Exhibit 14

                            EMCLAIRE FINANCIAL CORP.

                CODE OF PERSONAL AND BUSINESS CONDUCT AND ETHICS


I.       GENERAL POLICY STATEMENT

         It is the policy of  Emclaire  Financial  Corp.  ("the  Company"),  the
         parent company of Farmers National Bank of Emlenton (collectively,  the
         "Company")  to conduct  its  business  in  accordance  with the highest
         ethical   standards  in  order  to  merit  and  maintain  the  complete
         confidence  and trust of its clients  and the public in  general.  This
         Code of Personal and  Business  Conduct and Ethics  ("Code")  addresses
         both  business  and social  relationships  that may  present  legal and
         ethical  concerns  and also sets  forth a code of  conduct to guide the
         members of the board of directors  and staff  members.  We expect every
         employee,  officer and  director of the Company to read and  understand
         the Code and its  application to the performance of his or her business
         responsibilities.  Directors  and  staff  members  must  conduct  their
         personal affairs and maintain their business  transactions in a manner,
         which does not result in adverse comments or criticisms from the public
         or in any way damage our reputation as a responsible financial services
         organization.  The term  "staff  member"  refers  to all  officers  and
         employees of the Company.

         Because the  principles  described  in this Code are general in nature,
         you should also review all applicable  Company  policies and procedures
         for  more  specific  instruction,   and  contact  the  Human  Resources
         Department if you have any questions.

         Nothing in this Code,  in any Company  policies and  procedures,  or in
         other related  communications (verbal or written) creates or implies an
         employment contract or term of employment.

         We are  committed to regularly  reviewing and updating our policies and
         procedures.  Therefore, this Code is subject to modification. This Code
         supersedes all other such codes,  policies,  procedures,  instructions,
         practices,  rules or  written or verbal  representations  to the extent
         they are inconsistent.


         A.   Compliance with Laws and Regulation
              -----------------------------------

         Ethical business conduct is critical to our business.  It is our policy
         to fully  comply  with the spirit and  intent of all  applicable  laws,
         rules and regulations.  Violations of these laws, rules and regulations
         can create  significant  civil and/or  criminal  liability for you, the
         Company, our directors,  officers and other employees. We expect you to
         use good  judgment and high ethical  standards  and to refrain from any
         form of illegal, dishonest or unethical conduct.

         We hold periodic  training sessions to ensure that all employees comply
         with the relevant laws,  rules and  regulations  associated  with their
         employment,  including  laws  prohibiting  insider  trading  (which are
         discussed in further detail in Section V below). While we do not expect
         you to memorize every detail of these laws, rules and  regulations,  we
         want you to be able to determine  when to seek advice from  others.  If
         you do have a question in the area of legal compliance, it is important
         that you not  hesitate  to seek  answers  from your  supervisor  or the
         Compliance Officer.


<PAGE>


         Disregard  of the law will not be  tolerated.  You should be aware that
         conduct and  records,  including  emails,  are subject to internal  and
         external  audits,  and to  discovery  by third  parties in the event of
         government investigation or civil litigation.  It is in everyone's best
         interests to know and comply with our legal and ethical obligations.

         B.   Administration of the Code
              --------------------------

         It is your  responsibility  to be familiar  with the Code.  Supervising
         officers  are expected to make every  reasonable  effort to ensure that
         their  subordinate staff continues to comply with the provisions of the
         Code.

         Senior  management  shall  administer  the Code,  determine  matters of
         interpretation,  and  coordinate  periodic  changes  to the  Code.  The
         continued  implementation  of the Code shall be  accomplished by audit,
         examination and personnel procedures.

         You are  encouraged  to seek the advice of the  appropriate  supervisor
         regarding  questions of interpretation  and of the applicability of the
         provisions of the Code to a particular situation.

         You will be required to sign a written  acknowledgment  of receipt of a
         copy of the Code and of any subsequent  changes  thereto and return the
         form  to the  Human  Resources  Department  indicating  that  you  have
         received,  read,  understand  and  agree to comply  with the Code.  The
         signed acknowledgment form will be located in your personnel file.

         Part of your job and ethical  responsibility  is to help  enforce  this
         Code. You should be alert to possible  violations  and report  possible
         violations to the Human Resources Department. You must cooperate in any
         internal or external  investigations of possible violations.  Reprisal,
         threats,  retribution or retaliation against any person who has in good
         faith  reported a violation or a suspected  violation of law, this Code
         or other  Company  policies,  or against any person who is assisting in
         any  investigation  or process  with  respect to such a  violation,  is
         prohibited.

         Violations of law,  this Code, or other Company  policies or procedures
         should be reported in accordance with Section XI.

         Violations of law, this Code or other Company policies or procedures by
         staff  members  can lead to  disciplinary  action  up to and  including
         termination.

         In trying to determine whether any given action is appropriate, use the
         following test.  Imagine that the words you are using or the action you
         are  taking is going to be fully  disclosed  in the media  with all the
         details,  including your photo. If you are uncomfortable  with the idea
         of this information  being made public,  perhaps you should think again
         about your words or your course of action.

         In all cases, if you are unsure about the  appropriateness  of an event
         or action,  please seek assistance in interpreting  the requirements of
         these practices by contacting the Human Resources Department.

<PAGE>

II.      CONFLICTS OF INTEREST

         Each of us has a  responsibility  to the Company,  our stockholders and
         each other.  Although  this duty does not  prevent us from  engaging in
         personal  transactions  and  investments,  it does demand that we avoid
         situations where a conflict of interest might occur or appear to occur.

        A.    Policy
              ------

         It is our policy that  directors,  officers and employees do not engage
         in  personal  conduct,  which will  conflict  with the  interest of the
         Company.  It is important to avoid even the appearance of a conflict of
         interest,  since the appearance can be as damaging to our reputation as
         an actual  conflict.  Whether or not a conflict of  interest  exists or
         will exist can be unclear.  Conflicts of interest are prohibited unless
         specifically authorized as described below.

