Waypoint Financial Corporation
Executive Committee Charter

PURPOSE AND POWERS

The Executive Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Waypoint Financial Corp. The primary function of the Committee is to act for the Board between meetings of the Board in all cases where specific directions shall not have been given by the Board along with the power to authorize the seal of the Corporation to be affixed to all papers which may require it.

SPECIFIC LIMITATIONS

Notwithstanding the above the Committee shall not have the power or authority of the Board with respect to the following:

COMPOSITION

The Committee shall be appointed by the Board and consist of at least three non-employee Director members who are independent as defined in the NASDAQ Stock Market, Inc. listing standards as approved by the Securities and Exchange Commission. The Board may appoint at large members from the Board to attend and participate on a rotating basis. Except for vacancies and new members, members of the Committee shall be appointed for one-year terms, coinciding with the annual re-organization meeting of the Board following the Annual Meeting of Shareholders.

The Board shall appoint a Chairman of the Executive Committee and may also appoint a Vice-Chairman.

MEETINGS

The Committee will generally meet on the Wednesday following the third Monday of each month at 8:30 AM local time at the Corporation's Main Office or such other or additional times and places as may be set by the Chairman.

The Chairman shall insure that accurate and complete minutes of the Committee's deliberation and actions are kept and shall report to the Board at its next succeeding meeting. The entire Board may ratify, amend or rescind Committee action consistent nevertheless with its fiduciary duty and in consideration of the right of third parties to rely upon Committee action as that of the Board.

GENERAL

In addition to the formal charge to the Committee to act for the Board between meetings it is the intention of the Board that the Committee act as a collegial body in close consultation with management which may be impractical for the Board as a whole. It is the desire of the Board that the Committee act as in depth investigators and fact finders on behalf of the Board regarding matters to come before it for action. The Board expects to benefit from the Committee's review, analysis, insights and conclusions in carrying out its fiduciary and oversight obligations to Waypoint shareholders.

In addition it is expected that the Executive Committee will be called upon to act as a search team on behalf of the Board with respect to identifying qualified Director candidates to the Independent members of the Board meeting in Executive Session and acting as the Nominating Committee.