Code of Conduct and Ethics

A. Ethical Conduct
High standards of conduct and personal integrity are essential for the Company to maintain the confidence of its customers, Employees, and the general public. To ensure that the Company and all Persons embrace and promote sound ethical business practices, the Company requires that all Persons agree to:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;
• Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be impaired;
• Endeavor to deal fairly with the Company's customers, suppliers, competitors and other employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material fact, or any unfair-dealing practice.

B. Conflicts Arising from Personal Benefit
A conflict of interest exists whenever a Person or a member of his or her Immediate Family has a personal interest in any entity or matter that may influence a decision or cloud that Person's judgment in the discharge of his or her responsibilities to the Company. It is the duty of every Person to avoid situations from which he or she or an Immediate Family member might benefit personally, directly or indirectly, or that give the perception that the Person or an Immediate Family member is benefiting personally, from business decisions, use of Company facilities or from relationships with Company customers, vendors or contacts.

C. Corporate Opportunities
If a business opportunity relating to the Company's lines of business becomes available to or is made known to a Person, it must first be made available to the Company before being acted upon by that Person, by his or her Immediate Family or by any other Person or party without prior approval obtained by means of the Approval/Clarification Process.

E. Conducting Financial Transactions for Yourself or Involving Those in a Close Personal Relationship
Employees are prohibited from making bank loans to companies in which the Employee has a substantial interest as an owner, director, officer, or partner, or to companies in which a member of his or her Immediate Family has such an interest, or to a member of his or her Immediate Family. Such loans must be directed to another loan officer. When that is not possible, the application may be taken, but must be approved by another loan officer.

The Company from time to time may purchase or lease real or personal property or goods or services from a Person, a member of a Person's Immediate Family, or from business entities in which a Person or in which a member of that Person's Immediate Family is an officer, director and/or controlling stockholder.

It is the policy of the Company that any transaction involving insiders must be conducted at arm's length and that any consideration paid or received by the Company in connection with such a transaction shall be on terms no less favorable than terms available to an unaffiliated third party under the same or similar circumstances. In accordance with Regulation O, the Director's or Officer's interest in any such transactions requiring Board action shall be disclosed to the Board prior to any action being taken, and any such transactions not requiring Board approval shall be reported to the Board at least annually.

F. Executorships, Agencies and Powers of Attorney

1. Fiduciary

   A fiduciary is the Company or Person undertaking to act (alone or jointly with others) for the benefit of another as a trustee, executor, executrix, personal representative, administrator or guardian of estates, assignee or receiver, or in any other similar capacity. Certain subsidiaries of the Company routinely exercise fiduciary powers.

2. The Company and Employees acting as Co-fiduciaries

   The Company acting as a fiduciary shall not permit a co-fiduciary relationship to exist between itself and an Employee in the administration of any account, except where the Employee is acting as a fiduciary on behalf of an Immediate Family Member. In such instances, the Employee must obtain

   Example: With the prior approval of the subsidiary's Board of Directors, an Employee and the subsidiary may act as co-fiduciaries of the estate of the Employee's deceased spouse, but the Employee and subsidiary may not act as co-fiduciaries if an Immediate Family relationship does not exist.

3. Self-Dealing

   No property held by any subsidiary acting as a fiduciary shall be sold or transferred, by loan or otherwise to itself, to another subsidiary, to the Company, to any Director, Employee, any member of their Immediate Family or to any organization in which there exists a fiduciary interest. The only exceptions to this policy shall be where: (a) the trust instrument specifically authorizes such a transaction; (b) where the subsidiary has been advised by its legal counsel to authorize such a sale; or (c) where such a transaction is required by applicable law.

4. Fiduciary Relationships Not Involving The Company

   Employees functioning in any trust department of any subsidiary bank may not be executor, executrix, trustee, or have any fiduciary responsibility with respect to any accounts unless there is an Immediate Family relationship. Approval for any exceptions to this policy must first be obtained through the Approval/Clarification Process.

   Example: With the prior approval of the subsidiary's Board of Directors, an Employee working in the trust department of the subsidiary may act as the executor of a customer's estate only if the customer was an Immediate Family member of the Employee.

5. Legacies and Gifts Persons may not accept a legacy or gift from a customer of the Company under a will or trust instrument unless there is an Immediate Family relationship. Any exceptions to this policy must be approved by means of the Approval/Clarification Process.

   Example: An Employee may accept a legacy from a spouse who was a customer. If the deceased customer was not an Immediate Family member, approval for the Employee to accept the legacy must be obtained.

I. Disclosing Interest and Abstaining from Participation
Directors must disclose to the Chairman of their respective Boards and Employees must disclose to their direct supervisor when they know of any ownership or beneficial interest which they or members of their Immediate Families have with customers or suppliers of the Company if they have responsibility for the account relationship. Persons and their Immediate Families are prohibited from investing in securities of customers or suppliers if they hold or share any responsibility for the account relationship, unless the securities are listed on an exchange and the purchase or sale is based upon information available to the general public, or unless approval is obtained by means of the Approval/Clarification Process. In those instances where a personal investment in a given customer has been approved, Persons must avoid participation in any Company decisions concerning that customer.

Example: An Employee who is the account officer for or deals with the loan account of ABC Company (a customer) may not invest personally in ABC Company without receiving prior approval through the Approval/Clarification Process.

J. Directorships and Outside Business Interests
Persons should be aware of the various statutes and regulations either prohibiting or restricting dual service by them in the following areas:

• Service as a director, officer or employee of any other unaffiliated commercial bank, banking association, trust company, savings bank, savings and loan association, or credit union;

• Service in an organization primarily engaged in the issuance, underwriting, public sale or distribution of stocks, bonds or other securities;

• Service as an officer or director of a public utility or a registered public utility holding company or subsidiary; or

• Service as a director, officer, partner, employee, appointee or representative of any obligor of securities for which the Company subsidiary with which he or she is affiliated is the indenture (corporate) trustee.

K. Political Contributions
No funds or assets of the Company are to be used to make any unlawful political contribution. For purposes of this section, the term "political contribution" shall be deemed to include not only the direct or indirect delivery of cash or property of the Company to a political party, candidate, committee or organization but also includes: (a) the reimbursement by the Company to any Person or any other person, for a political contribution made or to be made by such Person or other person; or (b) the provision of services or the use of property or the making of a loan, to a political party, candidate, committee or organization by the Company, except in the ordinary course of Company business and on customary commercial terms. Purchases of tickets to political dinners or other similar events or of advertisements in political publications are considered to be political contributions and are not reimbursable.

Neither the Company nor any Person acting on its behalf shall establish any program to solicit, collect or distribute political contributions from a Person.

No Person shall be under any obligation of any kind to the Company or to any other Person, to utilize any of his or her compensation to make political contributions and no Person or any other person acting on the Company's behalf, shall seek to create or enforce any such obligation.

Nothing contained in this section is intended to discourage Persons from active personal involvement in the political process, including the making of personal political contributions, or to otherwise limit the rights and obligations of Persons as responsible citizens. Notwithstanding the foregoing, the Code (i) requires that before a Person seeks or accepts a nomination or appointment to any public office, whether paid or unpaid, that Person must obtain the Company's approval via the Approval/Clarification Process and (ii) prohibits political campaigning, wearing and/or displaying political campaign slogans, distributing political literature, and/or soliciting campaign funds at or in the work place.