         If you have any questions  about a potential  conflict or if you become
         aware of an actual or potential conflict, and you are not an officer or
         director  of the  Company,  you should  discuss  the  matter  with your
         supervisor or the Compliance  Officer (as further  described in Section
         XI). Supervisors may not authorize conflict of interest matters without
         first  seeking the approval of the  Compliance  Officer and filing with
         the  Compliance  Officer  a  written   description  of  the  authorized
         activity.  If the  supervisor  is involved in the  potential  or actual
         conflict,  you should  discuss the matter  directly with the Compliance
         Officer.  Officers and directors may seek  authorization from the Audit
         Committee.  Factors that may be  considered  in  evaluating a potential
         conflict of interest are, among others:

               o    whether it may interfere with the individual's job
                    performance, responsibilities or morale;

               o    whether the individual has access to confidential
                    information;

               o    whether it may interfere with the job performance,
                    responsibilities or morale of others within the
                    organization;

               o    any potential adverse or beneficial impact on our business;

               o    any potential adverse or beneficial impact on our
                    relationships with our customers or suppliers or other
                    service providers;

               o    whether it would enhance or support a competitor's position;

               o    the extent to which it would result in financial or other
                    benefit (direct or indirect) to the individual;

               o    the extent to which it would result in financial or other
                    benefit (direct or indirect) to one of our customers,
                    suppliers or other service providers; and

               o    the extent to which it would appear improper to an outside
                    observer.

<PAGE>


         B.   Acceptance of Gifts
              -------------------

         You and your immediate  families shall not solicit,  accept,  or retain
         any benefit  themselves or for any third party from any of our clients,
         any individual or organization doing or seeking to do business with us,
         or from any other  individual or organization  that maintains a banking
         relationship  with us. In this  context,  a benefit is  regarded as any
         type of gift, gratuity, service, loan, legacy (except from a relative),
         fee or compensation, or anything of monetary value.

         Specific  exception to this prohibition may be made if there is no, and
         there appears to be no, reasonable  likelihood of improper influence in
         your  performance  of duties on behalf  of the  Company.  The  personal
         benefit, however, must be one of the following:

               o    normal business courtesies, such as a meal, refreshment or
                    entertainment of reasonable value, involving no more than
                    ordinary amenities, in the course of a meeting or other
                    occasion, the purpose of which is to hold bona fide business
                    discussions;

               o    non-cash gifts of reasonable value (under $100.00) when
                    received at holiday time or for special occasions, such as a
                    new job, promotion, wedding, or retirement, which represent
                    an expression of friendship;

               o    gifts based upon kinship, marriage or social relationships
                    entirely beyond and apart from any business relationship;

               o    unsolicited advertising and promotional material of nominal
                    value;

               o    awards given by charitable, education, civic, or religions
                    organizations for meritorious contributions or service;

               o    loans from other banks or financial institutions on
                    customary terms to finance proper and usual activities such
                    as home mortgage loans;

               o    discounts or rebates on merchandise or services that do not
                    exceed those available to other clients.

         Any personal  benefit  offered or received,  other than the  exceptions
         noted above,  is to be reported by the staff  member to the  Compliance
         Officer who will review the  situation and instruct the staff member as
         to  the  appropriate   action.   The  Compliance   Officer  shall  keep
         contemporaneous written records of all such disclosures. The Compliance
         Officer shall report any such personal benefit received directly to the
         Audit Committee.  Directors and executive officers will report directly
         to the Audit Committee.

         It is important to recognize  that federal law makes it a crime for any
         officer,  director,  or  employee of a  federally-insured  bank or bank
         holding  company,  directly or  indirectly,  to ask,  solicit,  accept,
         receive, or agree to receive any thing of value, for himself/herself or
         for  any  other  person  or  entity,  for  or in  connection  with  any
         transaction or business of the Company.  Until  recently,  this federal
         law only  applied  to bribes to  procure  or attempt to procure a loan.
         However,   the  recent   amendment  to  this  federal  bribery  statute
         eliminates  the  necessity of showing  that the staff  member  received
         payment in exchange for making a loan.  The penalty for violating  this
         law is a fine,  imprisonment,  or both.  Any offer of such an  improper
         payment should be immediately reported to the Compliance Officer.

<PAGE>


         C.   Political Contributions
              -----------------------

         U.S.  federal and state laws limit the nature and extent of  individual
         and corporate  political  participation.  For example,  federal law and
         that of many  states  prohibit  corporate  contributions  to  political
         candidates or officeholders.

         Federal  law and Company  policy  also state that the Company  will not
         reimburse anyone for personal political contributions. The Company will
         not alter personal  compensation in any way under any  circumstances to
         reflect personal political contributions.

         D.   Outside Activities
              ------------------

         We discourage staff members from holding outside  employment.  In those
         instances  where it is  justified,  written  approval  from  the  Human
         Resources  Department  is required.  No outside  employment or activity
         will be approved  which  might  subject us to  criticism  or which will
         impact the staff member's productivity.

         We encourage  individual  participation in civic activities.  Normally,
         volunteer efforts must take place outside of regular business hours. If
         volunteer  efforts  require  business time,  prior  approval  should be
         obtained by the staff member from his or her manager.

         Staff members are not to act,  without prior written  approval from the
         Human  Resources  Department,  as  executor,  administrator,   trustee,
         guardian or conservator, or in any outer fiduciary capacity, whether or
         not it is related to our  business.  Staff members may act as fiduciary
         for a family member(s) without prior approval.

         It is a conflict of interest to serve as a director of any company that
         competes  with us.  Although  you may serve as a director  of a Company
         supplier,  customer,  developer or other business  partner,  our policy
         requires  that you first obtain  approval  from the  President  and CEO
         before accepting a directorship  for any company.  Any compensation you
         receive should be commensurate to your responsibilities.  Such approval
         may be conditioned upon the completion of specified actions. Serving as
         a director of a non-profit organization, charity or similar entity does
         not violate  this policy and does not require  approval.  If you are an
         officer or director of the  Company,  you must receive  prior  approval
         from the Audit Committee.

