EXHIBIT 14

                            WEST BANCORPORATION, INC.
                                    WEST BANK
                           WB CAPITAL MANAGEMENT INC.

                                 CODE OF CONDUCT

West Bancorporation, Inc. (the "Company") has adopted a Code of Conduct (the
"Code") which applies to all directors, officers and employees of the Company,
West Bank (the "Bank") and WB Capital Management Inc. d/b/a VMF Capital ("VMF").

This Code is intended to promote the following:

         a.       Honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships;

         b.       Compliance with applicable governmental laws, rules and
                  regulations;

         c.       The prompt internal reporting to an appropriate person or
                  persons identified in this Code of violations of this Code;
                  and

         d.       Accountability for adherence to this Code.

INTERPRETATION AND REPORTING

If you have questions about the meaning of our Code or about applying our
standards to a particular situation, contact your supervisor. If you do not
receive a clear explanation or believe you may not receive an adequate review of
the issue by your supervisor, contact Sharen Surber.

If you believe someone has engaged in a violation of this Code or in other
unethical or illegal conduct, promptly report the conduct to your supervisor,
Sharen Surber or the Chairman of the Audit Committee of our Board of Directors.

VIOLATIONS AND THEIR CONSEQUENCES

Violations of our Code compromise our brand in the marketplace and may affect
our success. Violations of the Code, including failure to cooperate with an
investigation or inquiry may result in disciplinary action, including
termination. Enforcement of this Code shall be prompt, fair and consistent, and
may be administered by a supervisor, company management or the Audit Committee.

CERTIFICATION PROCESS

As a condition of employment, we are each required to comply with the Code. Once
each year, each of us is asked to certify our compliance with the Code. Please
ensure you are completely familiar with these standards before the certification
process begins.

BACKGROUND

We always compete aggressively and ethically in the marketplace, and we will not
violate the law or our ethical standards in conducting our business activities.
An illegal or unethical act cannot be justified by saying it benefited the
Company, or that it was directed by someone else in the organization, even a
higher authority. You are never authorized by the Company to commit or to direct
another employee to commit such an act.

Employees are expected to act lawfully, ethically and professionally in the
performance of their jobs at all times. We pride ourselves on the fact that we
are clear, truthful and accurate in what we say and do. We always act in a
manner that preserves and enhances our reputation. Disparaging remarks to or
about customers that compromise or jeopardize our reputation are not acceptable.

Our demands for excellence and the preservation of our integrity and objectivity
are our distinguishing characteristics. We rely on employees to report the
discovery of any questionable, fraudulent or illegal activities that may violate
this Code. If an instance involving a senior officer is identified, the report
should be made to the Chief Executive Officer or the Chairman of the Audit
Committee of the Board of Directors as appropriate.

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Our standards will also be strictly enforced. Any action or behavior that, in
the opinion of senior management or the Board of Directors, violates or
jeopardizes this standard of honesty, integrity and nondiscriminatory behavior
will result in immediate disciplinary action up to and including termination.

If you're ever in a situation where the right thing is unclear, ask for
clarification or examine your options with this quick test:

         -        Could it harm our reputation?

         -        Is it legal and is it the right thing to do?

         -        How would it look in the newspaper or on the news?

         -        How would my friends, family, the community or shareholders
                  view it?

         -        Is it consistent with our values?

Our reputation, and your conscience and good name, are far too valuable for you
to do anything that wouldn't pass the Ethics Quick Test. This means that all of
us must tell the truth and fulfill our promises. And we must treat fellow
employees, customers, shareholders and our communities with honesty and respect.

HONESTY

Our business is based on mutual trust and absolute honesty in all our affairs,
both internally and externally. This philosophy must be respected at all times
and throughout both our personal and corporate behavior. Our business demands
personal candor and openness by all. Complete candor with our lawyers, auditors,
compliance staff and senior management is essential. We expect everyone to be
frank and objective with information that leads to the earliest identification
of real or potential, small or large problems. Violations of laws involving
dishonesty or breach of trust or which may affect our reputation must be
disclosed and reported to us, even if they are outside the scope of employment.

INTEGRITY

The nature of our business provides opportunities that can be developed through
integrity in our personal and professional business practices. We are
accountable to a number of constituencies-our shareholders, our customers, our
communities and all employees.

