Audit Committee Charter Revised

MOTHER LODE BANK Audit Committee Charter Approved May 2008 Audit Committee Purpose The Board of Directors of Mother Lode Bank (the “Bank”) has established an Audit Committee (the “Committee”) for the purpose of assisting the Board in fulfilling its oversight responsibilities, primarily through:  overseeing management’s conduct of the Bank’s financial reporting process and systems of internal accounting and financial controls;  monitoring the independence and performance of the Bank’s outside auditors;  monitoring the independence and performance of the Bank’s internal auditors; and  providing an avenue of communication among outside auditors, internal auditors, management and the Board. Membership The Committee will consist of at least three non-management members of the Board of Directors. The Board of Directors will appoint the members annually and may remove committee members at any time. The board will also appoint a member to act as Chairman of the Committee. Responsibilities and Duties The Audit Committee’s principal responsibility is one of oversight. Management is responsible for preparing the Bank’s financial statements and the outside auditors are responsible for auditing and/or reviewing those financial statements. The Board of Directors is responsible for approving the Bank’s policies, procedures, practices and controls recommended by Management. It is Management’s responsibility to implement ...