Asset/Liability Management Committee of the
†††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† †††† Board of Directors

††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ††††††COMMITTEE CHARTER

††††††††††††††††††††††††††††††††††††††††††††††††††† [(approved by the Board on September 28 ,2004)]

 

Composition:

The Asset/Liability Management Committee shall be comprised of those members of the Boardas may be appointed to the Committee from time to time by a majority of the Board.A Chairman of the Asset/Liability Management Committee shall be elected out of those members appointed to the Committee.The Chairman shall preside at meetings of the Asset/Liability Management Committee.

Committee Role and Scope of Authority:

The function of the Asset/Liability Management Committee is to assist the Board of Directors inmonitoring and overseeing the Corporationís interest rate risk and financial risk exposure on a consolidated basis and at the subsidiary level.The Asset/Liability Management Committee shall be responsible for implementation of the Corporationís overall asset/liability management and investment policies and periodic review and evaluation of established asset/liability management and investment policies and shall recommend to the Board for approval and changes to such policies as the Committee may deem appropriate.In addition, the Committee will be responsible for overseeing and making recommendations to the Board concerning other financial areas of the business, including financing transactions, capital utilization and dividend policy.The Committee shall meet on a regular basis, working closely with the financial management of the organization, and shall have full authority to act on behalf of the Board with respect toimplementing risk management strategies, considering and approving the use of various hedging techniques and other matters relating to risk management decisions.

Manner of Acting:

A majority of the members of the Committee present (in person or by telephone) at any meeting of the Committee shall constitute a quorum, and approval by a majority of the quorum is necessary for Committee action.Minutes shall be recorded of each meeting held.The Committee may adopt its own rules of procedure, and, unless otherwise determined by a majority vote of the members of the Committee, actions may be taken by written consent in lieu of a meeting of the Committee.

 

 

Reports:

The Chairman of the Asset/Liability Management Committee (or in his absence such other Committee member as the Committee may select) shall report on behalf of the Committee to the full Board at each regularly scheduled meeting thereof with respect to any significant matters discussed or actions taken by the Committee if any meetings of the Committee have been held (or action otherwise taken) since the date of the previous Board meeting.