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                                 CODE OF ETHICS

GENERAL

     The  Corporation is committed to conducting its business in accordance with
the highest ethical  standards and has adopted the principles set forth below as
corporate  policy.  It is the  Corporation's  policy that no officer or employee
should  place him or herself  in a  position  where  his/her  actions,  personal
interests or the activities or interests of those for whom he/she acts is, or is
likely to become,  in conflict  with the  interests  of the  Corporation  or its
subsidiaries.

     All  employees  of the  Corporation  are to review this policy and agree to
comply with the principles set forth herein.


RELATIONSHIPS WITH OUTSIDE BUSINESS INTERESTS

     Employees owe loyalty to the  Corporation.  There can be no self-dealing or
self-interest in any transaction involving the Corporation.

     Officers  should  be  particularly  cautious  to avoid  compromising  their
responsibilities to the Corporation by becoming an employee of, investing in, or
accepting interests in the Corporation's customers,  suppliers, or their various
business  interests.  As a general rule, a prohibited  conflict  exists whenever
such  activity  entails  an  account   relationship  in  which  the  officer  is
responsible or influential in exercising control.

     Officers  shall not  engage in the  conduct  of any  business  outside  the
Corporation or have any outside employment or consulting arrangement unless such
business  or  arrangement  does  not  interfere  with  the   satisfactory   work
performance for the Corporation and does not have any actual potential  conflict
with Corporation business.

     Officers must give prior notice to the President of the Corporation  before
accepting a second  position of  employment or a consulting  arrangement.  At no
time shall an employee of the  Corporation  hold a position of employment with a
thrift,  bank,  brokerage  house,  other  financial   institution  that  is  not
controlled by the Corporation,  or a public utility,  while in the employ of the
Corporation. Each officer shall disclose to the President of the Corporation all
existing  employment  and consulting  arrangements  with entities other than the
Corporation and shall obtain prior approval before any such future involvements.

     Further  disclosure must be made regarding any interest an employee or his/
her immediate family has in a non-public enterprise, or a material interest in a
public  enterprise  if: (1) the  enterprise is a  substantial  competitor of the
Corporation; (2) the enterprise borrows from the Corporation; (3) the enterprise
is a supplier of the  Corporation;  or (4) the employee  deals directly with the
enterprise in its purchase, receipt of goods, services, or securities.  Whenever
an  employee  finds  that he or she is  inadvertently  placed  in a  potentially
compromising position due to relationships with business associates,  customers,
suppliers,  or competitors,  the officer shall report the matter  immediately to
the President of the Corporation and discontinue any activities  associated with
the entity until the matter has been resolved.

     Under no  circumstances  shall an employee perform any role in supervising,
evaluating  or  influencing  the job  evaluation,  pay or  benefits of any close
relative or fiance.

     Any transaction between the Corporation and any entity in which an employee
or director has a material financial interest must be described in detail,  with
full disclosure of the conflict,  to the Corporation's  Board of Directors.  Any
employee  involved with, or having  knowledge of, such  transaction  involving a
conflict  of  interest  shall  fully  disclose  his  or her  involvement  or the
transaction (if not previously disclosed) to the Corporation's  President or any
member of the Corporation's Board of Directors.


FIDUCIARY RELATIONSHIPS

     Officers may not accept appointment as an administrator, trustee, executor,
guardian  or any  similar  fiduciary  capacity  without  prior  approval  of the
President,  except  when  acting  at  the  request  of the  Corporation  or as a
fiduciary on a family account.


PURCHASE OF CORPORATION AND FIDUCIARY ASSETS

     No employee  of the  Corporation  shall  purchase  any assets  owned by the
Corporation or in which the Corporation  has a security  interest or other lien,
unless prior approval has been obtained,  full value is paid for the asset,  and
the  transaction  is  completely  and  properly  documented  on the books of the
Corporation.

     No employee of the Corporation and no member of the immediate family of the
employee, whether acting individually or in fiduciary capacity shall purchase or
borrow  any  assets  from or sell  any  assets  to any  estate,  trust  or other
fiduciary  account being  administered by the  Corporation  except in accordance
with laws and regulations governing such transactions.


OUTSIDE DIRECTORSHIPS, PARTNERSHIPS, SOLE PROPRIETORSHIPS

     Prior  notice to the  President  is  required  before an officer  accepts a
position as officer or director of a corporation, becomes a member of a business
partnership,  or becomes sole  proprietor  of a corporation  or business.  Prior
notice is not necessary  for  acceptance of a position as an officer or director
of any corporation  that is for social,  fraternal,  professional,  educational,
charitable, civic or religious purposes. Participation as an individual investor
in limited  partnerships  does not require  Corporation  prior notice unless the
Corporation  is a  lender  to or has  another  business  relationship  with  the
partnership and/or the officer holds a dominant position in the partnership. All
such  relationships,  however,  shall  be  reported  on an  annual  basis to the
Corporation.

     An officer of the Corporation  should not serve as a director or officer of
a non-affiliated  financial institution without specific written approval of the
President.

