COMMUNITYCORP
1100 NORTH JEFFERIES BOULEVARD
WALTERBORO, SOUTH CAROLINA 29488
(803)549-2265

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1998

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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 21, 1998 at
6:00 p.m. Eastern time for the following purposes:

1. ELECTION OF DIRECTORS: The election of four (4) Class I
Directors to serve until the annual meeting of shareholders in
2001.

2. RATIFICATION OF AUDITORS: To ratify the selection of
Tourville, Simpson & Henderson as auditors for the Company for
year ending December 31, 1998.

3. 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 9, 1998, 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, 1998

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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 and "FOR" ratification of
the selection of Tourville, Simpson and Henderson as the independent auditors of
the Company. 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 9, 1998
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.
Ratification of the appointment of Tourville, Simpson and Henderson as auditors
for the Company for the current year shall be by a majority vote of the shares
of Common Stock present and entitled to vote at the Annual Meeting.

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 1998 at ten.

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, four
Class I directors will be elected for three year terms expiring at the 2001
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
AGE PRINCIPAL OCCUPATION DURING PAST FIVE ELECTED TERM
NAME (1) YEARS AND OTHER INFORMATION DIRECTOR EXPIRES
- ---- --- --------------------------- -------- -------
BOARD NOMINEES

E. Ray Carmichael 68 President, Carmichael Oil of Walterboro, Inc., 1988 2001(2)
Exxon oil distributor
W. Roger Crook 56 Chief Executive Officer and President of the 1988 2001(2)
Bank since its incorporation on October 11,
1988
Harry L. Hill 70 Retired, Former Vice President and Resident 1988 2001(2)
Manager, Asten Dryer Fabrics, Inc.,
manufacturer of dryer felts
Robert E. Redfearn 74 Retired, Former owner of Sea Spirits, Inc. 1988 2001(2)
Grocery/Real Estate
Edisto Beach, S.C.

YEAR FIRST YEAR
AGE PRINCIPAL OCCUPATION DURING PAST FIVE ELECTED TERM
NAME (1) YEARS AND OTHER INFORMATION DIRECTOR EXPIRES
- ---- --- --------------------------- -------- -------
DIRECTORS CONTINUING IN OFFICE
George W. Cone 52 Partner in Law Firm of McLeod, Fraser & 1988 1999
Cone
Opedalis Evans 76 Retired - Former Merchant and Farmer, 1988 1999
Islandton, S.C.
J. Barnwell Fishburne 42 Owner, Fishburne & Company 1988 1999
Real Estate Sales and Rentals

Calvert W. Huffines 48 President of The Huffines Company 1988 2000
Real Estate Broker
Peden B. McLeod 57 Retired Code Commissioner and Director 1988 2000
South Carolina Legislative Council.
Partner in McLeod, Fraser & Cone
Law Firm
Harold M. Robertson 74 Retired, Previous owner of Robertson Electric 1988 2000
Company. Retired Member of Board of
Directors South Carolina Public Service
Authority
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(1) At December 31, 1997
(2) Assuming re-election at the Annual Meeting

EXECUTIVE OFFICERS

W. ROGER CROOK, age 56, 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 60, 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 44, 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, 1997, 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 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, Opedalis
Evans, J. Barnwell Fishburne, Harry L. Hill and Robert E. Redfearn. The Audit
Committee met two times during 1997.

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 E. Ray Carmichael, George W.
Cone, W. Roger Crook, Peden B. McLeod, and Harold M. Robertson. The Executive
Committee met two times during 1997.

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 fourteen times during 1997.

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 E. Ray
Carmichael, George W. Cone, W. Roger Crook, Calvert W. Huffines, Peden B. McLeod
and Harold M. Robertson. The Loan Committee met sixty-five times during 1997.

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.

DIRECTORS COMPENSATION

Members of the Board of Directors of the Company receive a monthly fee
of $400 in 1997. Committee members receive no fees. Total fees paid to directors
in the fiscal year ended December 31, 1997 were $46,800. In addition, the
Chairman of the Board & Vice Chairman of Communitycorp were paid $20,000 &
$19,600, respectively, for the year ended December 31, 1997.

