**Exhibit
      14**




7.2 CODE
      OF ETHICS FOR BUSINESS CONDUCT






*INTRODUCTION*




Frontier
      Financial Corporation, and all of its subsidiaries and affiliates, including
      but
      not limited to, Frontier Bank, hereinafter referred to as “Frontier” has many
      important assets, but the most valuable is our established and unquestioned
      reputation for integrity. As professionals, we are judged by our conduct, and
      we
      must act in a manner that merits public trust and confidence. Frontier’s
      philosophy is to give our customers that “extra something” - be it courtesy,
      fairness, flexibility, efficiency or professionalism. This special service
      is
      reflected in the attitude of all who work for the organization. Because of
      the
      nature of the banking business, many people hold us to a higher standard than
      the general business world. Frontier has adopted this Code of Ethics for
      Business Conduct to help ensure that it retains its integrity and merits public
      trust and confidence.





***Who
      Is Responsible?*** All
      officers, directors and employees of Frontier, its subsidiaries and its
      affiliates are responsible for becoming familiar with, following and promoting
      compliance with this Code. You shall comply with the spirit of these guidelines
      and not attempt to achieve either directly or indirectly, through the use of
      agents or other intermediaries, what is forbidden. Frontier’s Corporate
      Governance Committee of its Board of Directors periodically reviews this Code.
      This Committee is also charged with administering the Code, enforcing its
      provisions and ensuring periodic training and acknowledgement of this policy.
      Also, the Committee will review any new business activities that may require
      updating of this policy and any other policies as applicable. Frontier Bank’s
      internal auditors are also involved with the Code of Ethics by monitoring,
      identifying, protecting, correcting, and ensuring compliance with any and all
      laws, regulations and internal policies regarding any possible self-serving
      practices and conflicts of interest that may arise.




***Guidance
      for Using This Code.*** The
      Code
      is a general outline of the standard by which all directors, officers and
      employees of Frontier should conduct themselves. The Code is not intended to
      cover every applicable law or provide answers to all questions that might arise.
      It is a part of the policies and procedures governing all of us at Frontier.
      You
      should read this Code carefully, and if you have any questions, they should
      be
      directed to the Executive Vice President of Human Resources. The Code is not
      intended to and does not in any way constitute an employment contract or
      assurance of continued employment, and does not create any rights for any
      director, officer, employee, client, supplier, competitor, shareowner or any
      other person or entity.





In
      most
      situations, our personal values and integrity will guide us to the right
      decision. However, we must always keep in mind how our actions affect the
      credibility of our organization as a whole. For this reason, our business ethics
      must reflect the values and standards of conduct outlined in this Code. We
      encourage each employee to ask questions, seek guidance and express any concerns
      they may have. When in doubt, employees should ask themselves the following
      questions:





·
            Is
                my action legal? If legal, is it also
                ethical?





·
            Are
                my actions honest in every respect?





·
            Would
                I be proud to read about my action in the
                newspaper?





·
            Can
                I defend my action with a clear
                conscience?





·
            Would
                it be helpful to ask for guidance before taking any
                action?




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              7.2
                  Code of Ethics for Business
                  Conduct




7.2
          CODE
          OF ETHICS FOR BUSINESS CONDUCT (CONT.)


·
            Is
                it the right thing to do?





·
            How
                would my friends, family, customers, other employees, community,
                regulators and shareholders react to my
                actions?





If
      your
      answers to these questions are troubling in any respect, it may be that whatever
      you are considering is the wrong course of action. Call the Executive Vice
      President of Human Resources with any questions.





This
      Code
      replaces any editions previously provided to you and your adherence to this
      Code
      is required to the same extent as you previously had agreed.





***Message
      to Managers*** **.** While
      ethical conduct is expected at all levels of Frontier, individuals in executive
      and management roles should exemplify the highest standards of such conduct.
      As
      role models for the entire organization, you are expected to provide leadership
      to others to appropriately apply our ethical standards to everyday behavior,
      communications and conduct.




*STANDARDS
      OF CONDUCT*




Employees
      are expected to uphold the image of Frontier at all times. Professional conduct
      is imperative to our success. The following behaviors are examples of what
      is
      not in accordance with our ethics policy: use of abusive or threatening
      language, harassment of any kind, consumption of drugs/alcohol during business
      hours or performing duties under the influence of drugs/alcohol, and threatening
      or violent behavior. Unprofessional behaviors such as these will be addressed
      and action taken, which may include termination of employment.




