**Exhibit
      14.0**


**LIBERTY
      BANCORP, INC.**





**Code
      of Ethics and Business Conduct**





This
      Code
      of Ethics and Business Conduct (the “Code”) represents an overview of the
      corporate policies that should govern the actions of all employees, officers
      and
      directors of Liberty Bancorp, Inc. and its subsidiaries. It is not a replacement
      for policies and procedures that address the specifics of our business or that
      may impose stricter or more detailed requirements. No code of conduct can cover
      every potential situation. The Code is designed to provide written standards
      to
      promote honest and ethical conduct, compliance with law and a vehicle for prompt
      internal reporting and accountability to assure adherence to the Code. It is,
      therefore, your responsibility to apply the principles set forth in this Code
      in
      a responsible fashion and with the exercise of good business
      judgment.





Certain
      parts of this Code may apply specifically to “executive officers.” Executive
      officer means a member of the Company’s or its subsidiaries’ management so
      designated by resolution of the Board of Directors.





The
      policies and procedures contained in this Code do not constitute a legal
      contract and may be changed, modified or discontinued from time to time without
      notice (except as required by law) and in the sole discretion of Liberty
      Bancorp, Inc. Failure to adhere to these policies and procedures may result
      in
      disciplinary action up to and including dismissal.





Except
      as
      otherwise provided by written agreement or applicable law, persons employed
      by
      the Company or its subsidiaries are employed at will, and the Company reserves
      the right to take employment action, including termination, at any time for
      any
      reason without notice.










**TABLE
      OF CONTENTS**





Financial
                Policies
            3Political
                Contributions and Activities
            4Conflicts
                of Interest
            4Accepting
                Gifts and Gratuities
            5Corporate
                Opportunities
            6Equal
                Employment Opportunity, Harassment and Sexual Harassment
            6Illegal
                and Impairing Substances
            7Workplace
                Violence
            8Marketing
                Practices and Antitrust
            8Computer
                Networks, Voice Mail, E-Mail and the Internet
            8Confidential
                Information
            10Examinations,
                Government Investigations and Litigation
            13Detailed
                Policies and Procedures
            13Administration
                of the Code of Ethics and Business Conduct
            13Contacts
            16




**NOTE:**  *Throughout
      the* Code
      of
      Ethics and Business Conduct *,
      the
      term “Company” refers to Liberty Bancorp, Inc. and/or the subsidiary in which an
      employee works, depending on context.*









**F** **INANCIAL** **P** **OLICIES**





**Use
      of Company Assets**





The
      Company’s assets are to be used exclusively in the pursuit of the Company’s
      business except for minimal personal use authorized by your supervisor in
      accordance with other Company policies. The Company’s assets include equipment,
      facilities, supplies, services such as telephones and computer networks, and
      the
      time and efforts of its employees. You should not use Company assets for
      personal gain or convenience, or make Company assets available for the gain
      or
      convenience of anyone else, or for any purpose other than conducting the
      Company’s business unless you have management authorization to do
      so.





**Authority
      to Make Commitments**





Only
      specific employees are authorized to make financial or other commitments on
      behalf of the Company. Commitments might be such things as approving a loan
      or
      other extension of credit, ordering equipment or materials, authorizing business
      travel, approving payment of an invoice or expense report, authorizing budgets
      or budget overruns, signing leases or other contracts, selling Company assets,
      settling litigation or other claims, borrowing money, setting compensation
      or
      employee benefits, making charitable contributions and other transactions.
      These
      authorizations are in writing and are governed by corporate policies. You should
      not make a Company commitment unless you have the authority to do
      so.





**Bribes
      and Other Illegal Corporate Payments**





The
      use
      of Company funds for payments to any individual, company or organization for
      the
      purpose of obtaining favorable treatment in securing business or other special
      considerations is prohibited. This policy does not prohibit normal and customary
      business expenses such as reasonable entertainment, trade organization dues
      or
      similar expenses that are allowed by applicable Company policies, which must
      be
      properly reported on an appropriate expense report form.





