EXHIBIT 14

                                 CODE OF ETHICS

                                 Code of Ethics
            For Chief Executive Officer and Senior Financial Officers
                           of Georgetown Bancorp, Inc.

      It is the policy of  Georgetown  Bancorp,  Inc.  that the Chief  Executive
Officer  ("CEO"),  Chief Financial  Officer ("CFO") and Controller of Georgetown
Bancorp,  Inc. (hereinafter referred to as the "Company") adhere to and advocate
the following principles governing their professional and ethical conduct in the
fulfillment of their responsibilities:

  1.  Act with  honesty and  integrity,  avoiding  actual or apparent  conflicts
      between his or her  personal,  private  interests and the interests of the
      Company, including receiving improper personal benefits as a result of his
      or her position

  2.  Perform responsibilities with a view to causing periodic reports and other
      documents  filed with the SEC to  contain  information  that is  accurate,
      complete, fair and understandable.

  3.  Comply with laws of federal,  state, and local  governments  applicable to
      the  Company,  and  the  rules  and  regulations  of  private  and  public
      regulatory agencies having jurisdiction over the Company.

  4.  Act in good faith,  responsibly,  with due care,  and  diligence,  without
      misrepresenting  or  omitting  material  facts  or  allowing   independent
      judgment to be compromised.

  5.  Respect the  confidentiality of information  acquired in the course of the
      performance  of his or her  responsibilities  except  when  authorized  or
      otherwise  legally   obligated  to  disclose.   Do  not  use  confidential
      information  acquired  in  the  course  of the  performance  of his or her
      responsibilities for personal advantage.

  6.  Proactively promote ethical behavior among subordinates and peers.

  7.  Use corporate assets and resources  employed or entrusted in a responsible
      manner.

  8.  Do  not   use   corporate   information,   corporate   assets,   corporate
      opportunities or one's position with the Company for personal gain. Do not
      compete directly or indirectly with the Company.

  9.  Comply in all respects  with the  Company's  Code of Business  Conduct and
      Ethics.

  10. Advance the Company's legitimate interests when the opportunity arises.

      It is also the Policy of the Company that the CEO, CFO and  Controller  of
the Company acknowledge and certify to the foregoing annually and file a copy of
such certification with the Audit Committee of the Board.

      The Audit  Committee  of the Board shall have the power to  monitor,  make
determinations,  and recommend action to the Board with respect to violations of
this Policy.

<PAGE>

                            Georgetown Bancorp, Inc.
                       Code of Business Conduct and Ethics

                              Section 1 - Overview
                              --------------------

1.1   Purpose of the Code

This Code of Business Conduct and Ethics ("Code") is intended to deter
wrongdoing and promote:

  o   Honest and ethical  conduct,  including the ethical  handling of actual or
      apparent   conflicts  of  interest   between   personal  and  professional
      relationships;

  o   Full, fair, accurate timely and understandable disclosure in documents the
      Company files with, or submits to, the Securities and Exchange  Commission
      ("SEC") and in all public communications made by the Company;

  o   Compliance with applicable governmental laws, rules and regulations;

  o   Prompt internal reporting to designated persons of violations of the Code;
      and

  o   Accountability for adherence to the Code.

1.2   Application of the Code

The Code applies to all directors (where applicable),  officers and employees of
Georgetown  Bancorp,  Inc. and its  subsidiaries and affiliates (the "Company"),
including  Georgetown  Savings Bank. The Code applies to all employee  decisions
and activities within the scope of employment,  or when representing the Company
in any capacity.  A copy of the Code will be included in the orientation package
provided to new employees.  Following  review of the Code, new employees will be
asked to sign a written  confirmation  that they have  reviewed  the Code in its
entirety, and agree to adhere to its provisions.  All Company managers should be
familiar with the  requirements of the Code, and should  encourage  employees to
apply the Code to their daily  activities  and  decisions,  and to seek guidance
from the appropriate  individuals when additional  information or explanation is
needed.  Each executive officer and director shall affirm annually to the entire
board of directors that the executive  officer or director has read and complied
with the Code,  and that they do not know of any  unreported  violations  of the
Code.

