**EXHIBIT 14**

**CODE OF ETHICS**

**Section 1—Overview**

**1.1   Purpose of the Code**

This Code ofBusiness Conduct and Ethics (“Code”) is intended to deter wrongdoing andpromote:

·       Honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;

·       Full,fair, accurate timely and understandable disclosure in documents the Companyfiles with, or submits to, the Securities and Exchange Commission (“SEC”) andin all public communications made by the Company;

·       Compliancewith applicable governmental laws, rules and regulations;

·       Promptinternal reporting to designated persons of violations of the Code; and

·       Accountabilityfor adherence to the Code.

**1.2   Application of the Code**

The Code applies to all directors (where applicable),officers and employees of PSB Holdings, Inc. and its subsidiaries andaffiliates (the “Company”), including Putnam Savings Bank. The Code applies toall employee decisions and activities within the scope of employment, or whenrepresenting the Company in any capacity. *A copy of the Code will beincluded in the orientation package provided to new employees.*Followingreview of the Code, new employees will be asked to sign a written confirmationthat they have reviewed the Code in its entirety, and agree to adhere to itsprovisions. All Company managers should be familiar with the requirements ofthe Code, and should encourage employees to apply the Code to their dailyactivities and decisions, and to seek guidance from the appropriate individualswhen additional information or explanation is needed. Each executive officerand director shall affirm annually to the entire board of directors that theexecutive officer or director has read and complied with the Code, and thatthey do not know of any unreported violations of the Code.

The Code will beincorporated into the Employee Handbook.

**1.3   Obtaining Guidance**

If you need additional explanation regarding aparticular provision of the Code, or if you need guidance in a specificsituation, please contact your immediate supervisor (or, in the case ofdirectors, the Ethics Committee of the Board of Directors). If you are anemployee and are uncomfortable speaking to your immediate supervisor, or if yourequire additional guidance after having consulted with your supervisor, youare encouraged to contact the Company’s President and Chief Executive Officer(Robert G. Cocks).

You may contact anymanager for guidance on any sensitive personal matter, such as possiblediscrimination or harassment.

**1.4   ReportingViolations of the Code**

Acting with the highest standard of ethics andintegrity is critical to the success of our Company, and must be reflected inour daily decisions and actions. It is the duty and responsibility of eachemployee and director to understand and adhere to the principles provided inthe Code so that potential issues may be effectively and efficiently resolvedand the valuable reputation of the Company preserved. Any known or 

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suspected violation of theCode must be promptly reported. This includes violations or possible violationsinvolving you, another employee, including managers, or an agent acting onbehalf of the Company. Any violation of law, rule or regulation applicableto the Company and/or corporate policy is also a violation of this Code.Violations of the Code may result in disciplinary action including, in severesituations, immediate termination of employment.

If you know of or suspect a violation of the Code,including actions or failures to act, immediately report the matter to yourmanager or the Company’s Chief Executive Officer (and, in the case ofdirectors, to the Ethics Committee of the Board of Directors). If you are notcomfortable reporting a known or suspected violation to any of these persons,you may contact Paul M. Kelly (860-928-0087), Maurice P. Beaulac(860-928-3292) or Richard A. Loomis (860-928-5832),members of the Audit Committee,****to leave aconfidential message.

In addition, concerns regarding questionableaccounting, internal accounting controls or auditing matters may be madedirectly to any member of the Audit Committee.

All concerns or complaintswill be promptly investigated and appropriate action taken. No personexpressing concerns or complaints will be subject to any disciplinary or otheradverse action by the Company absent a knowingly false report. All concerns orcomplaints may be made anonymously and will remain confidential. Please providesufficient information to allow parties to properly investigate your concernsor complaints. The Company will retain a record of all concerns and complaints,and the results of its investigations, for five years.

**Section 2—ConfidentialityofInformation**

**2.1   General**

Every employee has a strict responsibility tosafeguard all confidential Company information entrusted to (or known by) himor her. Each employee must respect and maintain confidentiality regarding thetransactions and affairs of the Company.

