Riverview Community Bank

Code of Conduct

GENERAL POLICY STATEMENT / INTRODUCTION

The success and reputation of Riverview will be determined, in no small part, on the standard of personal and professional integrity with which its employees, officers, and directors conduct themselves. In pursuit of Riverview goals, each employee, officer and director is expected to adhere to business procedures and practices that are in accordance with the letter and spirit of applicable federal and state banking laws and regulations, and is expected to conduct himself or herself on the basis of moral and ethical principles reflecting the highest standards of business and individual behavior.

The Board of Directors has adopted this Code of Conduct to assist our employees in understanding the principles of conduct to which they must adhere in order to fulfill the legal, moral and ethical obligations each assumes as an employee. It serves both as a method to review and reaffirm the high standards of conduct that are associated with ethical business practices and as a corporate-wide statement of Riverview's commitment to these standards.

Individual employee standards produce company standards. Therefore, employees may periodically be requested to affirm in writing that they adhere to this Code. This Code of Conduct covers Riverview Community Bank ("Riverview") and its affiliates. Any violation of this Code of Conduct by any employee, as defined, may result in disciplinary action, up to and including discharge.

DEFINITIONS

Employee- Except where otherwise specifically indicated, includes all directors, officers, and employees of Riverview and its affiliates and subsidiaries (Riverview Asset Management Corporation).

Affiliate- a company that Riverview owns or controls, or that owns or controls Riverview, or that is owned or controlled by the same company that owns or controls Riverview. Ownership does not mean complete ownerships, but means owning enough to have control.

Review Procedure- The means by which approval for a particular course of action may be requested by an employee. Employees shall seek review by the senior management officer in the employee's department or group, usually a senior vice president or an executive vice president. Senior vice presidents and above should seek review from their immediate supervisors, in most cases the Chief Executive Officer. Requests and the reviewers' responses must be in writing and shall be retained in employee personnel folders. Directors and the Chief Executive Officer shall seek review by the Executive Committee.

As a written code cannot answer all questions raised in the context of business relationships, each employee shall accept his or her primary responsibility to recognize and respond to specific situations as they arise. Questions and concerns about doubtful situations, potential misconduct, conflicts of interest, standards and integrity of performance should be addressed as follows:

• By Employees: To the Director of Human Resources.
• By Directors: To the Executive Committee.

This policy will be reviewed and approved annually by the Board of Directors.

CONFIDENTIAL INFORMATION

A. Confidential Information about Others

All employees (as defined above) must safeguard confidential information about customers, potential customers, shareholders, or employees, and their accounts (including sales and profit data, credit information, financial condition, and business transactions). In particular:

1. Caution and discretion are required in the discussion, use, and sharing of information within Riverview. Such matters should not be discussed among employees unless there is a valid business reason (i.e.. a "need to know") for doing so.
2. Requests for information regarding current or former employees should be referred to the Director of Human Resources.
3. The disclosure of information concerning an applicant or customer is permitted when it complies with applicable federal or state laws. For example, Riverview has adopted specific guidelines and/or policies which govern the exchange of credit information with third parties./li>
4. Inquiries for confidential information by tax authorities, law enforcement agencies, attorneys, or private parties involved in litigation shall not be divulged unless Riverview has received either written consent of the individual, or the appropriate court order or subpoena, and release has been authorized under normal operational procedures.
5. Employees should avoid any discussion of confidential information or customer relationships in public places.
6. Directors should act in good faith in matters involving a customer or prospect of Riverview when that customer or prospect is a competitor, customer, or supplier of the Director. In such instances, the Director should use proper judgment when participating in any matters or discussions involving such accounts, and in all cases should abstain on any matters during discussion or pertaining to a vote involving such accounts.

B. Riverview Confidential Information

Riverview provides its employees with access to its physical resources and proprietary information and with knowledge and experience in the technologies developed or used by Riverview. Employees are responsible for the proper use of Riverview physical resources and proprietary information and for taking appropriate steps to assure the security of such resources and information. Accordingly, employees may not disseminate, sell or otherwise use Riverview physical resources or proprietary information for their personal benefit or for the benefit of a third party. This restriction continues to apply after employment terminates, regardless of the reason for termination. The proper use of Riverview resources includes uses only for those activities that are directly related to Riverview business or that have been approved in advance by management.

Financial information about Riverview is not to be discussed with or released to any person or entity unless it has been published in reports to our shareholders or otherwise made generally available to the public in the ordinary course of business as so determined by the Board of Directors, Chief Executive Officer, and/or Chief Financial Officer and/or Chief Credit Officer.