We must treat all our resources, including our name, with the respect befitting
a valuable asset. We should never use them in a manner that could be interpreted
as imprudent, improper or for personal gain.

GIFTS

State and federal law prohibit employees, officers, directors, agents and
attorneys of financial institutions from seeking or accepting anything of value
in connection with any transaction or business of their financial institutions.
The employee need not benefit directly from the item of value. It still can be
considered a bribe if the item of value is for the benefit of a third person or
party.

Directors, officers, employees and members of their families shall not solicit
nor allow themselves to be solicited or accept gifts, entertainment, or other
gratuities intended to or appearing to influence our decisions toward a
customer's business.

Reasonable entertainment and other accommodations of nominal value may be
accepted if offered and accepted in goodwill only and not as a return for
special treatment by us. We recognize that the refusal of such gifts may damage
relations and in these situations employees should consult with their supervisor
or the Company's Chief Executive Officer regarding the appropriateness of
exceptions. Exceptions occasionally are made allowing or encouraging employees
to attend events that exceed policy if a significant customer or vendor sponsors
an event or attendance at an event is important to maintaining our relationship
with that customer or vendor. Generally, however, gifts are to be limited to a
nominal value. Cash or checks cannot be accepted regardless of the amount.

OTHER PAYMENTS AND USES OF VENDOR RESOURCES

Payments that include fees and commissions are an integral part of business
activity. We regularly engage the service of vendors as well as lawyers,
accountants, consultants, and other professionals. While selection for
performance of a specific service may involve a degree of subjectivity, the
choice should always be predicated on quality, competence, competitive price and
service, business relationship and evidence of the same standards of integrity
demanded by this Code.

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In all cases, we shall compete for business only on the basis of the quality and
price of our services and to meet our customers' immediate and future needs. At
no time will we enter into any payment or other arrangement that violates this
statement, lowers our ethical standards or could conceivably bring disrepute to
us. Gifts, monetary payments, loans, lavish entertainment, or other values or
favors made to or received from vendors or other outside parties in exchange for
business or influence of any kind are strictly prohibited.

PERSONAL BENEFIT

We do not take advantage of our position to profit personally from information,
corporate property, services or other business opportunities, unless the
situation is deemed incidental or authorized by us.

COMMITMENTS

You shall not make actual or apparent commitments, formally or informally, on
our behalf without appropriate authorization in accordance with approved
procedures. Approved commitments within the scope of one's authority must be
properly documented and retained.

COMPLIANCE

We are in a business that is highly regulated at both the state and federal
level. We comply with all local, state and federal laws and regulations that
apply to our business. When laws or regulations seem unclear or ambiguous,
employees should consult their immediate supervisor or the Compliance Officer
for further clarification.

Special attention must be paid to compliance with the privacy and anti-money
laundering laws and regulations. Each of us must adhere to established policies
and procedures that are designed to prevent the bank from being used as a
conduit for money laundering or the funding of terrorist activity. The penalties
for failure to comply with the established federal regulations can be severe. In
addition to personal fines and prison time, we can be subjected to corporate
fines and would experience significant reputation damage should we be implicated
with a money laundering event.

We must comply with our established accounting and reporting rules, regulations
and controls. Records should accurately reflect transactions in a timely manner,
and errors must be corrected immediately. If an employee, director or officer
has concerns or complaints regarding questionable accounting or auditing
matters, then he or she is encouraged to promptly submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Chairman of the
Audit Committee (which, will subject to its duties arising under applicable law,
treat such submissions confidentially).

POLITICAL CONTRIBUTIONS

Employees are encouraged to participate in political activities of their
choosing, individually and on their own time. This participation is completely
voluntary, however, and no individual political effort shall be reimbursed or
compensated by us.

You may of course make personal political contributions to the candidate of your
choice, but you may not be reimbursed from corporate funds for such personal
contributions.

Employees are prohibited by law and by these ethical standards from using normal
work time or our corporate resources to engage in activities related to local,
state, or national elections, or political conventions or caucuses.

