**Exhibit 14**

 

# **Mission Community Bank and Mission Community Bancorp**

# ** **

# ** CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER**

# **ANDSENIOR FINANCIAL OFFICERS**

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# **INTRODUCTION**

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TheBoard of Directors of Mission Community Bank and Bancorp has adopted this codeof 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 ethicalhandling of actual or apparent conflicts of interest between personal andprofessional relationships;

 

·                  full, fair, accurate, timely and understandabledisclosure in reports and documents that a registrant files with, or submitsto, the Securities and Exchange Commission (“SEC”) and in other publiccommunications made by the Bank and that are within the Covered Officer’sresponsibility;

 

·                  compliance with applicable laws and governmental rules andregulations;

 

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

 

·                  accountability for adherence to the Bank OfficerCode.

 

ThisBank Officer Code applies to the Principal Executive Officer, PrincipalFinancial Officer, Principal Accounting Officer and Treasurer of the Bank orpersons performing similar functions as set forth in Exhibit A (the “CoveredOfficers”).

 

# **CONFLICTSOF INTEREST**

# ** **

**Overview.** Each Covered Officer should adhere to a highstandard of business ethics and should be sensitive to situations that may giverise to actual as well as apparent conflicts of interest. A “conflict ofinterest” occurs when a Covered Officer’s private interest interferes with theinterests of, or his or her service to, the Bank. For example, a conflict ofinterest would arise if a Covered Officer, or a member of his or herfamily, receives improper personal benefits as a result of his or her positionwith the Bank.

 

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

 

1.                                       ACovered Officer must not improperly use his or her personal influence or personalrelationships to influence investment decisions or financial reporting by aBank whereby the Covered Officer would benefit personally to the detriment ofthe Bank.

 

2.                                       ACovered Officer must not cause a Bank to take action, or fail to take action, forthe individual personal benefit of the Covered Officer rather than the benefitthe Bank.

 

3.                                       ACovered Officer must not retaliate against any other Covered Officer or anyemployee of the Bank or their affiliated persons for reports of potentialviolations that are made in good faith.

 

**Disclosureof Potential Conflicts.**Each Covered Officer shall completethe Bank’ Directors and Officers Questionnaire, which covers a variety ofaffiliations and other relationships related to conflicts of interest, at leastannually. In addition, each Covered Officer shall provide prompt and fulldisclosure to the Bank Officer Code Compliance Officer (as defined below), inwriting, prior to entering into any material transaction or relationship whichmay reasonably be expected to give rise to a conflict (other than conflictsarising from the advisory relationship). This includes, but is not limited to,the following:

 

·                                          serviceas a director, officer, partner, consultant or in any other key role with anycompany with which a Bank has current or prospective business dealings;

 

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

 

·                                          thereceipt of customary business amenities from any company with which a Bank hascurrent or prospective business dealings unless such amenity is businessrelated, reasonable in cost, appropriate as to time and place, and neither sofrequent nor so costly as to raise any question of impropriety;

 

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

 

·                                          adirect or indirect financial interest in commissions, transaction charges orspreads paid by a Bank for effecting portfolio transactions or for selling orredeeming shares other than an interest arising from the Covered Officer’semployment, such as compensation or equity ownership.

 

# **DISCLOSUREAND COMPLIANCE**

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1.                                     EachCovered Officer should familiarize himself or herself with the disclosure requirementsgenerally applicable to the Bank.

 

2.                                     CoveredOfficers should maintain skills appropriate and necessary for the performanceof their duties for the Bank. Covered Officers should responsibly use andcontrol all Bank assets entrusted to them.

 

3.                                     EachCovered Officer should, to the extent appropriate within his or her area ofresponsibility, consult with other officers and employees of the Bank or itsaffiliates with the goal of promoting full, fair, accurate, timely and understandable disclosure in such reports anddocuments the Bank file with, or submit to, the SEC.

 

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

 

5.                                     Each Covered Officer should not knowingly misrepresent, orcause others to misrepresent, facts about the Bank to others, whether within oroutside the Bank, including to the Bank’ trustees and auditors, and togovernmental regulators and self-regulatory organizations.

 

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

 

7.                                     Each Covered Officer shall notify the Code ComplianceOfficer 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.

 

# **REPORTINGAND ACCOUNTABILITY**

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Uponadoption of the Bank Officer Code (or thereafter as applicable, upon becoming aCovered Officer), each Covered Officer shall affirm in writing to the CodeCompliance Officer that he or she has received, read and understands the BankOfficer Code. Annually thereafter each Covered Officer shall affirm that he orshe has complied with the requirements of the Bank Officer Code.

 

Exceptas described below, the Code Compliance Officer is responsible for applyingthis Bank Officer Code to specific situations in which questions may arise andhis authority to interpret this Bank Officer Code in any particular situation.The Board of Trustees hereby designates the Chairman of the Board AuditCommittee as the Code Compliance Officer. The Code Compliance Officer (or hisdesignee) shall take all action it considers appropriate to investigate anyactual or potential conflicts or violations reported to him.

 

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Anymatters that the Code Compliance Officer believes is a conflict or violationwill be reported to the Bank Ethics Committee, which shall determine sanctionsor other appropriate action: No Covered Officer who is a member of suchcommittee may participate in any determination under this Bank OfficerCode.  The Bank Ethics Committee shall beresponsible for reviewing any requests for waivers from the provisions of thisBank Officer Code. Any violations of this Bank Officer Code, any waiversgranted from the Bank Officer Code and any potential conflicts and theirresolution shall be reported to the Boards of Trustees, or a committee thereofat the next regular meeting. This provision of this Bank Officer Code, otherthan amendments to Exhibit A, and any waivers, including implicit waivers,shall be disclosed in accordance with SEC rules and regulations.

 

# **AMENDMENTS**

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Anyamendments to this Bank Officer Code must be approved or ratified by a majorityvote of the Board, including a majority of independent trustees.

 

# **CONFIDENTIALITY**

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Allreports and records prepared or maintained pursuant to this Bank Officer Codewill be considered confidential and shall be maintained and protectedaccordingly. Except as otherwise required by law or this Bank Officer Code,such matters shall not be disclosed to anyone other than the Board, counsel tothe Independent Trustees, counsel to the Bank and counsel to the Bank’ adviser.

 

# **INTERNALUSE**

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TheBank Officer Code is intended solely for the internal use by the Bank and doesnot constitute an admission, by or on behalf of any Bank, as to any fact,circumstance or legal conclusion.

 

EXHIBIT A

 

Persons Covered bythis Code of Ethics

 
| **Name**          | ** ** | **Title**                                                                                                          |
|-------------------|------------|--------------------------------------------------------------------------------------------------------------------|
| Anita M. Robinson |       | Chief Executive  Officer, Mission Community Bank; President and Chief Executive Officer, Mission Community Bancorp |
| Brooks W. Wise    |       | President, Mission  Community Bank; Executive Vice President, Mission Community Bancorp                            |
| Ronald B. Pigeon  |       | EVP and Chief Financial  Officer                                                                                   |
| James M. Judge    |       | EVP and Chief Credit  Officer                                                                                      |
| Lisa Ramser       |       | SVP and Controller                                                                                                 |

 

 

**Executed this              day of July, 2007 by:**

 

 
|   |   |
|--------|--------|

 

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