         D.   The Foreign Corrupt Practices Act
              ---------------------------------

         The U.S. Foreign Corrupt Practices Act, as amended by the International
         Anti-Bribery and Fair Competition Act of 1998 (FCPA),  makes it a crime
         to  bribe  officials  of  another  country.  The  law  applies  to U.S.
         companies  and  their  domestic  and  foreign  subsidiaries,  and their
         employees or agents (whether or not U.S.  nationals),  as well as other
         foreign  persons who violate the law in the U.S. The FCPA has two basic
         parts:   (1)   anti-bribery   provisions,   and  (2)   accounting   and
         record-keeping requirements.

         The  anti-bribery  provisions make it illegal to bribe a foreign public
         official,  political  party,  party official or candidate for political
         office, or an official of a public international organization. The FCPA
         defines a "bribe" as any payment,  directly or indirectly, or any offer
         or promise to pay, anything of value (whether cash or otherwise) to the
         recipient  for  the  purpose  of  influencing  or  rewarding  an act or
         decision to obtain,  retain or direct  business,  or for the purpose of
         obtaining  any  "improper  advantage"  (e.g.,  tax breaks,  immunities,
         permits or priorities not otherwise earned).  The FCPA's accounting and
         record-keeping provisions require companies to keep detailed corporate

<PAGE>

         books,  records and accounts,  and prohibit the  falsification of those
         materials.  The  accounting  and  record-keeping  provisions  apply  to
         domestic  as  well  as  foreign  operations  of  publicly  traded  U.S.
         companies.  These requirements complement the anti-bribery provision by
         preventing the creation of unreported slush funds for illegal payments.
         It is important to understand  that the law requires strict accuracy in
         documentation and reporting.

         These provisions  can be interpreted  to include relatively  small sums
         from petty cash funds.

         Consistent with the FCPA, the Company's corporate policy requires that:

               o    No Company employee or agent will pay or offer a "bribe" as
                    defined in the FCPA;

               o    No Company employee or agent will establish any undisclosed
                    or unrecorded fund of cash or assets for any purpose, or
                    make any false, artificial, or misleading entries in any
                    books or records of the Company;

               o    No Company employee or agents will approve or make any
                    payment for any purpose other than that described by the
                    document supporting the payment; and

               o    The Assistant Vice President/Controller must provide prior
                    written approval before a Company employee or agent:

                    o    Makes any payment or gift to foreign public or party
                         officials, international public officials or foreign
                         political candidates of more than a nominal value;

                    o    Pays travel or lodging expenses of, or makes any
                         substantial entertainment expenditure for, any of those
                         officials;

                    o    Makes any "facilitating or grease payments" to
                         facilitate routine governmental action of more than a
                         nominal value;

                    o    Makes contributions to campaigns of foreign political
                         parties, officials or candidates;

                    o    Engages an agent, consultant, or advisor who may have
                         dealings with foreign governments or political parties
                         on behalf of Equifax; or

                    o    Makes any payment arrangements where a person
                         performing services or selling goods in one country
                         requests that payments be made in another country
                         ("split payments arrangements").

         Anyone who is convicted of violating the FCPA is subject to substantial
         fines or imprisonment.

<PAGE>



         E.   Personal Finances
              -----------------

         Personal  finances  should  be  managed  in a  manner  consistent  with
         employment  in  a  financial  institution.   Staff  members  and  their
         immediate  families  should borrow only from  reputable  organizations,
         which  regularly  lend  money,   and  such  borrowing  must  carry  the
         prevailing  rate of interest and not involve  favored  treatment of any
         kind.  Borrowing  from relatives is not subject to  restriction.  Staff
         members are not permitted to borrow from their  co-workers,  but should
         discuss any financial emergency with Human Resources.

         Staff members  should not sign on clients'  accounts,  act as deputy or
         co-renter  of clients'  safe  deposit  boxes,  or  otherwise  represent
         clients.  This does not include  clients related to the staff member by
         blood or marriage. A staff member may be one of several signatures to a
         non-profit  organization  deposit  account  that  requires  two or more
         signatures.

         F.   Personal Investment Activity
              ----------------------------

         While we do not  intend  to  unreasonably  limit  you in your  personal
         investment  activities,  it is our  policy  that  you  not  enter  into
         investment  transactions  which would create, or give the appearance of
         creating, a conflict of interest between you and the Company or between
         the  Company and any  client.  Many  factors  should be  considered  in
         determining whether a conflict exists, including the size and nature of
         the investment; your ability to influence the Company's decisions; your
         access  to  confidential  information  of the  Company  or of the other
         company; and the nature of the relationship between the Company and the
         other company.

         G.   Related Parties
              ---------------

         As a general rule, you should avoid conducting  Company business with a
         relative or significant  other,  or with a business in which a relative
         or significant other is associated in any significant  role.  Relatives
         include  spouse,  sister,  brother,   daughter,  son,  mother,  father,
         grandparents,   aunts,   uncles,   nieces,   nephews,   cousins,   step
         relationships and in-laws. Significant others include persons living in
         a spousal or familial fashion with you.

         If such a related  party  transaction  is  unavoidable,  you must fully
         disclose the nature of the related party  transaction  to the Company's
         Compliance  Officer. If determined to be material to the Company by the
         Compliance  Officer,  the  Company's  Audit  Committee  must review and
         approve in writing in advance such related party transactions. The most
         significant  related party  transactions,  particularly those involving
         the  Company's  directors or executive  officers,  must be reviewed and
         approved in writing in advance by the Company's Board of Directors.  We
         must  report  all  such  material  related  party   transactions  under
         applicable  accounting rules,  federal securities laws,  Securities and
         Exchange Commission rules and regulations, and securities market rules.
         Any dealings  with a related party must be conducted in such a way that
         no preferential treatment is given to this business.

