**Exhibit 14**

 

**Epic Bancorp and its SubsidiariesCode of Ethics and Whistleblower Notice**

 

# **Introduction**

 

TheBoards of Directors of Epic Bancorp and TamalpaisBank have adopted this code of ethics (this “Code”) to:

 

•                                          promote honest and ethical conduct, includingfair dealing and the ethical handling of conflicts of interest;

 

•                                          promote full, fair, accurate, timely andunderstandable disclosure;

 

•                                          promote compliance with applicable laws andgovernmental rules and regulations;

 

•                                          ensure the protection of Epic Bancorp and itssubsidiaries’ legitimate business interests, including corporate opportunities,assets and confidential information; and

 

•                                          deter wrongdoing.

 

AllDirectors, Officers and Employees of Epic Bancorp and its subsidiaries areexpected to be familiar with the Code and to adhere to those principles andprocedures set forth in the Code that apply to them.

 

Forpurposes of this Code, the “Code of Ethics Contact Person” will be the EpicBancorp’s Audit Committee Chair.

 

The Directors, Officers and Employees pride themselves on Epic Bancorpand its Subsidiaries unfailing drive to provide top quality products andservices to satisfy our customers. All of us think of ourselves as customerservice people, first and foremost.  Webelieve that success cannot be achieved without clear and honestcommunication.  Always remember that ourprofessional relationships are at the foundation of our business.

 

We place a high value onhonesty, integrity, and personal responsibility. The Code set forth belowapplies to all Officers, Employees, and Directors of EpicBancorp and its Subsidiaries. This Code does not cover all Epic Bancorp and itsSubsidiaries’ policies or all laws. If a law conflicts with this Code, wefollow the law. If a local custom or practice conflicts with this Code, wefollow this Code. This Code clarifies Epic Bancorp and its Subsidiaries’ rightsand expectations as an employer, but does not add to or subtract from Employeerights or in any way create any contractual employment rights for Employees.

 

This Code of Ethics isadopted in order to comply with the Sarbanes-Oxley Act of 2002, the regulationspromulgated thereunder and NasdaqListing Requirements.

 

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## **Compliance with Laws, Rules, and Regulations**

## ** **

We obey and respect the law,both in letter and in spirit.

 

**Confidential Information; Insider Trading.** All non-public information about EpicBancorp and its Subsidiaries should be considered confidential information;such non-public information is a valuable Company asset. To use non-publicinformation for personal financial benefit or to “tip” others who might make aninvestment decision on the basis of this information is not only unethical butalso illegal.

 

Itis the responsibility of all Epic Bancorp and its Subsidiaries Employees toprotect the interests and privacy of our Customers and Coworkers. You may notinappropriately discuss, solicit, disclose, or use for your personal benefit,information in Company records, files, or databases, potential businessdevelopment activities, or any financial information with regard to customersor Epic Bancorp and its Subsidiaries.

 

**Competition and Fair Dealing.******We seek to outperform our competitors fairlyand honestly. We seek competitive advantage through low costs and superiorCustomer Service, never through unethical or illegal business practices. Ouradvertising and other communications with our Customers are simple, direct, andstraightforward, as well as compliant with the law. We make our own decisions concerningpricing, markets, routes, and Customers to be served and do not enter intoillegal agreements with our competitors.

 

**Payments to Government Personnel.******It is strictly prohibited to make illegalpayments to government officials of any country. The promise, offer, ordelivery to an official or Employee of the federal, state, or local governmentof a gift, favor, or other gratuity in violation of applicable law violatesCompany policy and may also be a criminal offense. Federal law prohibits givinganything of value, directly or indirectly, to officials of foreign governmentsor foreign political candidates in order to obtain or retain business.

 

**Conflictsof Interest**

 

A conflict of interest arises when an Employee’s personal interest, orthat of a family member or friend, interferes in any way with what is in thebest interest of Epic Bancorp and its subsidiaries. All Employees should, atall times, conduct their activities, both business and personal, in such amanner that there is no undisclosed conflict of interest with their duties asEmployees of Epic Bancorp and its subsidiaries.

 

ABank officer or employee shall not represent the bank in any transaction wherehe or she has any material connection or substantial financial interest.  Specifically, a material connection includesthe involvement of any family member.(1) This policy includes, but is notlimited to, approval of bank overdrafts, authorizing or accepting checks onuncollected funds, waiving of bank charges, late charges, or other normal fees.  It also includes making loans, waivingfinancial statements, or any similar type of activity.

 

Situations involvingconflicts of interest may not always be clear-cut. If you have a question,

 

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(1) Family member includesspouse, son, daughter, niece, nephew, cousin, grandchild, father,mother, brother, sister, father-in-law, mother-in-law, sister-in-law,brother-in-law, grandfather, grandmother, or any members of a household fromthis list of relatives.

 

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follow the Compliance Procedures set forth below.

 

**CorporateOpportunities**

 

We each owe a duty to EpicBancorp and its Subsidiaries to further its interests whenever we can do so.Employees and members of the Board of Directors may not take for themselvespersonally opportunities that are discovered through the use of Companyproperty or information. This means you may not use Epic Bancorp and itsSubsidiaries property or information, or your position with the Company to putyour personal gain ahead of the Company’s interests.

