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EXHIBIT 14
[SEACOAST FINANCIAL SERVICES CORPORATION LOGO]
CODE OF ETHICS AND BUSINESS CONDUCT
POLICY
APPROVED BY:
Risk Management Committee: February 24, 2004
Board of Directors: February 26, 2004
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[SEACOAST FINANCIAL SERVICES CORPORATION LOGO]
CODE OF ETHICS AND BUSINESS CONDUCT
POLICY
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
INTRODUCTION AND SCOPE..........................................................1
CONFIDENTIALITY.................................................................1
ETHICAL CONDUCT.................................................................2
FAIR AND ACCURATE DISCLOSURE....................................................2
COMPLIANCE WITH LAWS............................................................4
CONFLICT OF INTEREST............................................................4
DEFINITIONS.....................................................................4
POLITICAL ACTIVITY..............................................................5
GIFTS, GRATUITIES, FEES AND OTHER PAYMENTS .....................................5
POLICY ADMINISTRATION; REPORTING OF AND DISCIPLINE FOR VIOLATIONS; WAIVERS......8
CONFLICT OF INTEREST NOTIFICATION..............................................10
EXCESSIVE VALUE NOTIFICATION...................................................11
FRAUD STATEMENT................................................................12
ACKNOWLEDGEMENT................................................................13
</Table>
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[SEACOAST FINANCIAL SERVICES CORPORATION LOGO]
CODE OF ETHICS AND BUSINESS CONDUCT
POLICY
I INTRODUCTION AND SCOPE
GENERAL STATEMENT
Throughout the years, Seacoast Financial Services Corporation and its subsidiary
companies (collectively the "Company") have possessed a reputation for honesty,
integrity and high moral ethics. Because of this, the Company has earned and
maintained the trust and confidence of the people we serve. This expression of
confidence is directly related to the Company's philosophy of encouraging high
standards among its directors, officers, and employees.
To reinforce the philosophy expressed above, the following statements of policy
have been adopted by the Risk Management Committee and the Board of Directors
and it is furnished to you for your information and guidance. You are requested
to read this policy, to understand its purpose, to make appropriate disclosures
to the Senior Officer designated or to the Board of Directors, and to consult
with management if there are uncertainties or questions about the meaning of
this policy.
SCOPE
This policy applies to all officers, employees, directors, attorneys, or agents
of the Company, including its Principal Executive, Financial and Accounting
Officers.
II CONFIDENTIALITY
Confidentiality is the cornerstone which upon a reputation for high integrity is
based. The confidential information or property of Company customers, acquired
by a director, officer, employee or other individual, through his/her
relationship with the Company must be held in the strictest of confidence both
while employed by the Company and afterwards. Confidential information also
includes information having commercial value that has been developed or is
possessed by the Company or to which the Company has rights, including trade
secrets, product ideas, purchasing or marketing plans and strategies, methods or
operation, business plans, sales and financial reports and forecasts, cost
information, personnel information concerning other employees of the Company and
customer lists. Confidential information must be used solely for Company
purposes and not as a means for personal gain by a director, officer, employee
or other individual.
Confidential information or property may be accessed only by those who have a
demonstrable "need to know." In no case may any director, officer or other
employee transmit confidential information to persons outside the Company or
even to other employees of the Company who do not need to know such confidential
information in carrying out their duties as employees. Transmitting confidential
information to persons who do not need to know such information is improper
conduct. Moreover, directors, officers and employees may be considered
"insiders" under the definition of the Securities and Exchange Commission and as
such must totally refrain from using (or passing along to others) confidential
information gained in their position.
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III. ETHICAL CONDUCT
PERSONAL REPUTATION
Directors, officers and employees of the Company must conduct themselves at all
times in a manner which reflects credit to the Company. A reputation for high
standards and integrity is a valued asset and once lost is very difficult to
regain.
BUSINESS CONDUCT
In the conduct of the Company's business, no bribes, kickbacks, or similar
remuneration or consideration of any kind are to be given or offered to any
individual or organization. The activities of the Company, and its employees,
must always be in full compliance with the applicable laws and regulations. When
such laws are ambiguous or difficult to interpret, you are encouraged to seek
guidance from Senior Management who in turn may determine that legal counsel is
needed to arrive at an appropriate decision. Senior Management needs to be
informed of all matters considered pertinent to the Company's position.