         The Company  prohibits  the  employment  of relatives  and  significant
         others in positions or assignments that have a financial  dependence or
         influence   (e.g.,   an   auditing  or  control   relationship,   or  a
         supervisor/subordinate  relationship). The purpose of this policy is to
         prevent the  organizational  impairment and conflicts that are a likely
         outcome  of  the  employment  of  relatives  or   significant   others,
         especially  in a  supervisor/subordinate  relationship.  If a  question
         arises about  whether a  relationship  is covered by this  policy,  the
         Human Resources  Department is responsible  for determining  whether an
         applicant's or  transferee's  acknowledged  relationship  is covered by
         this policy.  The Human Resources  Department shall advise all affected
         applicants and transferees of this

<PAGE>



         policy.  Willful  withholding  of  information  regarding a  prohibited
         relationship/reporting arrangement may be subject to corrective action,
         up to and including termination. If a prohibited relationship exists or
         develops  between two  employees,  the employee in the senior  position
         must bring this to the  attention  of his/her  supervisor.  The Company
         retains the  prerogative  to separate the  individuals  at the earliest
         possible time, either by reassignment or by termination, if necessary.

         H.   Lending Practices
              -----------------

               1.   It is our policy to  maintain  prudent  lending  services to
                    adequately supply the credit needs of our clients.  Any rate
                    concessions   shall  be  based   solely  upon  a  borrower's
                    creditworthiness and overall business  relationship with the
                    Company.

               2.   You are not in any way to represent or exercise authority on
                    behalf   of  the   Company,   grant   direct   or   indirect
                    accommodations or make credit  recommendations  with respect
                    to:

                    o    members of your family;

                    o    any  individual  or  organization  to which you or your
                         immediate family is indebted;

                    o    any  organization  with  which  you or  your  immediate
                         family is associated  or in which a material  financial
                         interest is held.

               3.   You  may  recommend  loan  or  service   accommodations   to
                    non-profit  organizations  for  which  you  serve as a board
                    member or officer, but must fully disclose this relationship
                    at the time of  recommendation.  Such  accommodation must be
                    approved  by  a  second   party  within   normal   authority
                    guidelines.

               4.   Federal law prohibits  any director,  officer or employee of
                    the Company from granting any loan or gratuity to any public
                    company,  examiner or assistant bank examiner,  who examines
                    the Company or has authority to examine the Company.

         I.   Giving Advice to Customers
              --------------------------

         You may  occasionally  be asked by clients to comment upon the legality
         of a particular  transaction.  Since the Company cannot practice law or
         give  legal  or  tax  advice,  staff  members  must  exercise  care  in
         discussing  transactions  with clients and nothing  should be said that
         might be interpreted as the giving of legal or tax advice.

III.     CORPORATE OPPORTUNITY

         Employees,  officers  and  directors  may not  exploit  for  their  own
         personal  gain  opportunities  that are  discovered  through the use of
         corporate  property,  information or position unless the opportunity is
         disclosed  fully in writing to the Company's Board of Directors and the
         Board of Directors declines to pursue such opportunity.

<PAGE>



IV.      CONFIDENTIALITY

         A.   Customer Information
              --------------------

         Safeguarding  the  confidential  financial  information  concerning our
         clients is essential in maintaining  the public trust. It is our policy
         that such confidential  information  acquired by a staff member through
         his or her employment  must be held in the strictest  confidence.  Such
         information  is to be held for Company  purposes and not as a basis for
         personal gain by a staff  member.  Aside from routine  personal  credit
         inquiries,  information  regarding  a client may be released to private
         persons, organizations or governmental bodies that request it generally
         only with the written consent of the client involved or upon receipt of
         a legal document, such as subpoena or court order.  Confidential client
         information  should never be discussed with anyone outside the Company,
         and only with those within the Company who have a  legitimate  business
         need to know. This  obligation to keep  confidential  such  information
         continues not only while a staff member is employed by the company, but
         also continues after such employment ends.

         B.   Information Regarding the Company/Media Relations
              -------------------------------------------------

         Financial  or  other  proprietary   and/or   confidential   information
         regarding  the Company is not to be  released to any outside  person or
         organization  unless it has been published in reports to  shareholders,
         or otherwise  made  available  to the public  through  authorized  news
         releases.   All  news  media  inquiries  and  other  outside  inquiries
         regarding the Company must be referred to the President/CEO.

         C.   Material Inside Information
              ---------------------------

         The use or disclosure of "material inside  information"  subjects staff
         members,  the Company,  and third  parties to whom the  information  is
         communicated,  to severe  penalties under federal and state  securities
         laws.  Information is "material"  when there is significant  likelihood
         that a reasonable  investor would think the information is important in
         making an investment decision.  Information is "inside" when it has not
         been  disseminated to the public at large. Any staff member  possessing
         such  material  inside  information  must not trade in or recommend the
         purchase or sale of the securities  involved  until the  information is
         actually  disseminated  to  the  public.  Lending  personnel  must  not
         disclose confidential  information on existing or proposed loan clients
         to investment personnel.

         D.   Disclosure of Company Confidential Information
              ----------------------------------------------

         To further the Company's  business,  from time to time our confidential
         information may be disclosed to potential business  partners.  However,
         such disclosure should never be done without carefully  considering its
         potential  benefits and risks.  If you determine in  consultation  with
         your manager and other appropriate  Company  management that disclosure
         of  confidential  information  is necessary,  you must then contact the
         Compliance Officer to ensure that an appropriate written  nondisclosure
         agreement  is  signed  prior  to  the  disclosure.   We  have  standard
         nondisclosure agreements suitable for most disclosures.

         E.   Requests by Regulatory Authorities
              ----------------------------------

         The  Company  and  its  directors,   officers,  employees,  agents  and
         contractors  must cooperate with appropriate  government  inquiries and
         investigations.  In this context,  however,  it is important to protect
         the legal  rights  of the  Company  with  respect  to its  confidential
         information.  All  government  requests for  information,  documents or
         investigative interviews must be referred to the Compliance

<PAGE>


         Officer.  No financial  information may be disclosed without  the prior
         approval of the Compliance Officer.

