BANK MUTUAL CORPORATION 
CODE OF CONDUCT

IV. CONFLICTS OF INTEREST

1 - Avoidance of Conflicts of Interest
2 - Insider Trading Prohibited
3 - Avoiding Opporunities for Personal Gain
4 - Gifts and Gratuities
5 - Meals, Refreshments, and Entertainment
6 - Travel and Lodging
7 - Expense Accounts
8 - Loans
9 - Lending Authority
10 - Legal Advice and Drafting of Legal Documents
11 - Transactions with Government Employees
12 - Personal Fiduciary Appointment
13 - Acting as an Agent or Broker
14 - Acting for a Customer
15 - Purchases from Customers, Vendors, or Known Acquirers of Bank Mutual's Assets
16 - Business Opportunities or Benefits
17 - Other Employment
18 - Outside Activities, Directorships, and Other Opportunities
19 - Involvement in Outside Organizations
20 - Political Activities
21 - Items Developed in the Scope of Employment
22 - Hiring of Relatives
23 - Hiring of Referrals

1. Avoidance of Conflicts of Interest.

i. As an employee of Bank Mutual, you shall avoid conduct that conflicts, or appears to conflict, with your duties at Bank Mutual.

ii. You shall not engage in business with individuals or entities that regularly engage in business with Bank Mutual, unless you fully disclose the relationship and obtain prior written approval from the Executive Committee.

iii. You shall examine your relationships and actions on a periodic basis to determine if a conflict of interest, or appearance of a conflict of interest, may be apparent to a customer, a supplier, a shareholder/member, a fellow employee, an examiner, or a government representative, and if so, you shall correct such appearance of a conflict of interest.

iv. Supervisors and Department Managers - If a supervisor observes or knows of a situation in which an employee's position with Bank Mutual might be in conflict with Bank Mutual's interests, the supervisor shall immediately refer the matter to the Human Resources Director.

a) The Human Resources Director shall consult all the parties involved, Bank Mutual's internal auditor, the employee's supervisor or department manager, and senior management before making a decision on the matter.

b) Once the Human Resources Director has made a decision as to whether or not a conflict of interest exists, the Human Resources Director shall notify the employee of the decision and the required resolution.

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2. Insider Trading Prohibited

Bank Mutual Corporation is a shareholder-owned company whose stock trades on The Nasdaq Stock Market®. Federal securities laws require that public companies like Bank Mutual take action to help assure that no one trades in its stock based upon non-public information. Federal securities laws also prohibit anyone from trading in stock while they possess material non-public information about a company. If you have any questions about what is considered to be "material non-public" information, please ask the Chairman/CEO of Bank Mutual.

You may not trade in Bank Mutual common stock if you know of any material non-public information about Bank Mutual Corporation or its subsidiaries. You also may not trade in the transactions of any other company on the basis of material confidential information that you receive as an employee of Bank Mutual or its subsidiaries. You may not profit, either directly or indirectly, from information which you learn in confidence through your employment. Also, you may not pass along this information, or give "tips" to anyone so that they can take financial advantage of this information.

You must comply with any other applicable practices or policies established by the Bank Mutual Corporation Board of Directors relating to insider transactions in Bank Mutual stock. In particular, if you are an officer or key employee covered by any pre?clearance or similar procedures relating to such transactions, you must comply with those requirements.

Bank Mutual Corporation and its subsidiaries take these requirements very seriously. Any violation of federal securities laws or of these rules will be grounds for dismissal.

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3. Avoiding Opportunities for Personal Gain.

You shall not place yourself in a situation where -

i. Your position or responsibilities present an opportunity for personal gain apart from the normal rewards of employment or directorship;

ii. Your personal interests are inconsistent with the interests of Bank Mutual and therefore create conflicting loyalties; or

iii. You give preference to a personal interest when Bank Mutual's interests should come first.

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4. Gifts and Gratuities.

i. Definition of "Personal Benefit" - Any type of gift, gratuity, favor, service, loan, legacy (except from a relative), fee or compensation, or anything of monetary value, with the exception of any gift, gratuity, etc. that is for a nominal value ($75 or less). See the sections below entitled "Meals, Refreshments and Entertainment" and "Travel and Lodging" for specific rules relating to those situations.

ii. You, and the members of your immediate family, shall not solicit, accept, or retain a "personal benefit" from a customer of Bank Mutual, or any individual or organization presently conducting or seeking to conduct business with Bank Mutual.

iii. You, and the members of your immediate family, shall not accept special discounts, free services, or other concessions from attorneys, brokers, appraisers, or salespeople who are looking for business referrals.

