Exhibit 14
Penn Security Bank & Trust Company
Personnel Policies and Procedures

Section                    Employee Conduct
Policy Number              ECP-003
Effective Date             March 22, 2005
Supersedes                 March 25, 2003
Subject:                   Code of Conduct - Bribery - Acceptance of Gifts -
                             Conflicts of Interest Policy

Code of Ethical Conduct

CORPORATE STATEMENT

Penseco Financial  Services  Corporation and its wholly owned  subsidiary,  Penn
Security Bank & Trust Company and any of its subsidiaries (collectively known as
the "Bank"),  value their reputations for integrity and adherence to the highest
ethical standards. The Bank believes it is appropriate and desirable to make the
following  statement of principles  that guide its business  conduct in order to
reaffirm its commitment to those  principles,  to emphasize to its employees the
standards of conduct  required of them,  and to assure that such  standards  are
observed.

The  business  operations  and  activities  of the Bank are affected by laws and
regulations  as well as its  responsibilities  to its  stockholders,  customers,
employees and the communities which it serves. This Code of Conduct provides the
basis for  ensuring  that the  conduct of its  employees,  officers,  directors,
agents, or attorneys (collectively known as "employees"), is consistent with the
institution's corporate responsibilities.

This Code of Conduct  embodies not only legal and regulatory  requirements,  but
also standards by which our employees must conduct themselves.

COMPLIANCE WITH APPLICABLE LAWS

All Bank  employees  shall fully comply with all applicable  governmental  laws,
rules and regulations.

CONFLICT OF INTEREST

An  organization's  reputation  for integrity is its most valuable  asset and is
directly  affected by the conduct of its employees.  For this reason,  employees
may not use their position for private gain, to advance personal  interests,  or
to obtain favors or benefits for themselves,  members of their families,  or any
other individuals, corporations or business entities.

A basic  premise of this Code of Conduct is that each  employee  represents  the
Bank and is obligated to act in its best interest,  and in the best interests of
its customers and  stockholders,  without regard to the  employee's  personal or
financial interest or activities.  Employees are expected to recognize and avoid
those  situations where personal or financial  interests  influence or appear to
influence  the  employee's  judgment on matters  affecting our  institution.  In
addition,  we require that all  employees  disclose all  potential  conflicts of
interest,  including those in which they have been  inadvertently  placed due to
either business or personal  relationships with customers,  suppliers,  business
associates or competitors of the Bank.

Employees should  understand that a conflict of interest may arise when there is
a mere opportunity for conflict to occur.  Although  employees may not intend to
create a conflict of interest,  they should  manage their  affairs to avoid even
the appearance of such a conflict.  If an employee has any doubt about a certain
situation,  the  employee  should  contact  his/her  supervisor  to  discuss  it
immediately.


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CONFIDENTIAL INFORMATION

The  unauthorized  use or release of  confidential  information  during or after
employment  with the  Bank is a breach  of this  Code of  Conduct.  Confidential
information  with respect to the Bank,  its  customers,  prospective  customers,
suppliers,  shareholders, and employees acquired in the course of business is to
be used solely for corporate purposes and never to be discussed with or divulged
to  unauthorized  people.  The need for  confidentiality  extends  to  everyone,
including family, friends and acquaintances.  Customers, suppliers, shareholders
and employees  expect the Bank and its employees to keep  information  regarding
their personal and business affairs in strict confidence at all times.  Examples
of  confidential  information  include  but are not  limited  to the  following:
customers,  suppliers,  shareholders or employees  personal  information such as
social security numbers,  business  relationships,  loans,  accounts,  balances,
credit  ratings,  experiences,  or any other  transaction  with the Bank.  Other
examples of confidential  information include, but are not limited to, corporate
policies,  objectives,  goals and  strategies;  lists of clients,  customers  or
vendors;  employee  records;  and other  materials  such as  graphs,  memoranda,
documents,  manuals,  reports, records, software or hardware for use in computer
or  word  processing  equipment,  training  materials,  bulletins,  and  similar
originals or copies of records. Confidential Information is the sole property of
the Bank,  even if the  Employee  helped  acquire or develop  such  Confidential
Information.  When an employee  leaves the Bank, the employee may not retain any
confidential  information  in either  hard  copy or  electronic  form,  and such
property  shall at all times  remain  the  property  of the  Bank.  Confidential
information  available to one affiliate or department of the Bank should only be
communicated  to other  affiliates  or  departments  when there is a  legitimate
business need to know.

