BANK MUTUAL CORPORATION 
CODE OF CONDUCT

VI.     FULL AND FAIR DISCLOSURE; ADDITIONAL PROVISIONS FOR SENIOR FINANCIAL OFFICERS

Bank Mutual Corporation is a publicly-held corporation which regularly files documents and reports with the Securities and Exchange Commission and other regulatory agencies. All directors, officers and employees shall assist Bank Mutual, and its officers and employees whose positions involve them in the preparation of such documents, in promoting full, fair, accurate, complete and understandable disclosure in those reports and documents. If any director, officer or employee believes that there is any erroneous, incomplete or misleading information included in any such report or filing, that should be brought to the attention of one of the Senior Financial Officers, as described below, or to the Audit Committee of the Board of Directors. If desired, any such communication may be made anonymously, in accordance with procedures developed by the Audit Committee and/or provided under this Code of Conduct.

The following provisions in this section apply to the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer or the Controller of Bank Mutual Corporation, and any other officer or employee performing the duties thereof (collectively, the "Senior Financial Officers"). These provisions apply to the Senior Financial Officers in addition to the other provisions of the Code of Ethics and the Code of Conduct.

1. Full and Fair Disclosure.

The Senior Financial Officers have a special duty to Bank Mutual Corporation and its shareholders to assure the full, fair, complete, timely and understandable disclosure of material information relating to Bank Mutual. In addition to the other obligations of the Senior Financial Officers pursuant to the Code of Ethics and Code of Conduct, the Senior Financial Officers shall:

a) Carefully read, review, consider and revise Bank Mutual disclosure documents, reports and similar filings which are filed with or submitted to the Securities and Exchange Commission or other regulatory agencies;
b) Assure that there is established an effective procedure for the timely review of such documents by those other officers and key employees as they determine are likely to be able to provide information as to the adequacy and completeness of these reports;
c) Assure that there is established and maintained an effective procedure whereby Bank Mutual employees in the financial and accounting functions, and other appropriate positions, have a method of reporting, including anonymous reporting, questions, concerns, inaccuracies, errors or other matters relating to Bank Mutual's reporting with the Securities and Exchange Commission; and
d) Regularly assess, and personally comply with, all of such procedures.

2. Waivers and Approvals.

To the extent that any waiver or approval is required hereunder for or on behalf of any Senior Financial Officer, such waiver or approval may only be granted by the Audit Committee of the Bank Mutual Corporation Board of Directors, or its designee(s). Any such designee(s) shall not include any of the Senior Financial Officers. In the event approval or a waiver by a designee, notice and writing of such approval or waiver shall be provided to the Audit Committee, by copy to its chairman, upon such granting of such approval or waiver, and shall be appended to the minutes of the Audit Committee.

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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