**Relations
      with Government Employees**





The
      U.S.
      government has various regulations prohibiting government personnel from
      accepting entertainment, gifts, gratuities or other business courtesies that
      may
      be acceptable in the private commercial sector. All Company employees who may
      have to make these sorts of judgments must understand and comply with the letter
      and intent of such regulations.





**Integrity
      of Records and Reports**





The
      Company’s accounting records are relied upon to produce reports to the Company’s
      management, shareholders, government agencies and others. All Company accounting
      records and reports produced from those records shall be kept and presented
      in a
      timely fashion and in accordance with the laws of each applicable jurisdiction.
      Such records and reports must accurately and fairly reflect in reasonable detail
      the Company’s assets, liabilities, revenues and expenses.





Responsibility
      for accurate and complete financial records does not rest solely with the
      Company’s accounting employees. All employees involved in approving
      transactions, supplying supporting information for transactions and determining
      account classifications have responsibility for complying with our
      policies.




3





**Reports
      to Management**





The
      same
      high standards required in the Company’s external reporting apply to financial
      reports to management. Accruals and estimates included in internal reports
      (such
      as business plans, budgets and forecasts) shall be supported by appropriate
      documentation and based on good-faith judgment.


**Payments
        and Disbursements**
 
 All
        payments made by or on behalf of the Company must be documented in the
        accounting records with appropriate approval(s) and an adequate description
        of
        the business purpose of the disbursement.


**Cash
      Deposits and Bank Accounts**





All
      cash
      received by the Company shall be promptly recorded in the accounting records
      and
      deposited in a bank account properly authorized by the Company. All bank
      accounts and other cash accounts shall be clearly and accurately recorded in
      the
      accounting records. No unrecorded accounts, funds or assets shall be established
      for any purpose.





**Cooperation
      with Inquiries**





Employees
      shall provide complete and accurate information in response to inquiries from
      the Company’s independent auditors, as well as the Company’s legal
      counsel.





**P** **OLITICAL** **C** **ONTRIBUTIONS
        AND** **** **A** **CTIVITIES**





No
      Company funds or assets, including the work time of any employee, may be
      contributed, loaned or made available, directly or indirectly, to any political
      party or to the campaign of any candidate for a local, state or federal
      office.





**C** **ONFLICTS
        OF** **I** **NTEREST**





You
      must
      carry out your professional responsibilities with integrity and with a sense
      of
      loyalty to the Company. You must avoid any situation that involves a possible
      conflict or an appearance of a conflict of interest between your personal
      interests and the interests of the Company. Knowingly acting in a manner that
      presents a conflict between your personal interests and the best interests
      of
      the Company is a violation of this Code.




A
      conflict of interest cannot be defined precisely, only illustrated. The basic
      factor that exists in all conflict situations is a division of loyalty between
      the Company’s best interests and the personal interest of the individual. Many,
      but not all, conflict situations arise from personal loyalties or personal
      financial dealings. It is impossible to list every circumstance giving rise
      to a
      possible conflict of interest, but the following illustrates the types of
      situations that may cause conflicts.




**Family
      Members**





A
      conflict of interest may exist when the Company does business with or competes
      with an organization in which a family member has an ownership or employment
      interest. “Family members” include a spouse, parents, children, siblings and
      in-laws. You may not conduct business on behalf of the Company with family
      members or an organization with which you or a family member is associated
      unless you receive prior written approval under this Code.





**Ownership
      in Other Businesses**





You
      cannot own, directly or indirectly, a significant financial interest in any
      business entity that does business with or is in competition with the Company
      unless you receive prior written approval under this Code. As a guide, “a
      significant financial interest” is defined as ownership by an employee and/or
      family members of more than 1% of the outstanding securities/capital value
      of a
      corporation or that represents more than 5% of the total assets of the employee
      and/or family members.




4





**Outside
      Employment**





Employees
      must keep outside business activities, such as a second job or self-employment,
      completely separate from the employee’s activities with the Company. Employees
      may not use Company assets, facilities, materials or services of other employees
      for outside activities unless specifically authorized by the Company, such
      as
      for certain volunteer work.