INSIDER TRADING

Clarification on "Inside Information."  Securities  regulations,  which regulate
transactions in corporate securities (stocks and bonds), impose severe sanctions
against the use, by anyone,  of inside  information  in the purchase and sale of
securities  for their own benefit and profit.  An  employee's  position with the
Bank may provide that employee with access to "material non-public information."
The "insider"  includes not only the employee but also family members,  friends,
brokers,  or anyone whom the  information  is  communicated  to by the employee.
"Material non-public  information" includes information that is not available to
the  public  at large,  which  would be  important  to an  investor  in making a
decision to buy, sell or retain a security.  Common examples of information that
will  frequently be considered  material are as follows:  projections  of future
earnings or losses; news of a pending or proposed merger or acquisition;  tender
offer or exchange offer; news of a significant sale of assets or the disposition
of a subsidiary;  changes in dividend  policies,  or the  declaration of a stock
split,  or the offering of  additional  securities;  declaration  of a quarterly
dividend,  significant  changes  in  management;  significant  new  products  or
discoveries;  or impending financial liquidity problems. It should be noted that
either  positive  or  negative  information  may be  material.  An  employee  in
possession of "material non-public  information" shall not pass that information
onto  others,  and shall not purchase or sell a security or recommend a security
transaction in the employee's own account,  the account of a family member,  the
account  of the Bank any  customer  of the Bank or any other  person.  After the
information  has  been  publicly  disclosed  through  appropriate  channels,  an
employee should allow a reasonable time to elapse (at least three business days)
before trading in the security, to allow for public dissemination and evaluation
of the  information.  The use or  disclosure of such  information  can result in
civil  or  criminal  penalties  under  federal  securities  laws,  both  for the
individual concerned and the Bank.

FINANCIAL ACCOUNTABILITY AND INTERNAL CONTROLS

The Bank has numerous internal control policies and procedures. The Bank expects
all  employees  to be familiar  with and  operate  within  established  internal
controls.  The Bank's internal and external auditors periodically audit internal
control  policies,  procedures and compliance in order to assess the sufficiency
of these controls.  All employees  involved in these periodic  assessments shall
provide   accurate   information   and  shall  complete  the  internal   control
certifications in a timely manner.

Bank employees will be denied access to work areas during mandatory time off and
shall not be allowed to remove documents, computer files or work papers from the
Bank's premises during this time.


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INTEGRITY OF ACCOUNTING AND FINANCIAL INFORMATION

The Bank  maintains  the highest  standards  in  preparing  the  accounting  and
financial  information disclosed to the public. There should never be issued any
information that is false, misleading,  incomplete, or would lead to mistrust by
the public, our customers, or our stockholders.  All accounting records shall be
compiled accurately, with the appropriate accounting entries properly classified
when entered on the books.

No payments on behalf of the Bank shall be approved or any transaction made with
the intention or understanding that part or all of such payment will be used for
any purpose other than that  described by the documents  supporting it. No fund,
asset,  or  liability  of the Bank  shall,  under any  circumstances  or for any
purpose, be concealed or used for an unlawful or improper purpose.

EMBEZZLEMENT, THEFT, MISAPPLICATION OF FUNDS AND RELATED FRAUDS

The Bank holds each employee  responsible for maintaining  accurate and complete
records. Anyone who embezzles,  steals, or willfully misappropriates any monies,
funds,  or credits of the Bank is subject to fine or  imprisonment  or both. The
Bank is required to report, via a Suspicious Activity Report, and will prosecute
any employee or board member suspected of any suspicious or embezzlement-related
activity.  Employees are required to cooperate with  investigations of any kind,
including  code of  conduct  violations;  failure  to  cooperate  may  result in
disciplinary actions.

