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Exhibit 14 LSB CORPORATION/LAWRENCE SAVINGS BANK
CODE OF PROFESSIIONAL CONDUCT Table of Contents I.
    
    Statement of Purpose
    
    
    2II.
    
    Conduct of Personal Affairs
    
    
    2III.
    
    Conflict of Interest
    
    
    2(a) Insider Transactions
    
    
    2(b) Role of Personal Friendship and Family Ties in the Conduct of Corporation/Bank Business
    
    
    2(c) Reciprocity with other Financial Institutions
    
    
    3(d) Borrowing from Customers or Vendors
    
    
    3IV.
    
    Professional Conduct
    
    
    3(a) Confidential Information
    
    
    3(b) Disclosure to Auditors and Examiners
    
    
    3(c) The Giving and Receipt of Gifts
    
    
    3(d) Entertainment
    
    
    3(e) Disclosure of Corporate News and Information
    
    
    4(f) Release of Lists of Customers' Names
    
    
    4(g) Recommending Firms and Services to Customers
    
    
    4(h) Legal, Tax or Investment Advise
    
    
    4(i) Fee for Speeches or Articles
    
    
    4(j) Major Civil or Criminal Proceedings
    
    
    4V.
    
    Outside Activities
    
    
    4(a) External Employment and Affiliations that may Conflict with  Corporation/Bank Business
    
    
    4(b) Charitable Contributions
    
    
    5(c) Involvement in Political Activities
    
    
    5VI.
    
    Bank Resources
    
    
    5(a) Use of Corporation/Bank Resources for Personal Needs
    
    
    5(b) Purchase of Assets from the Corporation/Bank
    
    
    5VII.
    
    Loans to Officers or Directors
    
    
    6VIII.
    
    Information Disclosure
    
    
    6IX.
    
    Accountability
    
    
    6(a) Violation and Internal Reporting
    
    
    6(b) Waivers
    
    
    6(c) Investigations
    
    
    6X.
    
    Code Changes
    
    
    7
 -1-




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LSB CORPORATION/LAWRENCE SAVINGS BANK
CODE OF PROFESSIIONAL CONDUCT  I.
    
    Statement of Purpose Our Corporation/Bank is a public trust that is dependent on the confidence of
our customers, depositors, and the community at large. The people and
institutions we serve have a right to expect that all those associated with the
Corporation/Bank will fulfill their professional responsibilities and conduct
their personal affairs in accordance with high ethical standards and with a
total commitment to the maintenance of public confidence, respect and trust. Given the importance of this fundamental concept and in recognition of the need
to develop a common understanding of its implications, the Directors have
adopted the following code as a guide for all Corporation/Bank Officers,
Directors and employees (Company Personnel or Company Persons). The code
is not a reiteration of those behavioral prohibitions and restrictions
contained in current law and regulation. Rather, the code focuses on some of
the more sensitive issues that are subject to individual judgment, in addition
to our general obligation to abide by all applicable law and regulation. It is
designed to complement existing personnel policies and current law. In
addition, the code recognizes the fact that the appearance of inappropriate
conduct can be just as harmful to the Corporation/Banks reputation as actual
misconduct. All Company Personnel are expected to subscribe, not only to the provisions of
the code, but also to the spirit in which it is being presented. Questions
concerning any aspect of the code should be submitted to the Chief Executive
Officer of the Corporation/Bank or, if you prefer, to your manager.  II.
    
    Conduct of Personal Affairs In the business of banking, personal integrity must be considered a basic
measure of the professional competence of management and the Corporation/Bank
as a whole. To deny or ignore this special requirement could seriously
jeopardize LSB Corporation/Lawrence Savings Banks most important strength 
the confidence and respect of customers, employees and depositors. In judging personal integrity, the banking public will not only be aware of our
professional behavior but will also rate our personal conduct. It is vital,
therefore, that all Company Personnel conduct their professional affairs,
including financial matters, in a manner that will serve to enhance their
leadership credibility and the Corporation/Banks reputation in the community.  III.
    