iv. You, and the immediate members of your family, shall not make payment, or give gifts or gratuities to obtain business favors for Bank Mutual.

v. You, and the immediate members of your family, shall not accept any gift from a customer or give a gift to a customer; however, you may accept gifts of nominal value that are given to you by a customer on a special occasion such as Christmas if the gift is indeed of nominal value.

vi. If you are named in a will or trust by a customer who is not a family member, you shall obtain prior written approval for such bequest from the Executive Committee before accepting it.

vii. If any customer executes a will, trust agreement, or similar instrument under which Bank Mutual is appointed fiduciary, and such will, trust agreement, or similar instrument names you or a member of your immediate family, and the customer is not related to you by blood or marriage; as a legatee, devisee, or beneficiary, you shall renounce all interest in such legacy, devise, or benefit, unless you have obtained written approval from Bank Mutual's Board of Directors.

viii. If you solicit or receive anything of value in exchange for inducing a particular transaction or as a gratuity in support of a particular transaction or business with Bank Mutual, you shall be subject to immediate dismissal.

ix. If you have a question concerning the propriety of a gift, favor, bequest, or gratuity, you shall report such gift or bequest in writing to Bank Mutual's Vice President and Corporate Counsel, and shall obtain written approval to retain such gift or bequest before doing so.

x. Supervisors and Department Managers -

If an employee, or any member of the employee's family, accepts any type of gift, gratuity, favor, service, loan, legacy (except from a relative), fee or compensation, or anything of monetary value from a customer of Bank Mutual, or any individual or organization presently conducting or seeking to conduct business with Bank Mutual, the matter shall be referred to the Human Resources Director for disciplinary action.

Executive Committee -

If an employee is named in a will or trust by a customer who is not a family member, and the employee requests approval to accept the bequest from the Executive Committee, the Executive Committee shall consider whether or not the relationship with the customer was in any way connected with the position of the employee at Bank Mutual. If the customer was also an employee of Bank Mutual, the Executive Committee shall determine if the bequest was actually a reward for faithful services performed over a period of time.

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5. Meals, Refreshments, and Entertainment.

i. You may accept meals or refreshments at a customer's or a vendor's expense if the meal or refreshment is in the ordinary course of conducting Bank Mutual's business.

ii. You shall avoid any costly meals and refreshments that are not necessary in the ordinary course of conducting Bank Mutual's business.

iii. You shall not accept invitations to attend the theater or a sporting event, or other similar entertainment, at a customer's or a vendor's expense, unless the expense involved is reasonable, appropriate in a business context, and your business-related contact will be attending (thus presenting you an opportunity for business-related discussions). By means of illustration, while a ticket to the Milwaukee Brewers, the Green Bay Packers or Milwaukee Symphony many be reasonable, a ticket to the Super Bowl, a play in New York, or any event involving extensive travel, may not be. All such entertainment must be in accordance with all applicable laws and regulations. If you have any questions about what is reasonable, please consult with your supervisor. In any event, the customer or vendor should not pay your travel expenses; see the separate policy for travel below

iv. If your contact will not be attending an event with you, your acceptance of a ticket or other entertainment must meet the requirements of our policy for gifts, discussed above.

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6. Travel and Lodging.

i. You shall not accept from, or be reimbursed for, travel or lodging at a customer's or a vendor's expense unless such travel and lodging is for educational or consultative purposes and relates to vendor-initiated changes in systems or services provided under an existing contract.

ii. If you do have just reason to accept such travel or lodging, you shall obtain written approval from Bank Mutual's Chief Executive Officer or President before accepting travel and lodging.

iii. All other travel and lodging expenses you incur as a representative of Bank Mutual shall be at Bank Mutual's (or your) expense and according to Bank Mutual's established travel practices.

iv. You shall not accept travel or lodging from a customer or vendor for an immediate member of your family, or any other person, spouse, dependent or friend.

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7. Expense Accounts.

i. You shall observe Bank Mutual's established practices, and regulatory requirements regarding expense accounts.

ii. You shall not falsify an expense report or in any way misappropriate Bank Mutual's funds. Such falsification and misappropriation constitutes grounds for dismissal.

iii. You shall not charge fees, dues, or expenses for any political activities or related activities to Bank Mutual.

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8. Loans.

i. You shall not accept personal loans, guarantees, or endorsements from a customer, vendor, or known potential acquirer of Bank Mutual's assets.

ii. You may obtain loans independently and in the ordinary course of business from other banks or public lending institutions, including those that do business with Bank Mutual, provided that no preferential treatment or terms are involved.

