  as determined by the board of directors,  shall also meet the
independence and financial  expertise  requirements of the rules  promulgated by
the  Securities and Exchange  Commission and the various  exchanges on which the
stock of the Corporation is listed and traded from time to time.

INDEPENDENT AUDITORS

The  independent  auditor  shall be  engaged  by and  accountable  to the  audit
committee and the board of directors.  The audit  committee  shall have the sole
authority to engage and terminate the  independent  auditor,  to review with the
independent  auditor  the nature  and scope of any  disclosed  relationships  or
professional  services  including all audit  engagement  fees and terms,  and to
take,  or recommend  that the board of  directors  take,  appropriate  action to
ensure the continuing  independence  of the auditor.  The audit  committee shall
also set clear policies and standards  relating to the  Corporations'  hiring of
employees or former  employees of the  independent  auditor to ensure  continued
independence throughout.

The audit  committee  shall,  on an annual  basis,  obtain from the  independent
auditor  a  written   disclosure   delineating  all  of  its  relationships  and
professional  services as required by Independence  Standards Board Standard No.
1,  Independence  Discussions  with Audit  Committees.  Additionally,  the audit
committee will obtain and review a report of the independent  auditor describing
its internal  quality-control  procedures,  material  issues  raised by the most
recent internal  quality-control review of the independent auditor or an inquiry
or  investigation  by a  governmental  authority  involving  one or more  audits
carried out by the independent auditor in the preceding five years and any steps
or  procedures  taken  to  deal  with  any  such  issues.  After  reviewing  the
independent  auditor's report,  the audit committee shall evaluate the auditor's
qualifications, performance and independence. The audit committee shall consider
the opinions of management and the general auditor in making such evaluation.

As required by law, the audit committee shall assure the regular rotation of the
lead and  concurring  audit  partner,  and  consider  whether  there should be a
regular rotation of the auditor itself.

The  independent  auditor shall ascertain that the audit committee is made aware
of timely report to the audit  committee all necessary  accounting  policies and
practices to be used, all alternative treatments of financial information within
generally  accepted   accounting   principles  that  have  been  discussed  with
management and the risks of using such  alternative  treatments,  and inform the
audit committee of other material written communications between the independent
auditor and management.

INTERNAL AUDIT

The general auditor of the Corporation  shall directly report to the chairman of
the audit committee,  with  administrative  oversight provided by an appropriate
executive  officer of the  Corporation.  The audit  committee  will  oversee the
internal audit function and determine that the general auditor is  establishing,
maintaining and executing  appropriate  audit programs,  policies and procedures
that govern the  examination and audit of the ledgers,  records,  procedures and
operations of the Corporation and its affiliates.

FINANCIAL REPORTING OVERSIGHT

In discharging its responsibilities to oversee governmental and public reporting
of financial information, the audit committee shall:

1. Review and discuss the annual  audited  financial  statements,  footnotes and
related disclosures  included in the Corporation's annual report to stockholders
and its annual report on Form 10-K with financial  management,  the  independent
auditor,  and the  general  auditor  prior to the  release  and  filing  of such
documents.  Review  with the  independent  auditor  the  results  of its  annual
examination of the financial  statements,  including their report  thereon,  and
determine its  satisfaction  with the  disclosures  and content of the financial
statements.  This  review  shall  cover  discussion  of all  items  required  by
generally accepted auditing standards  regarding  required  communications  with
audit committees.

2.  Ascertain  that the results of any  internal  audit  activity or  regulatory
reports were appropriately considered in preparing the financial statements.

3. Review and discuss  the  quarterly  financial  results and  information  with
financial  management,  the  independent  auditor,  and the  general  auditor to
determine that the independent auditor does not take exception to the disclosure
and content of the  financial  statements  on Form 10-Q,  to determine  that the
results of any internal audit activity or regulatory  reports were appropriately
considered  in  preparing  the  financial  statements,  and to discuss any other
matters  required to be  communicated  to the audit committee by the independent
auditor.

4. Review and discuss the types of  presentation  and information to be included
in earnings press releases, and any additional financial information and earning
guidance generally provided to analysts and rating agencies.

5. Inquire of management, the general auditor, and the independent auditor about
significant risks or exposures and discuss guidelines and policies to govern the
steps management has taken to minimize such risk to the Corporation.

6. Review and discuss the form and content of the  certification  documents  for
the  quarterly  reports on Form 10-Q and the annual report on Form 10-K with the
general auditor,  the independent  auditor,  the chief financial officer and the
chief executive officer.

7.  Review  the  basis  for  the  disclosures  made  in  the  annual  report  to
stockholders  under  the  heading   Management's  Report  on  Internal  Controls
regarding  the control  environment  of the  Corporation  and the annual  filing
required under the Federal  Deposit  Insurance  Corporation  Improvement  Act of
1991.

8 Prepare,  review  and  approve  the  annual  proxy  disclosure  regarding  the
activities and report of the audit committee for the year.