**Exhibit 14**

 

**Illini Corporation**

 

**Code ofEthics**

 

 

January 1, 2005

 

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**Table of Contents**

 
| I.         |       | Conflict of Interest and How to Avoid It                           |       |
|------------|------------|--------------------------------------------------------------------|------------|
|       |       |                                                               |       |
| **II.**    | ** ** | **Holding Another  Job Outside Illini Corporation**                | ** ** |
| ** ** | ** ** | ** **                                                         | ** ** |
| III.       |       | Using Bank Property for Your Personal Use                          |       |
|       |       |                                                               |       |
| IV.        |       | The Consequences of Stealing or Breaking  the Law                  |       |
|       |       |                                                               |       |
| V.         |       | Your Obligation to Keep Things Confidential                        |       |
|       |       |                                                               |       |
| VI.        |       | Your Involvement in the Community, Politics,  and Other Businesses |       |
|       |       |                                                               |       |
| VII.       |       | Managing your Personal Finances Ethically                          |       |
|       |       |                                                               |       |
| VIII.      |       | Rules about Borrowing and Lending Money                            |       |
|       |       |                                                               |       |
| IX.        |       | Conducting Yourself on and off the Job                             |       |
|       |       |                                                               |       |
| X.         |       | Making the Workplace Free from Offense or  Discrimination          |       |

 

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Earning the trust and confidence of our customers, investors and fellowemployees is a responsibility each of us shares.  That means every director, officer andemployee has an obligation to comply with our Code of Ethics and with laws andregulations which apply to us and our industry.

 

The Code of Ethics is a set of general principles, and, therefore, mustbe used together with your good judgment.

 

If ever you are unsure about whether you are properly following theCode, or if a rule is unclear or ambiguous, you are urged to consult with yourmanager or with the Human Resource Manager.

 

Take responsibility for making sure those around you follow the Code ofEthics, too.  If you believe a director,fellow employee or manager is violating the Code, you must report it.  Discuss it with your manager or with theHuman Resource Manager.  Doing so shouldnot be considered an act of disloyalty, but an action which shows your sense ofresponsibility and fairness to other employees, our customers and shareholders.  You also help safeguard the reputation andthe assets of Illini Corporation.

 

Failure to follow the Code of Ethics may result in disciplinary action,including removal from official position, termination of employment andprosecution.

 

# **I.**              Conflictof Interest and How to Avoid It

#  

A “conflict of interest” occurs in anysituation in which you aren’t able to remain impartial or maintain objectivityin choosing between the interests of your company and the interest of yourselfor others.

 

A conflict of interest also takes place whenyou or a member of your immediate family can benefit, directly or indirectly,from a relationship with a supplier, a customer, a competitor, or other personor company who deal with Illini Corporation.

 

You must manage your personal and businessaffairs to avoid conflicts of interest, or even the appearance of a conflict.

 

If you become involved in a situation whichmight cause a conflict, or even the appearance of a conflict, immediately tellyour manager or Human Resource Manager. In many cases, just disclosing the situation alone may eliminate theconflict.

 

## **Examples of Conflict of Interest**

 

Gifts of Special Treatment from Customers orSuppliers. By law, you are not allowed to ask for or receive “anything of value”from a customer, supplier, director, fellow employee, other person or company,if the intention is to influence or reward any business decision or transactioninvolving Illini Corporation.

 

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Do not accept “anything of value”. The definition of anything of value includes but is not limited to,lavish or expensive gifts, including the use of vacation homes, hotelaccommodations, airplane fares or any other travel related expense.  Gifts of cash in any amount are not permitted.  Always decline any gift (regardless of value)for you or your family if it appears to or is intended to influence decisionsyou make for Illini Corporation.

 

There are some types of gifts, favors or entertainment which you MAYaccept under certain circumstances, including but not limited to:

 

1.               Meals and otherentertainment.  You may occasionallyaccept meals, refreshments and other entertainment from a supplier, customer,attorney or vendor if they are of reasonable value and the purpose of the meetingis to discuss business matters. Entertainment of reasonable value (like attending a localfootball/baseball game) is also acceptable if it is a normal business practicegenerally offered to other customers, suppliers or vendors.

 

2.               Nominal gifts:  You may occasionally accept small gifts orfavors of nominal value ($25.00 maximum) offered as advertising or promotionalmaterial (e.g., pens, pencils, note pads, calendars, food).    If you receive a gift and are unsure if itqualifies as one of nominal value, consult with your manager or HumanResources.  You may accept personal giftsof nominal value when they are related to recognized special occasions such asgraduation, promotion, new job, wedding, retirement, or a holiday.

 

On a case-by-base basis, Illini Corporation may approve othercircumstances that aren’t addressed above. But approval of those situations will usually be required in writing.

 

## **Preferential Treatment in Transactions**

 

It is a conflict of interest if, in making banking or business decisionsfor the company, you favor the interest of certain customers, suppliers orfellow employees over what would be standard practice or accepted policy forthe general public.

 

For instance, if you cash a check for a friend without following thenormal procedures required for that transaction, you have created a conflict ofinterest.  Of course, extra efforts toprovide superior service for customers are encouraged, as long as your effortsfall within standard personnel or banking policies.

