**Exhibit 14**

 

 

***CODE OF ETHICS***

***AND***

***BUSINESS CONDUCT***

 

Approved August 25, 2004

 

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***ToOur Employees, Officers and Directors:***

 

Ethical business practices provide a criticalfoundation for our success and protect our reputation in the industry andcommunity. Integrity in the manner in which we manage and operate Northern StarFinancial, Inc. (“NSFI” or the “Company”) is a key element in our corporateculture.  We place a high value onhonesty, fair dealing and ethical business practice.

 

The following Code of Ethics and BusinessConduct is designed to help you understand what NSFI expects of its employees,officers and directors.  It does notcover every ethical issue, but the basics are here to help your general understanding.  For employees, compliance with the Code is acondition of employment.  This Codesupplements and does not replace or modify the Company’s other policies orprocedures, including provisions of NSFI’s current employee handbook(s) andother statements of policy or procedure issued from time to time.

 

Ethical behavior is everyone’sresponsibility.  You must show thatresponsibility by

 

•                  *Knowing and complying with the requirements andexpectations that apply to your job, which includes following this Code ofEthics and Business Conduct.*

 

•                  *Promptly reporting suspected violations of law or theCode.*

 

•                  *Cooperating with any investigation of a potentialethics or business conduct violation.*

 

•                  *Seeking assistance when you have questions aboutNSFI’s code of ethics and business conduct or when faced with a challengingethical situation.*

 

•                  *Never acting unethically, even if directed by anotherperson to do so.*

 

•                  *Never retaliate against an individual because thatindividual has reported a suspected violation of the Code.*

 

If a potential course of action seemsquestionable, please seek guidance from your supervisor or our ComplianceOfficer (currently Senior Vice President, Robert Preston).  We encourage open communications regardingthe possible violation of NSFI’s ethical principles and business practices.

 

 
|     /s/  Thomas P. Stiensessen       |   |
|----------------------------------------------------------|--------|
| Thomas P. Stienessen,  President/Chief Executive Officer |

 

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***TABLE OF CONTENTS***

 
| *Compliance with Laws and NSFI Code of  Conduct*         |
|----------------------------------------------------------|
|                                                     |
| *Accuracy of Company Records*                            |
|                                                     |
| *Securities Trading Policies*                            |
|                                                     |
| *Contact with Government Officials*                      |
|                                                     |
| *Conflicts of Interest*                                  |
|                                                     |
| *Political Contributions and Related Policies*           |
|                                                     |
| *Business Courtesies and Gratuities*                     |
|                                                     |
| *Company Opportunities*                                  |
|                                                     |
| *Intellectual Property and Confidential Information*     |
|                                                     |
| *Protection and Proper Use of Company Assets*            |
|                                                     |
| *Fair Dealing with Competitors, Customers and Suppliers* |
|                                                     |
| *Personal Behavior in the Workplace*                     |
|                                                     |
| *Public Disclosure of Code and Waivers*                  |
|                                                     |
| *Accountability for Adherence to the Code*               |
|                                                     |
| *Reporting Any Suspected Illegal or  Unethical Behavior* |
|                                                     |
| *Coordination with Other NSFI Policies*                  |
|                                                     |
| *Monitoring*                                             |
|                                                     |
| *Certificate of Compliance*                              |

 

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***Compliance with Laws******and NSFI Code of Conduct***

 

**All NSFI officers, employees and directorsare expected and directed to comply with all laws and NSFI’s Code of Ethics andBusiness Conduct.**

 

Each employee, officer and director has an obligation to behaveaccording to ethical standards that comply with NSFI’s policy, and the letterand spirit of applicable laws, rules and regulations.  It is everyone’s responsibility to know and understand legal andpolicy requirements as they apply to his or her Company responsibilities.

 

**Employees, officers and directors shouldpromptly report all known or suspected violations of applicable law or NSFI’sethical principles** to his or her supervisor or SeniorVice President Robert Preston, our Compliance Officer.  Or, as an alternative, he or she may callthe Compliance Hotline (1-877-212-8526), an independent provider, to reportsuspected violations or incidents that he or she believes do not meet NSFIstandards.

 

***Accuracy of Company******Records***

 

**Each officer and employee must help maintainthe integrity of NSFI’s financial and other records.**

 

Management, directors, audit committee members, shareholders,creditors, governmental entities and others depend on NSFI’s business recordsfor reliable and accurate information. NSFI’s books, records, accounts and financial statements mustappropriately and accurately reflect NSFI’s transactions and conform toapplicable legal requirements and NSFI’s system of internal controls.  In particular, NSFI is committed to full,fair, accurate, timely and understandable disclosure in all reports filed withthe Securities and Exchange Commission (SEC) and in other publiccommunications, and each person subject to this Code is required to providetruthful, complete and timely information in support of this commitment.