     When an officer is serving on a board of  directors  at the  request of the
Corporation,   fees  and  other   remuneration  shall  be  turned  over  to  the
Corporation.  When serving not at the request of the  Corporation,  remuneration
may be kept.


OUTSIDE NON-BUSINESS ACTIVITIES

     Officers are  encouraged  and urged to  participate  in civic or charitable
organizations in the communities they serve,  provided such participation is not
in conflict with the Corporation's objectives and does not unduly interfere with
regular  duties.  Employees  who  participate  in such  activities  for civic or
charitable  organizations  may  not  make or  participate  in  decisions  of the
Corporation to make contributions to any such organizations.

     The Corporation also encourages  participation in business and professional
organizations.  If such activities  involve inordinate amounts of time away from
responsibilities, prior approval of the employee's supervisor must be obtained.

     Supplies,  material and other property belonging to the Corporation may not
be used in more than an incidental way in the performance of such activities.

ILLEGAL AND UNETHICAL ACTS

     The following unethical or illegal acts by employees are prohibited:

          o Employee theft, fraud, embezzlement,  misappropriation,  or any form
     of wrongful  conversion of property belonging to the Corporation or another
     employee.

          o Any act of fraud or deception involving the Corporation, a customer,
     a supplier or any other party.

          o Any act of bribery,  including a premise,  offer or gift of money or
     anything of value made or offered by an employee to:

               (a) A government official or someone acting for the government.

               (b) A person  employed  by, or acting on behalf  of, a  customer,
          supplier  or  other  organization  with  which  the  Corporation  does
          business or has prospective business.

          o  Any  dishonest  or  unethical  act  by  an  employee   against  the
     Corporation.

          o The  destruction  or alteration of  Corporation  records in order to
     falsify, conceal or misrepresent information to:

               (a) Avoid  criticism for errors of judgment or to conceal failure
          to follow a supervisor's instructions.

               (b) Show a performance  record  better than,  or different  from,
          performance actually achieved.

               (c) Misrepresent the employee's performance, activities, or other
          transactions, or those of another employee.

          o Political contributions of money, services, or other property of the
     Corporation  that are in  violation of the law when the  contributions  are
     made.

          o  Violations  of  securities  laws  rules or  regulations,  including
     failure to  disclose  material  information  that  should be  described  in
     filings the Corporation  makes with the Securities and Exchange  Commission
     and banking regulators.


GIFTS AND FEES

     Officers  and  their  families  may not  solicit  or  accept  gifts,  fees,
bequests,  services or  entertainment  from customers,  suppliers or prospective
customers. A gift is regarded as any type of gratuity, favor, loan, legacy, fee,
compensation,  or  anything  of monetary  value.  All such gifts are  prohibited
except:

          o Business  entertainment and other courtesies such as meals, sporting
     events,  and the like, which involve no more than ordinary  amenities,  and
     can be  properly  reciprocated  by the  employee  and charged as a business
     expense. Lavish or extravagant entertainment,  such as weekend trips, etc.,
     should not be accepted unless reimbursement is made to the donor.

          o Gifts received because of kinship, marriage, or social relationships
     and not because of any business relationship.

          o Unsolicited  advertising or promotional materials that are generally
     available.

          o Customer  or supplier  paid  travel or lodging  where the trip has a
     legitimate business purpose.  Any such trips must be approved in advance in
     writing by the President of the Corporation.

          o Fees or other  compensation  received from an  organization in which
     membership  or an  official  position  is held,  subject  to prior  written
     approval  and  possible   requirement  to  pay  such  compensation  to  the
     Corporation.

     Officers who believe that  acceptance  of a permitted  gift might make them
feel obligated and therefore  improperly  influenced in the performance of their
duties  should not accept it, or turn it over to the  Corporation.  Officers who
are unsure  whether a gift is violative of the law and these  standards,  should
seek guidance from the Corporation's President.

     Likewise,  no individual  representing the Corporation or members of his or
her family may extend a gift to any existing or prospective customer or supplier
that will not meet these same criteria.

     All gifts received or extended  which are in the  categories  above and are
valued in excess of $200 should be reported  to your  manager or the  President.
All gifts  which do not fit the above  guidelines,  no  matter  what the  value,
should be reported to your manager or the President.

     From time to time  officers  are asked to speak,  testify,  or consult with
outside organizations and regulators.  An honorarium or gift in excess of $25.00
for such outside activity shall be reported to your manager or the President for
determination of the disposition of the honorarium.

     Officers may not accept from  customers or suppliers  any fee or other form
of remuneration which violates the law or the spirit of this statement.

     Officers and members of their  immediate  families should not, except under
very  exceptional  circumstances,  accept  directly or indirectly any bequest or
legacy  from a customer  of the  Corporation.  If the  officer  learns of such a
legacy in a customer's  will,  the employee must report all  pertinent  facts as
soon as he or she learns of the legacy. In any event, an employee may not accept
such a bequest or legacy that arises from  relationships  solely  based upon the
Corporation's position unless approved by the President.

     No  officer  may  accept  a  personal  fee for  arranging  a loan  from the
Corporation or from any other person or lending institution.


