EXHIBIT
14


CODE
OF ETHICS





ADOPTED
BY THE BOARD OF DIRECTORS OF


MISSION
COMMUNITY BANK AND MISSION COMMUNITY BANCORP


ON
JULY 28, 2008





CODE OF ETHICS FOR
EXECUTIVE OFFICERS


AND
SENIOR FINANCIAL OFFICERS








INTRODUCTION





The Board
of Directors of Mission Community Bank and Bancorp has adopted this code of
ethics (the "Bank Officer Code") on behalf of the Bank and Company (the “Bank”)
for the purpose of promoting:





·
            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 a registrant files with, or submits to, the Securities and
      Exchange Commission ("SEC") and in other public communications made by the
      Bank and that are within the Covered Officer's
    responsibility;




·
            compliance
      with applicable laws and governmental rules and
    regulations;




·
            the
      prompt internal reporting of violations of the Bank Officer Code;
      and




·
            accountability
      for adherence to the Bank Officer
Code.







This Bank
Officer Code applies to the Chief Executive Officer, President, Chief Financial
Officer, Principal Accounting Officer and Treasurer of the Bank or persons
performing similar functions as set forth in Exhibit A (the "Covered
Officers").





CONFLICTS
OF INTEREST





Overview.Each Covered Officer
should adhere to a high standard of business ethics and should be sensitive to
situations that may give rise to actual as well as apparent conflicts of
interest. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, the Bank.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his or her family, receives improper personal benefits as a result of
his or her position with the Bank.





Guiding Principles. The
overarching principle is that the personal interest of a Covered Officer should
not be placed improperly before the interest of a Bank.





1.
            A
      Covered Officer must not improperly use his or her personal influence or
      personal relationships to influence investment decisions or financial
      reporting by the Bank or other company,
      whereby the Covered Officer would benefit personally to the detriment of
      the Bank.





2.
            A
      Covered Officer must not cause the Bank to take action, or fail to take
      action, for the individual personal benefit of the Covered Officer rather
      than the benefit the Bank.








Mission
Community Bank & Mission Community Bancorp




Code
of Ethics for Executive Officers & Senior Financial Officers




Adopted
by the Board of Directors on July 28, 2008







3.
            A
      Covered Officer must not retaliate against any other Covered Officer or
      any employee of the Bank or their affiliated persons for reports of
      potential violations that are made in good
  faith.





Disclosure of Potential Conflicts.Each Covered Officer shall complete the Bank Directors and Officers
Questionnaire, which covers a variety of affiliations and other relationships
related to conflicts of interest, at least annually. In addition, each Covered
Officer shall provide prompt and full disclosure to the Bank Officer Code
Compliance Officer (as defined below), in writing, prior to entering into any
material transaction or relationship which may reasonably be expected to give
rise to a conflict (other than conflicts arising from the advisory
relationship). This includes, but is not limited to, the following:





service
as a director, officer, partner, consultant or in any other key role with any
company with which a Bank has current or prospective business
dealings;









·
            the
      receipt by a Covered Officer and his or her family members of any gifts
      from any company with which a Bank has current or prospective business
      dealings if it influences or gives the appearance of influencing the
      recipient;




·
            the
      receipt of customary business amenities from any company with which a Bank
      has current or prospective business dealings unless such amenity is
      business related, reasonable in cost, appropriate as to time and place,
      and neither so frequent nor so costly as to raise any question of
      impropriety;




·
            any
      ownership by a Covered Officer and his or her family members of
      significant financial interest in any company with which a Bank has
      current or prospective business dealings, other than its investment
      adviser, principal underwriter, transfer agent or any affiliated person
      thereof; and




·
            a
      direct or indirect financial interest in commissions, transaction charges
      or spreads paid by the Bank for effecting portfolio transactions or for
      selling or redeeming shares other than an interest arising from the
      Covered Officer's employment, such as compensation or equity
      ownership.









DISCLOSURE
AND COMPLIANCE





1.
            Each
      Covered Officer should familiarize himself or herself with the disclosure
      requirements generally applicable to the
Bank.





2.
            Covered
      Officers should maintain skills appropriate and necessary for the
      performance of their duties for the Bank. Covered Officers should
      responsibly use and control all Bank assets entrusted to
    them.





