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                                                                      EXHIBIT 14

                          WESTERN RESERVE BANCORP, INC.
                       CODE OF ETHICS AND BUSINESS CONDUCT

I.    PURPOSE

      The honesty, integrity and sound judgment of our directors, officers and
      employees is fundamental to Western Reserve Bancorp's reputation and
      success. This Code of Ethics and Business Conduct (this "Code") provides a
      statement of Western Reserve Bancorp, Inc.'s expectations regarding the
      ethical standards that each director, officer and employee should adhere
      to while acting on the behalf of Western Reserve Bancorp, Inc. and its
      subsidiaries. This Code applies to all directors, officers and employees
      of Western Reserve Bancorp, Inc. and our subsidiaries, including the
      following (the "Senior Financial Officers"): Western Reserve Bancorp,
      Inc.'s Chief Executive Officer, the Chief Financial Officer, the principal
      accounting officer and other senior financial officers performing
      accounting, auditing, financial management or similar functions. Each
      director, officer and employee is expected to read and become familiar
      with the ethical standards described in this Code and will be required,
      from time to time, to affirm his or her agreement to adhere to such
      standards by signing the Compliance Certificate that appears at the end of
      this Code.

      This Code is intended to deter wrongdoing and to promote:

      -     honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      -     full, fair, accurate, timely and understandable disclosure in
            reports and documents that Western Reserve Bancorp, Inc. files with,
            or submits to, the Securities Exchange Commission, any banking
            regulatory agency, and in other public communications made by
            Western Reserve Bancorp, Inc.;

      -     compliance with applicable governmental laws, rules and regulations;

      -     the prompt internal reporting to an appropriate person or persons
            identified in the Code of violations of the Code; and

      -     accountability for adherence to the Code.

II.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      Western Reserve Bancorp, Inc. will comply with all laws and governmental
      regulations that are applicable to Western Reserve Bancorp, Inc.'s
      activities, and expects that all directors, officers and employees acting
      on behalf of Western Reserve Bancorp, Inc. will obey the law. While the
      law prescribes a minimum standard of conduct, this Code requires conduct
      that often exceeds the legal standards. Specifically, Western Reserve
      Bancorp, Inc. is committed to:

      -     conducting its activities in full compliance with all applicable
            banking laws;

      -     keeping the political activities of Western Reserve Bancorp, Inc.'s
            directors, officers and employees separate from Western Reserve
            Bancorp, Inc.'s business and prohibiting any illegal payments to any
            government officials or political party representatives; and

      -     complying with all applicable state and federal securities laws.

      Directors, officers and employees are prohibited from illegally trading
      Western Reserve Bancorp, Inc.'s securities while in possession of
      material, nonpublic ("inside") information about Western Reserve


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Code of Ethics and Business Conduct

      Bancorp. Western Reserve Bancorp has adopted a specific insider trading
      policy (the "policy"), which describes the nature of inside information
      and the related restrictions on trading, and has distributed the policy to
      its directors, executive officers and other Senior Financial Officers.

III.  CONFLICTS OF INTEREST

      A "conflict of interest" occurs when your personal interests or personal
      relationships interfere or appear to interfere in any way with the
      interests of Western Reserve Bancorp, Inc. You are expected to avoid all
      situations that might lead to a real or apparent material conflict between
      your self-interest and your duties and responsibilities as an employee,
      officer or director of Western Reserve Bancorp, Inc. Any position or
      interest, financial or otherwise, which could materially conflict with
      your performance as an employee, officer or director of Western Reserve
      Bancorp, Inc., or which affects or could reasonably be expected to affect
      your independence or judgment concerning transactions between Western
      Reserve Bancorp, Inc., its customers, suppliers or competitors or
      otherwise reflects negatively on Western Reserve Bancorp, Inc. would be
      considered a conflict of interest.

      At the same time, it is customary and routine for directors, officers and
      employees of community banks and their spouses, family members and
      associates to do business with their community bank. Such a relationship,
      including specifically routine banking business, is viewed as beneficial
      to Western Reserve Bancorp, Inc. and its subsidiaries and should be
      encouraged, so long as such relationships are fair and reasonable to
      Western Reserve Bancorp, Inc. and its subsidiaries and are entered into
      upon terms and conditions generally available to the public or similar to
      that which could be obtained from an independent third party. All
      employees, officers and directors are expected to demonstrate the ability
      to manage properly their personal finances, particularly the prudent use
      of credit.

