**Exhibit 14**

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**CoBiz FinancialInc.**

 

**Code ofConduct & Ethics**

 

The Board of Directors of CoBiz Financial Inc. (the “Board”)has adopted this Code of Conduct and Ethics to guide the officers, directorsand employees (“Company Associates”) of CoBiz Financial Inc. and itssubsidiaries (the “Company”) in the performance of their responsibilities tothe Company. In adopting this policy, the Board has strongly reaffirmed theCompany’s commitment to honest, lawful and ethical conduct at all levels of theorganization and to the establishment and preservation of a culture in whichconduct that falls below those standards is not tolerated. The Board iscommitted to maximizing the profitability and value of the Company for itsshareholders, and it believes that dishonest, unlawful or unethical behaviorimpedes rather than promotes the accomplishment of that objective.

 

It is impossible to define “ethics” or “honesty” in detailed rules thatcover every situation. Rather, ethics and honesty are principles to be appliedin a particular situation to reach the right result. There will always beuncertainties and gray areas. To assist Company Associates in applying theprinciples set forth in this Code, the Board has appointed a Director ofInternal Audit to consult on a confidential basis with respect to any situationthat may arise.

 

The following sections of the Code address specific areas ofconcern, but the general principles of honesty, compliance with law, ethicalbehavior and accurate and full disclosure apply to every aspect of the Company’soperations. The Code establishes a Company-wide expectation that all CompanyAssociates are expected to do their best to fulfill and to assure that othersfulfill.

 

**Compliance with Law**

 

It should go without saying that no one is expected,encouraged or authorized to break any law or regulation, or cause the Companyto break any law or regulation, in the course of performing his or her dutiesas a Company Associate. No matter what the apparent short-term benefits to theCompany of ignoring a legal requirement, the long-term effect will always benegative.

 

As a regulated financial institution and a publicly tradedcompany, the Company is subject to a significant regulatory compliance burdenembodied in a host of different and very complex laws and regulations. Thisplaces an extra burden on all Company Associates to become familiar with andcarefully comply with all legal requirements applicable to their areas ofresponsibility. It also magnifies the consequences of non-compliance. Even thougha particular instance of non-compliance may not be of great economicsignificance, the fact of non-compliance alone can result in significantconsequences to the Company. If you are unsure about any legal requirement withwhich you are required to deal, it is your responsibility to ask your immediatesupervisor. The only stupid question is the one you do not ask. It is theCompany’s responsibility to ensure that any questions you ask are answeredcompletely and promptly.

 

**Conflicts of Interest**

 

Company Associates should not engage in any conduct ortransaction in which their own personal interest conflicts or appears toconflict with the interests of the Company. The same concern arises if theinterests of a family member, or a company in which you or a family member owna meaningful interest, conflict or appear to conflict with the interests of theCompany.

 

In performing your responsibilities as a Company Associate,you are expected to make all decisions solely with the best interests of theCompany in mind. You cannot be expected to act solely in the best interests ofthe Company when your own interest would be adversely or favorably affected byan action taken on the Company’s behalf. The only way to avoid such a conflictis to avoid the situation in the first place. Even if you believe in good faiththat you will be able to ignore your personal interests, the existence of theconflict creates an appearance of impropriety that would raise questions aboutthe transaction.

 

Examples of actions that may create a conflict of interestinclude:

 

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· Making a meaningful investment in a business entity withwhich the Company does business (e.g., supplier, customer, etc.).

· Transacting business with the Company on your own behalf oron behalf of a family member or affiliated entity.

· Owning an interest in a competitor of the Company.

· Attempting to influence a decision by Company personnel forthe purpose of benefiting yourself or a family member or affiliated entity.

· Serving as an officer or director of or a consultant to acustomer or supplier of the Company.

 

Obviously, these principles must be applied with commonsense. Most Company Associates have accounts with the Company’s bank and/or useone or more other services offered by the Company. As long as such transactionsare conducted in the ordinary course of business and in accordance withestablished Company policies, no conflict arises. Similarly, you or a businessentity in which you have an interest may conduct business with competitors ofthe Company (*e.g.*, obtainingmortgages or business loans) for a variety of reasons, including historicalrelationships or legal limitations on business conducted with the Company. Aslong as such transactions are conducted in the ordinary course of business andin a manner that does not affect your ability to act solely in the interests ofthe Company, a conflict does not arise.

 

Similarly, owning a small passive investment interest in alarger publicly traded bank holding company or other financial services companywould not represent a conflict, even though the company had a presence in oneor more of the Company’s markets. If, on the other hand, you were to invest ina smaller company that competes head to head with the Company in its markets, aconflict would arise because your actions could influence whether prospectivecustomers choose to do business with the Company or with its competitor. If youown or acquire an interest in a competitor of the Company — large or small —you must disclose that to the Director of Internal Audit, who will inform youwhether the investment appears to present a conflict of interest.

