SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

COMMUNITY CORP
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies: N/A
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2) Aggregate number of securities to which transaction applies: N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction: N/A
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5) Total fee paid: N/A
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( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: N/A
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2) Form, Schedule, or Registration Statement No.: N/A
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3) Filing Party: N/A
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4) Date Filed: N/A
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COMMUNITYCORP
1100 NORTH JEFFERIES BOULEVARD
WALTERBORO, SOUTH CAROLINA 29488
(843)549-2265

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2001
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NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the
annual meeting (the "Annual Meeting") of the shareholders of Communitycorp (the
"Company") will be held at the Bank of Walterboro building located at 1100 North
Jefferies Boulevard, Walterboro, South Carolina on Tuesday, April 24, 2001 at
6:00 p.m. Eastern time for the following purposes:

1. ELECTION OF DIRECTORS: The election of three (3) Class I
Directors to serve until the annual meeting of shareholders in
2004.

2. OTHER BUSINESS: Such other business as properly may come
before the Annual Meeting or any adjournment thereof.

A Proxy Card and Proxy Statement for the Annual Meeting are
enclosed herewith.

NOTE: The Board of Directors is not aware of any other
business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual
Meeting or any adjournment thereof. Only shareholders of record of the Company
at the close of business on March 12, 2001, are the shareholders entitled to
receive notice of and to vote at the Annual Meeting and any adjournment thereof.

Please read the attached Proxy Statement carefully. You are requested
to fill in and sign the enclosed form of Proxy, which is solicited by the Board
of Directors, and to mail it promptly in the enclosed envelope. The Proxy will
not be used if you attend and vote at the Annual Meeting in person.

BY ORDER OF THE BOARD OF DIRECTORS

PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER

Walterboro, South Carolina
March 31, 2001

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YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY. YOUR PROXY
CAN BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. IF YOU PLAN TO ATTEND THE
ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. YOUR PROXY MAY
ALSO BE REVOKED BY WRITTEN NOTIFICATION, OR BY A PROXY OF A LATER DATE.
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VOTING AT THE MEETING AND PROXIES

The accompanying form of proxy is for use at the Annual Meeting. A
shareholder may use this proxy if he/she is unable to attend the meeting in
person or if he/she wishes to have his/her shares voted by proxy even if he/she
attends the Annual Meeting. The proxy may be revoked in writing by the person
giving it any time before the proxy is exercised by giving notice to the
Company's secretary, or by submitting a proxy having a later date, or by such
person appearing at the Annual Meeting and voting in person. All shares
represented by valid proxies received pursuant to this solicitation, and not
revoked prior to their exercise, will be voted in the manner specified therein.
If no specification is made in the proxy, the proxy will be voted "FOR" the
election of the nominees for directors listed herein. The Board of Directors is
not aware of any other matter which may be presented for action at the Annual
Meeting, but if other matters do come properly before the Annual Meeting it is
intended that shares represented by proxies in the accompanying form will be
voted by the person named in the proxy in accordance with the recommendation of
management.

The Board of Directors has fixed the close of business on March 12,
2001 as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting. On that date, there were a
total of 300,000 shares of Company Common Stock outstanding. Each shareholder is
entitled to one vote on each matter to come before the Annual Meeting for each
share of Company Common Stock held of record by such shareholder. The presence
at the Annual Meeting, in person or by proxy, of shareholders, holding in the
aggregate a majority of the outstanding shares of the Company's Common Stock
entitled to vote shall constitute a quorum for the transaction of business.
Article Eight of the Articles of Incorporation of the Company provide that in
the election of directors each shareholder entitled to vote shall be entitled to
cast as many votes for each director as shall equal the number of shares held by
him/her, but shall not be entitled to accumulate his/her votes to cast more
votes for any one director than the number of shares held by him/her. Those
nominees receiving the highest number of votes cast at the meeting will be
elected directors.

PROPOSAL I - ELECTION OF DIRECTORS

The business and affairs of the Company are managed by its Board of
Directors. Except as expressly limited by law, all corporate powers of the
Company are vested in and may be exercised by the Board of Directors.

The Company's Bylaws provide for a Board of Directors consisting of not
less than five and not more than 15 directors as determined from time to time by
the Board pursuant to a resolution adopted by a majority of the entire Board.
The Board of Directors has set the number of Directors for 2001 at nine.

