EXHIBIT
14.1






BELVEDERE
SOCAL





CODE
OF PERSONAL AND BUSINESS CONDUCT





FOR
ALL DIRECTORS, OFFICERS, AND EMPLOYEES





(Commonly
Known as “CODE OF ETHICS”)








I.            
General Policy Statement





It is the policy of Belvedere SoCal,
and its subsidiaries, (collectively the “Company”), that the Company’s
directors, officers, and employees (collectively “Covered Persons”) shall
conduct their business in accordance with the highest standards of integrity and
fairness.  Covered Persons shall be responsible for an understanding
of and adherence with the Code of Personal and Business Conduct (the
“Code”).  Annually, Covered Persons shall be asked to confirm their
understanding of the Code, and agreement to comply with the Code by signing a
Personal and Business Conduct Statement (“Statement”).  A copy of the
Statement is included as Exhibit A.





All Covered Persons are required to act
in a responsible and respectable manner and to remain free of influences that
may result in the loss of objectivity regarding business conducted with
customers or with the Company itself.  Each Covered Person must
disclose and avoid any interests or activities involving another organization or
individual that may result in a conflict of interest between the Company and
that organization or individual.  Covered Persons must conduct their
personal affairs and manage business transactions in a manner which does not
result in the adverse comments or criticism from the public or in any way damage
the Company’s reputation.





While
this policy does not intend to interfere with the personal lives of Covered
Persons, it requires those persons to recognize situations where conflicts of
interest may arise and to avoid them when possible.  If these
situations cannot be avoided, they must be reported immediately to a direct
supervisor.  Subsequently, the Covered Person should remove himself or
herself from any compromising situations, whether it involves advising the other
person or entity or approving or voting on extensions of credit.





For the purposes of the Code,
“Immediate Family” shall mean the spouse, child, dependent, or other person
sharing the home of the Covered Person.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 2 of 13


II.           Administration
of the Code





It is the responsibility of Covered
Persons to be familiar with the Company’s Code. Supervising officers are
expected to make every reasonable effort to ensure that Company employees comply
with the provisions of the Code.  Senior management shall administer
the Code, determine matters of interpretation, and coordinate periodic revisions
to the Code.





Employees are encouraged to seek the
advice of their immediate supervisor regarding questions of interpretation and
of the applicability of the provisions of the Code to a particular
situation.  Senior management should be consulted regarding questions
of interpretation and of the applicability of the provisions of the Code to a
particular situation when an immediate supervisor is unsure of how to answer an
employee’s question.





Company
employees who violate the provisions of the Code are subject to disciplinary
action, up to and including termination.








III.           Internal
Reporting of Suspected Violations





Covered Persons are required to
promptly report suspected misconduct or violations of laws, rules, regulations
or the Code to their immediate supervisor, or to another individual shown in
Exhibit ‘B’.  The Company will not permit retaliation against Covered
Persons for reports of breaches of the Code made in good faith.








IV.           Bank
Bribery Act and Acceptance of Gifts





The Bank Bribery Act was enacted in
1985 as a result of bank failures where insiders benefited personally from loans
and other transactions with the banks.  The purpose of the Bank
Bribery Act is to stop self-dealing by bank directors, officers, and
employees.  The Act states that it is a criminal offense for an
officer, director, employee, agent, or attorney of a financial institution, to
corruptly solicit or demand for the benefit of any person, or corruptly accept
or agree to accept, anything of value from any person, intending to be
influenced or rewarded in connection with any business or transaction of such
institution.  Exceptions to this prohibition include accepting
something of value in connection with Company business, or a business luncheon,
or a special occasion gift (see “Acceptance of Gifts” below for specific
guidance on this exception).  Violations of the Bank Bribery Act can
result in penalties of up to three times the value of the item received and/or
prison terms of up to thirty years.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 3 of 13


Acceptance
of Gifts





Financial
institutions are required to establish and enforce policies that provide
guidelines on what an employee, officer or director is allowed to accept from
customers.  Accepting valuable items that serve no demonstrated
business purpose is prohibited.