Employees' credit reports,  accounts,  and personal financial  statements may be
reviewed by the  Director of Internal  Audit,  the Bank  Security  Officer,  the
Information  Security  Officer  or Senior  Management  during  the  course of an
investigation  or at any time.  Employees  should  be  advised  that all  desks,
lockers, cabinets and similar places where things may be stored are the property
of the Bank and such items and locations may, after consultation with the Bank's
Chief Legal  Counsel,  be searched by the Bank's senior  management.  Therefore,
employees should not expect that personal items stored in work areas will not be
subject to searches by the Bank.

USE OF CORPORATE NAME AND LETTERHEAD

The Bank name,  logo or letterhead may not be used for any purpose other than in
the normal course of official company  business,  unless  expressly  approved by
senior management.

RECEIPT OF BENEFITS BY EMPLOYEES

It is a federal crime for any officer, director,  employee, agent or attorney of
the Bank to  corruptly  solicit,  demand or accept for the benefit of any person
anything  of  value  from  anyone  in  return  for  any  business,   service  or
confidential  information  of the Bank  intending to be  influenced or rewarded,
either before or after a transaction is discussed or  consummated.  Although all
transactions  and businesses are covered,  some examples  include  extensions of
credit,  underwriting  transactions,  investment advice, trust matters, checking
accounts and  purchases  from  suppliers.  The person who  improperly  offers or
promises  something  of value  under these  circumstances  is guilty of the same
offense. Substantial criminal penalties can result from noncompliance.


Although  acceptance  of things of value in  connection  with Bank  business  is
generally  prohibited,  an  employee  may  accept  meals,  refreshments,  travel
arrangements or accommodation, or entertainment, all of reasonable value, in the
course of a meeting or other  occasion the purpose of which is to hold bona fide
business  discussions  or to foster  better  business  relations,  provided  the
benefit would be paid for by the Bank as a reasonable expense if not paid for by
another party;  advertising or  promotional  material of nominal value,  such as
pens, pencils, note pads, key chains,  calendars and similar items; discounts or
rebates on merchandise  or services that do not exceed those  available to other
customers;  gifts of modest value that are related to commonly recognized events
or occasions, such as a promotion, new job, wedding, retirement,  Christmas, bas
or bar mitzvah;  civic,  charitable,  educational  or  religious  organizational
awards for recognition of service and  accomplishment.  However, an employee may
not receive


<PAGE>


things of value for purely  personal  benefit,  or for the  personal  benefit of
anyone other than the Bank, which serve no demonstrable business purpose.  Gifts
of cash in any amount are expressly prohibited.

On a case-by-case basis the Bank may approve other circumstances,  not described
herein,  in which employees may accept something of value in connection with the
Bank business.  Approval may be given by senior  management,  after consultation
with legal counsel,  in writing on the basis of a full written disclosure of all
relevant facts submitted by the employee, providing compliance with federal law.
Whenever any situation arises with regard to matters concerning things of value,
you must make full  disclosure  to the  Bank's  senior  management  and  receive
management's  written  response.  Permanent  files  must  be  maintained  of all
disclosures and responses.

OFFERING BENEFITS BY EMPLOYEES

Employees may not, on behalf of the Bank in connection  with any  transaction or
business of the Bank directly or indirectly give,  offer, or promise anything of
value to any  individual,  business  entity,  organization,  governmental  unit,
public  official,  political  party  or any  other  person  for the  purpose  of
influencing  the  actions  of the  recipient.  This  standard  of conduct is not
intended  to  prohibit  normal  business  practices  such  as  providing  meals,
entertainment,  tickets to cultural  and  sporting  events,  promotional  gifts,
favors,  discounts,  price  concessions,  gifts given as token of  friendship or
special  occasions  (such  as  Christmas),  so long as they are of  nominal  and
reasonable  value  under  the  circumstances  and  promote  legitimate  business
interests

ESTATE MATTERS

No employee or member of an employee's family (with certain limited  exceptions)
may accept any  benefit  under a will or trust  instrument  of a customer of the
Bank with a value  greater  than $1,000  unless the  customer is a member of the
employee's  family or senior  management has approved,  after  consultation with
legal  counsel.  An employee  may never  demand,  request or solicit any benefit
under a will or trust instrument of a customer of the Bank.

