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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 MarketŪ.
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 ($50 or
less).
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 nominal.
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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 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 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 Corporate
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,
November 2006 |