EXHIBIT
14


Union
National Financial Corporation Directors and Senior Management


Code of
Ethics




Policy




1.  Introduction
– General Policies and Guidelines on Legal and Ethical Standards





The
maintenance of extremely high standards of honesty, integrity, impartiality, and
conduct is essential to assure the proper performance of Union National
Community Bank’s (the “Bank’s”) business and the maintenance of the public’s
trust.  The preservation of that trust and of the Bank’s reputation
requires close observance of these standards on the part of Bank Directors,
Officers, and Team Members.





Bank
Directors, Officers and Team Members should be alerted about the Federal Bank Bribery
Law, 18 U.S.C. Section 215, which provides that whoever:




·
            “corruptly
      gives, offers or promises anything of value to any person, with intent to
      influence or reward an Officer, Director, Team Member, Agent or Attorney
      of a Financial Institution in connection with any business or transaction
      of such Institution; or




·
            As
      an Officer, Director, Team Member, Agent, or Attorney of a Financial
      Institution, corruptly solicits or demands for the benefit of any person,
      or corruptly accepts or agrees to accept anything of value from any
      person, intending to be influenced or rewarded in connection with any
      business or transaction of such Institution, shall be guilty (of an
      offense).”





The
penalty provision under this Statute states that if the value of the thing
offered or received exceeds $100, the offense is a felony punishable by up to
thirty years imprisonment and a fine of $1,000,000 or three times the value of
the bribe or gratuity, whichever is greater. If the value does not exceed $100,
the offense is a misdemeanor punishable by up to one-year imprisonment and a
maximum fine of $1,000.





There are
certain exceptions to the above rule concerning the receipt of gifts. Please
refer to Section 4 of this Code of Ethics.





The
investigation and enforcement powers of the federal regulators have been
substantially increased by the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989.  As a result, the maximum criminal penalties
that can be imposed on Bank Directors, Officers, and Team Members for violations
of the Bank Bribery Law have increased from five years imprisonment to thirty
years imprisonment and from a $5,000 fine to a $1,000,000 fine.  The
statue of limitations has been increased from five years to ten
years.  The budgets of federal agencies and courts that investigate,
prosecute, and sentence Bank Directors, Officers and Team Members have been
increased substantially. Any Director, Officer or Team Member found guilty of
financial institution related wrongdoing may be subject to forced suspension or
removal from office and to civil money penalties as high as $1,000,000 per
day.





Union
National Community Bank requires that its Directors, Officers, Team Members, and
other representatives avoid possible misconduct and conflicts of interest
through informed judgment and careful regard for the standards of conduct and
responsibilities as set forth. In all situations, including those where there
are no applicable legal principles or the law is unclear or in conflict; Bank
Directors, Officers, and Team Members are expected to conduct themselves in such
a manner that can be supported by the Bank and to exercise good judgment in the
discharge of their responsibilities.





Compliance
with the Code of Ethics (“the Code”) will be the responsibility of every
representative of the Bank.





The needs
of the community are to be given consideration in making business
decisions.










2.  Confidential
Information





The use
of confidential information obtained through or as a consequence of employment
in the Bank must be limited to the proper conduct of the Bank’s
business.  Neither the Bank nor any of its Directors, Officers or Team
Members may use or permit others to use such confidential information for the
purpose of furthering a private interest or as a means of making a profit.
Confidential information, knowledge, or data obtained as a result of employment
may not be divulged to persons outside the Bank, unless authorized by the Bank
in writing. In addition, a Team Member should access ONLY that information which
is required to perform the duties of his/her position. A suspected breach in
confidentiality will be investigated and appropriate disciplinary action taken,
up to and including termination and/or prosecution if appropriate.





3.  Conflict
of Interest





Corporate Policy – It
is the policy of Union National Community Bank that all Directors, Officers,
Team Members, and other representatives must avoid potential conflicts of
interest.  A potential conflict exists whenever a Director, Officer,
Team Member, or other representative has an outside interest – direct or
indirect – which conflicts with the individual’s duty to the Bank or adversely
affects the individual’s judgment in the discharge of his responsibilities at
the Bank.  The appearance of a conflict of interest may be just as
damaging to the Bank’s reputation as a real conflict.





The
Bank’s name is not to be used as leverage by Directors, Officers, or Team
Members to enhance their own opportunities when dealing with others in their
political, investment, or retail purchasing activities.





All
Officers and Team Members must report to the Internal Audit Department and the
Chairman, CEO and President (CEO) any violations or suspected violations of
Federal criminal law as soon as it is discovered. The CEO is required to
investigate and report the matter through legal counsel to the Federal Bureau of
Investigation, the U.S. Attorney, the Federal Deposit Insurance Corporation, the
Pennsylvania Department of Banking, the Office of the Comptroller of the
Currency, and the Bonding Company.





