**CITIZENS
      COMMUNITY BANCORP, INC.**








**CODE
      OF BUSINESS CONDUCT**


**AND
      ETHICS**











**PART
      I**





**OVERVIEW**


**Purpose
      of the Code**





This
      Code
      of Business Conduct and Ethics (“Code”) is intended to deter wrongdoing and
      promote:





·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;


·
            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.





**Application
      of the Code**





The
      Code
      applies to all Citizens Community Bancorp, Inc. (the “Corporation”) directors
      and employees, including subsidiary and affiliate employees.  The Code
      applies to all employee decisions and activities within the scope of employment,
      or when representing the Corporation in any capacity.  A copy of the
      Code will be given to new employees.  Following review of the Code,
      new employees will be asked to sign a written confirmation that they have
      reviewed the Code in its entirety, and agree to adhere to its
      provisions.  Existing employees will be asked to review the Code
      annually.  All Corporation officers and directors should be familiar
      with the requirements of the Code, and should encourage employees to apply
      the
      Code to their daily activities and decisions, and to seek guidance from the
      appropriate individuals when additional information or explanation is
      needed.





Copies
      of
      the Code may be obtained from several sources, including the Corporation’s
      website, your immediate supervisor or any management official.





**Obtaining
      Guidance**





If
      you
      need additional explanation regarding a particular provision of the Code, or
      if
      you need guidance in a specific situation, including whether a conflict or
      potential conflict of interest may exist, please contact your immediate
      supervisor.  If you are uncomfortable speaking to your immediate
      supervisor, or if you require additional guidance after having consulted with
      your supervisor, you are encouraged to contact the following
      individual:





Timothy
      J. Cruciani


Citizens
      Community Bancorp,
      Inc.


2174
      Eastridge Center


Eau
      Claire,
      Wisconsin   54701


office:       (715)
      836-9994 ext. 118


cell:           (715)
      828-3822


e-mail:       TCruc@citizenscommunityfederal.net







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**Reporting
      Violations of the Code**





Any
      known
      or suspected violation of the Code, including actions or failures to act, must
      be promptly reported to your supervisor or the person listed
      above.  This includes violations or possible violations involving you,
      another employee (including officers) or a director.  Any violation of
      law, rule or regulation applicable to the Corporation and/or corporate policy
      is
      also a violation of this Code.  Violations of the Code may result in
      disciplinary action including, in severe situations, immediate termination
      of
      employment.





Concerns
      regarding questionable accounting, internal accounting controls or auditing
      matters may be directed to****Dave Westrate at (715) 828-1178
      by leaving a confidential message.





All
      concerns or complaints will be promptly investigated and appropriate action
      taken.  Results of the investigation will be documented in a report to
      the Board of Directors in order to ensure a fair process is utilized in
      determining whether a violation of the Code has occurred.  No person
      expressing concerns or complaints will be subject to any disciplinary or other
      adverse action by the Corporation absent a knowingly false
      report.  All concerns or complaints may be made anonymously and will
      remain confidential.  Please provide sufficient information to allow
      us to properly investigate your concerns.  The Corporation will retain
      a record of all concerns and complaints, and the results of its investigations,
      for five years.





**PART
      II**





**PRINCIPLES
      AND STANDARDS OF CONDUCT**





One
      of
      the most valued assets of the Corporation is its reputation for integrity as
      determined by the personal conduct of its directors, officers and staff, and
      how
      that conduct may be perceived by the public.  The ethical management
      of both personal and business affairs is most important to all directors and
      employees in order to avoid situations that might lead to a conflict, or even
      suspicion of a conflict, between personal interest and responsibility to the
      Corporation.  Your position should never be used directly or
      indirectly for private gain, for advancement of personal interests or to obtain
      favors or benefits for oneself, customers, or suppliers.





The
      following is a statement of policy regarding standards of conduct expected
      from
      directors and employees of the Corporation and its affiliates in their treatment
      of confidential information, personal investments, gifts and fees, and outside
      activities.





**Confidential
      and Insider Information**





Confidentiality
      is a fundamental principle of the financial services business.  In the
      course of performing your duties, you may acquire confidential
      information.  Confidential information includes all non-public
      information that might be of use to competitors or harmful to the Corporation
      or
      its customers, if disclosed.  Confidential information, in any form,
      obtained through business or personal contacts with customers, prospective
      customers, suppliers, or other employees shall be used solely for the
      Corporation's purposes.  Information reflecting favorably or adversely
      upon the current or future value of any business enterprise should not be used
      in any manner for personal gain or for advantage to a third
      party.  This information must not be revealed to unauthorized persons
      or discussed with others within the Corporation unless their duties require
      this
      information.  The use of confidential information submitted to us
      through any source about one customer to further the private interests of
      another customer is unethical and may be illegal.







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Some
      specific examples of confidential information include:





·
            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;





·
            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.





This
      caution on confidential information does not preclude releasing certain customer
      information when authorized by the customer or to the government when
      appropriate.  The guidance of the Chief Executive Officer should be
      sought in all such cases.  Disclosure of confidential information to
      attorneys, accountants and other professionals working on behalf of the
      Corporation, as well as regulatory examiners, may also be
      appropriate.