 

This also includes special treatment for yourself,your family members, or close friends. Employees are not permitted to handle your own family’s business orpersonal matters as an Illini Corporation representative.

 

Directors and executive officers of Illini Corporation, and its banks,may not receive preferential interest rates, terms or waived fees on any kindof extension of credit from any Illini Corporation.  This includes credits cards.  Other employees may receive better loanterms, but only if they are the standard discounts offered to all employees.

 

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### **TakingBusiness Opportunities**

 

It is a conflict of interest if you take for yourself a businessopportunity which belongs to Illini Corporation.

 

These opportunities rightfully belong to the company when the companyhas pursued the opportunity, when its been offered to Illini Corporation, whenit’s the kind of business Illini Corporation competes in, when IlliniCorporation has funded it, or when Illini Corporation has devoted facilities orpersonnel to develop it.

 

For instance, if as an employee, you helped develop a training programor software package, then started a small business tosell those services to other companies outside Illini Corporation, you would betaking a business opportunity belonging to the bank.  These opportunities cannot be taken by adirector, officer or employee.

 

### **Giving Tax,Legal or Certain Kinds of Financial Advice**

 

This can often present a conflict of interest if employees are not qualifiedand authorized to provide.  You shouldavoid giving advice unless it is an inherent part of your job, such as thefinancial counseling a commercial lender would engage in.  Only employees specifically licensed orotherwise authorized should give advice about registered securities within thelimits of industry regulations.

 

### **Receiving aBequest or Acting as Fiduciary**

 

In order to prevent the appearance of conflicts you should generallynot agree to serve as an executor, trustee, personal trust advisor, guardian orother position for anyone except a member of your immediate family.  If you aren’t sure if a particular situationpresents a conflict of interest, get clarification from Senior Management orHuman Resources.

 

Also, employees are not allowed to receive any bequests from an IlliniCorporation customer or supplier.  Inthis situation, you must take whatever legal steps necessary to renounce anybequest you may receive of this kind. Again, this is to avoid the appearance of a conflict of interest.

 

# **II.  Holding**Another Job OutsideIllini Corporation

 

You can have another job or own a business outside IlliniCorporation.  But employees must getwritten approval from their manager and Human Resources to do so.  The following issues are considered beforeapproval is given:

 

•                       Isthere a conflict of interest?

•                       Willit adversely affect Illini Corporation?

•                       Isthe business relationship in direct competition with the company?

•                       Willthe job interfere with the time and attention the employee must devote to hisor her job at Illini Corporation?

 

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•                       Willcorporate property or equipment, or use of proprietary information such asmailing list, business information or computer systems be involved?

 

If you answer yes to any of these questions, you should not accept thesecond job.

 

# **III.  Using Bank Property for Your Personal Use**

#  

You cannot use corporate property for personal benefit without priorwritten approval from your Senior Manager, CEO or Board of Directors.  An example is using bank facilities,personnel and postage to reproduce flyers for a college reunion or taking abank camera on a personal vacation.

 

If club membership fees or dues are paid by Illini Corporation, youmust pay for the cost of the personal use of the club.  Expenses cannot be charged to IlliniCorporation unless they are for Illini Corporation business purposes.

 

# **IV.  The Consequences of Stealing or Breaking the Law**

#  

As an Illini Corporation director or employee, you must comply with alllaws and regulations, including those specific to our industry.  You could lose your job or face consequencesfor violation of laws.

 

If you specifically violate any applicable banking industry law (suchas check-kiting, embezzlement, accepting or making fraudulent statements,making fictitious loans), you will lose your job and in many cases, suffer theconsequences of criminal prosecution.

 

In fact numerous federal and state laws make it a crime to defraud orsteal from an Illini Corporation or other company.  This could result in substantial fines orimprisonment.

 

These laws also prohibit:  takingany money, funds, credits, assets, securities, software or other property fromthe bank, including embezzlement or misappropriation of funds.

 

Taking gifts, favorable treatment, bribes or anything of value inconjunction with general business decisions or banking transactions.

 

Making false entries in accounting records, reports, financialstatements or other documents or failing to make full, fair, accurate, timelyand understandable disclosure in reports and documents that the company fileswith the Securities and Exchange Commission or in itsother public communications.

 

Employees can expect severe consequences for any fraudulent or illegalactivity, either related or unrelated to banking, that they might get involvedin while they are an employee of Illini Corporation.

 

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# **V.  Your Obligation to Keep Things Confidential**

 

It is your responsibility to safeguard information you have aboutIllini Corporation, its customers, suppliers, shareholders, and employees.

 

Examples of this kind of information include knowledge of the financialcondition of a company or person, the status or prospect of a business dealwhich might take place or even the fact that an individual does business withIllini Corporation.  It might alsoinclude internal correspondence, computer passwords, codes or software andreports written by regulatory agencies.

 

This kind of information must not be released to anyone outside IlliniCorporation who doesn’t need to have the information in order to perform his orher duties.