Covered
Persons and their immediate families shall not solicit, accept or retain a
benefit for themselves or any third party, from any customer of the Company, any
individual or organization doing or seeking to do business with the Company, or
from any other individual or organization based on a Company relationship, other
than normal authorized compensation, which could appear as a reward for, or
influence any business or transaction of the Company.  In this
context, a benefit is regarded as any type of gift, gratuity, favor, service,
loan, legacy (except from a relative), fee or compensation, entertainment or
other benefit to Covered Persons or members of their Immediate
Family.  Covered Persons may not solicit or in any way suggest that a
benefit of any kind is expected from customers, vendors or agents of the
Company.  A benefit includes money, goods, services or use of
facilities.  The general policy of the Company regarding the
acceptance of gifts is as follows:





·
            Cash
      gifts may not be accepted.


·
            A
      benefit of any kind that is valued in excess of $250 shall not be
      accepted.  A benefit is regarded as any type of gift, gratuity,
      favor, service, loan, legacy (except from a relative), fee or
      compensation, entertainment or other benefit to Covered Persons or members
      of their Immediate Family.


·
            Failure
      to report the acceptance of a benefit in excess of $250, including a gift,
      gratuity, favor, service, loan, legacy (except from a relative), fee or
      compensation, entertainment, or other benefit may be considered a
      violation and may result in disciplinary action, up to and including
      termination.








V.           Compliance
with Laws and Regulations





It is the
policy of the Company to fully comply with the spirit and intent of all
applicable laws, rules and regulations including, but not limited to, FDIC rules
and regulations, Federal Reserve Bank regulations, Gramm-Leach-Bliley Act, the
Bank Bribery Act, and full, fair, timely, complete and accurate financial
disclosures.  The Company expects Covered Persons to use good judgment
and high ethical standards and to refrain from any form of illegal, dishonest or
unethical conduct.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 4 of 13


VI.           Safeguarding
Confidential Information





Covered
Persons must maintain the confidentiality of information entrusted to them by
the Company or its customers or suppliers, except when disclosure is authorized
or legally mandated.  Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company or
its customers or suppliers, if disclosed.




Confidential
information is to be used for Company purposes only.  The use of such
information for personal, familial, or other gain is unethical and illegal under
securities rulings and the National Bank Act.  Information regarding
any business conducted cannot be disclosed to outside individuals (unless
authorized by the Company or its customer, etc.) and may not be used for
personal gain.




Use of
confidential information for other than the Company’s business purposes may
result in disclosure of insider information.  Insider information is
defined as information of a material nature to affect the price of stock
involved.  Insider information may not be used to purchase, trade, or
solicit securities until that information is available to the general
public.





Covered
Persons are in a unique position to acquire insider information about the
Company, and such information might influence their decision to buy, sell or
trade securities.  In addition to refraining from using inside
information in making their own investment decisions, Covered Persons should
also avoid discussing the inside information with friends or Immediate Family
members (whether at home or in the public) or mailing or faxing the inside
information to outside sources unless appropriate confidentiality agreements are
in place to ensure that material, non-public information is not used
improperly.








VII.         Ensuring
the Integrity of Records





Covered Persons must maintain records
and accounting information which is reliable, accurate and timely.  It
is the policy of the Company that Covered Persons adhere to the following
guidelines:




·
            All
      assets, liabilities, and transactions shall be accurately recorded in
      accordance with the Company’s record keeping procedures and generally
      accepted accounting principles
(“GAAP”).


·
            No
      false or misleading entries shall be permitted to be knowingly made or
      caused to be made in the Company’s books and
  records.


·
            Any
      entries that are inaccurate, false or irregular shall be reported promptly
      to the Audit Committee Chairman (see Exhibit
B).





The falsification of any books, records
or documents of the Company is grounds for termination.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 5 of 13


VIII.        Providing
Strong Internal Controls Over Assets





Covered
Persons must comply with all internal control procedures established by the
Company for safeguarding assets and proper reporting and disclosure of financial
information.  The Company will take reasonable steps to ensure that
its system of internal controls:





·
            Establishes
      clear lines of authority and
responsibility,


·
            Establishes
      an effective risk assessment of the Company’s
  operation,


·
            Provides
      timely and accurate financial, operational and regulatory
      reports,


·
            Provides
      adequate procedures to safeguard and manage
  assets,


·
            Ensures
      compliance with applicable laws and
regulations.








