Exhibit 14
CODE OF ETHICS
Union Trust and its affiliates, the "Company", is based on a strong
foundation of trust and respect. It is essential for us as an industry and
as an organization within that industry to maintain a reputation for
honesty and fair dealing.
This Code of Ethics reflects the Company's policy of responsible and
ethical business practices, and applies to all Officers, AVP and above.
The Code reflects our commitment to conduct business honestly, fairly and
ethically. By adopting this code, we acknowledge that our success is based
on the commitment of all employees to observe and practice the highest
standard of behavior.
It is impracticable to think we can delineate all conduct required to
ensure adherence to the high ethical standards expected of us, or set forth
rules that cover all conceivable situations. This Code, therefore, is not
intended to be all-inclusive, but should serve as a guide in applying our
basic philosophy of conducting business with integrity and fairness.
Generally, you are expected to exercise good judgment and common sense in
your decisions and dealing with others. You are expected to be
knowledgeable about your job and to comply with all applicable laws and
regulations. Many of the laws and regulations which govern your conduct
also apply to your "immediate family", such as your spouse, children,
grandchildren, parents, grandparents, brothers, sisters and in-laws, as
well as anyone who resides with you. It is your duty and responsibility to
familiarize yourself with the provisions of this Code, to inform family
members of your obligations under this Code, and to explain how their
actions could affect you.
A violation of the Code is a serious matter, and may be grounds for
dismissal or other disciplinary action.
Difficult questions of judgment may arise from time to time. If you have
questions or concerns about issues that may be governed by the Code, if any
doubt exists regarding the propriety of any action or activity, if the
application of the rules or guidance of this Code to a particular
circumstance is unclear, or should you become aware of actual or suspected
violations, contact your manager or the CEO immediately.
REPORTING MISCONDUCT
The Company's reputation for integrity depends upon the conduct of its
employees. You are an integral part of the Company's defenses against
fraud, civil or criminal liability and unethical business practices.
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If you observe, have knowledge of or become aware of any illegal or
improper conduct on the part of another employee or person providing
services for the Company, you must immediately communicate that information
to your manager, the Auditor or the CEO.
Unless you report such situations to management, the Company cannot deal
with such problems appropriately. If an employee conceals improper
conduct, it often compounds the problem and may delay, hamper or preclude
appropriate responses that could prevent further issues. Additionally, if
you fail to disclose improper conduct of which you become aware, you are
also exposing yourself to disciplinary action for failure to advise
management of the problem.
SUPERVISORY RESPONSIBILITIES CONCERNING REPORTS OF MISCONDUCT
Upon learning of probable or actual misconduct, managers must immediately
notify the CEO. Managers who fail to take appropriate action may be held
responsible for failure to supervise properly.
RETALIATION IS PROHIBITED
The Company prohibits retaliation against any individual who, in good
faith, reports any violation of law, regulation, company policy or this
Code of Ethics, or any individual who participates in, or otherwise
supports, an investigation of such reports. Anyone who retaliates against
an individual under such circumstances will be subject to disciplinary
action up to and including termination.
PREFERENTIAL TREATMENT
Favoring the interests of certain customers, suppliers, or fellow employees
over what would be standard practice or accepted policy for the general
public constitutes preferential treatment. This prohibition includes any
special treatment for yourself, family members or close friends. As
Company employees, you are not permitted to make loans or handle other
sensitive financial transactions for yourself or your immediate family.
These matters must be handled by an unrelated officer or employee. Types
of preferential treatment are:
Better loan terms. Regulation O allows for the extension of credit
pursuant to a compensation or benefit program widely available to all
employees of the Company. Preference will not be given to any insider of
the Company over other employees of the Company.
Personal involvement in a business deal. Transactions between an employee
and the Company must be at arms-length and at a minimum comply with the
following requirements: (a) the transaction complies with laws, especially
laws pertaining to insider transactions; (b) the terms of the transaction
are fully
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documented and are no more favorable than those available to the general
public; and (c) the transaction has been discussed with and approved by
your manager who will first confer with the CEO.