LOAN AND INVESTMENT DECISIONS

We believe that all loan and investment decisions should be made in the most
responsible and constructive manner possible. Loan and investment decisions
should be made with strict attention to legal and financial implications and in
strict accordance with the bank's asset quality standards.

We must always carefully evaluate the long-term implications of our decisions.
As individuals, we should not act on behalf of the Company in transactions
involving people or organizations with which we or our families have a financial
commitment, interest, or decision-making influence.

Use of inside or confidential information in any personal investment decision is
prohibited. It is also a violation of federal securities laws to buy or sell
securities on the basis of material inside information that has not been made
public, or to provide material inside information to others for their use.
Please refer to additional policies in this section on Maintaining
Confidentiality, Insider Trading and Proprietary Information and Customer Lists
for more information.

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FINANCIAL RESPONSIBILITY

Your personal financial matters should be handled with prudence at all times.
Employees and their families are prohibited from borrowing from customers (other
than financial institutions), suppliers, other employees or contingent workers.
Employees are expected to manage their personal finances in a manner that avoids
embarrassment to themselves or the Company. This includes writing checks against
insufficient funds which is evidence of poor financial judgment and a violation
of state law. Employee privileges carry the responsibility of prudent use,
prompt payment, and care to follow all guidelines and reimbursement procedures.

A corporate credit card may be used for business-related expenses only and may
not be used to secure personal cash advances or for personal purchases. Misuse
of any corporate credit card or repeated late payments may be grounds for
denying future use of the card or other forms of disciplinary actions, including
termination. When an employee terminates, any balance owed on the account must
be reconciled and payment arranged.

Falsifying business related expenses is grounds for termination. In addition,
misuse of an employee checking account or any bank product or service may result
in the loss of account privileges and could subject you to disciplinary action
up to and including termination.

ACCOUNT TRANSACTIONS

Many of us are required to process customer account transactions such as cashing
checks, waiving service fees, approving credit, etc. Employees are not allowed
to process or approve transactions relating to their own personal accounts, the
accounts of family members or personal acquaintances or to accounts on which
they may have a personal interest or on which they are an authorized signer.
Specifically, this includes, but is not limited to, refunding, reversing or
waiving fees; approving or increasing credit lines; cashing checks; etc. There
may be other specific restrictions pertaining to transactions on personal
accounts or the account of family members or co-workers.

All account transactions must be handled in strict compliance with our policies
and procedures. Examples of inappropriate transactions include, but are not
limited to, misappropriation of funds; opening, closing or altering accounts
without proper authorization; unauthorized transfer of funds; and transactions
that are inconsistent with policies, procedures or practices.

Violation of this policy is grounds for disciplinary action, including
termination. Please discuss restrictions and appropriate procedures with your
supervisor.

INSIDER TRADING

Our activities frequently result in obtaining material and non-public
information about other companies.

Directors, employees or other insiders who possess material non-public
information concerning a company or specific securities are prohibited by law
from effecting any transactions in the relevant securities.

Directors, employees or other insiders may not buy or sell securities of
companies with which they have significant dealings on our behalf or for which
they have responsibility on our behalf.

TRANSACTIONS BY EMPLOYEES OR OTHER INSIDERS IN THE SECURITIES OF WEST
BANCORPORATION, INC.

We recognize the special interest that employees and other insiders may have in
owning the Company's common stock. No director or employee may trade in the
Company's common stock while in possession of material non-public information
about the Company, the Bank or VMF, or in violation of the provisions of our
Insider Trading Policy. Employees and other insiders should review the Insider
Trading Policy to see if it applies to them and contact the Chief Financial
Officer regarding any questions.

MAINTAINING CONFIDENTIALITY

It is essential that we maintain a professional standard of conduct that assures
confidentiality of information and relationships with our customers.
Confidential information regarding customers or banking transactions should not
be discussed except in the normal transaction of business.

The use of any banking information stemming from your employment shall be
restricted to that which is absolutely necessary for legitimate and proper
business purposes. Externally, we should protect the privacy of our customers. A
random remark with family, friends or acquaintances can form the basis for
misinterpretation or otherwise violate the integrity of our relationships.

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Also, information about how we run our business (such as our strategic plans and
our products) or other non-public information about customers must be treated
with utmost discretion.

