**EXHIBIT 14**

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> Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
> Avoidance of conflicts of interest, or the appearance of conflicts, including appropriate disclosure to supervisors of any material transaction or relationship
> that reasonably could be expected to give rise to a conflict;
> Full, fair, accurate, timely and understandable disclosure in documents the Corporation files with, or submits to, the SEC and in all public communications
> made by the Corporation;
> Compliance with applicable governmental laws, rules and regulations;
> Prompt internal reporting to designated persons of violations of the Code; and
>  Accountability for adherence to the Code.

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> The identity of customers and potential customers and their personal, business and
> financial information;
>   Non-public business and financial information of the Corporation; personal
> information regarding any employee of the Corporation;

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> Personal or non-public business information regarding any supplier, vendor or
> agent of the Corporation;
>   Information related to, including the identity of, potential candidates for mergers
> and acquisitions;
>   Information regarding the Corporation's sales strategies, plans or proposals;
>   Information related to computer software programs, whether proprietary or
> standard;
>   Information related to documentation systems, information databases, customized
> hardware or other information systems and technological developments;
>   Manuals, processes, policies, procedures, compositions, opinion letters, ideas,
> innovations, inventions, formulas and other proprietary information belonging to
> the Corporation or related to the Corporation's activities;
>   Security information, including without limitation, policies and procedures,
> passwords, personal identification numbers (PINs) and electronic access keys;
>   Communications by, to and from regulatory agencies; and
>   Certain communications with or from attorneys for the Corporation, whether
> internal or external.

> Proposals or plans for mergers and acquisitions;
>   Earnings estimates or results, whether for the month, quarter or year;

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> Changes in dividends;
>   New product innovation, development or implementation;
>   Major litigation, adverse regulatory proceeding or material threat of either event;
>   Significant operational issues, including changes in non-performing assets;
>   Significant expansion of operations, whether geographic or otherwise, or the
> curtailment of current or future planned operations; and
>   Any other information which, if known, would likely influence the decisions of
> investors.

> Gifts based on a family relationship or gifts of a reasonable value based on a
> personal relationship where that relationship is the obvious motivating factor for
> the gift;
>   Advertising or promotional material with a value of less than $100;
>   Gifts with a value of less than $100 related to commonly recognized events such
> as a promotion, religious holiday, wedding or retirement;
>   Acceptance of customary hospitality (business luncheons, dinners, golf outings,
> ball games, etc.) where it is directly related to Corporation activities and provided
> that the expense would be paid for by the Corporation if not paid for by another
> party.  Any entertainment beyond that scope or of a frequent nature (more than
> twice a year by the same party) must be pre-authorized by the Human Resources
> Manager;
>   Discounts or rebates on merchandise or services that do not exceed those available
> to other customers of the merchant; or
>   Awards for recognition of service or accomplishment from civic, charitable,
> educational or religious organizations.

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> No false, misleading or artificial entries shall be made on corporate books, records
> and reports for any reason.
>   No undisclosed or unrecorded corporate funds or assets shall be established for
> any purpose.
>   No payments from corporate funds or other assets shall be approved or be made
> with the intention or understanding that any part of such payment will be used for
> any 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 in
> accordance with established policy.

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