 

There is no excuse for participating in the creation of or notreporting a deliberately false or misleading NSFI record.  In addition, an employee, officer ordirector must not destroy, alter, falsify or cover up documents with the intentto impede or obstruct any investigation of suspected wrongdoing.

 

Directors, officers and employees must not participate in anymisstatement of NSFI’s accounts, and they must avoid improper influence on theconduct of an audit.  No circumstancesjustify the maintenance of “off-the-books” accounts.  All arrangements or requisition contracts under which funds aredisbursed shall accurately state the purposes for which these funds are paidand shall not be misleading.

 

Business records and communications often become public and you areexpected to avoid exaggeration, derogatory remarks, guesswork or inappropriatecharacterizations of individuals or companies that could be misunderstood.  This obligation applies in anycommunication, including, but not limited to e-mail, internal memoranda andformal reports.  Records are expected tobe retained or destroyed according to NSFI’s record retention policies.  In the event of litigation or

 

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governmental investigation you are expected to consult NSFI’s legalcounsel concerning the records you hold.

 

***Securities Trading Policies***

 

**Never trade securities on the basis ofconfidential information acquired in the course of your NSFI duties or whileyou are at the workplace.**

 

There are times when employees, officers or directors possessinformation about the Company, its subsidiaries or affiliates or about acompany with which NSFI does business that is not known to the investingpublic.  Such insider information mayrelate to, among other things, strategies, plans of NSFI, new products orprocesses, mergers, acquisitions or dispositions of businesses or securities,problems facing the Company, sales, profitability, negotiations relating tosignificant contracts or business relationships, significant litigation orfinancial information.

 

If any information is of the type that a reasonable investor wouldconsider important in reaching an investment decision, the Company employee,officer or director who possesses such information must not buy or sell Companysecurities, nor provide the information to others, until such informationbecomes public.  Use of material,non-public information in the above manner is not only illegal, but alsounethical.  Employees who directly orindirectly involve themselves in illegal insider trading will be subject toimmediate termination by the Company, and an individual convicted of insidertrading may face criminal penalties of up to ten years in prison and/or a$1,000,000 fine.

 

All employees, officers and directors must also read, become familiarwith and comply with the Company’s insider trading policy provided separatelyfrom this Code of Ethics and Business Conduct.

 

An employee, officer or director who is unsure how the law applies in agiven instance, should seek guidance before he or she trades.  All questions should be referred to ourCompliance Officer.

 

***Contact with Government Officials***

 

**NSFI complies with all applicable laws, rulesand regulations relating to lobbying or attempting to influence governmentofficials.**

 

Bribery, kickbacks or other improper or illegal payments have no placein NSFI’s business.  In addition,information provided to governments must be accurate and interactions withgovernment officials must be honest and ethical.  All activities that might constitute lobbying or attempts toinfluence government officials must first be reviewed with and approved bylegal counsel.

 

Before doing business with foreign, national, state or localgovernment, an employee or officer must know the applicable rules.  An employee, who is in doubt, must not makethe mistake of interpreting the rules by him or herself.  Such an employee must discuss the matterwith his or her supervisor or other management of the Company.

 

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***Conflicts ofInterest***

 

**Each employee, officer and director mustavoid any situation in which his or her personal interests conflict with orinterfere with NSFI’s interests.**

 

Each employee and officer owes NSFI a duty of loyalty.  Employees and officers must make businessdecisions solely in the best interests of NSFI.  Conflicts may arise when an employee or officer receives improperpersonal benefits as a result of the person’s position with the Company orgains personal enrichment through access to confidential information.  A conflict situation can also arise when anemployee or officer takes actions or has interests that may make it difficultto perform his or her NSFI work objectively and effectively.  For that reason, all employees and officersmust exercise great care not to allow their personal interests to potentiallyconflict with NSFI’s interests.  Eachemployee, officer and director shall act with honesty and integrity, avoidingactual or apparent conflicts of interest between personal and professionalrelationships.

 

NSFI employees are generally free to engage in outside activities oftheir choice.  It is important, however,that such activities do not adversely affect NSFI’s business, involve misuse ofNSFI position or resources, divert for personal gain any business opportunityfrom which NSFI may profit, or constitute a potential source of discredit tothe NSFI name.  The following is anon-exhaustive list of examples of prohibited conflicts of interest foremployees and officers of NSFI:

 

•                  Consulting withor employment in any capacity with a competitor, supplier or customer of NSFI.

 

•                  Having asubstantial equity, debt, or other financial interest in any competitor,supplier or customer.

 

•                  Having afinancial interest in any transaction involving the purchase or sale by NSFI ofany product, material, equipment, services or property.

