**Exhibit 14.0**

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**Code of Ethics**

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**(For senior financial officers in accordance with theSarbanes-Oxley Corporate Responsibility Act of 2002)**

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**MISSION COMMUNITYBANK AND MISSION COMMUNITY BANCORP**

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**CODE OF ETHICS FORPRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS**

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**INTRODUCTION**

 

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

 

•      honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;

 

•      full,fair, accurate, timely and understandable disclosure in reports and documentsthat a registrant files with, or submits to, the Securities and ExchangeCommission (“SEC”) and in other public communications made by the Bank and thatare within the Covered Officer’s responsibility;

 

•      compliancewith applicable laws and governmental rules and regulations;

 

•      theprompt internal reporting of violations of the Bank Officer Code; and

 

•      accountabilityfor adherence to the Bank Officer Code.

 

This Bank Officer Code applies to the Principal Executive Officer,Principal Financial Officer, Principal Accounting Officer and Treasurer of theBank 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 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 her family,receives improper personal benefits as a result of his or her position with theBank.

 

**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 orpersonal relationships to influence investment decisions or financial reportingby a Bank whereby the Covered Officer would benefit personally to the detrimentof the Bank.

 

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

 

**Disclosure ofPotential Conflicts.**Each Covered Officer shallcomplete the Bank’ Directors and Officers

 

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Questionnaire, which covers a variety of affiliations and otherrelationships related to conflicts of interest, at least annually. In addition,each Covered Officer shall provide prompt and full disclosure to the BankOfficer Code Compliance Officer (as defined below), in writing, prior toentering into any material transaction or relationship which may reasonably beexpected to give rise to a conflict (other than conflicts arising from theadvisory 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;

 

•      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**

 

1.     Each Covered Officer shouldfamiliarize himself or herself with the disclosure requirements generallyapplicable to the Bank.

 

2.     Covered Officers shouldmaintain skills appropriate and necessary for the performance of their dutiesfor the Bank. Covered Officers should responsibly use and control all Bankassets entrusted to them.

 

3.     Each Covered Officer should,to the extent appropriate within his or her area of responsibility, consultwith other officers and employees of the Bank or its affiliates with the goalof promoting full, fair, accurate, timely and understandable disclosure in suchreports and documents the Bank file with, or submit to, the SEC.

 

4.     To the extent that CoveredOfficers participate in the creation of a Bank’s books and records, they mustdo so in a way that promotes the accuracy, fairness and timeliness of thoserecords.

 

5.     Each Covered Officer shouldnot knowingly misrepresent, or cause others to misrepresent, facts about theBank to others, whether within or outside the Bank, including to the Bank’trustees and auditors, and to governmental regulators and self-regulatoryorganizations.

 

6.     It is the responsibility ofeach Covered Officer to promote compliance with the standards and restrictionsimposed by laws, rules and regulations applicable to the Bank.

 

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7.     Each Covered Officer shallnotify the Code Compliance Officer promptly if he or she knows of any violationof this Bank Officer Code. Failure to do so is itself a violation of this BankOfficer 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 writingto the Code Compliance Officer that he or she has received, read andunderstands the Bank Officer Code. Annually thereafter each Covered Officershall affirm that he or she has complied with the requirements of the BankOfficer Code.

 

Except as described below, the Code Compliance Officer is responsiblefor applying this Bank Officer Code to specific situations in which questionsmay arise and his authority to interpret this Bank Officer Code in anyparticular situation. The Board of Trustees hereby designates the Chairman ofthe Board Audit Committee as the Code Compliance Officer. The Code ComplianceOfficer (or his designee) shall take all action it considers appropriate toinvestigate any actual or potential conflicts or violations reported to him.

 

Any matters that the Code Compliance Officer believes is a conflict orviolation will be reported to the Bank Ethics Committee, which shall determinesanctions or other appropriate action: No Covered Officer who is a member ofsuch committee may participate in any determination under this Bank OfficerCode.  The Bank Ethics Committee shallbe responsible for reviewing any requests for waivers from the provisions ofthis Bank Officer Code. Any violations of this Bank Officer Code, any waiversgranted from the Bank Officer Code and any potential conflicts and their resolutionshall be reported to the Boards of Trustees, or a committee thereof at the nextregular meeting. This provision of this Bank Officer Code, other thanamendments to Exhibit A, and any waivers, including implicit waivers, shall bedisclosed in accordance with SEC rules and regulations.

 

**AMENDMENTS**

 

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

 

**CONFIDENTIALIT**Y

 

All reports and records prepared or maintained pursuant to this BankOfficer Code will be considered confidential and shall be maintained andprotected accordingly. Except as otherwise required by law or this Bank OfficerCode, such matters shall not be disclosed to anyone other than the Board,counsel to the Independent Trustees, counsel to the Bank and counsel to theBank’ adviser.

 

**INTERNAL USE**

 

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

 

 

EXHIBIT A

 

Persons Covered by this Code of Ethics

 
| **Name**          |   | **Title**                             |
|-------------------|--------|---------------------------------------|
| Anita M. Robinson |   | President and Chief Executive Officer |
| William C. Demmin |   | EVP and Chief Financial Officer       |

 

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