*CONFLICTS
      OF INTEREST*




You
      have
      a duty of loyalty to Frontier and must therefore avoid any actual or apparent
      conflict of interest with Frontier or its customers. A conflict situation can
      arise if you take action or have an interest that may make it difficult to
      perform your work objectively and effectively. Conflicts of interest may also
      arise if you or a family member receives improper personal benefits as a result
      of your position with Frontier.





***Corporate
      Opportunities.*** You may
      not (a) take for yourself personally opportunities that are discovered through
      the use of Frontier’s property, information or your position; (b) use Frontier’s
      property, information or position for personal gain; or (c) compete with
      Frontier. You owe a duty to Frontier to advance the company’s legitimate
      interests when the opportunity to do so arises. Without prior approval, you
      are
      not permitted to participate with customers or suppliers in business ventures,
      serve or act as a director, agent, broker or representative of any for-profit
      company or organization. Call the Executive Vice President of Human Resources
      to
      inquire about obtaining this approval.





***Gifts
      or Requests.*** Federal
      law makes it a criminal offense for you (1) to solicit for yourself or for
      a
      third party (other than Frontier) anything of value from anyone in return for
      any business, service or confidential information about Frontier or (2) to
      accept anything of value (other than authorized compensation) from anyone in
      connection with the business of Frontier, either before or after a transaction
      is discussed or consummated. Any gift or gratuity from present or former
      customers, suppliers or shareowners should be declined to avoid any appearance
      of impropriety or undue influence, with the following exceptions:





·
            Ordinary
                business meals or entertainment (sporting events, shows,
                etc.);





·
            Modest
                holiday gifts;





·
            Gifts
                based upon a family relationship or close personal relationship pre-dating
                your involvement with Frontier;




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                7.2
                    Code of Ethics for Business
                    Conduct


7.2 CODE OF ETHICS FOR BUSINESS CONDUCT (CONT.)


·
            Acceptance
                of loans from other banks or financial institutions on terms generally
                available to the public at large;
                or





·
            Acceptance
                of discounts or rebates on merchandise or services on terms generally
                available to the public at large or on terms generally available
                to
                Frontier employees.





These
      permissible gifts or gratuities should only be accepted when it is clear the
      donor is not trying to exert any influence over you or receive special treatment
      from you or Frontier in connection with a transaction involving Frontier. It
      is
      also important that the gift or gratuity is unsolicited. Frontier recognizes
      that the refusal of such gifts or gratuities may potentially damage
      relationships. In these situations employees should consult with the Executive
      Vice President of Human Resources regarding the appropriateness of exceptions.
      Exceptions are occasionally made allowing or encouraging employees to attend
      events or speaking engagements that exceed the policy if significant customers,
      investors, investment bankers, charities or vendors sponsor an event or if
      attendance at an event is important to maintaining Frontier’s relationship with
      that individual or group. Expenses may also be reimbursed for these activities.
      Generally, however, gifts or gratuities are to be limited to a nominal value.
      Cash or checks cannot be accepted regardless of the amount.





If
      you
      become aware that you are a beneficiary of a gift or bequest under a will or
      trust agreement of a customer or former customer, supplier or shareowner (other
      than someone related by blood or marriage), you should promptly report it to
      the
      Manager of Frontier Bank’s Trust Department and take all reasonable steps to
      have the will or trust instrument amended to remove yourself as a beneficiary.
      Likewise, you may not accept a bequest or devise from a customer or former
      customer, supplier or shareholder without prior written approval of the Manager
      of Frontier Bank’s Trust Department.





***Transactions*** .
      While
      performing your duties for Frontier, you are not to handle transactions or
      any
      part thereof, where your personal interest might take, or appear to take,
      precedence over the best interests of Frontier. Employees will not process
      any
      transaction for themselves, for members of their family, or handle any part
      of
      an account where they might have a personal interest or serve as a signer.
      Loan
      Officers will not approve and/or process loan transactions for any family
      member, or derive any personal benefit from loan proceeds. Any leases between
      a
      director, officer or employee and Frontier must be approved by the Board of
      Directors.





All
      employee accounts are subject to random review and audit. Check kiting is an
      illegal practice and will not be tolerated by any Frontier employee. Kiting
      is a
      practice in which checks are drawn against uncollected or nonexistent funds
      and
      are covered by depositing a check from a like account drawn on a second bank.
      This occurs before the original check is presented for payment at Frontier.





Kiting,
      and any other illegal or fraudulent acts, as well as inappropriate handling
      of
      the types of transactions listed above, are grounds for immediate termination
      of
      employment.





