Exhibit 14





ETHICS
      AND CONFLICT OF INTEREST POLICY





NORTHWAY
      FINANCIAL, INC.


AND
      SUBSIDIARIES





TABLE
                OF CONTENTSI.
            INTRODUCTION
            2II.
            CONFLICTS
                OF INTEREST
            2III.
            CERTAIN
                CONFLICT OF INTEREST SITUATIONS
            4IV.
            CONFIDENTIALITY
            5V.
            COMPLIANCE
                WITH LAWS, RULES AND REGULATIONS
            6VI.
            ACCURACY
                OF RECORDS; QUALITY OF PUBLIC DISCLOSURES
            6VII.
            ELECTRONIC
                COMMUNICATIONS, VOICE MAIL AND COMPUTER SYSTEMS
            6VIII.
            INTERNET
                USAGE
            7IX.
            COMPLIANCE
                PROCEDURES
            7X.
            REVIEW
            8





**I.**
            **Introduction**




This
      policy is established to ensure that employees, directors, officers and agents
      of Northway Bank (the “ Bank ” ) recognize
      the position of trust they occupy. It is intended to outline some examples
      of
      the types of behaviors and dealings by persons in a position of trust which
      can
      result in an abuse or undermining of that trust, and ultimately confidence,
      in
      the Bank.





This
      policy applies to the employees, directors, officers, and agents of the Bank
      (hereinafter “Bank officials”).  It
      is in
      addition to other Bank policies and/or agreements and is not intended to reduce
      or limit other obligations that you may have to the Bank .





**II.**
            **Conflicts
                of Interest**





**A.**
            Bank
                officials are expected to conduct themselves in an honest, responsible
                and
                professional manner. It is also expected that they will remain free
                of
                influences and perceived influences that may result in a loss of
                objectivity regarding Bank business, including, but not limited to,
                its
                customers and suppliers.A
                “conflict of interest” occurs when a director’s, officer’s or employee’s
                personal interest interferes with the Bank’s interests. Conflicts of
                interest may arise in many situations. For example, conflicts of
                interest
                can arise when a director, officer or employee takes an action or
                has an
                outside interest, responsibility or obligation that may make it difficult
                for him or her to perform the responsibilities of his or her position
                objectively and/or effectively in the Bank’s best interests. Conflicts of
                interest may also occur when a director, officer or employee or his
                or her
                immediate family member receives some personal benefit (whether improper
                or not) as a result of the director’s, officer’s or employee’s position
                with the Bank.Bank
                officials should exercise good judgment at all times and bring to
                the
                attention of the Audit and Compliance Committee of the Board of Directors
                any potentially compromising scenarios and disclose all possible
                conflicts.


**B****.**
            Bank
                officials are prohibited from self-dealing or otherwise trading on
                their
                positions with the Bank or accepting from one doing or seeking to
                do
                business with Bank a business opportunity not available to other
                persons
                or that is made available because of such officials' position with
                the
                Bank. Bank officials must disclose to the Audit and Compliance Committee
                of the Board of Directors all potential conflicts of interest, including
                those in which they have been inadvertently placed. Ethical requirements
                include, but are not limited to, the
                following:




(1)
            Bank
                officials may not receive non-public information from another financial
                institution for the purpose of personal benefit or
                gain;





(2)
            Bank
                officials may not borrow from customers or vendors, except from those
                normally engaging in lending as a primary business function under
                terms
                available to the general public;




(3)
            Bank
                officials may not lend funds to customers or vendors when based on
                obvious
                family or personal relationship and it is clear that the relationship
                is
                the motivating factor;




(4)
            Bank
                officials may not performany type of transaction involving their own or immediate family member’s
                account. Thisincludes
                not onlyfinancial transactions but inputting and maintaining account information,
                etc.





(5)
            Bank
                officials may not purchase assets from the Bank, directly or indirectly,
                without an independent appraisal of the assetand
                approval of the Board of Directors or appropriate senior management
                officials;





(6)
            Bank
                officials may not conduct personal business from the Bank or use
                Bank
                equipment, supplies, employees, etc. to conduct non-Bank
                business;




(7)
            Bank
                officials may not recommend attorneys, accountants, insurance brokers
                or
                agents, stockbrokers, real estate agents and the like unless several
                names
                are given without favoritism;




(8)
            Bank
                officials may not advise customers regarding the law, tax problems,
                tax
                return preparation, or investment decisions, unless required in the
                ordinary course of his/her duties;




(9)
            Bank
                officials may not accept fees for speeches given or for articles
                written
                as a representative of the Bank;




(10)
            Bank
                officials shall respond candidly to inquiries from outside independent
                auditors, internal auditors, or state and federalbankexaminers,
                shall conceal noadversedata,
                and shall offer anyinformationto
                assist ina
                proper evaluation;




(11)
            Bank
                officials shall notify theHuman
                Resources Managerimmediately should they become involved in civil or criminal
                proceedings;




(12)
            Bank
                officials may not receive any fee or other benefit from any borrower
                or
                loan applicant as an inducement to making the loan;




(13)
            No
                Bank official may negotiate loans in his/her own behalf with
                himself/herself.




