Audit Committee Charter of Anchor BanCorp Wisconsin Inc.

Audit Committee's Membership and Qualifications

The committee shall be appointed by the board of directors and be comprised of at least three directors, each of whom shall (1) meet the independence requirements of the NASDAQ Stock Market, the SEC, and other applicable law, (2) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and (3) have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement. In addition, at least one member of the audit committee must be an audit committee financial expert within the meaning of the SEC's rules, which is a person who has the following attributes:

(a) an understanding of generally accepted accounting principles (GAAP) and financial statements;

(b) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves;

(c) experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in those activities;

(d) an understanding of internal control over financial reporting; and

(e) an understanding of audit committee functions.

The audit committee financial expert shall have attained these attributes through:

(1) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

(2) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

(3) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

(4) other relevant experience.

Each member of the committee shall be free from any relationship which would interfere with the exercise of his or her independent judgment in carrying out his or her responsibilities as a member of the committee.

General Purposes and Powers of the Audit Committee

The audit committee's primary purpose is to 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; the financial reporting process; the systems of internal accounting and financial controls; the performance of the Company's internal audit function and independent registered public accounting firm; the independent registered public accounting firm's qualifications and independence; and the Company's compliance with ethics policies and legal and regulatory requirements. In so doing, it is the responsibility of the committee to maintain and foster free and open communication among the committee, independent registered public accounting firm, the internal auditors and management of the Company.

The audit committee is empowered to appoint, compensate and oversee the work of the Company's independent registered public accounting firm and 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 and retain independent counsel and other advisors as it determines necessary to carry out its duties. The audit committee is also empowered to determine and provide for the payment of compensation to the Company's independent registered public accounting firm and to such counsel and other advisors as the committee deems necessary or appropriate.

Responsibilities, Processes and Duties of the Audit Committee

In carrying out its responsibilities, the audit committee shall: