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                                                                    EXHIBIT 14.0

                       BUSINESS ETHICS AND CODE OF CONDUCT

The successful business operation and reputation of First Bank & Trust 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 Bank & Trust is dependent upon our customers'
trust, and we are dedicated to preserving that trust. Employees owe a duty to
First Bank & Trust and to its customers to act in a way that will merit the
continued trust and confidence of the public. First Bank & Trust recognizes the
need for highly confidential information from customers in order to conduct
banking transactions. First Bank & Trust will do everything within our control
to use this information only for the business purpose intended.

First Bank & Trust 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.


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Employee accounts will be monitored for overdrafts, overextensions and 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. Employees may apply for overdraft protection, and will be
approved or denied, based on the same credit criteria as other customers.

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.

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



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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:

Reasonable efforts will be made 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.


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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 customer, 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 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.


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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.