Moreover, in dealing with the Company's auditors and attorneys, complete candor
is essential.
CONDUCT ON COMPANY PREMISES
Any dishonest, destructive, illegal, or unethical act against the Company's
services, property, revenues, customers, or employees by others, should be
reported immediately to your Division Head (or senior officer), the Human
Resources Director, the Compliance Officer, or the Security Officer without fear
of reprisal. The confidentiality of all such reports will be maintained to the
extent permissible by law or regulation. You, alone, are accountable for your
actions; integrity is a personal responsibility.
IV. FAIR AND ACCURATE DISCLOSURE
RECORD KEEPING
The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. For example, only the true and
actual number of hours worked should be reported. Many employees regularly use
business expense accounts, which must be documented and recorded accurately. If
you are not sure whether a certain expense is legitimate, ask your Division Head
(or senior officer) or the Human Resources Director.
All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained.
Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos, and formal reports.
Records should always be retained or destroyed according to the Company's record
retention policies. The space available for the storage of Company documents,
both on paper and in electronic form, is limited and expensive. Therefore,
periodic discarding of documents is necessary. On the other hand, there are
legal requirements that certain records be retained for specific periods of
time. Employees who are unsure about the need to keep particular documents
should consult with senior management or, if you are a director or other member
of senior management, the Company's outside legal counsel, so that a judgment
can be made as to the likelihood that the documents will be needed.
Whenever it becomes apparent that documents of any type may be required in
connection with a lawsuit or government investigation, all possibly relevant
documents should be preserved, and ordinary disposal or alteration of documents
pertaining to the subjects of the litigation or investigation should be
immediately suspended. If you are uncertain whether documents under your control
should be preserved because they might relate to a lawsuit or investigation, you
should contact senior management or, if you are a director or other member of
senior management, the Company's outside legal counsel.
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RESPONSIBILITIES OF PRINCIPAL EXECUTIVE, FINANCIAL AND ACCOUNTING OFFICERS
This Code of Ethics and Business Conduct is intended and designed to promote
full, fair, accurate, timely and understandable disclosure in the Company's SEC
filings and other public communications. The Company's Principal Executive,
Financial and Accounting Officers - consisting of the Chief Executive Officer
and the Chief Financial Officer - hold an especially important and elevated role
in corporate governance. They are vested with both the responsibility and
authority to protect, balance, and preserve the interests of all of the
Company's stakeholders, including shareholders, clients, employees, suppliers,
and citizens of the communities in which business is conducted. The Principal
Executive, Financial and Accounting Officers fulfill this responsibility by
prescribing and enforcing the policies and procedures employed in the operation
of the Company's financial organization, and by demonstrating the following:
The Principal Executive, Financial and Accounting Officers will exhibit and
promote the highest standards of honest and ethical conduct through the
establishment and operation of policies that:
- - Encourage professional integrity in all aspects of the financial
organization, by eliminating inhibitions and barriers to responsible
behavior, such as coercion, fear of reprisal, or alienation from the
financial organization or the enterprise itself.
- - Reduce or eliminate the occurrence of conflicts between what is in the best
interest of the enterprise and what could result in material personal gain
for a member of the financial organization, including the Principal
Executive, Financial and Accounting Officers.
- - Provide a mechanism for members of the finance organization to inform
senior management of deviations in practice from policies and procedures
governing honest and ethical behavior.
The Principal Executive, Financial and Accounting Officers will establish and
manage the enterprise transaction and reporting systems and procedures to ensure
that:
- - Business transactions are properly authorized and completely and accurately
recorded on the Company's books and records in accordance with Generally
Accepted Accounting Principles (GAAP) and established Company financial
policy.
- - The retention or proper disposal of Company records are in accordance with
applicable legal and regulatory requirements.
- - Periodic financial communications and reports are delivered in a manner
that facilitates a high degree of clarity of content and meaning so that
readers and users can determine their significance and consequence.