    Conflict of Interest  (a)
    
    Insider Transactions If any Company Person (or a member of the immediate family) has a personal or
professional financial interest, either direct or indirect, in a Bank loan,
purchase, sale, or investment decision, the individual must disclose the
interest and disqualify himself or herself from participating in the
transaction. In addition, the individual must not, either directly or
indirectly, attempt to influence those who make the decision. All such insider
transactions, regardless of amount, shall be recorded and maintained on file by
the clerk/secretary.  (b)
    
    Role of Personal Friendship and Family Ties in the Conduct of
Corporation/Bank Business Company Personnel shall not use their positions with the Corporation/Bank to
obtain or seek to obtain personal favors from other persons or institutions for
themselves, family members of personal friends. -2-




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(c)
    
    Reciprocity with other Financial Institutions Under no circumstances will the Corporation/Bank be a party to a formal or
informal reciprocal arrangement with any other financial institution for the
purpose of providing personal benefit or gain to any Company Person that is not
available to the general public.  (d)
    
    Borrowing from Customers or Vendors Borrowing from customers or vendors is prohibited except from those firms that
normally engage in lending as a primary business function. When borrowing from
such a firm, a Company Person must not accept more favorable personal loan
terms than are available to the general public. In addition, any personal loan
must not be preconditioned on any reciprocal agreements involving the
Corporation/Bank of bank business. This policy prohibits implicit as well as
explicit arrangements.  IV.
    
    Professional Conduct  (a)
    
    Confidential Information Confidential information about Corporation/Banks shareholders, customers and
suppliers acquired by any Company Person through affiliation with the
Corporation/Bank is considered to be privileged and must be held in the
strictest confidence. It is to be used solely for corporation purposes and not
as a basis for personal gain. Except for normal credit reporting procedures
and properly documenting legal demands, such information shall not be
transmitted to persons outside the Corporation/Bank, including family or
associates, or even to others within the Corporation/Bank who do not need to
know such information in discharging their duties. The restrictions in this
paragraph shall also apply to the reports and statements prepared for use in
the Corporation/Banks business and not generally released.  (b)
    
    Disclosure to Auditors and Examiners Questions put by the Corporation/Banks outside independent auditors, members
of our internal audit division, or state and federal examiners shall be
responded to candidly, and no adverse data in response to a question shall be
concealed. In addition, Company Personnel have an obligation to offer any
other information which may help the auditors or examiners prepare a proper
evaluation.  (c)
    
    The Giving and Receipt of Gifts Company Personnel must decide conscientiously whether or not acceptance of a
gift or benefit from a Corporation/Bank shareholder, customer or supplier will
give rise to a feeling of obligation or will cause misinterpretation. As a
general rule, gifts of nominal value that constitute tokens which serve as
general advertising may be accepted. Any gift of significant value should be
politely refused. A gift of money should never be accepted regardless of the
amount. This policy also pertains to the receipt of gifts by members of the
immediate family of any Company Person. No Company Person may give a gift of other than nominal value to a recipient if
the relationship between the donor and recipient was created through a banking
transaction.  (d)
    
    Entertainment Company Personnel may engage in reasonable business-related entertainment of
nominal value, such as lunches, dinners, etc. Significant entertainment
expense for any one person or firm is to be avoided whether the expense is
attributable to infrequent, expensive affairs or frequent, nominally expensive
occasions. In accepting entertainment, Company Personnel must decide
conscientiously whether or not the result will give rise to a feeling of
obligation or cause misinterpretation. Accepting significant entertainment
from any one person or firm is to be avoided. -3-




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(e)
    
    Disclosure of Corporate News and Information Financial information about the Corporation/Bank is not to be released to any
person not officially authorized to have such information unless it has been
published in official Corporation/Bank reports or otherwise made generally
available to the public in accordance with applicable regulations. Exceptions
to this policy must be approved by the Chief Executive Officer. All Company Personnel should be sensitive to the problems which could result by
the premature release of confidential information related to Corporation/Bank
activities or the Corporation/Banks future plans.  (f)
    