**C****.**
            In
                addition, as required under Bank Bribery Law at 18 U.S.C.§215,
                any employee, officer, director, agent, or attorney of a bank is
                prohibited from:




(1)
            Soliciting
                for themselves or for a third party (other than the Bank itself)
                anything
                of value from anyone in return for any business, service or confidential
                information of the Bank; and




(2)
            Accepting
                anything of value (other than a bona fide salary, wages and fees
                referred
                to in 18 USC 215(c)) from anyone in connection with the business
                of the
                Bank, either before or after a transaction is discussed or
                consummated.





**III.**
            **Certain
                Conflict of Interest
                Situations**





A.
            Gifts,
                Gratuities & Entertainment





Solicitation
      or acceptance of gifts, gratuities, special favors and/or entertainment from
      prospective, current or former Bank customers, suppliers, and other persons
      or
      entities doing business with or seeking to do business with the Bank, or which
      could be viewed in any way as seeking to influence bank business is prohibited.
      The following specific transactions are exceptions to the above
      rule:




(a)
            Acceptance
                of gifts, gratuities, amenities, or favors based on obvious family
                or
                personal relationships where it is clear that the relationship is
                the
                motivating factor;




(b)
            Acceptance
                of meals, refreshments, entertainment, accommodations, or travel
                arrangements of a value of less than fifty dollars ($50.00) in the
                course
                of holding business discussions or fostering better business
                relations;





(c)
            Acceptance
                of loans from other banks or financial institutions on customary
                terms to
                finance proper and usual activities, except where prohibited by
                law;




(d)
            Acceptance
                of advertising or promotional material of less than fifty dollars
                ($50.00)
                in value such as pens, pencils, note pads, key chains, calendars,
                and
                similar items;




(e)
            Acceptance
                of discounts or rebates on merchandise or services that do not exceed
                in
                value those available to other
                customers;




(f)
            Acceptance
                of gifts of reasonable value, excluding monetary gifts, that relate
                to
                commonly recognized events such as promotions, new jobs, weddings,
                retirements, holidays, or birthdays where the circumstances make
                clear the
                event motivates the gift giving and whose value does not exceed fifty
                dollars ($50.00);




(g)
            Acceptance
                of civic, charitable, education, or religious awards recognizing
                service
                and or;




(h)
            Other
                circumstances individually pre-approved in writing by the President
                after
                full written disclosure of all circumstances and compliance with
                applicable state and federal laws.




If
      a Bank
      official is offered or receives something of value from a customer or vendor
      beyond what is authorized above, then the Bank official must disclose that
      fact
      and all circumstances in writing to the Bank President. Any incident deemed
      to
      be a threat to the integrity of the Bank shall be reported promptly to the Audit
      and
      Compliance Committee of the Board of
      Directors.




B.
              Outside
                  Activities/Employment





A
      serious
      threat to the Bank occurs when its officials become involved in outside business
      interests or employment that gives rise to a conflict of interest.




Because
      of the confidential nature of bank business and the highly regulated nature
      of
      the banking industry, and the possibility for conflicts of interest, all Bank
      officials considering outside business interests or employment (any activity
      to
      supplement income) must have prior written approval from the Human Resources Manager .
      Failure
      to obtain written approval from the Human
      Resources Manager regarding outside employment may result in disciplinary action up to and
      including immediate discharge.




With regard to other
      activities, including, but not limited to, service on boards, community service,
      etc., Bank officials must notify their immediate supervisor, and in the case
      of
      Directors, the Chairperson of the Board, of their proposed outside employment
      and/or activities and obtain written approval to participate in such
      employment/activities.





Approval
      will not be unreasonably withheld. However, should approval be granted, it
      may
      be withdrawn at any time by a majority vote of the disinterested members of
      the
      Boards of Directors when it is determined that the outside activity/employment
      is interfering with the performance of duties and responsibilities to the Bank,
      or if it presents a real or perceived conflict of interest or is otherwise
      deemed inconsistent with the best interests of the Bank.





