Exhibit 14



                           UNITED BANK OF PHILADELPHIA

                       CODE OF BUSINESS CONDUCT AND ETHICS

                        Adopted by the Board of Directors
                                on March 24, 2004

Introduction

     This Code of Business Conduct and Ethics (the "Code") of United Bank of
Philadelphia (the "Bank") covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets out basic
principles to guide all employees of the Bank, including our executive and
senior financial officers. All of our employees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. The Code
should also be provided to and followed by the Bank's agents and
representatives, including consultants.

     If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

     Those who violate the standards in this Code will be subject to
disciplinary action, up to (and including) termination of employment. If you are
in a situation that you believe may violate or lead to a violation of this Code,
follow the guidelines described in Section 14 of this Code.


1. Compliance with Laws, Rules and Regulations

     Obeying the law, both in letter and in spirit, is the foundation on which
the Bank's ethical standards are built. All employees must respect and obey the
laws of the cities, states and country in which we operate. Although not all
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.

     If requested, the Bank will hold information and training sessions to
promote compliance with laws, rules and regulations, including insider-trading
laws.


2. Conflicts of Interest

     A "conflict of interest" exists when a person's private interest interferes
in any way with the interests of the Bank. A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make it
difficult to perform his or her work for the Bank objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Bank. Loans to, or guarantees of obligations of,
employees and their family members may also create conflicts of interest.

     It is almost always a conflict of interest for a Bank employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Bank policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
bring it to the attention of a supervisor, manager or other appropriate
personnel or consult the procedures described in Section 14 of this Code.


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3. Insider Trading

     Employees who have access to confidential information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Bank should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal. In order to assist with compliance with laws against insider
trading, the Bank has adopted a specific policy governing employees' trading in
securities of the Bank. This policy has been distributed to every employee. If
you have any questions, please contact President and CEO to discuss.


4. Corporate Opportunities

     Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Bank directly or indirectly.
Employees, officers and directors owe a duty to the Bank to advance its
legitimate interests when the opportunity to do so arises.


5. Competition and Fair Dealing

     We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Bank's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.

     The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Bank employee, family member of an employee
or agent unless it: (1) is not a cash gift, (2) is consistent with customary
business practices, (3) is not excessive in value, (4) cannot be construed as a
bribe or payoff, and (5) does not violate any laws or regulations. Please
discuss with your supervisor any gifts or proposed gifts which you are not
certain are appropriate.


6. Discrimination and Harassment

     The diversity of the Bank's employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind. Examples
include, but are not limited to, derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.


7. Health and Safety

     The Bank strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

     Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

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8. Record-Keeping

     The Bank requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

     Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your Chief Financial Officer.

     All of the Bank's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Bank's
transactions and must conform both to applicable legal requirements and to the
Bank's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

     Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos and formal reports. Records should
always be retained or destroyed according to the Bank's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the highest level of management.


9. Confidentiality

     Employees must maintain the confidentiality of confidential information
entrusted to them by the Bank or its customers, except when required by laws or
regulations. Confidential information includes all non-public information that
might be of use to competitors, or harmful to the Bank or its customers, if
disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment ends.


10. Protection and Proper Use of Bank Assets

     All employees should endeavor to protect the Bank's assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the Bank's
profitability. Any suspected incident of fraud or theft should be immediately
reported for investigation. Bank equipment should not be used for non-Bank
business, though incidental personal use may be permitted.

     The obligation of employees to protect the Bank's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate Bank
policy. It could also be illegal and result in civil or even criminal penalties.


11. Payments to Government Personnel

     The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

     In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Bank policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules.


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12. Waivers of the Code of Business Conduct and Ethics

     Any waiver of this Code for executive officers or directors maybe made only
by the Board of Directors or the Audit Committee of the Board of Directors
responsible for ethics oversight and will be promptly disclosed as required by
law or stock exchange regulation.


13. Reporting any Illegal or Unethical Behavior

     Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Bank not to allow retaliation for reports of misconduct by others
made in good faith by employees. Employees are expected to cooperate in internal
investigations of misconduct. Further, any employee may submit a good-faith
concern regarding questionable accounting or auditing matters without fear of
dismissal or retaliation of any kind.