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 1997, the
largest aggregate amount of indebtedness of principal officers, directors and
their associates to the Company was $1,950,124 which represented 31.11% of the
Company's equity capital at the time. During 1997, 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 member 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

SHARED VOTING TOTAL SOLE AND
AND SHARED VOTING TOTAL
NAME AND ADDRESS OF SOLE VOTING AND INVESTMENT AND INVESTMENT PERCENT
BENEFICIAL OWNER INVESTMENT POWER POWER POWER OF CLASS
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OWNERS OF 5% OR MORE OF
COMMON STOCK
Sea Spirits, Inc. (1) 23,708 - 0 - 23,708 7.90%
3205 Palmetto Blvd.
Edisto, SC 29438

DIRECTORS
E. Ray Carmichael (2) 11,897 3,228 15,125 5.04%
George W. Cone (3) 2,728 1,500 4,228 1.41%
W. Roger Crook(4) 2,229 500 2,729 0.91%
Opedalis Evans 4,200 - 0 - 4,200 1.40%
Barnwell Fishburne(5) 6,647 1,488 8,135 2.71%
Harry L. Hill 3,335 - 0 - 3,335 1.11%
Calvert W. Huffines (6) 2,085 4,600 6,685 2.23%
Peden B. McLeod (7) 7,478 19,350 26,828 8.94%
Robert E. Redfearn (8) 500 23,708 24,208 8.07%
Harold Robertson (9) 7,975 2,534 10,509 3.50%

EXECUTIVE OFFICERS AND 50,029 56,908 106,937 35.65%
DIRECTORS AS A GROUP
(12 PERSONS)

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(1) This corporation is controlled by Robert E. Redfearn, a director of the
Bank.
(2) Includes 2,500 shares owned by a corporation which Mr. Carmichael
controls and 728 shares owned by family members.
(3) Includes 1,500 shares held by family members
(4) Includes 500 shares held by family members.
(5) Includes 1,488 shares held by family members.
(6) Includes 2,300 shares owned by a foundation controlled by Mr. Huffines
and 2,300 shares owned by family members.
(7) Includes 19,350 shares held by family members.
(8) Includes 23,708 shares owned by Sea Spirits, Inc., a corporation which
is controlled by Mr. Redfearn.
(9) Includes 2,534 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 31,1997.

SUMMARY COMPENSATION TABLE

Annual Compensation

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

W. Roger Crook 1997 $ 86,000 $ 12,000 --- $ 18,020
President and Chief
Executive Officer 1996 76,300 10,000 --- 15,341

1995 72,000 7,000 --- 13,334

(1) Included deferred compensation of $12,000, $10,000, and $9,014 in 1997,
1996, and 1995, respectively, and profit sharing contribution of $6,020,
$5,341, and $4,320 in 1997, 1996, and 1995, 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 $31,656 for the year ending December
31, 1997.

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 $12,000 for the year ending December 31, 1997.

PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors believes it appropriate to submit for action by
the shareholders its selection of Tourville, Simpson & Henderson as the
Company's independent auditors for 1998 to audit the consolidated financial
statements of the Company for the current year and to perform such other
appropriate accounting services as may be required by the Board.

Representatives of Tourville, Simpson & Henderson are expected to be
present at the Annual Meeting with the opportunity to make a statement if they
so desire and they are expected to be available to respond to appropriate
questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF TOURVILLE, SIMPSON & HENDERSON AS THE COMPANY'S INDEPENDENT
AUDITORS.

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, 1997 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 1997 fiscal year, Tourville, Simpson & Henderson of
Columbia, South Carolina, served as independent accountants to the Company. They
have been appointed as the Company's independent accountants for the 1998 fiscal
year by the Board of Directors. Representative of Tourville, Simpson & Henderson
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 judgement 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 1999, should be received by the
Company no later than January 29, 1999, 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, 1998

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 9, 1998 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 21, 1998 AT 6:00 P.M. EASTERN TIME OR AT ANY ADJOURNMENT THEREOF,
AS FOLLOWS:

FOR WITHHOLD 1. ELECTION OF DIRECTORS:
( ) ( ) The Election of Four (4) Class I directors listed in the
accompanying Statement. The names of the nominees are as
follows: E. Ray Carmichael, W. Roger Crook, Harry L. Hill,
Robert E. Redfearn

FOR AGAINST ABSTAIN 2. RATIFICATION OF AUDITORS:
( ) ( ) ( ) To ratify the selection of Tourville, Simpson and Henderson
as auditors of the Company for the year ending December 31,
1998 as stated in the accompanying notice of said meeting.

3. 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
______________ 1998.

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Signature

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Signature if held jointly