**Exhibit14.1**

 

**EFC Bancorp, Inc.**

 

**Code of Ethics and Business Conduct**

 

This Code of Ethics and Business Conduct represents an overview of thecorporate policies that should govern the actions of all employees, officersand directors of EFC Bancorp, Inc. and its subsidiaries. It is not areplacement for policies and procedures that address the specifics of ourbusiness or which may impose stricter or more detailed requirements. No code ofconduct can cover every potential situation. The Code is designed to provide written standards to promote honest andethical conduct, compliance with law, and a vehicle for prompt internalreporting and accountability to assure adherence to the Code.  It is, therefore, your responsibility toapply the principles set forth in this Code in a responsible fashion and withthe exercise of good business judgment.

 

Certain parts of this Code may apply specifically to “executiveofficers.”  Executive officer means amember of the Company’s or its subsidiaries’ management so designated byresolution of the Board of Directors.

 

The policies and procedures contained in this Code do not constitute alegal contract and may be changed, modified or discontinued from time to timewithout notice (except as required by law) and in the sole discretion of EFCBancorp, Inc.  Failure to adhere tothese policies and procedures may result in disciplinary action up to andincluding dismissal.

 

Except as otherwise provided by written agreement or applicable law,persons employed by the Company or its subsidiaries are employed at will, andthe Company reserves the right to take employment action, includingtermination, at any time for any reason without notice.

 

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**TABLE OF CONTENTS**

 
| Financial  Policies                                             |   |
|-----------------------------------------------------------------|--------|
|                                                            |   |
| Political  Contributions and Activities                         |   |
|                                                            |   |
| Conflicts of Interest                                           |   |
|                                                            |   |
| Accepting Gifts and  Gratuities                                 |   |
|                                                            |   |
| Corporate Opportunities                                         |   |
|                                                            |   |
| Equal Employment  Opportunity, Harassment and Sexual Harassment |   |
|                                                            |   |
| Illegal and Impairing  Substances                               |   |
|                                                            |   |
| Workplace Violence                                              |   |
|                                                            |   |
| Marketing Practices  and Antitrust                              |   |
|                                                            |   |
| Computer  Networks, Voice Mail, E-Mail and the Internet         |   |
|                                                            |   |
| Confidential Information                                        |   |
|                                                            |   |
| Examinations, Government Investigations  and Litigation         |   |
|                                                            |   |
| Detailed Policies and  Procedures and Other Matters             |   |
|                                                            |   |
| Administration  of the Code of Ethics and Business Conduct      |   |
|                                                            |   |
| Contacts                                                        |   |

 

**NOTE:***Throughout the*Code of Ethics and BusinessConduct*,the term “Company” refers to EFC Bancorp, Inc. and/or the subsidiary in whichan employee works, depending on context.*

 

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**FINANCIAL POLICIES**

 

**Use ofCompany Assets**

 

The Company’s assets are to be used exclusively in the pursuit of theCompany’s business except for minimal personal use authorized by yoursupervisor in accordance with other Company policies. The Company’s assetsinclude equipment, facilities, supplies, services such as telephones andcomputer networks, and the time and efforts of its employees.  You should not use Company assets forpersonal gain or convenience, or make Company assets available for the gain orconvenience of anyone else, or for any purpose other than conducting theCompany’s business unless you have management authorization to do so.

 

**Authorityto Make Commitments**

 

Only specific employees are authorized to make financial or othercommitments on behalf of the Company. Commitments might be such things asapproving a loan or other extension of credit, ordering equipment or materials,authorizing business travel, approving payment of an invoice or expense report,authorizing budgets or budget overruns, signing leases or other contracts,selling Company assets, settling litigation or other claims, borrowing money,setting compensation or employee benefits, making charitable contributions andother transactions. These authorizations are in writing and are governed bycorporate policies. You should not make a Company commitment unless you havethe authority to do so.