IMPROPER INFLUENCE IN THE CONDUCT OF AUDITS
Shareholders, customers, and employees expect and deserve accurate financials
from the Company. To ensure ethical reporting, any Director or Officer of the
Company, or any other person acting under the direction of such Director or
Officer, is prohibited from taking any action to fraudulently influence, coerce,
manipulate or mislead any independent public or certified accountant engaged in
the performance of an audit of the financial statements of the Company for the
purpose of rendering such financial statements materially misleading.
Concerns regarding questionable accounting, internal accounting controls or
auditing matters may be reported anonymously directly to the presiding Chairman
of the Audit Committee without fear of reprisal. (Refer to the COMPLAINT POLICY
for detailed procedures).
The Audit Committee shall be responsible to review complaints received by the
Company regarding accounting, internal accounting controls, or auditing matters.
The Audit Committee shall ensure that employees who report such complaints are
not fired, demoted, suspended, threatened, or otherwise discriminated against
because of the employee's involvement in a securities or fraud-related
investigation involving the Company.
NOTE: TO FACILITATE AND EXPEDITE THE INVESTIGATION, WE ENCOURAGE
INDIVIDUALS TO BE VERY SPECIFIC WHEN DESCRIBING THE COMPLAINT.
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V. COMPLIANCE WITH LAWS
We must always strive to maintain the highest standards of integrity and
honesty. We must always act in compliance with Company regulations and
procedures; federal, state, and local laws; and regulatory agencies'
requirements which apply to the Company's business. Although not all employees
are expected to know the details of all of these laws, it is important to know
enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.
VI. CONFLICT OF INTEREST
Directors, officers and employees of the Company should avoid any situation
where personal interest conflicts with the interests of the Company. The Company
prohibits directors, officers and employees from self-dealing or otherwise
trading their positions with the Company or accepting from one doing or seeking
to do business with the Company a business opportunity not available to other
persons or that is available because of the directors, officers or employees
position with the Company.
Directors, officers and employees of the Company should not represent the
Company in any transaction where they have a material connection or a financial
interest. (Examples of material connections include relatives or close personal
friends, whether the transaction involves them as individuals or as principals
in a firm doing business with the Company. An example of a financial interest is
an officer's involvement as a proprietor, partner, or joint venture in a firm
doing business with the Company.)
Directors, officers and employees of the Company should avoid taking part in
transactions involving any of the above circumstances. By "transactions," we
mean not only making loans, but also approving overdrafts, accepting checks on
uncollected funds, waiving nonsufficient funds (NSF), overdraft, or late
charges, and waiving the requirement for financial statements or collateral
documents. When there is a potential conflict of interest, ask someone else in
the Company to handle the transaction.
Company employees should consider reporting outside employment to their
immediate supervisor and/or the Human Resources Director to determine if any
potential conflict of interest exists.
In this regard, all directors, officers and employees should disclose all
potential conflicts of interest, including those in which they have been
inadvertently placed due to business or personal relationships with potential or
existing customers, suppliers, business associates, or competitors of the
Company.
NOTE: If applicable, complete the CONFLICT OF INTEREST NOTIFICATION form
(Page 11).
VII. DEFINITIONS
For the purposes of this policy, the following definitions apply:
- - DIRECTOR. A person elected by the stockholders at the annual meeting to sit
on the Board of Directors, and to vote on matters that come before it.
- - OFFICER OR EMPLOYEE. A part-time or full-time salaried officer or employee
of the company.
- - IMMEDIATE FAMILY. Spouse, minor child and/or other dependents of the
officer, employee or director.
- - ATTORNEY. A person admitted to practice law in a jurisdiction, authorized
to perform both civil and criminal legal functions for the company. These
functions include, but are not limited to, drafting of legal documents,
giving legal advice, and representing the company before courts,
administrative agencies, boards, etc.
- - AGENT. A person authorized by the company to act for and on behalf of the
company when dealing with third parties, including but not limited to
consultants, appraisers, and other parties who provide services
representing the company.
