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Exhibit 14 National Bancshares Corporation
Code of Business Conduct and Ethics National Bancshares Corporation/First National Bank has adopted the
following Code of Ethics for its Directors, Officers and Employees. This code
is designed to protect and assist these parties in handling information and
certain transactions, which might undermine the high ethics and integrity of
the organization. It is also written to follow the Bank Bribery Statute,
passed by Congress, which restricts us, under penalty of law, from accepting
certain gifts and fees. The banks ability to maintain the customers
confidence in the service we provide is dependent on the careful observation of
this policy. Violations of the Code of Ethics Policy will be brought to the
attention of Senior Management or the Audit Committee of the board and may
result in the possibility of disciplinary action including the possibility of
termination. CONFIDENTIAL INFORMATION In the course of performing bank duties, bank employees and directors
acquire confidential information considered to be extremely sensitive by
customers. This information shall not be revealed to unauthorized persons nor
shall customers finances be discussed with others within the bank unless their
duties require the information. Information about customers can be released
only when authorized by the customer or subpoenaed by a court, by the IRS, or
bank regulatory agencies and then the information released must be accurate and
within the confines of the release-authorizing document. When a customer gives the bank as a credit reference, this is authority to
release credit information. Banks also share credit information with each
other. This sharing is only done to support credit decisions, and the sharing
is based on assurances that source confidentiality will be protected and that
the information is accurate and not misleading. The inherent conflict between
the customers right to confidence and privacy and the need for creditors to
share credit experience should be recognized. This conflict cannot be entirely
resolved, but its consequences can be mitigated by exercising extreme care when
exchanging credit information. CONFLICTS OF INTEREST Confidential information about bank customers that reflects favorably or
adversely on the investment value of any business enterprise is insider
information. It must not be used for personal investment advantage or provided
to others for their investment advantage. A bank employee should not represent the bank in any transactions where he
or she has a material connection or a financial interest. Examples of material
connections would include relatives or close personal friendswhether the
transaction involves them as individuals or as principals in a firm doing
business with the bank. An example of a financial interest would be an
employees involvement as a proprietor, partner, or joint venture in a firm
doing business with the bank. If an employee is involved in such a
transaction, it must be handled at arms length on the same terms and at the
same pricing as any other customer. If the transaction is of a substantial
nature, then another officer must be involved. Documentation requirements for
insider transactions are the same as for other customer transactions. Bank employees should avoid taking part in transactions involving any of
the above circumstances. By transactions, we are referring to not only the
making of loans, but also about approval of overdrafts, accepting checks on
uncollected funds, waiving of NSF, overdraft or late charges, and waiving the
requirement for financial statements or collateral documents. When there is a
potential conflict of interest, ask someone else in the bank to handle the
transaction. Any questions regarding transactions involving employees or
directors should be directed to the bank President. 1




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Bank property and facilities cannot be used for personal use without
permission of Senior Management. The bank employee that accepts directorship or has controlling interest in
a for-profit organization shall notify bank management of this information. An
employee must not accept directorship or employment with a company that is
deemed to be a direct competitor of the bank. Charitable and nonprofit
organizations are exceptions to this general requirement unless they are a
direct competitor. RULES ON GIFTS, FEES, LEGACIES, LOANS AND INVESTMENTS A bank employee should not accept a loan from a bank customer or supplier,
unless it is a family loan. This prohibition does not apply to loans from
banks or other financial institutions on customary terms to finance proper
credit needs. A bank employee should not accept a fee for performing any act that the
bank may customarily have performed. It is improper for a bank employee to accept a gift from a customer or
from any other person seeking a relationship with the bank. This rule does not
apply to (a) food, refreshments or entertainment at luncheon or business
meetings, (b) advertising or promotional material of value, (c) awards from
charitable organizations, or (d) gifts of nominal value given on special
occasions such as Christmas. (Nominal value is a value that would be within
the employees ability to reciprocate on a personal basis or with a legitimate
claim to the bank for reimbursement under similar circumstances.) A bank employee should not sell anything to a customer at a value in
excess of its worth nor should he or she purchase anything from a customer at a
price below its worth. (Acceptance of discounts or rebates on merchandise is
permitted if they are also available to other routine customers of the firm.)
This paragraph would not apply to sales between members of the same family. A bank employee should not indirectly perform any act that these rules
prohibit directly. For example, it is just as wrong to arrange for a member of
the family to receive a gift as it is for the employee to accept the gift
directly. It is prudent to refrain from investing in a bank customers business, and
it is improper for a bank employee to subscribe to new issues of stock in a
bank customers business. This does not apply to stock of publicly held
corporations. Speculative investing such as playing the commodities market, margin
buying, short accounts, puts, calls, or combinations are not prudent for bank
employees. LAWS, RULES AND REGULATIONS All directors, officers and employees will abide by all applicable local,
state and federal laws, rules and regulations. All violations, including
illegal or unethical behavior, will be reported to the President immediately.
The President will take appropriate action and will keep all records of each
case. OUTSIDE ACTIVITIES All employees involved in outside employment of any nature or
participation in the affairs of an outside organization must notify the Human
Resource Manager. If there is a potential appearance of a conflict of interest
then such employment or participation may be prohibited. Specific types of
outside activities that raise conflict of interest questions include:  1.
    