A customer’s financial or personal information isstrictly confidential and must never be used or disclosed in an improper orinappropriate manner. This information may not be used as a basis for personalinvestment decisions. Employees must treat confidential customer information inaccordance with the provisions of this Code.

Financial information about the Company is not to begiven to persons outside the Company unless it has been reported to theshareholders or has otherwise been made available to the public. Exceptions tothis general policy include disclosure to attorneys, accountants and otherprofessionals working on behalf of the Company, as well as regulatoryexaminers. Any and all subpoenas of or for information received by an employeeof the Company shall be forwarded to the President and Chief Executive Officerfor review and response.

Employees possessing information that could influencedecisions regarding the purchase or sale of Company stock must take precautionsto ensure that this information is not inappropriately shared with others,including other employees. Employees with material nonpublic information cannotbuy or sell Company stock. For more information on your obligations, pleasecontact the Company’s President and Chief Executive Officer.

This section also appliesto information inadvertently received by employees, including e-mails,facsimile transmissions, all types of mail, including inter-office mail, andall other forms of written, verbal or electronic communications.

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**2.2   Examplesof Confidential Information**

·       Theidentity of customers and potential customers and their personal, business andfinancial information;

·       Non-publicbusiness and financial information of the Company;

·       Personalinformation regarding any employee of the Company;

·       Personalor non-public business information regarding any supplier, vendor or agent ofthe Company;

·       Informationrelated to, including the identity of, potential candidates for mergers andacquisitions;

·       Informationregarding the Company’s business strategies, plans or proposals;

·       Informationrelated to computer software programs, whether proprietary or standard;

·       Informationrelated to documentation systems, information databases, customized hardware orother information systems and technological developments;

·       Manuals,processes, policies, procedures, compositions, opinion letters, ideas,innovations, inventions, formulas and other proprietary information belongingto the Company or related to the Company’s activities;

·       Securityinformation, including without limitation, policies and procedures, passwords,personal identification numbers (PINs) and electronic access keys;

·       Communicationsby, to and from regulatory agencies;

·       Certaincommunications with or from attorneys for the Company; and

·       Anyother information which may be deemed confidential, or which may be protectedaccording to the Company’s Customer Privacy Policy.

**2.3   Examplesof Material Inside Information**

Generally, materialinside information is defined as any information that is confidential innature, and that a reasonable investor would likely consider important indeciding whether to buy, sell, or hold the Company’s stock. The following typesof information, if not generally known or publicly announced, should be consideredmaterial inside information and treated according to the provisions of thisCode:

·       Proposalsor plans for mergers and acquisitions;

·       Earningsestimates or results, whether for the month, quarter or year;

·       Determinationsas to cash or stock dividends to be paid by the Company;

·       Newproduct innovation, development or implementation;

·       Majorlitigation, adverse regulatory proceeding or material threat of either event;

·       Significantoperational issues, including changes in reserves for losses and lossadjustment expenses;

·       Significantexpansion of operations, whether geographic or otherwise, or the curtailment ofcurrent or future planned operations; and

·       Anyother information that, if known, would likely influence the decisions ofinvestors.

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**Section 3—ConflictsofInterest**

**3.1   General**

Our ability to act fairlyand with integrity is critical in maintaining the trust we have establishedwith our customers, our shareholders, our suppliers and vendors, our regulatorsand the communities we serve. Everyone must avoid any action or situation thatconflicts with the interests of the Company or its customers, or which givesthe appearance of a conflict. The appearance of a conflict can at times be asdamaging as an actual conflict, and can diminish the valuable relationships wehave developed with others. We should consistently conduct ourselves in thebest interests of the Company, its customers, shareholders and employees, andshould avoid situations which have the potential to impair or affect independenceand objective judgment. Any potential conflict of interest must be approved inadvance by the Company’s President and Chief Executive Officer. If it involvesa director or executive officer, the matter must be approved in advance by theAudit Committee of the board of directors.

