**Exhibit 14.1**

 

***SANTA LUCIA BANCORP***

 

***CODE OF BUSINESS CONDUCT AND ETHICS***

 

DATE LASTREVIEWED:   October 15, 2008

DATE ADOPTED BYBOARD:  July 12, 2006

 

# **Introduction**

# ** **

This Code of Business Conduct and Ethics (referred to hereinafter asthe “Code”) sets forth the Holding Company policies with respect to the way weconduct ourselves individually and operate our business.  The provisions of this Code are designed topromote honest and ethical behavior among our officers and directors.

 

In the course ofperforming our various roles in the Holding Company, each of us will encounterethical questions in different forms and under a variety of circumstances.  Moments of ethical uncertainty may arise inour dealings with fellow officers of the Holding Company, other parties such asgovernment entities or members of our community.  In achieving the high ground of ethicalbehavior, compliance with governmental laws is not enough.  Our officers should never be content withsimply obeying the letter of the law, but must also strive to comportthemselves in an honest and ethical manner. This Code provides clear rules to assist our officers and directorsin taking the proper actions when faced with an ethical dilemma

 

The reputation of theHolding Company is our greatest asset and its value relies on the character ofits officers and directors.  In order toprotect this asset, the Holding Company will not tolerate unethical behavior byofficers or directors.  Those who violatethe standards in this Code will be subject to disciplinary action.  If you are concerned about taking an actionthat may violate the Code or are aware of a violation by another officer ordirector, follow the guidelines set forth in the sections below entitled “ComplianceGuidelines and Resources” and “Reporting Procedures”.

 

This Code applies equallyto all officers and directors of the Holding Company.  All references to officers contained in thisCode should be understood as referring to directors as well.

 

## **Compliancewith laws, Rules and Regulations**

## ** **

Santa Lucia Bancorppolicy requires that the Holding Company, as well as all officers anddirectors, comply fully with both the spirit and the letter of all laws, rules andregulations.  Whenever an applicable law,rule or regulation is unclear or seems to conflict with either another lawor any provision of this Code, all officers and directors are urged to seekclarification from their supervisor or the appropriate compliance official asdiscussed below under “Compliance Guidelines and Resources”.  Beyond mere compliance with the law, weshould always conduct our business with the highest standards of honesty andintegrity — wherever we operate.  In thefinal analysis, we should operate our business in such a way that we would beproud to have all the facts disclosed.

 

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## **Conflictsof Interest**

## ** **

Every officer has aprimary business responsibility to the Holding Company and must avoid conflictsof interest.  A conflict of interestarises when an officer takes actions or enters into relationships that opposethe interests of the Holding Company, harm the Holding Company’s reputation orinterfere with the officer’s performance or independent judgment when carryingout any actions on behalf of the Holding Company.  The Holding Company strictly prohibits itsofficers from taking any action or entering into any relationship that creates,or even appears to create, a conflict of interest.  For purposes of determining whether aconflict exists, the actions of an officer’s immediate family members aretreated as those of the officer and are therefore subject to the sameconsiderations.

 

In order to avoid apotential conflict of interest, an officer may not receive any payments,compensation, or gifts (other than gifts of nominal value), from any entitythat does business or seeks to do business with the Holding Company.  Officers must be sensitive to other potentialconflicts of interest that may arise and use their best efforts to avoid theconflict.

 

Any officer or directorwho is aware of a transaction or relationship that could reasonably be expectedto give rise to a conflict of interest in violation of this section must informthe appropriate personnel in accordance with the procedures set forth belowunder “Reporting Procedures” in this Code. If an officer has any questions regarding the Holding Company’s policyon conflicts of interest or needs assistance in avoiding a potential conflictof interest, he or she is urged to seek the advice of the President and CEO or theEthics Officer of the Bank.

 

## **CorporateOpportunities**

## ** **

Officers and directorsare prohibited from taking for themselves personally opportunities that arediscovered through the use of Holding Company property, Holding Companyinformation or their position in the Holding Company.  Furthermore, Officers may not use HoldingCompany property, information or influence or their position in the HoldingCompany for improper personal gain. Finally, officers have a duty to advance the Holding Company’slegitimate interests when the opportunity to do so arises.  Consequently, officers are not permitted tocompete with the Holding Company.