 

Finally, there may be many situations in which serving as anofficer or director of a customer does not present an impermissible conflict.Indeed, the Company has historically asked the owners or executives ofsignificant customers to be on its Board, not only because of their businessjudgment but also because of the customer perspective they can provide. You arerequired to disclose to the Director of Internal Audit any position you holdwith a customer, and the Director of Internal Audit will make a judgment as towhether the position presents a conflict of interest. In any event, you shouldnot take or participate in any action or decision on behalf of the Company thatinvolves a customer with which you have such a relationship.

 

Occasionally, a conflict may arise from a situation orrelationship that already exists and did not constitute a conflict originally.In those cases, you must either terminate the relationship (*e.g.*, by selling any interest in orresigning as an officer or director of an entity with which the Company beginsdoing business) or disclosing the matter to the Director of Internal Audit,requesting a waiver and cooperating in the establishment of appropriateprocedures to neutralize the conflict.

 

**Favors and Gifts**

 

Company Associates must exercise great care in the matter ofgiving and receiving favors and gifts to and from persons and entities withwhich the Company does business.

 

Clearly, Company Associates with sales responsibilities will,in the ordinary course of their duties, have occasion to “wine and dine”customers and prospective customers. Similarly, customers or vendors mayentertain Company Associates at lunch, sporting or other entertainment eventsand the like. These types of activities do not usually create a problem. Onlywhen the value involved is great enough to create a conflict of interest or isintended to cause a Company Associate to take actions that may not be in theCompany’s best interest is a problem presented.

 

In addition, the Bank Bribery Act makes it a crime for adirector, officer or employee of a financial institution to solicit forthemselves or for a third party anything of value from anyone in return for anybusiness, service or confidential information of the Company or acceptinganything of value from anyone 

 

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in connection with the business of the Company, either beforeor after a transaction is discussed or consummated.

 

Because you will be the one facing the conflict, the safecourse is to discuss any questionable situation with the Director of InternalAudit.

 

Here are a few simple rules designed to avoid the mostfrequent problems:

 

· Never seek, accept or agree to accept anything of value froma person who has a business relationship with the Company which may have beenmade or was made with the intent to corruptly influence your conduct.

· Never make or offer to make a payment or gift of more than$200 to an employee of a customer of the Company.

· Never seek or accept a payment or gift (including specialpricing or other terms for goods or services) of more than $200 from a customeror vendor of the Company.

· Be especially careful in dealing with government employees,as many of them are prohibited from accepting anything (even lunch).

 

Company Associates generally may accept, in an amount that isequal to no more than $200 in actual or estimated value and so long as it wasnot made with the intent to corruptly influence your conduct, the following:

 

· Meals, travel arrangements or entertainment when paid for inthe course of business if the expense would have been paid for by the Companyas a reasonable business expense, if not paid by the third party.

· Holiday season gifts, or gifts that relate to commonlyrecognized events or occasions such as a promotion, new job, wedding,retirement, etc. from a person who has a business relationship with theCompany, provided those gifts are of reasonable value.

· Gifts from a person who has a business relationship with theCompany, provided the acceptance is based on a family or personal relationshipexisting independent of the business of the Company and where the circumstancesclearly indicate that the business of the Company was not the motivatingfactor.

· Benefits available to the general public under the sameconditions from persons having a business relationship with the Company (e.g.,advertising or promotional materials and discounts or rebates on merchandise orservices).

· Civic, charitable, educational or religious organizationalawards for recognition of service or accomplishment.

 

The acceptance of cash, gifts or other items of value that donot fall within the exceptions noted above must be reported in writing to theDirector of Internal Audit, who must authorize the receipt of the item.

 

Again, if you encounter a situation in which you are unsureof the propriety of giving or receiving a favor or gift, talk it over with theDirector of Internal Audit.

 

**Disclosure of Confidential Information andTrading in Securities**

 

All Company Associates have been provided with a copy of theCoBiz Financial Insider Trading Policy, which describes the Company’s policieson preserving the confidentiality of material nonpublic information concerningthe Company and trading in Company securities. Compliance with those policiesis a requirement of this Code. The same concerns arise with respect toinformation relating to a customer of the Company and trading in a customer’ssecurities. As a financial institution, the Company obtains extensive financialinformation about its customers and prospective customers, much of which is notpublicly available. Customers provide this information with the expectationthat it will be used solely for the purpose of transactions with the Companyand will not be disclosed to persons outside the Company. Any use of customerinformation for other purposes, including trading in a customer’s securities,or any disclosure of customer information to a third party, is a breach offaith with the customer and is a serious violation of this Code. Our ability tocontinue to attract and retain customers depends upon their ability to relyupon our integrity and discretion in handling the information they provide.