      Western Reserve Bancorp, Inc. and its subsidiaries may do business and
      have financial dealings with directors, officers and employees and their
      respective spouses, family members and associates if:

      -     such business or financial dealings involve Western Reserve Bancorp,
            Inc. or Western Reserve Bank providing banking or financial services
            to such person in the ordinary course of business upon terms and
            conditions generally available to the public, to the extent such
            arrangements are made in compliance with all applicable banking and
            securities laws and regulations; or

      -     the terms and conditions of such relationship have been presented to
            and approved by the Audit Committee of Western Reserve Bancorp,
            Inc.'s Board of Directors. If any member of the Audit Committee, or
            any associate or family member of such member, proposes to provide
            products or services to Western Reserve Bancorp, Inc., he or she
            shall recuse themselves from the discussion and decision about the
            appropriateness of such arrangement.

      Western Reserve Bank may extend credit to any executive officer or
      director on substantially the same terms as those prevailing for
      comparable transactions with other persons or that may be available to
      bank employees generally as permitted by and in accordance with Regulation
      O of the Board of Governors of the Federal Reserve System.

      In order to avoid a conflict of interest or the appearance of a conflict
      of interest, no director, officer or employee shall be a consultant to, or
      a director, officer or employee of, or otherwise operate an outside
      business that markets products or services in competition with Western
      Reserve Bancorp, Inc.'s products and services.

      Directors and officers shall notify Western Reserve Bancorp, Inc.'s Chief
      Executive Officer and employees who are not directors or officers shall
      notify Western Reserve Bancorp, Inc.'s Director of Human Resources of the
      existence of any actual or potential conflict of interest.


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IV.   CONFIDENTIALITY

      Using confidential information about Western Reserve Bancorp, Inc. or its
      businesses, employees, officers, directors, customers or suppliers for
      personal benefit or disclosing such information to others outside your
      normal duties is prohibited. Directors, officers and employees shall
      maintain the confidentiality of all information entrusted to them by
      Western Reserve Bancorp, Inc., its subsidiaries, their customers or
      business partners, except when disclosure is authorized by Western Reserve
      Bancorp, Inc. or legally required.

      Confidential information includes (1) information marked "Confidential,"
      "Private," "For Internal Use Only," or similar legends, (2) business or
      marketing plans or projections, (3) earnings and other internal financial
      data, (4) personnel information, (5) customer lists or other personal or
      nonpublic information of customers, and (6) other nonpublic information
      that, if disclosed, might be of use to Western Reserve Bancorp, Inc.'s
      competitors, or harmful to Western Reserve Bancorp, Inc. or its customers
      or other business partners.

      To avoid inadvertent disclosure of confidential information, directors,
      officers and employees shall not discuss confidential information with or
      in the presence of any unauthorized persons, including family members and
      friends.

V.    CORPORATE OPPORTUNITIES; PROTECTION AND PROPER USE OF WESTERN RESERVE
      BANCORP, INC.'S ASSETS

      Employees, officers and directors are prohibited from:

            (i)   Personally benefiting from opportunities that are discovered
                  through the use of Western Reserve Bancorp, Inc. property,
                  contacts, information or position.

            (ii)  Accepting employment or engaging in a business that conflicts
                  with the performance of your duties or Western Reserve
                  Bancorp, Inc.'s interest.

            (iii) Soliciting, demanding, accepting or agreeing to accept
                  anything of value from any person in conjunction with the
                  performance of your employment or duties at Western Reserve
                  Bancorp, Inc., provided that this provision shall not prohibit
                  the acceptance of gifts, gratuities, meals or entertainment
                  unless the acceptance of such items could influence or
                  reasonably give the appearance of influencing Western Reserve
                  Bancorp, Inc.'s business relationship with that person or go
                  beyond common courtesies usually associated with accepted
                  business practice.

            (iv)  Acting on behalf of Western Reserve Bancorp, Inc. in any
                  transaction in which you or your immediate family has a
                  significant direct or indirect financial interest.

            (v)   Offering something of value to someone with whom you transact
                  business if the benefit is not otherwise available to other
                  similarly situated Western Reserve Bancorp, Inc. customers or
                  suppliers under the same conditions.

