**Exhibit 14**
**CODE OF ETHICS**
 

 

**MIDLAND CAPITAL HOLDINGS CORPORATION**
**CODE OF ETHICS**
**I. OVERVIEW**
This Code of Ethics sets forth the guiding principles by which we operate ourcompany and conduct our daily business with our shareholders, customers,vendors and with each other. These principles apply to all of the directors,officers and employees of Midland Capital Holdings Corporation and all of itswholly-owned financial services subsidiaries (referred to in this Code as the“Company” or “Midland”).
**II. PRINCIPLES**
**Complying with Laws, Regulations, Policies and Procedures**
All directors, officers and employees of Midland are expected to understand,respect and comply with all of the laws, regulations, policies and proceduresthat apply to them in their positions with Midland. Employees are responsiblefor talking with their supervisors to determine which laws, regulations andCompany policies apply to their position and what training is necessary tounderstand and comply with them.
Directors, officers and employees are directed to make available applicableCompany policies and procedures to the persons they supervise.
**Conflicts of Interest**
All directors, officers and employees of Midland should be scrupulous inavoiding any action or interest that conflicts with, or gives the appearance ofa conflict with, Midland’s interests. A “conflict of interest” exists wheneveran individual’s private interests interfere or conflict in any way (or evenappear to interfere or conflict) with the interests of Midland. A conflictsituation can arise when an employee, officer or director takes actions or hasinterests that may make it difficult to perform his or her work for Midlandobjectively and effectively. Conflicts of interest may also arise when adirector, officer or employee or a member of his or her family receivesimproper personal benefits as a result of his or her position with Midland,whether from a third party or from Midland. While directors and employees areencouraged to utilize Midland’s products and services, this should generally bedone on an arm’s length basis and in compliance with applicable law.
Conflicts of interest may not always be clear-cut, so if a questions arises, anofficer or employee should consult with higher levels of management, the Boardof Directors or company counsel. Any employee, officer or director who becomesaware of a conflict or potential conflict should bring it to the attention of asupervisor, manager or other appropriate personnel.
**Corporate Opportunity**
Directors, officers and employees are prohibited from (a) taking for themselvespersonally opportunities that properly belong to Midland or are discoveredthrough the use of corporate
 

 

property, information or position; (b) using corporate property, information orposition for personal gain; and (c) competing with the Company. Directors,officers and employees owe a duty to Midland to advance its legitimateinterests when the opportunity to do so arises.
**Confidentiality**
Directors, officers and employees must maintain the confidentiality ofconfidential information entrusted to them by Midland or its suppliers orcustomers, except when disclosure is specifically authorized by the Board ofDirectors or required by laws, regulations or legal proceedings. Confidentialinformation includes all non-public information that might be material toinvestors or of use to competitors of Midland or harmful to Midland or itscustomers or employees if disclosed. The misappropriation of confidentialinformation owned by the Company for another person’s use may be consideredtheft.
**Fair Dealing**
We seek to outperform our competition fairly and honestly. We seek competitiveadvantages through superior performance, never through unethical or illegalbusiness practices. Stealing proprietary information, possessing or utilizingtrade secret information that was obtained without the owner’s consent orinducing such disclosures by past or present employees of other companies isprohibited.
Each director, officer and employee is expected to deal fairly with Midland’scustomers, suppliers, competitors, officers and employees. No one should takeunfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts or any other unfairdealing.
**Protection and Proper Use of Midland Assets**
All directors, officers and employees should protect Midland’s assets andensure their efficient use. All Midland assets should be used only forlegitimate business purposes.
**Public Company Reporting**
As a public company, it is of critical importance that Midland’s filings withthe Securities and Exchange Commission be accurate and timely. Depending ontheir position with the Company, an employee, officer or director may be calledupon to provide necessary information to assure that the Company’s publicreports are complete, fair and understandable. Midland expects employees,officers and directors to take this responsibility very seriously.
**Financial Statements and Other Records**
All of the Company’s books, records, accounts and financial statements must bemaintained in reasonable detail, must appropriately reflect the Company’stransactions and must both conform to applicable legal requirements and to theCompany’s system of internal controls. Unrecorded or “off the books” funds orassets should not be maintained unless permitted by applicable law orregulation.
 

 

Records should always be retained or destroyed according to the Company’srecord retention policies. In accordance with those policies, in the event oflitigation or governmental investigation, please consult the Board ofDirectors.
**III. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR**
**Reporting Illegal or Unethical Behavior**
Employees, officers and directors who suspect or know of violations of thisCode or illegal or unethical business or workplace conduct by employees,officers or directors have an obligation to contact either their supervisor orsuperiors. If the individuals to whom such information is conveyed are notresponsive, or if there is reason to believe that reporting to such individualsis inappropriate in particular cases, then the employee, officer or directormay contact the Chief Executive Officer of the Company. Such communicationswill be kept confidential to the extent feasible. If the employee is still notsatisfied with the response, the employee may contact the Chairman of the Boardor any of the Company’s outside directors.
**Accounting Complaints**
Midland’s policy is to comply with all applicable financial reporting andaccounting regulations. If any director, officer or employee of the Companyhas unresolved concerns or complaints regarding questionable accounting orauditing matters of the Company, then he or she is encouraged to submit thoseconcerns or complaints (anonymously, confidentially or otherwise) to theCompany’s audit committee. Subject to its legal duties, the audit committeeand the Board will treat such submissions confidentially. Such submissions maybe directed to the attention of the Company’s audit committee, or any personwho is a member of the Company’s audit committee.
**Non-Retaliation**
Midland prohibits retaliation of any kind against individuals who have madegood faith reports or complaints of violations of this Code or other known orsuspected illegal or unethical conduct.
**IV. Amendment, Modification and Waiver**
This code may be amended or modified by the Board of Directors of Midland.Waivers of this Code may only be granted by the Board of Directors or acommittee of the Board with specific delegated authority. Waivers will bedisclosed to shareholders as required by the Securities Exchange Act of 1934and the rules thereunder.
**V. Violations**
Violation of this Code is grounds for disciplinary action up to and includingtermination of employment. Such action is in addition to any civil or criminalliability which might be imposed by any court or regulatory agency.