The Company's Articles of Incorporation provide that the Directors
shall be divided into three classes, Class I, Class II, and Class III, which
shall be as nearly equal in number as possible. At the Annual Meeting, three
Class I directors will be elected for three year terms expiring at the 2004
Annual Meeting. All of the nominees are currently serving as directors of the
Company.

Should any nominee for the office of director become unable to serve,
which is not anticipated, it is the intention of the persons named in the proxy,
unless otherwise instructed therein, to vote for the election in his stead of
such other person as the Board of Directors may recommend.

If any vacancies occur on the Board of Directors after the Annual
Meeting has taken place, such vacancies may be filled by the remaining directors
at any regular or special meeting thereof. Individuals selected to fill such
vacancies shall serve until the next annual meeting.

The Board of Directors recommends a vote "FOR" the nominees named below
for directors of the Company.

The following table sets forth certain information as to the Board of
Directors' nominees for election as director and of those directors who will
continue to serve as such after the Annual Meeting.

Year First Year
Principal Occupation During Past Five Years and Elected Term
Name Age (1) Other Information Director Expires
- ------------------- -------- ------------------------------------------------- ---------- ---------

BOARD NOMINEES

W. Roger Crook 59 Chief Executive Officer and President of the 1988 2004(2)
Bank since its incorporation on October 11, 1988

Harry L. Hill 73 Retired, Former Vice President and Resident 1988 2004(2)
Manager, Asten Dryer Fabrics, Inc., manufacturer
of dryer felts

Robert E. Redfearn 77 Retired, Former owner of Sea Spirits, Inc. 1988 2004(2)
Grocery/Real Estate
Edisto Beach, S.C.

DIRECTORS CONTINUING IN OFFICE

George W. Cone 55 Partner in Law Firm of McLeod, Fraser & Cone 1988 2002

J. Barnwell Fishburne 45 Owner, Fishburne & Company 1988 2002
Real Estate Sales and Rentals

Calvert W. Huffines 51 President of The Huffines Company 1988 2003
Real Estate Broker

Peden B. McLeod 60 Retired Code Commissioner and Director 1988 2003
South Carolina Legislative Council
Partner in McLeod, Fraser & Cone
Law Firm

Harold M. Robertson 77 Retired, Previous owner of Robertson Electric 1988 2003
Company. Retired Member of Board of Directors
South Carolina Public Service Authority

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(1) At December 31, 2000
(2) Assuming re-election at the Annual Meeting

EXECUTIVE OFFICERS

W. Roger Crook, age 59, is Director, CEO and President of Communitycorp. He is
also CEO and President of the Bank since its incorporation on October 11, 1988.
Mr. Crook was actively involved in organizing the Bank. Prior to February 1988,
Mr. Crook was Vice President of Citizens & Southern National Bank, Walterboro,
South Carolina, for more than five years.

M. Ellison Young, age 63, is Vice President of Communitycorp. He has also been
Vice President since joining the Bank in October 1991. Prior to October 1990,
Mr. Young was Vice President and Branch Manager for The First Savings Bank,
Walterboro Branch, for more than five years.

Gwendolyn P. Bunton, age 47, Vice President and Treasurer of Communitycorp. Also
for the Bank, she has been Vice President and Cashier since December 1993,
Assistant Vice President and Cashier since April 1990, Cashier and Operations
Officer since May 1989. Mrs. Bunton joined Bank of Walterboro in February 1989.
Prior to February 1989, Mrs. Bunton was Loan Administrative Assistant III at
Citizens & Southern National Bank, Walterboro, South Carolina, for more than
five years.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors holds regular meetings monthly. The
Board of Directors has established an Audit Committee, an Executive Committee,
an Investment Committee and a Loan Committee. The Board does not have a
Compensation Committee and functions normally performed by a Compensation
Committee are performed by the Executive Committee. During the fiscal year ended
December 31, 2000, the Board held a total of 13 regular and special meetings.
Each director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all Committees, of the Board of Directors on which he served.

The Executive Committee established and monitors the Company's major
policies, reviews all proposed changes to policies prior to submission to the
Board, and monitors the Company's employee compensation and benefit programs.
The Executive Committee may act on behalf of the Board of Directors between
meetings. Members of the Executive Committee are George W. Cone, W. Roger Crook,
Peden B. McLeod, Harold M. Robertson and Robert Redfearn. The Executive
Committee met 2 times during 2000.

