Purpose

The Code of Ethics policy has been prepared with an understanding that personal integrity is a quality, which cannot be created or preserved by written rules alone. Codes of conduct, like laws, cannot substitute for a sense of honesty, fairness and decency. Ultimately, the ethical conduct of the affairs of the Bank depends upon the understanding and judgment of all officers, employees and directors .

Policy Statement

Scope of the policy includes all employees, officers, directors, agents or attorneys of the Bank. The Bank expects that the actions of it's officer, employee or director will reflect the ethical standards of the Bank. Personal and/or business affairs should be conducted in a manner that does not cause regulatory/legal/financial risk and/or loss to the Bank. If any officer, employee or director is uncertain about what to do in any situation, guidance should be sought from the Bank's Senior Counsel.

Duty to Report a Concern

It is the responsibility of all officers, employees or directors to report all instances of known or suspected illegal activity on the part of any officer, employee, director, agent or customer of the Bank. If it is uncertain as to the propriety of an individual's actions, contact the Bank's Senior Counsel to obtain clarification. Officers, employees or directors must promptly notify the Bank's Senior Counsel if it is suspected that an officer, employee, agent, or customer has committed an illegal act or the discovery of any circumstances that suggest that a crime has been committed. Failure to report suspected illegal activities properly as outlined in this policy might subject that individual to disciplinary action up to and including and termination.

The Human Resources Officer and Senior Counsel will investigate incidents of alleged ethical violation by employees or officers of the Bank, and, depending upon the findings and/or the severity of the violation, may take disciplinary action, up to and including termination. The Human Resources Committee of the Board of Directors will investigate alleged ethical violations by inside and outside Directors. In such event, depending upon the findings and/or the severity of the violation, the Human Resources Committee may recommend disciplinary action, up to and including removal from the Board. The Bank is required by law to report violations of criminal laws to state and/or federal law enforcement agencies.

The Bank policy prohibits any form of retaliatory action toward an officer, employee or director who notifies the Company of a suspected illegal act or participates in the investigation of a complaint.

Confidential Information

Confidential information includes any information gleaned from business transactions and/or information gleaned within the scope of the employment relationship that has not been made public by persons authorized to make such information public.

Officer, employees and Directors of the Bank have an ethical duty not to disclose confidential information and to protect confidential relationships between the Bank and its customers, suppliers, shareholders and Directors. Such confidential information is to be used solely for approved banking purposes and not as a basis for furthering a private interest or otherwise for personal gain.

An officer, employee or Director of the Bank may not disclose confidential information to private individuals, organizations government bodies, of one customer to another customer, or to any outside party, and disclosure of information to other bank employees should be kept to a minimum on a need-to-know basis, except to the extent demanded by legal process such as a subpoena or court order, in which event approval for disclosure must be sought from the Bank's Legal Office.

Conflict of Interest

An officer, employee or director of the Bank shall not represent the Bank in any transaction where he or she has any material connection or substantial financial interest. Specifically, a material connection includes the involvement of any family member or close personal friends. This policy includes, but is not limited to, approval of bank overdrafts, authorizing or accepting checks on uncollected funds, waiving of bank charges or late charges, or other normal fees. It also includes making loans.

A Bank officer or employee may not accept a directorship of another corporation without approval of the Chief Executive Officer or Board of Directors. Charitable and nonprofit organizations are exceptions to this general policy.

Self-Dealing

No Bank officer, employee or director shall engage in transactions with the Bank in which such person has a duty to protect the Company interests therein and has simultaneous opportunity to realize a personal gain or benefit there from unless such transaction is approved by the Board of Directors. The complexity of modern business and banking transactions is such that an absolute prohibition is not feasible, but the policy of the Bank is to discourage self-dealing generally and to prohibit those transactions, which, after a careful examination, appear to be objectionable either in substance or appearance.

Bank officers, employees or directors and their immediate families, whether acting individually or in a fiduciary capacity, are not permitted to sell assets to or purchase assets from the Bank without prior consent of the Board of Directors unless such assets are being offered by the Bank at public sale or public auction, or the purchase or sale has been approved by a court having jurisdiction. Additionally, a bank officer, employee or director must not take for themselves an opportunity, which belongs to the Bank.

Gifts, Fees, Legacies and Loans

The Federal Bank Bribery Statute and other laws make it a crime for an employee or agent of a financial institution to seek or accept gifts or anything of value from any person with the intention to influence or reward the employee in connection with any business transaction . A Bank officer, employee or director may not accept a loan from a Bank customer or supplier. This prohibition does not apply to loans from banks or other financial institutions on customary terms to finance proper credit needs such as home mortgage and customer credit loans. All executive officers and directors must report annually to the Compliance Officer any borrowing from correspondent banks and other information required by Regulation O.

A Bank officer, employee or director may not receive anything of value for making a loan.

A Bank officer, employee or director may not accept a fee for performance of any act that the Bank could have performed.

It is improper for a Bank officer, employee or director to accept a gift from a customer or supplier or from any other person or business seeking a business or supplier relationship with this Bank. This prohibition does not apply to gifts from relatives, food or entertainment at a luncheon or business meeting, advertising or promotional materials of nominal value, awards by civic or charitable organizations, or gifts of a nominal value on special occasions such as Christmas. Nominal value is a value that would be within the ability of the Bank officer, employee or director to reciprocate on a personal basis or with legitimate claim for reimbursement under similar circumstances.

A loan officer will not sell anything to a customer at a value in excess of its worth nor will the officer purchase anything form a customer at a value in excess of its worth nor will the officer purchase anything form a customer at a value below its worth

All officers and employees will refuse any legacy or bequest or refuse to serve personally as executor, trustee, or guardian of an estate or trust of the Bank customer except where the customer is a close relative of the employee.

Officer, employees or directors may not do indirectly what he or she is prohibited from doing directly. This includes but is not limited to arranging to have a member of his or her family accepts a gift from a customer, etc.

An officer, employee or director of the Bank should decline any gift where there would be even the slightest implication of influence on future business dealings.

Investments

An officer, employee or director will limit investments in a Bank customer's business to a non-controlling interest. No Bank officer, employee or director will invest in a customer's business or enable others to do so as a result of material inside information. All investments in a Bank customer's business must be disclosed in writing to the Board of Directors.

It is improper for a Bank officer, employee or director to subscribe to new issues of stock in a Bank customer's business.

Outside Employment

The Bank does not prohibit outside employment, however employees are expected to devote full-time attention and energy to their career with the Bank. Significant outside employment or employment in positions or establishments which may result in adverse public reaction must be avoided. The Bank's policy requires that all employees notify their immediate manger and the Human Resources Officer prior to accepting any outside employment. Senior Managers must notify the Human Resources Officer and the Board of Directors. No outside employment of any kind will be approved which might subject the Bank to criticism or which would encroach upon working time, interfere with regular duties, or necessitate such long hours as to affect the individual's effectiveness.

Specific types of outside employment and/or activities that raise conflict-of-interest questions include and not limited to the following:

•  Employment by a company that is competitive with the Bank.

•  Preparation of an audit of statements to be presented to the Bank to secure a loan.

•  Rendering investment counsel based on information, reports, or analysis prepared for or by the Bank.

Personal Letters, Published Articles, Public Affairs

When writing personal letters or articles to be published and when participating in public affairs, staff members are cautioned to avoid embarrassing situations. Personal letters should not be written on bank letterhead for obvious reasons. Endorsements, testimonials, publications and participation in public should be undertaken by staff members with caution, so they will not be misinterpreted as endorsements by the Bank.

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