 

•                  Misusing NSFI’sconfidential or proprietary information, including the unauthorized disclosureor use of such information.

 

•                  Using materials,equipment or other assets of NSFI for any unauthorized or undisclosed purpose.

 

•                  Receiving loansor guarantees of obligations from the Company without Board of Directorauthorization.

 

Directors also owe NSFI a duty of loyalty.  The duty of loyalty mandates that the best interests of theCompany and its shareholders takes precedence over any interest possessed by adirector not shared by the shareholders generally.  In the event that a conflict (or the appearance of a conflict)arises or is anticipated, directors must bring the matter to the attention ofthe Chairman of the Audit Committee.

 

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***PoliticalContributions and******Related Policies***

 

**Generally NSFI’sfunds or resources may not be used to make a political contribution to anypolitical candidate or political party.**

 

Exceptions to this basic policy are allowedonly where such contributions are permitted by law and permission is granted inadvance by the Company’s Chief Executive Officer, Compliance Officer or Boardof Directors.  Company policy does notpermit the use of any Company facilities or resources by employees forpolitical campaigning, political fundraising or partisan politicalpurposes.  A decision by an employee tocontribute any personal time, money or other resources to a political campaignor political activity must be totally voluntary.

 

***Business Courtesiesand Gratuities***

 

**NSFI’s policy is not to offer or acceptkickbacks or bribes, or gifts of substantial value.**

 

NSFI employees, officers and directors may only exchange non-monetaryand modestly-valued gifts that promote goodwill with our business partners anddo not improperly influence others.  Wewill accept only approved and widely available discounts and do not encourage,accept or exchange gratuities or payments for providing services to others.

 

Business courtesies such as meals, transportation and entertainmentprovided to a health care provider, customer or other business associationsmust be modest in amount and related to a legitimate business purpose (e.g.,explanation or demonstration of NSFI products, application of products, servicecapabilities, or training).  Suchcourtesies must not violate the law, regulations, or reasonable customs of themarket-place.  If you have any questionabout whether any business courtesies, gratuities or gifts are appropriate,please contact your supervisor or other NSFI management.

 

***Company Opportunities***

 

**Do not use a Company opportunity for personalgain.**

 

Employees, officers and directors owe a duty to the Company to advanceits legitimate interests when the opportunity to do so arises.  Employees, officers and directors areprohibited (without the specific consent of the Board of Directors or anappropriate committee thereof) from (1) taking for themselves personallyopportunities that are discovered through the use of company property,information or their position, (2) using company property, information or theirposition for personal gain, or (3) competing with the Company directly orindirectly.

 

***IntellectualProperty and******ConfidentialInformation***

 

**NSFIinvests substantial resources in developing proprietary intellectual propertyand confidential information.**

 

Confidential information is information that is not generally known orreadily available to others.  Itincludes non-public information that might be of value to competitors if itwere disclosed.  It must

 

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not be shared with others outside NSFI except pursuant to approvedbusiness relationships or when required by law.  Confidential information includes, but is not limited to,intellectual property and trade secrets, business plans and information,marketing and sales programs and information, customer and prospective customerinformation and lists, pricing information and policies, financial information,and any other information which the Company deems confidential.

 

Every NSFI employee, officer and director is obligated to protect theCompany’s confidential information as well as that of its customers, suppliersand third parties who disclose information to NSFI in confidence.  NSFI employees, officers and directors mustnot accept confidential information from a third party, including competitors,unless specifically authorized to do so by an authorized supervisor or officerof the Company and following an appropriate grant of rights from such thirdparty.

 

***Protection and Proper Use******of Company Assets***

 

**Our shareholders trust us to manage Companyassets appropriately**.

 

Collectively, employees, officers and directors have a responsibilityfor safeguarding and making proper and efficient use of the Company’sassets.  Each of us has an obligation toprevent the Company’s property from loss, damage, misuse, theft, embezzlementor destruction.  We seek to ensure thatthe Company equipment, supplies and other assets are used for legitimatebusiness purposes unless otherwise specifically authorized, and to protect alltangible and intangible Company property.

 

***Fair De******aling with Competitors, Customers and Suppliers***

 

**Respect the rights ofcompetitors, customers and suppliers.**

 

NSFI’s success depends on building productiverelationships with our customers and suppliers based on integrity, ethicalbehavior and mutual trust.  In addition,customers have individual needs and expectations representing uniqueopportunities for mutual success.

 

The Company bases its supplier relationshipson fundamental concepts of integrity, fairness, and mutual respect.

 

NSFI strives to outperform its competitionfairly and honestly.  NSFI seeks anddevelops competitive advantages through superior performance, not throughunethical or illegal business practice. Each Company employee, officer and director should endeavor to dealfairly with the Company’s customers, suppliers and competitors.  No one should take unfair advantage throughmanipulation, concealment, abuse of privileged information, misrepresentationof material facts or any other intentional unfair dealing.