IX.           Dealings
with Auditors, Examiners, and Legal Counsel





Covered Persons shall cooperate fully
with auditors, examiners, and legal counsel when requested to do
so.  Questions raised by auditors, examiners, and legal counsel must
be responded to honestly and no adverse information in response to a question
may be concealed.








X.           Avoiding
Self Dealings and Conflicts of Interest





Conflicts
of Interest





A
conflict of interest is defined as a Covered Person’s involvement in an outside
interest, which might either conflict with the Covered Person’s duty to the
Company or adversely affect the Covered Person’s judgment in the performance of
his or her responsibilities.





It is the Company’s policy that Covered
Persons do not engage in personal conduct which conflicts with the interests of
the Company.  It is important to avoid even the appearance of a
conflict of interest, since the appearance can be as damaging to the Company’s
reputation as an actual conflict.





Covered
Persons must not take for themselves opportunities that they discover while
working for the Company, or use Company property or information for personal
gain.  Covered Persons must not (a) take personal advantage of a
situation or knowledge acquired through the use of his or her position or the
Company’s property, if the situation or knowledge could be used for the
Company’s benefit, (b) use his or her position or Company property or
information for personal gain, or (c) compete with the
Company.  Covered Persons owe a duty to the Company to advance its
interests whenever the opportunity arises.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 6 of
      13


In
addition, all published information (both for internal and external use),
developed programs, equipment, etc. are the property of the
Company.  Customer information which is collected by Covered Persons
while employed by the Company is the property of the Company.  All
Company property is reserved for use by employees of the Company.  Use
of Company property for any other purpose may constitute copyright infringement
and/or theft.








Outside
Employment





The Company discourages Company
employees from holding outside employment.  In those instances where
it may be justified, prior written approval from Executive Management is
required.  No outside employment or activity will be approved which
might subject the Company to criticism or which will encroach upon regular
working hours, interfere with regular duties, or necessitate such long hours as
to affect the productivity of Company employees.  Failure to obtain
prior written approval for outside employment may result in disciplinary action,
up to and including termination.





The Company encourages individual
participation in civic activities.  If a project related to voluntary
efforts requires a significant amount of business time, Covered Persons who are
Company employees must obtain prior approval from their immediate
supervisor.  When representing the Company, Covered Persons are
reminded to present a professional image, both in personal appearance and in
conduct.





Company employees are not to act,
without prior written approval of management, as executor, administrator,
trustee, guardian or conservator, or in any other fiduciary capacity, whether or
not it is related to the business of the Company, except to act as fiduciary for
a family member.








Political
Contributions





It is the policy of the Company to
strictly comply with all applicable federal and state political campaign
laws.





Under federal law, a bank is prohibited
from making a contribution or expenditure in connection with any federal or
state election to any political office, or in connection with any primary
election or political convention or caucus held to select candidates for
political office.  Other corporations are prohibited from making any
contribution or expenditure in connection with any federal election or
campaign.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 7 of 13


In
accordance with federal law, Covered Persons shall not make any direct or
indirect contribution of funds or other property of the Company in connection
with the election of a candidate to any federal office, or any direct or
indirect contribution of funds or other property of Company relating to issues
such as initiatives or ballot propositions.  For these purposes, use
of the corporate facilities and equipment for political activities is deemed to
be a contribution.





The
Company’s policy regarding corporate political contributions is not intended to
discourage Covered Persons from making personal contributions to candidates or
political parties of their choice.








Personal
Finances





Personal
finances should be managed in a manner consistent with employment in a financial
services organization.  Personal bank accounts of Covered Persons
which are maintained with the Company shall be managed in a responsible manner
and consistent with employment in the Company.





