Exhibit
        14
 ORGANIZATIONAL
                    FUNCTIONAL AREA:
                ExecutivePOLICY
                    FOR:
                Ethics
                    and Conflict of InterestNORTHWAY
                    FINANCIAL INC. AND SUBSIDIARY NORTHWAY BANKBOARD
                    OF DIRECTORS APPROVED:
                November
                    28, 2006LAST
                    BOARD APPROVAL DATE:
                November
                    29, 2005LAST
                    REVISION DATE:
                November
                    30, 2006DEPARTMENT/INDIVIDUAL
                    RESPONSIBLEFOR
                    MAINTAINING/UPDATING:
                Human
                    Resources
  ETHICS
        AND CONFLICT OF INTEREST POLICY
 
 TABLE
        OF
        CONTENTS
 I.
              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
              8XI.
              ACKNOWLEDGMENT
              9
 
  
  
 I.
        Introduction
 
 This
        policy is established to ensure that employees, directors, officers and agents
        (hereinafter referred to as “Bank officials”) of Northway Financial, Inc. and
        its subsidiary Northway Bank (hereinafter collectively referred to as 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 Bank officials and 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 borrow from customers or vendors, except from
                  those
                  normally engaging in lending as a primary business function under
                  terms
                  available to the general public; 
 (2)
              Bank
                  officials may not receive non-public information from another financial
                  institutions for the purpose of personal benefit or
                  gain; 
 (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 perform any type of transaction involving their
                  own or
                  immediate family member’s account. This includes not only financial
                  transactions but inputting and maintaining Bank deposit, loan,
                  network, or
                  other Bank systems related account information, etc.; 
 (5)
              Bank
                  officials may not purchase assets from the Bank, directly or indirectly,
                  without an independent appraisal of the asset and 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 federal bank examiners,
                  shall
                  conceal no adverse data, and shall offer any information to assist
                  in a
                  proper evaluation; 
 (11)
              Bank
                  officials shall notify the Human Resources Manager immediately
                  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 Bank official 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 Bank official 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, or 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 6th 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.
 
 XI.  Acknowledgment
 
 All
        employees upon initial hire or re-hire, will be required to sign an
        acknowledgment of their responsibilities under this policy. In addition,
        annually all employees will be required to “re-acknowledge” their
        responsibilities under the Bank Ethics and Conflict of Interest Policy. These
        acknowledgments will be obtained and maintained by the Human Resources
        department.