**IV****.**
            **Confidentiality**




Bank
      officials are in daily contact with and have access to or exposure to
      confidential and privileged information about bank business. It is imperative
      that such information be maintained confidentially and not be used, divulged
      or
      disclosed in a manner other than for legitimate bank purposes.




The
      protection of confidential business information is vital to the interests and
      the success of the Bank. Bank officials have access to confidential information,
      including but not limited to, compensation data, customer lists, personal and
      financial information, marketing strategies, pending projects and proposals
      and
      other proprietary and business information. Bank official access to such
      information is solely the result of their employment or relationship with the
      Bank and it is to be used only in a manner consistent with their duties. No
      Bank
      official may use, reproduce, disseminate or divulge any information contained
      in
      the records of the Bank to any other employee or non-employee, except as is
      necessary to perform his/her duties, with the prior written consent of the
      the
      Bank, or as otherwise required by law. This includes, but is not limited to
      the
      use, reproduction, dissemination and divulgence of information about the Bank
      official personally, which is not otherwise protected under state and/or federal
      law. Any use, reproduction, dissemination, disclosure or divulgence to the
      press
      or to a third party deemed to be a competitor will be in violation of this
      policy.





All
      information concerning customers must be kept confidential. Bank officials
      are
      not authorized to discuss or disclose information concerning a customer's
      account(s), financial condition, etc., except as is necessary to perform their
      bank duties or as otherwise required by law.




Even
      the
      appearance of inappropriate conduct can harm the reputation of the Bank as
      much
      as actual misconduct. If a Bank official questions the propriety of an action,
      then either the action should be avoided or it should be discussed with the
      Bank
      Chairman or the
      Human
      Resources Manager .




The
      Bank
      will maintain a copy of this policy statement in their official records. All
      new
      and existing Bank officials will be required to sign an acknowledgment
      indicating receipt of this policy statement and to any subsequent material
      changes thereto. The Bank will maintain written reports of any disclosure made
      by their Bank officials in connection with this policy.





**V.**
            **Compliance
                with Laws, Rules and
                Regulations**





The
      Bank
      seeks to conduct its business in compliance with applicable laws, rules and
      regulations. No director, officer or employee shall engage in any unlawful
      activity in conducting the Bank’s businesses or in performing his or her
      day-to-day duties, nor shall any director, officer or employee instruct others
      to do so.





**VI.**
            **Accuracy
                of Records; Quality of Public
                Disclosures**





The
      integrity, reliability and accuracy in all material respects of the Bank’s
      books, records and financial statements is fundamental to our continued success.
      No transaction may be entered into with the intent to document or record it
      in a
      deceptive or unlawful manner and no false or artificial documentation or book
      entry is to be made for any transaction. The Bank’s books and record must
      accurately record all funds, assets and transactions.





The
      Bank
      is committed to providing its shareholders with complete and accurate
      information about its financial condition and results of operations as required
      by the securities laws of the United States. The reports and documents that
      the
      Bank files with or submits to the Securities and Exchange Commission, and the
      earnings releases and similar public communications made by the Bank must
      include fair, timely and understandable disclosure. Officers and employees
      who
      are responsible for these filings and disclosures, including the Bank’s
      principal executive, financial and accounting officers, must use reasonable
      judgment and perform their responsibilities honestly, ethically and objectively
      in order to ensure that this disclosure policy is fulfilled. The Bank’s senior
      management is primarily responsible for monitoring the Bank’s public
      disclosure.





**VII****.**
            **Electronic
                Communications, Voice Mail and Computer
                Systems**




The
      Bank
      maintains electronic communications systems such as e-mail, Internet, Intranet, Remote
      Access, faxes
      and
      on-line services and also provide voice
      mail and computer systems to support its businesses and its employees in the
      performance of their jobs. These services are to be used for business purposes
      only. The Bank reserves the right to limit or terminate an employee’s access to
      these systems at its discretion.




The
      use
      of the Bank’s electronic communication, voice mail and/or computer systems is
      not private. The Bank reserves the right to access, audit, read, review,
      monitor, use and disclose any and all information and messages on these systems
      whether passworded or not at any time for any reason and without notice,
      permission or other restrictions. Employees should be aware that even when
      data,
      a message and/or document, etc. is “erased” or “deleted” it may still be
      possible to retrieve it and therefore even erasure or deletion does not render
      data, message(s) or document(s) private.




The
      electronic communication, voice mail and computer system hardware and software,
      all data, messages and documentation composed, sent, received and generated
      on
      these systems are all the property of the Bank and can be read, retrieved and
      disclosed by the Bank at its discretion, whether or not the messages are
      otherwise protected by a password or code. Employees are prohibited from
      receiving, sending and/or downloading discriminatory, offensive or harassing
      messages or information. Employees are prohibited from accessing, reading or
      disclosing electronic communication, voice mail, and computer system messages
      or
      information not intended for their review and/or receipt. A violation of this
      policy may result in disciplinary action up to and including immediate
      termination from employment.