 

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## **InsiderTrading**

## ** **

Officers and directorswill frequently become aware of confidential non-public information concerningthe Holding Company (and the parties with which the Holding Company doesbusiness).  The Holding Company prohibitsofficers from using such confidential information for personal financial gain,such as for purposes of stock trading, or for any other purpose other than theconduct of our business.  Officer mustmaintain the confidentiality of such information and may not make disclosuresto third parties, including members of the officers family.  All non-public information about the HoldingCompany should be treated as confidential information.  To use non-public information for personalfinancial benefit or to “tip” others who may make stock trades on the basis ofthis information is not only unethical but also illegal.  In addition to possible legal sanctions, anyofficer or director found to be in violation of the Holding Company’s insidertrading policy will face decisive disciplinary action.

 

## **Confidentiality**

## ** **

Officers must maintainthe confidentiality of confidential information entrusted to them by theHolding Company or its suppliers, except when disclosure is authorized by theHolding Company or required by law. Confidential information includes proprietary information of the HoldingCompany, as well as all non-public information that might be of use tocompetitors, or harmful to the Holding Company if disclosed.

 

## **Protectionand Proper Use of Holding Company Assets**

## ** **

All Holding Companyassets should be used for legitimate business purposes and all officers anddirectors must make all reasonable efforts to protect the Holding Company’sassets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the HoldingCompany’s profitability and must therefore be avoided.  The suspected occurrence of fraud or theftshould be immediately reported to the appropriate person in accordance with theprocedures set forth below under “Reporting Procedures” in this Code.

 

## **FairDealing**

## ** **

We seek to maintain areputation for fair dealing among our competitors and the public alike.  In light of this aim, the Holding Companyprohibits officers from engaging in any unethical or illegal businesspractices. The Holding Company relies on the judgment of each individual officerto avoid such practices.  No officershould take unfair advantage of anyone through manipulation, concealment, abuseof privileged information, misrepresentation of material facts, or any otherunfair business practice.

 

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## **Booksand Records and Accounting Controls**

## ** **

The Holding Company takespride in the open honesty of its accounting system and relies on thecooperation of all officers who are involved in keeping financial records ofany type in maintaining the integrity of the system.  Holding Company policy requires that allbooks and records be maintained accurately and that no fund, asset, liability,revenue or expense be concealed or incompletely recorded for any purpose.  Furthermore, all entries must be supported bydocumentation adequate to permit the books and records to be verified by audit.

 

The Audit Committee hasthe responsibility to review the Holding Company’s policies and practices withrespect to financial reporting.  Byconducting this review, the Audit Committee helps the Holding Company identifydeficiencies in its practices so that they can be promptly corrected.  Auditors shall have unrestricted access toall Holding Company documents and records. All officers are required to cooperate fully with the independentauditors.  In no case may an officer makea false or misleading statement to any internal auditor, withhold records, orotherwise interfere with an audit.

 

## **Full,Fair, Accurate, Timely, and Understandable Reporting**

## ** **

In addition to the pridethe Holding Company takes in its accounting system, it is the Holding Company’spolicy to promote full, fair, accurate, timely and understandable reporting anddisclosure in all documents the Holding Company is required to file withgovernmental entities or that the Holding Company provides to the generalpublic.  Accordingly, the Holding Companyplaces ultimate responsibility for carrying this policy into effect upon theChief Executive Officer, and Chief Financial Officer.

 

## **Waivers**

## ** **

The Holding Companyexpects all officers and directors to comply with the provisions of thisCode.  Any waiver of this Code forofficers or directors may be made only by the Board of Directors or a Boardcommittee and will be promptly disclosed to the public as required by law.  When necessary, a waiver will be accompaniedby appropriate controls designed to protect the Holding Company.

 

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### **Reporting Procedures**

### ** **

All officers have a duty to report any violations ofthis Code, as well as violations of any laws, rules, or regulations.  The Holding Company does not permitretaliation of any kind against officers for good faith reports of ethicalviolations.

 

#### **Disciplinary Action**

#### ** **

The Holding Company hasimplemented the following disciplinary policies to ensure that prompt andconsistent actions are taken in response to Code violations:

 

1.               *Range of Penalties.*  All violations of this Code will be treatedseriously and will result in the prompt imposition of penalties which mayinclude (1) an oral or written warning, (2) a reprimand, (3) suspension,(4) termination and/or (5) restitution.

 

2.               *Disciplinary Process.* The penalty for a particular violation will bedecided on a case-by-case basis and will depend on the nature and severity ofthe violation as well as the officers history of non-compliance and cooperationin the disciplinary process.  Significantpenalties will be imposed for violations resulting from intentional or recklessbehavior.  Penalties may also be imposedwhen an officer fails to report a violation due to the officers indifference,deliberate ignorance or reckless conduct

 

#### **AMENDMENT**

#### ** **

This Code and anyprovision contained herein may be amended or repealed by a majority of theBoard of Directors.

 

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