***Investments.*** You
      should avoid any substantial investment in the business of a customer, supplier
      or competitor unless the security is publicly traded on a national exchange
      and
      there is no possibility for a conflict of interest. You should also avoid any
      investment in an initial public offering of any company if one of the
      underwriters or other investment banks involved in the offering is providing,
      has provided, or may likely provide in the future, products or services to,
      or
      for, Frontier. You should make personal investments with prudence and avoid
      situations which might influence one’s business judgment or advice. In no event
      should you use confidential or proprietary information or work product developed
      or acquired during the course of your employment as a means for making any
      personal gain.


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                7.2
                    Code of Ethics for Business
                    Conduct
  7.2
            CODE
            OF ETHICS FOR BUSINESS CONDUCT (CONT.)


***Employment.*** Regulations prohibit any individual from becoming or continuing to serve as
      a
      director, officer, or employee of Frontier if they have been removed from office
      or prohibited from participating in any manner in the conduct of the affairs
      of
      a financial institution. Further, no individual may serve in any capacity at
      Frontier if they have been charged in any information, indictment or complaint
      for a crime involving dishonesty, breach of trust, or money laundering which
      is
      punishable by imprisonment for a term exceeding one year under state or federal
      law; or has agreed to enter into a pretrial diversion or similar program in
      connection with a prosecution for such offense.





For
      our
      full-time employees, outside employment is strongly discouraged. For all
      Frontier employees, it is a conflict of interest if you have outside employment
      that interferes with your Frontier responsibilities or affects your ability
      to
      perform your duties properly. Directors, officers and employees are prohibited
      from serving or working for two different banks at the same time. Any employment
      activity, which is in competition with Frontier, must be avoided. Frontier
      reserves the right to prohibit full or part-time employees from engaging in
      outside employment where it might subject Frontier to criticism or might
      interfere with your employment at Frontier. You must receive prior approval
      from
      your Manager and the Executive Vice President of Human Resources of any outside
      employment in which you are presently engaged or desire to accept while employed
      by Frontier on a full or part-time basis. After notification, the Executive
      Vice
      President of Human Resources will advise you if there is a potential
      problem.





Any
      bank
      officer or director that serves concurrently as an officer or director of a
      public utility shall not participate in any deliberations or decision involving
      the selection of any bank or securities underwriting/marketing firm if Frontier
      is one of the institutions under consideration.





No
      director, officer or employee will be granted an employment contract,
      compensation or benefit agreement, fee arrangement or perquisite, stock option
      plan, post employment benefit or other compensatory agreement that would provide
      him or her with excessive compensation fees or benefits. Frontier may prohibit
      or limit by regulation or order, any golden parachute payment or indemnification
      payment.





***Recommendation
      of Professionals or Products.*** When a
      recommendation is requested from you by customers or business partners of
      Frontier for their own use or by other employees, officers or directors of
      Frontier for use by Frontier regarding professional services such as
      accountants, attorneys, investment bankers, realtors, or insurance agents or
      regarding products to be leased or purchased, you should not recommend any
      specific professional, supplier or product unless in every case:





·
            You
                provide several professionals or products without indicating any
                favoritism;





·
            You
                are familiar with the work and competence of all of the professionals
                you
                name and are satisfied that they are competent and
                ethical;





·
            You
                are familiar and satisfied with the quality of all the products and
                services you name; and





·
            You
                believe your recommendation will reflect positively upon
                Frontier.





You
      should avoid recommending a professional, supplier or product if you or a family
      member receives improper personal benefits as a result of your recommendation.
      You should disclose any such relationships to the party requesting the
      recommendation and report any possible personal benefits that you or a family
      member may receive as a result of your recommendation to the Executive Vice
      President of Human Resources.





***Civic
      and Charitable Activities.*** Before you become a director or trustee
      of an outside not-for-profit organization, you must first notify your supervisor
      for approval if any of the volunteer work were to occur during normal working
      hours. Volunteer work and participation in worthwhile and responsible civic
      and
      not-for-profit organizations are encouraged, provided it does not unduly
      interfere with your employment, pose a conflict of interest with your duties
      and
      responsibilities to Frontier or its customers, or impair your ability to perform
      your own work at Frontier.


