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EXHIBIT 14.1 The Republic Corporation & Subsidiaries
Houston, Texas Code of Ethics Policy General Policy Statement We, the Board of Directors of The Republic Corporation (Corporation), adopt this Code
of Ethics Policy to guide the directors, officers, and employees of the Corporation and its
subsidiaries regarding the ethical standards that we expect these individuals to follow in their
personal and business conduct. It is our intent to conduct our business according to the highest
ethical standards to merit the complete confidence and trust of our customers, stockholders and the
general public. The Corporations directors, officers, and employees must assume responsibility for
their personal and business conduct so that it does not harm the Corporations reputation as a
responsible financial services organization and public company. Compliance with Laws and Regulations We expect the directors, officers, and employees (collectively referred to as Insiders) of the
Corporation and its subsidiaries to fully comply with the requirements of applicable laws and
regulations. Particularly, as a public company, we intend to, and expect the Corporations insiders
to comply with the requirements of the Sarbanes-Oxley Act of 2002. We expect the Corporations
insiders to use good judgment and high ethical standards in their personal and business conduct. In
addition, we expect those individuals to avoid illegal, dishonest, or unethical conduct. Policy Administration Each insider is responsible for being familiar with the Code of Ethics. Executive officers shall be
responsible for appropriately advising the Corporations employees about the requirements of the
Code of Ethics and monitoring subordinate staff for compliance. Executive officers are responsible for implementing the Code of Ethics and taking appropriate
corrective action where necessary. Any officer or employee violating provisions of the Code of
Ethics may be dismissed from employment. Any director violating the provisions of this Code of
Ethics may be subject to removal by the other directors and/or the stockholders. 1




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Conflicts of Interest Policy A conflict of interest is defined as an insiders involvement in outside businesses which might
either conflict with the insiders duty to the Corporation or adversely affect the individuals
judgment in the performance of his or her responsibilities. Our policy prohibits Corporate
insiders from engaging in personal conduct that will conflict with the interests of the
Corporation. In addition, we believe it is important to avoid even the appearance of a conflict of
interest since this may damage the Corporations reputation. Acceptance of Gifts Insiders and their immediate family shall not solicit, accept, or retain a personal benefit from:  
    Any Bank customer,
    Any individual or organization doing or seeking to do business with the Bank, or
    Any other individual or organization based on a relationship with the Bank or
Corporation. A personal benefit shall include any type of gift, gratuity, favor, service, loan, legacy (except
from a relative), fee, compensation, or anything of monetary value. Certain exceptions to this general rule may be acceptable if there is not, and there appears to be
not, a reasonable likelihood of improper influence on the insiders performance of his or her
duties for the Corporation. The personal benefit may not exceed the value of the following:  
    Normal business courtesies, such as a meal or entertainment, involving no more than
ordinary amenities;
    Non-cash gifts of nominal value such as those received at holiday time or special
occasions that represent expressions of friendship;
    Gifts based upon kinship, marriage, or social relationships entirely beyond and
apart from any business relationship;
    Unsolicited advertising and promotional material of nominal value; and
    Awards given by charitable, educational, civic, or religious organizations for
meritorious contributions or service. Any insider receiving a personal benefit, other than for the exceptions listed above, must report
the benefit to our holding companys Chief Executive Officer (CEO) or other appropriate official
as provided in the Reporting Requirements section of this Policy. We recognize that federal law makes it a crime for any insider of a federally insured bank or bank
holding company to ask, solicit, accept, receive, or agree to receive anything of value from anyone 2