No employee or member of an employee's family may act in any fiduciary  capacity
under a will,  trust, or other instrument of a customer of the Bank unless prior
senior  management  approval has been  obtained  after  consultation  with legal
counsel and the employee turns over any  commission or fees received.  This does
not apply to a will,  trust or other  instrument  established by a member of the
employee's family.

In all  estate  or  trust  matters  involving  employees  where  the  Bank  is a
fiduciary,  senior  management of the Bank must be consulted in advance in order
to ensure compliance with applicable laws and regulations.

OUTSIDE ACTIVITIES

Employees'  activities  must not  interfere or conflict with the interest of the
Bank.

Appropriate gainful employment outside the Bank system is permissible. Employees
may not engage in outside employment that interferes with the time and attention
that must be  devoted  to their  duties  at the Bank or  adversely  affects  the
quality of the work they perform.

Outside  employment may not compete or conflict with the activities of the Bank,
involve  any  use  of  Bank  equipment,   supplies,  or  facilities;  imply  its
sponsorship or support; or adversely affect the Bank reputation.  Employees must
disclose all outside employment to senior management.  Approval must be obtained
from the President of the Bank, by way of the Human Resources  office,  prior to
engaging in any outside employment.

The Bank  encourages  employees to  participate  in  worthwhile  civic,  social,
educational and charitable organizations and activities. However, employees must
not act without  senior  management  approval in the following  capacities;  any
signing capacity on any account of another,  except a family member, held in the
Bank  an  official   of  any   organization,   except  for  social,   religious,
philanthropic  or  civic   organization,   colleges  or  schools,   neighborhood
associations,  clubs  within  the Bank or trade  or  professional  organizations
associated with banking or business.


<PAGE>


PERSONAL FINANCES/BANK PROPERTY

The  manner  in which  employees  manage  their  personal  finances  can  affect
on-the-job  performance  and  the  Bank's  image  in  the  community.  Therefore
employees must avoid any circumstances that may lead to over extension of credit
or salary  attachments  or drawing checks  against  insufficient  funds or other
financially embarrassing situations.

Employees and their families should borrow only from financial institutions that
regularly  lend  money.  Borrowing  may be done only

on a normal basis with no favored  treatment.  Employees and their  families may
not borrow from  customers and  suppliers  except those who engage in lending in
the usual course of their business and then only on terms customarily offered to
others under similar  circumstances  without special  concessions as to interest
rate, terms, security, repayment terms and penalties.

The willful malicious tampering or removal of official documents, computer files
or work papers from Bank premises may be subject to prosecution.

EMPLOYMENT OF RELATIVES OR PERSONS HAVING CLOSE PERSONAL RELATIONSHIPS

To minimize  security risks and avoid  conflicts of interest,  immediate  family
members or other persons with whom an employee has close personal  relationships
will not work in the same  department,  be  placed  in  positions  where one may
supervise  another or be placed  where one may be in a position  of  processing,
tracking,  monitoring  or  recording  of  transactions  initiated  by the family
member. Exceptions to the policy must be approved by senior management.

If an employee wishes to do business on behalf of the Bank with a member of that
employee's immediate family or other relative or with a company where a relative
is an officer,  director,  or principal,  the employee  must first  disclose the
relationship and obtain written consent of the Chief Legal Counsel.

CONSENSUAL ROMANTIC RELATIONSHIPS

Consensual  "romantic"  or  sexual  relationships  between a  supervisor  and an
employee  may at  some  point  lead to  unhappy  complications  and  significant
difficulties for all concerned - the employee, the supervisor, and the Bank. Any
such relationship may, therefore,  be contrary to the best interest of the Bank.
If such  situations  exist within any  department  or branch within the Bank, it
shall be the responsibility and mandatory  obligation of the  supervisor/manager
to promptly  disclose the existence of the  relationship  to the Human Resources
department.  Upon  notification,  the Bank reserves the right to transfer either
party to another department/branch if such relationship exists.

DISCLOSURE AND RECORD KEEPING

If an employee believes he/she will be in violation of this Code of Conduct, the
employee must  disclose the facts of the  situation to his or her  supervisor or
other  appropriate  Bank officer.  Failure to do so is a separate breach of this
Code.

