**Exhibit 14.0**

**MADISON BANCORP, INC.**

**Code of Ethics and Business Conduct**

This Code of Ethics and Business Conduct represents an overview of the corporate policies that should govern the actions of allemployees, officers and directors of Madison Bancorp, Inc. and its subsidiaries. It is not a replacement for policies and procedures that address the specifics of our business or which may impose stricter or more detailed requirements. No code ofconduct can cover every potential situation. The Code is designed to provide written standards to promote honest and ethical conduct, compliance with law, and a vehicle for prompt internal reporting and accountability to assure adherence to theCode. It is, therefore, your responsibility to apply the principles set forth in this Code in a responsible fashion and with the exercise of good business judgment. 

Certain parts of this Code may apply specifically to “executive officers.” Executive officer means a member of the Company’s or its subsidiaries’ management so designated by resolutionof the Board of Directors. 

The policies and procedures contained in this Code do not constitute a legal contract and may be changed, modifiedor discontinued from time to time without notice (except as required by law) and in the sole discretion of the Company. Failure to adhere to these policies and procedures may result in disciplinary action up to and including dismissal. 

Except as otherwise provided by written agreement or applicable law, persons employed by the Company or its subsidiaries are employed at will, and theCompany reserves the right to take employment action, including termination, at any time for any reason without notice. 

**TABLE OF CONTENTS**

 

Financial Policies
   3  
Conflicts of Interest
   4  
Accepting Gifts and Gratuities
   5  
Corporate Opportunities
   6  
Equal Employment Opportunity, Harassment and Sexual Harassment
   6  
Illegal and Impairing Substances
   7  
Workplace Violence
   7  
Marketing Practices and Antitrust
   8  
Computer Networks, Voice Mail, E-Mail and the Internet
   8  
Confidential Information
   10  
Examinations, Government Investigations and Litigation
   12  
Detailed Policies and Procedures
   12  
Administration of the Code of Ethics and Business Conduct
   12  
Contacts
   16  
*****NOTE:****Throughout the Code of Ethics and Business Conduct, the term “Company” refers toMadison Bancorp, Inc. and/or the subsidiary in which an employee works, depending on context.*

**FINANCIAL POLICIES**

**Use of Company Assets**

The Company’sassets are to be used exclusively in the pursuit of the Company’s business except for minimal personal use authorized by your supervisor in accordance with other Company policies. The Company’s assets include equipment, facilities,supplies, services such as telephones and computer networks, and the time and efforts of its employees. You should not use Company assets for personal gain or convenience, or make Company assets available for the gain or convenience of anyone else,or for any purpose other than conducting the Company’s business unless you have management authorization to do so. 

**Authority to MakeCommitments**

Only specific employees are authorized to make financial or other commitments on behalf of the Company. Commitments might besuch things as approving a loan or other extension of credit, ordering equipment or materials, authorizing business travel, approving payment of an invoice or expense report, authorizing budgets or budget overruns, signing leases or other contracts,selling Company assets, settling litigation or other claims, borrowing money, setting compensation or employee benefits, making charitable contributions and other transactions. These authorizations are in writing and are governed by corporatepolicies. You should not make a Company commitment unless you have the authority to do so. 

**Bribes and Other Illegal Corporate Payments**

The use of Company funds for payments to any individual, company or organization for the purpose of obtaining favorable treatment

in securing business or other special considerations is prohibited. This policy does not prohibit normal and customary business expenses such as reasonable entertainment, trade organization duesor similar expenses that are allowed by applicable Company policies, which must be properly reported on an appropriate expense report form. 

**Relations with Government Employees**

TheU.S. government has various regulations prohibiting government personnel from accepting entertainment, gifts, gratuities or other business courtesies that may be acceptable in the private commercial sector. All Company employees who may have to makethese sorts of judgments must understand and comply with the letter and intent of such regulations. 

**Integrity of Records and Reports**

The Company’s accounting records are relied upon to produce reports to the Company’s management, shareholders, governmentagencies and others. All Company accounting records and reports produced from those records shall be kept and presented in a timely fashion and in accordance with the laws of each applicable jurisdiction. Such records and reports must accurately andfairly reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses. 

