**Exhibit 14**

 

| The Bank Holdings |   | Audit and Compliance Policies |   | Conflict of Interest & Ethics |
|-------------------|--------|-------------------------------|--------|-----------------------------------|

Approved Board of Directors on November 5, 2003

 

 

**Conflict of Interest/Code ofEthics Policy**

** **

**I. BACKGROUND AND REGULATORY RISK ISSUES**

 

**Receiving or soliciting gifts to influence a financial transactionrepresents significant regulatory risk, is strictly prohibited, and may resultin stiff penalties. The Bank Bribery Act of 1984 increased the urgency forfinancial institutions to educate all of their employees and members of theBoard of Directors against participating in such transactions, by creatingsubstantial penalties. The Bank Bribery Act and the adoption of Regulation O orthe Financial Institutions Regulatory Act (FIRA) underscored the need forsufficient policy regarding proper director or employee/customer relationships.Improper director or employee/customer relationships may also result innegative market reaction or reputation risk.**

 

**A.  Major Policy Elements**

 

1.               Guidelines for directors and employeesto use “reasonable” standards regarding normal amenities that facilitateconducting business.

 

2.               Disclosure of business and otherrelationships that may result in conflicts of interest.

 

**B.  Other Considerations**

 

1.               Prevention of possible compromisingsituations through prior knowledge and proper handling.

 

2.               Preservation of respectability.

 

3.               See also Insider Trading andConfidentiality Policy and Employee Handbook.

 

**II. STATEMENT OF NEED ANDDEFINITION**

** **

The Board ofDirectors acknowledges the risk that conflicts of interest may arise inobtaining persons involved in the business and civic community to act asdirectors, senior officers, and employees of the bank. Because of such persons’worth in attracting and maintaining business relationships, the Board feels itprudent to adopt a conflict of interest policy.

 

**III.****THE PURPOSE**

 

In recognizingthat excessive activities and gratuities and access to information may lead toconflicts of interest for employees, directors, and principal shareholders, theCompany/Bank has developed this policy to recognize such positions and toprevent a loss of objectivity by requiring appropriate and trustworthy conduct.

 

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**IV.****GENERALOBJECTIVES OF THE CONFLICT OF INTEREST POLICY**

 

The generalobjective of this policy is to require **immediate disclosure** of any potentialconflict of interest and to prevent such a situation from arising. Adherence tothis policy should prevent the development of improper relationships betweenfinancial institution directors, officers, employees, and the customers theyserve.

 

**V.  SPECIFIC GOALS**

** **

The specificgoals of this policy are to:

 

A.           Establish a monetary limit on nominal giftsand gratuities.

 

B.             Describe situations in which possibleconflicts of interest may occur and to require proper conduct of all employeesand directors.

 

C.             Require reporting of conflicts tosuperiors and written disclosures of business interests.

 

**VI.**                                POLICY ELEMENTS

** **

**A. Authority**

** **

**The Board of Directors is ultimately responsible for establishingspecific policies to address potential conflicts of interest for directors,senior officers, and employees of The Bank Holdings and The BankHoldings/Nevada Security Bank. The authority to implement policy and relatedprocedures has been assigned to the Chief Executive Officer.**

** **

Any action taken regarding inappropriate insider activities or a breachof the Company’s/Bank’s code of ethics will ultimately be reviewed and actedupon by the entire Board of Directors, after considering the facts, theseriousness of the conduct, and any potential breach of trust.

 

**B. Risk Management**

** **

In addressing conflicts of interest, the Board of Directors and seniormanagement must be aware of the potential risks that arise from insider abuseand subsequent market reaction. In establishing a Conflict of Interest/Code ofEthics Policy, the Board has evaluated various related risks; these risks, andtheir related management techniques, include:

 

*1.**              Compliance Risk.*Maintaining legal compliance with various appropriate regulations as well ascompliance with the organization’s Code of Ethics.

 

*2.**              Reputation Risk.*Developing and retaining marketplace confidence in handling customers’financial transactions in an appropriate manner as well as protecting thesafety and soundness of the institution.

 

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**C. Definitions**

** **

For the purposes of this policy, the following definitions apply:

 

*1.**              Officer or Employee.*A part-time or full-time salaried officer or employee of The BankHoldings/Nevada Security Bank

 

*2.**              Gift.*Mayinclude cash or property, special discounts, price concessions, specialpersonal items, special personal entertainment (other than of a normal socialnature), special personal services, gratuitous personal services, personalfavors, or special dispensations of any kind that could be attributed to therecipient’s position or responsibilities with The Bank Holdings/Nevada SecurityBank

 

*3.**              Immediate Family.*Spouse,minor child, and/or other dependent of the officer, employee, or director

 

For definitions of company, control of a company or bank, and principalshareholder and/or related interest, refer to 12 CFR 215, Regulation O.