TAKING BUSINESS OPPORTUNITES
A conflict of interest exists if you take for yourself a business
opportunity which belongs to the Company. These opportunities rightfully
belong to the Company when the Company has first pursued the opportunity,
when the business has been offered to the Company when it is the type of
business in which the company competes, when the Company has funded it, or
when the Company has devoted resources or personnel to develop it. For
example, if, as an employee, you helped develop a training program or
software package and then start a business to sell those products to other
companies outside the Company, you would be improperly taking a business
opportunity belonging to the Company.
CONFIDENTIAL INFORMATION
Confidentiality has always been an essential part of the financial
industry. Our customers give us a great deal of sensitive information
about themselves and trust us to keep this information confidential. It is
your responsibility to safeguard information about the Company, its
customers, suppliers, shareholders and employees. Information you acquire
through your employment must be held in the strictest confidence. This
information is to be used solely for business purposes, and never for
personal gain. It must not be disclosed to anyone else, including family
members or even another employee, unless the other employee has a
legitimate business reason for obtaining the information in order to
perform his or her duties. Except for routine credit inquiries,
confidential information may be disclosed to persons outside the Company
only when authorized in writing by the customer or as required by law
(under subpoena or other process).
INFORMATION ABOUT CUSTOMERS
Employees are often in possession of confidential credit information about
a customer which, if disclosed, could have a material effect on the
customer's operations or business reputation, or on the market for the
customer's securities. Any disclosure of privileged or material
information could expose the Company and the employee disclosing the
information to liability. To limit this possibility, confidential
information should be shared with other departments or affiliates only as
specifically needed to perform work activities. This is particularly true
of relationships between the trust, investment, lending and non-deposit
product function for the Company. Indiscriminate handling of documents,
and discussion of business in public or common areas such as elevators,
hallways and rest rooms should be avoided.
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INFORMATION ABOUT THE COMPANY
You must not disclose information concerning business plans, customer lists
and databases, or reports resulting from regulatory examinations.
Releasing financial information about the Company is discussed under
"Insider Trading".
Preservation of confidentiality. As a condition of your employment at UTC
or one of its affiliates, you agree to regard and preserve as confidential
any information which is generally described above, including any
information which you may develop or obtain during the course of your
employment. You agree that you will not, without written authorization
from UTC or its affiliates, use any such confidential information for your
own benefit or purpose and you will not disclose such information to others
at any time, either during the time which you were employed with UTC or its
affiliates or at any time thereafter, irrespective of the reason for your
termination of employment, including involuntary or voluntary termination
and retirement. Of course, you may disclose information necessary in the
performance of work for UTC and its affiliates.
Removal of Documents. You agree not to remove from the premises of UTC or
its affiliates, except in your capacity as an employee and in pursuit of
business on behalf of UTC or its affiliates any documents or objects
containing or reflecting confidential information as described above. You
recognize that any such information, even if developed by you, is the
exclusive property of UTC or its affiliates.
INSIDER TRADING
Information about the Company is disclosed to the public in a way so that
everyone interested in the Company or its securities will receive that
information at the same time. Early or unauthorized disclosure is a
violation of federal securities laws.
The use of material non-public information concerning the Company or any of
its affiliates (also known as "inside information") in securities
transactions ("insider trading"), or the communication of that information
to others who use it in securities trading, may violate federal securities
laws. Violations of these securities laws are likely to result in harsh
consequences for the individuals involved, including:
* Exposure to investigations by the Securities and Exchange
Commission (SEC); Criminal and Civil prosecution;
* Relinquishing any profits realized or losses avoided through
use of the information;
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* Penalties of up to $1,000,000 or three times the amount of any
profits or losses, whichever is greater;
* Prison terms of up to ten years, and/or;
* Possible additional liability in private lawsuits brought by
persons with whom the employee engages in securities
transactions.
Insider trading violations can also expose the Company and its employees
acting in supervisory capacities to civil liabilities and penalties for the
actions of employees under their control who engage in insider trading.