In the
event a potential conflict of interest does arise involving an Officer or Team
Member, its nature and extent should be fully disclosed immediately to the CEO
of the Bank. The CEO will, after making a thorough review of the circumstances,
report to the Board of Directors who will determine appropriate action to be
taken.





In the
event a potential conflict of interest does arise involving a member of the
Board of Directors, its nature and extent should be fully disclosed immediately
to management and to the Executive Committee of the Bank’s Board of
Directors.





Improper Influence on
Conduct of Audits – An Officer or Team Member must not take any action to
fraudulently influence, coerce, manipulate, or mislead any independent public or
certified accountant engaged in the performance of an audit of the financial
statements of the Bank. An Officer or Team Member must also not take any action
to fraudulently influence, coerce, manipulate, or mislead any member of the
Bank’s internal auditors engaged in the performance of an internal audit or
investigation. An Officer or Team Member must cooperate in any audit or
investigation being conducted by the Bank’s internal or external
auditors.





Fiduciary Appointment
– An Officer or Team Member is required to obtain the CEO’s prior approval
before accepting an appointment as Fiduciary or Co-Fiduciary (Executor,
Administrator, Guardian, or Trustee) of customers of the Bank, either with the
Bank or with another person, firm, or corporation. An exception is made for a
member of an Officer or Team Member’s immediate family. Immediate family is
defined as spouses, parents, children and/or siblings.





To avoid
the appearance of any impropriety, Directors should exercise reasonable caution
in accepting appointment as a Fiduciary or Co-Fiduciary, Executor,
Administrator, Guardian, or Trustee.










Beneficiary (or Legacy)
Under a Will or Trust – Officers and Team Members must report (to the
CEO) any gift of a beneficial interest or legacy under wills or trusts of
customers of the Bank, other than a relative, at such time as the Officer or
Team Member learns of the designation. This will allow for consideration of all
the facts in each case to make certain there are no real conflicts of interest
and that a reasonable, disinterested third party could not allege a conflict of
interest upon the Officer or Team Member in receipt of the benefit.





If this
reporting requirement results in a decision that a real or apparent conflict
exists or could exist, the Officer or Team Member will be expected to make every
effort to be relieved of the expectation of benefit and will probably be
required to renounce the gift.





Lending Relationships
– It is the position of the Bank that lending services are available to serve
the legitimate and deserving credit needs of all customers on an equal basis.
Loan terms and conditions shall be based upon a borrower’s
creditworthiness.





Prohibited Lending
Practices – Lending Officers are not permitted to process loan
applications or to extend credit to a) any immediate or
extended  family member, including, but not limited to spouses,
parents, children, siblings, aunts, uncles, cousins, or in-laws; b) any person
or entity whose relationship with the Lending Officer  is of such a
nature that the approval or  extension of credit could be, or be
perceived as, a relationship open to any manner of preferential consideration:
c) entities in which the Lending Officer or any entity or person described in a)
and b), has an ownership, creditor, or controlling  interest, Any such
loan application must be referred to another Lending Officer.





No loans
to Directors or Officers will be made under terms and conditions different from
those stated in lending policy.





Outside Employment –
Full-time Officers and Team Members should carefully scrutinize outside
employment, including the performing of any services for compensation, to avoid
potential conflicts of interest and excessive demands on one’s
time.  Outside employment should be reported to Human Resources.
Outside employment may be undertaken unless objected to by the CEO or the
Executive Committee of the Bank’s Board of Directors or the Board of Directors
on the grounds that such outside employment interferes with job performance or
has the appearance of a conflict of interest with the Bank.





Participation in Public
Affairs – It is the philosophy of the Bank to encourage on the part of
its Officers and Team Members a full awareness and interest in civic and
political responsibility.  Each Officer and Team Member shall have the
opportunity to support community activities or the political process as he
desires.





Voluntary
efforts for civic activities normally take place outside of regular business
hours.  If voluntary work requires Bank time, prior approval should be
obtained from the CEO.





Corporate Directorships,
Public Offices, and Commissions – Officers and Team Members must be
constantly aware when considering election or appointment to Corporate Boards,
Public Offices, or Commissions, whether or not serving in such capacity will
place them in a position where a potential conflict of interest may
exist.





Unless
specifically approved by the CEO and/or the Executive Committee of the Bank’s
Board of Directors and/or the Board of Directors, no Director, Officer, or Team
Member shall serve on the Board of Directors of any non-Bank entity that is in
direct competition with the Bank.  If a conflict develops, the Bank
reserves the right to request the Director or Officer involved to divest
themselves of one of the conflicting interests.