 

**D. Policy Statement**

** **

Due to the increased number of financial institution failures resultingfrom self-dealing, fraud, and misconduct of directors, management, andemployees, the Board of Directors of The Bank Holdings/Nevada Security Bankintends to hold its employees and directors to this strict code of ethics andto require reporting of conflicts of interest. Individuals associated with thisCompany/Bank have a primary responsibility to uphold the standards of thisCompany/Bank.

 

Failure to comply with all policies herein described may result in thetermination of employment or directorship.

 

All employees, directors and representatives of The BankHoldings/Nevada Security Bank are required to act in a responsible andrespectable manner and to remain free of influences that may result in the lossof objectivity regarding business conducted with Company/Bank customers or withthe Company/Bank itself. Each employee and director must disclose and avoid anyinterests or activities involving another organization or individual that mayresult in a conflict of interest between The Bank Holdings/Nevada Security Bankand that organization or individual.

 

While this policy does not intend to interfere with the personal livesof employees, directors and representatives, it requires those persons torecognize situations where conflicts of interest may arise and to avoid themwhen possible. If these situations cannot be avoided, they must be reportedimmediately as provided in this policy. Subsequently, the employee, director orrepresentative should remove himself or herself from any compromisingsituations, whether it involves advising the other person or entity orapproving or voting on extensions of credit.

 

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**E. Confidential Information**

** **

All employees and directors must acknowledge that all informationconcerning Company/Bank, customer, depositor, and director information isconsidered confidential and is to be used for Company/Bank purposes only. Theuse of such information for personal, family, or other gain is unethical andillegal under securities rulings and federal statutes.  Information regarding any business conductedcannot be disclosed to outside individuals (unless authorized by theCompany/Bank or its customer, etc.) and may not be used for personal gain.

 

Use of confidential information for other than The BankHoldings’/Nevada Security Bank’s business purposes may result in disclosure ofinsider information. Insider information is defined as information of amaterial nature to affect the price of stock involved. Insider information maynot be used to purchase, trade, or solicit securities until that information isavailable to the general public.

 

The use of confidential information received by either the investmentor loan divisions may not be provided to other departments for investment ofdiscretionary funds or advice to customers and vice versa. Any transfers ofinformation regarding customer accounts must be strictly information that isavailable to the public.

 

In addition, all published information (both for internal and externaluse), developed programs, equipment, etc. are the property of The BankHoldings/Nevada Security Bank and are reserved for use by employees anddirectors of The Bank Holdings/Nevada Security Bank. Use of these materials forany other purpose may constitute copyright infringement and theft.

 

See also Insider Trading and Confidentiality Policy and the EmployeeHandbook.

 

**F. Gifts and Entertainment**

** **

Employees and directors of The Bank Holdings/Nevada Security Bank arenot to solicit gifts from prospective or current customers, associates, or anyother individual or business. Any gifts received shall be of nominal value.Nominal value is considered to be anything below $100. **Cash gifts are prohibited**.  No gifts shall be accepted from customers,suppliers, or others who have contact with the Company/Bank where such giftsare intended or may be construed to result in favorable treatment being giventhe donor.  Acceptance of gifts of $100or more in value where no influence is intended must be reported to andapproved by the Senior Officer’s Committee (employees) or the Audit andCompliance Committee (Directors).

 

Employees and directors of The Bank Holdings/Nevada Security Bank mayparticipate in entertainment and amenities of reasonable cost to facilitate business.Payment by anyone other than the Company/Bank of excessive costs or travel notcustomary or within acceptable business practice must not be accepted. Anyquestionable circumstances must 

 

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be reported to the Senior Officer’s Committee (employees) or the Auditand Compliance Committee (directors).

 

Tickets for sporting, cultural, or other events purchased by theCompany/Bank are to be used in entertaining potential or actual customers,vendors, or others for business purposes only. If it is determined before theevent that the tickets will not be used, an officer may offer them to someoneelse at his or her discretion.

 

 

**G. External Involvement**

** **

While The Bank Holdings/Nevada Security Bank encourages its employeesand directors involvement in outside activities, including charitable andpolitical functions, caution should be exercised in making politicalcontributions. All political contribution requests will be directed to andhandled by the Chief Executive Officer and at the discretion of the Board ofDirectors. At no time will employees or directors solicit other employees anddirectors for political contributions or coerce others into contributing to anyorganization. Conduct must not give the perception that benefit to The BankHoldings/Nevada Security Bank or connections are sought or desired.

 

Additionally, offers to employees of directorship to any outsideorganization that has or desires a business relationship with The BankHoldings/Nevada Security Bank, or to any institution within the financialindustry, must be reported to Chief Executive Officer prior to acceptance.