**3.2   Personalor Related Business Opportunities**

Directors andemployees must avoid conflicts involving business opportunities that may ariseas a result of their service or employment with the Company. These conflictsnot only damage the Company’s reputation but also may constitute criminalviolations of federal law. The following are brief guidelines regardingimproper business opportunities or relationships that must be reported. Theseguidelines are not intended to be the only business situations that may involvea conflict of interest.

·       Acceptinga business opportunity from someone doing business with or wanting to dobusiness with the Company that (1) is not available to other individualson similar terms; or (2) is made available to you because of your positionwith the Company.

·       Personallyaccepting a business opportunity that belongs to the Company.

·       Engagingin a business opportunity that competes with the Company, whether directly orindirectly.

·       Engagingin a business opportunity with the Company through an entity in which theemployee or director has an undisclosed interest.

Employees must disclose tothe President and Chief Executive Officer and directors must disclose to theEthics Committee if a relative or business associate of the employee or thedirector provides or is seeking to provide goods or services to the Company.

**3.3   EmploymentOutside of the Company**

Outside employment maycompromise an employee’s judgment or impede the employee’s ability to act inthe Company’s best interests. Accordingly, full-time employees may not workfull-time for another employer. A part-time employee may work for anotheremployer, and a full-time employee may work part-time for another employer withthe written approval the Company’s President and Chief Executive Officer (orwith the approval of the Company’s Ethics Committee with respect to outsideemployment by the Company’s Chairman of the Board or President and ChiefExecutive Officer), provided that such employment does not place the employeein a position of competition with the Company, whether direct or indirect.

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**3.4   PreferentialTreatment in Providing Services**

Every customer andemployee is entitled to respect, courtesy and equality. Employees must providethe highest level of professionalism and service on a consistent and equalbasis. The following are guidelines on how to avoid preferential treatment ofcertain individuals or businesses.

·       Employeesmust avoid favoring the interests of certain customers, suppliers or otheremployees. All standard practices, policies and procedures apply to allsimilarly situated individuals and the general public.

·       Employeesmust avoid the appearance of, or actual preferential treatment for themselves,relatives, friends or business associates. Employees may not be involved inCompany matters regarding their own business or the business of theirrelatives, friends or business associates. In these situations, employeesshould have an unrelated employee handle the matter.

**3.5   GiftsTo and From Directors and Employees**

Directors and employees are discouraged from acceptinggifts of any kind in their capacity as a representative or an employee of theCompany. Soliciting or accepting anything of value in connection with abusiness transaction may be a violation of law, with penalties including bothmonetary fines and imprisonment. A director or employee, however, is permittedto accept gifts of nominal value, except if the gift would affect, or may beperceived to affect, the judgment or objectivity of that individual or where thereis an intention to influence or reward any business decision or transaction,whether before or after the decision or transaction is discussed or consummated.**Gifts exceeding $100.00 in value must be reportedto the President and Chief Executive Officer****within ten (10) daysof receipt.**

We recognize thefollowing exceptions to the prohibition on accepting of gifts, which are listedbelow and which would not violate this Code:

·       **Meals and entertainment.**  Employees may periodically give or receivemeals, refreshments, or other forms of entertainment, including tickets tosporting events, etc., if:

·        Theitems are of reasonable value; and

·        Thepurpose of the meeting or attendance at the event is business related.

·       **Advertising and Promotional Materials.**  Employees may occasionally accept or giveadvertising or promotional materials of nominal value, such as pens, pencils,notepads, calendars, etc. Gifts of promotional and advertising materials shouldnot exceed $100.00 in value.

·       **Cash and Personal Gifts.**  Gifts to employees from customers generallyare intended as sincere expressions of friendship and appreciation based on thepersonal relationships that often develop in the normal conduct of business. *Gifts of cash, in any amount,* and any other gifts valued inexcess of $100.00, whether in the form of food, merchandise, unusual discounts,entertainment or the use of customer or supplier facilities, *should be courteously declined* as contrary to Companypolicy. Properly handled, this can be done without offense. *Gifts of cash include cash equivalents such as gift certificates,checks, money orders, securities or other items that may readily be convertedto cash.* Acceptance of gifts, gratuities, amenities or favors basedon obvious family or personal relationships (such as those between the parents,children or spouse of a corporation official) where the circumstances make itclear that those relationships, rather than the business of the corporation,are the motivating factor are acceptable.

