Exhibit 14

MANHATTAN BANCORP & BANK OF MANHATTAN, N.A.

CODE OF CONDUCT

Approved by the Audit Committee &
the Board of Directors on February 28, 2008
(Originally Approved by the Board of Directors on January 18, 2007)

GENERAL STATEMENT

Manhattan Bancorp and Bank of Manhattan, N.A. (jointly referred to as the "Company") are committed to the highest standards of ethical and professional conduct.
This Code of Conduct provides you guidance in how to uphold these standards. In addition, the Insider Trading Policy sets forth the policies of the Company, with respect to personal securities
transactions. Additional direction is provided in the job-related manuals, policies and procedures of certain areas because of the areas' particular activities, operating risks or
individual responsibilities, and in other publications that address employee conduct. The Code of Conduct, the Insider Trading Policy, the Personnel Policy, any work-related manuals,
policies or procedures applicable to you and any other publications that address employee conduct are collectively referred to as the "Documents."

This
Code is intended to reflect compliance with all applicable governmental laws, rules and regulations, including but not limited to the Sarbanes-Oxley Act of 2002 and SEC regulations
promulgated there under. In accordance with the mandate of these laws, this Code of Conduct applies to all directors, officers and employees of the Company. More specifically, it applies equally to
the President/Chief Executive Officer, the Executive Vice President/Chief Financial Officer, the Controller and any other senior financial officers of the Company, as it does to all other officers and
employees of the Company. In addition, non-employee directors, although not technically staff
members, are required to comply with all provisions of the Code of Conduct, which are logically and legally capable of applying to them. Because this Code of Conduct imposes important ethical
obligations on all of the Company's directors, officers and employees, it is imperative that the Code is read carefully.

This
Code supersedes and replaces any prior communications, policies, rules, practices, standards and/or guidelines to the contrary, whether written or oral.

This
Code consists of basic standards of business practice, as well as professional and personal conduct. Such standards require honesty and candor in our activities, including the
observance of the spirit and the letter of the law. As set forth below, these standards have both personal and corporate implications.

PERSONAL CONDUCT

Because the Company is judged by the collective performance and public perception of its employees, you must always act in a manner that merits public trust and
confidence. The following are our basic principles of personal conduct:



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CORPORATE CONDUCT

Our corporate activities should earn the confidence and trust of our customers, employees and shareholders. The following are our basic principles of corporate
conduct:



ADMINISTRATION OF CODE OF CONDUCT

Each officer, director and employee is responsible for becoming familiar with the Code. Supervising officers are expected to make every reasonable effort to
ensure that they themselves and all of their subordinate staff comply with the provisions of the Code. Any supervising officer who encounters a situation in which a subordinate staff member has failed
to comply with the Code must immediately report the situation to the President/Chief Executive Officer.

The
Audit Committee (with respect to auditing and accounting related matters) and the Compensation Committee (with respect to all other matters) shall have the ultimate responsibility
for determining matters of interpretation with respect to the Code, and for making all final decisions concerning disciplinary actions, if applicable. The day-to-day
administration and implementation of the Code, as well as the distribution of any periodic changes to the Code to staff members, shall be the responsibility of the President/Chief Executive Officer,
who may, in his discretion delegate such duties but not the responsibility attached, to other officers of the Company.

If
a staff member is unsure of what to do in any situation, he or she should always seek additional guidance and information before acting.Staff members should
always try to use their good judgment and common sense; if something seems improper, it probably is. If a staff member has a question or concern about any accounting-related
issues, he or she should ask the Executive Vice President/Chief Financial Officer, the President/Chief Executive Officer or, at the option of the staff member, the Chairman of the Audit Committee. For
all other types of questions, the staff member should first address the question to his or her immediate supervisor. If a supervisor has a question regarding the interpretation or applicability of any
provision of the Code to a particular situation, such supervisor

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should
immediately seek the advice of the President/Chief Executive Officer or such other officer as has been designated by the President/Chief Executive Officer.