      All employees, officers and directors should protect Western Reserve
      Bancorp, Inc.'s property and assets and ensure their efficient and proper
      use. Theft, carelessness and waste can directly impact Western Reserve
      Bancorp, Inc.'s profitability, reputation and success. Permitting Western
      Reserve Bancorp, Inc. property (including data transmitted or stored
      electronically and computer resources) to be damaged, lost, or used in an
      unauthorized manner is strictly prohibited. Employees, officers and
      directors may not use corporate, bank or other official stationary for
      personal purposes.


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VI.   OUTSIDE BUSINESS RELATIONSHIPS

      Before agreeing to act as a director, officer, consultant, or advisor for
      any other business organization, you should notify your immediate
      supervisor.

      Directors should disclose all new directorships or potential directorships
      to the Chairman of the Nominating and Governance Committee in order to
      avoid any conflicts of interest and to maintain independence.

      Western Reserve Bancorp, Inc. encourages civic, charitable, educational
      and political activities as long as they do not interfere with the
      performance of your duties at Western Reserve Bancorp, Inc. Western
      Reserve Bancorp, Inc. reserves the right to request that officers,
      directors and employees cease such activities to the extent it determines
      that such activities do interfere with the performance of their duties.

      Employees who are considering outside employment should notify their
      manager or supervisor. Managers will review outside employment requests
      for potential conflicts of interest.

VII.  FAIR DEALING

      Western Reserve Bancorp, Inc. is committed to promoting the values of
      honesty, integrity and fairness in the conduct of its business and
      sustaining a work environment that fosters mutual respect, openness and
      individual integrity. Directors, officers and employees are expected to
      deal honestly and fairly with Western Reserve Bancorp, Inc.'s customers,
      suppliers and other third parties. To this end, directors, officers and
      employees shall not:

      -     make false or misleading statements to customers, suppliers or other
            third parties;

      -     solicit or accept from any person that does business with Western
            Reserve Bancorp, Inc., or offer or extend to any such person,

            -     cash of any amount; or

            -     gifts, gratuities, meals or entertainment that could influence
                  or reasonably give the appearance of influencing Western
                  Reserve Bancorp, Inc.'s business relationship with that person
                  or go beyond common courtesies usually associated with
                  accepted business practice;

      -     solicit or accept any fee, commission or other compensation for
            referring customers to third-party vendors; or

      -     otherwise take unfair advantage of Western Reserve Bancorp, Inc.'s
            customers or suppliers, or third-parties, through manipulation,
            concealment, abuse of confidential information or any other
            unfair-dealing practice.

      Employees must disclose prior to their hire the existence of any
      employment agreement, non-compete or non-solicitation agreement,
      confidentiality agreement or similar agreement with a former employer that
      in any way restricts or prohibits the performance of any duties or
      responsibilities of their positions with Western Reserve Bancorp, Inc.
      Copies of such agreements should be provided to the Human Resources
      Department to permit evaluation of the agreement in light of the
      employee's position. In no event shall an employee use any trade secrets,
      proprietary information or other similar property, acquired in the course
      of his or her employment with another employer, in the performance of his
      or her duties for or on behalf of Western Reserve Bancorp, Inc.


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      Directors, officers and employees should not directly or indirectly accept
      bequests under a will or trust if such bequests have been made to them
      because of their employment or association with Western Reserve Bancorp,
      Inc.

VIII. ACCURATE AND TIMELY PERIODIC REPORTS

      Western Reserve Bancorp, Inc. is committed to providing investors with
      full, fair, accurate, timely and understandable disclosure in the periodic
      reports that it is required to file with, or submit to the Securities and
      Exchange Commission. To this end, all employees, directors and officers,
      within the scope of their respective roles and duties, will act to assist
      and promote Western Reserve Bancorp, Inc.'s:

      -     compliance with generally accepted accounting principles at all
            times;

      -     maintenance of a system of internal accounting controls that will
            provide reasonable assurances to management that all transactions
            are properly recorded;

      -     maintenance of books and records that accurately and fairly reflect
            Western Reserve Bancorp, Inc.'s transactions;

      -     maintenance of a system of internal controls and procedures that
            will provide reasonable assurances to management that material
            information about Western Reserve Bancorp, Inc. is properly
            recorded, processed and made known to management, so that
            information required to be disclosed or submitted by Western Reserve
            Bancorp, Inc. in its reports to the Securities and Exchange
            Commission is properly reported; and

      -     presentation of information in a clear and orderly manner and avoid
            the use of legal and financial jargon in Western Reserve Bancorp,
            Inc.'s periodic reports.

