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 toDave 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


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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 tothe 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 bythe 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


6


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 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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