Covered
Persons and their immediate families should borrow only from reputable
organizations, which regularly lend money, and such borrowings must carry the
prevailing rate of interest and not involve favored treatment of any
kind.  Borrowing from relatives is not subject to
restriction.  Covered Persons are not permitted to borrow money from
co-workers or customers of the Company.  Company employees should
discuss any personal financial emergency with their supervisor.





Company
employees shall not sign on customer accounts, as a deputy or co-renter of
customer’s safe deposit boxes, or otherwise represent customers.  This
does not include customers who are the Covered Person’s Immediate Family or
service organizations that have prior approval of Executive
Management.








Personal
Investment Activity





While the
Company does not intend to unreasonably limit Covered Persons in their personal
investment activities, it is the Company’s policy that Covered Persons shall not
enter into investment transactions which would create, or give the appearance of
creating, a conflict of interest between Covered Persons and the Company or
between the Company and any customer.  While it is not possible to
enumerate all of the possible conflicts, the following specific situations
should be avoided when making investment decisions:





·
            Investment
      in securities of a customer or borrower, since it may be construed as
      affecting the judgment exercised on behalf of the Company
      by  Covered Persons


·
            Investment
      of a material financial interest in any outside enterprise that competes
      for business with the Company


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 8 of 13


·
            Investment
      of a material financial interest in any supplier of the
      Company


·
            Investment
      in a company involving the possible use of non-public information
      concerning that company may be found to be a violation of
    law.


·
            Covered
      Persons should not allow a customer to arrange investments for the account
      of Covered Persons or their Immediate Family, nor should Covered Persons
      become involved in investments sponsored by a customer under circumstances
      that might create either a conflict of interest or the appearance of such
      a conflict.


·
            Investment
      activities paralleling or anticipating investment action by the Company
      must be avoided.





If any of
a Covered Person’s investment activities, or planned investment activities,
would violate this Code, or potentially violate this Code, then the Covered
Person must bring such activity to the attention of a supervisor and request a
determination of whether the investment activity is permissible.








Lending
Practices





It is the policy of the Company to
maintain prudent lending services to adequately supply the credit needs of its
customers.  Any rate concessions shall be based solely upon a
borrower’s credit worthiness and overall business relationship with the
Company.





Covered
Persons are not in any way to represent or exercise authority on behalf of the
Company, grant direct or indirect accommodations or make credit recommendation
with respect to members of their families; any individual or organization which
Covered Persons or their Immediate Family are associated or in which a material
financial interest is held.





Federal
law prohibits Covered Persons from granting any loan or gratuity to any public
bank examiner or assistant bank examiner, who examines the Company or has
authority to examine the Company.





Covered
Persons shall fully disclose to the Board or its designee any conflict of
interest presented by any loan or other business transaction arising from any
business or personal relationship with a borrower, and shall abstain from any
involvement with transaction so identified unless specifically approved by the
Company’s Board or its designee.





Loans
made by the Company or its affiliates to its Directors, Executive Officers or
Principal Shareholder (or to any related interest) must comply with the Loan
Policy Manual.  This covers the applicable provisions of Reg O and the
regulations promulgated thereunder, as well as with all applicable state laws
(particularly Sections 3370 et. Seq. of the California Financial
Code.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 9 of 13


Giving
Legal or Tax Advice to Customers





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





Covered Persons are also prohibited
from recommending a lawyer or accountant to customers unless a minimum of three
recommendations are provided to the customer with a clear disclosure that the
recommendations are not prioritized.








Insider
Transactions





All business transactions or
affiliations between the Company and any of its Directors and/or their related
interest shall be entered into only under the following conditions:





·
            The
      terms, conditions and means of compensation shall be reasonably similar to
      other similar business transactions previously entered into by the
      Company, or which may be entered into, with persons who are not Directors
      of the Company or their related
interests.


·
            All
      material business transactions between the Company’s Directors and/or
      their related interests and the Company shall require full disclosure of
      the interested Director’s interest in the transaction to the Board, and
      the prior approval of a majority of the entire Board with the interested
      Director abstaining from participating either directly or indirectly in
      the voting and discussion of the proposed business
      transaction.