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                7.2
                    Code of Ethics for Business
                    Conduct


7.2
          CODE
          OF ETHICS FOR BUSINESS CONDUCT (CONT.)


***Politics.*** Frontier
      Financial Corporation or its subsidiaries is prohibited from engaging in
      politics; however, understands that you may participate in political activities
      through contributions of time or money in your individual capacity unless you
      are restricted by applicable securities or other laws, rules or regulations
      or
      the requirements of any other regulatory authority. Prior approval, however,
      must be obtained before you accept appointment or nomination to any public
      office or before you become a candidate for the same. Call the Executive Vice
      President of Human Resources to inquire about obtaining this
      approval.





***Other
      Activities.*** Without
      prior approval, you may not act as:





·
            Agent,
                deputy or in any signing capacity on any account of another (except
                for
                members of your family or a civic or charitable association of which
                you
                are a member); or





·
            A
                fiduciary under a will or trust agreement of another not related
                by blood
                or marriage.





Call
      the
      Executive Vice President of Human Resources to inquire about obtaining this
      approval.




*BUSINESS
      CONDUCT*




You
      should endeavor to deal honestly, ethically, fairly and in good faith with
      Frontier’s customers, shareowners, employees, suppliers, regulators, business
      partners, competitors and others. You may not take unfair advantage of anyone
      through manipulation, concealment, abuse of privileged or confidential
      information, misrepresentation, fraudulent behavior or any other unfair dealing
      practice.





***Compliance
      With Laws, Rules, Regulations.*** You must
      conduct yourself at Frontier, and at all of its functions or when acting on
      its
      behalf, in a manner which is in full compliance with all applicable laws, rules
      and regulations, as well as with all of Frontier’s other policies and
      procedures. Activity or behavior, which would be criminally or civilly
      actionable, is deemed not to be in compliance. The Executive Vice President
      of
      Human Resources should be consulted when appropriate. In no case shall an
      employee, officer or director use illegal (theft, bribery, misrepresentation,
      or
      espionage) or unethical means or methods when acting on behalf of
      Frontier.





***Company
      Reporting.*** It is of
      critical importance that Frontier’s filings with the Securities and Exchange
      Commission, banking regulators and other regulatory agencies and authorities
      as
      well as its other public communications be full, fair, accurate, timely and
      clear. Frontier has created a Corporate Governance Committee and adopted
      Corporate Governance Committee Guidelines to govern these filings and
      disclosures. Depending on your position with Frontier, you may be called upon
      to
      provide necessary information to assure that Frontier’s filings and public
      reports meet these standards. Frontier expects employees, officers and directors
      to take this responsibility very seriously and to provide prompt, accurate
      answers to inquiries from the Corporate Governance Committee related to
      Frontier’s filing and public disclosure requirements.





***Auditors,
      Examiners and Legal Counsel*** .
      You may
      be called upon to respond to our auditors (either in-house or from outside
      the
      bank), examiners and/or regulators who come into Frontier, or legal counsel,
      who
      you may work with or respond to on a variety of different issues. It is vital
      that you respond to these people in an open, candid and honest manner. Also,
      any
      information and/or documentation requested by these individuals should be
      responded to in a quick, complete, honest


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                7.2
                    Code of Ethics for Business
                    Conduct


7.2
          CODE
          OF ETHICS FOR BUSINESS CONDUCT (CONT.)


and
      straightforward manner. This applies to everyone associated with Frontier,
      including directors, officers, employees and contractors. If you have any
      questions or concerns, contact the Executive Vice President of Human Resources
      for assistance.





***Books
      and Records.*** Frontier’s books, records and accounts shall accurately and fairly reflect the
      transactions of Frontier in reasonable detail and in accordance with Frontier’s
      accounting practices and policies.





For
      example:





a. No
      false
      or deliberately inaccurate entries (such as overbilling) shall be made for
      any
      reason. Discounts, rebates, credits and allowances do not constitute overbilling
      when lawfully granted; the reasons for the grant should be documented in writing
      in Frontier’s records, including the party requesting the
      treatment.





b. No
      payment shall be made with the intention or understanding that all or any part
      of it is to be used for any purpose other than that described by the documents
      supporting the payment.





c. No
      undisclosed or unrecorded funds or assets shall be established for any purpose
      unless permitted by applicable laws, rules and regulations and applicable
      accounting guidelines.





d. No
      false
      or misleading statements, written or oral, shall be made to any internal or
      external accountant, auditor, attorney or other representative with respect
      to
      preparation of Frontier’s financial statement or documents to be filed with the
      Securities and Exchange Commission, banking regulators or other governmental
      authorities or regulatory bodies.