 

**SafeguardingCompany Property**

 

Each of us has theresponsibility to safeguard the assets of Epic Bancorp and its Subsidiaries. Wemust use and maintain Company assets with care and respect while guardingagainst waste and abuse. We protect from unauthorized disclosure or misuse allnon-public information about the Company, including technology, competitiveposition, strategy, financial results prior to public disclosure, andCustomers. We do not disclose without authorization proprietary technical datadeveloped, licensed, or purchased by the Company. We take actions necessary tosafeguard all passwords and identification codes to prevent unauthorized accessto the Company’s information systems. We do not reproduce licensed or internallydeveloped software for our personal use unless permitted by the terms of thelicense.  We also safeguard Epic Bancorpand its Subsidiaries’ intangible assets, including information and intellectualproperty. Intellectual property rights, including patents, trademarks,copyrights, trade secrets, and know-how must be treated and managed with thesame degree of care as any other valuable asset.

 

## **Record keeping**

## ** **

Epic Bancorp and itsSubsidiaries’ financial, accounting, and other reports and records will accuratelyand fairly reflect the Company’s transactions in reasonable detail, and inaccordance with generally accepted accounting principles, applicable governmentregulations, and the Company’s system of internal controls.

 

We record informationhonestly and accurately. For example, only the true and actual number of hoursworked is reported, expense reports are documented and recorded accurately, andno Employee will authorize payment knowing that any part of the payment will beused for any purpose other than what is described in documents supporting thepayment.

 

## **Waivers of this Code**

## ** **

Any waiver of this Code forExecutive Officers or members of the Board of Directors may be allowed madeonly consistent with the (SEC) regulations and Nasdaq listing requirements.

 

**Disclosure**

 

Each Director, Officer orEmployee of Epic Bancorp and its Subsidiaries involved in the Epic Bancorp’sdisclosure process, including the Chief Executive Officer, the Chief FinancialOfficer, and the President of Tamalpais Bank (the “SeniorOfficers”), is required to be familiar with and comply with the Epic Bancorp’sdisclosure controls and procedures and internal control over financialreporting, to the extent relevant to his or her area of responsibility, so thatthe Epic Bancorp’s public reports and

 

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documents filed with the SEC comply in all materialrespects with the applicable federal securities laws and SEC rules.  In addition, each such persons having director supervisory authority regarding these SEC filings or Epic Bancorp’s otherpublic communications concerning its general business, results financialcondition and prospects should, to the extent appropriate within his or herarea of responsibility, consult with other Epic Bancorp or TamalpaisBank Officers and Employees and take other appropriate steps regarding thesedisclosures with the goal of making full, fair, accurate, timely andunderstandable disclosure.

 

Each Director, Officer orEmployee who is involved in the Epic Bancorp’s disclosure process, includingwithout limitation the Senior Officers, must:

 

•                  Familiarize himself or herself with thedisclosure requirements applicable to the Epic Bancorp as well as the businessand financial operations of the Epic Bancorp.

 

•                  Not knowingly misrepresent, or cause othersto misrepresent, facts about Epic Bancorp to others, whether within or outsidethe Epic Bancorp, including to the Epic Bancorp’s independent auditors,governmental regulators and self-regulatory organizations.

 

•                  Properly review and critically analyzeproposed disclosure for accuracy and completeness.

 

## **Compliance Procedures**

## ** **

**Reporting and Accountability**. Epic Bancorp’s Audit Committee is responsible for applying this Codeto specific situations in which questions are presented to it and has theauthority to interprets this Code in any particularsituation.  Any Director, Officer orEmployee who becomes aware of any existing or potential violation of this Codeis required to notify the Code of Ethics Contact Person promptly.  Failure to do so is itself a violation ofthis Code.

 

Anyquestions relating to how this Code should be interpreted or applied should beaddressed to the Code of Ethics Contact Person. A Director, Officer or Employee who is unsure of whether a situationviolates this Code should discuss the situation with the Code of Ethics ContactPerson to prevent possible misunderstandings and embarrassment at a later date.

 

EachDirector, Officer or Employee must:

 

•                        Notify the Code of Ethics Contact Person promptlyof any existing or potential violation of this Code.

 

•                        Not retaliate against any other Director,Officer or Employee for reports of potential violations that are made in goodfaith.

 

EpicBancorp’s Audit Committee shall take all action they consider appropriate to Investigate any violations reported to them.  If a violation has occurred, Epic Bancorpand/or Tampalais Bank will take such disciplinary orpreventative action as it deems appropriate, after consultation with the AuditCommittee, in the case of a Director or Executive Officer, or the President, inthe case of any other Employee.

 

**WhistleblowerReporting****.******Each Director, Officer, and Employee isresponsible for his or her

 

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own compliance with the Code of Ethics.Questions of interpretation should be directed to your Branch Manager, or anyOfficer of the Company. Reports of suspected violations (and disclosure of anymaterial transaction or relationship that reasonably could be expected to giverise to a conflict of interest) should be directed to Epic Bancorp and its Subsidiaries’ Chief Executive Officer or any Officer ofthe Company. We do not allow retaliation for reports of misconduct by othersmade in good faith by Employees. Employees are expected to cooperate ininternal investigations of violations of this Code. Employees who violate thisCode will be subject to discipline.

 

Ifyou have information regarding possible violations of state or federalstatutes, rules, or regulations, or violations of fiduciary responsibility by EpicBancorp and its Subsidiaries or limited liability companyto its shareholders, investors, or employees, call the California StateAttorney General’s Whistleblower Hotline at 1-800-925-5225.  The Attorney General will refer your call tothe appropriate government authority for review and possible investigation.

 

As adopted by the Board ofDirectors of Epic Bancorp and its subsidiaries Co. on March 15, 2004.

 

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