 

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**Company Systems and Information**

 

The Company has established systems and procedures designedto capture and properly record and report information concerning its assets,liabilities and operations. This information is necessary to enable the Companyto comply with its obligations to government agencies and the investing public,as well as to allow the Board and management to make informed businessdecisions. All Company Associates are required to learn the proceduresapplicable to their individual activities and areas of responsibility and to becareful and accurate in reporting information pursuant to those procedures. Theefficacy of the Company’s systems and controls depends upon each individual’scompliance with applicable procedures. It is critical that all information thatyou are required to provide as part of your responsibilities be provided fully,accurately and on a timely basis. Any attempt to “improve” on the facts or tocover up a mistake, and any failure to invest the time and effort required toprovide complete and accurate information, is a violation of this Code. So alsois any failure to correct an error previously made, whether by yourself or byanother person. If you discover an error in the Company’s records, you musteither correct it promptly (if that is within your responsibilities) or reportit to your immediate supervisor or to the Director of Internal Audit.

 

A closely allied issue relates to the use of Company funds orother assets. It is critical that all Company assets be properly recorded andaccounted for on its books. Any attempt to establish a “slush fund” or otherunrecorded asset is a clear violation of the Code, no matter how small theamount.

 

**Cooperation with Auditors**

 

The Company’s internal and outside auditors play a centralrole in assuring that the financial information that the Company releases iscomplete and accurate. In order to do that job, our auditors must receiveaccurate information from Company Associates. All Company Associates areexpected to cooperate fully with our auditors and to ensure that allinformation provided to them is correct and complete. Any failure to do so, andany effort to impede or mislead the auditors, is a violation of this Code, andcan be a criminal act.

 

**Document Retention**

 

The Company has established policies with respect to theretention and preservation of its records. Any failure to comply with thosepolicies is a violation of the Code. If you are unsure what those policiesrequire, you should ask your immediate supervisor or the Director of InternalAudit.

 

If you learn of a subpoena or pending or threatened lawsuitor governmental investigation, you should immediately contact the Director ofInternal Audit. In those circumstances, it is especially important that theCompany does not destroy documents or other records that may be relevant to thematter. Under no circumstances will selective destruction of records or theremoval of records from the Company’s premises be tolerated.

 

**Other Disclosure Issues**

 

In addition to the financial information that goes into thepreparation of its financial statements, the Company is required to provide agreat deal of non-financial information in its reports to the Securities andExchange Commission. Generally, the Company is required to disclose all “material”information to the investing public. In order to help the Company fulfill thatobligation, if you become aware of any fact or circumstance that will or mayhave a material effect on the Company (other than general economic conditions),you should bring it to the attention of the Director of Internal Audit so thatit can be evaluated. As the Company grows, the dollar amount required for amatter to be material increases. However, some matters may be material onqualitative rather than quantitative grounds. If you are in doubt, bring thematter to the attention of the Director of Internal Audit so that others mayparticipate in making a materiality judgment.

 

In order for disclosure to be effective, the information mustbe set forth fully, fairly and in a manner that makes it understandable to thereader. Company Associates who are involved in the preparation of the Company’spublic filings, news releases and other disclosure documents are expected topresent the information being disclosed as simply as possible and not toobscure the disclosure with excessive technical jargon. Employees bringingpotentially material information to the attention of the Director of 

 

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Internal Audit are required to disclose all relevant facts sothat the disclosure decision is made on a fully informed basis.

 

The Company speaks to the public and to market analyststhrough its news releases, reports filed with the Securities and ExchangeCommission, annual reports to shareholders and conference calls in which thepublic is invited to participate. The Company Associates who participate inthat process are carefully selected and trained to ensure that the properinformation is communicated in an appropriate manner. No one else should talkto the media or to a market analyst. Even an inadvertent disclosure of materialnonpublic information may have serious consequences for the Company and, asdescribed in the Company’s policy on confidentiality and trading in Companysecurities, may result in civil and criminal penalties for the person makingthe disclosure.

 

**Reporting Violations**

 

It is your personal responsibility not only to comply withthis Code, but also to help the Company ensure that all Company Associatescomply with this Code. That includes reporting violations or suspectedviolations of the Code. Many people are reluctant to be regarded as a “whistleblower” or a “snitch.” That is not the proper way to view reporting violationsof the Code. It is and should be a matter of personal pride. All CompanyAssociates should take pride in their own honesty and integrity and in thehonesty and integrity of those with whom they work, and therefore should takepride in the honesty and integrity of the Company as an organization. If anyonein the Company does not live up to these standards, it is an affront to therest of the Company Associates who do. Conduct that does not comply with thestandards established in this Code will not be tolerated by the Company andshould not be tolerated by you.