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- - RELATED INTEREST. A company controlled by that person, or a political
campaign committee controlled by or benefiting that person. A person is
generally deemed to be in control if he or she owns 25% of the controlled
entity, or owns 10% and is an Executive Officer or Director of the
controlled entity.
- - GIFT. May include cash or property, special discounts, price concessions,
special personal items, special personal entertainment (other than of a
normal social nature), special personal services, gratuitous personal
services, personal favors, or special dispensations of any kind that could
be attributed to the recipient's position or responsibilities with the
company.
VIII. POLITICAL ACTIVITY
The policy of the Company is not to engage in political activity nor make
political contributions from bank funds. The Company, however, does encourage
directors, officers and employees to support authorized political action
committees such as the Massachusetts Bankers PAC, or the America's Community
Bankers PAC, which support banking interests at the State and Federal levels.
Any director, officer or employee of the Company who participates in political
activities or becomes a candidate for an elective or appointed public office
should avoid identifying himself/herself with the Company. The Company's name
should not be used in association with that political interest, nor should
Company stationary be used for correspondence or soliciting funds for a
political party.
This policy is not intended to prevent any director, officer or employee from
making a contribution to any political party or activity from this or her
personal funds.
IX. GIFTS, GRATUITIES, FEES AND OTHER PAYMENTS
PURPOSE
The purpose of this section of the policy is to prohibit officers, directors,
employees, agents/representatives of Seacoast Financial Services Corporation and
its subsidiary companies (collectively the "Company") from soliciting (for
themselves or a third party) or accepting anything of value (other than bona
fide salary, wages and fees) in return for any business, service or confidential
information of the Company.
OBJECTIVES
The objectives of this section of the policy are to define and establish:
1. Complete and total prohibition of soliciting or receiving anything of value
in exchange for favorable treatment in connection with any transaction or
business of this institution.
2. General exceptions to policy.
3. Value limitations on items that may be received.
4. Procedures for disclosure of anything offered or received.
5. Penalties for non-compliance.
6. Written notifications.
GENERAL POLICY
In compliance with the Bank Bribery Laws, 18 U.S.C. 215, employees, officers,
directors, agents or attorneys of the Company are prohibited from: (1)
soliciting for themselves or a third party (other than the Company itself)
anything of value from anyone in return for any business, service or
confidential information of the Company and (2) accepting anything of value
(other than bona fide salary, wages, fees or other compensation paid in the
usual course of business referred to in the 1985 Act at 18 U.S.C. 215(c)) from
anyone in connection with the business of the Company either before or after a
transaction is discussed or consummated.
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1. FEES AND OTHER COMPENSATION - Where the relationship with a customer is
fundamentally the result of employment of the Company, no employee nor any
related interest of such employee or member of his immediate family may
accept any fee of any kind from such customer or other Company
relationship. Likewise, compensation is not acceptable from any source
whatsoever for rendering services of a type which might properly be
performed by the Company as one of its regular services, for referrals, or
for assistance in obtaining any Company services.
2. GIFTS - Employees are strongly discouraged from accepting gifts of more
than very nominal value, excessive entertainment, or other questionable
favors from customers or other associations arising out of the work
relationship. The criticism directed toward a recipient long after the gift
or favor has been forgotten can have enormous negative impact on both the
Company and the individual's career.
3. LEGACIES - Employees may not accept any legacies or gifts from customers
under a deed of trust or under a will unless there is a family or personal
relationship not brought about through Company employment. Each such case
must be discussed with the Division Head when the gift is made known.
4. FIDUCIARIES - No employee, nor any related interest of such employee or
member of his or her immediate family, may accept an appointment as a
fiduciary unless the Company is named agent for the fiduciary and all
compensation as fiduciary is received only by the Company as agent; or
unless there is a family or personal relationship not brought about through
employment.
5. DISCOUNT AND SPECIAL PRICES - When approaching customers for the purchase
of materials they sell or for obtaining services they provide, restraint
should be exercised at all times not to expect special favors or discount
prices that are not generally offered to the public at large.
