**EXHIBIT 14.1**

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# **CODE OF ETHICS**

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## **INTRODUCTION**

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The maintenance of extremely high standards ofhonesty, integrity, impartiality and conduct is essential to ensure the properperformance of the bank’s business and to ensure the public’s trust.  The preservation of the trust and the bank’sreputation requires close observance of these standards on the part of the bankdirectors, officers and employees.  TheFederal Bribery Law (18 U.S.C. Section 215) provides that whoever:

 

(1)           corruptly gives, offers, orpromises anything of value to any person, with intent to influence or reward anofficer, director, employee, agent or attorney of a financial institution inconnection with any business transaction of such institution; or

 

(2)           an officer, director,employee, agent or attorney of a financial institution, corruptly solicits ordemands for the benefit of any person, or corruptly accepts or agrees to acceptanything of value from any person, intending to be influenced or rewarded inconnection with any business or transaction of such institution shall be(guilty of an offense).

 

Thepenalty provision of this statute provides that if the value of the bribeoffered or received exceeds $100.00, the offense is a felony punishable up tofive (5) years in prison and a fine of $5,000.00, or three (3) timesthe value of the bribe or gratuity, whichever is greater.

 

RiverviewNational Bank and its operating divisions, First National Bank of Marysvilleand Halifax National Bank, requires that its directors, officers, employees andother representatives avoid possible misconduct and conflicts of interestthrough informed judgment.  In addition,careful regard is required for the standards of conduct and responsibilities asset forth.  In all situations, includingthose where there are no legal principles applicable or the law is unsettled,directors, officers and employees are expected to conduct themselves in such amanner that can be supported by the bank and to exercise good judgment in thedischarge of their responsibilities.  Compliancewith this Code of Ethics will be the responsibility of every representative ofthe bank.  The needs of the community areto be given consideration in making business decisions.

 

TheBoard of Directors of Riverview National Bank and its operating divisions,First National Bank of Marysville and Halifax National Bank, has adopted thisCode of Ethics and delegated the CEO’s the responsibility for itsadministration throughout the bank.  Itis the CEO’s responsibility to be familiar with this code of conduct and toabide by the letter and spirit of its provisions at all times.  All employees are expected to make everyreasonable effort to ensure that their staff complies with the provisions ofthis Code on a continuing basis.

 

### **ConfidentialInformation**

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Employees must not discuss or otherwise useinformation obtained in the course of their work at the bank relating tocustomers, other employees or bank operations for any 

 

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purpose other than to conduct the bank’sbusiness.  Discussing or acting on “insideinformation” violates the trust that customers place in the bank and that thebank places in its employees.  Forexample, an employee may be terminated for breach of trust in discussing acustomer’s financial affairs outside of work or for disclosing to an outsideparty any information about the company’s financial affairs or other internalmatters not previously a matter of public record, except as permitted by law.

 

### **Conflictof Interest**

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No employees shall make or approve loans to anybank, partnership, estate, trust, association or other entity or person inwhich they have an interest directly or indirectly (whether as a director,officer, shareholder, manager, lender, joint venture or other otherwisecontrolling investor), or in which a member of their immediate family orbusiness associate has such an interest. Any such request for credit extension is to be referred to another bankofficer with no connection or affiliation to the potential borrower.  All transactions are to arms-lengthtransactions.  It is the policy of thebank that all directors, officers, employees and other representatives of thebank must avoid potential conflicts of interest.  A potential conflict of interest existswhenever a director, officer or employee has an outside interest, directly orindirectly, which conflicts with the individual’s duty to the bank or adverselyaffects the individual’s judgment in the discharge of his or herresponsibilities.

 

The appearance of a conflict of interest may be justas harmful to the bank’s reputation as an actual conflict of interest.  Employees are prohibited from self-dealing orotherwise trading on their positions with the bank from seeking a businessopportunity not available to other persons or that is made available because ofsuch employees’ positions with the bank. The bank’s name is not to be used as leverage by directors, officers oremployees to enhance their own opportunities, when dealing with others, intheir political, investment or retail purchasing activities.  All officers and employees must report anyviolations or suspected violations of Federal Criminal Law as soon as it isdiscovered to the CEO who must investigate and report the matter through legalcounsel to the F.B.I., the U.S. Attorney’s Office, the F.D.I.C., the Pa.Department of Banking and to the bonding company.  If a potential conflict of interest doesarise involving an officer or employee, its nature and extent should be fullydisclosed immediately to the CEO who, after making a thorough review of thecircumstances, will report to the board of directors to determine theappropriate course of action to be taken.

 

Officers and employees must disclose all potentialand actual conflicts of interest including those in which they have beeninadvertently placed due to business or personal relationships with customers,suppliers, business associates or competitors of the bank.  In the event a potential or actual conflictof interest arises in connection with a member of the board of directors, itsnature and extent should immediately and fully be disclosed to Management andto other members of the board of directors. Lending officers are not permitted to process loan applications or toextend credit to members of their immediate family.  Immediate family is defined as spouses,parents, children and siblings.  Any such

 

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loan application must be referred to another lendingofficer.  Extending credit to companiesin which the lending officer has an interest as a director, officer,controlling person or in which a member of the lending officer’s immediatefamily has such an interest is not permitted. No loans to directors or officers will be made under terms and conditionsdifferent than those stated in the lending policy.