 

**Bribesand Other Illegal Corporate Payments**

 

The use of Company funds for payments to any individual, company or organizationfor the purpose of obtaining favorable treatment in securing business or otherspecial considerations is prohibited. This policy does not prohibit normal andcustomary business expenses such as reasonable entertainment, tradeorganization dues or similar expenses that are allowed by applicable Companypolicies, which must be properly reported on an appropriate expense reportform.

 

**Relationswith Government Employees**

 

The U.S. government has various regulations prohibiting governmentpersonnel from accepting entertainment, gifts, gratuities or other businesscourtesies that may be acceptable in the private commercial sector. All Companyemployees who may have to make these sorts of judgments must understand andcomply with the letter and intent of such regulations.

 

**Integrityof Records and Reports**

 

The Company’s accounting records are relied upon to produce reports tothe Company’s management, shareholders, government agencies and others. AllCompany accounting records and reports produced from those records shall bekept and presented in a timely fashion and in accordance with the laws of eachapplicable jurisdiction.  Such recordsand reports must accurately and fairly reflect in reasonable detail the Company’sassets, liabilities, revenues and expenses.

 

Responsibility for accurate and complete financial records does notrest solely with the Company’s accounting employees. All employees involved inapproving transactions, supplying supporting information for transactions anddetermining account classifications have responsibility for complying with ourpolicies.

 

**Reportsto Management**

 

The same high standards required in the Company’s external reportingapply to financial reports to management. Accruals and estimates included ininternal reports (such as business plans, budgets and forecasts) shall besupported by appropriate documentation and based on good-faith judgment.

 

**Paymentsand Disbursements**

 

All payments made by or on behalf of the Company must be documented inthe accounting records with appropriate approval(s)

 

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and an adequate description of the business purpose of thedisbursement.

 

**CashDeposits and Bank Accounts**

 

All cash received by the Company shall be promptly recorded in theaccounting records and deposited in a bank account properly authorized by theCompany.  All bank accounts and othercash accounts shall be clearly and accurately recorded in the accountingrecords. No unrecorded accounts, funds or assets shall be established for anypurpose.

 

**Cooperationwith Inquiries**

 

Employees shall provide complete and accurate information in responseto inquiries from the Company’s internal and outside independent auditors aswell as the Company’s legal counsel.

 

**POLITICALCONTRIBUTIONS ANDACTIVITIES**

 

No Company funds or assets, including the work time of any employee,may be contributed, loaned or made available, directly or indirectly, to anypolitical party or to the campaign of any candidate for a local, state orfederal office.

 

**CONFLICTS OF INTEREST**

 

You must carry out your professional responsibilities with integrityand with a sense of loyalty to the Company. You must avoid any situation that involves a possible conflict or anappearance of a conflict of interest between your personal interests and theinterests of the Company.  Knowinglyacting in a manner that presents a conflict between your personal interests andthe best interests of the Company is a violation of this Code.

 

A conflict of interest cannot be defined precisely, only illustrated.The basic factor that exists in all conflict situations is a division ofloyalty between the Company’s best interests and the personal interest of theindividual. Many, but not all, conflict situations arise from personalloyalties or personal financial dealings. It is impossible to list everycircumstance giving rise to a possible conflict of interest, but the followingillustrates the types of situations that may cause conflicts.

 

**FamilyMembers**

 

A conflict of interest may exist when the Company does business with orcompetes with an organization in which a family member has an ownership oremployment interest.  “Family members”include a spouse, parents, children, siblings and in-laws.  You may not conduct business on behalf ofthe Company with family members or an organization with which you or a familymember is associated unless you receive prior written approval under this Code.

 

**Ownershipin Other Businesses**

 

You cannot own, directly or indirectly, a significant financial interestin any business entity that does business with or is in competition with theCompany unless you receive prior written approval under this Code.  As a guide, “a significant financialinterest” is defined as ownership by an employee and/or family members of morethan 1% of the outstanding securities/capital value of a corporation or thatrepresents more than 5% of the total assets of the employee and/or familymembers.

 

**OutsideEmployment**

 

Employees must keep outside business activities, such as a second jobor self-employment, completely separate from the employee’s activities with theCompany.  Employees may not use Companyassets, facilities, materials, or services of other employees for outsideactivities unless specifically authorized by the Company, such as for certainvolunteer work.