·
            The
      minutes of any Board meeting at which a business transaction between the
      Company and a Director or a related interest is approved or denied shall
      include the nature and source of all information used to establish the
      reasonableness and comparable nature of the terms, conditions and means of
      compensation, with copies thereof attached as
  appropriate.


·
            A
      Director shall abstain from the discussion or approval of any loan to a
      Company customer if the loan customer is also a customer or client of said
      Director.


·
            Under
      Section 3354 (b) of the California Financial Code, no state bank can
      purchase any real or personal property or any interest in real or personal
      property, including but not limited to a leasehold, or any contract
      arising from the sale of real or personal property or any note or bond in
      which any subject person of such bank is personally or financially
      interested, directly or indirectly, for the bank’s own account, for the
      bank or as the partner or agent of other, without first obtaining the
      written consent of the California Department of Financial
      Institutions.





Lending
personnel must not disclose confidential information on existing or proposed
loan customers to investment personnel.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 10 of
      13


XI.           Dealing
with Competitors





The
policy of the Company is to require Covered Persons to observe fair and ethical
conduct in dealing with the Company’s competitors.  The making of
disparaging remarks regarding competitors is considered to be inappropriate and
unethical.  The Company’s strategy is to emphasize the quality and
competence of its employees and services.  Employees are prohibited
from involving the Company in arrangements with its competitors, which provide
for the setting or controlling of rates, prices or marketing
policies.








XII           Exclusive
Dealings





Section
106 of the Bank Holding Company Act Amendments outlines five restrictions that
apply to banks when products are separately available.  Two of the
restrictions prohibit traditional tying arrangements; two prohibit
reciprocal-dealing arrangements; and the last prohibits exclusive dealing
arrangements, with certain exceptions.  Traditional banking products
are exempt from these prohibitions.





It is the
policy of the Company that it does not condition the sale of services to a
customer upon the condition that the customer must purchase other services from
the Company or upon the condition that the customer is prohibited from dealing
with other suppliers of such services.  The traditional banking
products exemption allows the Company to tie a product to a traditional bank
product, such as a loan or deposit, offered by the Company.








XIII        
Covered Persons Are Accountable





Every
Covered Person is expected to know the laws and regulations applicable to his or
her conduct, and comply with this Code of Conduct.  Compliance with
this Code of Conduct is a critical element of the Company’s corporate
governance.





Any
violation of the law and this Code of Conduct and the other Policies of the
Company can negatively reflect upon the Company, subject the Company to
liability, and result in the personal liability of the affected Covered
Person.  The examples of and degrees of violations of this Code of
Conduct are too numerous to describe.  Therefore, the remedial actions
and possible penalties for a Covered Person’s infringement of this Code of
Conduct will be resolved based on the specific facts of each
case.  Covered Persons should be aware; however, that termination of
their employment could occur if these principles are violated in any
way.





Furthermore,
the Company may not refrain from disclosing evidence of a violation to the
appropriate authorities, and may pursue criminal or civil penalties against
Covered Persons found to be in violation of this Code of
Conduct.


Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 11 of
      13


Any
change in the Company’s Code of Conduct or any waiver of this Code of Conduct
for executive officers and directors must be approved by the Company’s board of
directors.  Any waiver of this Code of Conduct for the Chief Executive
Officer and Chief Financial Officer will be reported on a Form 8-K.





As noted
above, the Company is required to monitor and audit the effectiveness of this
Code.  It is the responsibility and duty of Covered Persons to bring
violations or perceived violation to the attention of the Company’s Chairman of
the Audit Committee.  With respect to the Company’s accounting,
internal controls and auditing matters, any complaints or actual or potential
violations of the Company’s accounting, internal controls and auditing matters,
must be reported directly to the Company’s audit committee and board of
directors.





The
Company’s audit committee and board of directors shall review and approve or
disapprove all related party transactions (as defined in SEC Regulation S-K:
directors, executive officers, and their Immediate Family members), and
potential conflicts of interest under this Code of Conduct on an
on-going-basis.  Waivers of the Code will be granted only when
necessary and warranted so as to protect the Company to the greatest extent
possible.