**Disclosure
      Required -** ***When
      in Doubt, Ask!***





You
      should avoid any actual or apparent conflict of interest. Conflicts can arise
      unexpectedly and prompt disclosure is *critically
      important.* Employees
      must disclose existing or emerging conflicts of interest (including personal
      relationships that could reasonably be considered to create conflicts) to their
      manager and follow the guidance provided. Executive officers and directors
      must
      disclose existing or emerging conflicts of interest to the Company’s legal
      counsel.


**A** **CCEPTING** **G** **IFTS
        AND** **G** **RATUITIES**





**Accepting
      Things of Value**





Except
      as
      provided below, you may not solicit or accept for yourself or for a third party
      anything of value from anyone in return for any business, service or
      confidential information of the Company. Things of value include gifts, meals,
      favors, services and entertainment. The purpose of this policy is to ensure
      that
      the Company’s business is safeguarded from undue influence of bribery and
      personal favors.





The
      solicitation of and acceptance of things of value is generally prohibited by
      the
      Bank Bribery Act. Violations may be punished by fines and imprisonment.





**Permitted
      Transactions**





The
      following transactions are permitted and will be considered as exceptions to
      the
      general prohibition against accepting things of value:


**·**
            Acceptance
                of gifts, gratuities, amenities or favors based on family or personal
                relationships when the circumstances make clear that it is those
                relationships, rather than the business of the Company, that are
                the
                motivating factors;





**·**
            Acceptance
                of meals, refreshments, travel arrangements, accommodations or
                entertainment, all of a reasonable value, in the course of a meeting
                or
                other occasion, the purpose of which is to hold bona fide business
                discussions or to foster better business relations, provided that
                the
                expense would be paid for by the Company as a reasonable business
                expense
                if not paid for by another party;





**·**
            Acceptance
                of advertising or promotional material of reasonable value, such
                as pens,
                pencils, note pads, key chains, calendars and similar
                items;





**·**
            Acceptance
                of discounts or rebates on merchandise or services that do not exceed
                those available to other customers;





**·**
            Acceptance
                of gifts of reasonable value related to commonly recognized events
                or
                occasions, such as a promotion, new job, wedding, retirement, birthday
                or
                holiday; or






5





**·**
            Acceptance
                of civic, charitable, education or religious organizational awards
                for
                recognition of service and
                accomplishment.




**Other
      Transactions**





If
      you
      are offered or receive something of value beyond what is permitted in this
      Code,
      you must obtain prior approval before you may accept or keep it. Transactions
      other than those described above may be approved so long as approval is
      consistent with the Bank Bribery Act. If you are at all uncertain as to whether
      you may accept something of value, do not hesitate to ask.





**C** **ORPORATE** **O** **PPORTUNITIES**





Directors
      and officers of the Company stand in a fiduciary relationship to the Company.
      It
      is a breach of this duty for any such person to take advantage of a business
      opportunity for his or her own personal profit or benefit when the opportunity
      is within the corporate powers of the Company and when the opportunity is of
      present or potential practical advantage to the Company, unless the Board of
      Directors knowingly elects not to avail itself of such opportunity and the
      director’s or officer’s participation is approved in advance by the Board. It is
      the policy of the Company that no director or executive officer appropriate
      a
      corporate opportunity without the consent of the Board of
      Directors.





**E** **QUAL** **E** **MPLOYMENT** **O** **PPORTUNITY,** **H** **ARASSMENT
        AND** **S** **EXUAL** **H** **ARASSMENT**





**Equal
      Employment Opportunity**





It
      is the
      policy of the Company to provide equal employment opportunity in full compliance
      with all federal, state and local equal employment opportunity laws and
      regulations.





**Harassment
      Prohibited**


The
      Company is committed to providing a work environment where all employees work
      free from harassment because of race, color, religion, age, gender, sexual
      orientation, national origin, disability or any characteristic protected by
      applicable law. The Company will not tolerate harassment by employees,
      supervisors, customers or others.





Our
      policy is essentially based on common sense: all employees should treat each
      other with respect and courtesy. Harassment in any form - including verbal
      and
      physical conduct, visual displays, threats, demands and retaliation - is
      prohibited.