    Release of Lists of Customers Names Lists of customer names may not be released in any form.  (g)
    
    Recommending Firms and Services to Customers Company Personnel should not recommend attorneys, accountants, insurance
brokers or agents, stockbrokers, real estate agents and the like to customers
unless in every case several names are given without indicating favoritism.  (h)
    
    Legal, Tax or Investment Advise No Company Person should provide advice to customers on matters concerning the
law, taxes, the preparation of tax returns or investment decisions, except, in
the case of Directors, as may be required in the ordinary course of his or her
duties or profession.  (i)
    
    Fee for Speeches or Articles Company Personnel should not accept fees for speeches made or articles written
in conjunction with official Corporation/Bank business. If fees are offered,
they should be given to the Corporation/Bank.  (j)
    
    Major Civil or Criminal Proceedings Should any Company Person become involved in a major civil or criminal
proceeding that might prove embarrassing to the Corporation/Bank, the Chief
Executive Officer should be notified immediately.  V.
    
    Outside Activities  (a)
    
    External Employment and Affiliations that may Conflict with
Corporation/Bank Business Company Personnel must obtain prior approval for contemplated outside
employment from their division head or the Chairman of the Board or the Chief
Executive Officer. Approval normally will be given unless such outside
employment is not consistent with the best interests of the Corporation/Bank.
In no instance should a Company Person engage in any outside employment or
affiliation which may reasonably subject the Corporation/Bank to criticism or
adverse publicity, or which will encroach on Corporation/Bank working time or
necessitate such long hours as to affect his or her physical or mental
effectiveness with the Corporation/Bank. Any Director who serves on an outside board of directors should abstain from
Board votes on matters that affect the business of the Corporation/Bank. Under no circumstances shall any Company Person engage in any lending or other
activity competitive with those services offered by the Corporation/Bank
without the prior approval of the Board of Directors of the Corporation/Bank. -4-




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By the same token, it is generally not acceptable for any Company Person to (1)
prepare, audit, or certify for any third party statements or documents upon
which the Corporation/Bank might rely for lending or other purposes; (2) render
investment counsel or other advice based upon information, reports, or analyses
that are accessible primarily from or through bank employment; or (3) render
professional services for any Corporation/Bank vendor or customer.  (b)
    
    Charitable Contributions Charitable contributions in terms of both time and money by Company Personnel
are encouraged. The Corporation/Bank will not reimburse Company Personnel for
financial contributions, but will authorize the use of Bank time and facilities
for reasonable charitable involvement with, in the case of Officers and
employees, approval of the appropriate major department head, Chief Executive
Officer or Chairman of the Board.  (c)
    
    Involvement in Political Activities Corporation/Bank facilities, equipment, and supplies may not be used by or on
behalf of any political party or candidate. Federal and state laws prohibit or
restrict these kinds of corporate non-monetary contributions as well as
corporate financial contributions. Officers and employees may engage in political activities (for example:
campaign treasurer) provided these activities are not conducted on Bank time,
and provided that they are done as individuals and not as representatives of
the Corporation/Bank. The Corporation/Bank itself may not be placed on record
as favoring or opposing any political party or candidate. The Corporation/Bank will not reimburse Company Personnel for political
contributions. Officers and employees who wish to run for major elective office must obtain
the approval of the Chief Executive Officer of the Bank. The Corporation/Bank may make political loans in connection with campaigns
provided the loans are made in accordance with applicable laws and regulations
and within the constraints of normal bank underwriting requirements.  VI.
    