The Investment Committee establishes and monitors the Bank's investment
policy to insure the safety and liquidity of the Bank's investments and monitors
the Bank's assets, liabilities and interest rate policies and exposure. Members
of the Investment Committee are George W. Cone, W. Roger Crook and Peden B.
McLeod. The Investment Committee met 3 times during 2000.

The Loan Committee establishes and monitors the Bank's lending
policies, reviews compliance with policy, reviews loans where the borrower's
liability exceeds certain limits, monitors loans for credit quality and reviews
all loans over 30 days past due. Members of the Loan Committee are George W.
Cone, W. Roger Crook, Calvert W. Huffines, Peden B. McLeod, John B. Fishburne
and Harold M. Robertson. The Loan Committee met 39 times during 2000.

The Board of Directors nominates candidates for election as directors;
it has no nominating committee. The Board of Directors will consider individuals
recommended by shareholders. Shareholders may make recommendations by writing to
Peden B. McLeod, Chairman of the Board, Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488.

The Audit Committee selects the Company's independent auditors,
determines the scope of the Annual Audit, determines whether the Company has
adequate administrative, operational and internal accounting controls and
determines whether the Company is operating according to established policies
and procedures. The members of the Audit Committee are George W. Cone, J.
Barnwell Fishburne, Harry L. Hill and Robert E. Redfearn. The Audit Committee
met 2 times during 2000.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The report of the audit committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the company specifically
incorporates the information contained in the report by reference, and shall not
be deemed filed under such acts.

The audit committee has reviewed and discussed with management the
audited financial statements. The audit committee has discussed with the
independent auditors the matters required to be discussed by the Statement on
Auditing Standards No. 61. The audit committee has received from the independent
auditors the written disclosures and the letter required by Independent
Standards Board Standard No. 1 ("Independence Discussions with Audit
Committees") and has discussed with the independent auditors the independent
auditor's independence from the company and its management. In reliance on the
reviews and discussions referred to above, the audit committee recommended to
the company's board of directors that the audited financial statements be
included in the company's Annual Report on SEC Form 10-K for the fiscal year
ended December 31, 2000 for filing with the SEC.

The report on the audit committee is included herein at the direction
of its members.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD (continued)

Audit Fees

The aggregate fees billed for professional services rendered by the
independent auditors during the company's 2000 fiscal year for review of the
company's annual financial statements and those financial statements included in
the company's quarterly reports filed on the SEC Form 10-Q totaled $32,200.

Financial Information Systems Design and Implementation Fees

The company did not engage the independent auditors to provide, and the
independent auditors did not bill for, professional services regarding financial
information systems design and implementation during the company's 2000 fiscal
year.

All Other Fees

The aggregate fees billed for non-audit services rendered by the
independent auditors during the company's 2000 fiscal year totaled $16,203.
Non-audit services included an examination of the Bank's electronic data
processing department and assistance with the Company's Form 10K, among other
things.

DIRECTORS COMPENSATION

Members of the Board of Directors of the Company received a monthly fee
of $500 and an extra month's fee in December for 2000. Committee members receive
no fees. Total fees paid to directors in the fiscal year ended December 31, 2000
were $52,000. In addition, the Chairman of the Board & the Attorney for
Communitycorp were paid $26,620 & $26,220, respectively, for the year ended
December 31, 2000.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

The Company has had, and expects to have in the future, banking
transactions in the ordinary course of its business with principal officers,
directors, and their associates on substantially the same terms including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others, and did not involve more than normal risk
of collectibility or present other unfavorable features. During 2000, the
largest aggregate amount of indebtedness of principal officers, directors and
their associates to the Company was $1,702,080 which represented 18.70% of the
Company's equity capital at the time. During 2000, the law firm of McLeod,
Fraser & Cone provided legal services to the Company in its ordinary course of
business and it is expected to continue to do so in the future. George W. Cone,
director of Communitycorp, is a partner of the McLeod, Fraser and Cone law firm.
Peden B. McLeod, Director and Chairman of the Board of Communitycorp, is also
partner in the law firm of McLeod, Fraser and Cone.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

Total Sole and Total
Name and Address of Sole Voting and Shared Voting and Shared Voting and Percent of
Beneficial Owner Investment Power Investment Power Investment Power Class
---------------- ---------------- ---------------- ---------------- -----

Owners of 5% or more of
Common Stock 24,917 -0- 24,917 8.84%

Sea Spirits, Inc. (1)