 

**DisclosureRequired - *Whenin Doubt, Ask!***

 

You should avoid any actual or apparent conflict of interest.  Conflicts can arise unexpectedly and promptdisclosure is *critically important*. Employees must disclose existing or emerging conflicts of interest(including personal relationships that could reasonably be considered to createconflicts) to their manager

 

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and follow the guidance provided. Executive officers and directors must disclose existing or emergingconflicts of interest to the Chief Executive Officer.

 

**ACCEPTINGGIFTS AND GRATUITIES**

 

**AcceptingThings of Value**

 

Except as provided below, you may not solicit or accept for yourself orfor a third party anything of value from anyone in return for any business,service or confidential information of the Company.  Things of value include gifts, meals, favors, services andentertainment.  The purpose of thispolicy is to ensure that the Company’s business is safeguarded from undueinfluence of bribery and personal favors.

 

The solicitation of and acceptance of things of value is generallyprohibited by the Bank Bribery Act. Violations may be punished by fines and imprisonment.

 

**PermittedTransactions**

 

The following transactions are permitted and will be considered asexceptions to the general prohibition against accepting things of value:

 

•                  Acceptance ofgifts, gratuities, amenities or favors based on family or personalrelationships when the circumstances make clear that it is those relationships,rather than the business of the Company, that are the motivating factors;

 

•                  Acceptance ofmeals, refreshments, travel arrangements, accommodations or entertainment, allof a reasonable value, in the course of a meeting or other occasion, thepurpose of which is to hold bona fide business discussions or to foster betterbusiness relations, provided that the expense would be paid for by the Companyas a reasonable business expense if not paid for by another party;

 

•                  Acceptance ofadvertising or promotional material of reasonable value, such as pens, pencils,note pads, key chains, calendars and similar items;

 

•                  Acceptance ofdiscounts or rebates on merchandise or services that do not exceed thoseavailable to other customers;

 

•                  Acceptance ofgifts of reasonable value related to commonly recognized events or occasions,such as a promotion, new job, wedding, retirement, birthday or holiday; or

 

•                  Acceptance ofcivic, charitable, education or religious organizational awards for recognitionof service and accomplishment.

 

**OtherTransactions**

 

If you are offered or receive something of value beyond what ispermitted in this Code, you must obtain prior approval before you may accept orkeep it.  Transactions other than thosedescribed above may be approved so long as approval is consistent with the BankBribery Act.  If you are at alluncertain as to whether you may accept something of value, do not hesitate toask.

 

**CORPORATE OPPORTUNITIES**

 

Directors and officers of the Company stand in a fiduciary relationshipto the Company.  It is a breach of thisduty for any such person to take advantage of a business opportunity for his orher own personal profit or benefit when the opportunity is within the corporatepowers of the Company and when the opportunity is of present or potentialpractical advantage to the Company, unless the Board of Directors knowinglyelects not to avail itself of such opportunity and the director’s or officer’sparticipation is approved in advance by the Board.  It is the policy of the Company that no director or executiveofficer appropriate a corporate opportunity without the consent of the Board ofDirectors.

 

**EQUALEMPLOYMENT OPPORTUNITY****, HARASSMENT AND SEXUAL HARASSMENT**

 

**EqualEmployment Opportunity**

 

It is the policy of the Company to provide equal employment opportunityin full compliance with

 

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all federal, state and local equal employment opportunity laws andregulations.

 

**HarassmentProhibited**

 

The Company is committed to providing a work environment where allemployees work free from harassment because of race, color, religion, age,gender, sexual orientation, national origin, disability or any characteristicprotected by applicable law.  TheCompany will not tolerate harassment by employees, supervisors, customers orothers.

 

Our policy is essentially based on common sense: all employees shouldtreat each other with respect and courtesy. Harassment in any form – including verbal and physical conduct, visual displays,threats, demands and retaliation – is prohibited.

