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Exhibit 14.0 First Bank & Trust
Business Ethics and Code of Conduct The successful business operation
and reputation of First BancTrust Corporation is built upon the principles of
fair dealing and ethical conduct of our employees. Our reputation for integrity
and excellence requires careful observance of the spirit and letter of all
applicable laws and regulations, as well as a scrupulous regard for the highest
standards of conduct and personal integrity. The continued success of First
BancTrust Corporation is dependent upon our customers’ trust, and we are
dedicated to preserving that trust. Employees owe a duty to First BancTrust
Corporation and to its customers to act in a way that will merit the continued
trust and confidence of the public. First BancTrust Corporation recognizes the
need for highly confidential information from customers in order to conduct
banking transactions. First BancTrust Corporation will do everything within our
control to use this information only for the business purpose intended. First BancTrust Corporation will
comply with all applicable laws and regulations and expects its directors,
officers, and employees to conduct business in accordance with the letter,
spirit, and intent of all relevant laws and to refrain from any illegal,
dishonest, or unethical conduct. Employee Dishonesty Financial institutions have a unique
relationship of trust to uphold, and employees are subject to rigid standards
of honesty and integrity in the conduct of their professional and personal
banking business. Employees who violate this relationship of trust through
dishonesty or policy violation will be subject to immediate dismissal. For
purposes of the employment policies, the definition of dishonesty includes, but
is not limited to, theft, fraud, expense account abuse or floating of funds. We
are required by law to report any known or suspected employee dishonesty or
floating of funds to the appropriate Federal Regulator for appropriate action
and, where indicated, we will immediately report the suspected crime to the
FBI, the U.S. Attorney, local law enforcement officials and our bonding
insurance company. Disclosure and Internal
Controls The CEO, all senior officers, and
employees involved in the financial reporting process are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed with the SEC and other public communications made by the
Company. Accordingly, it is the responsibility of such employees and senior
officers promptly to bring to the attention of the CEO (and in the case of the
CEO, to the Board) any material information of which he or she may become aware
that affects the disclosures made by the Company in its public filings. In
addition, all employees must adhere to internal control procedures. Violation
of internal control procedures may result in disciplinary action, including
termination. Employee Accounts Employees must handle their personal
bank accounts with First Bank & Trust (including checking, savings, loans,
credit cards and debit cards), corporate credit cards, and expense accounts
with strict adherence to the rules and policies of the bank. 1  1




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Employee accounts will be monitored
for overdrafts, overextensions and/or unusual activity. Employees may not
process their own transactions. All Bank policies and procedures
apply to employee bank accounts. If an employee incurs an overdraft, the
employee will be notified like all other customers, charged an overdraft fee,
and asked to make the necessary deposit to bring the account to a positive
balance. Since repeated employee overdrafts may result in disciplinary action,
an employee’s direct supervisor or department head will also be notified
of employee overdrafts. Employees are encouraged to apply for overdraft
protection, and will be approved or denied, based on the same criteria as other
customers. Overdraft protection is available through the Safety Net feature of
checking account, through a cover draft arrangement, or through an overdraft
line of credit through the consumer loan department. Software License Agreements It is the duty of each employee to
adhere to all software license agreements when using personal computer software. Employee Communication Systems The Electronic Mail, Voice Mail,
Internet Access, Personal Computers and Phone Systems are the property of the
Bank. The Bank provides these systems at its expense and therefore intends the
systems to be used primarily for Bank business. If Bank systems are used to
send personal messages, the employee waives any claim of privacy. Confidential Information Bank employees have access to
confidential information, including customer data. Employees are to use this
information only for the business purpose intended. Confidential information
cannot be used for personal reasons. Confidential information must not be
shared with anyone outside of the Bank, including family or friends, or with
other Bank personnel who do not need the information to carry out their duties.