V.       OBLIGATIONS UNDER SECURITIES LAWS - "INSIDER" TRADING

         Directors  and  staff  members  who have  access  to  confidential  (or
         "inside")   information   are  not  permitted  to  use  or  share  that
         information for stock trading  purposes or for any other purpose except
         to conduct our business.  All non-public  information about the Company
         or about companies with which we do business is considered confidential
         information.  To use material non-public information in connection with
         buying or selling securities, including "tipping" others who might make
         an investment  decision on the basis of this  information,  is not only
         unethical,  it is illegal.  Information  is generally  considered to be
         "material"  if a reasonable  investor  would  likely  consider it to be
         important in making his or her investment  decision,  or if the release
         of the information is reasonably certain to have an effect on the price
         of the Company's stock. You must exercise the utmost care when handling
         material inside information. We have adopted a separate Insider Trading
         Policy to which you are bound as a condition of your  employment  here.
         You  should  consult  the  Insider  Trading  Policy  for more  specific
         information on the definition of "material  inside  information" and on
         buying and selling our securities or securities of companies with which
         we do business.

VI.      PROTECTION AND PROPER USE OF COMPANY'S ASSETS

         A.   General
              -------

         Protecting the Company's  assets is a key fiduciary  responsibility  of
         every employee, agent, consultant and contractor.  Care should be taken
         to ensure that assets are not  misappropriated,  loaned to others, sold
         or  donated,  without  appropriate  authorization.  All  Company  staff
         members,  agents,  consultants  and contractors are responsible for the
         proper use of Company  assets,  and must  safeguard such assets against
         loss, damage,  misuse or theft. Staff members,  agents,  consultants or
         contractors  who  violate  any aspect of this  policy,  are  subject to
         disciplinary  action including  immediate  termination of employment or
         the business  relationship.  Those staff members who  demonstrate  poor
         judgment  in the  manner  in which  they use any  Company  asset may be
         subject to  disciplinary  action,  up to and including  termination  of
         employment or business  relationship at the Company's sole  discretion.
         Company  equipment  and  assets  are to be used  for  Company  business
         purposes only. Staff members,  agents,  consultants and contractors may
         not use Company  assets for personal  use, nor may they allow any other
         person to use Company  assets.  Staff  members  who have any  questions
         regarding  this  policy  should  bring  them  to the  attention  of the
         Company's Human Resources Department.

         B.   Physical Access Control
              -----------------------

         The  Company  has and will  continue  to  develop  procedures  covering
         physical   access   control  to  ensure   privacy  of   communications,
         maintenance of the security of the Company communication  equipment and
         safeguard  Company assets from theft,  misuse and destruction.  You are
         personally  responsible  for complying with the level of access control
         that has been implemented in the facility where you work on a permanent
         or  temporary  basis.  You must not defeat or cause to be defeated  the
         purpose for which the access control was implemented.


<PAGE>



         C.   Company Funds
              -------------

         You are  personally  responsible  for all Company  funds over which you
         exercise control.  Company agents and contractors should not be allowed
         to exercise control over Company funds. Company funds must be used only
         for Company  business  purposes.  Every Company  staff  member,  agent,
         consultant and contractor must take reasonable steps to ensure that the
         Company  receives good value for Company funds spent, and must maintain
         accurate  and  timely  records of each and every  expenditure.  Expense
         reports must be accurate  and  submitted  in a timely  manner.  Company
         staff members, agents, consultants and contractors must not use Company
         funds or Company guaranteed credit cards for any personal purpose.

         D.   Computers and Other Equipment
              -----------------------------

         We strive to furnish  staff  members  with the  equipment  necessary to
         efficiently and effectively perform their jobs. Staff members must care
         for that  equipment  and to use it  responsibly  primarily  for Company
         business  purposes.  If Company  equipment  is used at your home or off
         site, takes precautions to protect it from theft or damage,  just as if
         it were  your  own.  Please  refer to the  Company's  IT  Policies  for
         additional information.  If the Company no longer employs you, you must
         immediately  return all Company  equipment.  While  computers and other
         electronic  devices are made  accessible to employees to assist them to
         perform  their  jobs  and to  promote  Company's  interests,  all  such
         computers and electronic devices, whether used entirely or partially on
         the Company's  premises or with the aid of the  Company's  equipment or
         resources,  must remain  fully  accessible  to the Company  and, to the
         maximum  extent  permitted by law,  will remain the sole and  exclusive
         property of the Company.

         Staff  members,   agents  and  contractors   should  not  maintain  any
         expectation  of privacy with respect to information  transmitted  over,
         received by or stored in any  electronic  communications  device owned,
         leased or operated in whole or in part by or on behalf of the  Company.
         To the extent  permitted by applicable law, we retain the right to gain
         access to any information  received by, transmitted by or stored in any
         such electronic  communications  device,  by and through its employees,
         agents,  contractors or  representatives,  at any time,  either with or
         without an employee's or third party's knowledge, consent or approval.

         E.   Software
              --------

         All  software  used by employees to conduct  Company  business  must be
         appropriately  licensed.  Never  make or use  illegal  or  unauthorized
         copies of any software,  whether in the office, at home or on the road,
         since doing so may constitute copyright infringement and may expose you
         and the Company to potential civil and criminal liability. In addition,
         use of illegal or  unauthorized  copies of  software  may  subject  the
         employee to disciplinary action, up to and including  termination.  The
         Company's  Information   Technology  Department  will  inspect  Company
         computers  periodically  to verify  that  only  approved  and  licensed
         software has been installed. Any  non-licensed/supported  software will
         be removed.