Responsibility for accurate and completefinancial records does not rest solely with the Company’s accounting employees. All employees involved in approving transactions, supplying supporting information for transactions and determining account classifications have responsibility forcomplying with our policies. 
 
 
3 

**Reports to Management**

The same high standards required in the Company’s external reporting apply to financial reports to management. Accruals and estimates included in internal reports (such as business plans, budgets andforecasts) shall be supported by appropriate documentation and based on good-faith judgment. 

**Payments and Disbursements**

All payments made by or on behalf of the Company must be documented in the accounting records with appropriate approval(s) and an adequate description ofthe business purpose of the disbursement. 

**Cash Deposits and Bank Accounts**

All cash received by the Company shall be promptly recorded in the accounting records and deposited in a bank account properly authorized by the Company. All bank accounts and other cash accounts shall beclearly and accurately recorded in the accounting records. No unrecorded accounts, funds or assets shall be established for any purpose. 

**Cooperation with Inquiries**

Employeesshall provide complete and accurate information in response to inquiries from the Company’s internal and outside independent auditors as well as the Company’s legal counsel. 

**CONFLICTSOF INTEREST**

You must carryout your professional responsibilities with integrity and with a sense of loyalty to the Company. You must avoid any situation that involves a possible conflict or an appearance of a conflict of interest between your personal interests and theinterests of the Company.

Knowingly acting in a manner that presents a conflict between your personal interests and the best interests of the Company is a violation of this Code. 

A conflict of interest cannot be defined precisely, only illustrated. The basic factor that exists in all conflict situations is a division of loyaltybetween the Company’s best interests and the personal interest of the individual. Many, but not all, conflict situations arise from personal loyalties or personal financial dealings. It is impossible to list every circumstance giving rise to apossible conflict of interest, but the following illustrates the types of situations that may cause conflicts. 

**Family Members**

A conflict of interest may exist when the Company does business with or competes with an organization in which a family member has anownership or employment interest. “Family members” include a spouse, parents, children, siblings and in-laws. You may not conduct business on behalf of the Company with family members or an organization with which you or a family member isassociated unless you receive prior written approval under this Code. 

**Ownership in Other Businesses**

You cannot own, directly or indirectly, a significant financial interest in any business entity that does business with or is in competition with theCompany unless you receive prior written approval under this Code. As a guide, “a significant financial interest” is defined as ownership by an employee and/or family members of more than 1% of the outstanding securities/capital value of acorporation or that represents more than 5% of the total assets of the employee and/or family members. 
 
 
4 

**Outside Employment**

Employees must keep outside business activities, such as a second job or self-employment, completely separate from the employee’s activities with the Company. Employees may not use Company assets,facilities, materials, or services of other employees for outside activities unless specifically authorized by the Company, such as for certain volunteer work. 

**Disclosure Required -*****When in Doubt, Ask!*******

You should avoid any actualor apparent conflict of interest. Conflicts can arise unexpectedly and prompt disclosure is *critically important*. Employees must disclose existing or emerging conflicts of interest (including personal relationships that could reasonably beconsidered to create conflicts) to their manager and follow the guidance provided. Executive officers and directors must disclose existing or emerging conflicts of interest to the President and Chief Executive Officer. 

**ACCEPTING GIFTSAND GRATUITIES**

**Accepting Things of Value**

Except asprovided below, you may not solicit or accept for yourself or for a third party anything of value from anyone in return for any business, service or confidential information of the Company. Things of value include gifts, meals, favors, services andentertainment. The purpose of this policy is to ensure that the Company’s business is safeguarded from undue influence of bribery and personal favors. 

The solicitation of and acceptance of things of value is generally prohibited by the Bank

Bribery Act. Violations may be punished by fines and imprisonment. 

**PermittedTransactions**

The following transactions are permitted and will be considered as exceptions to the general prohibition against acceptingthings of value: 

 
 • 
Acceptance of gifts, gratuities, amenities or favors based on family or personal relationships when the circumstances make clear that it is thoserelationships, rather than the business of the Company, that are the motivating factors; 

 
 • 
Acceptance of meals, refreshments, travel arrangements, accommodations or entertainment, all of a reasonable value, in the course of a meeting or otheroccasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expense would be paid for by the Company as a reasonable business expense if not paid for by another party;

 
 • 
Acceptance of advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars and similar items;

 
 • 
Acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers; 

 
 • 
Acceptance of gifts of reasonable value related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, birthdayor holiday; or 

 
 • 
Acceptance of civic, charitable, education or religious organizational awards for recognition of service and accomplishment.
 