 

Capitalizing on opportunities for personal gain or compensation outsideof that provided by The Bank Holdings/Nevada Security Bank for the performanceof services for the Company/Bank is strictly prohibited. Employment outside andin addition to employment at the Company/Bank must be reported to the SeniorOfficer’s Committee.

 

 

**H. Consultation**

** **

Refer any questions regarding proper code of conduct to an immediatesupervisor. Actions or acceptance of gifts that are not specifically mentionedin this policy must be reviewed as to intent and purpose. Employees anddirectors should ask themselves: “If a situation were to be made public, wouldmy conduct be embarrassing or come into question?”

 

**I. Conduct of Insiders**

** **

12 CFR § 215, or federal Regulation O, defines “insiders” asdirectors, executive officers, and principal shareholders. These people musttake care that their conduct does not violate rules relating to self-dealingand personal gains. At no time are members of this group allowed to takeadvantage of their position in the Company/Bank for personal

 

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profit or influence over credit and other decisions with regard totheir business or personal interests.

 

Directors and officers are prohibited from being involved in the loanapproval process of insiders who may benefit directly or indirectly from thedecision to grant credit. This prohibition extends to professionalrelationships with any company or firm receiving remuneration as a result ofthe decision to grant credit.

 

Decisions regarding the sale or purchase of Company/Bank assets andservices must be made in the best interests of the Company/Bank, with noinfluence on insiders resulting from gifts, entertainment, or gratuities. Allconduct of such business must be at “arm’s length.”

 

 

**J. Disclosures**

** **

Employees and directors of The Bank Holdings/Nevada Security Bank mustmake annual disclosures of any relationships, receipt of gifts, compensation,or other situations leading to possible conflicts in the following manner:

 
| Employees/Officers |   | Report to  Senior Officer’s Committee |
|--------------------|--------|--------------------------------------------|
| Directors          |   | Audit and  Compliance Committee/Board      |

 

 

Directors, principal shareholders, and executive officers must makeannual disclosures to the entire Board of any actual and potential conflicts ofinterest and any potential conflicts of their related interests.

 

**K. Employee Accounts**

** **

All employees and directors are encouraged to maintain their bankaccounts at The Bank Holdings/Nevada Security Bank to allow the Company/Bank toprovide service and direct deposit of payroll checks. However, under nocircumstances will the Company/Bank pay a rate of interest in excess of therate available to all customers.

 

All applicable fees, including overdraft charges, will be assessed onall accounts of directors, principal shareholders, executive officers andemployees.  Overdraft fees may be waivedonly as a result of a Company/Bank error,

 

**L. Consequences of Noncompliance**

** **

As previously stated, failure to comply with this policy may result inthe termination of employment or directorship. The action taken will becommensurate with the seriousness of the conduct and an evaluation of thesituation. All violations of this policy will be brought to the attention ofthe Board of Directors.

 

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**M. Procedures**

** **

Management is responsible for developing and implementing procedures toensure proper disclosure as required by this policy. Management is alsoresponsible for maintaining documentation of compliance with this policy.

 

Provide the reporting form, Attachment A, to insiders as a tool forcreating an annual report for the Board of Directors regarding businessaffiliation, community affiliations, financial interests in other banks, bankloans, and employment of family members. The Board of Directors needs thisinformation to monitor the activities of insiders and help them avoid potentialconflicts. The Audit and Compliance Committee will review this documentation.

 

**N. Audit Requirements**

** **

The Chief Financial Officer will review documentation for tracking therecordkeeping for the Conflict of Interest/Code of Conduct Policy. Auditprocedures will include a review of compliance with policy requirements toensure compliance with specific policy elements.

 

The Chief Financial Officer will issue a report of the audit findingsand provide a copy of the report to the impacted department/division managementand the Audit and Compliance Committee of the Board of Directors.

 

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**AttachmentAConfidential Financial Disclosure ReportThe Bank Holdings/Nevada Security Bank**

** **

This report isa safeguard for you and The Bank Holdings/Nevada Security Bank. It provides amechanism for determining actual or potential conflicts between your publicresponsibilities and your private interest and activities.