If you
have any questions regarding this Code, please contact one of the individuals
shown in Exhibit ‘B’.  All reported complaints of questionable
behavior by Covered Persons concerning this Code shall be kept in strict
confidence and shall not be disclosed except if the Company is required by law
without the express consent of the Covered Person.  Complaint
concerning questionable behavior may be made on an anonymous basis (see Exhibit
‘B’ for a list of contacts).





Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 12 of
      13


Exhibit
A





Annual
      Disclosure Statement for Covered Persons
              Company
      Code of Personal and Business
Conduct








Name:QUESTION
            YES
            NO1.
            Have
      you read the Company’s current Code of Personal and Business
      Conduct?2.
            Do
      you agree to comply with the Company’s Code of Personal and Business
      Conduct?3.
            Do
      you agree to disclose any current circumstances, or circumstances which
      may arise in the future, which create a possible conflict of
      interest?4.
            Do
      you currently have a business or personal conflict of interest? (If Yes, attach a separate
      sheet with an explanation.)5.
            Have
      you accepted any gifts outside the policies outlined in the Code that were
      not reported, since the last disclosure statement was completed? (If Yes, attach a separate
      sheet with an explanation.)6.
            Have
      you made any contribution on behalf of the Company in connection with an
      election of a candidate since the last disclosure statement was completed?
      (If Yes, attach a
      separate sheet with an explanation.)7.
            Have
      you accepted any fee for the making of a loan since the last disclosure
      statement was completed? (If Yes, attach a separate
      sheet with an explanation)8.
            Have
      you misused confidential information of the Company or its customers?
      (If Yes, attach a
      separate sheet with an explanation.)9.
            Have
      you violated any insider loan requirements including, but not limited to,
      deriving a benefit, directly or indirectly, from the approval of a loan
      since the last disclosure statement was completed? (If Yes, attach a separate
      sheet with an explanation.)10.
            Have
      you exercised undue influence over an executive officer, director, or
      employee of the Company since the last disclosure statement was completed?
      (If Yes, attach a
      separate sheet with an explanation.)11.
            Are
      you involved in any outside interests, including second jobs, investments,
      or business ventures, which might conflict with your duty to the Company
      since the last disclosure statement was completed?  (If Yes, attach a separate
      sheet with an explanation.)12
            Are
      you involved in any circumstance which may constitute a conflict of
      interest as described in the Code?  (if Yes, attach a separate
      sheet with an explanation.)13.
            Do
      you have any other information to disclose concerning the Code of Personal
      and Business Conduct since the last disclosure statement was
      completed?  (If Yes, attach a separate
      sheet with an explanation.)I
      have received a copy of the Company’s Code of Personal and Business
      Conduct and am familiar with its contents. For the period beginning
      ____________________________   (the date of my last statement or
      date of employment or election to the Board), I am not aware of any
      circumstances of a personal or family nature that would be in conflict
      with theCode
      except as indicated above. I understand my failure to comply with the Code
      may be cause for dismissal or removal. I will report promptly any actual
      or potential conflict of interest that may develop in the
      future.Signature
            Date





Code
      of Personal and Business Conduct
                    (“Code
      of Ethics”)
                    Page 13 of
      13







Exhibit B
to Belvedere SoCal Code of Conduct











Whistleblower
Contact Information








Position
                  Contact
                  Contact
      InformationChief
      Executive Officer
                  Mary
      Lynn Lenz
                  mllenz@probizbank.comAudit
      Committee Chairperson
                  Justin
      Evans
                  jevans@belvederecapital.comHuman
      Resources Director, Professional Business Bank
                  Margie
      Christ
                  (626)243-1937
                    mchrist@probizbank.comAnonymous
      Report
                  Allegiance
      SilentWhistle*
                  (877)874-8416
      –or-
                    http://belvedere.silentwhistle.com








Note also
that while one of the individuals/resources listed above should be contacted
regarding concerns with compliance of the Code of Personal and Business Conduct,
the Employee Assistance Program is also available to discuss personal and
job-related concerns.  Call Magellan Health at (800)
450-1327.