 

**WhatConstitutes Sexual Harassment**

 

The Equal Employment Opportunity Commission has guidelines that definesexual harassment as unwelcome sexual advances, requests for sexual favors andother verbal or physical conduct of a sexual nature when:

 

•                  Submission tosuch conduct is made either explicitly or implicitly a term or condition of anindividual’s employment, or used as the basis for employment decisionsaffecting such individual; or

 

•                  Such conductcreates an intimidating, hostile or offensive working environment.

 

Sexual harassment can involve either a tangible employment action or ahostile work environment.  Sexualharassment includes more than overt physical or verbal intimidation.  Lewd or vulgar remarks, suggestive comments,posters, pictures and calendars, pressure for dates and sexual favors, andunacceptable physical contact are examples of what can constitute harassment.

 

It is important to realize that what may not be offensive to you *may*be offensive to others.  You shouldconsider carefully the effect of your words and actions on others, and shouldnot assume that another employee’s failure to object means that the employeewelcomes the behavior at issue.

 

The Company as a general matter does not seek to regulate the privatesocial behavior of employees.  However,intimate relationships between supervisors and employees whom they directlysupervise are discouraged.  Because ofthe undesirable workplace repercussions that they may have, any such ongoingrelationship should be disclosed to the supervisor’s department head.  All employees should understand that no oneat the Company has the authority to offer job benefits or threaten jobdisadvantages based on the provision of sexual favors.

 

Sexual harassment also can occur among co-workers or result frombehavior by contractors or other non-employees who have reason to interact withCompany employees.  Our policy extendsto these circumstances as well.

 

**Obligationto Report**

 

Any employee who has reason to believe that he/she is being harassedmust promptly report the harassment. The official procedure for reporting violations or suspected violationsof this policy is located on page 11 of this Code under the Heading “How toReport a Violation.”  Do not allow aninappropriate situation to continue by not reporting it, regardless of who iscreating the situation.

 

**Investigations**

 

As set forth in “Administration of the Code of Ethics and BusinessConduct,” beginning on page 11, the Company will promptly investigateallegations of harassment and, to the extent possible, conduct suchinvestigations confidentially.  Anyemployee who is found to have violated this policy is subject to discipline ordischarge.

 

**NoRetaliation**

 

The Company will not tolerate retaliation in any form against anemployee who has, in good faith, reported an incident of harassment, andemployees should not fear that such a report will endanger his/her job.

 

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**ILLEGALAND IMPAIRING SUBSTANCES**

 

You may not possess, use, sell, distribute or be under the influence ofillegal drugs while on Company property or while conducting Company businessanywhere.  Such behavior is a violationof Company policy in addition to being a violation of the law.

 

When reporting for work and throughout the work day, you must be fitfor duty at all times and, in particular, not pose a safety hazard to yourselfor others through your use of alcohol or other legal, but impairing,substances.

 

**WORKPLACE VIOLENCE**

 

The Company expressly prohibits any acts of violence or threats ofviolence by any Company employee against any other person in or about Companyfacilities or in connection with the conduct of Company business elsewhere atany time.

 

You are prohibited from possessing firearms while on Company propertyor while conducting Company business anywhere at any time unless authorized bythe Company.

 

**MARKETINGPRACTICES AND ANTITRUST**

 

**MarketingPractices**

 

The Company’s products and services must be sold fairly andhonestly.  You should not attempt totake advantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other unfair practice.Many of the products and services provided by the Company are subject to lawsand regulations that specify the information that must be provided to theCompany’s customers.  It is the policyof the Company to comply fully with these disclosure requirements.

 

**Antitrust**

 

The antitrust laws are intended to foster free and open competition andit is important that the Company comply with the letter and the spirit of suchlaws.  Agreements that reduce businesscompetition are a core concern of the antitrust laws and violations may resultin severe civil and criminal penalties to the Company and to individuals.  Antitrust laws pertain to dealings withcustomers and suppliers as well as competitors.

 

In some cases, depending on the circumstances, the antitrust lawsprohibit discussions among competitors about competitively sensitivesubjects.  The most serious antitrustviolations are agreements among competitors that directly restrict competitionamong them.

