<PAGE>

                                   EXHIBIT 14

                                 CODE OF ETHICS

                            COLONIAL BANKSHARES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

        The success and reputation of Colonial Bankshares, Inc., Colonial Bank,
FSB and their affiliates (collectively the "Company") are built on principles of
integrity, fair dealing and ethical conduct. This Code of Business Conduct and
Ethics governs the behavior of the Company's directors, officers and employees
in their dealings with current and potential customers, suppliers, competitors
and the general public. Each of our directors, officers and employees shall
observe the highest standards of ethical conduct and are expected to place the
interests of the Company above his or her own self interest. Directors, officers
and employees of the Company must avoid even the appearance of bad conduct or
unethical behavior. It is the presumption of this Code of Business Conduct and
Ethics that the Company and its directors, officers and employees will conduct
their business dealings in accordance with all applicable laws and regulations.

        This Code of Business Conduct and Ethics cannot and is not intended to
cover every applicable law and regulation, or to provide answers to all
questions of ethical behavior that may arise. Ultimately, the Company must rely
on each person's sense of what is ethical. Because our business depends on the
reputation of the Company and its directors, officers and employees for
integrity and ethical business conduct, it is the obligation of each director,
officer and employee to become familiar with the Company's goals, policies and
standards for conduct and to integrate them into all aspects of their business
dealings.

        This Code of Business Conduct and Ethics shall be incorporated into and
made a part of Colonial Bank, FSB's Employee Handbook.

CONFIDENTIAL INFORMATION

        Nonpublic information regarding the Company and its business, employees,
customers, and suppliers is confidential. Directors, officers and employees may
neither disclose such information nor use it for their own personal benefit,
including trading in securities or for other personal gain during or after their
affiliation with the Company, except the Company's directors, officers and
employees may use such confidential information to the extent necessary to
perform their job duties.

        The Company is legally obligated under regulations promulgated under the
Gramm-Leach-Bliley Act to protect the privacy of a customer's or a potential
customer's nonpublic personal information. The privacy practices of the Company
are set out more fully in the Privacy Policy that is disseminated to our
customers and potential customers.

ACCEPTING ITEMS OF VALUE

A.      In accordance with federal bank bribery law, the Company's directors,
officers and employees are prohibited from:

        1.      Soliciting for themselves or for a third party (other than for
                the Company itself) anything of value from anyone in return for
                any business, service or confidential information of the
                Company; and

        2.      Accepting anything of value (other than bona fide salary, wages,
                fees or other compensation paid in the usual course of business)
                from anyone in connection with the business of the Company,
                either before or after a transaction is discussed or
                consummated.

<PAGE>

B.      GENERAL EXCEPTIONS. There are a limited number of instances where the
Company's directors, officers and employees, without risk of corruption or
breach of trust, may accept something of reasonable value from someone doing
business or seeking to do business with the Company. The most common examples
are the business luncheon or the holiday season gift from a customer. In
general, the threat of a violation of this Code of Business Conduct and Ethics
is diminished if: (1) the acceptance of the gift or thing of value is based
solely on a family or personal relationship existing independent of any business
of the Company; or (2) the benefit is available to the general public under the
same conditions on which it was made available to the director, officer or
employee; or (3) the benefit would be paid for by the Company as a reasonable
business expense if not paid for by another party.

C.      SPECIFIC EXCEPTIONS. In addition to the general exceptions noted above,
the following specific exceptions apply so long as they are not made in
connection with any transaction or business conducted by the Company.

        1.      Accepting gifts, gratuities, amenities or favors based on an
                obvious family or personal relationship when the circumstances
                make it clear that it is the family or personal relationship,
                rather than business of the Company, which is the motivating
                factor;

        2.      Acceptance of meals, refreshments, travel arrangements or
                accommodations, 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 expense is of a kind and for an
                amount which would be paid for by the Company as a reasonable
                business expense if not paid by another party;

        3.      Acceptance of loans from other financial institutions on
                customary terms to finance proper and usual activities of the
                Company's directors, officers or employees, such as home
                mortgages, except where the loan transaction may be prohibited
                or restricted by law or regulation;

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

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

        6.      Acceptance of gifts of reasonable value that are related to
                commonly recognized events or occasions, such as a promotion,
                new job, wedding, retirement, holiday, birthday or other similar
                event; or

        7.      Acceptance of civic, charitable, educational, or religious
                organization awards for recognition of service and
                accomplishment.

D.      DISCLOSURE OBLIGATIONS. If any Company officer or employee is offered or
receives something of value that is not authorized by this Code of Business
Conduct and Ethics, then that person shall promptly disclose that fact to the
Company's Compliance Officer. If any Company director is offered or receives
something of value that is not authorized by this Code of Business Conduct and
Ethics, then that director shall promptly disclose that fact to the Chairman of
the Audit Committee. After the appropriate disclosure is made, the matter will
then be reviewed and instructions will be given to the reporting person as to
the appropriate action to be taken. The Company will maintain written records
pertaining to such disclosures.