Employees are strongly advised to refer all inquiries from the media to the attention of the Chief Executive Officer. Employees should obtain prior approval before discussing the Banks policies, procedures or affairs with an outside party. This policy insures that the message being conveyed to the media and other groups is consistent throughout the Bank. Employees must be aware that any product, program or writing developed or produced by Riverview employees during work time, by using Riverview facilities or as a result of performing their responsibilities, is the property of Riverview Community Bank.

Employees should be aware that any product, program or writing developed or produced by Riverview employees during work time, by using Riverview facilities or as a result of performing their responsibilities, is the property of Riverview Community Bank.

Employees should take appropriate steps to protect all Riverview proprietary interests, both while employed by Riverview and after leaving its employ. Further, copying any records for any purpose other than a necessary job-related activity is strictly prohibited. No Riverview records, information or copies thereof may be retained by an employee following termination of employment. Upon request, an employee leaving the bank may obtain a copy of his/her personnel file from Human Resources.

C. Third-Party Proprietary Information

Employees are responsible for using the patented, copyrighted, or other proprietary material or information of a third party in compliance with applicable provisions of any contract between Riverview and the third party.

Riverview, as well as individual employees, may be held liable for both civil damages and criminal penalties for copyright, trademark, or patent infringement and for any other illegal or improper use of another's property. Employees must also be aware that other uses of third party materials or information, such as the duplication of computer software and the downloading of data from information retrieval services (data bases), may also require the holder's/owner's permission. Employees are encouraged to consult their immediate supervisor or the Compliance Officer regarding the photocopying, duplication, reproduction, data downloading, or other use of proprietary material or information owned by a third party.

CONFLICTS OF INTEREST

A possible conflict of interest exists whenever an employee has an interest in any entity or matter that may influence a decision or cloud the individual's judgment in the discharge of his or her responsibilities. All individuals should conduct their personal affairs so as to avoid conflict of interest situations. As a result, joint business ventures amongst Officers and Directors are discouraged because the venture may imply bank sponsorship. In case of doubt, it is the individual's obligation to secure clarification by means of the Review Procedure.

It is the duty of every employee to avoid any situation in which he or she, or a family member, might profit personally (directly or indirectly), or give the appearance of profiting personally, from Riverview facilities or from relationships with its customers.

Should a situation arise where an employee of Riverview becomes aware of irregularities, or non-compliance with provisions of the Code of Ethics, on the part of another employee, confidential disclosure of such should be directed to the CEO or to the Director of Human Resources, as appropriate.

See Appendix A for OTS Regulation 563.200 "Conflicts of Interest".

HANDLING PERSONAL TRANSACTIONS

Transactions, including maintenance updates, involving an employee's own accounts or the accounts of family members or any other relative should be referred to another employee or the manager to process. An employee may not make decisions, approve transactions, or direct others to approve transactions on such accounts in any manner that would inappropriately influence the results of those transactions. As used here in the Code of Conduct, family member means your spouse, child, parent, grandparent, sibling, parent-in-law, other family members, or any other individual with whom you have an especially close relationship.

COMPENSATION AND GIFTS

A. Compensation and Gifts

General

The Federal Bank Bribery statute prohibits any Banker from corruptly offering or receiving anything of value, where the item of value is offered with the intent of influencing the Banker or a business transaction. This law is broad and carries severe criminal penalties, including fines and/or imprisonment.

No employee shall solicit or receive anything of value (be it money, goods, or services) in any amount, as a quid pro quo (something received or given as a personal reward for preferential action or service by a Banker) or as a "gratuity," in connection with the business of Riverview. This includes, for example, compensation of any kind from any source for rendering services of a type which might properly be performed by Riverview as one of its regular services. An employee may not do indirectly what he or she is prohibited from doing directly; e.g. arrange to have a prohibited gift made to a member of his or her family. Any gift of a beneficial interest or legacy under wills or trusts of customers of Riverview, other than a relative, must be reported to the Human Resource Director at such time as the employee or employee's spouse learns of such designation. Similarly, an employee should avoid giving gifts, meals, or entertainment intended to influence unfairly, or that might give the appearance of unfairly influencing, a business decision. An employee should never give any gift, meal or entertainment, which is unreasonable or extravagant.

Permissible Gifts to Employees

Employees may accept gifts from outside sources only if:

a. the gift is not a quid pro quo;

b. is not intended to influence any decision by the employee;

c. is unsolicited;

d. is infrequent; and

e. reasonable in value.

Under no circumstances shall money be accepted, even within the above guidelines.