Inappropriate discussions or the improper release of information may result in
disciplinary action up to and including termination. When your employment ends,
your obligation to maintain the confidentiality of information continues to
apply.

PROPRIETARY INFORMATION AND CUSTOMER LISTS

As directors and employees, we may produce, develop and have access to
information, ideas, inventions, techniques, processes, computer software, "know
how," materials, programs, reports, studies, records, data, customer lists,
customer information, trade secrets and other information not generally
available to the public regarding the bank and all related entities, their
customers, prospective customer and other third parties (collectively
"Proprietary Information"). Proprietary Information may be original, duplicated,
computerized, memorized, handwritten or in another form.

Proprietary Information (whether developed or produced by an employee, or
provided to any employee by the bank or a customer or other third party) is
entrusted to employees as representatives of the Company. Our directors and
employees may not use, duplicate or remove any Proprietary Information except
for the sole purpose of conducting business on our behalf. All records, files,
documents and other Proprietary Information employees prepare, use or come into
contact with shall remain our property.

Because it is unique and cannot be lawfully duplicated or easily acquired, we
protect this information with trade secret status. Directors or employees may
not use, divulge or disclose Proprietary Information to any third party. Under
no circumstances should a director or an employee reveal or permit this
information to become known by any of our competitors, or any other third party,
either during or after employment.

We are expected to use reasonable care to prevent the disclosure or destruction
of Proprietary Information that we possess or use. If you cease to be employed
by us, individuals must return all Proprietary Information, including
information that may have been retained in personal items (e.g. electronic
devices or home computers).

Employees are paid to work for us and may be using our facilities and equipment
to develop Proprietary Information. As a condition of employment, all employees
acknowledge and agree that Proprietary Information is our sole property and
disclaim any rights and interest in any Proprietary Information and assign these
rights to us. Additionally, all employees agree to immediately disclose all
Proprietary Information to us.

Our customer lists and other Proprietary Information about customers, directors,
and employees are to be treated as highly confidential in all cases. This
information may not be disclosed to any third party or used for any purpose
other than performance of job duties for us either during or after employment.

Unauthorized use or duplication of customer lists and other information
(including copies in electronic form) is expressly forbidden.

CONFLICT OF INTEREST

It is a conflict of interest if you have an interest outside of work that
interferes with your responsibilities to us or affects your ability to perform
your duties properly. You must avoid conflicts of interest and potential
conflicts of interest, including situations where there might be an appearance
that there is, or could be, a conflict of interest.

Employees may not engage in any employment or activity which is in competition
with our business; which conflicts with the fiduciary obligations of any other
department; or which creates a conflict of interest with the employee's position
or department. In all cases, positions in which you are employed outside of work
must be approved in advance by your supervisor.

We encourage participation in civic affairs as a part of our commitment to
community involvement including service with constructive and legitimate
for-profit and not-for-profit organizations. There are cases, however, in which
organizations have business relationships with us or in which the handling of
confidential information might result in a conflict of interest.

All actual and potential conflicts of interest must be reported immediately to
your supervisor.

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FIDUCIARY APPOINTMENT

You may not accept an appointment or continue to act as a fiduciary or
co-fiduciary of any estate, trust, agency, guardianship or custodianship account
of one of our customers (other than a family member) unless authorized by the
Chief Financial Officer and your supervisor or except as appropriate in the
regular and proper discharge of your job responsibilities.

INHERITANCE UNDER WILLS OR TRUSTS

You or your immediate family members may not receive any inheritance from a
customer unless the customer is a family member or you have never dealt with the
customer as a representative of the company or any of its affiliates. If you
have been named as a beneficiary in a prohibited situation, immediately notify
the Chief Financial Officer who will discuss the situation with your supervisor.

DIRECTORSHIPS

You may accept election or appointment to public or civic commissions and to
boards of nonprofit corporations if you give reasonable notice to your
supervisor before you are elected or appointed.

Antitrust and banking laws prohibit certain interlocking corporate directorships
and management positions. All candidacies or appointments to business
corporation boards, and the terms and remuneration related to the directorship,
must be approved in advance by the Chief Financial Officer and your supervisor.