    Employment by a firm that competes with the bank.2.
    
    Preparation of any material that will be presented to the bank by an entity seeking a loan.3.
    
    Rendering investment counsel.4.
    
    Rendering accounting services. 2




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5.
    
    Use of bank equipment, supplies, or facilities.6.
    
    Performing any services that the bank may customarily have performed. BRIBERY All attempted bribes will be reported to the President immediately. The
President will then take appropriate action and will keep written records of
each case. Written records will also be kept in the Presidents office of all
waivers granted under this policy statement, and the Presidents office will
keep all compliance certificates on file for three years. Additional Section for Financial Executives: FINANCIAL EXECUTIVES CODE OF ETHICS The President and Vice President and Treasurer bear a special
responsibility for promoting integrity throughout the Company. They must
adhere to and advocate the following principles and responsibilities governing
professional and ethical conduct.  1.
    
    Act with honesty and integrity, avoiding actual or apparent
conflicts of interest in personal and professional relationships.2.
    
    Provide information that is accurate, complete, objective,
relevant, timely and understandable to ensure full, fair, accurate,
timely, and understandable disclosure in reports and documents that the
Company files with, or submits to government agencies and in other
public communications.3.
    
    Comply with rules and regulations of federal, state and local
governments, and other appropriate private and public regulatory
agencies.4.
    
    Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing ones
independent judgment to be subordinated.5.
    
    Respect the confidentiality of information acquired in the course
of ones work except when authorized or otherwise legally obligated to
disclose. Confidential information acquired in the course of ones work
will not be used for personal advantage. Share knowledge and maintain
skills important and relevant to constituents needs.6.
    
    Proactively promote ethical behavior as a responsible partner among
peers, in the work environment and in the community.7.
    
    Achieve responsible use of and control over all assets and
resources employed or entrusted. Additional Section for Directors: DIRECTORS CODE OF ETHICS The directors of this bank were elected to serve the needs of the
stockholders, the community, the banks customers, and the banks employees.
Legal, regulatory, and ethical considerations make it mandatory that directors
avoid most of the conflicts of interest situations outlined above for
employees. In addition, directors must:  1.
    
    Avoid involvement of any kind in the credit approval process when the
credit being considered will directly or indirectly benefit the director. (This policy includes loans, overdrafts, immediate credit of funds, and any
other form of credit.)2.
    
    Disclose to the President and to the Board any actual or potential
conflicts 3




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of interest as soon as the situation arises. (This includes disclosure of any material interest in the business of a borrower, an applicant, or any
other bank customer. It also includes any gift or monetary offers made for the purpose of influencing a bank decision.)3.
    
    Use only arms length transactions when buying, selling, or leasing assets
or services to the bank. (It is bank policy to contract for assets and
services using only arms length transactions that are in the best
interest of the bank. Directors are asked to honor this policy and to refrain from
asking for special considerations as the bank contracts for assets or
services.) 4