Examples of gifts which are likely to meet the above conditions and would therefore be permissible are advertising or promotional materials, such as pens, pencils, note pads, key chains, calendars and similar items; discounts or rebates on merchandise or services that do not exceed those available to other customers; gifts that are related to commonly-recognized events or occasions, such as a promotion, new job, wedding, retirement, Christmas, Bar or Bat Mitzvah; and civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment. Generally, there is no threat of a violation of the Bank Bribery statute if acceptance of a gift or benefit is based on an obvious family or personal relationship (such as those with the parents, children or spouse of an employee) existing independent of any business of Riverview, or if the gift or benefit is available to the general public under the same conditions on which it is available to a Banker. If an employee is offered or receives something of value which he or she believes may be impermissible under this Code, he or she shall disclose the matter by means of the Review Procedure. The reviewer, in turn, shall render a determination in writing that the item of value should be accepted or returned, giving due consideration to such issues as whether the item is reasonable in value and whether receipt poses a threat to the integrity of Riverview Such disclosures and resulting determinations shall be retained in the employee's personnel file.

 

B. Business Meals, Refreshments, Travel, Accommodations and Entertainment

Payments for meals, refreshments, travel, accommodations or entertainment by an outside source are permitted, if they (a) are reasonable in amount, (b) are expended in the course of a meeting or other occasion the purpose of which is to hold a bona fide business discussion or to foster better business relations, (c) are unsolicited, and (d) the expense would be paid for by Riverview as a business expense if not paid for by the outside source. Permissible items could include business luncheons or dinners, golf or tennis outings, cab fare, attending a customer's annual Christmas party, entertainment, and travel arrangements and accommodations if reasonable in value.

Payment by an outside source for business meals, refreshments, travel, accommodations, and entertainment which is extravagant, a quid pro quo, or confers a benefit on the employee or his or her spouse rather than Riverview is impermissible. For example, use of a customer's Florida condominium for a weekend would not be permitted.

If an employee is offered payments for business meals, refreshments, travel, accommodations or entertainment which he/she believes may be impermissible under the Code of Conduct, the individual shall disclose the matter by means of the Review Procedure. The reviewer shall render a determination in writing if payment for such service should be accepted, giving due consideration to the bona fides of the business purpose involved and the reasonableness of the value of such service under the circumstances.

 

SERVING AS A FIDUCIARY

Note: This section does not apply to directors.

No officer or employee shall act solely or in conjunction with anyone else in a fiduciary capacity except:

• for members of his/her immediate family, or
• with the prior approval of senior management.

When serving as such, it should be stated clearly that the employee or officer is acting as an individual without implying or imputing that they are representing the Bank, or acting in any bank-related capacity. Any employee involved in a fiduciary relationship may be required to obtain evidence that they are acting for themselves and not as representatives of Riverview Community Bank or its affiliates. Additionally, employees acting in a fiduciary capacity for a profit organization must obtain a fidelity bond. Note: This section is not intended to preclude employees from serving as an officer in a professional or community organization (see Outside Activities below).

 

LOANS (Borrowing)

An employee may not borrow from, or lend personal funds to, customers or suppliers. Although employees may borrow from banks or other lending institutions on customary terms, designated Executive Officers and Directors of Riverview are subject to the limitations of Regulation O of the Federal Reserve Board. Additional requirements regarding compliance with Regulation O are outlined in the Regulation O Policy.

INSIDER TRANSACTIONS

Personal Investments - Prohibitions on Insider Trading

Personal investments in any customer or supplier of goods or services which has credit or other relationships with Riverview should not be made by an employee except for investments in securities which are actively traded on recognized markets, or only upon approval obtained by means of the Review Procedure; and subject in all cases to the rules described below concerning insider trading. Directors and Officers may be asked to disclose such information in an annual statement. Even if a personal investment has been approved, an employee should not take part in a Riverview decision or attempt to influence a decision about that customer or supplier.

Employees are responsible for observing the Securities and Exchange Commission regulations which prohibit purchase or sales of securities by persons having material inside information, and should be aware that material inside information concerning a company's plans or operations which has not been released to the public is confidential. "Material inside information" is defined as information which would affect a person's decision to purchase or sell a security and which has not been sufficiently disclosed to insure its availability to the investing public. Riverview employees are prohibited from using material inside information for personal gain, from using such information for security transactions made on behalf of Riverview or its subsidiaries, and from using such information on behalf of a third party. To assure compliance with applicable law, the actions of every employee should be governed according to the following guidelines:

1. Material inside information must not be disclosed to anyone other than Riverview employees who establish their need to know. This information should not be discussed in public places.
2. Employees possessing material inside information relating to Riverview shall not sell or buy Riverview securities, or disclose such information to persons outside Riverview until the information has been effectively disclosed to the public and the public has had sufficient time to absorb and evaluate it.
3. Since material inside information may also have a material effect on the purchase or sale of securities of companies with which Riverview is dealing, anyone possessing such information concerning such a company must not sell or buy the securities of that company or disclose this information to persons outside Riverview until the information has been effectively disclosed to the public and the public has had sufficient time to absorb and evaluate it. Inquiries from financial analysts and investors and others affiliated with the financial investment communities should be answered only by the Chief Executive Officer, the Chief Financial Officer, or their respective designees. Securities laws impose severe sanctions upon any individual who fails to comply with the above guidelines, and liability can also extend to Riverview. The penalties range from monetary penalties to criminal fines and imprisonment. In summary, no employee shall buy or sell Riverview securities, or any other securities, based on material inside information.