In like
manner, no Director, Officer, or Team Member or substantial shareholder of
another company shall serve as a Director of any Bank entity where such
circumstances exist.











4.  Improper
Use of Corporate Position or Property





Receipt of Gifts –
The Bank expects all Directors, Officers, and Team Members to render efficient
and courteous service to its customers at all times without expectation of
reward for employment.  To avoid even the implication of any
impropriety, it is important that each staff member decline any cash or gifts,
the acceptance of which would raise even the slightest doubt of improper
influence.





If an
Officer or Team Member is offered or receives something of value from a
customer, vendor, or real estate appraiser, the Officer or Team Member must
disclose that fact to the President and Chief Executive Officer. The Bank will
keep contemporaneous written reports of such disclosures.  Executive
Management will review the disclosures to determine whether or not what is
offered or accepted is reasonable and not a threat to the integrity of the
Bank.





It is
recognized, however, that certain gift giving may occur without intent to
influence or reward an Officer corruptly in connection with the business of the
Bank. Exceptions to the general prohibition of accepting things of value in
connection with the business of the Bank may include acceptance of:




·
            Gifts,
      gratuities, amenities or favors based on obvious family or personal
      relationships (such as those between parents, children or spouse of a
      financial institution official) where the circumstances make it clear that
      it is those relationships rather than the business of the financial
      institution concerned which are the motivating
  factors;




·
            Meals,
      refreshments, entertainment, accommodations, or travel arrangements, 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 that the expense would be paid for by
      the Bank as a reasonable business expense if not paid for by another
      party;




·
            Loans
      from other financial institutions on customary terms to finance proper and
      usual activities of financial institution officials, such as home mortgage
      loans, except where prohibited by
law;




·
            Advertising
      or promotional material of reasonable value, such as pens, pencils, note
      pads, key chains, calendars and similar
items;




·
            Discounts
      or rebates on merchandise or services that do not exceed those available
      to other customers;




·
            Gifts
      of reasonable value that are related to commonly recognized events or
      occasions, such as a promotion, new job, wedding, retirement, holiday, or
      birthday; provided, however, such gifts shall not exceed a value of one
      hundred dollars ($100.00); or




·
            Civic,
      charitable, educational, or religious organization awards for recognition
      of service and accomplishment.





Preferential
Treatment – No Director, Officer, or Team Member of the Bank shall
acquire or appropriate to his own personal use any Bank property, service, or
profits opportunity on the basis of or under situations not available to members
of the public.





Community Involvement
– It is illegal to use Bank funds for the purpose of making contributions or
expenditures in connection with elections to any local, state, and federal
office.  However, the Federal Elections Commissions does permit the
use of Bank funds and assets for limited political purposes, such as:
establishing political action committees and implementing non-partisan voter
registration or “get-out-to-vote” campaigns.










Improper Transactions and
Payments – It is commonly recognized that there is a direct correlation
between illegal or improper payments and inaccurate records.  To
guarantee the accuracy of the Bank’s books and records, the following principles
should be observed:




·
            All
      transactions or conduct of Bank business must be properly reflected in the
      Bank’s books; and




·
            No
      secret unrecorded fund, Bank money, or other assets shall be established
      or maintained; and




·
            Any
      payment is prohibited if no record of its disbursement is entered in the
      Bank’s accounting records; and




·
            Making
      false and fictitious entries in the books or records of the Bank or
      issuing false or misleading documents is prohibited and in most
      circumstances will constitute a criminal
  offense.





Real Estate
Appraisals


No one
shall knowingly seek, obtain, or give money or any thing of value in exchange
for the performance of an appraisal by a person who one knows is an uncertified
or unlicensed appraiser in connection with a federally related
transaction.





Vendor
Contracts


No one
shall cause the Bank to enter into any contract with any person to provide
goods, products, or services to or for the benefit of the Bank if the contact
would have an adverse effect upon the safety and soundness of the
institution.





5.
            Antitrust
      Compliance





Relationships with
Competitors – The antitrust laws are intended to preserve and foster the
American economic system of free enterprise by assuring energetic but fair
competition among business firms, and to prevent business activity that results
in undue or unfair restraint or competition, the formation of monopolies, and
various undesirable business practices.





In
providing its full range of financial services, the Bank engages in vigorous,
yet fair and open competition. All of the Directors, Officers and Team Members
are expected to observe the highest standards of ethical conduct in
relationships with competitors. It is the Bank’s policy to emphasize the quality
and competence of services and staff rather than to criticize those of
competitors.




Board Attestation:Date