***Questionable
      or Improper Payments.*** The
      use
      of any funds or assets of Frontier or subsidiaries for any unlawful or improper
      gifts, payments to customers, government employees or other third parties is
      strictly prohibited.





***Foreign
      Corrupt Practices Act (“FCPA”).*** The
      FCPA ****** broadly
      prohibits U.S. firms and persons from offering money or “anything of value” to
      any foreign government official for the purpose of influencing such official.
      The consequences of violating the FCPA are extremely severe, including possible
      civil and criminal penalties for both Frontier and individuals. In the United
      States, nothing of value (for example, gifts or entertainment) may be provided
      to government personnel unless clearly permitted by law and any applicable
      regulation.





Therefore,
      no payment from Frontier’s funds or assets shall be made to or for the benefit
      of a representative of any domestic or foreign government (or subdivision
      thereof), labor union, or any current or prospective customer or supplier for
      the purpose of improperly obtaining a desired government action, or any sale,
      purchase, contract or other commercial benefit. This prohibition applies to
      direct or indirect payments made through third parties and employees as well
      as
      is intended to prevent bribes, kickbacks or any other form of
      payoff.





Under
      the
      FCPA, so-called “facilitating payments” made in foreign countries to low-level
      government employees may be permissible in certain circumstances. All such
      payments must be pre-authorized by the Chief Executive Officer or President
      of
      Frontier Bank.





***Competition.*** Any
      business activities which involve any of our competitors should be conducted
      cautiously. Agreements between competitors relating to prices or allocations
      of
      territories or customers are unlawful. When banking relationships involve loan
      participants and the like, discussions should be limited to the specific
      transaction involved. Competitive marketing and bidding activities should be
      fair and ethical.





***Protection
      and Proper Use of Company Assets.*** Company assets, such as
      information, materials, supplies, time, intellectual property, software,
      hardware, and facilities, among other property, are valuable resources owned,
      licensed, or otherwise belonging to Frontier. You are expected to treat the
      property of Frontier with care and should not remove it from Company premises
      without a supervisor’s approval. Unauthorized removal of assets or supplies will
      be considered theft and subject to termination of employment and possible
      prosecution. Frontier’s property should only be used for legitimate business
      purposes. Any work product of any employee is the property of Frontier if it
      is
      the result of work performed while at work or with company
      property.


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                7.2
                    Code of Ethics for Business
                    Conduct


7.2
          CODE
          OF ETHICS FOR BUSINESS CONDUCT (CONT.)


All
      written communication, including via e-mail, should reflect the professional
      and
      ethical standards of Frontier at all times. Utilization of company stationary
      by
      any employee must be for official business. Stationary and postage are not
      to be
      used for personal matters. No employee should present himself or herself as
      a
      representative of Frontier for any purpose other than company business.
      Occasional reasonable personal use of the bank’s e-mail and/or internet access
      by authorized users is permissible.





All
      assets of Frontier are to be protected from loss. Any assets not receiving
      full
      book value must be approved by your supervisor before a writedown of the asset
      is performed. Any significant compromise of debt or forgiveness of interest
      must
      by approved be the CEO or the appointed designate.





Employees
      and their immediate families, whether acting individually or in a fiduciary
      capacity, are not permitted to sell assets to, or purchase assets from the
      company without prior consent by the appropriate officer. Exceptions to this
      rule are assets being offered at a public sale or public auction, or the
      purchase or sale has been approved by a court of competent
      jurisdiction.




*BACKGROUND
      CHECKS*




Frontier
      Bank may apply various pre-employment background screening tools when
      considering individuals for employment. The screening tools used will be at
      the
      discretion of the bank and may require the authorization of those individuals
      seeking employment with the bank. Also, contractors may be subject to the
      background screening process and therefore, may need to submit requested
      authorizations to the bank in order to continue or be considered for employment
      at the bank.




*CONFIDENTIAL
      AND PROPRIETARY INFORMATION*




You
      have
      an obligation to maintain the confidentiality of information entrusted to you
      by
      Frontier, its business partners, suppliers, customers or others related to
      Frontier’s business and subsidiaries. Confidential or proprietary information
      may not be disclosed to others except when disclosure is authorized by Frontier
      or is legally required.




***What
      Constitutes Confidential Information?*** All
      oral
      and written communications relating to Frontier, or its customer, suppliers,
      shareowners and other employees of Frontier, which you acquire during the scope
      of your employment and which is not otherwise available to the general public
      constitutes confidential information. This includes not only information you
      acquire from third parties but also any work product you generate as an officer,
      director or employee of Frontier including, customer and prospect lists and
      computer programs. You should assume that any such work product or materials
      are
      confidential information subject to the policies and restrictions on use and
      disclosure outlined in this Code and in our Confidentiality
      Agreement.





