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                                  Exhibit 99.1


                            LSB CORPORATION/RIVERBANK
                          CODE OF PROFESSIONAL CONDUCT

TABLE OF CONTENTS



                                                                                                       
I. Statement of Purpose...................................................................................2

II. Conduct of Personal Affairs...........................................................................2

III. Conflict of Interest.................................................................................3
         (a) Insider Transactions.........................................................................3
         (b) Role of Personal Friendship and Family Ties in the Conduct of
         Corporation/Bank Business........................................................................3
         (c) Reciprocity with other Financial Institutions................................................3
         (d) Borrowing from Customers or Vendors..........................................................3
         (e) Personal Investments.........................................................................3

IV. Professional Conduct..................................................................................4
         (a) Confidential Information.....................................................................4
         (b) Disclosure to Auditors and Examiners.........................................................4
         (c) The Giving and Receipt of Gifts..............................................................4
         (d) Entertainment................................................................................5
         (e) Disclosure of Corporate News and Information.................................................5
         (f) Recommending Firms and Services to Customers.................................................5
         (g) Legal, Tax or Investment Advice..............................................................5
         (h) Fee for Speeches or Articles.................................................................5
         (i) Major Civil or Criminal Proceedings..........................................................5
         (j) Honest and Fair Treatment of Customers and Vendors...........................................6

V. Outside Activities.....................................................................................6
         (a) External Employment and Affiliations that may Conflict with
         Corporation/Bank Business........................................................................6
         (b) Charitable Contributions.....................................................................6
         (c) Involvement in Political Activities..........................................................7

VI. Bank Resources........................................................................................7
         (a) Use of Corporation/Bank Resources for Personal Needs.........................................7
         (b) Purchase of Assets from the Corporation/Bank.................................................7

VII. Loans to Officers or Directors.......................................................................8

VIII. Accountability......................................................................................8
         (a) Violation and Internal Reporting.............................................................8
         (b) Waivers......................................................................................8
         (c) Investigations...............................................................................8

IX. Code Changes..........................................................................................9







                            LSB CORPORATION/RIVERBANK
                          CODE OF PROFESSIONAL CONDUCT

I. STATEMENT OF PURPOSE

LSB Corporation/RiverBank ("Company") is a public trust that is dependent on the
confidence of our customers, depositors and the community at large. The people
and institutions we serve expect that all those associated with the Company will
fulfill their professional responsibilities and conduct their personal affairs
in accordance with the highest ethical standards and with a total commitment to
the maintenance of public confidence, respect and trust.

Given the importance of this fundamental concept and in recognition of the need
to develop a common understanding of its implications, the Directors have
adopted the following code as a guide for all Company Directors, Officers and
employees ("Personnel"). The code is not a reiteration of those behavioral
prohibitions and restrictions contained in current law and regulation. Rather,
the code focuses on some of the more sensitive issues that are subject to
individual judgment, over and above one's obligation to abide by all applicable
law and regulation. It is designed to complement existing personnel policies and
current law. In addition, the code recognizes the fact that the appearance of
inappropriate conduct can be just as harmful to the Company's and an
individual's reputation as actual misconduct.

All personnel are expected to subscribe, not only to the provisions of the code,
but also to the spirit in which it is being presented. Questions concerning any
aspect of the code should be submitted to the Chief Executive Officer, the
Director of Human Resources, or, if you prefer, to your manager.

II. CONDUCT OF PERSONAL AFFAIRS

In the business of banking, personal integrity must be considered a basic
measure of the professional competence of management and the Company as a whole.
To deny or ignore this special requirement could seriously jeopardize the
Company's most important strength -- the confidence and respect of customers,
employees and the community at large.

In judging personal integrity, the banking public will not only be aware of our
professional behavior but will also rate our personal conduct. It is vital,
therefore, that all personnel conduct their professional affairs, including
financial matters, in a manner that will serve to enhance their trustworthiness
and the Company's reputation in the community.




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III. CONFLICT OF INTEREST

(a)  Insider Transactions

     A "conflict of interest" may occur when one's private interests interfere
     in any way -- or even appear to interfere -- with the interests of the
     Company.

     If personnel (or a member of the immediate family) have a personal or
     professional financial interest, either direct or indirect, in a Bank loan,
     purchase, sale, or investment decision, the individual must disclose the
     interest and disqualify himself or herself from participating in the
     transaction. In addition, the individual must not, either directly or
     indirectly, attempt to influence those who make the decision. All such
     insider transactions, regardless of amount, shall be recorded and
     maintained on file by the clerk/secretary.

(b)  Role of Personal Friendship and Family Ties in the Conduct of Company
     Business

     Personnel shall not use their positions with the Company to obtain or seek
     to obtain personal favors or other advantage from other persons or
     institutions for themselves, family members friends or others.

(c)  Reciprocity with other Financial Institutions

     Under no circumstances will the Company be a party to a formal or informal
     reciprocal arrangement with any other financial institution that results in
     personal benefit or gain to personnel.