**What
      Constitutes Sexual Harassment**





The
      Equal
      Employment Opportunity Commission has guidelines that define sexual harassment
      as unwelcome sexual advances, requests for sexual favors and other verbal or
      physical conduct of a sexual nature when:





**·**
            Submission
                to such conduct is made either explicitly or implicitly a term or
                condition of an individual’s employment, or used as the basis for
                employment decisions affecting such individual;
                or





**·**
            Such
                conduct creates an intimidating, hostile or offensive working
                environment.





Sexual
      harassment can involve either a tangible employment action or a hostile work
      environment. Sexual harassment includes more than overt physical or verbal
      intimidation. Lewd or vulgar remarks, suggestive comments, posters, pictures
      and
      calendars, pressure for dates and sexual favors, and unacceptable physical
      contact are examples of what can constitute harassment.




6





It
      is
      important to realize that what may not be offensive to you *may* be
      offensive to others. You should consider carefully the effect of your words
      and
      actions on others, and should not assume that another employee’s failure to
      object means that the employee welcomes the behavior at issue.





As
      a
      general matter, the Company does not seek to regulate the private social
      behavior of employees. However, intimate relationships between supervisors
      and
      employees whom they directly supervise are discouraged. Because of the
      undesirable workplace repercussions that they may have, any such ongoing
      relationship should be disclosed to the supervisor’s department head. All
      employees should understand that no one at the Company has the authority to
      offer job benefits or threaten job disadvantages based on the provision of
      sexual favors.





Sexual
      harassment also can occur among co-workers or result from behavior by
      contractors or other non-employees who have reason to interact with Company
      employees. Our policy extends to these circumstances as well.





**Obligation
      to Report**





Any
      employee who has reason to believe that he/she is being harassed must promptly
      report the harassment. The official procedure for reporting violations or
      suspected violations of this policy is detailed in the Company’s employee
      handbook. Do not allow an inappropriate situation to continue by not reporting
      it, regardless of who is creating the situation.





**Investigations**





The
      Company will promptly investigate allegations of harassment and, to the extent
      possible, conduct such investigations confidentially. Any employee who is found
      to have violated this policy is subject to discipline or discharge.





**No
      Retaliation**





The
      Company will not tolerate retaliation in any form against an employee who has,
      in good faith, reported an incident of harassment, and employees should not
      fear
      that such a report will endanger his/her job.





**I** **LLEGAL
        AND** **I** **MPAIRING** **S** **UBSTANCES**





You
      may
      not possess, use, sell, distribute or be under the influence of illegal drugs
      while on Company property or while conducting Company business anywhere. Such
      behavior is a violation of Company policy in addition to being a violation
      of
      the law.





When
      reporting for work and throughout the work day, you must be fit for duty at
      all
      times and, in particular, not pose a safety hazard to yourself or others through
      your use of alcohol or other legal, but impairing, substances.





7


**W** **ORKPLACE** **V** **IOLENCE**





The
      Company expressly prohibits any acts of violence or threats of violence by
      any
      Company employee against any other person in or about Company facilities or
      in
      connection with the conduct of Company business elsewhere at any
      time.





You
      are
      prohibited from possessing firearms while on Company property or while
      conducting Company business anywhere at any time unless authorized by the
      Company.





**M** **ARKETING** **P** **RACTICES
        AND** **A** **NTITRUST**





**Marketing
      Practices**





The
      Company’s products and services must be sold fairly and honestly. You should not
      attempt to take advantage of anyone through manipulation, concealment, abuse
      of
      privileged information, misrepresentation of material facts, or any other unfair
      practice. Many of the products and services provided by the Company are subject
      to laws and regulations that specify the information that must be provided
      to
      the Company’s customers. It is the policy of the Company to comply fully with
      these disclosure requirements.





**Antitrust**





The
      antitrust laws are intended to foster free and open competition and it is
      important that the Company comply with the letter and the spirit of such laws.
      Agreements that reduce business competition are a core concern of the antitrust
      laws and violations may result in severe civil and criminal penalties to the
      Company and to individuals. Antitrust laws pertain to dealings with customers
      and suppliers, as well as competitors.





In
      some
      cases, depending on the circumstances, the antitrust laws prohibit discussions
      among competitors about competitively sensitive subjects. The most serious
      antitrust violations are agreements among competitors that directly restrict
      competition among them.