The Company has adopted this policy statement to ensure that insider
information will not be used by employees in securities transactions and to
ensure that the confidentiality of the information will be maintained.
This policy also applies to securities transactions made by individuals who
reside in the same household with employees. Strict compliance is expected
from all employees and members of their households. Any violation may
result in disciplinary action, up to and including termination of
employment.
No employee or member of an employee's household may purchase or sell any
security whether or not issued by the company, if that employee possesses
non-public material information concerning union trust, its affiliates or
any public company, any employee with knowledge of material information
regarding union trust, its affiliates or another company that transacts
business with the company (such as a merger, acquisition candidate or
vendor, etc) shall not communicate such information to any other person
unless that person requires the information in order to perform his or her
professional duties.
Employees should consult with the CFO or the CEO if they have any questions
pertaining to these restrictions.
"Material Information" means information relating to the Company (or any
other company with publicly traded securities), or its affiliates, its
business operations or securities, which would be likely to affect the
market price of any of its securities, or would be likely to be considered
important by an investor in determining whether to buy, sell, or hold those
securities if the information were to be publicly disseminated. Some
examples of the types of information often found to be "material" are:
* Earnings estimates;
* Dividends;
* Acquisitions, including mergers and tender offers;
* Sales of substantial assets;
* Significant write-downs of assets or additions to reserves or
bad debts or contingent liabilities;
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* Liquidity problems;
* Important management developments;
* Public offerings;
* Major price or marketing changes;
* Significant litigation or investigations by internal auditors
or government bodies.
Information about a company should be considered non-public if it is not
widely disseminated to the general public. Information would generally be
deemed "widely disseminated" if it has been disclosed, for example, in:
* Radio or television;
* Newspapers or magazines;
* Public documents filed with SEC, such as periodic reports,
prospectuses or proxies.
Employees, immediate family members and others residing at their place of
residence, may not purchase or sell a security until at least 48 hours
after the material non-public information the employee possesses has been
widely disseminated.
SALE OF TRUST ASSETS
Employees of the Company and its affiliates are generally not permitted to
purchase assets owned by or administered by Union Trust Company in its
custodial, administrative, or fiduciary capacity or any Company affiliate.
Reference should be made to the Company's Trust Policy for additional
details about the sale of trust assets to employees.
MAINTAINING THE ACCURACY OF BANK RECORDS
The Company's records must be completely accurate. In order to insure such
accuracy, you must continually provide information to others within the
Company that it is accurate, complete, objective, relevant, timely and
understandable. You may not make any false or misleading entries in the
Company's books, records, or filings or provide false information to
anyone. Your appropriate actions will insure that the Company will timely
record all transactions correctly in accordance with regulatory
requirements.
If you become aware of questionable accounting or auditing matters, you
must report such to the Auditor. This submission may be anonymous, if you
so choose. The Audit Committee is charged with receiving and handling all
such issues in a confidential manner. When appropriate, the Audit
Committee will promptly report violations of the Code of Ethics in
accordance with rules and regulations established by the Securities and
Exchange Commission.
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BREACH OF TRUST OR DISHONESTY
As a Company employee, you must comply with all laws and regulations,
including those specific to our industry. If you specifically violate any
applicable banking industry laws (such as check kiting, embezzlement,
accepting or making fraudulent statements or making fictitious loans), you
will lose your job and in most cases, suffer the consequences of criminal
prosecution. If you are convicted of a criminal offense, whether or not it
is related to the Company, you will still face substantial fines and
imprisonment.
Specifically, the law prohibits:
* Taking any money, funds, credits, assets, securities, software,
or other property from the Company, including embezzlement of
misappropriation of funds.
* Taking gifts, favorable treatment, bribes or anything of value
in conjunction with general business decisions or Company
transactions.
* Making false entries in accounting records, reports, financial
statements or other documents.
* Using threats, physical force or other unauthorized means to
collect money.
* Using Company funds or assets to finance campaigns for
political office.