(d)  Borrowing from Customers or Vendors

     Personnel should avoid circumstances that might introduce a bias or
     appearance of bias in dealing with the Company's customers or vendors.
     Borrowing from customers or vendors is prohibited except from those firms
     that normally engage in lending as a primary business function. When
     borrowing from such a firm, personnel must not accept more favorable loan
     terms than those terms available to the general public. In addition, any
     loan must not be preconditioned on any reciprocal agreements involving the
     Company. This policy prohibits implicit as well as explicit arrangements.

(e)  Personal Investments

     Personnel may not buy, sell, or trade any securities or commodities for
     their personal investment accounts under circumstances that could result in
     their becoming obligated to any dealer, broker or client that could produce
     or appear to produce a conflict of interest.


                                      -3-





IV. PROFESSIONAL CONDUCT

(a)  Confidential Information

     Personnel, in the course of conducting Company business, may regularly have
     access to non-public information regarding the Company stockholders,
     customers, and vendors. Such information is privileged and must be held in
     the strictest confidence. It is to be used solely for Company purposes and
     not as the basis for personal gain. Except for those disclosures permitted
     by law, such as normal credit reporting procedures, properly documented
     legal demands, and companies performing services on the Company's behalf,
     information shall not be transmitted to persons outside the Company,
     including family or associates, or even to others within the Company who do
     not need to know such information in discharging their duties. The
     restrictions in this paragraph shall also apply to the reports and
     statements prepared for use in the Company's business and not generally
     released.

     It is unlawful to trade in the securities of any company on the basis of
     material non-public information or to disclose such information to others.
     Non-public information about the Company or any of its customers and
     vendors must not be used in any way, directly or indirectly, to benefit
     personnel or their family, friends and associates.

(b)  Disclosure to Auditors and Examiners

     Personnel are expected to cooperate fully with compliance officers,
     auditors, examiners and regulatory authorities and others who are
     conducting authorized examinations, investigations or other reviews of the
     Company's records and business practices. Authorized requests for
     information and access to Company records are to be satisfied in a timely,
     responsive and respectful manner. Adverse information relevant to the
     inquiry should not be concealed.

(c)  The Giving and Receipt of Gifts

     Personnel must decide conscientiously whether or not acceptance of a gift
     or benefit from a stockholder, customer or vendor will give rise to a
     feeling of obligation or will cause misinterpretation. As a general rule,
     gifts of nominal value that constitute tokens may be accepted. Any gift of
     significant value should be politely refused. A gift of money should never
     be accepted regardless of the amount. This policy also pertains to the
     receipt of gifts by members of the immediate family of any personnel.

     No personnel may give a gift of other than nominal value if the
     relationship between the donor and recipient was created through a banking
     transaction.

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(d)  Entertainment

     Personnel may engage in reasonable business-related entertainment of
     nominal value, such as lunches, dinners, etc. Significant entertainment
     expense for any one person or firm is to be avoided whether the expense is
     attributable to infrequent, expensive affairs or frequent, nominally
     inexpensive occasions. In accepting entertainment, personnel must decide
     conscientiously whether or not the result will give rise to a feeling of
     obligation or cause misinterpretation. Accepting significant entertainment
     from any one person or firm is to be avoided.

(e)  Disclosure of Corporate News and Information

     Financial information about the Company is not to be released to any person
     not officially authorized to have such information unless it has been made
     generally available to the public in accordance with applicable
     regulations. Exceptions to this policy must be approved by the Chief
     Executive Officer.

     All personnel should be sensitive to the problems which could result from
     the premature release of confidential information.

(f)  Recommending Firms and Services to Customers

     Personnel should not recommend attorneys, accountants, insurance brokers or
     agents, stockbrokers, real estate agents and the like to customers unless
     in every case several names are given without indicating favoritism.

(g)  Legal, Tax or Investment Advice

     Personnel should not provide advice to customers on matters concerning the
     law, taxes, the preparation of tax returns or investment decisions, except,
     in the case of Directors, as may be required in the ordinary course of his
     or her duties or profession.

(h)  Fee for Speeches or Articles

     Personnel should not accept fees for speeches made or articles written in
     conjunction with official Company business. If fees are offered, they
     should be given to the Company.

(i)  Major Civil or Criminal Proceedings

     Should personnel become involved in a major civil or criminal proceeding
     that might prove embarrassing to the Company, the Chief Executive Officer
     or the Director of Human Resources should be notified immediately.

                                       -5-





(j)  Honest and Fair Treatment of Customers and Vendors

     Personnel should treat all customers and vendors honestly, fairly, and
     objectively. Personnel should avoid any unfair or deceptive practices when
     presenting the Company's products and services to customers.

V.   Outside Activities

(a)  External Employment and Affiliations that may Conflict with Corporation/
     Bank Business

     Employment with the Company must be the primary occupation and must take
     precedence over any other employment or business affiliation. Personnel
     must obtain prior approval for contemplated outside employment from the
     Director of Human Resources or the Chief Executive Officer. Approval
     normally will be given unless such outside employment is not consistent
     with the best interests of the Company. In no instance should personnel
     engage in any outside employment or affiliation which may reasonably
     subject the Company to criticism or adverse publicity, or which will
     encroach on Company working time or necessitate such long hours as to
     affect his or her physical or mental effectiveness with the Company.