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as part of any business transaction with the Bank. The Bank Bribery Act requires that the insider
have a corrupt intent for this to be considered a crime. We also acknowledge that the penalty for
violating this law is a fine, or imprisonment, or both. Any improper payment should be immediately
reported to the holding companys CEO or other appropriate official. Political Contributions The Bank is prohibited from making a contribution or expenditure in any federal or state election.
We prohibit any insider from making any direct or indirect contribution of Bank funds or other Bank
property for the election of any candidate for any political office. This prohibition includes the
use of our Banks corporate facilities and equipment for any political activity. The Bank may make a loan to a candidate for political office or a political action committee if the
loan is made in the ordinary course of business and complies with the Banks Loan Policy. An insider may participate in political activities as an individual, but not as a representative of
the Bank. To avoid any misunderstanding, the insider may not use the Banks name or address in any
political advertisement or campaign literature. Insiders may make personal contributions to
candidates or political action committees as they so desire. Civic and Charitable Activities Insiders may participate in non-profit social, civic, or philanthropic activities. Each insider
should notify the holding companys CEO or other appropriate official if the insider must obtain
prior approval to represent the Bank as part of these activities. Outside Employment We discourage Bank officers and employees from holding outside employment. A written request to the
Banks CEO for prior approval in those cases where the officer or the employee believes it is
justified. The CEO may not approve any outside employment or activity that might:  
    Subject the Bank to criticism,
    Encroach upon regular working hours,
    Interfere with the officers or the employees regular duties, or
    Necessitate that the officer or employee work such long hours that it affects that
individuals productivity. Any other financial institution, except the holding company, may not employ the bank officers or
employees. The CEO may not have any outside employment, except that he or she may also work for the
holding company. 3




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Personal Finances Each insider should conduct his or her financial affairs in a manner that is above criticism.
Insiders and their immediate families should borrow only from reputable organizations that
regularly lend money. In addition, the insiders borrowings must be based on the prevailing
interest rate and not involve any type of preferential treatment. Bank executive officers who
borrow from another bank or financial institution must report their indebtedness to the Bank within
ten (10) days. For this purpose, Bank executive officers are only those policy-making officers
specifically appointed by Board Resolution. Bank officers and employees are not permitted to borrow
money from their co-workers and should discuss any financial emergency with the CEO. Insiders may
borrow money from relatives without restriction. Bank officers and employees should not sign on customers accounts, act as deputy or co-renter of
customers safe deposit boxes, or otherwise represent customers, except when the customer is
related to the employee by blood or marriage. Personal Investment Activity Insiders may not engage in any investment transactions which create, or give the appearance of
creating, a conflict of interest between the insider and the Bank or between the Bank and any
customer. We do not believe it is possible to specifically list all of the possible conflicts of
interest. However, we require that the following specific situations be avoided:  
    Buying securities of a customer, supplier, borrower, or competitor since it may be
construed as affecting the insiders judgment that is exercised on the Banks behalf;
    Investing in a company involved in the possible use of non-public information
concerning that company;
    Permitting a customer to arrange investments for the account of the insider or his
or her immediate family;
    Investing in customer-sponsored businesses under circumstances that might
create a conflict of interest or the appearance of a conflict; and making investments
that parallel or anticipate investment action by the Bank. Any Bank officer or employee who has a margin account with a broker or dealer in securities or
commodities must report that information to the Banks CEO or other appropriate official. Purchases of Bank Assets Bank insiders, whether acting individually or in a fiduciary capacity, are not permitted to
sell or purchase assets to or from the Bank or any estate being administered by the Bank without
obtaining prior approval of the Banks CEO or other appropriate official. 4




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Bank insiders are prohibited from purchasing repossessed or foreclosed property from the bank. Bank insiders are not required to obtain prior approval for any assets that the Bank is selling at
a public sale or auction. Lending Practices The Banks lending officers must use prudent lending guidelines as detailed in the Banks Loan
Policy in making loans to Bank customers. The lending officer must justify any interest rate
concessions based on the borrowers creditworthiness and overall business relationship with the
Bank. Lending officers may not grant direct or indirect accommodations or make credit recommendations
for:  
    Members of their families,
    Any individual or organization to which the officer or employee or his or her
immediate family is indebted, or
    Any organization which the insider or his or her immediate family is associated or
hold a material financial interest. Bank insiders may not grant any loan or gratuity to any federal or state bank examiner or employee
working for the Banks auditing firm. Advising Customers Bank officers and employees must exercise care in discussing transactions with customers since the
Bank may not practice law or give legal or tax advice. Consequently, Bank officers and employees
must not say anything that may be interpreted as legal or tax advice. Bank officers and employees must recommend several qualified sources if a customer asks about
professional services, including attorneys, accountants, insurance agent, etc. We prohibit Bank
officers and employees from specifically recommending anyone or any firm when a customer asks for
advice regarding professional services. Rather, we believe the better practice is to provide the
customer with a list of qualified sources from which to choose. Borrowing from Customers Insiders may not borrow from or extend credit to any customer or supplier of the Bank unless the
customer or supplier is a recognized lending institution. Insiders should not cosign, endorse, or
otherwise assume liability for the borrowings of any customer or prospective customer. 5