The Code will be incorporated into the Employee Handbook.

1.3 Obtaining Guidance

If you need additional explanation regarding a particular provision of the Code,
or if you need guidance in a specific  situation,  please contact your immediate
supervisor (or, in the case of directors, the Chairman of the Board of Directors
and/or  the  Board  of  Directors  directly).  If you  are an  employee  and are
uncomfortable  speaking  to  your  immediate  supervisor,   or  if  you  require
additional  guidance  after  having  consulted  with  your  supervisor,  you are
encouraged to contact the Company's  Vice  President of Human  Resources  (Wendy
Girroir) or President and Chief Executive Officer (Robert E. Balletto).

You may contact any manager for guidance on any sensitive personal matter,  such
as possible discrimination or harassment.

1.4 Reporting Violations of the Code

Acting with the  highest  standard  of ethics and  integrity  is critical to the
success  of our  Company,  and must be  reflected  in our  daily  decisions  and
actions.  It is the duty and  responsibility  of each  employee  and director to
understand and adhere to the  principles  provided in the Code so that potential
issues may be effectively and efficiently  resolved and the valuable  reputation
of the Company preserved.  Any known or suspected  violation of the Code must be
promptly reported.  This includes  violations or possible  violations  involving
you, another employee,  including managers,  or an agent acting on behalf of the
Company.  Any  violation of law,  rule or  regulation  applicable to the Company
and/or corporate policy is also a violation of this Code. Violations of the Code
may result in disciplinary  action including,  in severe  situations,  immediate
termination of employment.

If you know of or suspect a violation of the Code, including actions or failures
to act,  immediately  report the matter to your manager or the  Company's  Chief
Executive Officer (and, in the case of directors, to the Board of Directors).

<PAGE>

If you are not  comfortable  reporting a known or suspected  violation to any of
these persons, you may contact the Chairman of the Audit Committee, Mr. David H.
Condon, at 978-372-3723 to leave a confidential message.

In addition,  concerns regarding  questionable  accounting,  internal accounting
controls  or auditing  matters  may be made  directly to any member of the Audit
Committee.

All concerns or complaints will be promptly  investigated and appropriate action
taken.  No person  expressing  concerns  or  complaints  will be  subject to any
disciplinary  or other adverse  action by the Company  absent a knowingly  false
report.  All  concerns or  complaints  may be made  anonymously  and will remain
confidential. Please provide sufficient information to allow parties to properly
investigate your concerns or complaints. The Company will retain a record of all
concerns and complaints, and the results of its investigations, for five years.

Section 2 - Confidentiality of Information
------------------------------------------

2.1   General

Every employee has a strict responsibility to safeguard all confidential Company
information  entrusted to (or known by) him or her.  Each  employee must respect
and  maintain  confidentiality  regarding  the  transactions  and affairs of the
Company.

A customer's financial or personal information is strictly confidential and must
never  be used  or  disclosed  in an  improper  or  inappropriate  manner.  This
information  may  not be  used as a basis  for  personal  investment  decisions.
Employees must treat  confidential  customer  information in accordance with the
provisions of this Code.

Financial  information  about the Company is not to be given to persons  outside
the Company  unless it has been  reported to the  shareholders  or has otherwise
been made  available to the public.  Exceptions to this general  policy  include
disclosure to attorneys,  accountants and other professionals  working on behalf
of the Company, as well as regulatory examiners. Any and all subpoenas of or for
information  received by an employee of the Company  shall be  forwarded  to the
President and Chief Executive Officer for review and response.

Employees  possessing  information that could influence  decisions regarding the
purchase  or sale of Company  stock must take  precautions  to ensure  that this
information  is  not  inappropriately   shared  with  others,   including  other
employees.  Employees  with material  nonpublic  information  cannot buy or sell
Company  stock.  For more  information on your  obligations,  please contact the
Company's President and Chief Executive Officer.

This section also applies to  information  inadvertently  received by employees,
including  e-mails,  facsimile  transmissions,  all  types  of  mail,  including
inter-office  mail,  and all  other  forms  of  written,  verbal  or  electronic
communications.