 

***Personal Behavior inthe Workplace***

 

**NSFI is committed toproviding equal opportunity in employment and will not tolerate illegaldiscrimination or harassment.**

 

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**NSFI strives to enhanceand support the diversity of its employee group.  All are expected to deal with each other in an atmosphere oftrust and respect in a manner consistent with NSFI’s core values.  Please refer to applicable portions of ourEmployee Handbook for guidance related to personal behavior in the workplace.**

** **

***Public Disclosure of Code and Waivers***

 

The existence and content of this Code of Ethics and Business Conductwill be disclosed to shareholders and may be available on the Company’swebsite.  It is expected that waivers ofthis Code rarely, if ever, would be acceptable.  Any waiver a provision of Code for executive officers ordirectors may granted only by the Board of Directors, with only the independentmembers voting, or an appropriate Board Committee consisting of independentdirectors, and such waiver must be promptly disclosed to shareholders.

 

***Accountability forAdherence to the Code***

 

Each employee, officer and director mustaccept responsibility for adherence to this Code.  Violations of this Code may lead to serious sanctions including,for an employee, discipline up to and including immediate termination, in thesole discretion of the Company.  TheCompany may, in addition, seek civil recourse against an employee, officer ordirector and/or refer alleged criminal misconduct to law enforcement agencies.

 

***Reporting AnySuspected Illegal or Unethical Behavior***

 

***NSFImaintains an open door policy and an anonymous telephone hotline for employeesto raise concerns and to encourage the reporting of suspected violations of lawor the Code of Ethics and Business Conduct without fear of retribution or retaliation.***

 

If you have questions about an ethical situation, you are encouraged totalk with your supervisor or with our Compliance Officer about any behavior youbelieve may be illegal or unethical. You will be assured confidentiality, to the limit of the law.  If you do not feel it is appropriate todiscuss the issue with these persons, NSFI has established a hotline so thatyou can report concerns or potential violations anonymously (see below).  Anonymous callers should supply detailedinformation to address the concern.  Youmay also use the procedures set forth in a separate policy “ComplaintProcedures for Financial, Accounting and Audit Matters” for guidance onreporting financial related concerns.

 

It is against the Company’s policy to retaliate against any employee,officer or director for good faith reporting of violation of this Code.  If you feel you have been retaliated againstfor raising your good faith reporting, you should immediately contact your supervisor,our Compliance Officer or the Compliance Hotline.

 

**COMPLIANCE HOTLINE**

 

Toll-free and anonymous                                                    1-877-212-8526

 

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***Coordination withOther NSFI Policies***

 

The provisions of this Code of Conduct are inaddition to, and do not modify, replace or supersede NSFI’s other policies orprocedures including, but not limited to, those policies and procedures setforth in any employee handbook, or NSFI’s other statements of policy orprocedure, whether written or oral.

 

Additionally, this Code of Conduct is notintended to be and does not constitute a contract of employment between NSFIand its employees.  If you are anemployee and do not have an Employment Agreement with NSFI, you are an employeeat-will.  This means that you have theoption of resigning from your employment at any time, for any reason or noreason, with or without prior notice. Conversely, NSFI has same option to terminate your employment at anytime, for any reason or no reason, with or without prior notice.

 

***Monitoring***

 

***NSFIwill periodically reaffirm its commitment to compliance with the Code of Ethicsand Business Conduct.***

 

NSFI intends to conduct periodic training sessions regarding theCode.  In addition, NSFI willperiodically distribute copies of the Code and the Certification of Compliancecard to each employee, officer and director to remind such persons of thecontents of the Code as well as to reestablish their commitment to compliancewith it.

 

**Pleasemake sure you return your Certificate of Compliance**

 

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**CERTIFICATE OFCOMPLIANCE**

 

**ThisCertificate must be read and signed by all employees, officers and directors.**

 

I certify that I have received, read and understood NSFI’s Code ofEthics and Business Conduct.  Iunderstand what types of conduct violate these policies.  I agree to comply with the terms of the Codeand understand that if I am an employee, violation of these terms may result indiscipline up to and including immediate termination of employment in thediscretion of NSFI.

 

 

 
|                                    |     |
|-----------------------------------------|----------|
| Employee, Officer or Director Signature |
|                                    |
|                                    |     |
| Printed Name                            |
|                                    |
|                                    |     |   |   |
| Date                                    | Location |
|                                         |          |  |  |

 

 
| Return to:                    |
|-------------------------------|
|                          |
| Judy Hayes                    |   |
| Northern Star Financial, Inc. |
| 1650 Madison Avenue           |
| Mankato, MN 56001             |
|                          |
| 507.387.2265                  |

 

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