POSITIONS WITH OTHER ORGANIZATIONS
In order to enhance the stature of the Company in the community and to discharge
our proper civic responsibilities, employees are encouraged to accept
appointments as trustees, directors, or officers of nonprofit organizations such
as educational, religious, and health and welfare institutions. Employees should
also take the opportunity to serve on civic committees and other local or
professional organizations. Service in such organizations is subject to
clearance with the respective Division Head. The holding of such positions may
at times raise questions of conflict of interest, especially where the handling
of funds is involved and personal bond may be required. In such an event, if the
local organization has counsel, (s)he should be asked to rule on any conflict of
interest question, and the opinion of the Company counsel should also be sought.
To avoid various risks and dangers including, among others, possible conflict of
interest, Congress has prohibited by various statutes certain specific
affiliations of directors and staff members of banks. These include servicing as
director, incorporator, officer, or an employee of:
1. Another bank, trust company, savings bank, savings and loan association, or
credit union;
2. A dealer in securities;
3. A public utility holding company or its affiliates;
4. An interstate power company;
5. A registered investment company;
6. An indenture trustee {any obligor of securities from which the Company is
indenture (corporate) trustee}.
Should you currently serve or participate in any of the above positions, please
report your role on the CONFLICT OF INTEREST NOTIFICATION form (see Page 11).
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GENERAL EXCEPTIONS
Exceptions to the general prohibition that officers, employees, directors,
attorneys, or agents may receive things of value in connection with Company
business may include:
1. Gifts based on obvious family or personal relationships where the
circumstances are such that the motivating factor is clearly the family or
personal relationship rather than the business of the Company.
2. Meals, refreshments, travel arrangements, travel accommodations, or
entertainment provided in the course of a business meeting or other
occasion with a bona fide business purpose. This exception presupposes that
the expenses are of reasonable value and would otherwise be paid by the
banking institution as a reasonable business expense if a third party were
not paying.
3. Loans made to Company officials by other financial institutions on
customary terms to finance proper and usual activities of Company officials
(i.e., home mortgage loans, unless otherwise prohibited).
4. Advertising or promotional material "of reasonable value, such as pens,
pencils, note pads, key chains, calendars and similar items".
5. Discounts or rebates on merchandise or services as long as the discounts or
rebates do not exceed those available to other customers.
6. Gifts related to commonly recognized events or occasions, "such as a
promotion, new job, wedding, retirement, Christmas, or bar or bat mitzvah".
The gift must be of reasonable value.
7. Awards recognizing an individual's service and accomplishment in civic,
charitable, educational, or religious organizations.
8. Other circumstances approved in writing on a case-by-case basis where
something of value is accepted in connection with Company business. For
this exception to apply, the approval must be based on a full written
disclosure of all the relevant facts and be consistent with the Bank
Bribery statute.
VALUE LIMITATIONS
The infrequent receipt of meals, entertainment, or gifts of reasonable value by
our officers, employees, directors, attorneys, or agents is permitted. FOR THE
PURPOSE OF THIS POLICY, "REASONABLE VALUE" IS DEFINED AS NOT MORE THAN $200
(WHEN AGGREGATED DURING A CALENDAR YEAR) FOR ITEM(s) RECEIVED.
DISCLOSURE
Each time any of our officers, employees, directors, attorneys, or agents is
offered or receives anything of value beyond what is authorized ($200), that
individual must disclose the following information to the COMPLIANCE OFFICER of
the respective affiliate or subsidiary within 30 DAYS of receipt of gift (see
Page 12).
1. Name of the person giving the gift and his/her company affiliation
2. Nature of the gift
3. Value of the gift
4. Circumstances surrounding the receipt of the gift
The Compliance Officer shall report to the Compliance Committee at its regular
meetings such qualifying items offered or received by any officer, employee,
director, attorney, or agent since the last Compliance meeting. The chairman of
the Compliance Committee (Member of the Board of Directors) shall inform the
Board of Directors accordingly at its regular meetings.
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PENALTIES FOR NON-COMPLIANCE
1. The receipt of anything of value IN EXCESS OF $200 (when aggregated during
a calendar year) in exchange for favorable treatment regarding extension of
credit or any other transaction or business of this institution shall
constitute grounds for immediate dismissal. Additionally, the Compliance
Officer shall report such violations to the appropriate authorities and, if
necessary, to the Department of Justice for further action.