    Bank Resources  (a)
    
    Use of Corporation/Bank Resources for Personal Needs As a general rule, Corporation/Bank resources may not be used for personal
needs. However, Company Personnel who donate their time and energy in support
of charitable or socially desirable projects which will reflect credit on the
Corporation/Bank may make reasonable use of bank resources such as occasional
secretarial assistance, use of community rooms, etc. Under no circumstances is
Corporation/Bank property to be removed from the appropriate office.  (b)
    
    Purchase of Assets from the Corporation/Bank Sale of assets to Officers and Directors are subject to the Massachusetts
Statute of Banks and Banking, Chapter 168, Sections 19 & 20. These sections require the prior approval of the Board of Directors. Officers and Directors may purchase assets, except assets acquired as a result
of collection of a loan or being sold by the Corporation/Bank at fair market
value as determined by the Chief Financial Officer. -5-




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The sale of a Corporation/Bank asset acquired as a result of collection of a
loan needs the prior approval of the Chief Executive Officer.  VII.
    
    Loans to Officers or Directors All loans to Officers and/or Directors and especially those to policy making
Officers, members of the Corporation/Banks Board of Directors and/or other
business entities over which they exercise any degree of control are subject to
Chapter 168, Section 19 and Chapter 172, Section 18 of The Massachusetts
Statute on Banks and Banking, and Section 337 of the FDIC Rules and
Regulations, and to the restrictions contained in subpart A of Federal Reserve
Bank Regulation O. All loans to Officers and Directors are to be made in accordance with Section 8
of the Banks Credit Policy Manual. Officers who are authorized or who do make investment transactions will report
annually in writing to the Board of Directors of the Bank a list of brokers or
banks with which they have made transactions for their own account. They do
not have to describe the transaction, only who they have done business with and
how many transactions. The required reporting date will be at the regularly
scheduled September Board meeting. (The currently authorized Officers who effect security transactions are Messrs.
Miller, Leeds and Felter.)  VIII.
    
    Information Disclosure The Corporation/Banks public communications and filings with the Securities
and Exchange Commission, bank regulators and other governmental authorities
should be full, fair, accurate, timely and understandable. Without limiting any other requirements of this code, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, the
Controller and any other person acting in a similar capacity is expected by the
Corporation/Bank to  -
    
    Act honestly and objectively and with integrity and diligence-
    
    Avoid actual and apparent conflicts of interest in personal and professional relationships-
    
    Will timely provide information in an understandable fashion that is full, fair and accurate-
    
    Comply in good faith with all applicable federal, state and local laws, rules and regulations  IX.
    
    Accountability  (a)
    
    Violation and Internal Reporting Violations of this code, including failure to report potential violations by
others, is a serious matter that may result in disciplinary action, including
termination of employment. If any Company Person believes that a violation of
this code has occurred, he or she should notify promptly the Chief Executive
Officer, any Executive Vice President, the Head of Personnel or a member of the
Audit Committee of the Corporations Board. The notification will be handled
in a sensitive and appropriate manner. No Company Person will be subject to
retaliation for raising, in good faith, legitimate concerns or questions about
possible violations of this code. Anonymous reports are welcome. Knowingly
false reports will be subject to disciplinary action.  (b)
    
    Waivers Any waiver of this code for Directors or executive officers may be made only by
the Board of Directors of the Corporation and must be promptly disclosed to the
Corporations stockholders, along with the reasons for the waiver. The Board
of Directors will consider requests for waivers on a case by case basis and
reserves the right to grant or deny such a request in its sole discretion. -6-




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(c)
    
    Investigations Appropriate departmental personnel will investigate objectively allegations of
violations of the code or other wrongdoing. Depending on the circumstances,
alleged violations will be reported to the Corporations Board of Directors
(or, as appropriate, to the Audit Committee) or to applicable authorities.
Company Personnel are expected to cooperate fully with both internal and
external investigations. Unless specifically authorized by the Chief Executive
Officer or the Audit Committee, Company Personnel must maintain the
confidentiality of any investigation and all related documentation. The
Corporation/Bank may determine, in its sole discretion, the nature, manner and
extent of any disciplinary action.  X.
    
    Code Changes The Corporation/Bank may modify this code in any manner in its sole discretion
and without notice. (Revised 3/25/04) -7-