These
      include agreements:




**·**
            To
                raise, lower or stabilize prices;





**·**
            To
                divide the areas in which they will do business or the customers
                they will
                serve; or





**·**
            To
                refuse to deal with certain customers or
                suppliers.





Conduct
      intended to drive a competitor out of business may also violate antitrust laws.
      It is the policy of the Company to comply fully with all applicable antitrust
      laws.





Antitrust
      is a complex area of the law and violations have serious consequences for the
      Company and for individuals personally. The Company’s legal counsel should be
      consulted with any questions.





**C** **OMPUTER** **N** **ETWORKS,** **V** **OICE** **M** **AIL,** **E** **-MAIL
        AND THE** **I** **NTERNET**





Many
      Company employees depend on access to computer networks, voice mail, e-mail
      and/or the Internet to do their jobs. These tools come with risks and
      responsibilities that all employees must understand and accept.





You
      must
      use these resources only for the business activities of the Company (except
      as
      described under “Authorized Uses” on page 8) and:





**·**
            Properly
                identify yourself in electronic
                communication;





**·**
            Use
                only your own password and user ID to gain access to systems or
                data;






8





**·**
            Accept
                full personal responsibility for the activities undertaken with your
                password and user ID;





**·**
            Delete
                e-mail, voice mail and other electronic files in accordance with
                applicable record retention policies;
                and





**·**
            Comply
                with the computer security policies of the Company and conduct yourself
                in
                a manner that protects the Company from damage, theft, waste and
                violations of the law, including:








9






-
            Protecting
                against exposure to potentially destructive elements, intentional
                (viruses, sabotage, etc.) or unintentional (bugs);
                and


-
            Protecting
                against unauthorized access to Company information or resources
                (hacking).





**Company
      Property and Privacy**





Computer
      networks and electronic communications systems, and all messages and log files
      generated on or handled by them (including back-up copies), are considered
      to be
      the property of the Company.





There
      should be no expectation of privacy in these electronic interactions. The
      Company may monitor the content of your electronic communications or monitor
      the
      content of server log files to review what Web sites or other Internet locations
      you have visited and what files you may have sent or received. Computer
      networks, e-mail systems, voice mail systems and server logs are monitored
      regularly to support routine and non-routine activities such as operations,
      maintenance, auditing, security and investigations. You should also keep in
      mind
      that, as a matter of law, the Company may be called upon to turn over this
      information to law enforcement and private litigants.





You
      may
      not intercept or disclose, or assist in intercepting or disclosing, electronic
      communications or Internet activity except as specifically provided above and
      only then with appropriate authorization.





**Authorized
      Uses**





Company
      computer networks, e-mail and voice mail systems and Internet access generally
      must be used only for Company business activities. Incidental personal use
      is
      permitted if it:





**·**
            Doesn’t
                preempt or interfere with any Company business activity or with employee
                productivity; and





**·**
            Consumes
                only a trivial amount of Company
                resources.





Incidental
      personal use is subject to the same policies as business use.




**Prohibited
      Uses**





Under
      no
      circumstances should Company computer networks, e-mail and voice mail systems
      or
      Internet access be used:





**·**
            For
                any illegal activity;





**·**
            To
                communicate offensive sexual, racial or other remarks, jokes, slurs
                and
                obscenities;





**·**
            For
                private business, commercial or solicitation
                activities;





**·**
            For
                chain-letter communications of any
                kind;





**·**
            For
                charitable endeavors that are not Company-sponsored or authorized,
                including any fundraising;





**·**
            For
                gambling; or





**·**
            For
                pornography.





Additional
      uses may be prohibited or limited by other provisions of this Code or by other
      Company policies.





**C** **ONFIDENTIAL** **I** **NFORMATION**





Many
      employees learn confidential Company information in the course of their jobs
      and
      use it to perform important functions. It is vitally important that all
      employees handle confidential information properly.




10





There
      are
      two major concerns:





**·**
            Preventing
                the release of unauthorized or inappropriate information that might
                adversely affect the Company’s business;
                and





**·**
            Avoiding
                violations of the law, particularly the securities laws relating
                to
                disclosure of material financial information before the information
                is
                made public.