         F.   Electronic Media Usage
              ----------------------

         The  purpose  of this  policy is to make  certain  that  staff  members
         utilize  electronic  communication  devices  in a  legal,  ethical  and
         appropriate    manner.    This   policy    addresses    the   Company's
         responsibilities  and concerns regarding the fair and proper use of all
         electronic  communications  devices within the organization,  including
         computers, e-mail, connections to the Internet, intranet

<PAGE>



         and  extranet  and any other  public or private  networks,  voice mail,
         video  conferencing,  facsimiles and telephones.  Posting or discussing
         information concerning our products or business on the Internet without
         the prior  written  consent  of the  Company's  Compliance  Officer  is
         prohibited.  Staff  members who use E-mail for personal  messages do so
         with the  knowledge  that the  Company  reserves  the right to  monitor
         and/or  review  all  electronic  communications  if and  when it  deems
         appropriate. All E-mail messages, all Company records and the equipment
         and systems are Company  property.  Accordingly,  Company employees are
         expected to use the E-mail  system  properly  and not assume that their
         messages are  confidential.  Also the improper use of E-mail,  e.g. for
         the purposes of harassment and discriminating  behavior, will result in
         disciplinary  action up to and including  dismissal.  Any other form of
         electronic  communication used by employees  currently or in the future
         is  also  intended  to be  encompassed  under  this  policy.  It is not
         possible to identify every  standard and rule  applicable to the use of
         electronic  communications devices. You are therefore encouraged to use
         sound  judgment  whenever  using  any  feature  of  our  communications
         systems.

VII.     MAINTAINING AND MANAGING RECORDS

         A.   General
              -------

         The  purpose of this  policy is to set forth and  convey the  Company's
         business and legal  requirements  in managing  records,  including  all
         recorded information  regardless of medium or characteristics.  Records
         include paper documents, CDs, computer hard disks, email, floppy disks,
         microfiche,  microfilm  or all other  media.  We are required by local,
         state,   federal,   foreign  and  other   applicable  laws,  rules  and
         regulations to retain certain records and to follow specific guidelines
         in managing its records.  Civil and criminal  penalties  for failure to
         comply  with such  guidelines  can be  severe  for  employees,  agents,
         contractors and the Company, and failure to comply with such guidelines
         may subject the employee,  agent or contractor to disciplinary  action,
         up to and including  termination of employment or business relationship
         at the Company's sole discretion.

         B.   Records on Legal Hold
              ---------------------

         A legal hold suspends all document  destruction  procedures in order to
         preserve  appropriate  records  under  special  circumstances,  such as
         litigation or government  investigations.  Legal counsel determines and
         identifies  what types of Company  records or documents are required to
         be placed under a legal hold.  Every Company  staff  member,  agent and
         contractor  must comply with this  policy.  Failure to comply with this
         policy  may  subject  the  staff   member,   agent  or   contractor  to
         disciplinary  action, up to and including  termination of employment or
         business relationship at the Company's sole discretion, and potentially
         to criminal prosecution.

         The  Compliance  Officer  will  notify you if a legal hold is placed on
         records  for which you are  responsible.  You then  must  preserve  and
         protect the necessary  records in accordance with instructions from the
         Company's legal counsel. RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN
         PLACED  UNDER A LEGAL HOLD MUST NOT BE  DESTROYED,  ALTERED OR MODIFIED
         UNDER ANY  CIRCUMSTANCES.  A legal hold remains  effective  until it is
         officially  released in writing by the Company's legal counsel.  If you
         are unsure  whether a document has been placed under a legal hold,  you
         should  preserve  and protect  that  document  while you check with the
         Compliance Officer.

         If you have any  questions  about this  policy you should  contact  the
         Compliance Officer.



<PAGE>


         C.   Document Integrity
              ------------------

         The  integrity  of our  records  and public  disclosure  depends on the
         validity,  accuracy and completeness of the information  supporting the
         entries to our books of account.  Therefore, our corporate and business
         records  should be completed  accurately  and  honestly.  The making of
         false or misleading  entries,  whether they relate to financial results
         or test results, is strictly  prohibited.  Our records serve as a basis
         for managing our business and are important in meeting our  obligations
         to customers,  suppliers,  creditors, employees and others with whom we
         do business.  As a result, it is important that our books,  records and
         accounts  accurately  and fairly  reflect,  in reasonable  detail,  our
         assets,  liabilities,  revenues,  costs  and  expenses,  as well as all
         transactions and changes in assets and liabilities. We require that:

               o    no entry be made in our books and records that intentionally
                    hides or disguises the nature of any  transaction  or of any
                    of our liabilities,  or misclassifies any transactions as to
                    accounts or accounting periods;

               o    transactions be supported by appropriate documentation;

               o    the  terms of sales  and other  commercial  transactions  be
                    reflected   accurately  in  the   documentation   for  those
                    transactions   and  all  such   documentation  be  reflected
                    accurately in our books and records;

               o    employees comply with our system of internal controls; and

               o    no cash or other assets be maintained for any purpose in any
                    unrecorded or "off-the-books" fund.

         Our accounting  records are also relied upon to produce reports for our
         management,  stockholders  and creditors,  as well as for  governmental
         agencies. In particular, we rely upon our accounting and other business
         and  corporate  records in preparing  the periodic and current  reports
         that we file with the SEC.  These  reports  must  provide  full,  fair,
         accurate,  timely and understandable  disclosure and fairly present our
         financial  condition and results of operations.  Employees who collect,
         provide or analyze  information for or otherwise  contribute in any way
         in preparing or verifying  these  reports  should strive to ensure that
         our  financial  disclosure  is accurate  and  transparent  and that our
         reports contain all of the information  about the Company that would be
         important to enable  stockholders and potential investors to assess the
         soundness  and risks of our  business  and finances and the quality and
         integrity of our accounting and disclosures. In addition:

               o    no  employee  may take or  authorize  any action  that would
                    cause our financial records or financial  disclosure to fail
                    to comply with generally accepted accounting principles, the
                    rules and regulations of the SEC or other  applicable  laws,
                    rules  and  regulations,  or  take  any  action  to  coerce,
                    manipulate,    mislead   or   fraudulently   influence   any
                    independent public accountant or certified public accountant
                    engaged  in the  performance  of an audit or  review  of the
                    Company's  financial  statements  if that  person  knew,  or
                    should have known,  that such action,  if successful,  could
                    result  in  rendering  the  Company's  financial  statements
                    materially misleading;