2.2   Examples of Confidential Information

  o   The identity of customers  and  potential  customers  and their  personal,
      business and financial information;

  o   Non-public business and financial information of the Company;

  o   Personal information regarding any employee of the Company;

  o   Personal or non-public business information regarding any supplier, vendor
      or agent of the Company;

  o   Information  related to, including the identity of,  potential  candidates
      for mergers and acquisitions;

  o   Information   regarding  the  Company's  business  strategies,   plans  or
      proposals;

  o   Information related to computer software programs,  whether proprietary or
      standard;

  o   Information  related  to  documentation  systems,  information  databases,
      customized   hardware  or  other  information  systems  and  technological
      developments;

  o   Manuals, processes, policies, procedures,  compositions,  opinion letters,
      ideas, innovations, inventions, formulas and other proprietary information
      belonging to the Company or related to the Company's activities;

  o   Security   information,   including  without   limitation,   policies  and
      procedures,   passwords,   personal   identification  numbers  (PINs)  and
      electronic access keys;

  o   Communications by, to and from regulatory agencies;

  o   Certain communications with or from attorneys for the Company; and

  o   Any other  information which may be deemed  confidential,  or which may be
      protected according to the Company's Customer Privacy Policy.

<PAGE>

2.3   Examples of Material Inside Information

Generally,  material inside  information is defined as any  information  that is
confidential  in nature,  and that a reasonable  investor would likely  consider
important in deciding  whether to buy,  sell, or hold the Company's  stock.  The
following  types of information,  if not generally known or publicly  announced,
should be considered  material inside  information and treated  according to the
provisions of this Code:

  o   Proposals or plans for mergers and acquisitions;

  o   Earnings estimates or results, whether for the month, quarter or year;

  o   Determinations as to cash or stock dividends to be paid by the Company;

  o   New product innovation, development or implementation;

  o   Major  litigation,  adverse  regulatory  proceeding or material  threat of
      either event;

  o   Significant  operational issues,  including changes in reserves for losses
      and loss adjustment expenses;

  o   Significant expansion of operations,  whether geographic or otherwise,  or
      the curtailment of current or future planned operations; and

  o   Any other information that, if known, would likely influence the decisions
      of investors.

Section 3 - Conflicts of Interest
---------------------------------

3.1   General

Our ability to act fairly and with  integrity  is critical  in  maintaining  the
trust we have established with our customers,  our  shareholders,  our suppliers
and vendors,  our regulators and the  communities we serve.  Everyone must avoid
any action or situation  that conflicts with the interests of the Company or its
customers,  or which gives the  appearance  of a conflict.  The  appearance of a
conflict can at times be as damaging as an actual conflict, and can diminish the
valuable  relationships  we have developed with others.  We should  consistently
conduct  ourselves  in  the  best  interests  of  the  Company,  its  customers,
shareholders and employees,  and should avoid situations that have the potential
to impair or affect independence and objective judgment.  Any potential conflict
of interest  must be approved in advance by the  Company's  President  and Chief
Executive Officer.  If it involves a director or executive  officer,  the matter
must be approved in advance by the Audit Committee of the board of directors.

3.2   Personal or Related Business Opportunities

Directors and employees must avoid conflicts  involving  business  opportunities
that may arise as a result of their  service  or  employment  with the  Company.
These conflicts not only damage the Company's reputation but also may constitute
criminal violations of federal law. The following are brief guidelines regarding
improper business  opportunities or relationships  that must be reported.  These
guidelines are not intended to be the only business  situations that may involve
a conflict of interest.

  o   Accepting a business  opportunity  from  someone  doing  business  with or
      wanting to do business with the Company that (1) is not available to other
      individuals on similar  terms;  or (2) is made available to you because of
      your position with the Company.

  o   Personally accepting a business opportunity that belongs to the Company.

  o   Engaging in a business opportunity that competes with the Company, whether
      directly or indirectly.

  o   Engaging in a business  opportunity  with the Company through an entity in
      which the employee or director has an undisclosed interest.

Employees  must  disclose  to the  President  and Chief  Executive  Officer  and
directors  must  disclose  to the Board of  Directors  if a relative or business
associate  of the  employee  or the  director  provides or is seeking to provide
goods or services to the Company.