All
      software used on the Bank microcomputers (PCs) are the exclusive property of
      the
      Bank under appropriate licensing agreements, and as such, fall under all U.S.
      copyright laws. All officers and employees are charged
      with ensuring compliance with such agreements and laws, and further are prohibited
      from viewing, copying, reproducing, translating, transmitting, or reducing
      to
      any paper or electronic media, any programs or personal data files that reside
      on another employee’s PC, without the permission of the SVP /Senior Technology Officer.





**VIII.**
            **Internet
                Usage**





The
      Bank
      has developed an Internet Access Policy. The policy has procedures
      for:





·
            Obtaining
                access and usage of the Internet


·
            Monitoring
                Internet Access and usage


·
            Downloading
                software from the Internet


·
            E-mail


·
            Training


·
            Consequences
                for failure to comply with policy
                guidelines


·
            Internal
                monitoring and audit








**IX.**
            **Compliance
                Procedures**





**Monitoring
      Compliance and Disciplinary Action**





The
      Bank’s management, under the supervision of its Board of Directors or a
      committee thereof or, in the case of accounting, internal accounting controls
      or
      auditing matters, the Audit
      and
      Compliance Committee of the Board of Directors ,
      shall
      take reasonable steps from time to time to (i) monitor compliance with this
      policy, including the establishment of monitoring systems that are reasonably
      designed to investigate and detect conduct in violation of this policy, and
      (ii)
      when appropriate, impose and enforce appropriate disciplinary measures for
      violations of this policy.





**Reporting** **** **of
      Concerns**





All
      potential conflicts of interest  or
      other
      potential violations of this policy ( including
      those in which Bank officials have been inadvertently placed due to either
      business or personal relationships with customers, suppliers, business
      associates or competitors of the Bank must be reported to the
      Audit and Compliance Committee of the Board of Directors, and, in the case
      of
      directors, to the Chairman of the Bank’s Board. Employees may communicate their concerns to the **** Chairman
      of the **** Audit
      and
      Compliance Committee of the Board of Directors by notifying their immediate
      supervisor, the Human Resources Manager, other appropriate person. In the event
      individuals do not feel comfortable making their report internally, they may
      utilize the Bank’s outside confidential reporting service vendor,
      MySafeWorkplace. They can be contacted as follows:





**MySafeWorkplace**


**1-800-650-7005**


**www.MySafeWorkplace.com**


**15000
      West 6** **th** **Avenue, Suite 150**


**Golden,
      CO 80401**





The
      Bank’s management shall periodically report to the Audit and Compliance
      Committee of the Board of Directors on these compliance efforts, including,
      without limitation, periodic reporting of alleged violations of this policy
      and
      the actions taken with respect to any such violation .




Bank
      officials reporting potential conflicts or other information under this policy
      will be required to complete a "Disclosure Form". A copy will be maintained
      in
      the Bank official's file with Human Resources.





Any
      concerns or questions with respect
      to accounting,
      internal accounting controls or
      auditing matters  should
      be
      directed to the Audit and Compliance Committee of the Board of Directors, in
      accordance with the
      Bank’s Audit and Compliance Committee Complaint Procedures .
      Under
      these procedures, concerns may be reported to an appropriate person who can
      relay them to the Chairman of the Audit and Compliance Committee of the Board
      of
      Directors, such as a supervisor or member of the Human Resources Department,.
      Concerns may also be lodged confidentially by contacting the Bank’s confidential
      reporting service vendor, MySafeWorkplace, at 1-800-650-7005 or
      www.mysafeworkplace.com.





The
      Bank
      expressly forbids any retaliation against any Bank official who, acting in
      good
      faith, reports suspected misconduct. Any person(s) who participates in such
      retaliation is subject to disciplinary action, including termination .





**X.**
            **Review**





The
      Bank
      will review this policy on an annual basis.





**NORTHWAY
      BANK**


**AND
      SUBSIDIARIES**





**ETHICS
      AND CONFLICT OF INTEREST POLICY**








ACKNOWLEDGMENT





I,
      _______________________, hereby acknowledge that I have received, read and
      understand the “Ethics and Conflict of Interest Policy” provided to me. I also
      acknowledge my responsibilities as an employee of the organization which is,
      at
      all times, to adhere to these policies. I
      understand a violation of this policy may result in disciplinary action up
      to
      and including immediate termination from employment.







Signature
                of Employee
            
            Date