·       **Gifts Rewarding Service or Accomplishment.**  Employees may accept gifts from a civic,charitable or religious organization specifically related to the employee’sservice or accomplishment.

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·       **Discounts orRebates.**  Employees may takeadvantage of discounts on the Company’s products or services if they areoffered to all employees generally. Employees may also periodically acceptdiscounts or rebates on merchandise or services from a customer or supplier,provided that such discounts or rebates are offered with the same terms andconditions to all other employees, and the value of such discounts or rebatesdoes not exceed $100.00. This limitation does not apply to discounts or rebateswidely available to the general public.

**3.6   Gifts to Government Officials.**

Various laws and regulationsimpose certain restrictions on giving anything of value (including officespace, meals, transportation, etc.) to elected and appointed officials,including employees of the Company’s regulatory agencies. Registered lobbyistsare subject to additional restrictions. Employees should consult with thePresident and Chief Executive Officer before entertaining or providing goods orservices to these individuals.

**3.7   Membershipson Corporate Boards or Advisory Committees**

If you are an employee (other than the President andChief Executive Officer or Chairman of the Board) and are considering acceptingan invitation to serve as a board member of an outside company, advisory board,committee or agency, you must first obtain appropriate approval from theCompany’s President and Chief Executive Officer. The President and ChiefExecutive Officer and the Chairman of the Board must first obtain appropriateapproval from the Company’s Ethics Committee.

The Company’s consent is not required for membershipon the boards of charitable or community organizations, as long as suchactivity does not conflict or interfere with your duties as a Company employeeand does not reflect negatively on the Company.

In general, it ispermissible for employees to serve as a director (or in a substantially similarcapacity) of another company only under the following circumstances:

·       Theother company must not be a competitor of the Company or be engaged in abusiness that enhances the marketability of or otherwise supports the productsor services of a competitor of the Company.

·       Ifthe company is one in which the Company has invested, the prior consent of thePresident and Chief Executive Officer of the Company must be obtained.

·       Youmust not make, participate in or influence decisions on behalf of the Companythat relate to the Company’s relationship with the other company.

·       The company’s business mustnot be illegal, immoral or otherwise reflect negatively on the Company.

**3.8   OtherPotential Conflicts of Interest**

No statement of policy canaddress all situations that may present a conflict of interest for employees.The Company must rely on the character, integrity and judgment of its employeesto avoid those situations that may create a conflict of interest, or theappearance of a conflict. In situations not specifically addressed in thisCode, or in instances in which employees need additional guidance orexplanation regarding a particular situation, employees (other than thePresident and Chief Executive Officer or Chairman of the Board) are encouragedto consult their immediate supervisor, or to contact the Company’s Presidentand Chief Executive Officer. The President and Chief Executive Officer andChairman of the Board are encouraged to consult the Ethics Committee.

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**Section 4—Useof Company Property and Company Time**

**4.1   General**

In order tomaintain our efficient operation, all Company property should be closelyprotected and used primarily for business-related purposes. This limitationincludes, but is not limited to, the following:

·       Employees’use of Company technology, including voicemail, electronic mail, facsimiles,internet and other electronic communication should be primarily forbusiness-related purposes, and should be used in a manner that does notadversely affect the Company’s reputation or that of its employees;

·       Employeesshould exercise caution in safeguarding all electronic programs and technology,data and communications, including any and all information accessedinadvertently or in error;

·       Employeesshould exercise a reasonable amount of caution in ensuring the physicalsecurity of Company property, including laptop computers, mobile telephones,pagers and other mobile equipment belonging to the Company, especially whensuch property is used off Company premises;

·       Employeesshould not use, modify or provide access to Company property, includingfacilities, records technology, data and documentation, except as authorized inthe course of employment; and

·       Employees are prohibitedfrom creating or using unlicensed copies of computer software programs, whetherproprietary or standard.