 

The primaryuse of this information is for review by the Board of Directors of The BankHoldings/Nevada Security Bank to determine compliance with applicable federalconflict of interest laws and regulations. Additional disclosures of theinformation on this report may be made to the following:

 

•                  A federal, stateor local law enforcement agency if the disclosing agency becomes aware of aviolation or potential violation of law or regulation

 

•                  A court or partyin a court or federal administrative proceeding if the government is a party orin order to comply with a judge-issued subpoena

 

•                  A source whennecessary to obtain information relevant to a conflict of interestinvestigation or decision

 

•                  A judicial oradministrative proceeding, if the information is relevant to the subject matter

 

 

 

 
| This confidential report will not be disclosed to any person  requesting unless authorized by the Board of Directors of The Bank  Holdings/Nevada Security Bank. |   | Position |     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|----------|
| Name                                                                                                                                                             |   |     |     |
|                                                                                                                                                             |   |     |     |
| Address                                                                                                                                                          |   |     |     |
|                                                                                                                                                             |   | Phone    |     |
|                                                                                                                                                             |   |     |
| Employer                                                                                                                                                         |   |     | Position |   |
|                                                                                                                                                             |   |     |     |
| Address                                                                                                                                                          |   |     |     |
|                                                                                                                                                             |   | Phone    |     |
|                                                                                                                                                                  |        |          |          |  |  |  |  |  |

 

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| **BUSINESS AFFILIATIONS** |
|---------------------------|
|                      |
| Name of Business          |   |   |   |
| Type of Business          |   |   | Position |   |
|                      |   |   |   |
| Name of Business          |   |   |   |
| Type of Business          |   |   | Position |   |
|                      |   |   |   |
| Name of Business          |   |   |   |
| Type of Business          |   |   | Position |   |
|                      |   |   |   |
| Name of Business          |   |   |   |
| Type of Business          |   |   | Position |   |
|                           |  |  |  |  |  |

 
| **COMMUNITY AFFILIATIONS** |
|----------------------------|
|                       |
| Name of Organization       |   |   |   |
| Type of Organization       |   |   | Position |   |
|                       |   |   |   |
| Name of Organization       |   |   |   |
| Type of Organization       |   |   | Position |   |
|                       |   |   |   |
| Name of Organization       |   |   |   |
| Type of Organization       |   |   | Position |   |
|                       |   |   |   |
| Name of Organization       |   |   |   |
| Type of Organization       |   |   | Position |   |
|                            |  |  |  |  |  |  |

 

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**FINANCIALINTERESTS IN COMPANY/BANK**

 

Theseinterests include stock and bonds of commercial banks and bank affiliates(including bank holding companies) and financial interests that result when anemployee, spouse, or minor child is the trustee or beneficiary of a trust thatholds bank or bank affiliate securities. Ownership interest in mutual funds isreportable if the fund has more than 25% of its assets in commercial bank orbank affiliate securities. Mutual funds that have 25% or less of their assetsin commercial bank or bank affiliate securities do not have to be reported.

 
| **Owner and  relationship to  you** |   | **Complete  name  of bank and  affiliate** |   | **Main  office  address (city and  state)** |   | **Nature of  financial interest** |   | **Date and  manner of  acquisition** |   |
|-------------------------------------|--------|--------------------------------------------|--------|---------------------------------------------|--------|-----------------------------------|--------|--------------------------------------|--------|
|                                |   |                                       |   |                                        |   |                              |   |                                 |   |
|                                |   |                                       |   |                                        |   |                              |   |                                 |   |
|                                |   |                                       |   |                                        |   |                              |   |                                 |   |
|                                |   |                                       |   |                                        |   |                              |   |                                 |   |
|                                |   |                                       |   |                                        |   |                              |   |                                 |   |

 

 

**BANKLOANS(Including Bank Credit Cards)**

 
| **Name of  Bank** |   | **Previously  Reported** |
|-------------------|--------|--------------------------|
|              |   |                     |
|              |   | Yes   No            |
|              |   |                     |
|              |   | Yes   No            |
|              |   |                     |
|              |   | Yes   No            |
|              |   |                     |
|              |   | Yes   No            |
|              |   |                     |
|              |   | Yes   No            |

 

**EMPLOYMENTOF FAMILY MEMBERS**

 

Family memberincludes:

 

•                  Spouse, father,mother, brother, sister, child, grandparent, and grandchild of the employee

 

•                  Father, mother,brother, sister, and grandparent of the employee’s spouse

 

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•                  Spouse of theemployee’s father, mother, brother, sister, child, grandparent, and grandchild

 

•                  Any other memberof the employee’s household

 
| **Family  member’s  name and  relationship to you** |   | **Complete name of  bank and affiliate** |   | **Main office address  (city and state)** |   | **Position and work  location of family  member** |
|----------------------------------------------------------|--------|------------------------------------------|--------|-------------------------------------------|--------|---------------------------------------------------|
|                                                     |   |                                     |   |                                      |   |                                              |
|                                                     |   |                                     |   |                                      |   |                                              |
|                                                     |   |                                     |   |                                      |   |                                              |
|                                                     |   |                                     |   |                                      |   |                                              |

 

 

I certify thatthe statements I made on this form and all attached statements are true,complete, and correct to the best of my knowledge.

 
|      |   |   |   |   |
|-----------|--------|--------|--------|--------|
| Signature | Date   |

 

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