Exhibit 14.0
 LEGACY BANCORP, INC.
 CODE OF ETHICS
 Legacy Bancorp, Inc.
Code of Conduct
        a.
    
    An employee must not act as an attorney, consultant, agent, broker, or employee for
any person, firm or corporation interested directly or indirectly in any manner
whatsoever in business dealings with the Company.
 b.
    
    An employee or director and members of his/her immediate family shall refuse the
receipt of gifts, entertainment or other favors which are in cash or go beyond common
courtesies usually associated with accepted business practice from anyone dealing or
desiring to deal with the Company.




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c.
    
    An employee is forbidden to have any official interest, direct or indirect, in any
matter affecting real property in which the Company has a direct or indirect interest. A
financial interest in real property by the spouse of an employee or other immediate
family member shall be deemed to constitute an interest of the employee.d.
    
    An employee or director must not represent the Company in any transaction if his or
her personal interest may affect his or her ability to represent the Companys interest
fairly and impartially.e.
    
    Under federal and state statutes, it is illegal for bank directors and employees to
receive fees, gifts, or anything of value in connection with the extension of credit or
the provision of any other bank services.
   a.
    
    No secret or illegal payments, bribes, or kickbacks in any form whatsoever are to
be made under any circumstances to obtain a benefit for the Company, the employee, or
director that would not otherwise be available.b.
    
    All contractual placements of Company business and acceptance of business by the
Company must be awarded purely upon business considerations.c.
    
    They must not accept compensation in any form from any person for directing Company
business to such person or for accepting business on behalf of the Company.d.
    
    An employee must not accept compensation for making an oral presentation, writing
an article for publication, or similar activities prepared or conducted on Company time.
If nominal honorariums are accepted, an employee must make a written report to his or her
supervising officer.e
    
    Employees who receive compensation for services performed in connection with
Company business must turn over such fees to the Company. This includes witness fees and
fees for serving on reorganization or creditors committees.




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a.
    
    Words or actions having sexual content, whether expressed or implied, directed
towards another employee which a person of ordinary sensibilities would consider
offensive or degrading; orb.
    
    The use of an employees position, authority or influence to attempt to compel or
persuade another employee to engage in sexual activities.
    a.
    
    Any and all insider transactions will be at non-preferential terms and will be
recorded and voted as insider transactions as required by law and regulation. Detailed
reports on outstanding loans to insiders and insider transactions are submitted regularly
to the Board, the Commissioner of Banks and to bank examiners at the time of examination.
Non-preferential means substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with persons not
associated directly or indirectly with the Company.




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a.
    
    Gifts other than cash of a reasonable value based on a family or personal
relationship where that relationship is the obvious motivating factor for the gift;b.
    
    Meals, refreshments, entertainment, accommodations, or travel arrangements, all of
a reasonable value, provided they are in the course of a meeting or occasion, the purpose
of which is to hold bona fide business discussions or to foster better business
relations, and provided that the expense would be paid for by the Company if not paid for
by another party;c.
    
    Advertising or promotional material of reasonable value, such as pens, pencils,
note pads, key chains, calendars and similar items;d.
    
    Gifts with a value of less than $50 related to commonly recognized events, such as
promotion, religious holiday, wedding, or retirement;e.
    
    Discounts or rebates on merchandise or services that do not exceed those available
to other customers of the merchant;f.
    
    Awards for recognition of service or accomplishment from civic, charitable,
educational, or religious organizations; andg.
    
    Other circumstances approved in writing on a case-by-case basis where something of
value is accepted in connection with Company business. For this exception to apply, the
approval must be based on a full written disclosure of all the relevant facts and be
consistent with the Bribery Act.




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