Audit Committee Charter 2010

BNC BANCORP and BANK OF NORTH CAROLINA SUBJECT: AUDIT COMMITTEE CHARTER EFFECTIVE DATE: Amended March 2010 Committee Role The Audit Committee is an advisory committee to assist and act on behalf of the Board of Directors of BNC Bancorp (together with all subsidiaries, the “Company”) and oversee all material aspects of the Company’s financial reporting, system of internal controls, and audit functions, except those specifically related to the responsibilities of another standing committee of the Board of Directors. The Audit Committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders and on Company processes for the management of business/financial risk and for regulatory compliance with significant applicable, legal, ethical, and regulatory requirements. The role also includes coordination with other Board committees and maintenance of strong, positive working relationships with management, external and internal auditors, counsel and other committee advisors. Committee Membership; Qualifications and Entitlements The Audit Committee shall be comprised of no fewer than three independent members of the Board of Directors. The Audit Committee’s members will meet the applicable requirements of the Securities and Exchange Commission (“SEC”), NASDAQ and the FDIC (collectively, the Regulatory Standards”). Accordingly, all members of the Committee shall be directors who: • Have no ...