 
5 

**Other Transactions**

If you are offered or receive something of value beyond what is permitted in this Code, you must obtain prior approval before you may accept or keep it. Transactions other than those described above maybe approved so long as approval is consistent with the Bank Bribery Act. If you are at all uncertain as to whether you may accept something of value, do not hesitate to ask. 

**CORPORATE OPPORTUNITIES**

Directors and officers of theCompany stand in a fiduciary relationship to the Company. It is a breach of this duty for any such person to take advantage of a business opportunity for his or her own personal profit or benefit when the opportunity is within the corporate powersof the Company and when the opportunity is of present or potential practical advantage to the Company, unless the Board of Directors knowingly elects not to avail itself of such opportunity and the director’s or officer’s participation isapproved in advance by the Board. It is the policy of the Company that no director or executive officer appropriate a corporate opportunity without the consent of the Board of Directors. 

**EQUAL EMPLOYMENT OPPORTUNITY, HARASSMENTAND SEXUAL HARASSMENT**

**Equal Employment Opportunity**

It is thepolicy of the Company to provide equal employment opportunity in full compliance with all federal, state and local equal employment opportunity laws and regulations.

**Harassment Prohibited**

The Company is committed to providing a work environment where all employees work free from harassment because of race, color, religion, age, gender, sexual orientation, national origin, disability or anycharacteristic protected by applicable law. The Company will not tolerate harassment by employees, supervisors, customers or others. 

Ourpolicy is essentially based on common sense: all employees should treat each other with respect and courtesy. Harassment in any form – including verbal and physical conduct, visual displays, threats, demands and retaliation – isprohibited. 

**What Constitutes Sexual Harassment**

The Equal Employment Opportunity Commission has guidelines that define sexual harassment as unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual naturewhen: 

 
 • 
Submission to such conduct is made either explicitly or implicitly a term or condition of an individual’s employment, or used as the basis foremployment decisions affecting such individual; or 

 
 • 
Such conduct creates an intimidating, hostile or offensive working environment. 

Sexual harassment can involve either a tangible employment action or a hostile work environment. Sexual harassment includes more than overt physical orverbal intimidation. Lewd or vulgar remarks, suggestive comments, posters, pictures and calendars, pressure for dates and sexual favors, and unacceptable physical contact are examples of what can constitute harassment.
 
 
6 

It is important to realize that what may not be offensive to you *may* be offensive to others. Youshould consider carefully the effect of your words and actions on others, and should not assume that another employee’s failure to object means that the employee welcomes the behavior at issue. 

The Company as a general matter does not seek to regulate the private social behavior of employees. However, intimate relationships between supervisorsand employees whom they directly supervise are discouraged. Because of the undesirable workplace repercussions that they may have, any such ongoing relationship should be disclosed to the supervisor’s department head. All employees shouldunderstand that no one at the Company has the authority to offer job benefits or threaten job disadvantages based on the provision of sexual favors. 

Sexual harassment also can occur among co-workers or result from behavior by contractors or other non-employees who have reason to interact with Company employees. Our policy extends to thesecircumstances as well. 

**Obligation to Report**

Any employee who has reason to believe that he/she is being harassed must promptly report the harassment. The official procedure for reporting violations or suspected violations of this policy is locatedon page 13 of this Code under the Heading “How to Report a Violation.” Do not allow an inappropriate situation to continue by not reporting it, regardless of who is creating the situation.

**Investigations**

As set forth in “Administration of the Code of Ethics and Business Conduct,” beginning on page 13, the Company will promptly investigate allegations of harassment and, to the extent possible,conduct such investigations confidentially. Any employee who is found to have violated this policy is subject to discipline or discharge. 

**No Retaliation**

The Company will nottolerate retaliation in any form against an employee who has, in good faith, reported an incident of harassment, and employees should not fear that such a report will endanger his/her job. 

