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                                                               Exhibit 99.5

                    POLICY ADOPTED BY THE BOARD OF DIRECTORS
                RELATING TO INSIDER TRADING IN COMPANY SECURITIES
                          AND CONFIDENTIAL INFORMATION

TO:               ALL PERSONNEL

FROM:             CHIEF EXECUTIVE OFFICER


         The Board of Directors has adopted the following Policy which applies
to all personnel (including directors and officers) of our corporation and its
subsidiaries (collectively called the "Company") arising from our legal and
ethical responsibilities as a public company.

         1. Prohibition Against Trading on Undisclosed Material Information: If
you are aware of material information relating to the Company which has not yet
been made available to the public for at least two full days (often called
"inside information"), you are prohibited from trading in our securities,
directly or indirectly, and from disclosing such information to any other
persons who may trade in our securities. Any information, positive or negative,
is "material" if it might be of significance to an investor in determining
whether to purchase, sell or hold our securities. Information may be significant
for this purpose even if it would not alone determine the investor's decision.
Examples include a potential business acquisition, internal information about
revenues, earnings or other aspects of financial performance which departs in
any way from what the market would expect based upon prior disclosures,
important business developments, deposit relationships, loan portfolio
performance, or an important transaction. We emphasize that this list is merely
illustrative.

         Once material information is announced, trading can occur after a lapse
of two full trading days. Therefore, if an announcement is made before the
commencement of trading on a Monday, an employee may trade in the Company's
stock starting on the Wednesday of that week, because two full trading days
would have elapsed by then (all of Monday and Tuesday). If the announcement is
made on Monday after trading begins, employees may not trade in the Company's
stock until Thursday. Please consult one of our officers if you are uncertain
when trading may commence following an announcement.

         The above prohibition against trading on inside information generally
reflects the requirements of law as well as the Company's Policy. As more fully
discussed below, a breach of this Policy probably will constitute a serious
legal violation as well.

         2. Restricted Periods: No personnel should trade any securities of the
Company during the period that begins 10 days prior to the ends of the Company's
fiscal quarters (including fiscal year end) and ends two full trading days after
the financial results for each quarter, or the full year with respect to the
fourth quarter, have been announced publicly.

         3. Confidentiality Generally: Serious problems could be caused for the
Company by unauthorized disclosure of internal information about the Company,
whether or not for the purpose of facilitating improper trading in our stock.
Company personnel should not discuss internal Company matters or developments
with anyone outside of the Company, except as required in the performance of
regular corporate duties.

         This prohibition applies specifically (but not exclusively) to
inquiries about the Company which may be made by the financial press, investment
analysts or others in the financial community. It is important that all such
communications on behalf of the Company be made only through an appropriately
designated officer under carefully controlled circumstances. Unless you are
expressly authorized to the contrary, if you receive an inquiry of this nature,
you should decline comment and refer the inquiry to the Chief Executive Officer
or the Chief Financial Officer.



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         4. Information About Other Companies: In the course of your employment,
you may become aware of material non-public information about other public
companies -- for example, other companies with which our Company has business
dealings You are prohibited from trading in the securities of any other public
company at a time when you are in possession of material non-public information
about such company.

         5. Tipping. Improper disclosure of non-public information to another
person who trades in the stock (so-called "tipping") is also a serious legal
offense by the tipper and a violation of the terms of this Policy. If you
disclose information about our Company, or information about any other public
company which you acquire in connection with your employment with our Company,
you may be fully responsible legally for the trading of the person receiving the
information from you (your "tippee") and even persons who receive the
information directly or indirectly from your tippee. Accordingly, in addition to
your general obligations to maintain confidentiality of information obtained
through your employment and to refrain from trading while in possession of such
information, you must take utmost care not to discuss confidential or non-public
information with family members, friends or others who might abuse the
information by trading in securities.

         6. Limitation on Certain Trading Activities: We encourage interested
employees to own our securities as a long-term investment at levels consistent
with their individual financial circumstances and risk bearing abilities (since
ownership of any security entails risk). However, Company personnel may not
trade in puts, calls or similar options on our stock or sell our stock "short."
(You may, of course, exercise any stock options granted to you by the Company.)

         7. Consequence of Violation: The Company considers strict compliance
with this Policy to be a matter of utmost importance. We would consider any
violation of this Policy by an employee as a threat to our reputation. Violation
of this Policy could cause extreme embarrassment and possible legal liability to
you and the Company. Knowing or willful violations of the letter or spirit of
this Policy will be grounds for immediate dismissal from the Company. Violation
of the Policy might expose the violator to severe criminal penalties as well as
civil liability to any person injured by the violation. The monetary damages
flowing from a violation could be three times the profit realized by the
violator, as well as the attorney's fees of the persons injured.

         8. Resolving Doubts: If you have any doubt as to your responsibilities
under this Policy, seek clarification and guidance before you act from the Chief
Executive Officer, Chief Financial Officer or corporate counsel. Do not try to
resolve uncertainties on your own.

         9. A Caution About Possible Inability to Sell: Although the Company
encourages employees to own our securities as a long-term investment (see
Section 6), all personnel must recognize that trading in securities may be
prohibited at a particular time because of the existence of material non-public
information. Anyone purchasing our securities must consider the inherent risk
that a sale of the securities could be prohibited at a time he or she might
desire to sell them. The next opportunity to sell might not occur until after an
extended period, during which the market price of the securities might decline.