CONFLICTS OF INTEREST

A.      GENERAL. Our directors, officers and employees have a duty of loyalty to
the Company, and must therefore avoid any actual or apparent conflict of
interest with the Company. A conflict situation can arise when a director,
officer or employee takes action or has an interest that may make it difficult
to perform his or her duties objectively and effectively. Conflicts of interest
may also arise when a director, officer or employee, or a member of his or her
family or a business affiliated with the director, officer or employee, receives
improper personal benefits as a result

<PAGE>

of his or her business position with the Company. Directors, officers and
employees of the Company must avoid such conflicts of interest, or even the
appearance of such conflicts of interest. By way of example:

        1.      No Company director, officer or employee shall serve as an
                employee, officer, director, manager, or trustee of any other
                bank, savings bank, savings and loan association, credit union
                or any other business that provides products or services
                competitive with those offered by the Company.

        2.      If any Company director, officer or employee, or an immediate
                family member of any Company director, officer or employee, has
                a personal or financial interest in any matter that comes before
                the Company, then such interest shall, as soon as possible, be
                disclosed by the Company director, officer or employee and such
                interested Company director, officer or employee, shall abstain
                from being involved with any discussion or voting on the matter.

        3.      No Company director, officer or employee shall use for financial
                gain for themselves or another person, or make any other
                improper use of, any nonpublic or confidential information which
                is available to them by reason of their status as a director,
                officer or employee of the Company.

        4.      Company officers and employees are prohibited from processing
                any banking transaction or information for themselves or their
                immediate family members, unless such transaction or information
                processing is permitted by an applicable Company procedure.

        5.      For purposes of this Code of Business Conduct and Ethics, the
                term "immediate family" means a person's spouse, parents,
                children and siblings, whether by blood, marriage or adoption,
                or anyone residing in such person's home.

B.      CORPORATE OPPORTUNITIES. No director, officer or employee may: (a) take
for himself or herself personally opportunities that are discovered through the
use of Company property, information or position; (b) use Company property,
information or position for personal gain; or (c) compete with the Company.
Directors, officers and employees owe a duty to the Company to advance its
legitimate interest when the opportunity to do so arises.

C.      USE OF INSIDE INFORMATION. It is the Company's intention to strictly
enforce the prohibition against insider trading set forth in federal securities
laws and regulations. No director, officer or employee may buy or sell
securities of the Company at a time when they are in possession of material
non-public information in violation of the federal securities laws and
regulations. Passing such information to someone who may buy or sell securities
is also prohibited. The prohibition on insider trading applies to the Company's
securities and to securities of other companies if the director, officer or
employee learns of material non-public information about those other companies
in the course of his or her duties for the Company.

D.      FAIR DEALING. Each director, officer and employee shall endeavor to deal
fairly and in good faith with the Company's customers, potential customers,
stockholders, employees, suppliers, regulators, business partners, competitors
and others. No director, officer or employee shall take unfair advantage of
anyone through manipulation, concealment, abuse of privileged or confidential
information, misrepresentation, fraudulent behavior or any other unfair dealing
practice.

E.      PROTECTION AND USE OF COMPANY ASSETS. Company assets, such as
information, materials, supplies, intellectual property, software, hardware, and
other computer equipment, and facilities, among other property, are valuable
resources owned, licensed or otherwise belonging to the Company. All Company
assets should be used for legitimate business purposes and the personal use of
Company assets without permission is prohibited.

F.      POLITICAL ACTIVITIES. The Company acknowledges that it is important for
citizens to take an active interest in the political process and the Company's
directors, officers and employees may engage in political activities of their
own choice, using their own money and time. In such cases, directors, officers
and employees participating in political activities do so solely in their
personal capacity and not as representatives of the Company, and such activities
must not use the Company's facilities, personnel or assets or interfere with
such person's responsibilities to the Company. Federal and state laws and
regulations prohibit the Company from making direct political

<PAGE>

contributions and expenditures. The Company and its trade groups are permitted
to sponsor, and each has sponsored, a political action committee, which may be
funded by voluntary contributions from the Company's directors, officers and
employees, for the purpose of making political contributions or expenditures.

DUTY TO REPORT AND CONSEQUENCES

        Every director, officer and employee has a duty to adhere to this Code
of Business Conduct and Ethics and all existing Company policies and to report
to the Company any violations in accordance with applicable procedures. Each
officer and employee should report suspected violations to the Company's
Compliance Officer.

        Directors should report suspected violations to the Chairman of the
Audit Committee or to outside counsel.

        The Company will investigate any matter so reported and may take
appropriate disciplinary and corrective action, up to and including termination.
Notwithstanding the foregoing, the Company also reserves its other rights and
remedies against any director, officer and employee who violate any provision of
this Code of Business Conduct and Ethics, both at law and in equity.

        The Company forbids retaliation against officers and employees who
report violations of this Code of Business Conduct and Ethics in good faith.

WAIVERS

        Any waivers of the Code of Business Conduct and Ethics for executive
officers or directors may only be made by the Board of Directors and must be
promptly disclosed to the Company's stockholders in accordance with applicable
laws and regulations. Waivers should not be granted except under extraordinary
or special circumstances.

REVISIONS

        This Code of Business Conduct and Ethics shall be reviewed by the Board
of Directors at least annually and may be revised as appropriate.

              APPROVED BY THE BOARD OF DIRECTORS ON APRIL 21, 2005