2. Deliberate failure to disclose the receipt of gratuities IN EXCESS OF $200
shall constitute a violation of this policy. Additionally, the receipt of
an excessive number of gratuities as determined by the Board after due
notice to the individual involved, shall constitute a violation of this
policy. Violations of this nature shall result in the individual being
placed on probation for a period not to exceed one year and appropriate
notation made in the individual's personnel file. Any further violations
during this probationary period shall constitute grounds for immediate
dismissal of his/her services.
3. If the value of the item offered or received EXCEEDS $200 and it is proven
to be a violation under the Comprehensive Crime Control Act of 1984, the
offense is a felony punishable by UP TO FIVE YEARS IMPRISONMENT AND A FINE
OF $5,000 OR THREE TIMES THE VALUE OF THE BRIBE OR GRATUITY. If the value
does not exceed $200, the offense is a misdemeanor punishable by UP TO ONE
YEAR IMPRISONMENT AND A MINIMUM FINE OF $1,000.
X. POLICY ADMINISTRATION; REPORTING OF AND DISCIPLINE FOR VIOLATIONS;
WAIVERS
GENERAL
The Risk Management Committee and the Board of Directors shall review this
policy from time to time (not less than annually) and make appropriate changes
as mandated by law or as suggested by Senior Management.
Senior Management will administer this plan and advise the Board on matters
involving real or potential conflicts with the intent of this code.
Each director, officer, employee, and agent will be provided a complete copy of
this code and will be asked to sign a statement acknowledging receipt thereof
and understanding of its contents and provisions.
Any questions regarding proper code of conduct should be referred to your
Division Head (or senior officer), the Human Resources Director, the Compliance
Officer, or the Security Officer of the respective affiliate or subsidiary.
REPORTING SUSPECTED VIOLATIONS
You have a responsibility to report any suspected violation of this Code or
related practices to your Division Head (or senior officer), the Human Resources
Director, the Compliance Officer, or the Security Officer of the respective
affiliate or subsidiary of the Company.
You may report ethical violations in confidence and without fear of retaliation.
If your situation requires that your identity be kept secret, your anonymity
will be protected. The Company does not permit retaliation of any kind against
employees for good faith reports of ethical violations.
All reports of violations, including the identity of the employee making the
report if known, will be kept confidential, to the extent possible under the
circumstances. Employees will not be subject to reprisal or public embarrassment
for making good faith reports of suspected violations of this Code or other
Company practices.
As further described in the Company's COMPLAINT POLICY, the Company has adopted
specific procedures regarding the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls and auditing matters and the
confidential, anonymous submission by Associates of concerns regarding
questionable accounting or auditing matters.
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DISCIPLINE FOR VIOLATIONS
Failure to comply with all rules and procedures herein described may result in
disciplinary action commensurate with the seriousness of the conduct. Such
discipline may include, among other things, written notice to the employee that
the Company has determined that there has been a violation, censure by the
Company, demotion or re-assignment, suspension with or without pay or benefits,
or termination of employment. Among the factors that may be taken into account
in determining the appropriate disciplinary action are the following: (i) the
nature and severity of the violation and the ramifications to the Company of the
violation; (ii) whether the employee involved was directly or indirectly
involved in the violation; (iii) whether the violation appears to have been
intentional or inadvertent; (iv) whether the violation represented an isolated
occurrence or a pattern of conduct; (v) whether the employee had been advised
prior to the violation of the proper course of action; (vi) whether the employee
voluntarily reported the violation; (vii) whether the employee withheld
information concerning the violation; (viii) the degree to which the employee
cooperated with the investigation; (ix) the extent to which the circumstances
reflect inadequate supervision or lack of diligence; (x) the disciplinary action
imposed by the Company for similar violations; and (xi) the employee's past
violations, if any. Records of all violations of this Code and the disciplinary
action taken will be maintained in the employee's personnel file. The Company
will not hesitate to notify and cooperate with the police or other governmental
authorities regarding acts of employees involving violations of law.