 

These include agreements:

 

•                  To raise, loweror stabilize prices;

 

•                  To divide theareas in which they will do business or the customers they will serve; or

 

•                  To refuse todeal with certain customers or suppliers.

 

Conduct intended to drive a competitor out of business may also violateantitrust laws.  It is the policy of theCompany to fully comply with all applicable antitrust laws.

 

Antitrust is a complex area of the law and violations have seriousconsequences for the Company and for individuals personally.  The Company’s legal counsel should beconsulted with any questions.

 

**COMPUTER NETWORKS, VOICE MAIL, E-MAILAND THE INTERNET**

 

Many Company employees depend on access to computer networks, voicemail, e-mail and/or the Internet to do their jobs.  These tools come with risks and responsibilities that allemployees must understand and accept.

 

You must use these resources only for the business activities of theCompany (except as described under “Authorized Uses” on page 8) and:

 

•                  Properlyidentify yourself in electronic communication;

 

•                  Use only yourown password and user ID to gain access to systems or data;

 

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•                  Accept fullpersonal responsibility for the activities undertaken with your password anduser ID;

 

•                  Delete e-mail,voice mail and other electronic files in accordance with applicable record retentionpolicies; and

 

•                  Comply with thecomputer security policies of the Company and conduct yourself in a manner thatprotects the Company from damage, theft, waste and violations of the law,including:

 

•                  Protectingagainst exposure to potentially destructive elements, intentional (viruses,sabotage, etc.) or unintentional (bugs); and

 

•                  Protectingagainst unauthorized access to Company information or resources (hacking).

 

**CompanyProperty and Privacy**

 

Computer networks and electronic communications systems, and allmessages and log files generated on or handled by them (including back-upcopies), are considered to be the property of the Company.

 

There should be no expectation of privacy in these electronicinteractions.  The Company may monitorthe content of your electronic communications or monitor the content of serverlog files to review what Web sites or other Internet locations you have visitedand what files you may have sent or received. Computer networks, e-mail systems, voice mail systems and server logsare monitored regularly to support routine and non-routine activities such asoperations, maintenance, auditing, security and investigations.  You should also keep in mind that, as amatter of law, the Company may be called upon to turn over this information tolaw enforcement and private litigants.

 

You may not intercept or disclose, or assist in intercepting ordisclosing, electronic communications or Internet activity except asspecifically provided above and only then with appropriate authorization.

 

**AuthorizedUses**

 

Company computer networks, e-mail and voice mail systems and Internetaccess generally must be used only for Company business activities.  Incidental personal use is permitted if it:

 

•                  Doesn’t preemptor interfere with any Company business activity or with employee productivity;and

 

•                  Consumes only atrivial amount of Company resources.

 

Incidental personal use is subject to the same policies as businessuse.

 

**ProhibitedUses**

 

Under no circumstances should Company computer networks, e-mail andvoice mail systems or Internet access be used:

 

•                  For any illegalactivity;

 

•                  To communicateoffensive sexual, racial or other remarks, jokes, slurs and obscenities;

 

•                  For privatebusiness, commercial or solicitation activities;

 

•                  For chain-lettercommunications of any kind;

 

•                  For charitableendeavors that are not Company-sponsored or authorized, including anyfundraising;

 

•                  For gambling; or

 

•                  For pornography.

 

Additional uses may be prohibited or limited by other provisions ofthis Code or by other Company policies.

 

**CONFIDENTIAL INFORMATION**

 

Many employees learn confidential Company information in the course oftheir jobs and use it to perform important functions.  It is vitally important that all employees handle confidentialinformation properly.

 

There are two major concerns:

 

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•                  Preventing therelease of unauthorized or inappropriate information that might adverselyaffect the Company’s business; and

 

•                  Avoidingviolations of the law, particularly the securities laws relating to disclosureof material financial information before the information is made public.