To avoid a potential conflict of interest you may not, without the approval of
the Chief Financial Officer and your supervisor, serve on the board of an entity
that: competes with us; is in substantial default to the bank on a loan,
contract, or other obligation; or is involved in a substantial controversy or
litigation with us.

In all cases, senior management's knowledge and approval of the appointment or
candidacy does not imply that you are serving at our direction or desire, nor
does it imply our endorsement of the organization or its purposes.

ANTITRUST COMPLIANCE

Antitrust law is extremely complex. You are prohibited from entering into
arrangements with competitors to set or control prices, rates, trade practices
or marketing policies. You must avoid any situation in which it might even
appear that you have entered into such an arrangement. You also must avoid
conversations with competitors regarding pricing, trade practices, marketing
policies, or similar information.

It also is an antitrust violation to require customers to engage in certain tied
or reciprocal transactions. We will not extend credit, lease or sell property of
any kind, furnish any service, or fix or vary the consideration for any business
activity on the conditions that:

-        The customer obtain some additional credit, property or service other
         than a loan, deposit or trust service;

-        The customer obtain any additional service from a bank affiliate;

-        The customer provide some additional credit, property, or service to
         us; or

-        The customer not obtain some other credit, property, or service from
         one of our competitors.

Employees are encouraged to contact the Compliance Officer when contemplating
transactions involving multiple products and services.

USE OF COMPANY RESOURCES

Our telephones, personal computers, copy and fax machines, supplies, mail
service, e-mail, bulletin boards and conference rooms are intended for our
business only. Personal use of these or other of our resources can disrupt the
vital flow of information or tie up resources our customers depend on. Personal
telephone calls should be limited and Company addresses or mail, including
e-mail, should not be used for personal correspondence. Misuse or abuse of
Company resources may result in disciplinary action, including termination.
Company resources assigned to you during the course of your employment, must be
returned upon termination and/or at our request.

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BUSINESS COMMUNICATIONS AND RECORDS

All communications, whether verbal or written, should be conducted
professionally and should adhere to our ethical standards. What we say, write
and do should reflect a clear understanding of our ethical values and
expectations and should demonstrate sound personal judgment. That means being
clear, truthful, and accurate. It also means being respectful. Always avoid
exaggeration, colorful language, guesswork, legal speculation, and derogatory
remarks or characterizations of people, companies or their products and
services. What we say, write or do should preserve or enhance our integrity and
reputation-it should never jeopardize it. This policy applies to communications
of all kinds, including voice mails, e-mail and informal notes or memos.

The following section of this policy provides guidance specifically regarding
e-mail communications, but also applies in principle to all other forms of
communication as well, including voice mail and memos.

E-MAIL

E-mail is an important form of internal and external communication. E-mails are
written records and even if deleted, they may be stored and accessed as
permanent records. Our ethical standards apply to every e-mail we create no
matter how informal or casual it may be. An e-mail should never be created or
sent if it does not first pass the scrutiny of our ethical standards.

Like voice mail, computer systems or other office equipment, e-mail is our
exclusive property and it is not intended for personal use. The sharing or
transmission of jokes, excessive use of e-mail for non-business matters, or
other unauthorized use of e-mail is never appropriate. All e-mails should be
created with the understanding they may be formal public records. They should be
written in a professional tone and they must be protected from unauthorized
disclosure or access. The transmission of all messages must comply with all
Company policies.

Important Tips to Follow When Writing E-mails

         -        Draft e-mails just as you would any other letter that may
                  become a formal, written record. Be clear, truthful and
                  accurate. Don't exaggerate or use colorful language. Avoid
                  writing e-mails in the form of casual conversation.

         -        Ensure our ethical standards are followed. That means being
                  respectful, professional and consistent with the spirit and
                  intent of our ethical standards and policies. Always avoid the
                  use of profanity and/or disparaging remarks.

         -        When responding to e-mails, ensure your message contains
                  sufficient context to avoid misinterpretation.

         -        Write e-mails in response to the specific requirement of your
                  job; avoid using e-mail for personal and/or non-business
                  purposes.

         -        Never send an e-mail that you would be embarrassed to see
                  repeated in print at a later date.

         -        Review it carefully before you send it. Does it meet our
                  standards?