**ILLEGALAND IMPAIRING SUBSTANCES**

You may not possess, use, sell, distribute or be under the influence of illegal drugs while on Company property or while conducting Company business anywhere. Such behavior is a violation of Companypolicy in addition to being a violation of the law. 

When reporting for work and throughout the work day, you must be fit for duty at alltimes and, in particular, not pose a safety hazard to yourself or others through your use of alcohol or other legal, but impairing, substances. 

**WORKPLACE VIOLENCE**

The Company expressly prohibits any acts of violence or threats of violence by any Company employee against any other person in or about Company facilities or in connection with the conduct of Companybusiness elsewhere at any time. 
 
 
7 

You are prohibited from possessing firearms while on Company property or while conducting Company businessanywhere at any time unless authorized by the Company. 

**MARKETING PRACTICESANDANTITRUST**

**Marketing Practices**

The Company’s products and services must be sold fairly and honestly. You should not attempt to take advantage of anyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any other unfair practice. Many of the products and services provided by the Company are subject to laws and regulations that specify the information that must be provided to the Company’s customers. Itis the policy of the Company to comply fully with these disclosure requirements. 

**Antitrust**

The antitrust laws are intended to foster free and open competition and it is important that the Company comply with the letter and the spirit of suchlaws. Agreements that reduce business competition are a core concern of the antitrust laws and violations may result in severe civil and criminal penalties to the Company and to individuals. Antitrust laws pertain to dealings with customers andsuppliers as well as competitors. 

In some cases, depending on the circumstances, the antitrust laws prohibit discussions among competitorsabout competitively sensitive subjects. The most serious antitrust violations are agreements among competitors that directly restrict competition among them.

These include agreements: 

 
 • 
To raise, lower or stabilize prices; 

 
 • 
To divide the areas in which they will do business or the customers they will serve; or 

 
 • 
To refuse to deal with certain customers or suppliers. 

Conduct intended to drive a competitor out of business may also violate antitrust laws. It is the policy of the Company to fully comply with all applicable antitrust laws. 

Antitrust is a complex area of the law and violations have serious consequences for the Company and for individuals personally. The Company’s legalcounsel should be consulted with any questions. 

**COMPUTER NETWORKS, VOICEMAIL, E-MAILANDTHE INTERNET**

Many Company employees dependon access to computer networks, voice mail, e-mail and/or the Internet to do their jobs. These tools come with risks and responsibilities that all employees must understand and accept. 

You must use these resources only for the business activities of the Company (except as described under “Authorized Uses” on page 9) and: 

 
 • 
Properly identify yourself in electronic communication; 

 
 • 
Use only your own password and user ID to gain access to systems or data; 

 
 • 
Accept full personal responsibility for the activities undertaken with your password and user ID;
 
 
8 

 • 
Delete e-mail, voice mail and other electronic files in accordance with applicable record retention policies; and 

 
 • 
Comply with the computer security policies of the Company and conduct yourself in a manner that protects the Company from damage, theft, waste andviolations of the law, including: 

 
 • 
Protecting against exposure to potentially destructive elements, intentional (viruses, sabotage, etc.) or unintentional (bugs); and

 
 • 
Protecting against unauthorized access to Company information or resources (hacking). 

**Company Property and Privacy**

Computernetworks and electronic communications systems, and all messages and log files generated on or handled by them (including back-up copies), are considered to be the property of the Company. 

There should be no expectation of privacy in these electronic interactions. The Company may monitor the content of your electronic communications or monitor the content of server log files to review whatWeb sites or other Internet locations you have visited and what files you may have sent or received. Computer networks, e-mail systems, voice mail systems and server logs are monitored regularly to support routine and non-routine activities such asoperations, maintenance, auditing, security and investigations. You should also keep in mind that, as a matter of law, the Company may be called upon to turn over this information to law enforcement and private litigants. You may not intercept ordisclose, or assist in intercepting or disclosing, electronic communications or Internet activity except

as specifically provided above and only then with appropriate authorization. 

**Authorized Uses**

Company computernetworks, e-mail and voice mail systems and Internet access generally must be used only for Company business activities. Incidental personal use is permitted if it: 

 
 • 
Doesn’t preempt or interfere with any Company business activity or with employee productivity; and 

 
 • 
Consumes only a trivial amount of Company resources. 

