Exhibit
14





CODE OF ETHICS
POLICY





First
Place Financial Corp. and Subsidiaries





It is the
policy of First Place Financial Corp. and subsidiaries (First Place) that its
employees, directors, and agents are held to the highest standards of honest and
ethical conduct. Because the company is publicly traded, executive officers,
financial officers, and all other employees who have responsibilities for
financial transactions, internal controls or financial disclosure controls and
procedures of First Place are held to an especially high set of ethical
standards, which are further described below. These officers and employees of
First Place will not commit acts contrary to these standards of ethical conduct
nor shall they condone the commission of such acts by others within the First
Place organization.





Integrity of Accounting and
Financial Information





First
Place maintains the highest standards in preparing the accounting and financial
information disclosed to the public in conformity with accounting principles
generally accepted in the United States of America. First Place will not issue
any information that is false, misleading, incomplete or would lead to mistrust
by the public, First Place customers, or stockholders. All accounting records
shall be compiled accurately, with the appropriate accounting entries properly
classified when entered on the books in compliance with applicable rules and
regulations of federal, state and local governments, and other appropriate
private and public regulatory agencies.





General Standards of Ethical
Behavior





Officers
and employees bound by this Code of Ethics will:





·      Act
with honesty and integrity and conduct their personal and professional affairs
in a way that avoids both real and apparent conflicts of interest between their
interests and the interests of First Place and its stockholders.





·      Not
use the property of First Place, information or position of employment for
improper personal gain.





·      Protect
the assets of First Place from theft, waste or loss and ensure efficient use of
such assets to the best of their ability.





·      Act
in good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing their independent judgment to be
subordinated.





·      Not
engage in any activity that would compromise their ethics or otherwise prejudice
their ability to carry out their duties to First Place.





·      Communicate
with candor to executive management and board of directors of First Place all
relevant unfavorable as well as favorable information and professional judgments
or opinions.





·      Encourage
open communication and full disclosure of financial information by providing a
well understood process under which management is kept informed of financial
information of importance, including any departures from company policies and
practices, or from generally accepted accounting principles.











·      Ensure
that all relevant staff members understand the company’s open communication and
full disclosure standards and processes.





·      Not
disclose confidential information acquired in the course of their work except
where authorized, unless legally obligated to do so.





·      Fully
comply with First Place’s policies and guidelines for the collection, use and
disclosure of information about customers and employees.





·      Respect
and comply with all applicable laws, rules, regulations, policies, guidelines
and procedures.





·      Not
commit any act, which either directly or indirectly, attempts to improperly
influence, coerce, manipulate or mislead any employee, accountant (including
independent auditor) or any other person doing business with First
Place.





·      Inform
subordinates, as appropriate, regarding the confidentiality of information
acquired in the course of their work and monitor, as needed, to ensure that
subordinates maintain that confidentiality.





·      Not
use or appear to use confidential information acquired in the course of their
work for unethical or illegal advantage, either personally or indirectly through
others.





·      Promptly
report, in good faith, any conduct involving potential accounting and auditing
irregularities, violation of law or business ethics or other violations of the
Code of Ethics through the company’s outside confidential employee hotline. Any
such reports will be made promptly to the confidential hotline at Signius
Confidential Employee Hotline Service.  Reports related to financial
or accounting issues are provided directly to the Chairman of the Audit
Committee of the board of directors.





First
Place does not permit retaliation of any kind for “good faith reports” of
ethical violations, potential fraudulent activity, or misconduct of
others.  “Good faith reports” do not require that you are right about
a reported activity, but do require that you tell the truth as you know and
believe it.





Standards Regarding
Financial Records and Reporting





First
Place is committed to full, accurate, timely and understandable disclosure in
public reports and documents filed with, or submitted or provided to, regulatory
authorities, stockholders and the public.  The Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer, senior financial
officers and other employees of the accounting department of First Place and its
subsidiaries will:





·      Establish
appropriate systems and procedures to ensure that business transactions are
recorded on the company’s books in accordance with generally accepted accounting
principles, established company policy, and appropriate regulatory
pronouncements and guidelines.





·      Establish
appropriate policies and procedures for the protection and retention of
accounting records and information as required by applicable law, regulation, or
regulatory guidelines.





·      Establish
and administer financial accounting controls that are appropriate to ensure the
integrity of the financial reporting processes and the availability of timely,
relevant information.





·      Provide
information that is accurate, complete, objective, relevant, timely and
understandable to ensure full, fair, accurate, timely and understandable
disclosure in reports and documents that First Place files with or submits to
government regulators and includes in regulatory filings and other public
communications.











·      Completely
disclose relevant information reasonably expected to be needed by the company’s
regulatory examiners, internal and external auditors, and the Audit Committee
for the full, complete, and successful discharge of their duties and
responsibilities.





·      Prepare
First Place’s financial statements and reports in accordance with generally
accepted accounting principles and to fairly present, in all material respects,
the financial condition and results of operations of First Place.





All
officers and employees bound by this Code of Ethics will:





·      Comply
with the policies and procedures listed in the First Place Employee Handbook and
the First Place Employee Code of Conduct.





·      Be
familiar with and operate within established internal controls.





·      Ensure
that business transactions are recorded in accordance with generally accepted
accounting principles, established company policy, and appropriate regulatory
pronouncements and guidelines.





·      Consult
with the company’s senior financial officers on all matters requiring the use of
accounting estimates or judgment, or concerning the appropriate treatment of all
non-routine business transactions and all other material business
transactions.





·      Perform
financial accounting controls within their respective areas of responsibility
and oversee that subordinates perform assigned control processes and procedures
as designed and implemented for First Place and subsidiaries.





·      Assess,
periodically, the sufficiency and effectiveness of internal controls and provide
accurate information and complete internal control certifications (as assigned)
in a timely manner.





The Code
of Ethics may be amended or modified by the Board of Directors of First
Place.  Waivers of this Code of Ethics may only be granted by the
Board of Directors or a committee of the Board with specific delegated
authority.  Amendments to and waivers of this Code of Conduct will be
disclosed to shareholders as required by the Securities Exchange Act of 1934 and
the rules thereunder and the applicable rules of the Nasdaq Stock
Market.





First
Place’s corporate culture and values require that its executive officers,
financial officers, and all other employees undertake their obligations and
commitments under this Code of Ethics seriously.  Therefore, to
reinforce First Place’s commitment to this Code of Ethics, executive officers,
financial officers, and all other employees will be asked from time to time to
complete an acknowledgement regarding their understanding of and compliance with
the principles of this Code of Ethics.





Those who violate the Code of Ethics,
fail to report violations by others, or fail to cooperate fully with any
inquiries or investigations, will be subject to corrective action, possibly
including termination of employment. Such action is in addition to any civil or
criminal liability which might be imposed by any court or regulatory
agency.