Some Important Notes about E-mail

         -        This Code applies equally to electronic communications. No
                  e-mail messages should be sent which may be perceived as
                  offensive, intimidating or hostile.

         -        E-mail on the Company system is not protected by any privacy
                  right. We reserve the right to monitor any employee's e-mail
                  and computer files for any reason. Examples include, but are
                  not limited to, e-mails containing sexual innuendo or
                  off-color jokes; chain letters; downloading, copying or
                  sending confidential information to an unauthorized party;
                  excessive or unauthorized personal use that violate company
                  policy.

         -        It is important to keep in mind that all public statements
                  about us must be accurate and consistent. When using Internet
                  communications such as online forums, bulletin or message
                  boards and chat rooms, it may sometimes give the appearance
                  that you are communicating with a small group. You may,
                  however, potentially be communicating with a very large
                  audience. We prohibit such communications purported to be on
                  our behalf or in your capacity as an employee. Only authorized
                  spokespersons may communicate about the Company and its
                  policies, practices and procedures. We treat Internet
                  communications like any other publication. Although it may be
                  tempting to comment or correct errors about us that you find
                  on the Internet, due to legal constraints and to ensure
                  consistency, doing so is a violation of Company policy.

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MEDIA CONTACTS

We are committed to building and maintaining effective and ongoing
communications with key stakeholders through the media. Effective media
relations also ensure that our public statements express a clear and factual
representation of the Company.

It is our policy that all media inquiries will be forwarded to the Director of
Marketing. Only the Director of Marketing is authorized to initiate contact with
the media. Certain exceptions to this policy may be granted in writing by the
Chief Executive Officer.

RESPECT AND CONSIDERATION IN OUR DEALINGS WITH ALL

Our goal is to treat fellow employees with respect, consideration and
understanding. Our intention is to foster a climate conducive to a high level of
performance through full communication at all levels. We encourage the open
discussion of job-related problems and prompt resolution of those problems.

Externally, we must treat customers, potential customers, vendors and the
communities we serve with equal respect. This demands courteous service, as well
as ethical business conduct and compliance with all laws and regulations. As
employees of a customer-driven institution, we have the responsibility to act in
ways that reflect favorably on us. In addition, we are frequently asked by our
customers to offer opinions on legal or tax matters. Employees should refrain
from offering any advice where they lack professional qualifications or are
legally prohibited from providing advice.

Being considerate and open in our dealings demands the development,
encouragement and maintenance of a positive attitude towards ethical behavior,
one important dimension of which is an open appreciation of diversity. It is
absolutely essential for us to value and respect differences among the people
with whom we interact daily. When we are able to manage effectively our reaction
to diversity, we can be more successful in identifying and meeting customer
needs and developing effective work relationships, thereby increasing
productivity.

We must be compelled to conduct our day-to-day business with the highest
standards of integrity, and we must devote our complete efforts to successfully
performing our jobs to ensure the attainment of our Company goals and
objectives. It is in this spirit that all employees are expected to act.

EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION

We have made a commitment to create a work environment that values each
individual's unique talents and background, respects differences, and recognizes
the opinions and ideas of every employee.

Current employees, the labor market and our existing and prospective customers
comprise a widely diverse population. We are committed to equal employment
opportunity. Embracing diversity is not only the right way to do business, it is
essential to the success of our business. The way we will serve a diverse
marketplace is by having a diverse workforce.

We prohibit both discrimination against and harassment including offensive or
degrading remarks and conduct, of any employee or applicant, and ensure that all
personnel practices are administered on individual merit and capability without
regard to race, religion, color, age, sex, national origin or ancestry, sexual
orientation, disability, veteran status, or other factors identified and
protected by federal, state, and local legislation. These practices include, but
are not limited to, recruitment, advertising, selection, compensation, training,
placement, transfer, demotion, promotion, disciplinary action and termination.
Harassment because of race, religion, color, age, sex, national origin or
ancestry, sexual orientation, disability, veteran status, or other factors
identified and protected by federal, state, and local legislation may be
prohibited by law and is not tolerated.

If you have a concern about offensive behavior, please contact your supervisor.
Allegations of offensive behavior and harassment are taken seriously. We will
investigate and will take appropriate corrective action if it is determined that
a violation of our policy has occurred. No employee will be subjected to
retaliation for making a report of offensive behavior or harassment.