Incidental personal use is subject to the same policies as business use. 

**Prohibited Uses**

Under no circumstances should Company computer networks, e-mail and voice mail systems or Internet access be used: 

 
 • 
For any illegal activity; 

 
 • 
To communicate offensive sexual, racial or other remarks, jokes, slurs and obscenities; 

 
 • 
For private business, commercial or solicitation activities; 

 
 • 
For chain-letter communications of any kind; 

 
 • 
For charitable endeavors that are not Company-sponsored or authorized, including any fundraising; 

 
 • 
For gambling; or 

 
 • 
For pornography.
 
 
9 

Additional uses may be prohibited or limited by other provisions of this Code or by other Company policies.

**CONFIDENTIAL INFORMATION**

Many employees learn confidential Company information in the course of their jobs and use it to perform important functions. It is vitally important that all employees handle confidential informationproperly. 

There are two major concerns: 

 
 • 
Preventing the release of unauthorized or inappropriate information that might adversely affect the Company’s business; and

 
 • 
Avoiding violations of the law, particularly the securities laws relating to disclosure of material financial information before the information ismade public. 

**What is Confidential Information?**

What follows is not a complete list of what is considered to be confidential information, but it illustrates what is typically confidential unless it has been disclosed by the Company in a securitiesfiling, press release, or other authorized formal or official public communication: 

 
 • 
Financial results, budgets or forecasts; 

 
 • 
Business plans, operating plans, strategy statements, memos, operating manuals, organization charts and other internal communications;

 
 • 
Company investments, acquisitions or divestitures; 

 
 • 
New products, processes or designs; 

 
 • 
Whether a product or business is meeting financial or other expectations; 

 
 • 
Business relationships or the terms of any business arrangement, including prices paid or received by the Company; 

 
 • 
Customer data such as customer names and addresses or any confidential personal or business information of the customer; 

 
 • 
Advertising and marketing plans and campaigns; 

 
 • 
Wages and salaries, bonus or compensation plans, notices to employees or unannounced personnel changes; and 

 
 • 
Personal information about any employee. 

In general, if information about the Company has not been made public by the Company, it should be treated as confidential. 

**Non-Disclosure and Non-Use**

You may not disclose to unauthorized persons or use for yourown personal advantage or profit, or the advantage or profit of another, any confidential information that you obtain as a result of your position with the Company. This includes not only financial analysts and the press, but also businessassociates, family members and personal friends. It is a serious mistake to disclose such information to anyone simply because you are confident that that person will neither try to benefit from it nor disclose it to others. 

Your obligations not to disclose the Company’s confidential information and not to use it for unauthorized purposes continue after your affiliationwith the Company ends. 
 
 
10 

**Privacy of Customer Information**

The Company is entrusted with important information about individuals and businesses. It is essential that you respect the confidential nature of this information. The Company is legally obliged toprotect the privacy of a consumer’s personal financial information. The Company’s privacy practices are set out in a privacy policy that is circulated to our customers and made available to the public. All employees are expected to adhereto the Company’s privacy policy. 

**Public Disclosures**

You may be asked for information about the Company by the media, trade groups, consultants and others collecting information for various purposes. You should not make public statements on behalf of theCompany or provide confidential information in response to external inquiries unless you have been authorized to do so. 

**Proper Disclosures**

Some employees must disclose confidential Company information as a part of their job responsibilities. This policy on confidentialinformation is not intended to prohibit such authorized disclosures. 

A few examples of situations in which confidential information mightproperly be disclosed are: 

 
 • 
Disclosure of operational data to vendors or consultants in connection with providing services to the Company; 

 
 • 
Participation in legitimate and authorized industry surveys;
 • 
Providing data to governmental agencies as part of required filings; or 

 
 • 
An authorized employee responding to media or financial analyst inquiries. 

You should be certain that you understand what you have been authorized to disclose, and to whom, prior to disclosing any confidential information. 

**“Inside” Information and Insider Trading**

You must not trade in the Company’s stock when you have material information about the Company that is not yet public. Material information is information that would reasonably be expected to either(1) affect the price of securities issued by the Company or (2) be important to an investor in deciding whether to buy, sell or hold securities issued by the Company. Furthermore, you must not communicate material non-public information topersons outside the Company so that they may profit from transactions in the Company’s securities. 