<PAGE>


               o    all  employees  must  cooperate   fully  with  our  internal
                    accounting  department,  as well as our  independent  public
                    accountants  and counsel,  respond to their  questions  with
                    candor  and  provide   them  with   complete   and  accurate
                    information  to help ensure that our books and  records,  as
                    well as our reports  filed with the SEC,  are  accurate  and
                    complete; and

               o    no employee should knowingly make (or cause or encourage any
                    other person to make) any false or  misleading  statement in
                    any of our reports filed with the SEC or knowingly  omit (or
                    cause or encourage any other person to omit) any information
                    necessary to make the  disclosure  in any of our reports (or
                    in any  auditing  review  or  examination  of our  financial
                    statements) accurate in all material respects.

         Any employee who becomes  aware of any departure  from these  standards
         has a  responsibility  to report  his or her  knowledge  promptly  to a
         supervisor,  the  Compliance  Officer  or one of the  other  compliance
         resources  described  in Section  XI. The  falsification  of any books,
         records or documents of the Company is grounds for dismissal.

VIII.    FAIR DEALING

         We strive to outperform our competition fairly and honestly. Advantages
         over our competitors are to be obtained through superior performance of
         our products and services,  not through  unethical or illegal  business
         practices.   Acquiring  proprietary  information  from  others  through
         improper means, possessing trade secret information that was improperly
         obtained,  or inducing improper disclosure of confidential  information
         from past or present  employees of other companies is prohibited,  even
         if motivated by an intention to advance our  interests.  If information
         is  obtained by mistake  that may  constitute  a trade  secret or other
         confidential  information  of  another  business,  or if you  have  any
         questions  about the legality of proposed  information  gathering,  you
         must consult your  supervisor  or the  Compliance  Officer,  as further
         described in Section XI.

         You  are  expected  to  deal  fairly  with  our  customers,  suppliers,
         employees  and anyone else with whom you have  contact in the course of
         performing  your job.  No staff  member may take  unfair  advantage  of
         anyone through misuse of confidential information, misrepresentation of
         material facts or any other unfair dealing practice.

         Staff members involved in procurement have a special  responsibility to
         adhere to  principles of fair  competition  in the purchase of products
         and  services  by  selecting  suppliers  based  exclusively  on  normal
         commercial considerations, such as quality, cost, availability, service
         and reputation, and not on the receipt of special favors.

IX.      MISCELLANEOUS GUIDELINES FOR CONDUCT

         A.   Dealing with Competitors
              ------------------------

         It is our  policy is to  require  staff  members  to  observe  fair and
         ethical  conduct  in  dealing  with  our  competitors.  The  making  of
         disparaging   remarks   regarding  our  competitors  is  deemed  to  be
         inappropriate  and unethical.  Our strategy is to emphasize the quality
         and competence of our staff and services.  Staff members are prohibited
         from involving the Company in arrangements  with its competitors  which
         provide for the setting or controlling of rates,  prices,  or marketing
         policies.


<PAGE>



         B.   Exclusive Dealings
              ------------------

         It is our  policy  that we do not  base the sale  and/or  provision  of
         services to a client upon the  condition  that the client must purchase
         other  services  from us or upon  the  condition  that  the  client  is
         prohibited from dealing with other suppliers of such services.

         C.   Dealings with Auditors and Examiners
              ------------------------------------

         Staff members are required to fully cooperate with the audits conducted
         by the Company's internal audit staff, external auditing firms, and any
         regulators.  Questions  raised by the  auditors  or  examiners  must be
         responded  to  honestly,  and no adverse  information  in response to a
         question may be concealed.

         D.   Falsification of Books and Records
              ----------------------------------

         It is our policy to  maintain  records  and  accounts  that  accurately
         reflect  its  assets,  liabilities,  receipts  and  disbursements.  The
         falsification  of any books,  records or  documents  of the  Company is
         grounds for dismissal.

         E.   User Codes and Passwords
              ------------------------

         Staff members who are assigned  user codes and establish  passwords for
         the purpose of  accessing  computer  information  are  prohibited  from
         sharing these codes and passwords with any co-worker. Staff members are
         also  prohibited from inputting their user codes and passwords to allow
         a co-worker to access information at his or her terminal.

         F.   Special Requirements for Government Contracts
              ---------------------------------------------

         The Company provides products and services under several contracts with
         federal and state government agencies.  Employees who are involved with
         those contracts must be careful to follow  additional  rules that apply
         to government contracts. Some of those rules are as follows:

               o    It is  illegal  under  both  U.S.  federal  and state law to
                    solicit,  offer,  or pay any  bribe or other  gratuity  to a
                    public  official for the purpose of  influencing an official
                    act or decision;

               o    It is illegal  under the U.S.  federal  False  Claims Act to
                    file a false  report  or make any  false  statement  for the
                    purpose  of  either  making  a claim  for  payment  from the
                    government, or avoiding a specific payment obligation to the
                    government.

X.       WAIVERS

         Any waiver of any  provision of this Code for a member of the Company's
         Board of Directors or an executive  officer must be approved in writing
         by  the  Company's  Board  of  Directors  and  promptly   disclosed  in
         accordance  with law.  Any  waiver of any  provision  of this Code with
         respect any other  employee,  agent or  contractor  must be approved in
         writing by the Company's Compliance Officer.