3.
            Each
      Covered Officer should, to the extent appropriate within his or her area
      of responsibility, consult with other officers and employees of the Bank
      or its affiliates with the goal of promoting full, fair, accurate, timely
      and understandable disclosure in such reports and documents the Bank files
      with, or submits to, the SEC.





4.
            To
      the extent that Covered Officers participate in the creation of a Bank's
      books and records, they must do so in a way that promotes the accuracy,
      fairness and timeliness of those
records.








Mission
      Community Bank & Mission Community
Bancorp


Code
      of Ethics for Executive Officers & Senior Financial
      Officers


Adopted
      by the Board of Directors on July 28,
2008







5.
            Each
      Covered Officer should not knowingly misrepresent, or cause others to
      misrepresent, facts about the Bank to others, whether within or outside
      the Bank, including to the Bank's Board, auditors, and to governmental
      regulators and self-regulatory
organizations.





6.
            It
      is the responsibility of each Covered Officer to promote compliance with
      the standards and restrictions imposed by laws, rules and regulations
      applicable to the Bank.





7.
            Each
      Covered Officer shall notify the Code Compliance Officer promptly if he or
      she knows of any violation of this Bank Officer Code. Failure to do so is
      itself a violation of this Bank Officer
Code.








REPORTING
AND ACCOUNTABILITY





Upon
adoption of the Bank Officer Code (or thereafter as applicable, upon becoming a
Covered Officer), each Covered Officer shall affirm in writing to the Code
Compliance Officer that he or she has received, read and understands the Bank
Officer Code. Annually thereafter each Covered Officer shall affirm that he or
she has complied with the requirements of the Bank Officer Code.











Except as
described below, the Code Compliance Officer is responsible for applying this
Bank Officer Code to specific situations in which questions may arise and has
authority to interpret this Bank Officer Code in any particular situation. The
Board of Trustees hereby designates the Chairman of the Board Audit Committee as
the Code Compliance Officer. The Code Compliance Officer (or his designee) shall
take all action he/she considers appropriate to investigate any actual or
potential conflicts or violations reported to him.





Any
matters that the Code Compliance Officer believes is a conflict or violation
will be reported to the Corporate Governance Committee, which shall determine
sanctions or other appropriate action. No Covered Officer who is a member of
such committee may participate in any determination under this Bank Officer
Code.  The Corporate Governance Committee shall be responsible for
reviewing any requests for waivers from the provisions of this Bank Officer
Code. Any violations of this Bank Officer Code, any waivers granted from the
Bank Officer Code and any potential conflicts and their resolution shall be
reported to the Board of Directors, or a committee thereof at the next regular
meeting. This provision of this Bank Officer Code, other than amendments to
Exhibit A, and any waivers, including implicit waivers, shall be disclosed in
accordance with SEC rules and regulations.





AMENDMENTS





Any
amendments to this Bank Officer Code must be approved or ratified by a majority
vote of the Board, including a majority of independent
directors.








Mission
Community Bank & Mission Community Bancorp


Code
of Ethics for Executive Officers & Senior Financial Officers


Adopted
by the Board of Directors on July 28, 2008









CONFIDENTIALITY





All
reports and records prepared or maintained pursuant to this Bank Officer Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Bank Officer Code, such
matters shall not be disclosed to anyone other than the Board, counsel to the
Board of Directors, counsel to the Bank and counsel to the Bank's
adviser.





INTERNAL
USE





The Bank
Officer Code is intended solely for the internal use by the Bank and does not
constitute an admission, by or on behalf of any Bank, as to any fact,
circumstance or legal conclusion.








EXHIBIT
A





Persons
Covered by this Code of Ethics


Title:





·Chief
      Executive Officer, Mission Community Bank; President/ Chief Executive
      Officer,
              Mission
      Community Bancorp·President,
      Mission Community Bank; Executive Vice President, Mission Community
      Bancorp·Executive Vice
      President/Chief Financial Officer·Executive Vice
      President/Chief Credit Officer·Senior Vice
      President/Controller








Executed
this _______ day of July, 2008 by:











______________________________________________


(Name and
Title)