EMPLOYEES AND CUSTOMERS WITH DISABILITIES

Individuals with disabilities are entitled to the same access to goods,
services, products, accommodations and employment as persons without
disabilities. We are committed to providing reasonable accommodations for
qualified employees and customers who have disabilities.

We include individuals with disabilities in our non-discrimination policy and as
part of the diversity of the workforce. We will make reasonable accommodations
so that an individual with a disability may have the opportunity to perform the
essential functions of a particular position and otherwise participate fully in
employment. Sometimes this may involve special equipment or simple physical
adjustments to the work site.

                                       35



If you have a disability that requires special accommodation within your current
job or in a position for which you wish to apply, please discuss your situation
with your supervisor or Sharen Surber. They will work with you to try to
evaluate accommodation options.

It's important to be aware that customers may have disabilities that need to be
accommodated. Whether you work with customers face to face or over the phone,
please pay attention to any physical or communication barriers customers
encounter, offer assistance and provide your manager with information about the
situation. We want to ensure that architectural and communication barriers are
remedied where feasible so that all customers have equal access to our products
and services.

SOLICITATION

Solicitation during working time for products, services, charities or interests
not related to Company business can have a negative impact on our ability to
serve our customers and can be disruptive to our internal workflow particularly
when multiple employees are soliciting for the same event. For this reason, we
prohibit any active solicitation of employees by other employees and
non-employees during any work time, whether it is for participation in volunteer
agencies, the sale of goods or services, or contributions to a charitable
organization. Except for Company sponsored charitable fund-raising or events
which receive senior management approval the term "work time" is defined as time
spent in the performance of job duties. If you wish to solicit your co-workers
for such an event contact your supervisor and provide the details so your
request can be considered.

SUBSTANCE ABUSE

We recognize that alcohol and drug abuse adversely affect job performance and
safety in the workplace. We believe that a productive and safe work environment
is in the best interest of our employees, our customers and our shareholders.
Therefore, we prohibit or restrict the use of alcohol, narcotics, depressants,
stimulants, hallucinogens and marijuana, as well as the use of prescription
drugs when resulting behavior or appearance adversely affects work performance.

Possession or use of narcotics, depressants, stimulants, hallucinogens and
marijuana on Company premises is prohibited and grounds for immediate dismissal.

Consumption or possession of alcoholic beverages on Company premises, other than
for sanctioned activities after normal business hours, is prohibited and will be
grounds for disciplinary action including dismissal.

Consumption of intoxicating beverages during lunch or a business meeting is not
acceptable business behavior. If you feel such consumption is necessary then
request the remainder of the day off.

During bank or other social functions please keep consumption of alcoholic
beverages to a reasonable level. The Company's image is a direct result of its
staff's behavior.

This policy applies to all employees, including contract employees or employees
of temporary employment agencies. The policy is applicable at Company facilities
or wherever Company employees are performing Company business.

We recognize that drug and alcohol abuse are serious problems that may be
successfully treated. Employees who feel that substance abuse is a problem for
themselves or family members can obtain confidential help through the Employee
Assistance Program.

Any employee who is unable to work due to alcohol or drug use, who uses illegal
drugs at or outside of work, or who violates this policy may be sent home and
may be subject to disciplinary action, up to and including termination. In
addition, the employee may be referred to the Employee Assistance Program for an
evaluation. This referral does not preclude other disciplinary action, including
termination of employment, nor does it imply or constitute disciplinary action.

SMOKING

The Company provides a smoke-free workplace for our employees and customers.
This means that you are not permitted to use tobacco products in any Company
facility. Smoking is allowed outdoors.

OFFENSIVE BEHAVIOR AND HARASSMENT

It is the Company's policy and the responsibility of all employees to maintain a
working atmosphere free of harassment, intimidation and/or unwelcome or
inappropriate conduct, including sexual overture, jokes, graphic material, etc.
Verbal or physical conduct of a demeaning or sexual nature that creates an
intimidating, hostile or offensive working environment, that in any way affects
the employment relationship or is otherwise deemed to be inappropriate by the
Company is not permitted.