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Serving as an Individual Fiduciary Bank officers and employees must request prior approval from the Banks CEO or other appropriate
official before accepting appointment as a fiduciary or a co-fiduciary for a customers account.
The only exception to this rule is that a Bank officer or employee may serve as a fiduciary for a
member of his or her immediate family without obtaining prior approval of the CEO or other
appropriate official. A Bank officer or employee may not receive a fee for acting as a
co-fiduciary with the Bank unless specific prior approval is received. Confidentiality Customer Information We believe that it is essential to safeguard the confidential nature of customer financial
information to maintain our Banks reputation and the trust of the general public. Our policy is
that customer confidential information acquired by any insider as a result of his or her activities
on the Banks behalf must be held in the strictest confidence. The insider may only use this
information for Bank-related purposes and not for personal gain. An insider may only release
information regarding a customer to private persons, organizations, or governmental bodies with the
customers written consent or appropriate legal process, such as a subpoena or court order.
Insiders may not discuss confidential customer information with anyone outside the Bank. In
addition, insiders may only discuss confidential customer information with insiders that have a
legitimate business need to know. The Banks CEO or other appropriate official is responsible for
reviewing any request for such information, including subpoenas and court orders. Information Regarding the Holding Company Insiders may not release financial or other information regarding the Bank or Corporation to any
outside person or organization unless it has been published in reports to stockholders or otherwise
made available to the public through authorized news releases, SEC filings or regulatory reports.
Insiders must refer all news media inquiries to the holding companys CEO or other appropriate
official. Material Inside Information The Corporation, its insiders, and third parties with knowledge of material inside information may
be subject to severe penalties under federal and state securities laws for the use or disclosure of
material inside information. The courts consider information material when there is a significant
likelihood that a reasonable investor would think the information is important in making an
investment decision. The courts consider information as inside information when it has not been
disseminated to the public at large. Any insider possessing material inside information may not
trade in or recommend the purchase or sale of securities involved until the information is actually
disseminated to the public at large. 6




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Miscellaneous Guidelines Dealings with Competitors Insiders must observe fair and ethical conduct in dealing with our competitors. We believe that it
is inappropriate and unethical for our insiders to make disparaging remarks concerning our
competitors. Our strategy is to emphasize the quality and competence of our directors, officers and
employees in soliciting new customers. In addition, insiders are prohibited from working with
competitors to set or control interest rates, prices, or marketing policies. Exclusive Dealings We do not require that a customer purchase other services from our Bank or prohibit the customer
from dealing with our competitors as a condition to obtaining a loan or other banking services from
our Bank. Dealings with Auditors Directors, officers and employees are required to fully cooperate with the internal auditing staff
or any external auditing firms. We expect our directors, officers and employees to honestly and
openly answer all questions asked by the auditors. Directors, officers and employees are prohibited
from destroying any documents that may be necessary for any investigation by a federal or state
governmental agency, or the auditors. In addition, directors, officers and employees may not
destroy any document that is required to be kept under the Banks Record Retention Schedule. Falsification of Books and Records Our policy is to create records and accounts that accurately reflect the institutions financial
condition. Any officer or employee falsifying any books, records, or documents of the institution
shall be dismissed from employment and prosecution recommended accordingly. Outside Directorships Officers and employees must obtain prior approval from the holding companys CEO before accepting
any offer to be a director of an outside corporation. These restrictions, however, do not apply to
corporations that are closely held by the officers or employees family or involve a non-profit
social, civic, religious, or philanthropic institution. 7