***What
      Constitutes Proprietary Information?*** Certain
      types of information may not be confidential but may still be proprietary
      property of Frontier. You acknowledge that while employed by Frontier all work
      products that you produce are and shall remain the sole and exclusive property
      of Frontier. Even though information, such as customer and prospect names,
      presentation materials, marketing materials, product information, business
      methods or processes, may otherwise be available to the general public, it
      remains the property of Frontier and individual employees shall have no personal
      rights to such information or products either during or after employment with
      Frontier.


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                7.2
                    Code of Ethics for Business
                    Conduct


7.2 CODE OF ETHICS FOR BUSINESS CONDUCT (CONT.)


***Customer/Supplier
      Information.*** You also
      have an obligation to keep confidential any information acquired with respect
      to
      present, past or prospective customers, suppliers, shareholders and other
      employees of Frontier and subsidiaries. Any such information shall be used
      solely for banking or corporate purposes and shall under no circumstances be
      revealed to unauthorized persons, whether within or outside of Frontier. Aside
      from routine credit and personal inquires, information concerning a customer,
      employee, shareowner or a business transaction may be revealed only with the
      consent of the individual or entity involved, or pursuant to proper subpoena,
      court order or other legal process.





***Data
      Security.*** It is
      the policy of Frontier to protect its systems and data by controlling access
      to
      such systems and data through our Information and Technical Services Department.
      This department, which is segregated from users and programming areas,
      establishes documents and administers data security policies, procedures and
      controls, and access to Frontier systems and data must be authorized
      accordingly.





You
      acknowledge that Frontier’s data processing systems and data are private and
      confidential, and you may only access or update the systems and data according
      to the authority given to you. Any unauthorized access, update or use of
      Frontier’s systems or data is strictly prohibited. Furthermore, you acknowledge
      your responsibility to protect the integrity of all systems and data for which
      you are authorized to access or update, and you will only divulge information
      related to such systems or data to those having an authorized business
      requirement. You will not compromise access to such systems or data by
      communicating your user identification and/or password to anyone.





You
      will
      report all violations or suspected violations of this policy immediately by
      either calling Ethics Point at (800) 868-8393 or going to the website www.ethicspoint.com .





***Records
      Retention.*** You are
      expected to become familiar with Frontier’s policies regarding records retention
      and to strictly adhere to those procedures as outlined in the
      policies.




*VIOLATION
      OF THE CODE OF ETHICS FOR BUSINESS CONDUCT*




***Your
      Duty to Report.*** You have
      a duty to adhere to this Code of Ethics for Business Conduct and all other
      existing company policies and to report to Frontier any suspected violations
      by
      yourself or any other employee, officer or director of Frontier. You should
      report violations of this Code by either calling Ethics Point at (800) 868-8393
      or going to the website www.ethicspoint.com . **Your
      report will be dealt with anonymously and confidentially.**





***Response
      to Reports.*** Frontier
      will investigate any matter so reported and, upon a determination by the
      Corporate Governance Committee of its Board of Directors (or a panel designated
      by such committee) or upon a determination by the Audit Committee (for actions
      by senior financial officers) that a violation has occurred, will take
      appropriate disciplinary and corrective action, up to and including termination.
      Frontier forbids retaliation against employees, officers or directors who report
      violations of this Code of Ethics for Business Conduct in good faith (except
      for
      any disciplinary action as determined above for self-reported
      violations).





***Questions?*** When you
      have a question about this Code applying to a particular situation, employees
      are encouraged to contact Ethics Point for further discussion.




*WAIVERS*




Any
      waivers of this Code for executive officers (Chief Executive Officer, President,
      Chief Financial Officer, Secretary/Treasurer and others) or directors may be
      made only by the Board of Directors of Frontier Financial Corporation upon
      the
      recommendation of its Corporate Governance Committee, and must be promptly
      filed
      and/or disclosed to the public as required by all applicable securities or
      other
      laws, rules or regulations or the requirements applicable to Nasdaq National
      Market issuers or such other exchange or system upon which Frontier’s securities
      (stock symbol FTBK) are listed, quoted or traded. Any waivers of this Code
      for
      other personnel may be made by the Executive Vice President of Human
      Resources.


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                7.2
                    Code of Ethics for Business
                    Conduct