**Personal
      Investments and Financial Affairs**





Directors
      and employees of the Corporation, like any other individuals, may make personal
      investments in corporate stock, real estate, etc.  Such investments,
      however, shall not be made as a result of confidential information that is
      also
      material inside information obtained through your position with the
      Corporation.  Particular care should be taken with original or new
      stock issues.  Confidential information about the Corporation and its
      customers and suppliers acquired by directors and employees in the course of
      their duties is to be used solely for the Corporation's purposes, and not as
      a
      basis for personal investment by directors and employees or their immediate
      families.  In making personal investments, all directors
      and


4


employees
      should be guided by a keen awareness of potential conflict.  In
      addition, personal investments should not influence a director's or employee's
      judgment or action in the conduct of the Corporation’s business.





It
      is
      expected that all directors and employees will conduct their personal financial
      affairs in a manner that will not reflect adversely upon the Corporation or
      on
      their personal standing in the community.





**Material
      Inside Information**





Generally,
      material inside information is defined as any information that is confidential
      in nature, and that a reasonable investor would likely consider important in
      deciding whether to buy, sell, or hold the Corporation’s stock. The following
      types of information, if not generally known or publicly disclosed, should
      be
      considered material inside information and treated according to the provisions
      of this Code:





·
            Proposals
                or plans for mergers and
                acquisitions;





·
            Earnings
                estimates or results, whether for the month, quarter or
                year;





·
            Changes
                in dividends;





·
            Significant
                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
      and Fees**





It
      is illegal for anyone to offer or
      promise anything of value to an employee, officer, director or agent of a
      financial institution with the intent to influence or reward the person in
      connection with any business or transaction of the financial
      institution.  It is also illegal for an employee, officer, director or
      agent of a financial institution to solicit or accept anything of value from
      any
      person intending to be influenced or rewarded in connection with any business
      or
      transaction of the financial institution.





No
      employee or director of the
      Corporation shall accept anything of value from a customer of the Corporation
      or
      a vendor to the Corporation other than the following:





1.
            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;





2.
            Advertising
                or promotional material with a value of less than
                $100;




3.     Gifts with a value of less than $100 related to
      commonly recognized events such as a promotion, religious holiday, wedding
      or
      retirement;


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4.
            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 Chief Executive
                Officer;





5.
            Discounts
                or rebates on merchandise or services that do not exceed those available
                to other customers of the merchant;
                or





6.
            Awards
                for recognition of service or accomplishment from civic, charitable,
                educational or religious
                organizations.





If
      an employee or director receives or
      anticipates receiving a benefit from a Corporation customer or vendor and is
      unsure whether acceptance of the gift is in compliance with this policy, a
      written disclosure should be made to****the Chief Executive
      Officer.  The Board of Directors may approve the acceptance of the
      benefit if the acceptance is otherwise consistent with this policy.





Directors,
      employees and their
      immediate families should never borrow personally from customers or suppliers
      unless these entities are engaged directly in the lending business, and then
      only under normal conditions with respect to interest rates, terms, security,
      and repayment programs that are available to any borrower.





**Outside
      Activities**





Outside
      activities that might constitute a conflict of interest or interfere with
      performance, or compromise a director's or employee’s position, are to be
      avoided.  Employee activities such as full-time outside employment;
      the rendering of investment, legal or accounting services; membership on
      corporate boards of directors; seeking of an elective political position; or
      appointment to government bodies should be reviewed and approved
      by****the Chief Executive Officer prior to such
      undertakings.  As in the past, we continue to encourage active
      participation on the part of directors, officers and employees in service clubs
      and organizations fostering the betterment of the community, and the active
      use
      of various social memberships in maintaining a proper image of our organization
      within the community.





**Compliance
      with Laws, Rules and Regulations**





All
      directors and employees of the Corporation are required to comply with the
      requirements of this Code, all policies of the Corporation and applicable laws,
      rules and regulations.  Directors and employees must also comply with
      the procedures implementing and effectuating the Corporation’s
      policies.  Failure to comply with the Corporation’s policies and
      procedures may result in disciplinary action including, in severe situations,
      immediate termination of employment.





**Accounting
      Practices**





All
      employees are expected to observe and comply with generally accepted accounting
      principles, the system of internal controls and disclosure controls and
      procedures established by the Corporation requiring that corporate books and
      records accurately and fairly reflect in reasonable detail the financial
      condition and results of operations of the Corporation.  Corporation
      policies are intended to promote full, fair, accurate, timely and understandable
      disclosure in reports and documents filed with or submitted to the SEC and
      in
      the


6


Corporation’s
      public statements.  In furtherance of these requirements, employees
      must practice the following:





1.
            No
                false, misleading or artificial entries shall be made on corporate
                books,
                records and reports for any reason.





2.
            No
                undisclosed or unrecorded corporate funds or assets shall be established
                for any purpose.





3.
            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.





**PART
      III**





**ADMINISTRATION
      AND WAIVERS**





**Administration**





This
      Code
      will be administered and monitored by Timothy J. Cruciani.  General
      questions and requests for additional information on this Code should be
      directed to him at the telephone number or e-mail address in Part
      I.





**Waivers**





Any
      requests for waivers of the Code for employees who are not executive officers
      should be directed through your supervisor to the Chief Executive
      Officer.  Requests for waivers for directors and executive officers
      should be directed to the Board of Directors through the Corporate
      Secretary.  Only a majority of the Board of Directors may waive the
      applicability of the Code for a director or executive officer.  Any
      waiver granted to directors or executive officers, including the principal
      accounting officer, and the reasons for granting the waiver, and any change
      in
      the Code applicable to directors and executive officers, including the principal
      accounting officer, must be promptly disclosed to the public as required by
      law
      or the Nasdaq Stock Market.








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