**Engaging in insider trading, orproviding confidential information that is used in insider trading, is illegal and can result in substantial fines and criminal penalties to you.**

The Company maintains a policy on insider trading that provides more complete guidance on this subject, including rules on trading in Company securities by executive officers, directors and employees whohave access to certain financial information. 

You should call the President and Chief Executive Officer with any questions about buying orselling of Company stock. 
 
 
11 

**EXAMINATIONS, GOVERNMENT INVESTIGATIONSAND LITIGATION**

**Regulatory Examinations**

The Company and its subsidiaries are subject to examination by federal banking regulators. It is Company policy to cooperate fully with the Company’s regulators. 

**Government Investigations**

It is Companypolicy to cooperate with reasonable and valid requests by federal, state or local government investigators. At the same time, the Company is entitled to all the safeguards provided in the law for persons under investigation, including representationby counsel. 

Accordingly, if a government investigator requests an interview with you, seeks information or access to files, or poses writtenquestions, he/she should be told that you must first consult with the Company’s legal counsel. You should immediately contact the President and Chief Executive Officer, who will then provide advice as to further action. 

**Penalties**

You should be aware thatcriminal sanctions could be imposed upon any person who submits false or misleading information to the government in connection with any regulatory examination or government investigation. Full cooperation and proper legal supervision of anyresponse in connection with a regulatory examination or government investigation is essential from both corporate and individual viewpoints.

**Litigation**

In the event any litigation is begun or threatened against the Company, notify the President and Chief Executive immediately, even if the action or threats appear to be without merit or insignificant.

**Preservation of Records**

Allrecords relating to the business of the Company shall be retained as required by the Company’s record retention guidelines. Notwithstanding such guidelines, under no circumstances shall any records known to be the subject of or germane to anyanticipated, threatened or pending lawsuit, governmental or regulatory investigation, or bankruptcy proceeding be removed, concealed or destroyed. 

**DETAILED POLICIESAND PROCEDURES**

This Code does not contain all of the policies of the Company or all of the details of the policies that are included. The Company has written policies and procedures that provide more information on someof the topics in this Code of Ethics and Business Conduct. 

Talk to your supervisor about the Company’s policies and procedures that youare responsible for following in your job and make sure that you have reviewed and understand them. 

**ADMINISTRATIONOFTHE CODEOF ETHICSAND BUSINESS CONDUCT**

**Every Employee Has an Obligation to:**

 
 • 
***Comply*** with this Code of Ethics and Business Conduct, which prohibits violation of local, state, federal or foreign laws and regulationsapplicable to our businesses, and requires compliance with all Company policies; 
 
 
12 

 • 
***Be familiar*** with laws and Company policies applicable to his/her job and communicate them effectively to subordinates;

 
 • 
***Ask questions*** if a policy or the action to take in a specific situation is unclear; 

 
 • 
***Be alert*** to indications and/or evidence of possible wrongdoing; and 

 
 • 
***Report*** violations and suspected violations of this Code of Ethics and Business Conduct to the appropriate person as described in“How to Report a Violation” below and elsewhere in this Code. 

The Company’s managers have a particularresponsibility to notice and question incidents, circumstances and behaviors that point to a reasonable possibility that a violation of this Code has occurred. A manager’s failure to follow up on reasonable questions is, in itself, a violationof Company policy. 

**How to Ask a Question**

Whenever possible, an employee should work with his/her immediate supervisor to get answers to routine questions. 

If a supervisor’s answer does not resolve a question or if an employee has a question that he/she cannot comfortably address to his/her supervisor, he/she should go to the Human Resources Department.

Executive officers and directors may bring any questions to the Chairman of the Board or the Chairman of the Audit Committee.

**How to Report a Violation**

Any employee having information about a violation (or suspected violation) of this Code should report the violation in writing to the Human Resources Department. 

Executive officers and directors may submit any reports of violations (or suspected violations) of this Code in writing to the President and ChiefExecutive Officer. 

If the violation involves the President and Chief Executive Officer, then the employee should report the violation byinforming the Chairman of the Audit Committee. 