Disclosure shall describe in writing any  circumstances  which such employee has
accepted or been  offered  anything of value  which,  if  accepted,  would be in
violation  of the  above  general  rules  to the  President  or  Executive  Vice
President of the Bank. In addition,  any Bank employee/official must disclose in
writing all potential conflicts of interest,  including those in which they have
been  inadvertently  placed due to either business  personal  relationship  with
customers,  suppliers, business associates or competitors of the Bank. A file of
disclosures and responses will be maintained by the Bank.


<PAGE>


ACKNOWLEDGMENT

Every employee will be required to sign a statement annually or as updates occur
that he or she has read this Code of Conduct and  understands its provisions and
agrees to abide by them.  Employees  may also be  required to provide a periodic
acknowledgment.

SPECIAL PROVISION PURSUANT TO SECTION 406 OF SARBANES-OXLEY ACT

The following  provision,  pursuant to Section 406 of the Sarbanes-Oxley Act, is
applicable  to Penn  Security  Bank  and  Trust  Company's  principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller, or persons performing similar functions, notwithstanding anything to
the contrary stated herein:


Each of the above named employees  shall disclose in periodic  reports and other
documents that the company files with the Securities and Exchange  Commission or
any other agency of the U.S. government and in public communications made by the
company financial and other required  information that is full, fair,  accurate,
timely and understandable.

CODE OF CONDUCT VIOLATIONS

Suspicions of Code of Conduct  violations  and/or criminal  activity or business
abuses  must be  reported  immediately  to one's  supervisor,  the  Director  of
Internal  Audit,  the  Information  Security  Officer,  or a member of Executive
Management and to the Executive Vice President who is responsible  for adherence
to the code.  An  employee  may be held  personally  liable  for acts of willful
misconduct  or gross  negligence.  Any employee who violates any section of this
Code  of  Conduct  is  subject  to  disciplinary  action  up  to  and  including
termination.   This  description  of  Code  of  Conduct   violations  or  listed
inappropriate  conduct  is by no means  exhaustive  and it should not be assumed
that only the activities clearly banned in the policy are deemed unacceptable.

COMPLAINTS REGARDING ACCOUNTING, INTERNAL CONTROLS OR AUDITING MATTERS

Every  employee  has a duty to report to  management  and the Board of Directors
Audit Committee, concerns regarding accounting,  internal accounting controls or
auditing  matters and concerns  regarding  questionable  accounting  or auditing
matters.  Submissions  should be in writing  and mailed to the  Chairman  of the
Audit  Committee  at his home address and may also be delivered or mailed to the
President of the Bank.  Submissions may be made anonymously by mailing it to the
Chairman of the Audit Committee at the address shown on the  acknowledgment  and
agreement form to be signed by each employee with respect to this policy.


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CODE OF CONDUCT CERTIFICATION


I,  the  undersigned  employee,  officer,  director,  agent  or  attorney  (bank
official),  acknowledge  receipt of a copy of the rules,  exceptions thereto and
duty to disclose, relating to the Bank's Code of Conduct which also incorporates
requirements of the Bank Bribery Act proscribing  corrupt acceptance of anything
of  value  relating  to a  banking  transaction,  and  a  procedure  for  filing
complaints  regarding  accounting,  internal  controls or  auditing  matters and
concerns  regarding  questionable  accounting  or auditing  matters and agree to
comply fully therewith.




_______________________________                               ________________
Employee Signature                                                     Date



_______________________________
Print Employee Name






NOTICE:  Complaints  regarding  accounting,  internal  accounting  controls,  or
auditing matters should be in writing and mailed to Edwin J. Butler, Chairman of
the Audit Committee,  31 Sharon Drive E, Moosic, PA 18507 and may also be mailed
or  delivered  to the  President,  Craig W.  Best,  Penn  Security  Bank & Trust
Company,  150 N.  Washington  Avenue,  Scranton,  PA 18503 and may be  forwarded
anonymously.

Complaints regarding other violations of the Code of Conduct shall be filed with
Richard E. Grimm,  Executive  Vice  President  and also either your  supervisor,
Robert P. Heim, Director of Internal Audit, or Lynn Thiel,  Information Security
Officer.


Approved by the Board of Directors   March 22, 2005.