**What
      is Confidential Information?**





What
      follows is not a complete list of what is considered to be confidential
      information, but it illustrates what is typically confidential unless it has
      been disclosed by the Company in a securities filing, press release or other
      authorized formal or official public communication:





**·**
            Financial
                results, budgets or forecasts;


**·**
            Business
                plans, operating plans, strategy statements, memos, operating manuals,
                organization charts and other internal
                communications;





**·**
            Company
                investments, acquisitions or
                divestitures;





**·**
            New
                products, processes or designs;





**·**
            Whether
                a product or business is meeting financial or other
                expectations;





**·**
            Business
                relationships or the terms of any business arrangement, including
                prices
                paid or received by the Company;





**·**
            Customer
                data such as customer names and addresses or any confidential personal
                or
                business information of the
                customer;





**·**
            Advertising
                and marketing plans and campaigns;





**·**
            Wages
                and salaries, bonus or compensation plans, notices to employees or
                unannounced personnel changes; and





**·**
            Personal
                information about any employee.





In
      general, if information about the Company has not been made public by the
      Company, it should be treated as confidential.





**Non-Disclosure
      and Non-Use**





You
      may
      not disclose to unauthorized persons or use for your own personal advantage
      or
      profit, or the advantage or profit of another, any confidential information
      that
      you obtain as a result of your position with the Company. This includes not
      only
      financial analysts and the press, but also business associates, family members
      and personal friends. It is a serious mistake to disclose such information
      to
      anyone simply because you are confident that person will neither try to benefit
      from it nor disclose it to others.





Your
      obligations not to disclose the Company’s confidential information and not to
      use it for unauthorized purposes continue after your affiliation with the
      Company ends.





**Privacy
      of Customer Information**





The
      Company is entrusted with important information about individuals and
      businesses. It is essential that you respect the confidential nature of this
      information. The Company is legally obliged to protect the privacy of a
      consumer’s personal financial information. The Company’s privacy practices are
      set out in a privacy policy that is circulated to our customers and made
      available to the public. All employees are expected to adhere to the Company’s
      privacy policy.




11





**Public
      Disclosures**





You
      may
      be asked for information about the Company by the media, trade groups,
      consultants and others collecting information for various purposes. You should
      not make public statements on behalf of the Company or provide confidential
      information in response to external inquiries unless you have been authorized
      to
      do so.





**Proper
      Disclosures**





Some
      employees must disclose confidential Company information as a part of their
      job
      responsibilities. This policy on confidential information is not intended to
      prohibit such authorized disclosures.





A
      few
      examples of situations in which confidential information might properly be
      disclosed are:





**·**
            Disclosure
                of operational data to vendors or consultants in connection with
                providing
                services to the Company;





**·**
            Participation
                in legitimate and authorized industry
                surveys;





**·**
            Providing
                data to governmental agencies as part of required filings;
                or





**·**
            An
                authorized employee responding to media or financial analyst
                inquiries.





You
      should be certain that you understand what you have been authorized to disclose,
      and to whom, prior to disclosing any confidential information.





**“Inside”
      Information and Insider Trading**


You
      must
      not trade in the Company’s stock when you have material information about the
      Company that is not yet public. Material information is information that would
      reasonably be expected to either (1) affect the price of securities issued
      by
      the Company or (2) be important to an investor in deciding whether to buy,
      sell
      or hold securities issued by the Company. Furthermore, you must not communicate
      material non-public information to persons outside the Company so that they
      may
      profit from transactions in the Company’s securities.





**Engaging
      in insider trading, or providing confidential information that is used in
      insider trading, is illegal and can result in substantial fines and criminal
      penalties.**





The
      Company maintains a policy on insider trading that provides more complete
      guidance on this subject, including rules on trading in Company securities
      by
      executive officers, directors and employees who have access to certain financial
      information.





You
      should call the Chief Financial Officer with any questions about buying or
      selling of Company stock.