BORROWING

     Officers are not to borrow from customers or suppliers of the  Corporation,
except  those who engage in lending in the usual  course of their  business  and
then only on terms offered to others in similar circumstances.  This prohibition
does not  preclude  borrowing  from anyone  related to the  employee by blood or
marriage.

     Borrowing  from  the  Corporation  must  be  in  accordance  with  law  and
regulation and the policies  established by the Corporation.  Except as provided
below, the Corporation may not directly or indirectly extend or maintain credit,
arrange for the  extension of credit,  or renew an  extension of credit,  in the
form of a personal  loan to or for any of its  directors or executive  officers.
Notwithstanding  the foregoing,  loans may be made by Owen Community  Bank, s.b.
that  otherwise  comply  with  Regulation  O under the  Federal  Reserve Act and
applicable Office of Thrift Supervision regulations.

     Reports of borrowings  will be requested  from time to time from all levels
of Corporation  officers to meet both  regulatory  requirements  and Corporation
policy.  All  officers  shall submit such summary  reports  when  requested,  or
reports of new borrowings in a timely fashion.


MISAPPROPRIATION OF BUSINESS OPPORTUNITIES

     In some cases,  the Corporation may be interested in business or investment
opportunities made known to employees. In such cases, an employee is expected to
advise the Corporation of such  opportunities or investments  before acting upon
them personally.


DISCLOSURES IN PUBLIC FILINGS

     The Corporation's  filings made under the Securities  Exchange Act of 1934,
such as quarterly and annual reports and proxy statements,  are to contain full,
fair, accurate, timely, and understandable  disclosures.  All press releases and
shareholder  communications must also contain such disclosures.  The Corporation
has  procedures  in place to  achieve  these  goals with  respect to  securities
reports and  shareholder  communications.  Any employee  who has concerns  about
disclosures being made in these documents should feel free to contact any member
of the Corporation's  Audit Committee or of the Corporation's Board of Directors
including the President of the Corporation.

ACCOUNTING MATTERS

     The Corporation's  financial statements and books and records on which they
are based must accurately reflect all corporate  transactions.  All receipts and
disbursements of corporate funds shall be promptly and properly  recorded on the
Corporation's books, and the Corporation's  records must disclose the nature and
purpose of the transactions.

     All financial officers shall cooperate fully with the independent  auditors
of the Corporation  and under no  circumstances  withhold any  information  from
them.

     The  Corporation's  investors,  creditors and other decision makers rely on
its records and have a right to information which is timely and accurate.

     A  director,  officer  or  employee  may  not  maintain  the  Corporation's
accounting or other records, or cause them to be maintained,  in such a way that
they do not reflect the true nature of  transactions,  account balances or other
matters with clarity and completeness.

     A  director,  officer or  employee  may not  establish  for any  purpose an
unauthorized,  undisclosed,  or  unrecorded  fund  or  asset  account  involving
Corporation assets.

     A director, officer or employee may not allow transactions with a supplier,
agent,  or customer to be  structured or recorded in a way not  consistent  with
normal business practice or generally accepted accounting principles.

     No false or artificial entries shall be made on the books or records of the
Corporation or its subsidiaries for any reason.

     No payment on behalf of the Corporation  shall be made or approved with the
understanding  that it will or might be used for something other than the stated
purposes.

     The shifting of charges or costs to inappropriate accounts is prohibited by
Corporation policy.

     No false,  incomplete or misleading entries or records shall be created. No
undisclosed or unrecorded  corporate funds shall be established for any purpose,
nor  shall the  Corporation  funds be placed  in any  personal  or  noncorporate
account.

     "Slush funds" or similar  off-book  accounts,  where there is no accounting
for receipts or expenditures on corporate books, are prohibited.

     A system of  internal  accounting  controls  shall be  maintained  which is
sufficient to provide reasonable assurances that transactions:

          (a) are executed in accordance with Management's authorization.

          (b) are  recorded in a manner that  permits  preparation  of financial
     statements in conformity with generally accepted accounting  principles and
     other applicable criteria; and

          (c)  are   recorded   so  as  to  maintain   accountability   for  the
     Corporation's assets.

     No officer or employee acting on behalf of the Corporation  shall engage in
any activity which circumvents the Corporation's systems of internal controls.


CERTIFICATIONS

     Employees may be required  periodically to certify their  understanding  of
and intent to comply with this Policy Statement.

     Any  employee  who  violates  the Policy  Statement  is subject to possible
suspension  or  discharge.  Any employee  who assists in, or knowingly  fails to
report,  a violation of these policies is also subject to suspension,  discharge
or other  appropriate  action.  Any  employee  who suspects a violation of these
policies (including any material  transaction or relationship that gives rise to
a conflict of interest  which to the  knowledge  of such  employee  has not been
disclosed to the appropriate persons) should inform his or her superior,  or the
Corporation's  President or any member of the Corporation's  Board of Directors.
Any supervisor  informed of a suspected violation shall notify the Corporation's
President or any member of the Corporation's Board of Directors.