If employment with the Bank is terminated, employees remain under an obligation
to keep all such information confidential. It is a criminal offense to solicit
or accept anything of value in return for the business, service, or
confidential information of the Bank. Information Security Information and information systems
are critical and important to the Bank. Information security is
everyone’s responsibility. All customer and confidential Bank information
must be properly discarded for shredding by the Bank. Confidentiality and Disclosure of
Information Confidences must never be used by
any employee for personal gain or benefit, or revealed to friends, or other
person or outsiders. No employee shall attempt to access information
unauthorized to him or her by circumventing any electronic or non-electronic
access controls. 2  2




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Credit File Information Credit file information including
employee payroll data will not be accessible to anyone other than new accounts
officer for accounts they open, credit clerks, the lending officer with direct
responsibility in a specific situation, executive officers, Director Loan
Committee Members and appropriate auditing and examining personnel. Credit
files and confidential credit-related information will not be available to the
Trust Department for purposes of investment-related decision making. Management Support Questions concerning disclosure,
modification or destruction of confidential, restricted or critical information
should be discussed with the appropriate Bank Officer. Statement of Principles on Money
Laundering In order to avoid implications in
criminal activities involving the transfer or deposit of illegally obtained
monies, commonly referred to as money laundering, Bank employees will adhere to
the following principles: We will act in a manner compliant
with current applicable regulations to determine the true identity of all
customers requesting Bank services. No significant business transactions (as
defined by current regulation) will be conducted with customers who fail to
provide evidence of their identity. We will adhere to high ethical
standards and compliance with laws and regulations. In no event will services
be provided where there is reason to assume that these transactions are
associated with money laundering activities. We will cooperate fully with law
enforcement authorities to the extent permitted by specific regulations
relating to customer confidentiality. Under no circumstances will the Bank
provide support or assistance to customers seeking to deceive law enforcement
agencies. Whenever we become aware of facts which lead to the reasonable
presumption that money held on deposit is derived from criminal activities, or
that transactions entered into are criminal in purpose, appropriate supervisory
personnel should be advised so the proper action can be taken to report the
activity to regulatory authorities and to sever the relationship with the
customer. Violations Upon encountering or otherwise
learning of a violation or suspected violation of federal, state or local law
or regulation relating to the operation or conduct of business of the Bank or a
violation or suspected violation of this Code of Conduct or Bank policies, it
becomes an employee’s responsibility to promptly report any such matter
to the Bank President. All employees are expected to review
the Code of Conduct annually. On an ongoing basis, all employees are required
to report to their supervisor any conflict they may have with the provision of
the Code of Conduct. Outside Directorships Serving as a Director, Officer or
Partner in a non-affiliated bank, a customer’s business, or any other
business firm is generally prohibited for Bank employees. It is the
Bank’s policy that employees may not serve as Board members, Officers, or
Partners of profit-making firms. However, there are situations where such
service may be appropriate. The Bank President must approve acceptance of a
directorship, officership, or partnership in a profit-making business,
regardless of the reason. 3  3




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This policy statement is not in any
way intended to discourage employees from considering directorships,
officerships or other forms of participation in charitable, educational,
community or religious activities in which business people have historically
considered it their civic obligation to participate. All employees are
encouraged to take part in such worthy endeavors in the community. Acceptance of Gifts Employees are not to solicit or
accept anything of value from any customer, prospective customer or supplier of
products and services in connection with any transaction of business. It is
permissible for employees to accept an occasional meal or unsolicited gift of
minimal value ($50 or less) only when gifts are clearly unrelated to Bank
transactions and cannot be construed as being given to influence the employee.
The acceptance or giving of gifts having more than a minimal value ($50) may be
misinterpreted as an attempt at bribery, and subject the giver and recipient to
a felony charge. Meals, which are extravagant in
relation to the business to be discussed, or the position of the employee
should be avoided. Frequent invitations from customers for meals should be
declined or handled by firm insistence that the employee pay for alternate
meals. Employees are not to receive
preferential prices or special discounts on personal purchases from customers,
unless such discounts are offered to the general public, are clearly unrelated
to banking transactions, and cannot be construed as being given to influence
the employee. Any questions regarding the
appropriateness of a gift or gratuity should be directed to the Bank President.