 

**EmployeeIndebtedness**

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Borrowing by an employee from an individual orbusiness customer of the bank should always be avoided (unless the customer isa recognized lending institution).  Theapproval or denial of such a request imposes a wrongful burden on the customerand can impair the judgment of the employee when making business decisionsinvolving the customer.

 

Executive officers of the bank are reminded of thereporting requirements of Regulation O. If you are unclear about these requirements, please contact the CEO.

 

**Personal Finances**

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Because of our position of trust in the community, personal financesshould be managed with prudence. Personal financial affairs should be conductedin such a manner as to be above regulatory or auditing criticisms or concerns.Officers and employees should discuss any financial emergency with the CEO.

 

In the event an employee files bankruptcy, the Human ResourceDepartment must be notified within three (3) business days of the filing.

 

All employees should assume the position of a regular customer whenhandling their personal bank business. All transactions should be handled inthe normal over-the-counter procedure. No employees will be permitted totransact their own or a relative’s bank business. Avoid direct or indirectfinancial interest with competitors, customers, and suppliers.

 

**Gifts and Fees**

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The bank expects all directors, officers and employees to renderefficient and courteous service to its customers at all times withoutexpectation of reward. To avoid even the appearance of impropriety, it isimportant that each staff member decline any cash or gifts the acceptance ofwhich would raise the slightest doubt of improper influence. If an officer oremployee is offered or receives something of value from a customer, the sameofficer or employee must disclose that fact to the CEO. Such disclosures shallbe kept at the bank in written reports. Management will review the disclosuresto determine whether what is offered or accepted is reasonable and not harmfulto the integrity of the bank.

 

It is recognized, however, that certain gift giving may occur withoutthe intent to influence or reward an officer corruptly in connection with thebusiness of the bank. Exceptions to the general 

 

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prohibition of accepting things of value in connection with thebusiness of the bank may include acceptance of: (a) Gifts, gratuities, amenities or favors based on obvious familyor personal relationships (such as those between parents, children or spouse ofa financial institution official) where the circumstances make it clear that itis those relationships rather than the business of the bank which are themotivating factors; (b) meals, refreshments, entertainment, accommodationsor travel arrangements, all of reasonable value, in the course of a meeting orother occasion, the purpose of which is to hold bona fide business discussionsor to foster better business relations, provided the expense would be paid bythe bank as a reasonable business expense if not paid by the other party; (c) Loansfrom other financial institutions on customary terms to finance proper andusual activities of bank officials such as home mortgage loans except whereprohibited by law; (d) Advertising or promotional material of reasonablevalue such as pens, pencils, note pads, key chains, calendars and similaritems; (e) Discounts or rebates on merchandise or services that do notexceed those available to other customers; (f) Gifts of reasonable valuethat are related to commonly recognized events or occasions such as apromotion, new job, wedding, retirement, holiday or birthday. The limit set bythe bank would be thirty ($30) dollars; (g) Civic, charitable, educationalor religious organization awards for service and accomplishment. The maximumlimit set by the bank would be thirty ($30) dollars.

 

**Political Contributionsand Activities**

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Individual participation in political and civic activities isencouraged, including the making of personal contributions to politicalcandidates or activities. The bank, or anyone acting on its behalf, isprohibited from making an expenditure or contribution either directly orindirectly in connection with an election to political office.

 

Therefore, the bank will not make political contributions to individualcandidates or political parties. Employees who wish to donate money or servicesto a candidate or party may do so as individuals, and not as representatives ofthe bank. To avoid any interpretation of bank sponsorship or endorsement,neither the bank’s name nor its address should be used. Do not use the bankname in or associated with any political advertisements or literature. TheFederal Elections Commission, however, does permit the use of bank funds andassets for limited political purposes such as establishing political actioncommittees and implementing non-partisan voter registration or “get out thevote” campaigns.

 

Officers and employees must be constantly aware when consideringelection or appointment to corporate boards, public offices or commissions suchthat serving in such capacity will not place them in a position where apotential conflict of interest may arise. Unless specifically approved by theCEO or the bank’s board of directors, no director, officer or employee shallserve on the board of directors of any bank entity which is in directcompetition with the bank. If a conflict develops, the bank reserves the rightto request the person involved to divest him or herself of one of theconflicting interests. Similarly, no director, officer, employee or director,officer or employee who is also a substantial shareholder of another companyshall serve as a director of any bank entity where such circumstances exist.

 

**Business Conduct**

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In the conduct of the bank’s business, no bribe, kickback, or similarremuneration or consideration of any kind is to be given or offered to anyindividual or organization. The activities of the bank must always be in fullcompliance with all applicable laws and regulations. 

 

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The bank expects its staff to comply fully with the letter, spirit, andintent of all laws and regulations.