3205 Palmetto Blvd.
Edisto, SC 29438

Directors

George W. Cone (2) 4,461 2,600 7,061 2.50%

W. Roger Crook(3) 3,164 500 3,664 1.30%

Barnwell Fishburne(4) 3,596 1,561 5,157 1.83%

Harry L. Hill 3,891 -0- 3,891 1.38%

Calvert W. Huffines (5) 3,057 4,600 7,657 2.72%

Peden B. McLeod (6) 10,276 15,516 25,792 9.15%

Robert E. Redfearn (7) 500 24,917 25,417 9.02%

Harold Robertson (8) 9,028 2,234 11,262 3.99%

Executive Officers and
Directors as a Group
(10 persons) 68,265 52,817 121,082 42.98%

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(1) This corporation is controlled by Robert E. Redfearn, a director of the
Bank.
(2) Includes 2,600 shares held by family members
(3) Includes 500 shares held by family members.
(4) Includes 1,561 shares held by family members.
(5) Includes 2,300 shares owned by a foundation controlled by Mr. Huffines
and 2,300 shares owned by family members.
(6) Includes 15,516 shares held by family members.
(7) Includes 24,917 shares owned by Sea Spirits, Inc., a corporation which
is controlled by Mr. Redfearn.
(8) Includes 2,234 shares held by family members.

EXECUTIVE COMPENSATION

The following information is furnished for the Chief Executive Officer of the
Company. No other executive officer of the Company received salary and bonuses
in excess of $100,000 during the fiscal year ended December 31, 2000.

SUMMARY COMPENSATION TABLE

Annual Compensation

---------------------------- --------- --------------- ------------ ------------------ -----------------

---------------------------- --------- --------------- ------------ ------------------ -----------------
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($) (1)
---------------------------- --------- --------------- ------------ ------------------ -----------------

W. Roger Crook 2000 $ 110,000 $ 21,000 --- $ 39,170
President and Chief 1999 104,000 21,000 --- 22,962
Executive Officer 1998 100,000 15,000 --- 21,315
---------------------------- --------- --------------- ------------ ------------------ -----------------

(1) Included deferred compensation of $30,000, $14,212, and $13,265 in 2000,
1999, and 1998, respectively, and profit sharing contribution of $9,170, $8,750,
and $8,050 in 2000, 1999, and 1998, respectively.

RETIREMENT PLANS

Profit Sharing Plan. The Company has a qualified Profit Sharing Plan with 401(K)
features. The plan is intended to meet the qualification requirements under the
Internal Revenue Code and serve as a reward to employees for productivity and
profitability. All full-time employees who have attained age 21 and have one
year of service are eligible to participate in the plan. Contributions to the
plan are computed each year on a discretionary basis by the Board of Directors
with consideration for annual profits, retained earnings and reserve
requirements. The profit sharing plan is administered by Profit Concepts, Inc.,
an independent third party administrator in Columbia, South Carolina. The
Trustees of the plan are members of the Board of Directors and are as follows:
J. Barnwell Fishburne, Calvert Huffines and George Cone. The Board of Directors
has the authority to add, delete, or replace Trustees as deemed necessary to
ensure adequate oversight and direction of the plan operations.

The profit sharing plan is designed to provide a source of additional
retirement income that will supplement Social Security benefits at age 65 for
each eligible career employee. Employees or their beneficiaries have the right
to withdraw their funds in the plan upon early separation of service, death,
disability, normal retirement (age 65), early retirement (age 59 1/2) or late
retirement (age 70). Distributions from the plan will be made in either monthly
installments or as a lump sum payment.

The profit sharing plan includes special provisions as outlined in the
Internal Revenue Code, Section 401(K), which permits employees to make voluntary
pre-tax contributions to the retirement plan trust. Employees meeting the
eligibility requirements of the profit sharing plan described above may also
make voluntary contributions under 401(K) plan provisions up to 10% of annual
salary.

The employer has decided to waive its option of matching employee
contributions since the profit sharing plan will potentially provide eligible
employees with a retirement benefit. All employee voluntary contributions are
100% vested. Withdrawal features in the 401(K) plan are the same as the profit
sharing plan. Expenses for this plan were $47,218 for the year ending December
31, 2000.

Deferred Compensation Plan. The Company has a Deferred Compensation Plan which
covers the Chief Executive Officer. This plan is a non-qualified voluntary
deferral salary program with participation limited to the Bank's senior
management group of vice president and above.