Employees are encouraged to communicate the limitations of this policy
tactfully, but openly, to the donors of gifts. Political Activities The Bank encourages all employees to
participate in the political process. The Bank President shall be notified
before an employee accepts a political campaign position such as Chairperson or
Treasurer. The Bank President must be consulted by employees who are
considering running for elective office to determine the possible impact on the
Bank or on the employee’s career. The use of Bank funds, supplies,
equipment, or labor must be avoided in any situation involving participation in
a political campaign. Such use is illegal. No employee will be reimbursed for
political contributions or the cost of attendance at any political function. Borrowing Borrowing from individual,
commercial or trust customers of the Bank must be avoided unless such customers
regularly extend credit in the normal course of business. This is not only
because of the potential influence over an Officer’s or employee’s
judgment and decision, but because the grant or denial of such a request
imposes a wrongful burden on the customer. For the employee’s own
protection, any exception must always be reviewed with the Bank President in
advance. Borrowing from other financial
institutions, and lending to Officers and staff of such organizations, must be
free of any reciprocity regarding terms or interest rates received or given. 4  4




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Outside Employment In order to avoid any potential or
perceived conflict of interest, the Bank discourages outside employment,
including the ownership of an outside business. If an employee is considering
outside work, they must first obtain written approval through their Supervisor
and the Bank President. Outside employment will not be approved where it is
determined to be at variance with the Bank’s best interest or contrary to
any legal restrictions. Permission for Officers to pursue outside employment
will be granted only under the most unusual circumstances. Trust Department Relationships It is intended that Officers and
employees of the Trust Department shall not use information gained through
their employment, nor act in the management of their outside personal account,
in any way which would result in a loss or disadvantage to a trust account. No Officer or employee shall
purchase assets from or sell assets to a Trust account. In no case shall a Trust employee
simultaneously purchase or sell stock for an employee’s outside account
or the outside account of any member of the employee’s family, or any
relative or friend at the time it is being purchased or sold for a trust
account. A member of the Trust Investment
Committee should not buy or sell the security of any Bank at a time when he or
she has knowledge that the Trust is actively buying or selling that
Bank’s securities. The same restriction applies to any Bank employee who
has knowledge that the Trust department is actively buying or selling an
unlisted Bank’s securities. All Bank Officers must be aware of
their professional relationships with accounts with which they are involved or
are administering or working with in developing wills and trusts. The integrity
of the Officers would be seriously questioned should they be named as a
beneficiary in any account, with which they have or may have had
responsibility. No Officer or employee will accept a bequest from a Trust
customer unless that person was a spouse, child, sibling, parent, grandparent,
aunt or uncle, whether by blood or marriage, of the employee. Senior Management Assistance The President and Vice Presidents
are available to assist employees in the application of this Code of Conduct.
It is intended that this assistance be used to avoid situations that could
cause embarrassment and have legal implications for the individual employee or
the Bank. Waivers Employees, officers and directors of
First BancTrust Corporation are expected to follow this Code of Conduct at all
times. Generally, there should be no waivers to this Code of Conduct, however,
in rare circumstances; conflicts may arise that necessitate waivers. In the
case of employees other than senior officers, requests for waivers should be
submitted to the Human Resources Department. Waivers will be determined on a
case-by-case basis by the Human Resources Department with the advice of senior
management. Waivers for directors and senior officers shall be determined by
the board of directors. Any amendment to the Code of Conduct that applies to
the Company’s CEO, CFO, principal accounting officer or controller and
the grounds for such waiver shall be promptly disclosed through a filing with
the SEC on Form 8-K. 5  5