3.3   Employment Outside of the Company

Outside  employment  may  compromise  an  employee's   judgment  or  impede  the
employee's  ability  to  act  in  the  Company's  best  interests.  Accordingly,
full-time  employees may not work  full-time for another  employer.  A part-

<PAGE>

time employee may work for another employer,  and a full-time  employee may work
part-time for another employer with the written approval the Company's President
and Chief Executive Officer (or with the approval of the Board of Directors with
respect  to  outside  employment  by the  Company's  Chairman  of the  Board  or
President and Chief Executive  Officer),  provided that such employment does not
place the employee in a position of competition with the Company, whether direct
or indirect.

3.4   Preferential Treatment in Providing Services

Every  customer  and  employee is entitled to respect,  courtesy  and  equality.
Employees  must provide the highest  level of  professionalism  and service on a
consistent  and  equal  basis.  The  following  are  guidelines  on how to avoid
preferential treatment of certain individuals or businesses.

  o   Employees  must  avoid  favoring  the  interests  of  certain   customers,
      suppliers  or  other  employees.  All  standard  practices,  policies  and
      procedures  apply to all similarly  situated  individuals  and the general
      public.

  o   Employees must avoid the appearance of, or actual  preferential  treatment
      for themselves,  relatives, friends or business associates.  Employees may
      not be involved in Company  matters  regarding  their own  business or the
      business  of their  relatives,  friends or business  associates.  In these
      situations, employees should have an unrelated employee handle the matter.

3.5   Gifts To and From Directors and Employees

Directors and  employees are  discouraged  from  accepting  gifts of any kind in
their capacity as a representative or an employee of the Company.  Soliciting or
accepting  anything of value in connection with a business  transaction may be a
violation of law, with penalties including both monetary fines and imprisonment.
A director or employee,  however, is permitted to accept gifts of nominal value,
except if the gift would affect, or may be perceived to affect,  the judgment or
objectivity  of that  individual  or where there is an intention to influence or
reward  any  business  decision  or  transaction,  whether  before  or after the
decision or transaction is discussed or consummated.  Gifts exceeding $100.00 in
value must be reported to the President and Chief  Executive  Officer within ten
(10) days of receipt.

We recognize the following  exceptions to the prohibition on accepting of gifts,
which are listed below and which would not violate this Code:

  o   Meals and entertainment. Employees may periodically give or receive meals,
      refreshments,  or  other  forms of  entertainment,  including  tickets  to
      sporting events, etc., if:

       o   The items are of reasonable value; and

       o   The  purpose  of  the  meeting or attendance at the event is business
           related.

  o   Advertising and Promotional  Materials.  Employees may occasionally accept
      or give  advertising  or promotional  materials of nominal value,  such as
      pens,  pencils,  notepads,   calendars,  etc.  Gifts  of  promotional  and
      advertising materials should not exceed $100.00 in value.

  o   Cash and Personal Gifts.  Gifts to employees from customers  generally are
      intended as sincere  expressions of friendship and  appreciation  based on
      the personal  relationships  that often  develop in the normal  conduct of
      business.  Gifts of cash,  in any amount,  and any other  gifts  valued in
      excess  of  $100.00,  whether  in the form of food,  merchandise,  unusual
      discounts,  entertainment  or the use of customer or supplier  facilities,
      should be  courteously  declined as contrary to Company  policy.  Properly
      handled,  this can be done  without  offense.  Gifts of cash  include cash
      equivalents such as gift certificates, checks, money orders, securities or
      other items that may readily be  converted to cash.  Acceptance  of gifts,
      gratuities,  amenities  or favors  based on  obvious  family  or  personal
      relationships (such as those between the parents,  children or spouse of a
      corporation  official)  where the  circumstances  make it clear that those
      relationships,  rather  than  the  business  of the  corporation,  are the
      motivating factor are acceptable.

  o   Gifts Rewarding Service or Accomplishment. Employees may accept gifts from
      a civic, charitable or religious organization  specifically related to the
      employee's service or accomplishment.