**4.2   Use of Intellectual Property**

Any and allinnovations created by a Company employee in his/her capacity as an employeebecome the exclusive property of the Company, and cannot be used for any otherpurpose without the express prior written consent of the Company. Theseinnovations are generally considered “intellectual property”, which belongexclusively to the Company, and include, but are not limited to, the followingexamples:

·       Innovationsin products and services, whether actually developed and implemented during theemployee’s tenure with the Company;

·       Allforms of expression prepared by employees of the Company in the course ofemployment, including those committed to paper, e-mail, facsimiletransmissions, computer memory, audio, video or other tangible medium;

·       Anywork product of an employee created or developed in the course of employmentwhich qualifies as an invention for patent protection;

·       Allconfidential information such as computer software programs, manuals,handbooks, documentation, customer lists or databases, client profiles ormarketing strategies and plans; and

·       All Company names,trademarks, servicemarks, product names, program names and other forms ofidentification.

**4.3   Removal of Company Property**

The improper removal of Company property from thepremises is prohibited. This includes unauthorized disclosure or transmittal ofCompany information or Company records or materials to outside parties.

Upon termination ofemployment with the Company, employees are required to return all Companyproperty to the Company. This includes intellectual property, described inSection 4.2 above, all hard copy 

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and computerstored information, data and documentation, whether originals or copies,customer lists and databases, computer hardware and software, statistical orother scientific analysis, product pricing information, including formulas andmodels, financial data and analysis, cellular telephones and pagers, corporatecredit cards and telephone access cards, facilities access cards and keys, andany other Company information or property obtained or acquired during anemployee’s tenure with the Company. To the extent permitted by applicable law,the Company reserves the right to withhold compensation or other payments fromemployees until all property has been returned.

**4.4   Use of Company Time**

During working hours andduring any period of time that an employee is utilizing Company facilities orequipment, employees should devote substantially all of the employee’s time tohis/her employment duties.

**4.5   Rebates or Refunds to Company**

Payments to or byemployees in the nature of a bribe or kickback are strictly prohibited. Anyrebate, refund or any form of compensation not specifically provided by orauthorized by the Company, received either directly or through a third party andpaid either to or by employees is prohibited. Company policy permits employeesto retain miles or points earned from airlines, hotels, car rental agencies,etc., for personal use, and therefore miles or points are excluded from therequirements of this provision.

**4.6   Accounting Practices**

All employees areexpected to observe and comply with generally accepted accounting principles,the system of internal controls and disclosure controls and proceduresestablished by the Company and provisions of the federal securities lawsrequiring that corporate books and records accurately and fairly reflect inreasonable detail the financial condition and results of operations of theCompany. Company policies are intended to promote full, fair, accurate, timelyand understandable disclosure in reports and documents filed with, or submittedto the SEC and in the Company’s public statements. In furtherance of theserequirements, employees must practice the following:

·       Nofalse, misleading or artificial entries shall be made on corporate books,records and reports for any reason;

·       Noundisclosed or unrecorded corporate funds or assets shall be established forany purpose; and

·       Nopayments from corporate funds or other assets shall be approved or be made withthe intention or understanding that any part of such payment will be used forany purpose other than that described by the documents supporting the payment.All payments must be supported with appropriately approved purchase orders,invoices or receipts, expense reports or other customary documents, all inaccordance with established policy.

In accordance with therules promulgated by the SEC under the Sarbanes-Oxley Act of 2002, it isunlawful for any officer or director of the Company or any other person actingunder the direction of such person, to take any action to fraudulentlyinfluence, coerce, manipulate, or mislead any independent public or certifiedaccountant engaged in the performance of any audit of the Company’s financialstatements for the purpose of rendering such financial statements materiallymisleading.