IX.   REPORTING AND EFFECT OF VIOLATIONS

      Directors and officers shall report, in person or in writing, any known or
      suspected violations of laws, governmental regulations or this Code that
      involves any director, officer or employee to Western Reserve Bancorp,
      Inc.'s Chief Executive Officer, unless the known or suspected violation
      involves Western Reserve Bancorp, Inc.'s Chief Executive Officer, in which
      case such matters shall be reported to the Audit Committee of the Board of
      Directors. Employees who are not directors or officers shall report such
      violations to Western Reserve Bancorp, Inc.'s Director of Human Resources.
      Western Reserve Bancorp, Inc. will not allow any retaliation against a
      director, officer or employee who acts in good faith in reporting any such
      violation.

      Western Reserve Bancorp, Inc.'s Chief Executive Officer, Director of Human
      Resources or Audit Committee, as the case may be, will investigate any
      reported violations and will oversee an appropriate response, including
      corrective action and preventative measures. Directors, officers and
      employees that violate any laws, governmental regulations or this Code
      will face appropriate, case specific disciplinary action, which may
      include demotion or discharge.

X.    ADMINISTRATION AND WAIVER OF THIS CODE

      The Nominating and Corporate Governance Committee of Western Reserve
      Bancorp, Inc.'s Board of Directors is responsible for setting the
      standards of ethical business conduct contained in this Code and updating
      these standards as it deems appropriate to reflect changes in the legal
      and regulatory framework applicable to Western Reserve Bancorp, Inc., the
      business practices within the banking and financial services industry,
      Western Reserve Bancorp, Inc.'s own business practices, and the prevailing
      ethical standards of the communities in which Western Reserve Bancorp,
      Inc. operates. While Western Reserve


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      Bancorp, Inc.'s Chief Executive Officer will oversee the procedures
      designed to implement this Code to ensure that they are operating
      effectively, it is the individual responsibility of each director, officer
      and employee of Western Reserve Bancorp, Inc. to comply with this Code.
      Any questions on this Code shall be directed to the Western Reserve Bank
      Human Resources Department.

      The provisions of this Code may be waived for directors, executive
      officers or other Senior Financial Officers only by a resolution of the
      Audit Committee of Western Reserve Bancorp, Inc.'s Board of Directors. The
      provisions of this Code may be waived for employees who are not directors,
      executive officers or other Senior Financial Officers by Western Reserve
      Bancorp, Inc.'s Chief Executive Officer or the Director of Human
      Resources.

      Any waiver of the provisions of this Code or any amendment (other than a
      technical, administrative or non-substantive amendment) to the provisions
      of this Code will be reported or disclosed in accordance with the
      regulations of the Securities and Exchange Commission and the rules of The
      Nasdaq Stock Market, if applicable.

      All managers and direct supervisors are responsible for reviewing this
      Code with their subordinates each time a new edition of the Code is
      published.

      It is also the responsibility of the Human Resources Department to
      reaffirm compliance with this Code, from time to time, by all employees
      and officers, and to obtain a signed certificate that each employee and
      officer has read and understands the guidelines and will comply with them.
      The provisions of the Code will be included in the Western Reserve
      Bancorp, Inc. Employee Handbook. The Employee Handbook will be issued to
      all new employees and officers at the time of employment and reissued to
      existing employees and officers from time to time. Employees will be
      required to sign a receipt form for the Employee Handbook indicating they
      have read this Code and comply with its provisions.

      Employees, officers and directors of Western Reserve Bancorp, Inc. are
      expected to follow this Code at all times. Generally, there should be no
      waivers to this Code, however, in rare circumstances conflicts may arise
      that necessitate waivers.


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                             COMPLIANCE CERTIFICATE

      I have read and understand Western Reserve Bancorp, Inc.'s Code of Ethics
and Business Conduct (the "Code"). I will adhere in all respects to the ethical
standards described in the Code. I further confirm my understanding that any
violation of the Code will subject me to appropriate disciplinary action, which
may include demotion or discharge.

      I certify to Western Reserve Bancorp, Inc. that I am not in violation of
the Code, unless I have noted such violation in a signed Statement of Exceptions
attached to this Compliance Certificate.

Date:                                        _______________________________
                                             Name:
                                             Title/Position:

Check one of the following:

| |   A Statement of Exceptions is attached.

| |   No Statement of Exceptions is attached.


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