     Any Director who serves on an outside board of directors should abstain
     from Board votes on matters that affect that business.

     Under no circumstances shall personnel engage in any lending or other
     activity competitive with services offered by the Company.

     With the exception of Directors acting in the usual and ordinary course of
     their profession, it is generally not acceptable for personnel to (1)
     prepare, audit, or certify for any third party statements or documents upon
     which the Company might rely for lending or other purposes; (2) render
     investment counsel or other advice based upon information, reports, or
     analyses that are accessible primarily from or through Company employment;
     or (3) render professional services for any Company vendor or customer.

     When any Directors, in the usual and ordinary course of his/her profession,
     does render to a third party any such service upon which the Company is
     looking to rely, such Director shall abstain from any deliberation or vote
     on that matter.

(b)  Charitable Contributions

     Charitable contributions in terms of both time and money by personnel are
     encouraged. The Company will not reimburse personnel for financial

                                       -6-





     contributions, but will authorize the use of Bank time and facilities for
     reasonable charitable involvement with, in the case of Officers and
     employees, approval of the appropriate division senior manager or the Chief
     Executive Officer.

(c)  Involvement in Political Activities

     The Company does not prefer one political party over another. Personnel may
     not suggest that the Company supports or endorses any political party or
     candidate. Company facilities, equipment, and supplies may not be used by
     or on behalf of any political party or candidate. Federal and state laws
     prohibit these kinds of corporate non-monetary contributions as well as
     corporate financial contributions.

     Personnel may engage in political activities provided these activities are
     not conducted on Company time, and provided that they are done as
     individuals and not as representatives of the Company.

     The Company will not reimburse personnel for political contributions.

     The Company may make political loans in connection with campaigns provided
     the loans are made in accordance with applicable laws and regulations and
     within the constraints of normal bank underwriting requirements.

VI.  Bank Resources

(a)  Use of Corporation/Bank Resources for Personal Needs

     Personnel are obligated to protect the Company's assets and ensure their
     efficient use. As a general rule, Company resources may not be used for
     personal needs. However, personnel who donate their time and energy in
     support of charitable or socially desirable projects which will reflect
     credit on the Company may make reasonable use of bank resources such as
     occasional administrative support, use of community rooms, etc. Under no
     circumstances is Company property to be removed from the appropriate
     office.

     The Company has the right to examine personnel's use of Company property
     including the contents of any computer, use of all communications devices
     (telephones, voice mail, pagers, fax machines, e-mail, on-line services)
     and any furniture, desk or filing cabinets. Personnel should have no
     expectation of privacy regarding activities while on Company premises or
     when using Company facilities and equipment.

(b)  Purchase of Assets from the Company

     Sale of assets of significant value to personnel are subject to the
     Massachusetts Statute of Banks and Banking, Chapter 168, Sections 19 & 20.


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VII. Loans to Officers or Directors

     All loans to Officers and/or Directors and especially those to policy
     making Officers, members of the Board of Directors and/or other business
     entities over which they exercise any degree of control are subject to
     Chapter 168, Section 19 and Chapter 172, Section 18 of the Massachusetts
     Statutes, and Section 337 of the FDIC Rules and Regulations, and the
     restrictions contained in subpart A of Federal Reserve Bank Regulation O.

     All loans to Officers and Directors are to be made in accordance with the
     appropriate provisions of the Bank's Credit Policy Manual.

VII. Accountability

(a)  Violation and Internal Reporting

     Violations of this code, including failure to report possible violations by
     others, is a serious matter that may result in disciplinary action, up to
     and including termination of employment. If personnel believes that a
     violation of this code has occurred, he or she should notify promptly the
     Chief Executive Officer, any Executive Vice President, the Director of
     Human Resources or a member of the Audit Committee of the Company's Board.
     The notification will be handled in a sensitive and appropriate manner. No
     personnel will be subject to retaliation for raising, in good faith,
     legitimate concerns or questions about possible violations of this code.
     Anonymous reports are welcome. Knowingly false reports will be subject to
     disciplinary action.

(b)  Waivers

     Any waiver of this code for Directors or executive officers may be made
     only by the Board of Directors of the Corporation and must be promptly
     disclosed to the Corporation's stockholders, along with the reasons for the
     waiver. The Board of Directors will consider requests for waivers on a case
     by case basis and reserves the right to grant or deny such a request in its
     sole discretion.

(c)  Investigations

     Appropriate departmental personnel will investigate allegations of
     violations of the code or other wrongdoing. Depending on the circumstances,
     alleged violations will be reported to the Board of Directors (or, as
     appropriate, to the Audit Committee) or to applicable authorities.
     Personnel are expected to cooperate fully with both internal and external
     investigations. Unless specifically authorized by the Chief Executive
     Officer or the Audit Committee, personnel must maintain the confidentiality
     of any investigation and all related

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     documentation. The Company may determine, in its sole discretion, the
     nature, manner and extent of any disciplinary action.

IX.  Code Changes

     The Company may modify this code in any manner in its sole discretion and
     without notice.

Approved by Board of Directors November 16, 2006


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