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9. Lending Authority.

You shall not grant credit, directly or indirectly, or accommodate or make credit recommendations to -

i. Members of your family;

ii. Any individual or organization lending money to or employing members of your family, or a member of the family of the individual or organization; or

iii. Any organization in that a member of your family is associated, or in that a material financial interest is held by a member of your family.

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10. Legal Advice and Drafting of Legal Documents.

You shall not give legal advice or draft legal documents for customers. You shall refer all legal matters to Bank Mutual's Vice President and General Counsel.

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11. Transactions with Government Employees.

You shall not make a gift or payment to an examiner or other employee of any banking regulatory body, directly or indirectly, whether made personally or with Bank Mutual's assets, or through a consultant, adviser, supplier, customer, or any other third party.

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12. Personal Fiduciary Appointment.

NOTE: Fiduciary appointments are discouraged.

i. Before accepting a personal fiduciary appointment, you shall obtain -

a) Written approval through your supervisor or department manager from the Executive Committee; and

b) Written verification from the Human Resources Director indicating that no conflict of interest exists.

ii. EXCEPTION: The only exception to the rules in (i) above is a personal fiduciary appointment that is the result of a close family relationship.

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13. Acting as an Agent or Broker.

You shall not act as an agent, broker, or in a similar capacity to -

i. An insurance agent or broker, or

ii. A real estate developer or building contractor,

iii. A real estate sales organization.

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14. Acting for a Customer.

You shall not sign on customers' accounts, have access to customers' safe deposit boxes, or otherwise represent customers in any manner, unless you are acting in an ownership capacity or as a result of a close family relationship.

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15. Purchases from Customers, Vendors, or Known Acquirers of Bank Mutual's Assets.

i. You, and your immediate family, whether acting individually or as fiduciaries, shall not purchase or sell assets from any company or estate being administered by Bank Mutual without prior written approval from Bank Mutual's Board of Directors, unless the assets are being offered at a public sale or auction, or the purchase or sale has been approved by a court having jurisdiction.

ii. You shall not purchase merchandise for personal use from customers, vendors, or known acquirers of Bank Mutual's assets -

a) At prices or terms that are more favorable than those available to the general public, or

b) In any way suggests favorable treatment.

iii. You shall avoid all situations that appear to reward you for past purchases, or potential purchases, of a vendor's goods or services on behalf of Bank Mutual.

iv. You shall award orders, contracts, and commitments to suppliers strictly on the basis of merit.

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16. Business Opportunities or Benefits.

i. You shall not place yourself in any situation where the existence of a business opportunity conflicts with the interest of Bank Mutual.

ii. You, your family, and associates shall not accept a business benefit -

a) That properly belongs to Bank Mutual,

b) That Bank Mutual has not had the opportunity to accept or reject, or

c) That would not otherwise be available to you if you were not employed by Bank Mutual.

iii. With respect to (ii)(b) above, you shall give the Executive Committee a written notice of any business opportunity and allow them 30 days to accept or reject such opportunity. If you must proceed with the opportunity to collect the benefit, you may do so only with the understanding that if the Executive Committee decides to accept the opportunity you shall turn over the identical benefit to Bank Mutual.

iv. You shall not engage in any financial transaction, service, or consulting arrangement that places your interests above the interests of Bank Mutual, or diverts business from Bank Mutual.

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17. Other Employment.

i. You shall devote your primary work efforts to tasks assigned as part of your daily job with Bank Mutual. Within ten (10) days of beginning any form of other employment, you shall provide written notification to your supervisor or department manager to ensure that the supplemental employment does not interfere with your work for Bank Mutual.

ii. You shall not accept other employment by another financial institution, brokerage firm or real estate sales, development, or construction firm.

iii. You shall not accept other employment of any kind that might influence, or appear to influence, your actions, judgments or advice given as an employee of Bank Mutual.

iv. NOTE: If you violate the provisions in (i) through (iii) above, you will be subject to dismissal.

v. Supervisors and Department Managers -

a) If an employee requests approval for outside employment from you, and the approval is granted, a written record of such approval shall be placed in the employee's permanent personnel record.

b) Employees who disregard the requirement for prior approval for outside employment shall be dismissed.