 

**What isConfidential Information?**

 

What follows is not a complete list of what is considered to beconfidential information, but it illustrates what is typically confidentialunless it has been disclosed by the Company in a securities filing, pressrelease, or other authorized formal or official public communication:

 

•                  Financialresults, budgets or forecasts;

 

•                  Business plans,operating plans, strategy statements, memos, operating manuals, organizationcharts and other internal communications;

 

•                  Companyinvestments, acquisitions or divestitures;

 

•                  New products,processes or designs;

 

•                  Whether aproduct or business is meeting financial or other expectations;

 

•                  Businessrelationships or the terms of any business arrangement, including prices paidor received by the Company;

 

•                  Customer datasuch as customer names and addresses or any confidential personal or businessinformation of the customer;

 

•                  Advertising andmarketing plans and campaigns;

 

•                  Wages andsalaries, bonus or compensation plans, notices to employees or unannouncedpersonnel changes; and

 

•                  Personalinformation about any employee.

 

In general, if information about the Company has not been made publicby the Company, it should be treated as confidential.

 

**Non-Disclosureand Non-Use**

 

You may not disclose to unauthorized persons or use for your ownpersonal advantage or profit, or the advantage or profit of another, anyconfidential information that you obtain as a result of your position with theCompany.  This includes not onlyfinancial analysts and the press, but also business associates, family membersand personal friends.  It is a seriousmistake to disclose such information to anyone simply because you are confidentthat that person will neither try to benefit from it nor disclose it to others.

 

Your obligations not to disclose the Company’s confidential informationand not to use it for unauthorized purposes continue after your affiliationwith the Company ends.

 

**Privacyof Customer Information**

 

The Company is entrusted with important information about individualsand businesses.  It is essential thatyou respect the confidential nature of this information.  The Company is legally obliged to protectthe privacy of a consumer’s personal financial information.  The Company’s privacy practices are set outin a privacy policy that is circulated to our customers and made available tothe public.  All employees are expectedto adhere to the Company’s privacy policy.

 

**PublicDisclosures**

 

You may be asked for information about the Company by the media, tradegroups, consultants and others collecting information for variouspurposes.  You should not make publicstatements on behalf of the Company or provide confidential information inresponse to external inquiries unless you have been authorized to do so.

 

**ProperDisclosures**

 

Some employees must disclose confidential Company information as a partof their job responsibilities.  Thispolicy on confidential information is not intended to prohibit such authorizeddisclosures.

 

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A few examples of situations in which confidential information mightproperly be disclosed are:

 

•                  Disclosure ofoperational data to vendors or consultants in connection with providingservices to the Company;

 

•                  Participation inlegitimate and authorized industry surveys;

 

•                  Providing datato governmental agencies as part of required filings; or

 

•                  An authorizedemployee responding to media or financial analyst inquiries.

 

You should be certain that you understand what you have been authorizedto disclose, and to whom, prior to disclosing any confidential information.

 

**“Inside”Information and Insider Trading**

 

You must not trade in the Company’s stock when you have materialinformation about the Company that is not yet public.  Material information is information that would reasonably beexpected to either (1) affect the price of securities issued by the Company or(2) be important to an investor in deciding whether to buy, sell or holdsecurities issued by the Company. Furthermore, you must not communicate material non-public information topersons outside the Company so that they may profit from transactions in theCompany’s securities.

 

**Engagingin insider trading, or providing confidential information that is used ininsider trading, is illegal and can result in substantial fines and criminalpenalties to you.**

 

The Company maintains a policy on insider trading that provides morecomplete guidance on this subject, including rules on trading in Companysecurities by executive officers, directors and employees who have access tocertain financial information.

 

You should call the Chief Financial Officer with any questions aboutbuying or selling of Company stock.

 

**EXAMINATIONS, GOVERNMENT INVESTIGATIONSAND LITIGATION**

 

**RegulatoryExaminations**

 

The Company and its subsidiaries are subject to examination by federalbanking regulators.  It is Company policyto cooperate fully with the Company’s regulators.

 

**GovernmentInvestigations**

 

It is Company policy to cooperate with reasonable and valid requests byfederal, state or local government investigators.  At the same time, the Company is entitled to all the safeguardsprovided in the law for persons under investigation, including representationby counsel.