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Business Opportunity Rightfully Belonging to the Holding Company An insider must not take an opportunity which rightfully belongs to the Corporation or its
subsidiaries. The opportunity rightfully belongs to the Corporation or its subsidiaries in any case
where the Corporation or its subsidiaries have been seeking a particular business opportunity.
Insiders may not divert these rightful business opportunities to themselves or to others. Prior Approval of Speeches and Statements The CEO or other appropriate official must approve in advance any public statements, speeches, or
interviews made on behalf of the Corporation or its subsidiaries. Reporting Requirements Insiders must use good judgment in deciding which corporate official to ask for prior approval or
give required reports. The vast majority of cases, the insider should request prior approval and
report information to the holding company CEO. In cases involving the CEO, the insider should
obtain approval from, or report the information to, the Chairman of the Audit Committee. If both
the CEO and Chairman of the Audit Committee are involved, the insider should use good judgment in
determining whether prior approval needs to be obtained from, or the information needs to be
reported to, the full Board of Directors or one of the other executive officers of the Corporation. Ethics Policy Requirements Under the Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 (Act) places certain requirements upon SEC reporting companies to
maintain a code of ethics for company directors and executive officers and to comply with certain
ethical requirements under the Act. As an SEC reporting company, The Republic Corporation intends
to comply with all of the provisions governing ethical requirements. We hereby establish the
following policies accordingly. This code of ethics and the standards within are adopted to promote:  
    Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships.
    Full, fair, accurate, timely, and understandable disclosure in the periodic reports
required to be filed by the company.
    Compliance with applicable governmental rules and regulations. 8




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Fair and Accurate Reporting The company shall provide financial statements with each periodic report required by the SEC that
fairly present, in all material respects, the financial condition and results of operation of the
company as of, and for, the periods presented in the report. The statements shall not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made not misleading. Adoption of a Formal Code of Ethics Policy We adopt this policy as our code of ethics for the Corporations directors and senior financial
officers. The Corporation will disclose to the SEC, on Form 8-K, that the company has adopted a
code of ethics as required by the Act. Any subsequent change in the code of ethics or waiver of the
code of ethics for a director or senior financial officer shall be immediately disclosed and
published on the banks website. Independence of the Audit Committee A majority of the companys audit committee shall be independent directors. Members will be barred
from accepting any consulting, advisory or compensatory fee from the issuer or any subsidiary,
other than in the members capacity as a member of the board or any board committee. The companys
audit committee shall include at least one member who is a financial expert. Influence on External Auditors Prohibited No officer or director, or any other person acting under their direction, shall take any action to
fraudulently influence, coerce, manipulate or mislead any independent public or certified
accountant performing an audit of the companys financial statements, for the purpose of rendering
such financial statements materially misleading. Any individual violating this policy shall be
terminated from employment with the company or removed from the Board and may also be subject to
fines and/or punishment under federal law. Insider Trading Directors and executive officers are prohibited from purchasing or selling company stock during
pension fund blackout periods, if the director or executive officer acquired the stock in
connection with his or her service or employment as a director or executive officer. Any profit
realized shall be recoverable by the company regardless of the intention on the part of the
director or executive officer. Insider securities transactions shall be reported under Section 16 of the SEC rules and regulation,
within two business days of the transaction. For this purpose, insiders are defined as executive
officers, directors, and principal shareholders. 9




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Reimbursement by Financial Officers The CEO and CFO shall reimburse the company for any bonus other incentive-based or equity-based
compensation or profits realized from the sale of company stock during the 12-month period
following the first public issuance or filing with the SEC of a financial document for which the
company is required to prepare an accounting restatement due to material non-compliance of the
company. Loans to Directors and Executive Officers Personal loans to directors and executive officers are generally prohibited. Exceptions to the
general policy include:  
    Loans governed by Regulation O. This includes loans by the Bank-to-Bank directors and
executive officers and loans to bank directors and executive officers of the Banks
affiliates, including the holding company. Loans made by the holding company to any
director or executive officer are not exempt.
    Home improvement and manufactured home loans, consumer credit, extensions of credit
under an open-end credit plan, charge cards, and extensions of credit by a broker/dealer
to an employee of that broker/dealer. Certification I certify that I have personally reviewed The Republic Corporations Code of Ethics and am in full
compliance with and understand its requirements. 10