* Making a loan or giving a gift to an examiner who has the
authority to examine the Company or any of its affiliates or to
an external auditor who has the authority to audit the Company
or any of its affiliates.
* Failing to report currency transactions and other matters as
required by the Bank Secrecy Act.
* Knowing that a criminal offense has been committed and not
notifying appropriate Company personnel and helping someone
avoid capture or punishment.
If you have reason to suspect illegal or unethical activity is taking place
within the Company, it is both your right and responsibility to report it.
Contact your manager, who will confer with the CEO and describe the
problem. You will be provided with follow-up information when it is deemed
appropriate.
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Outside Activities
Involvement in civic and political activities is beneficial to an
employee's personal growth and influence within his or her community and
profession, as well as to the Company. However, you are expected to avoid
any outside interest or activity that will interfere with your duties at
the Company. Generally, your outside interests or activities should not:
* Significantly encroach on the time or attention you devote to
your duties.
* Adversely affect the quality of your work
* Compete with the Company's activities
* Involve any significant use of Company equipment or supplies
* Imply Company sponsorship or support
* Adversely affect the Company's reputation
Civic Activities: Active participation in religious, community,
professional or charitable organizations is encouraged. Approval is not
required to participate in or accept appointment as a trustee, director or
officer of a non-profit organization unless there is a lending relationship
or some other potential conflict of interest between the organization and
the Company.
Political Activities: You are encouraged to participate in political
activities on your own time and in accordance with your individual desires
and political preferences. However, it must be clear to all times that
your participation is done as an individual and not as a representative of
the Company.
Business and Employment Activities: You may not accept a position as a
director, trustee, officer, owner or general partner of an outside business
organized for profit without the prior written approval of the President.
You should not invest in or have a personal business involvement with a
customer if you are responsible for the management of the Company's
relationship with that customer.
Fiduciary Activities: To avoid the appearance of conflicts, you should not
agree to serve as an executor, trustee, personal trust advisor, guardian or
other position for anyone except a member of your family without prior
approval. If you aren't sure whether a particular situation presents a
conflict of interest, ask your manager for clarification, since serving in
this capacity requires prior written approval from the President or his/her
designate.
Employees may not accept bequests from Company customers. If this should
occur, you must take whatever legal steps are necessary to renounce the
bequest. Any exception to this policy will be based on a clear
representation that you had a close personal relationship with the deceased
which was unrelated to your employment with the Company.
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PERSONAL FINANCES
No profession or industry has been held to a higher standard of conduct or
provided greater public service than the banking industry. Companies have
traditionally recognized their duty to act in a manner of public trust and
confidence. Because you are a professional within the financial industry,
our customers have the right to assume that you manage your finances
impeccably. Consequently, you must avoid activities that may cause the
public to lose confidence in you or the Company. It is imperative that
employees avoid overdrafts, misuse of Company accounts, check kiting or
involvement in criminal misuse of an account. In fact, engaging in any of
these activities could subject you to disciplinary action, up to and
including termination.
BORROWING OR LENDING MONEY
Extending credit is an essential function of our Company. As an employee,
you must be especially careful how you conduct your personal borrowing or
lending activities. These guidelines will help prevent conflicts of
interest and/or violations of federal law. When necessary, contact your
manager to begin the approval process.
* Without the prior written approval of the President, or where
applicable, the Board of Directors, you should not borrow from
a Company customer or borrow personally from employees.
Neither should you co-sign, endorse or assume liability for
borrowing of any customer (except a member of your family).
* Directors and executive officers are subject to the borrowing
limitations of Regulation O, a federal regulation which
pertains to lending to a director or executive officer, it is
your responsibility to understand and comply with Reg O.
* Lenders may not offer preferential interest rates, terms or
waived fees on any kind of loan to any director or executive
officer unless widely available to other employees.
ACKNOWLEDGMENT
At the time of each employee's review, or at least annually, each employee
must sign an acknowledgment of their receipt and review of the current Code
of Ethics with all appropriate disclosures noted.
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