12




**E** **XAMINATIONS,** **G** **OVERNMENT** **I** **NVESTI-GATIONS
        AND** **L** **ITIGATION**


**Regulatory
      Examinations**





The
      Company and its subsidiary are subject to examination by federal banking
      regulators. It is Company policy to cooperate fully with the Company’s
      regulators.





**Government
      Investigations**





It
      is
      Company policy to cooperate with reasonable and valid requests by federal,
      state
      or local government investigators. At the same time, the Company is entitled
      to
      all the safeguards provided in the law for persons under investigation,
      including representation by counsel.





Accordingly,
      if a government investigator requests an interview with you, seeks information
      or access to files, or poses written questions, he/she should be told that
      you
      must first consult with the Company’s legal counsel. You should immediately
      contact the Chief Executive Officer, who will then provide advice as to further
      action.





**Penalties**





You
      should be aware that criminal sanctions could be imposed upon any person who
      submits false or misleading information to the government in connection with
      any
      regulatory examination or government investigation. Full cooperation and proper
      legal supervision of any response in connection with a regulatory examination
      or
      government investigation is essential from both corporate and individual
      viewpoints.





**Litigation**





In
      the
      event any litigation is begun or threatened against the Company, notify the
      Chief Executive Officer immediately, even if the action or threats appear to
      be
      without merit or insignificant.





**Preservation
      of Records**





All
      records relating to the business of the Company shall be retained as required
      by
      the Company’s record retention guidelines. Notwithstanding such guidelines,
      under no circumstances shall any records known to be the subject of or germane
      to any anticipated, threatened or pending lawsuit, governmental or regulatory
      investigation, or bankruptcy proceeding be removed, concealed or
      destroyed.





**D** **ETAILED** **P** **OLICIES
        AND** **P** **ROCEDURES**





This
      Code
      does not contain all of the policies of the Company or all of the details of
      the
      policies that are included. The Company has written policies and procedures
      that
      provide more information on some of the topics in this Code of Ethics and
      Business Conduct.





Talk
      to
      your supervisor about the Company’s policies and procedures that you are
      responsible for following in your job and make sure that you have reviewed
      and
      understand them.





**A** **DMINISTRATION
        OF THE** **C** **ODE
        OF** **E** **THICS
        AND** **B** **USINESS** **C** **ONDUCT**





**Every
      Employee Has an Obligation to:**


**·**
            ***Comply***with this Code of Ethics and Business Conduct, which prohibits violation
                of local, state, federal or foreign laws and regulations applicable
                to our
                businesses, and requires compliance with all Company
                policies;





**·**
            ***Be
                familiar***with laws and Company policies applicable to his/her job and communicate
                them effectively to subordinates;






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**·**
            ***Ask
                questions***if
                a policy or the action to take in a specific situation is
                unclear;





**·**
            ***Be
                alert***to
                indications and/or evidence of possible wrongdoing;
                and





**·**
            ***Report***violations and suspected violations of this Code of Ethics and Business
                Conduct to the appropriate person as described in “How to Report a
                Violation” below and elsewhere in this
                Code.





The
      Company’s managers have a particular responsibility to notice and question
      incidents, circumstances and behaviors that point to a reasonable possibility
      that a violation of this Code has occurred. A manager’s failure to follow up on
      reasonable questions is, in itself, a violation of Company policy.





**How
      to Ask a Question**





Whenever
      possible, an employee should work with his or her immediate supervisor to get
      answers to routine questions.





If
      a
      supervisor’s answer does not resolve a question or if an employee has a question
      that he or she cannot comfortably address to his or her supervisor, he or she
      should go to the Chief Executive Officer.





Executive
      officers and directors may bring any questions to the Chairman of the Board
      or
      the Chairman of the Audit Committee.





**How
      to Report a Violation**





Any
      employee having information about a violation (or suspected violation) of this
      Code should report the violation in writing to the Chief Executive Officer.





If
      the
      violation involves the Chief Executive Officer, then the employee should report
      the violation in writing to the Chairman of the Audit Committee.





Concerns
      regarding questionable accounting or auditing matters should be handled under
      the procedures for confidential, anonymous submissions established by the Audit
      Committee.