<PAGE>

  o   Discounts  or Rebates.  Employees  may take  advantage of discounts on the
      Company's  products  or  services  if they are  offered  to all  employees
      generally.  Employees may also periodically accept discounts or rebates on
      merchandise  or services  from a customer or supplier,  provided that such
      discounts or rebates are offered with the same terms and conditions to all
      other  employees,  and the value of such  discounts  or  rebates  does not
      exceed  $100.00.  This  limitation  does not apply to discounts or rebates
      widely available to the general public.

3.6   Gifts to Government Officials.

Various laws and regulations  impose certain  restrictions on giving anything of
value  (including  office  space,  meals,  transportation,  etc.) to elected and
appointed  officials,  including employees of the Company's regulatory agencies.
Registered  lobbyists are subject to additional  restrictions.  Employees should
consult with the President and Chief  Executive  Officer before  entertaining or
providing goods or services to these individuals.

3.7   Memberships on Corporate Boards or Advisory Committees

If you are an employee  (other than the President and Chief  Executive  Officer)
and are  considering  accepting an  invitation  to serve as a board member of an
outside  company,  advisory  board,  committee or agency,  you must first obtain
appropriate  approval from the Company's  President and Chief Executive Officer.
The President and Chief Executive Officer must first obtain appropriate approval
from the Board of Directors.

The Company's consent is not required for membership on the boards of charitable
or  community  organizations,  as long as such  activity  does not  conflict  or
interfere with your duties as a Company employee and does not reflect negatively
on the Company.

In general,  it is  permissible  for  employees  to serve as a director (or in a
substantially  similar  capacity) of another  company  only under the  following
circumstances:

            o     The other  company must not be a competitor  of the Company or
                  be engaged in a business that enhances the marketability of or
                  otherwise supports the products or services of a competitor of
                  the Company.

            o     If the company is one in which the Company has  invested,  the
                  prior consent of the President and Chief Executive  Officer of
                  the Company must be obtained.  You must not make,  participate
                  in or influence decisions on behalf of the Company that relate
                  to the Company's relationship with the other company.

            o     The  company's  business  must  not  be  illegal,  immoral  or
                  otherwise reflect negatively on the Company.

3.8   Other Potential Conflicts of Interest

No statement of policy can address all situations that may present a conflict of
interest for employees.  The Company must rely on the  character,  integrity and
judgment of its employees to avoid those  situations  that may create a conflict
of interest,  or the appearance of a conflict.  In situations  not  specifically
addressed  in this Code,  or in  instances in which  employees  need  additional
guidance or explanation regarding a particular situation,  employees (other than
the  President  and Chief  Executive  Officer) are  encouraged  to consult their
immediate supervisor,  or to contact the Company's President and Chief Executive
Officer.  The President and Chief Executive Officer is encouraged to consult the
Board of Directors.

Section 4 - Use of Company Property and Company Time
----------------------------------------------------

4.1   General

In order to maintain our efficient  operation,  all Company property,  including
trade   secrets,   should  be  closely   protected   and  used   primarily   for
business-related  purposes. This limitation includes, but is not limited to, the
following:

  o   Employees'  use of Company  technology,  including  voicemail,  electronic
      mail,  facsimiles,  internet and other electronic  communication should be
      primarily for  business-related  purposes,  and should be used in a manner
      that does not  adversely  affect the  Company's  reputation or that of its
      employees;

<PAGE>

  o   Employees should exercise caution in safeguarding all electronic  programs
      and technology, data and communications, including any and all information
      accessed inadvertently or in error;

  o   Employees  should exercise a reasonable  amount of caution in ensuring the
      physical security of Company property,  including laptop computers, mobile
      telephones,  pagers and other mobile  equipment  belonging to the Company,
      especially when such property is used off Company premises;

  o   Employees  should not use,  modify or provide access to Company  property,
      including facilities,  records technology, data and documentation,  except
      as authorized in the course of employment; and

  o   Employees  are  prohibited  from  creating or using  unlicensed  copies of
      computer software programs, whether proprietary or standard.

