**Exhibit 14**

 

**LOGANCOUNTY BANCSHARES, INC.**

**CODE OFETHICS FOR SENIOR FINANCIAL OFFICERS**

 

As leaders of Logan CountyBancShares, Inc. and its subsidiaries (collectively, the “Corporation”), thePresident and Chief Executive Officer, Executive Vice President and ChiefFinancial Officer (collectively, the “Senior Financial Officers”) are expectedto set an appropriate example of behavior for the Corporation.  The Senior Financial Officers are expected toconduct business and act in an honest and ethical manner at all times. In thisregard, the Senior Financial Officers have the following responsibilities andethical obligations:

 

**•****                 ****Regulatory and PublicReporting. **Within the scope of his or her duties,provide, or cause to be provided, full, fair, accurate, timely andunderstandable disclosure in reports and documents that the Corporation fileswith or submits to the to the Securities and Exchange Commission (“SEC”) and inother public communications. Accordingly, each Senior Financial Officer isrequired to comply with the Corporation’s disclosure controls and proceduresand internal control over financial reporting. In addition, Senior Financial Officers are responsible for ensuring thatfinancial records are maintained in accordance with generally accepted accountingprinciples and any other applicable accounting rules and regulations.  Each Senior Financial Officer should promptlyreport to the General Counsel and/or the Audit Committee of the Corporation’sBoard of Directors (the “Audit Committee”) any material information of which heor she may become aware that could affect the disclosures made by theCorporation in its filings with the SEC and in other public communications.

 

**•****                 ****Reporting Deficiencies andFraud. **Promptly report to the General Counsel and/orthe Audit Committee any information concerning (1) significant deficiencies inthe design or operation of the Corporation’s internal control over financialreporting that could adversely affect the Corporation’s ability to record,process, summarize, and report financial data and (2) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Corporation’s financial reporting, disclosures, or internal controlover financial reporting.

 

**•****                 ****Corporate Opportunities. **Each Senior Financial Officer is prohibited from taking for himself orherself personally opportunities that are discovered through the use ofcorporate property, information, or position. No Senior Financial **Officer**may use corporate property, information, or position for improper personal gainor compete with the Corporation directly or indirectly.

 

**•****                 ****Protection and Proper Use ofCorporation Assets. **Each Senior Financial Officer should endeavorto protect the Corporation’s assets and ensure their efficient use.  Theft, carelessness, and waste have a directimpact on the **Corporation’s**profitability.  Corporation equipmentshould be used only for legitimate business purposes, though incidentalpersonal use, except in connection with personal political activities, may bepermitted.

 

**•****                 ****Fair Dealing. **Each Senior Financial Officer should endeavor to respect the rights ofand deal fairly with the Corporation’s clients, suppliers, competitors, andemployees.  No Senior Financial Officershould take unfair advantage of anyone through manipulation, concealment, abuseof privileged information, misrepresentation of material facts, or any otherintentional unfair-dealing practice.

 

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**•****                 ****Reporting Code and LegalViolations. **Promptly report to the General Counsel and/orthe CEO any information concerning any violation of this Code by any otherSenior Financial Officer and any information concerning evidence of a materialviolation of securities laws or other laws, rules, or regulations applicable tothe Corporation and the business operation of the Corporation or any agentthereof.  The Corporation will not permitretaliation for reporting any violation or potential violation of this Codemade in good faith.

 

**•****                 ****Disciplinary Measures**.  Anyviolation or potential violation of this Code by a Senior Financial Officershall be reported to the Board of Directors, and the Board shall take actionreasonably designed to deter wrongdoing and to promote accountability by SeniorFinancial Officers for adherence to this Code. Following investigation by the Board, written notice shall be given tothe Senior Financial Officer involved if and when the Board determines that aviolation of this Code of Ethics has occurred or that a potential violation mayoccur.  In such event, the written noticeshall state the findings of the Board and shall include, as appropriate, anycorrective actions, which may include, without limitation, censure by theBoard, demotion or reassignment of the Senior Financial Officer involved,suspension with or without pay or benefits, and/or termination ofemployment.  In determining theappropriate **corrective** action in aparticular case, the Board, or its designee, shall take into account allrelevant information, including the nature and severity of the violation orpotential violation, whether the violation or potential violation was a singleoccurrence or involved repeated occurrences, whether the violation or potentialviolation appears to have been intentional or inadvertent, whether the Senior FinancialOfficer involved had been advised prior to the violation or potential violationas to the proper course of action, and whether or not the Senior FinancialOfficer had committed other violations or potential violations in the past. Incases of illegal activity or wrongdoing, the Board, or its designee, willnotify the appropriate legal authorities.

 

**•****                 ****Waiver or Modification of Codefor Senior Financial Officers**.  A request by a Senior Financial Officer for awaiver of or exception to this Code, or modification or amendment thereto,shall be directed to, and shall only be granted by, the Board or a designatedBoard committee.  Any such waivers willbe disclosed as required by law or SEC regulation.

 

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