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.

         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 a


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         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.

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


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         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.

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


                                       24
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          o    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.

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.


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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.

E.       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
         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.


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         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.

F.       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.


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G.       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.

H.       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 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.


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I.       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.

J.       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.

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


                                       29
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         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 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


                                       30
<PAGE>

         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.

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.


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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 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


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<PAGE>



          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.

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:



                                       33
<PAGE>

          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;

          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.


                                       34
<PAGE>




         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.

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.


                                       35
<PAGE>





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.

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;



                                       36
<PAGE>




          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.

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


                                       37
<PAGE>



         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.

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.



                                       38
<PAGE>



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.


                                       39