<PAGE>

XI.      COMPLIANCE STANDARDS AND PROCEDURES - REPORTING AND INVESTIGATING
         MISCONDUCT

         A.   Compliance Resources
              --------------------

         To facilitate  compliance with this Code, we have implemented a program
         of  Code  awareness,  training  and  review.  We have  established  the
         position of Compliance Officer to oversee this program.  The Compliance
         Officer is a person to whom you can address any  questions or concerns.
         The Compliance  Officer,  Andrew M. Hogue,  can be reached at extension
         223.  In addition to fielding  questions  or concerns  with  respect to
         potential   violations  of  this  Code,  the   Compliance   Officer  is
         responsible for

               o    investigating possible violations of the Code;

               o    training new employees in Code policies;

               o    conducting  annual training  sessions to refresh  employees'
                    familiarity with the Code;

               o    distributing copies of the Code annually [via email] to each
                    employee with a reminder  that each employee is  responsible
                    for reading, understanding and complying with the Code;

               o    updating  the Code as needed and  alerting  employees to any
                    updates, with appropriate approval of the Audit Committee of
                    the  Board of  Directors,  to  reflect  changes  in the law,
                    Company operations and in recognized best practices,  and to
                    reflect Company experience; and

               o    otherwise promoting an atmosphere of responsible and ethical
                    conduct.

         Your most immediate resource for any matter related to the Code is your
         supervisor. He or she may have the information you need, or may be able
         to refer  the  question  to  another  appropriate  source.  There  may,
         however,  be times  when you prefer  not to go to your  supervisor.  In
         these instances,  you should feel free to discuss your concern with the
         Compliance  Officer.  If  you  are  uncomfortable   speaking  with  the
         Compliance Officer because he or she works in your department or is one
         of   your   supervisors,   please   contact   Stan  C.   Simons,   Vice
         President/Human Resources.

         If you have  questions  about the  Company  policy,  need  guidance  on
         specific  situations  or want to report  violations  of the  Code,  see
         Section B below.


<PAGE>


         B.   Clarifying Questions and Concerns; Reporting Possible Violations
              ----------------------------------------------------------------

         If you encounter a situation or are  considering a course of action and
         its  appropriateness is unclear,  discuss the matter promptly with your
         supervisor  or  the   Compliance   Officer;   even  the  appearance  of
         impropriety can be very damaging and should be avoided.

         If you are aware of a suspected or actual  violation of Code  standards
         by others,  you have a responsibility to report it. You are expected to
         promptly provide a compliance  resource with a specific  description of
         the violation that you believe has occurred,  including any information
         you have  about the  persons  involved  and the time of the  violation.
         Whether  you choose to speak  with your  supervisor  or the  Compliance
         Officer,  you should do so without fear of any form of retaliation.  We
         will  take  prompt   disciplinary   action  against  any  employee  who
         retaliates against you, up to and including termination of employment.

         Supervisors must promptly report any complaints or observations of Code
         violations  to the  Compliance  Officer.  The  Compliance  Officer will
         investigate all reported possible Code violations promptly and with the
         highest degree of  confidentiality  that is possible under the specific
         circumstances.  Your cooperation in the investigation will be expected.
         As needed, the Compliance Officer will consult with the Human Resources
         department and/or the Audit Committee of the Board of Directors

         If the  investigation  indicates  that a  violation  of  the  Code  has
         probably  occurred,  we will  take  such  action  as we  believe  to be
         appropriate under the  circumstances.  If we determine that an employee
         is  responsible  for a Code  violation,  he or she will be  subject  to
         disciplinary  action up to, and  including,  termination  of employment
         and,  in  appropriate  cases,  civil  action or referral  for  criminal
         prosecution.  Appropriate  action may also be taken to deter any future
         Code violations.

         Anyone can communicate with the Compliance Officer,  either anonymously
         or by name, by any of the following methods:

               o    In writing,  addressed to the Compliance Officer,  either by
                    internal mail or by U.S. mail to Andrew M. Hogue, Compliance
                    Officer,  Farmers  National  Bank,  Drawer D,  Emlenton,  PA
                    16373.

               o    By phone at 724-867-2311,ext. 223.

               o    By e-mail to ahogue@farmersnb.com

         Callers  who  wish to  follow  up on  their  call  will be  assigned  a
         confidential ID number.  You may also contact the Compliance Officer by
         any of these methods with any questions about the Code.


<PAGE>

XII.     DISCIPLINARY ACTIONS

         The matters  covered in this Code are of the utmost  importance  to the
         Company, its stockholders and its business partners,  and are essential
         to the Company's ability to conduct its business in accordance with its
         stated  values.  We expect all of our directors,  officers,  employees,
         agents,  contractors  and  consultants  to  adhere  to  these  rules in
         carrying out their duties for the Company.

         The Company will take appropriate action against any director, officer,
         employee,  agent,  contractor or consultant  whose actions are found to
         violate  these   policies  or  any  other   policies  of  the  Company.
         Disciplinary actions may include immediate termination of employment or
         business  relationship  at the  Company's  sole  discretion.  Where the
         Company has  suffered a loss,  it may pursue its  remedies  against the
         individuals or entities responsible. Where laws have been violated, the
         Company will cooperate fully with the appropriate authorities.

XIII.  ACKNOWLEDGMENT  OF RECEIPT OF CODE OF PERSONAL AND  BUSINESS  CONDUCT AND
       ETHICS

         I have  received and read the  Company's  Code of Personal and Business
         Conduct and Ethics.  I understand the standards and policies  contained
         in the Company  Code of Personal  and  Business  Conduct and Ethics and
         understand that there may be additional policies or laws specific to my
         job. I further  agree to comply with the Company  Code of Personal  and
         Business Conduct and Ethics.

         If I have  questions  concerning  the  meaning  or  application  of the
         Company Code of Personal and Business  Conduct and Ethics,  any Company
         policies,  or the legal and  regulatory  requirements  applicable to my
         job, I know I can consult my manager or the Human Resources Department,
         knowing  that  my  questions  or  reports  to  these  sources  will  be
         maintained in confidence.

         I understand  that my agreement  with the Code of Personal and Business
         Conduct and Ethics does not constitute a contract of employment.


         -----------------------------
         Please sign above



         -----------------------------
         Please print your name above



         -----------------------------
         Date

All directors,  officers, and exempt employees must sign and return this form to
the Human Resources Department