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Harassment may include verbal or physical conduct that denigrates or shows
hostility or aversion toward an individual because of the individual's race,
religion, color, age, sex, national origin or ancestry, sexual orientation,
disability, veteran status, or other factors protected by state and local
legislation. Harassment may include but is not limited to: disparaging remarks;
slurs; negative stereotyping; threats; intimidation; hostile acts; and
denigrating or hostile written or graphic material posted or circulated in the
workplace.

Harassment may also include sexual harassment which includes any unwelcome
sexual advance, request for sexual favor, and other verbal or physical conduct
or a sexual nature where:

         -        Submission to the conduct is or is threatened to be a
                  condition of employment;

         -        Submission to or rejection of such conduct is used or is
                  threatened to be used as the basis for employment decisions;

         -        The conduct has the purpose or effect of unreasonably
                  interfering with an individual's work performance; or

         -        The conduct has the purpose or effect of creating an
                  intimidating, hostile or offensive work environment.

Employees who violate this policy are subject to disciplinary action up to and
including termination.

If an employee believes he or she has been harassed by a co-worker, member of
management, vendor or customer, promptly report this to the supervisor or Sharen
Surber. A timely investigation will be conducted and appropriate action will be
taken. We will not tolerate any retaliatory action against any individual for
reporting such an incident.

USE OF COMPANY TECHNOLOGY

Technology, including computer hardware and software, is an important asset for
us and our customers.

The Information Security Services policies, available through your supervisor,
provide direction for using technology. They also identify precautions that
should be taken to secure date from unauthorized access. All employees who use
our technology resources must become familiar with and understand policies and
standards and comply with their provisions.

Some of these basic rules include, but are not limited to, the following:

         -        Use resources and data only for authorized purposes.

         -        Do not attempt to access data that you are not authorized to
                  access.

         -        Ensure information is treated as a valuable Company asset and
                  is disclosed only on a need-to-know basis.

         -        Use all software in accordance with its license agreements.

         -        Do not make any unauthorized copies of any software under any
                  circumstances. Anyone found copying software other than for
                  backup purposes is subject to disciplinary action, including
                  termination.

         -        Do not use our computer resources for personal business.

         -        Do not access inappropriate Internet sites.

COMPUTER AND INFORMATION SECURITY

Protecting information from unauthorized disclosure is a responsibility of all
employees. It is important to be familiar with all policies concerning computer
systems, information and privacy. These policies are available from your
supervisor and should be reviewed carefully. In general, here are a few basic
rules to keep in mind:

         -        Ensure that all of your computer access is on a need-to-know
                  basis and is limited to the information required to perform
                  your job.

         -        Provide for the physical security of the hardware. Laptop
                  computers and system components are extremely vulnerable to
                  theft.

         -        Ensure you have power-on and screensaver passwords on your
                  personal computers.

         -        Ensure you have current virus detection software on your
                  computer.

         -        Do not write down access codes or passwords.

         -        Do not share your user ID or passwords with anyone. You are
                  responsible for all unauthorized use of your user ID.

         -        Change your passwords if you suspect your user ID has been
                  compromised and contact Information Security Services.

SERVING AS AN EXPERT

The expertise you develop in the course of your employment may provide
opportunities to participate in outside activities as a paid or unpaid speaker
or consultant. It is important to discuss these opportunities with your
supervisor to ensure there is no conflict between organizational and personal
interests. Use or distribution of materials or products developed as part of
your responsibilities with us should occur only with the authorization of your
supervisor.

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PRIVACY IN THE WORKPLACE

We may assign workspace, equipment, or other Company property for use in
performing your job accountabilities. Company property is not intended for
personal use. We reserve the right to access and/or search workspace and
equipment that has been assigned to you. Equipment owned by employees but used
for business purposes is not considered private and may be accessed and searched
for any purpose. We also reserve the right to monitor employee accounts and
electronic forms of communication, including e-mail, telephones, computer
systems and other electronic records for any reason.

We prohibit unauthorized recording of conversations, meetings, etc.

RETALIATION

To the extent consistent with applicable law and the Company's whistleblowing
policy, the Company will not retaliate against employees, officers or directors
who in good faith make reports or complaints of violations of this Code.

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