Concerns regarding questionable accounting or auditing matters should be handled under theprocedures for confidential, anonymous submissions established by the Audit Committee. 

**Follow-up to the Report of a Violation**

The Human Resources Department may arrange a meeting with the employee to allow the employee to present a complete description of thesituation. The Human Resources Department will take the matter under consideration, including undertaking any necessary investigation or evaluation of the facts related to the situation and, after consultation with the President and Chief ExecutiveOfficer, shall render a written decision, response or explanation as expeditiously as possible. Individuals who are alleged to be involved in a violation will not participate in its investigation. 

**Determining Whether a Violation Has Occurred**

If the alleged violation of this Code concerns an executive officer or director, the determination of whether a violation has occurred shall be made by the Audit Committee of the Board of Directors, inconsultation with such legal counsel as the Audit Committee deems appropriate. 
 
 
13 

If the alleged violation concerns any other employee, the determination of whether a violation has occurredshall be made by the President and Chief Executive Officer, in consultation with legal counsel as such officers deem appropriate. 

Indetermining whether a violation of this Code has occurred, the committee or person making such determination may take into account to what extent the violation was intentional, the materiality of the violation from the perspective of either thedetriment to the Company or the benefit to the director, executive officer or employee, the policy behind the provision violated and such other facts and circumstances as they shall deem advisable. 

Acts or omissions determined to be violations of this Code by other than the Audit Committee under the process set forth above shall be promptly reportedby the Human Resources Department to the Audit Committee and by the Audit Committee to the Board. 

**Confidentiality**

Reports of suspected violations will be kept confidential to the extent possible and consistent with the conduct of an appropriate investigation.

**No Retaliation**

Retaliationin any form against an employee who has, in good faith, reported a violation of this Code will not be tolerated. 

**Consequences of aViolation**

Employees who violate this Code, or who fail to report violations of which they are aware or should be aware, will subjectthemselves to disciplinary action up to and

including dismissal. Some violations may also result in civil liability and/or lead to criminal prosecution. 

**Prior Approvals**

Whenever the requirement for prior approval appears in this Code, it meansthat a writing setting forth the pertinent facts of the situation under consideration shall be submitted according the following process. 

Ifa request for prior approval relates to an executive officer or director, the determination with respect to the approval shall be made by the Audit Committee of the Board of Directors, in consultation with such legal counsel as the Audit Committeedeems appropriate. 

If a request for prior approval relates to any other employee, the determination shall be made by the President and ChiefExecutive Officer, in consultation with the Human Resources Department, unless the matter is quantitatively or qualitatively material or outside the ordinary course of business, in which case such determination shall be made by the Audit Committee.

All approvals (other than those approved by the Audit Committee) shall be promptly reported to the Audit Committee. 

**Waivers**

You must request a waiver of aprovision of this Code if there is a reasonable likelihood that your contemplated action will violate the Code. 

If a waiver request relatesto an executive officer or director, the determination with respect to the waiver shall be made by the Audit Committee of the Board of Directors, in consultation with such legal counsel as
 
 
14 

the Audit Committee deems appropriate. Any waivers granted by such committee shall be submitted to the Board for ratification. 

If a waiver request relates to any other employee, the determination shall be made by the President and Chief Executive Officer, unless the matter is quantitatively or qualitatively material or outsidethe ordinary course of business, in which case such determination shall be made by the Audit Committee. 

All waivers of this Code (other thanthose approved by the Audit Committee) shall be promptly reported to the Audit Committee. 

Waivers will not be granted except underextraordinary or special circumstances. 

Any waivers of this Code for any executive officer or director of the Company must promptly bedisclosed to shareholders. 

**Updates and Changes**

This Code will be reissued from time to time to remind employees, officers and directors of its specifics and to make changes and clarifications based on experience and suggestions.
 
 
15 

**CONTACTS**

Michael Gavin 

President and Chief Executive Officer 

(410) 529-7400 

Kay Webster 

Secretary and Treasurer 

Richard Funke

Chairman of the Audit Committee 

8615 Ridgely’s Choice Drive, Suite 111 

Baltimore, Maryland 21236 

(410) 398-0344

 
16