 

Accordingly, if a government investigator requests an interview withyou, seeks information or access to files, or poses written questions, he/sheshould be told that you must first consult with the Company’s legalcounsel.  You should immediately contactthe Chief Executive Officer, who will then provide advice as to further action.

 

**Penalties**

 

You should be aware that criminal sanctions could be imposed upon anyperson who submits false or misleading information to the government inconnection with any regulatory examination or government investigation.  Full cooperation and proper legalsupervision of any response in connection with a regulatory examination orgovernment investigation is essential from both corporate and individualviewpoints.

 

**Litigation**

 

In the event any litigation is begun or threatened against the Company,notify the Chief Executive Officer immediately, even if the action or threatsappear to be without merit or insignificant.

 

**Preservationof Records**

 

All records relating to the business of the Company shall be retainedas required by the Company’s record retention guidelines.

 

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Notwithstanding such guidelines, under no circumstances shall anyrecords known to be the subject of or germane to any anticipated, threatened orpending lawsuit, governmental or regulatory investigation, or bankruptcyproceeding be removed, concealed or destroyed.

 

**DETAILEDPOLICIES AND PROCEDURES**

 

This Code does not contain all of the policies of the Company or all ofthe details of the policies that are included. The Company has written policies and procedures that provide moreinformation on some of the topics in this Code of Ethics and Business Conduct.

 

Talk to your supervisor about the Company’s policies and proceduresthat you are responsible for following in your job and make sure that you havereviewed and understand them.

 

**ADMINISTRATIONOF THE CODE OF ETHICS AND BUSINESS CONDUCT**

 

**EveryEmployee Has an Obligation to:**

 

•                  ***Comply*** with this Codeof Ethics and Business Conduct, which prohibits violation of local, state,federal or foreign laws and regulations applicable to our businesses, andrequires compliance with all Company policies;

 

•                  ***Be familiar*** with lawsand Company policies applicable to his/her job and communicate them effectivelyto subordinates;

 

•                  ***Ask questions*** if apolicy or the action to take in a specific situation is unclear;

 

•                  ***Be alert*** toindications and/or evidence of possible wrongdoing; and

 

•                  ***Report*** violations andsuspected violations of this Code of Ethics and Business Conduct to theappropriate person as described in “How to Report a Violation” below andelsewhere in this Code.

 

The Company’s managers have a particular responsibility to notice andquestion incidents, circumstances and behaviors that point to a reasonablepossibility that a violation of this Code has occurred.  A manager’s failure to follow up onreasonable questions is, in itself, a violation of Company policy.

 

**How toAsk a Question**

 

Whenever possible, an employee should work with his/her immediatesupervisor to get answers to routine questions.

 

If a supervisor’s answer does not resolve a question or if an employeehas a question that he/she cannot comfortably address to his/her supervisor,he/she should go to the Compliance Officer.

 

Executive officers and directors may bring any questions to theChairman of the Board or the Chairman of the Governance/Nominating Committee.

 

**How toReport a Violation**

 

Any employee having information about a violation (or suspectedviolation) of this Code should report the violation in writing to theCompliance Officer.

 

Executive officers and directors may submit any reports of violations(or suspected violations) of this Code in writing to the Chief ExecutiveOfficer.

 

If the violation involves the Chief Executive Officer, then theemployee should report the violation by informing the Chairman of theGovernance/Nominating Committee.

 

Concerns regarding questionable accounting or auditing matters shouldbe handled under the procedures for confidential, anonymous submissionsestablished by the Audit Committee.

 

**Follow-upto the Report of a Violation**

 

The Compliance Officer may arrange a meeting with the employee to allowthe employee to present a complete description of the situation.  The Compliance Officer will take the matterunder consideration, including undertaking any necessary investigation orevaluation of the facts related to the situation and, after

 

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consultation with the Chief Executive Officer, shall render a writtendecision, response or explanation as expeditiously as possible.  Individuals who are alleged to be involvedin a violation will not participate in its investigation.