4.2   Use of Intellectual Property

Any and all innovations  created by a Company employee in his/her capacity as an
employee  become the exclusive  property of the Company,  and cannot be used for
any other  purpose  without the express  prior  written  consent of the Company.
These innovations are generally considered "intellectual property," which belong
exclusively to the Company,  and include,  but are not limited to, the following
examples:

  o   Innovations  in products and  services,  whether  actually  developed  and
      implemented during the employee's tenure with the Company;

  o   All forms of expression prepared by employees of the Company in the course
      of  employment,  including  those  committed to paper,  e-mail,  facsimile
      transmissions, computer memory, audio, video or other tangible medium;

  o   Any work  product of an  employee  created or  developed  in the course of
      employment which qualifies as an invention for patent protection;

  o   All confidential information such as computer software programs,  manuals,
      handbooks, documentation,  customer lists or databases, client profiles or
      marketing strategies and plans; and

  o   All Company names, trademarks, service marks, product names, program names
      and other forms of identification.

4.3   Removal of Company Property

The improper removal of Company  property from the premises is prohibited.  This
includes  unauthorized  disclosure  or  transmittal  of Company  information  or
Company records or materials to outside parties.  Upon termination of employment
with the Company,  employees are required to return all Company  property to the
Company.  This includes intellectual  property,  described in Section 4.2 above,
all hard copy and computer stored information,  data and documentation,  whether
originals  or  copies,  customer  lists and  databases,  computer  hardware  and
software, statistical or other scientific analysis, product pricing information,
including formulas and models, financial data and analysis,  cellular telephones
and pagers, corporate credit cards and telephone access cards, facilities access
cards and keys,  and any other  Company  information  or  property  obtained  or
acquired during an employee's  tenure with the Company.  To the extent permitted
by applicable  law, the Company  reserves the right to withhold  compensation or
other payments from employees until all property has been returned.

4.4   Use of Company Time

During working hours and during any period of time that an employee is utilizing
Company  facilities or equipment,  employees should devote  substantially all of
the employee's time to his/her employment duties.

4.5   Rebates or Refunds to Company

Payments to or by  employees  in the nature of a bribe or kickback  are strictly
prohibited.  Any rebate,  refund or any form of  compensation  not  specifically
provided by or authorized by the Company,  received either directly or

<PAGE>

through a third party and paid either to or by employees is prohibited.  Company
policy permits employees to retain miles or points earned from airlines, hotels,
car rental  agencies,  etc., for personal use, and therefore miles or points are
excluded from the requirements of this provision.

4.6      Accounting Practices

All  employees  are  expected  to observe  and comply  with  generally  accepted
accounting  principles,  the system of internal controls and disclosure controls
and  procedures  established  by the  Company  and  provisions  of  the  federal
securities laws requiring that corporate books and records accurately and fairly
reflect in reasonable  detail the financial  condition and results of operations
of the Company.  Company policies are intended to promote full, fair,  accurate,
timely and  understandable  disclosure in reports and  documents  filed with, or
submitted to the SEC and in the Company's public  statements.  In furtherance of
these requirements, employees must practice the following:

  o   No false,  misleading  or  artificial  entries  shall be made on corporate
      books, records and reports for any reason;

  o   No  undisclosed  or  unrecorded   corporate   funds  or  assets  shall  be
      established for any purpose; and

  o   No payments from  corporate  funds or other assets shall be approved or be
      made with the  intention  or  understanding  that any part of such payment
      will be used for any purpose  other than that  described by the  documents
      supporting the payment.  All payments must be supported with appropriately
      approved purchase orders,  invoices or receipts,  expense reports or other
      customary documents, all in accordance with established policy.

In accordance with the rules promulgated by the SEC under the Sarbanes-Oxley Act
of 2002,  it is unlawful for any officer or director of the Company or any other
person  acting  under  the  direction  of such  person,  to take any  action  to
fraudulently influence, coerce, manipulate, or mislead any independent public or
certified  accountant  engaged in the  performance of any audit of the Company's
financial  statements  for the purpose of rendering  such  financial  statements
materially misleading.

Section 5 - Political, Governmental and Non-Profit Contributions and Activities
-------------------------------------------------------------------------------

5.1   General

Employees may  participate in our government and political  processes.  However,
participation  must  be in  the  employee's  individual  capacity  and  not as a
representative  of the  Company.  Only  lobbyists,  employees  and agents of the
Company  who have been  formally  engaged  to act on behalf of the  Company  may
participate in political activities in that capacity.