 

### **“Insider”Information**

 

Some kinds of confidential information are called “insider information.”  If you improperly use or share “insiderinformation” you are breaking the law.

 

Insider information is the kind of information which could affect thejudgment of investors who might buy, sell, or hold Illini Corporation stock orthe stock of another company.  Insiderinformation is also that which can influence the market price of the stock.

 

Some examples include: information about potential acquisitions, earnings estimates, dividendincreases or decreases, expected competitive advantages, upcoming litigation,extraordinary management changes or other activities.

 

The rules against giving out insider information alsoextends to information you may have about other companies, loans,investments, etc.

 

# **VI.  Your Involvement in the Community, Politics, and Other Businesses**

 

Your participation in community and political activities outsidespecific Illini Corporation projects or activities is encouraged as long asyour involvement meets certain criteria:

 

•                       Yourinvolvement must be undertaken in a legal manner, in accordance with publicpolicy

•                       Itcan’t interfere with your ability to do your job with Illini Corporation

•                       Yourinvolvement must be such that you do not appear to represent or make decisionson behalf of Illini Corporation.

 

#### **Political Contributions**

 

You are encouraged, if you wish, to becomeinvolved in the election of qualified candidates for political office.

 

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But the Code of Ethics and federal law do not permit using corporatefunds, property or resources for running political campaigns or raisingcampaign funds.

 

Therefore, Illini Corporation is prohibited from giving money, goods,special services, or other resources to political parties or candidates, exceptto coordinate the activities.

 

Loans to candidates or parties aren’t permitted either, except whenthey are made in the ordinary course of business and follow federal and statelaws.

 

# **VII.  Managing your Personal Finances Ethically**

#  

You should always make sure that your personal finances are handledresponsibly.  For example, you must avoidoverdrafts, late payment of bills, misuse of your bankaccounts, kiting checks, or involvement in risky or speculative transactionswhich could jeopardize your financial situation.

 

# **VIII. Rules about Borrowing and Lending Money**

#  

Borrowing is an essential function of our company.  But as a director or employee, you must becareful how you conduct personal borrowing or lending activities.  Following the guidelines here will preventconflicts of interest, as well as make sure you do not break federal law.

 

a.               Employees anddirectors should not borrow from an Illini Corporation customer or borrowpersonally from each other.  You alsoshould not co-sign, endorse or assume liability for borrowings of any customerexcept if it’s a member of your family.

 

The exception is when a loan from an Illini Corporation customer is anormal credit purchase made on terms which are not preferential.  For instance, if the owner of a retailappliance store is an Illini Corporation customer and you purchase a televisionthere, you could finance the television just as any other customer would bepermitted to do.

 

Borrowing from family members is a personal matter and isn’t covered bythe Code.

 

b.              Directors andexecutive officers of Illini Corporation and its banks are subject tolimitations of Regulation O.  Thosedirectors and executive officers as well as any lending officers making loansto them are responsible for understanding and complying with Regulation O.  This is a federal regulation that coverslending to directors, executive officers and their business or other interests.

 

# **IX. Conducting Yourself on and off the Job**

#  

Your personal conduct, on and off the job, should always reflectfavorably both on yourself and the company.

 

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In general, your personal and financial affairs should:

 

•                       Respectthe personal and property rights of others.

•                       Complywith the personnel policies of Illini Corporation which are explained in thecompany handbook.  This includes use,possession or sale of alcohol or illegal drugs, your personal appearance andyour conduct when dealing with fellow employees, customers and suppliers.

•                       Notpresent a conflict of interest with another employee that would limit yourauthority or credibility as a manager.

•                       Notlimit your ability to perform your job, limit teamwork with co-workers, orlimit the willingness of customers to do business with you.

 

Ethical personal conduct also involves a spirit of fairness.  Derogatory remarks or negative behavior withrespect to competitors, customers, or suppliers will not be tolerated.

 

#### **X. Make the Workplace Free from Offense or Discrimination**

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Ethical personal conduct, on and off the job, also means you should notdiscriminate in any way on the basis of race, color, religion, sex, age,national origin, veteran status, handicap, marital status, disability, sexualorientation, or any other bias prohibited by federal, state or local law.

 

In addition, an employee should not engage in any form of harassment.  Harassment has the intent or effect ofcreating an intimidating, hostile or offensive work environment.  It can include verbal, nonverbal, or physicalgestures or abuse.

 

An example of harassment is sexual harassment.  Sexual harassment can include unwantedphysical touching, brushing or rubbing or physical assault.  It’s also important to understand that manykinds of non-physical behavior, sometimes thought to be harmless, can actuallyconstitute harassment such as innuendos, propositions, sexual jokes, whistlingor obscene gestures.

 

In general, discrimination and harassment of any kind can result intermination.

 

Therefore, every employee has an ethical obligation to refrain fromthese activities.  Illini Corporationshould always be maintained as a business environment free from discrimination,sexual harassment or other kinds of intimidating or offensive behavior.

 

You should report incidents of sexual or other harassment as soon aspossible to your Human Resource Manager or Senior Management.  Your report will be investigated withconfidentiality and you will be protected from retaliation.

 

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