14. Compliance Procedures

     We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred. Since we cannot anticipate every situation that will arise, it is
important that we have a way to approach a new question or problem. These are
the steps to keep in mind:

o    Make sure you have all the facts. In order to reach the right solutions, we
     must be as fully informed as possible.

o    Ask yourself: What specifically am I being asked to do? Does it seem
     unethical or improper? This will enable you to focus on the specific
     question you are faced with, and the alternatives you have. Use your
     judgment and common sense; if something seems unethical or improper, it
     probably is.

o    Clarify your responsibility and role. In most situations, there is shared
     responsibility. Are your colleagues informed? It may help to get others
     involved and discuss the problem.

o    Discuss the problem with your supervisor. This is the basic guidance for
     all situations. In many cases, your supervisor will be more knowledgeable
     about the question and will appreciate being brought into the
     decision-making process. Remember that it is your supervisor's
     responsibility to help solve problems.

o    Seek help from Bank resources. In the rare case where it may not be
     appropriate to discuss an issue with your supervisor, or where you do not
     feel comfortable approaching your supervisor with your question, discuss it
     with your supervisor superior.

o    You may report ethical violations in confidence and without fear of
     retaliation. If your situation requires that your identity be kept
     secret, your anonymity will be protected. The Bank does not permit
     retaliation of any kind against employees for good faith reports of ethical
     violations.

o    Always ask first, act later: If you are unsure of what to do in any
     situation, seek guidance before you act.


15. Special Considerations for Chief Executive and Senior Financial Officers

     In addition to the foregoing provisions of this Code, the Chief Executive
Officer and the Chief Financial Officer are subject to the following additional
specific policies:

o    The Chief Executive Officer and the Chief Financial Officer are responsible
     for full, fair, accurate, timely and understandable disclosure in the
     periodic reports required to be filed by the Bank with the Securities and
     Exchange Commission. Accordingly, it is the responsibility of the Chief
     Executive Officer and the Chief Financial Officer promptly to bring to the
     attention of the Board any material information of which he or she may
     become aware that affects the disclosures made by the Bank in its public
     filings or otherwise assist the Board in fulfilling its responsibilities.


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o    The Chief Executive Officer and the Chief Financial Officer shall promptly
     bring to the attention of the Board of Directors and the Audit Committee
     any information he or she may have concerning (a) significant deficiencies
     in the design or operation of internal controls which could adversely
     affect the Bank's ability to record, process, summarize and report
     financial data or (b) any fraud, whether or not material, that involves
     management or other employees who have a significant role in the Bank's
     financial reporting, disclosures or internal controls.

o    The Chief Executive Officer and the Chief Financial Officer shall promptly
     bring to the attention of the Board of Directors and the Audit Committee
     any information he or she may have concerning any violation of this Code,
     including any actual or apparent conflicts of interest between personal and
     professional relationships, involving any management or other employees who
     have a significant role in the Bank's financial reporting, disclosures or
     internal controls.

o    The Chief Executive Officer and the Chief Financial Officer shall promptly
     bring to the attention of the Board of Directors and the Audit Committee
     any information he or she may have concerning evidence of a material
     violation of the securities or other laws, rules or regulations applicable
     to the Bank and the operation of its business, by the Bank or any agent
     thereof, or of violation of this Code.

o    The Board of Directors shall determine, or designate appropriate persons to
     determine, appropriate actions to be taken in the event of violations of
     this Code by the Chief Executive Officer and the Chief Financial Officer of
     the Bank. Such actions shall be reasonably designed to deter wrongdoing and
     to promote accountability for adherence to this Code, and shall include
     written notices to the individual involved that the Board of Directors has
     determined that there has been a violation, censure by the Board of
     Directors, demotion or re-assignment of the individual involved, suspension
     with or without pay or benefits (as determined by the Board of Directors)
     and termination of the individual's employment. In determining what action
     is appropriate in a particular case, the Board of Directors or such
     designee shall take into account all relevant information, including the
     nature and severity of the violation, whether the violation was a single
     occurrence or repeated occurrences, whether the violation appears to have
     been intentional or inadvertent, whether the individual in question had
     been advised prior to the violation as to the proper course of action and
     whether or not the individual in question had committed other violations in
     the past.

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