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Code of Conduct and Ethics

Conflicts of Interest

E. Conducting Financial Transactions for Yourself or Involving Those in a Close Personal Relationship
We are prohibited from making bank loans to companies in which we have a substantial interest as an owner, director, officer, or partner, or to companies in which a member of our Immediate Family has such an interest, or to a member of our Immediate Family. Such loans must be directed to another loan officer. When that is not possible, the application may be taken, but must be approved by another loan officer.

The Company from time to time may purchase or lease real or personal property or goods or services from us, a member of our Immediate Family, or from business entities in which we or in which a member of our Immediate Family is an officer, director and/or controlling stockholder.

It is the policy of the Company that any transaction involving insiders must be conducted at arm's length and that any consideration paid or received by the Company in connection with such a transaction shall be on terms no less favorable than terms available to an unaffiliated third party under the same or similar circumstances. The Company's banking subsidiaries may not purchase an asset from, or sell an asset to, an Executive Officer or Director or any Related Interest (as such terms are defined in Regulation O) of such person, unless the transaction is on market terms and, if the transaction represents more than 10% of the capital stock and surplus of such bank, the transaction has been approved in advance by a majority of the disinterested members of the Board of Directors of such bank.

F. Executorships, Agencies and Powers of Attorney

  1. Fiduciary

    A fiduciary is the Company or Person undertaking to act (alone or jointly with others) for the benefit of another as a trustee, executor, executrix, personal representative, administrator or guardian of estates, assignee or receiver, or in any other similar capacity. Certain subsidiaries of the Company routinely exercise fiduciary powers.

  2. The Company and Employees acting as Co-fiduciaries

    The Company acting as a fiduciary shall not permit a co-fiduciary relationship to exist between itself and us in the administration of any account, except where we are acting as a fiduciary on behalf of an Immediate Family Member. In such instances, we must obtain approval from the applicable subsidiary's Board of Directors prior to acting as a co-fiduciary.

    Example: With the prior approval of the subsidiary's Board of Directors, we and the subsidiary may act as co-fiduciaries of the estate of our deceased parent, but we and the subsidiary may not act as co-fiduciaries if an Immediate Family relationship does not exist.

  3. Self-Dealing

    No property held by any subsidiary acting as a fiduciary shall be sold or transferred, by loan or otherwise to itself, to another subsidiary, to the Company, to any Director, Employee, any member of their Immediate Family or to any organization in which there exists a fiduciary interest. The only exceptions to this policy shall be where: (a) the trust instrument specifically authorizes such a transaction; (b) where the subsidiary has been advised by its legal counsel to authorize such a sale; or (c) where such a transaction is required by applicable law.

  4. Fiduciary Relationships Not Involving The Company

    Any of us functioning in any trust department of any subsidiary bank may not be executor, executrix, trustee, or have any fiduciary responsibility with respect to any accounts unless there is an Immediate Family relationship. Approval for any exceptions to this policy must first be obtained through the Approval/Clarification Process.

    Example: With the prior approval of the subsidiary's Board of Directors, an Employee working in the trust department of the subsidiary may act as the executor of a customer's estate only if the customer was an Immediate Family member of the Employee.

  5. Legacies and Gifts

    Persons may not accept a legacy or gift from a customer of the Company under a will or trust instrument unless there is an Immediate Family relationship. Any exceptions to this policy must be approved by means of the Approval/Clarification Process.

    Example: An Employee may accept a legacy from a parent who was a customer. If the deceased customer was not an Immediate Family member, approval for the Employee to accept the legacy must be obtained.

I. Disclosing Interest and Abstaining from Participation
We must disclose to our direct supervisor when we know of any ownership or beneficial interest which we or members of our Immediate Families have with customers or suppliers of the Company if we have responsibility for the account relationship. We and our Immediate Families are prohibited from investing in securities of customers or suppliers if we hold or share any responsibility for the account relationship, unless the securities are listed on an exchange and the purchase or sale is based upon information available to the general public, or unless approval is obtained by means of the Approval/Clarification Process. In those instances where a personal investment in a given customer has been approved, we must avoid participation in any Company decisions concerning that customer.

Example: An Employee who is the account officer for or deals with the loan account of ABC Company (a customer) may not invest personally in ABC Company without receiving prior approval through the Approval/Clarification Process.

J. Directorships and Outside Business Interests
Persons should be aware of the various statutes and regulations either prohibiting or restricting dual service by them in the following areas:

  1. Service as a director, officer or employee of any other unaffiliated commercial bank, banking association, trust company, savings bank, savings and loan association, or credit union;
  2. Service in an organization primarily engaged in the issuance, underwriting, public sale or distribution of stocks, bonds or other securities;
  3. Service as an officer or director of a public utility or a registered public utility holding company or subsidiary; or
  4. Service as a director, officer, partner, employee, appointee or representative of any obligor of securities for which the Company subsidiary with which he or she is affiliated is the indenture (corporate) trustee.
Any such service must be reported and approved in advance by means of the Approval/Clarification Process.

K. Political Contributions and Charitable Activity
No funds or assets of the Company are to be used to make any unlawful political contribution. For purposes of this section, the term "political contribution" shall be deemed to include not only the direct or indirect delivery of cash or property of the Company to a political party, candidate, committee or organization but also includes: (a) the reimbursement by the Company to us or any other person, for a political contribution made or to be made by us or other person; or (b) the provision of services or the use of property or the making of a loan, to a political party, candidate, committee or organization by the Company, except in the ordinary course of Company business and on customary commercial terms. Purchases of tickets to political dinners or other similar events or of advertisements in political publications are considered to be political contributions and are not reimbursable.

We shall not be under any obligation of any kind to the Company or to any other Person, to utilize any of our compensation to make political contributions and neither we nor any other person acting on the Company's behalf, shall seek to create or enforce any such obligation.

Nothing contained in this section is intended to discourage us from active personal involvement in the political process, including the making of personal political contributions, or to otherwise limit our rights and obligations as responsible citizens. Notwithstanding the foregoing, the Code (i) requires that before we seek or accept a nomination or appointment to any public office, whether paid or unpaid, we must obtain the Company's approval via the Approval/Clarification Process and (ii) prohibits political campaigning, wearing and/or displaying political campaign slogans, distributing political literature, and/or soliciting campaign funds at or in the work place.