 

You have considerable flexibility in deciding how to reportviolations or suspected violations of the Code. Ordinarily, a report would bemade to your immediate supervisor. However, if you are not comfortable makingthe report to your supervisor, you may report to the Director of InternalAudit. A report to the Director of Internal Audit may be made in person or, ifyou prefer, in writing. A written report may be made anonymously. To make apersonal report, contact the Director of Internal Audit at (720) 264-5529. Tomake a written report, send the report and any related materials to theDirector of Internal Audit, c/o COBIZ FINANCIAL INC., Attn: Dale Reinhardt at821 17th Street, Denver, CO 80202. In addition, you have access to the Chair ofthe Audit Committee of the Board. To make a personal report, contact the Chairof the Audit Committee at (303) 383-1281. To make an anonymous written reportyou have two options:

 

· From an external email address you can send your report to confidential@cobizfinancial.com.The CoBiz email system will mask the sending email address and forward thisemail to the Chair of the Audit Committee.

· An internal report can be created by going to the CoBizBunkhouse, select “CoBiz Companies Home”. From the horizontal navigation barselect “Whistleblower Disclosure Form”. Describe the general nature and detailsof the matter and select “submit form”. An anonymous report will be forwardedto the Chair of the Audit Committee.

 

Just as it is your responsibility to report violations andsuspected violations, it is the Company’s responsibility to investigate allreports in good faith. You have the Company’s commitment that any report youmake will be investigated promptly and thoroughly. You also have the Company’scommitment that you will not be subject to any form of retaliation for making areport, regardless of the result of the investigation. The Board of Directorshas appointed Dale Reinhardt as the Director of Internal Audit for this Code.The Director of Internal Audit will report directly to the Company’s AuditCommittee on any issues related to this Code. The Director of Internal Audit isresponsible generally for interpreting, overseeing and enforcing the Code. Fromyour standpoint, the most important functions of the Director of Internal Auditare to:

 

· Assist Company Associates in interpreting the requirementsof the Code and the various policies referred to in the Code.

· Assist Company Associates in evaluating particularsituations to determine what course of action is appropriate under the Code.

· Receive and investigate reports of violations or possibleviolations of the Code.

 

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To the maximum possible extent, all communications betweenyou and the Director of Internal Audit will be kept confidential.Investigations by the Director of Internal Audit will be conducted promptly. Itis important to leave the investigative function to the Director of InternalAudit. Any attempt to conduct your own investigation may complicate mattersonce the Director of Internal Audit begins his or her investigation.

 

**Enforcement**

 

All suspected violations of the Code will be investigated bythe Director of Internal Audit. If that investigation establishes that aviolation has occurred, appropriate action will be taken to enforce the Codeand assure that similar violations do not occur. In the case of an employee, aviolation may result in disciplinary action, including termination ofemployment. In the case of a director, the violation will be reported to theaudit committee of the Board. In either case, if the violation was criminal innature, it may be reported to the appropriate authorities.

 

**Waivers**

 

In exceptional circumstances, the Company may be willing towaive compliance with a specific requirement of this Code. For example, if anew employee already owns a meaningful interest in a customer of the Companyupon commencement of employment, it may be possible to structure the employee’sduties in such a way that he or she does not deal with matters relating to thatcustomer, in which case a waiver might be appropriate.

 

Waivers may only be granted by the Director of InternalAudit. Waivers for directors and executive officers must also be approved bythe Board and will be disclosed, together with the reasons for the waiver, inthe Company’s public filings. To request a waiver, you must submit a writtenrequest to the Director of Internal Audit setting forth the material facts.Failure to provide all relevant information in connection with a requestfor a waiver would be a violation of the principles set forth in this Code andwould nullify any waiver granted. If a waiver is granted, the Director ofInternal Audit will provide you with a written statement describing the nature,extent and conditions of the waiver. You will be obligated to inform theDirector of Internal Audit of any change in the relevant facts after a waiveris granted. All waivers given will be disclosed to the Audit Committee.

 

**Conclusion**

 

As the recent corporatescandals indicate, corporations get in trouble when the corporate cultureallows or even encourages individual employees to profit at the expense of thecorporation and its stockholders by violating applicable legal and ethical principles.The primary purpose of this Code is to assure that the Company’s culture doesnot tolerate such behavior. However, unless each of us accepts theresponsibility of complying with and insisting that others comply with theCode, it will just be a piece of paper. If each of us abides by and insiststhat others abide by the principles of honesty and integrity underlying theCode, the Company will continue to prosper and to make us all proud of ourassociation with it.

 

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