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18. Outside Activities, Directorships, and Other Opportunities.

i. You shall not seek or accept directorships, or serve as an officer or an employee of any outside company organized for profit that might result in a conflict of interest or adversely affect the performance of your responsibilities to Bank Mutual. This provision includes the following:

a) An underwriter or dealer in securities,

b) Another financial institution,

c) A public utility holding company or subsidiary,

d) A registered investment company, or

e) An interstate power company.

ii. If you are asked to serve as a director of a company that borrows from Bank Mutual, you shall obtain prior written approval from Bank Mutual's Chief Executive Officer.

iii. If you have any doubt about the propriety of the situation, you shall discuss the matter with the Chief Executive Officer.

iv. You may serve as an officer, director, or trustee of a not-for-profit entity or community organization provided that you follow the guidelines in (19) below.

v. You shall endeavor to exercise sound judgment and avoid situations contrary to the best interests of Bank Mutual, or situations that might adversely affect Bank Mutual as concerns -

a. Your personal investments, and

b. Your involvement in outside activities.

vi. Officers -

a) Before engaging in any business-related activity outside Bank Mutual, whether the activity is intermittent or continuing, and whether or not you receive compensation, you shall receive written approval from the Chairman of Bank Mutual's Board of Directors.

b) If you receive an inside request to serve as an officer or director of an outside corporation in connection with administration, workouts or equity investments, or other business of Bank Mutual, you shall ensure that the request is made to you in writing.

NOTE: If the request is in writing and is in connection with Bank Mutual's business, no special consent is required; however, any fees paid to you for performing such function shall be turned over to Bank Mutual.

vii. Supervisors and Department Managers -

If an employee is asked to serve as a director of a corporation that has a banking or business relationship with Bank Mutual, the employee shall be disqualified from handling any loans made to such corporation, unless the corporation is a non-profit organization.

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19. Involvement in Outside Organizations.

i. If you plan to accept a membership in an outside organization that will require time away from your duties at Bank Mutual, you shall obtain written approval through your supervisor or department manager from the Executive Committee, and

ii. Once approval for membership has been obtained, you are expected to participate actively in the organization.

iii. You shall ensure that your involvement in outside organizations does not encroach on your working time or interfere with your duties with Bank Mutual.

iv. If you are involved in a non-profit organization that has a banking or business relationship with Bank Mutual, you shall disclose your relationship, in writing, to the Secretary of Bank Mutual. Such disclosure shall be made through your supervisor or department manager.

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20. Political Activities.

i. If you have an active role in local government, you will be permitted a reasonable amount of time off to participate; however, before you take time off to do so, you shall obtain written approval assuring that no conflict of interest exists. Such approval shall be obtained through your supervisor or department manager from the Human Resources Director.

ii. If you plan to accept an official appointment that will require time away from your duties at Bank Mutual, you shall obtain written approval from Bank Mutual's Executive Committee. Such approval shall be obtained through your supervisor or department manager from the Executive Committee.

iii. You shall not expense political contributions or expenditures to Bank Mutual.

iv. You shall not identify Bank Mutual in any politically related materials, advertisements, or campaign literature. You shall avoid any situation in which Bank Mutual would appear to sponsor your political activities, including the use of Bank Mutual's property for campaigning or any other political purposes.

v. Supervisors and Department Managers shall ensure that all employees in their area abide by the solicitation rule in Section 5, Item 7 below.

vi. Executive Committee - Before giving approval for an employee to accept political office, the Executive Committee shall consider the employee's term of appointment to the political office, the nature of the appointment, and if such appointment is in the best interest of Bank Mutual.

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21. Items Developed in the Scope of Employment.

i. Any products, materials, services, documents, or ideas that you develop within the scope of your employment are the exclusive property of Bank Mutual and shall not be used for your personal benefit.

ii. You shall not use Bank Mutual's name, logo, and influence for any personal purpose.

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22. Hiring of Relatives.

Supervisors, Department Managers and Human Resources Department -

i. To ensure security and confidentiality of information, relatives of current employees shall not be hired without prior written approval from the Human Resources Director.

ii. If the employment of a relative is approved, the Human Resources Director shall ensure that the relatives are not employed in the same department, location, or division.

iii. Spouses shall not work in the same department or division in a direct or indirect supervisory relationship. If employees who work in the same area marry each other and are in a direct or indirect supervisory relationship, one of the spouses shall be transferred to a different department or division, if an opening exists for which the spouse is qualified.

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23. Hiring of Referrals.

Supervisors, Department Managers and Human Resources Department -

Bank Mutual shall not extend preferential treatment to applicants who are referred to Bank Mutual by an employee. Standard employment procedures shall be followed for all referrals to ensure that Bank Mutual is in compliance with Equal Employment Opportunity laws and regulations.

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Bank Mutual Corporation, August 2011