 

It is the policy of the bank to comply fully with the antibriberyprovisions. It is a criminal offense for any U.S. enterprise to offer a bribeto an official, political party, party official, or candidate for politicaloffice for the purpose of obtaining, retaining, or directing business to anyperson, regardless of whether that person is the one making the bribe. A bribemay take the form of an offer, payment, promise to pay, or authorization of thepayment of any money or anything of value.

 

It is commonly recognized that there is a direct correlation betweenillegal or improper payments and inaccurate records. To guarantee the accuracyof the bank’s books and records, the following principles should be observed:1. All transactions or conduct of the bank’s business must be properlyreflected in the bank’s books; 2. No secret or unrecorded fund, bank money orother assets shall be established or maintained; 3. Any payment is prohibitedif no record of its disbursement is entered in the bank’s accounting recordsand 4. Making false and fictitious entries in the books or records of the bankor issuing false or misleading documents is prohibited and will, most likely,result in a criminal offense.

 

**Customer Referral**

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Bank employees may be requested by bank customers and the generalpublic to provide a referral to professional services, such as attorneys,securities brokers, certified public accountants, insurance agents, and realestate agents. Employees shall, when approved by management, recommend severalqualified sources from which the customer can select. Bank employees should notmake any adverse or negative comments regarding any outside professional. If anemployee cannot give a positive recommendation regarding the outsideprofessional, the employee should indicate to the customer that the employee hasno recommendation to give regarding the particular professional. If you do makea positive referral, it should be limited to a statement that you have heardgood comments regarding the professional but you or the bank cannot make anyspecific referrals or endorsements. The employee should exercise extremecaution not to make any statement that could subject either the employee or thebank, or both, to an action for libel or slander.

 

In several instances, discussions with customers may lead to a requestthat the employee give an opinion or statement about the legality of aparticular transaction. Employees are not qualified to give legal advice. Thebank also does not engage in the business of giving investment or tax advice.These are areas that are best left to the professional in that particularfield. Extreme care must be exercised in discussions with customers, andnothing should be said that could be construed as the giving of legal advice,tax advice, or investment advice.

 

**Fiduciary Appointment**

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Without specific approval, employees are not to act as agent or deputyin any signing capacity on any account (except for members of their families)held in the bank. Further, employees may not act as executor, administrator,trustee, guardian, custodian, or in any fiduciary capacity without authoritygranted by the bank. This would normally be granted only to act for spouse,mother, father, brother, sister, son, daughter, or dependent.

 

There may be instances wherein a bank employee is requested to acceptan appointment as a fiduciary or co-fiduciary (personal representative,trustee, administrator, guardian, executor, or 

 

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custodian) with the bank, another person, or a firm or corporation.Except where the request is for a member of the immediate family, all employeesmust obtain prior approval of the bank’s board of directors before acceptanceof the positions. Employees are reminded to consult senior management becausefederal or state regulations govern the acceptance of fees as a fiduciary.Except for a member of an officer’s or employees’ immediate family, priorapproval by the CEO is required before acceptance by an officer or employee ofappointment as fiduciary or co-fiduciary (executor, administrator, guardian ortrustee) of customers of the bank, either with the bank or with another person,firm or corporation. The CEO must obtain the approval of the Board ofDirectors. Any acceptance of these dating prior to the date of this documentdoes not require approval by the CEO or the Board of Directors. Immediatefamily is defined as spouses, parents, children and/or siblings. To avoid eventhe appearance of impropriety, directors should exercise reasonable caution inaccepting appointment as a fiduciary or co-fiduciary.

 

**Beneficiary under a Will or Trust**

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Officers and employees must report any gift of a beneficial interest orlegacy under wills or trusts of customers of the bank, other than a relative,at such time as the officer or employee learns of the designation. The objectof such a notification is to allow for consideration of all facts in each caseto make certain there are no conflicts of interest. Also, that a disinterested,reasonable third party could not allege a conflict of interest upon the officeror employee in receipt of the benefit. If these reporting requirements resultsin a decision that a real or apparent conflict exists, the officer or employeewill be expected to make every effort to be relieved of the benefit and, in alllikelihood, will be required to renounce the gift.

 

**ACKNOWLEDGMENTSTATEMENT**

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The policies stated in the Code of Ethics are intended to give anemployee an indication of how most ethical situations are normally handled.

 

**Statement**

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I have read the policies and programs outlined in this Code of Ethics.I understand I must adhere to these policies.

 

I further understand that the bank reserves the right to unilaterallymodify, amend, or eliminate policies.

 

I also understand that the information in this Code of Ethics is confidentialand for the use of our employees only. It will, at all times, remain theproperty of the bank. Should employment be terminated for any reason, I willreturn this Code of Ethics to the bank.

 

I acknowledge that the bank may withhold from my final paycheck thecost of any items that are not returned prior to my last day of employment.

 

I further understand:

 

Policies and the Code of Ethics may be updated fromtime to time as described herein.

 

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By signing this statement, I acknowledge that I have received and read,not necessarily agree with, our employee Code of Ethics and this statement.

 

 
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| Employee Name (Please Print) |   | (Date) |
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| Employee Signature           |   |

 

 

Note: This page should be signed, removed from the Code of Ethics,and returned to the Human Resource Department.

 

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