 

**DeterminingWhether a Violation Has Occurred**

 

If the alleged violation of this Code concerns an executive officer ordirector, the determination of whether a violation has occurred shall be made bythe Governance/Nominating Committee of the Board of Directors, in consultationwith such external legal counsel as the such committee deems appropriate.

 

If the alleged violation concerns any other employee, the determinationof whether a violation has occurred shall be made by the Compliance Officer, inconsultation with the Chief Executive Officer.

 

In determining whether a violation of this Code has occurred, thecommittee or person making such determination may take into account to whatextent the violation was intentional, the materiality of the violation from theperspective of either the detriment to the Company or the benefit to thedirector, executive officer or employee, the policy behind the provisionviolated and such other facts and circumstances as they shall deem advisable.

 

Acts or omissions determined to be violations of this Code by otherthan the Governance/Nominating Committee under the process set forth aboveshall be promptly reported by the Chief Executive Officer to the Governance/NominatingCommittee and by the Governance/Nominating Committee to the Board.

 

**Confidentiality**

 

Reports of suspected violations will be kept confidential to the extentpossible and consistent with the conduct of an appropriate investigation.

 

**NoRetaliation**

 

Retaliation in any form against an employee who has, in good faith,reported a violation of this Code will not be tolerated.

 

**Consequencesof a Violation**

 

Employees who violate this Code, or who fail to report violations ofwhich they are aware or should be aware, will subject themselves todisciplinary action up to and including dismissal.  Some violations may also result in civil liability and/or lead tocriminal prosecution.

 

**PriorApprovals**

 

Whenever the requirement for prior approval appears in this Code, itmeans that a writing setting forth the pertinent facts of the situation underconsideration shall be submitted according the following process.

 

If a request for prior approval relates to an executive officer ordirector, the determination with respect to the approval shall be made by theGovernance/Nominating Committee of the Board of Directors, in consultation withthe Chief Executive Officer and/or such external legal counsel as theGovernance/Nominating Committee deems appropriate.

 

If a request for prior approval relates to any other employee, thedetermination shall be made by the Compliance Officer, in consultation with theChief Executive Officer, unless the matter is quantitatively or qualitativelymaterial or outside the ordinary course of business, in which case suchdetermination shall be made by the Governance/Nominating Committee.

 

All approvals (other than those approved by the Governance/NominatingCommittee) shall be promptly reported to the Governance/Nominating Committee.

 

**Waivers**

 

You must request a waiver of a provision of this Code if there is areasonable likelihood that your contemplated action will violate the Code.

 

If a waiver request relates to an executive officer or director, thedetermination with

 

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respect to the waiver shall be made by the Governance/NominatingCommittee of the Board of Directors, in consultation with the Chief ExecutiveOfficer and/or such external legal counsel as the Governance/NominatingCommittee deems appropriate.  Anywaivers granted by such committee shall be submitted to the Board forratification.

 

If a waiver request relates to any other employee, the determinationshall be made by the Compliance Officer, in consultation with the Chief ExecutiveOfficer, unless the matter is quantitatively or qualitatively material oroutside the ordinary course of business, in which case such determination shallbe made by the Governance/Nominating Committee.

 

All waivers of this Code (other than those approved by theGovernance/Nominating Committee) shall be promptly reported to theGovernance/Nominating Committee.

 

Waivers will not be granted except under extraordinary or specialcircumstances.

 

Any waivers of this Code for any executive officer or director of theCompany must promptly be disclosed to stockholders.

 

**Updatesand Changes**

 

This Code will be reissued from time to time to remind employees,officers and directors of its specifics and to make changes and clarificationsbased on experience and suggestions.

 

**CONTACTS**

 

**To AskQuestions and/or to Report Violations**

 

Barrett J. O’Connor

President and Chief Executive Officer

(847) 622-3166

 

James J. Kovac

Executive Vice President and

Chief Financial Officer

(847) 622-3166

 

Jerry L. Gosse

Compliance Officer

847-741-3900

 

James A. Alpeter

Chairman, Governance/Nominating Committee

847-741-3900

 

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