BANK MUTUAL CORPORATION 
CODE OF CONDUCT

V.     PROFESSIONAL CONDUCT

1 - Bribes and Kickback
2 - Compliance with Laws and Regulations
3 - Official Statements to News Media
4 - Public Appearances and Participation
5 - Legal or Tax Advice
6 - Computer Information, Equipment, and Resources
7 - Solicitations

1. Bribes and Kickbacks.

i. You shall not use any of Bank Mutual's funds to bribe or influence any decision or action by any individual, organization, government official, agency, or instrumentality.

ii. You may accept fees or commissions that are paid for clearly stated business purposes.

iii. You shall ensure that the selection of brokers, appraisers, dealers, lawyers, consultants, and other professional services is predicated on competitive conditions of quality, price, and benefit to Bank Mutual, and in conformity with all laws and regulations and regulatory requirements governing the selection of contractors and the awarding of contracts.

iv. You shall not accept personal fees or commissions in connection with banking transactions.

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2. Compliance with Laws and Regulations.

i. You shall ensure that all business activities are in full compliance with all the applicable laws and regulations.

ii. You shall report any questionable compliance matters or any apparent violations of laws or regulations. See Section VIII of this Code of Conduct.

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3. Official Statements to News Media.

i. You shall not make an official statement on behalf of Bank Mutual to the news media unless it is approved by the Chief Executive Officer, and deemed by his or her office to be consistent with other statements and policy.

ii. You shall not release financial information about Bank Mutual to anyone unless it is of a published nature such as the Annual Report.

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4. Public Appearances and Participation.

i. Public speaking appearances, participation in seminars, authored publications, or business consultations may be construed as activities undertaken on behalf of Bank Mutual; therefore, you shall obtain the approval of the Chief Executive Officer before accepting an invitation to engage in any such activity to ensure that the activity will not reveal confidential information or reflect unfavorably on Bank Mutual.

NOTE: If any possibility exists that a controversial subject will be addressed, or a topic that may reflect unfavorably on Bank Mutual, you shall ensure that the Chief Executive Officer or designee reviews your presentation materials and grants you approval before you make the presentation.

ii. If any fees, gifts, or gratuities are to be accepted in connection with the activities mentioned in (i) above, you must consult the Chief Executive Officer regarding proper procedure.

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5. Legal or Tax Advice.

i. You shall not practice law or give legal or tax advice, unless you are Bank Mutual's designated counsel.

ii. You shall not advise a customer on matters concerning tax issues, investment decisions, property title issues, or conveyances of real property.

iii. You shall not recommend attorneys, accountants, real estate agents, escrow agents, contractors, architects, appraisers or any outside provider to a customer.

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6. Computer Information, Equipment, and Resources.

i. You shall consider computer information, equipment, and resources to be Bank Mutual's assets, and as such, you shall ensure that they are used exclusively for and in furtherance of Bank Mutual's business.

ii. You shall consider Bank Mutual to be the sole owner of its computer information, equipment and resources, as defined in the broadest sense, whether by purchase, lease, license, or other arrangement.

iii. You shall not use, disclose, alter, destroy or illegally reproduce any of Bank Mutual's computer information, equipment, or resources without the express written permission of the Chief Executive Officer.

iv. You shall not bring any information or computer resource into Bank Mutual that would violate any copyrights or patents proprietary to another company or individual without the prior written permission of the company or individual.

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7. Solicitations.

You shall not solicit Bank Mutual's customers for any reason at any time with the exception of company-sponsored charity drives.

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Table of Contents

* Code Of Conduct
I Personal Conduct
II Confidentiality of Information
III Personal Finances and Investments
IV Conflicts of Interest
V Professional Conduct
VI Full and Fair Disclosure; Additional Provisions for Senior Financial Officers
VII Violations, Penalties and Disciplinary Action
VIII Reporting a Discrepancy of a Violation

 

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Bank Mutual Corporation, November 2006