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**Section 5—Political, Governmentaland Non-ProfitContributions and Activities**

**5.1   General**

Employees may participate in our government andpolitical processes. However, participation must be in the employee’sindividual capacity and not as a representative of the Company. Only lobbyists,employees and agents of the Company who have been formally engaged to act onbehalf of the Company may participate in political activities in that capacity.

No employee may make acontribution on behalf of the Company, or offer the use of Company facilities,equipment or personnel in connection with any political party, candidate orelection, whether partisan or non-partisan.

**5.2   Participationin Non-Profit Organizations**

Employees are encouraged to actively participate innon-profit organizations that support the communities and customers served bythe Company. The Company provides many opportunities for its employees toparticipate in non-profit services and events, and also encourages employees toparticipate in activities beyond those sponsored or promoted by the Company.

In instances in which anindividual participates in non-profit activities or services in their capacityas an employee of the Company, employees must do so with the same level ofethics, professionalism and integrity exercised in the workplace. This includesa duty to avoid situations that may present a conflict of interest or theappearance of a conflict. Employees must not represent that they are makingdecisions on behalf of the Company. Any pledge or gesture of the Company’ssupport or participation in a non-profit organization must receive advanceapproval from the Company’s President and Chief Executive Officer.

**Section 6—Personal Conduct**

**6.1   General**

Employees are the Company’s most valuable asset, andthe proper conduct of employees is essential to the success of the Company. Itis imperative that all employees conduct their daily activities, transactionsand interactions with customers, fellow employees, our regulators and otherswith the highest standard of integrity and professionalism. Employees shouldact in a courteous and considerate manner at all times, and should berespectful of the rights of others. Employees are expected to refrain from anydishonest or inappropriate act in connection with their employment. TheCompany, at its discretion, is the sole determiner of what types of conduct areimproper, and what, if any, action will be taken in instances in whichemployees exhibit improper or inappropriate behavior. Inappropriate behaviorincludes any activity through which an employee reduces or destroys his or hereffectiveness, the effectiveness of a fellow employee, or the ability of theCompany to serve its customers.

Employees are required tomaintain eligibility for coverage under the Company’s fidelity bond underfederal law and as a condition of employment. Employees are also expected toexhibit appropriate behavior outside of the workplace in accordance with theEmployee Handbook, as improper behavior beyond the confines of one’s employmentmay also reflect negatively on the Company.

**6.2   Corporate Policies**

All directors and employees are required to complywith the requirements of all policies of the Company. Directors and employeesmust also comply with the procedures implementing and effectuating theprovisions of these policies.

This section applies toall Company policies, including, but not limited to, human resource policies,legal and compliance policies, privacy and security policies, corporategovernance guidelines, as well as this 

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Code.Failure to comply with Company policies and procedures (including this Code)may result in disciplinary action including, in severe situations, immediatetermination of employment.

**Section 7—administrationand Waivers**

**7.1   Administration**

This Code will beadministered, interpreted and monitored by the Company’s Ethics Committee,composed of the Company’s President and Chief Executive Officer, its PersonnelOfficer and one Company director elected by the Board of Directors at itsannual meeting. General questions and requests for additional information onthis Code should be directed to the President and Chief Executive Officer.

**7.2   Waivers and Amendments**

Any requests for waivers of the Code for employees whoare not executive officers must be directed through your supervisor to thePresident and Chief Executive Officer. Requests for waivers for directors andexecutive officers must be directed to the Board of Directors. Only the Boardof Directors may waive the applicability of the Code for a director orexecutive officer. Any waiver granted to directors or executive officers,including the principal executive officer and the principal accounting officer,and the reasons for granting the waiver, and any change in the Code applicableto directors and executive officers, including the principal executive officerand the principal accounting officer, must be promptly disclosed to the publicas required by law or by the listing rules of the Nasdaq.

Any amendments to the Codemust be approved by the board of directors of the Company.

**7.3   Miscellaneous**

It is the Company’s intention that this Code ofConduct and Ethics be the written code of ethics under Section 406 of theSarbanes-Oxley Act of 2002, complying with the standards set forth in SECRegulation S-K Item 406.

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