No employee may make a contribution  on behalf of the Company,  or offer the use
of Company  facilities,  equipment or personnel in connection with any political
party, candidate or election, whether partisan or non-partisan.

5.2   Participation in Non-Profit Organizations

Employees are  encouraged to actively  participate  in non-profit  organizations
that support the  communities and customers  served by the Company.  The Company
provides  many  opportunities  for its  employees to  participate  in non-profit
services and events, and also encourages  employees to participate in activities
beyond those sponsored or promoted by the Company.

In instances in which an individual  participates  in  non-profit  activities or
services in their  capacity as an employee of the Company,  employees must do so
with the same level of ethics,  professionalism  and integrity  exercised in the
workplace.  This includes a duty to avoid situations that may present a conflict
of interest or the  appearance of a conflict.  Employees must not represent that
they are making decisions on behalf of the Company. Any pledge or gesture of the
Company's  support or  participation in a non-profit  organization  must receive
advance approval from the Company's President and Chief Executive Officer.

<PAGE>

Section 6 - Personal Conduct
----------------------------

6.1   General

Employees  are the  Company's  most valuable  asset,  and the proper  conduct of
employees is essential to the success of the Company.  It is imperative that all
employees  conduct their daily  activities,  transactions and interactions  with
customers, fellow employees, our regulators and others with the highest standard
of  integrity  and  professionalism.  Employees  should act in a  courteous  and
considerate  manner at all  times,  and  should be  respectful  of the rights of
others.  Employees are expected to refrain from any  dishonest or  inappropriate
act in connection with their employment.  The Company, at its discretion, is the
sole determiner of what types of conduct are improper,  and what, if any, action
will be taken in instances in which employees  exhibit improper or inappropriate
behavior. Inappropriate behavior includes any activity through which an employee
reduces or destroys  his or her  effectiveness,  the  effectiveness  of a fellow
employee, or the ability of the Company to serve its customers.

Employees are required to maintain  eligibility for coverage under the Company's
fidelity bond under federal law and as a condition of employment.  Employees are
also  expected  to exhibit  appropriate  behavior  outside of the  workplace  in
accordance with the Employee Handbook,  as improper behavior beyond the confines
of one's employment may also reflect negatively on the Company.

6.2   Corporate Policies

All directors and employees are required to comply with the  requirements of all
policies  of the  Company.  Directors  and  employees  must also comply with the
procedures implementing and effectuating the provisions of these policies.

This section  applies to all Company  policies,  including,  but not limited to,
human resource  policies,  legal and compliance  policies,  privacy and security
policies,  corporate  governance  guidelines,  as well as this Code.  Failure to
comply with Company policies and procedures  (including this Code) may result in
disciplinary action including,  in severe situations,  immediate  termination of
employment.

Section 7 - Administration and Waivers
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7.1   Administration

This Code will be  administered,  interpreted  and  monitored  by the  Company's
President and Chief  Executive  Officer,  its Personnel  Officer and one Company
director  elected  by the Board of  Directors  at its  annual  meeting.  General
questions  and  requests  for  additional  information  on this  Code  should be
directed to the President and Chief Executive Officer.

7.2   Waivers and Amendments

Any  requests  for  waivers  of the Code  for  employees  who are not  executive
officers  must be directed  through your  supervisor  to the President and Chief
Executive  Officer.  Requests for waivers for directors  and executive  officers
must be  directed to the Board of  Directors.  Only the Board of  Directors  may
waive the  applicability  of the Code for a director or executive  officer.  Any
waiver  granted to directors  or executive  officers,  including  the  principal
executive  officer and the  principal  accounting  officer,  and the reasons for
granting the waiver,  and any change in the Code  applicable  to  directors  and
executive officers,  including the principal executive officer and the principal
accounting officer,  must be promptly disclosed to the public as required by law
or by the listing rules of the Nasdaq, as applicable.

Any  amendments  to the Code must be approved by the Board of  Directors  of the
Company.