Contributions to the plan are voluntary and may be changed from year to
year based upon the income needs of eligible participants. Amounts deferred are
assets of the Bank and income derived from the investment of these assets are
also reflected as assets of the Bank. These assets are subject to the claims of
creditors of the corporation. Deferred funds will be invested and reinvested by
the corporation until such time the employee separates from service and elects
to receive the deferral amounts plus accumulated earnings. The corporation has
the right to invest bank assets in cash, cash equivalents, marketable
securities, common stock, life insurance, annuities or savings instruments as
deemed appropriate by the Trustees and Board of Directors. Expenses for this
plan were $30,000 for the year ending December 31, 2000.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires certain officers of the
Company and its directors, and persons who beneficially own more than 10% of any
registered class of the Company's common stock, to file reports of ownership and
changes in ownership with the SEC. Based solely on a review of the reports and
written representations provided to the Company by the above referenced persons,
the Company believes that during the fiscal year ended December 31, 2000 all
filing requirements applicable to its reporting officers, directors and greater
than ten percent beneficial owners were properly and timely complied with.

INDEPENDENT ACCOUNTANTS

During the 2000 fiscal year, Tourville, Simpson & Caskey, L.L.P. of
Columbia, South Carolina, served as independent accountants to the Company. They
have been appointed as the Company's independent accountants for the 2001 fiscal
year by the Board of Directors. Representative of Tourville, Simpson & Caskey,
L.L.P. are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so. They will be available
to respond to proper questions regarding the independent accountants'
responsibilities.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies, including matters relating to the conduct of the Annual Meeting.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders to be held in April 2002, should be received by the
Company no later than January 31, 2002, in order to be considered for inclusion
in the Company's proxy statement and form of proxy relating to that meeting .
Such proposals should be sent in writing to Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488, Attention: Corporate Secretary. Any such
proposals must comply in all respect with the rules and regulations of the
Securities and Exchange Commission.

EXPENSE OF SOLICITATION

The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers and regular employees of
the Company may solicit proxies personally or by telephone at their regular
salary or hourly compensation.

FORM 10-K

The Company will provide without charge to each person solicited
herein, upon the written request of such person, a copy of the Company's Annual
Report on Form 10-K, including the financial statements and schedules thereto.
Such a written request should be directed to Communitycorp, Post Office Box
1707, Walterboro, South Carolina, 29488, Attention: Corporate Secretary.

BY ORDER OF THE BOARD OF DIRECTORS

PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER

Walterboro, South Carolina
March 31, 2001

PROXY

KNOW ALL MEN BY THESE PRESENT that I, the undersigned shareholder of
Communitycorp, Walterboro, South Carolina, do hereby nominate, constitute and
appoint Peden B. McLeod and Harold M. Robertson or _____________________________
or any one or more of them, my true and lawful attorney(s) with full power of
substitution, for me and in my name, place and stead to vote all of the stock of
said Company, standing in my name on its books as of March 12, 2001 at the
meeting of its shareholders to be held at the Bank of Walterboro building
located at 1100 North Jefferies Boulevard, Walterboro, South Carolina, on
Tuesday, April 24, 2001 at 6:00 p.m. Eastern time or at any adjournment thereof,
as follows:

FOR WITHHOLD 1. ELECTION OF DIRECTORS:
( ) ( ) The Election of Three (3) Class I
directors listed in the accompanying
Statement. The names of the nominees are
as follows: W. Roger Crook, Harry L. Hill,
and Robert E. Redfearn.

2. OTHER BUSINESS:
Such other business that may properly be
brought before the meeting or any
adjournment thereof. Management at the
present time knows of no other business to
be brought before the meeting other than
that of a routine nature.

I hereby ratify and confirm all that said attorney(s) may do or cause to be done
by virtue hereof, receipt of the notice of said Annual Meeting being hereby
acknowledged. Said attorney(s) is (are) hereby authorized to exercise all of the
powers that I would possess if present personally at said meeting or any
adjournment thereof. I hereby revoke all proxies by me heretofore given for any
meeting of shareholders of said Company.

IN THE ABSENCE OF A CONTRARY DIRECTION, THE SHARES REPRESENTED HEREBY SHALL BE
VOTED IN FAVOR OF THE MATTERS SPECIFICALLY SET FORTH ABOVE ANY IF ANY OTHER
BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF MANAGEMENT.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY RE REVOKED
PRIOR TO ITS EXERCISE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
PROPOSITIONS.

In Witness whereof I have hereunto set my hand and seal this _____ day of
______________ 2001.

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Signature

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Signature if held jointly