BANK MUTUAL CORPORATION 
CODE OF CONDUCT

III.     PERSONAL FINANCES AND INVESTMENTS

1 - Management of Personal Finances
2 - Overdrafts
3 - Garnishment of Wages
4 - Investments
5 - Personal Borrowings
6 - Borrowing from Customers or Investing with Customers
7 - Borrowing or Lending Between Employees
8 - Note Endorsement
9 - Credit Records on Employees
10 - Failure to Manage Personal Finances Properly

1. Management of Personal Finances.

i. You shall manage your personal finances in a manner that assures that you will not discredit yourself, Bank Mutual, or the holding corporation, and you shall avoid any embarrassing situation that might improperly reflect or influence judgments or advice you give on behalf of Bank Mutual in the course of business. NOTE: Your personal financial responsibility demonstrates Bank Mutual's ability and worthiness to manage customers' financial affairs.

ii. You shall maintain an excellent credit record. If you have difficulty meeting your credit obligations, you are urged to discuss your situation with the Human Resources Director.

iii. You shall not -

a) Write non-sufficient fund checks,

b) Engage in check-kiting,

c) Fail to follow account rules and regulations for deposit and credit accounts, or

d) Process or approve transactions to your own account, or to the accounts of your immediate family (spouse, children, or parents). These transactions are to be processed by another employee of your branch or department.

e) Act in any manner that is contrary to Bank Mutual's Code of Conduct Policy.

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2. Overdrafts

i. All Officers and Employees -

a) You shall not overdraw your accounts at Bank Mutual. If an inadvertent overdraft occurs, the decision whether to pay or to return the item will be handled in the same manner as it would be for a regular customer, in accordance with the normal bank policy for returned items.

In any event, when an overdraft occurs, you will be charged an overdraft fee based on the current fee schedule.
b) Repeated overdrafts with Bank Mutual will subject you to disciplinary action, up to and including termination.

ii. Supervisors and Department Managers -

a) If an employee overdraws an account with Bank Mutual, the matter shall be referred to the Human Resources Director, who shall counsel the employee and issue a written warning.

b) If the employee has overdrafts following the counseling and warning, the Human Resources Director, shall take the appropriate disciplinary action, up to and including dismissal.

c) Employee overdrafts are to be processed in accordance with the normal bank policy for returned items and fee collection. Supervisors are not to make exceptions to normal policy for employee accounts.

If any Bank Mutual employee or officer places undue pressure to deviate from Bank Mutual's normal policies, the matter should be reported to the Senior Vice President of Retail Banking.

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3. Garnishment of Wages.

i. If a garnishment of wages is served on you, you shall notify your supervisor or department manager, who, in turn, shall notify the Human Resources Director before any further action is taken.

NOTE: According to the Consumer Credit Protection Act, one garnishment also includes successive garnishments, levies, orders, and the like on the same judgment. If you are subject to garnishments for more than one indebtedness (for other than those arising from consumer credit transactions), you will be subject to discipline up to and including discharge and forfeiture of all benefits.

ii. The Human Resources Department shall carefully monitor any situation where a garnishment exists or the employee is considering the filing of bankruptcy. If circumstances justify that the employee has become a poor risk from a financial security point of view, the Human Resources Director shall carefully consider whether or not the employee's employment with Bank Mutual should be continued.

iii. When the Human Resources Director is notified of a garnishment, the Human Resources Director shall offer help to the employee in working out payment plans and schedules with creditors.

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4. Investments.

i. You shall not acquire or own stock of independent savings institutions, banks, mortgage companies, securities companies, or insurance companies in anticipation of a sale or merger with Bank Mutual.

ii. You shall carefully consider any investment you are planning to make in stock of small financial companies, even though your investment intent is in good faith and without prior inside knowledge.

iii. You shall not invest, directly or indirectly, in any non-publicly-traded company or enterprise that supplies goods and services to Bank Mutual, unless you fully disclose the relationship and obtain prior written approval from the Executive Committee.

iv. You shall not speculate, borrow excessively, or gamble since such activities are inconsistent with your position with Bank Mutual.

v. Officers - You are discouraged from operating a commodity margin account as such activity is highly volatile and might reflect negatively on your position with Bank Mutual. You shall evaluate the risks involved when leverage is used to finance investments in stocks and bonds that are subject to erratic changes in market value.

vi. You shall report to the Secretary of Bank Mutual any interest you, or any relatives of yourself or your spouse who live in your household, have in a non-publicly owned enterprise or a material interest in a publicly held enterprise if -

a) The enterprise is a substantial competitor of Bank Mutual,

b) The enterprise borrows from or has placed securities with Bank Mutual and you are directly involved in the relationship between Bank Mutual and the enterprise,

c) Any part of the enterprise is a seller or supplier of securities, goods, or services to Bank Mutual and you deal directly with the enterprise in that activity, or

d) You deal directly with the enterprise in its purchase or receipt of securities, goods, or services from Bank Mutual.

NOTE: A "non-publicly owned enterprise" is considered to be any enterprise that is not a corporation whose shares are listed on a national securities exchange, or are widely held and frequently traded in an over-the-counter market.

A "material interest" is one that exceeds 0.10 percent of the estimated value of the equity securities of the enterprise or the greater of $10,000 or 5% of the estimated gross value of assets of the family group, not including the value of personal residences and tangible personal property.

vii. You shall not use Bank Mutual's resources or influence to further your personal investments.

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5. Personal Borrowings.

If you are an executive officer of Bank Mutual, you shall submit reports of your indebtedness to Bank Mutual's Board of Directors according to the specific requirements of Regulation O.

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6. Borrowing from Customers or Investing with Customers.

i. You shall not borrow from Bank Mutual's customers or suppliers except in the ordinary course of a retail credit card or retail mortgage transaction.

ii. You shall not invest personal funds with any borrowing customer of Bank Mutual if any possible conflict of interest might occur. If you are uncertain whether or not a conflict might exist or occur, consult Bank Mutual's internal auditor.

iii. You may invest funds, such as purchases of stock, through a registered broker.

iv. Any borrowings you have with financial institutions affiliated with Bank Mutual shall be in accordance with the applicable laws and regulations.

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7. Borrowing or Lending Between Employees.

You shall not borrow from or lend money to another employee.

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8. Note Endorsement.

If you endorse or become the co-maker of a note for another person, you shall make payment in accordance with the terms of the note if the maker fails in his payment.

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9. Credit Records on Employees.

i. The Human Resources Department will obtain a credit record on all applicants who become final candidates to ensure that all applicants have demonstrated personal financial responsibility.

ii. If an employee appears to be having difficulty meeting their credit obligations, the Human Resources Department may counsel the employee or take other appropriate action, i.e. discipline, up to and including termination, and if deemed appropriate by the Human Resources Department, obtain a current credit record on the employee.

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10. Failure to Manage Personal Finances Properly.

If you fail to manage your personal finances properly, even after counseling and warning, Bank Mutual may terminate your employment.

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Bank Mutual Corporation, November 2006