Noncompliance with the section of this policy entitled GIFTS, GRATUITIES, FEES
AND OTHER PAYMENTS is also dealt with at the end of that section.
WAIVERS OF THIS CODE OF ETHICS AND BUSINESS CONDUCT
Any waiver of this Code for executive officers or members of the Board of
Directors may be made only by the Board or the Audit Committee and will be
promptly disclosed as required by law or stock exchange rule or regulation.
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[SEACOAST FINANCIAL SERVICES CORPORATION LOGO]
CONFLICT OF INTEREST NOTIFICATION
Directors, officers, employees, as well as attorneys or agents of the Company
should complete this section and send it to: COMPLIANCE OFFICER, COMPASS BANK
FOR SAVINGS, ONE COMPASS PLACE, NEW BEDFORD, MA 02740 if any potential conflict
of interest exists between themselves and any individual doing or seeking to do
business with the Company.
"I, THE UNDERSIGNED, CERTIFY THAT THE FOLLOWING PARTIES REPRESENT TO THE BEST OF
MY KNOWLEDGE ALL POTENTIAL CONFLICTS OF INTEREST, INCLUDING THOSE IN WHICH I
HAVE BEEN INADVERTENTLY PLACED DUE TO EITHER BUSINESS OR PERSONAL RELATIONSHIPS
WITH CUSTOMERS, SUPPLIERS, BUSINESS ASSOCIATES, OR COMPETITORS OF THE COMPANY".
<Table>
<Caption>
COMPANY SOCIAL OR FAMILY
NAME AFFILIATION(s) RELATIONSHIP COMMENTS
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
</Table>
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[SEACOAST FINANCIAL SERVICES CORPORATION LOGO]
EXCESSIVE VALUE NOTIFICATION
Directors, officers, employees as well as attorneys or agents of the Company who
are offered or receive anything of value beyond the authorized limit should
complete this section and send it to: COMPLIANCE OFFICER, COMPASS BANK FOR
SAVINGS, ONE COMPASS PLACE, NEW BEDFORD, MA 02740.
NAME OF PERSON/COMPANY GIVING OR OFFERING THE GIFT:
________________________________________________________________________________
NATURE OF THE GIFT:
________________________________________________________________________________
VALUE OF THE GIFT:
________________________________________________________________________________
CIRCUMSTANCES SURROUNDING THE GIFT:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
- --------------------------------------------------------------------------------
PRINTED NAME SIGNATURE DATE
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[SEACOAST FINANCIAL SERVICES CORPORATION LOGO]
FRAUD STATEMENT
The protection of corporate assets, including information relating to the
conduct of business and monitoring of the internal control structure are basic
management responsibilities. It is the intention of Management and the Board not
to tolerate fraudulent activities such as embezzlement, theft, or false entries
in the Company's records on the part of its officers, employees, directors or
agents.
In addition, to any state and federal laws or regulations, as well as
requirements by the Company's insurance underwriters, management maintains that
it has a moral and civic responsibility to report and prosecute to the fullest
extent of the law, any criminal activity affecting the Company of which it
acquires knowledge.
Officers, employees, directors, attorneys, and agents should report all such
activities to the appropriate Division Head (or senior officer), the President &
CEO, the Human Resources Director, the Compliance Officer, or the Security
Officer of the respective affiliate or subsidiary without fear of reprisal. The
confidentiality of all such reports will be maintained to the extent permissible
by law or regulation.
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[SEACOAST FINANCIAL SERVICES CORPORATION LOGO]
CODE OF ETHICS AND BUSINESS CONDUCT POLICY
ACKNOWLEDGEMENT
I, THE UNDERSIGNED, received my copy of the Seacoast Financial Services
Corporation CODE OF ETHICS AND BUSINESS CONDUCT POLICY as approved by the Risk
Management Committee and the Board of Directors.
I understand that as a director, officer, employee, attorney, or agent of the
Company, it is my obligation to familiarize myself with this policy and to
discharge my responsibilities in accordance with this Code of Ethics and
Business Conduct Policy.
- --------------------------------------------------------------------------------
PRINTED NAME SIGNATURE DATE
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