EMPLOYEE RESPONSIBILITIES

The reputation of any financial institution depends upon the conduct and values of its employees. Building and ensuring an unblemished reputation involves:



As
an employee within the Company, you must:



All
employees are bound by both law and policy not to retaliate in any way against an employee who, in good faith, reports information in accordance with this policy.

COMPANY RECORDS AND REPORTING

In keeping with their legal and ethical obligations, all staff members who are involved in any manner with the preparation and/or filing of any reports or
documents that the Company is required to file or submit to any governmental agency, including but not limited to the SEC, the OCC and the Federal
Reserve Board, are expected to make full, fair, accurate, timely and understandable disclosure in all such reports. In furtherance of this objective, all staff members must maintain accurate Company
records and retain them in accordance with the law. This obligation to insure full, fair, accurate, timely and understandable disclosure, also extends to any public communication made by the Company.

The
falsification of any of the Company's books, records or documents will result in immediate dismissal. In addition, falsification of Company books and records is a felony under
applicable laws.

CONFLICTS OF INTEREST

You must avoid conflicts between personal interests and the interests of the Company, or even the appearance of such conflicts. You must not act on behalf of the
Company in any transaction involving persons or organizations with which you or a family member, have any financial or residual interest.

Defined
broadly, a conflict of interest includes any situation in which you are engaged in two or more activities or relationships that, to some degree, are incompatible. Such situations
might include activities, conduct or investments that could conflict with your duty to the Company or that could

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adversely
affect your judgment or job performance. The appearance of a conflict of interest can often be as detrimental as a conflict itself. You should exercise sound judgment before committing to
any activity or participating in any transaction that could potentially be a conflict. In general, you should consider the following factors to avoid conflict of interest situations:



WORK CONFLICTS AND OUTSIDE ACTIVITIES

If you decide to pursue additional employment, engage in an independent business venture, or perform services for another business organization, you must disclose
such activities to your manager and obtain his or her pre-approval to avoid any potential conflicts. You must not pursue such activities during Company business hours or allow any outside
business, civic or charitable activities to interfere with your job performance.

A
conflict of interest may arise when you or one of your family members is a significant shareholder, director, officer, employee, consultant or agent of an organization that is a
competitor, or that has current or prospective business with the Company as a customer, supplier or contractor. In such event, you must take steps to protect confidential information, remove yourself
from situations where conflicts may arise and otherwise take steps to ensure that outside activities do not conflict with or impair your ability to perform your responsibilities for the Company and do
not adversely affect the integrity, goodwill or public perception of the Company.

As used in this Code of Conduct, "family member" means your spouse or domestic partner, child, parent, grandparent, sibling or
parent-in-law. "Family member" may be defined differently in other policies that are incorporated by reference into the Code of Conduct.

OUTSIDE DIRECTORSHIPS OF EMPLOYEES

Although you are encouraged to take part in community and charitable activities, due to the time demands and potential conflicts of interest, you are encouraged
to advise your manager before serving on a board of a nonprofit organization. Directorships that will involve significant time away from the
Bank, or that might otherwise interfere with efficient performance of normal duties or pose a conflict of interest, require the written approval of your manager.

You
should avoid directorships that might pose or create the appearance of a conflict of interest. If an apparent or actual conflict of interest develops and cannot be immediately
resolved, you must withdraw promptly from service as a director of the outside entity. You should also be aware that you have sole responsibility for your actions and that the Company does not provide
indemnification for employees who serve as directors of outside entities unless such service is at the specific written direction of an authorized representative of the Company.

You
are to abstain from, and not be physically present during, negotiations, preparations, recommendations or approvals of any extensions of credit or other business transactions between
any companies with which the Company does business and any outside organization on whose board of directors you sit.

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CORPORATE OPPORTUNITIES

You owe a duty to the Company to advance its legitimate interests, whenever the opportunity arises. You must not deprive the Company of an opportunity, take for
your own advantage an opportunity that belongs to the Company, or help others do so if they are in a position to divert a corporate opportunity for their own benefit. Further, you must not compete
with the Company or use corporate property, information or position for improper personal gain.

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