**Follow-up
      to the Report of a Violation**





The
      Chief
      Executive Officer may arrange a meeting with the employee to allow the employee
      to present a complete description of the situation. The Chief Executive Officer
      will take the matter under consideration, including undertaking any necessary
      investigation or evaluation of the facts related to the situation and, after
      consultation with the Chief Financial Officer, shall render a written decision,
      response or explanation as expeditiously as possible. Individuals who are
      alleged to be involved in a violation will not participate in its
      investigation.





**Determining
      Whether a Violation Has Occurred**





If
      the
      alleged violation of this Code concerns an executive officer or director, the
      determination of whether a violation has occurred shall be made by the Audit
      Committee of the Board of Directors, in consultation with such external legal
      counsel as the Audit Committee deems appropriate.





If
      the
      alleged violation concerns any other employee, the determination of whether
      a
      violation has occurred shall be made by the Chief Executive Officer, in
      consultation with the Company’s legal counsel.





In
      determining whether a violation of this Code has occurred, the committee or
      person making such determination may take into account to what extent the
      violation was intentional, the materiality of the violation from the perspective
      of either the detriment to the Company or the benefit to the director, executive
      officer or employee, the policy behind the provision violated and such other
      facts and circumstances as they shall deem advisable.




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Acts
      or
      omissions determined to be violations of this Code by other than the Audit
      Committee under the process set forth above shall be promptly reported by the
      Chief Executive Officer to the Audit Committee and by the Audit Committee to
      the
      Board.


**Confidentiality**





Reports
      of suspected violations will be kept confidential to the extent possible and
      consistent with the conduct of an appropriate investigation.





**No
      Retaliation**





Retaliation
      in any form against an employee who has, in good faith, reported a violation
      of
      this Code will not be tolerated.





**Consequences
      of a Violation**





Employees
      who violate this Code, or who fail to report violations of which they are aware
      or should be aware, will subject themselves to disciplinary action up to and
      including dismissal. Some violations may also result in civil liability and/or
      lead to criminal prosecution.





**Prior
      Approvals**





Whenever
      the requirement for prior approval appears in this Code, it means that a writing
      setting forth the pertinent facts of the situation under consideration shall
      be
      submitted according to the following process.





If
      a
      request for prior approval relates to an executive officer or director, the
      determination with respect to the approval shall be made by the Audit Committee
      of the Board of Directors, in consultation with such external legal counsel
      as
      the Audit Committee deems appropriate.





If
      a
      request for prior approval relates to any other employee, the determination
      shall be made by the Chief Executive Officer, in consultation with the Company’s
      legal counsel, unless the matter is quantitatively or qualitatively material
      or
      outside the ordinary course of business, in which case such determination shall
      be made by the Audit Committee.





All
      approvals (other than those approved by the Audit Committee) shall be promptly
      reported to the Audit Committee.





**Waivers**





You
      must
      request a waiver of a provision of this Code if there is a reasonable likelihood
      that your contemplated action will violate the Code.





If
      a
      waiver request relates to an executive officer or director, the determination
      with respect to the waiver shall be made by the Audit Committee of the Board
      of
      Directors, in consultation with such external legal counsel as the Audit
      Committee deems appropriate. Any waivers granted by such committee shall be
      submitted to the Board for ratification.





If
      a
      waiver request relates to any other employee, the determination shall be made
      by
      the Chief Executive Officer, in consultation with the Company’s legal counsel,
      unless the matter is quantitatively or qualitatively material or outside the
      ordinary course of business, in which case such determination shall be made
      by
      the Audit Committee.





All
      waivers of this Code (other than those approved by the Audit Committee) shall
      be
      promptly reported to the Audit Committee.





Waivers
      will not be granted except under extraordinary or special
      circumstances.




15





Any
      waivers of this Code for any executive officer or director of the Company must
      promptly be disclosed to stockholders.





**Updates
      and Changes**





This
      Code
      will be reissued from time to time to remind employees, officers and directors
      of its specifics and to make changes and clarifications based on experience
      and
      suggestions.





**C** **ONTACTS**





Brent
      M.
      Giles


President
      and Chief Executive Officer


(816)
      792-6610





Marc
      J.
      Weishaar


Senior
      Vice President and Chief Financial Officer


(816)
      792-6611




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