Exhibit 14.1**NATIONAL BANCSHARES CORPORATION****CODE OF BUSINESS CONDUCT AND ETHICS**     National Bancshares Corporation requires that all directors, officers and employees abideby the fundamental principles of ethical behavior listed here in performing their duties.     This Code of Business Conduct and Ethics (“Code of Conduct” or “Code”) for National BancsharesCorporation (“Company”) sets forth basic principles and guidelines for directors, officers andemployees which are intended to assist them in conducting the Company’s affairs and business inaccordance with law and business ethics. It is impossible, however, to anticipate all thesituations in which legal and business ethical questions might arise. The best overall guidelinesare individual conscience, common sense and a careful, knowing compliance with law.     The Company has designated several persons to assist employees in resolving questions they mayhave regarding the interpretation and application of the Code, being David C. Vernon, President andChief Executive Officer and Marc Valentin, Senior Vice President and Chief Financial Officer.Employees should not hesitate to take advantage of this help and assistance.**Reporting Ethical, Legal or Financial Integrity Concerns**     Any person may report any ethical concern or any potential or actual legal or financialviolation, including any fraud, accounting, auditing, tax, or record- keeping matter directly tothe Chair of the Audit Committee, the President and Chief Executive Officer, or the Chief FinancialOfficer, or anonymously using the Company’s website based Compliance Hotline.**The Company will not permit retaliation against any employee who reports an ethical, legal orfinancial concern nor will it discipline any employee for making a report in good faith.**     **Integrity of Recording and Reporting our Financial Results**— We properly maintain accurateand complete financial and other business records, and communicate full, fair, accurate, timely andunderstandable financial results. In addition, we recognize that various officers and employees ofthe Company must meet these requirements for the content of reports to the U.S. Securities andExchange Commission (“SEC”), and for the content of other public communications made by theCompany.     **Avoiding Conflicts of Interest**— We avoid relationships or conduct that might compromisejudgment or create actual or apparent conflicts between our personal interests and our loyalty tothe Company. We do not use our position with the Company to obtain improper benefits for others orourselves. We do not compete with the Company.     **Insider Trading**— We follow the Company’s Insider Trading Policy and understand that thesecurities laws impose severe sanctions upon any individual who uses “inside information” for hisown benefit or discloses it to others for their use.     **Obeying the Law**— We respect and obey the laws, rules and regulations applying to ourbusiness.     **Offering/Accepting Gifts, Entertainment, Bribes or Kickbacks**— We do not offer or acceptgifts or entertainment of substantial value. We do not offer or accept bribes or kickbacks.
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     **Protecting Our Assets and Confidentiality**— We use the Company’s property, information andopportunities for the Company’s business purposes and not for unauthorized use. We properlymaintain the confidentiality of information entrusted to us by the Company, its suppliers and itscustomers.     **Selling to Governments**— We comply with the special laws, rules and regulations that relateto government contracts and relationships with government personnel.     **Political Contributions**— We do not make contributions on behalf of the Company to politicalcandidates or parties even where lawful.     **Competing Ethically**— We gain competitive advantage through superior performance. We do notengage in unethical or illegal trade practices. Our business records and communications involvingour products and services are truthful and accurate.     **Respecting Diversity and Fair Employment Practices**— We are committed to respecting aculturally diverse workforce through practices that provide equal access and fair treatment to allemployees on the basis of merit. We do not tolerate harassment or discrimination in the workplace.**Waivers of the Code**     Any waiver of this Code shall be made only by the Board of Directors, and shall be promptlypublicly disclosed as required by the SEC rules.**Personal Responsibility**     Every director, officer, and employee has the personal responsibility to read, know and complywith the principles contained in this Code. For employees, compliance with these principles is acondition of employment, and failure to comply will result in discipline up to and includingtermination. The Board of Directors shall determine the actions to be taken in the event ofviolations of the Code by senior management. Such actions shall be reasonably designed to deterwrongdoing and to promote accountability for adherence to the Code. Every director, officer andemployee has the duty to bring to the attention of the Chairs of the Audit or Corporate Governanceand Nominating Committees of the Board of Directors any activity that in his judgment would violatethe principles of this Code.
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