OUTSIDE ACTIVITIES / CIVIC AND POLITICAL ACTIVITIES

A. Community, Charitable and Professional Activities

Riverview Community Bank encourages employees to actively participate in and provide leadership to community, charitable, and professional activities. An employee must obtain approval by means of the Review Procedure if Riverview sponsorship or involvement is involved.

B. Business Officerships and Directorships

Note: this section does not apply to directors.

Employee, excluding Director, appointments to business directorships or officerships must be approved by Executive Management in advance. All such requests must be in writing and should specify whether the business has a relationship with Riverview and, if so, the nature and extent of that relationship. The employee's request, and management's response, shall be retained in the employee's personnel folder.

Directors are required to disclose their business affiliations to the full Board of Directors. See the previous section on "Conflicts of Interest" and Appendix A for the specific OTS regulation on the same topic (§563.200).

C. Outside Employment

Note: this section does not apply to directors.

Riverview generally discourages outside employment for full time employees because the additional employment might affect the employee's performance of his or her principal duties at the bank and might possibly subject the bank to criticism or adverse publicity. Prior approval of outside employment must be obtained by means of the Review Procedure unless such employment was made known to and approved by Riverview at time of hire. The approver/reviewer shall consult with the Director of Human Resources and both give particular scrutiny to factors bearing on the question of whether a conflict, or potential conflict, of interest could arise, such as whether the outside employer has a relationship with Riverview (and, if so, its nature and extent) and whether the employee would be in a position to influence impermissibly any decision by Riverview concerning the outside employer.

D. Outside Business Interests

Employees shall avoid situations in which they or their family members profit from a relationship with a company or other entity with which the employee deals in the course of his or her duties at Riverview.

E. Political Activity

Approval must be obtained via the Review Procedure before an employee seeks or accepts nomination for appointment to any public office, whether paid or unpaid. Riverview will comply with any laws relative to Part Time Elected Officials as a matter of policy.

F. Management Interlocks

Employees should be aware of the various statutes and regulations either prohibiting completely, or permitting only within certain specific limits, dual service by a Riverview employee in the following areas:

1. Service as a Director, Officer or Employee of any other commercial bank, banking association, trust company, savings bank, savings and loan association or credit union;
2. Service in an organization primarily engaged in the issue, flotation, underwriting, public sale or distribution of stocks, bonds or other securities; and
3. Service as an Officer or Director of a public utility or registered public utility holding company or subsidiary.

FINANCIAL RESPONSIBILITIES

All employees of the bank should conduct their financial affairs in such a responsible manner as to be above criticism. The following list is intended to be a guide, but not a complete nor exhaustive list:

• Prompt payment of personal bills and debts;
• Avoid overdrafts in personal checking accounts;
• Use of any bank credit cards, expense account reimbursements, equipment, and supplies only for official bank use; and
• Timely filing of income tax returns.

PROFESSIONAL RELATIONSHIPS

Anti-Discrimination Policy

All Riverview employees must conduct their relationships with other Riverview employees, customers, and the general public with courtesy and mutual respect. Riverview operates under sound personnel policies and applies an equitable standard of fair treatment to all of its employees. It also conducts its business dealings in a non-discriminatory manner and employs persons of varied backgrounds based upon their qualifications, without regard to age, color, gender, national origin, sexual orientation, marital status, race, religion, disability, or veteran status. Riverview does not tolerate any improper conduct among Riverview employees, such as harassment of one Riverview employee by another, either directly, by mail, telephone, or other indirect means, such as electronic mail, or any other method. Appropriate corrective and disciplinary action will be taken if such improper conduct occurs. Supervisors and managers are expected to ensure that no employee is subjected to harassment, intimidation, coercion, or retaliation.

Note: This section does not supersede the bank's personnel policy manual. It is intended to provide a summary of the requirements detailed in that guide.

For purposes of this policy, harassment includes:

• derogatory expressions describing a member of the particular group;
• offensive jokes;
• graphics or cartoons that disparage a specific group or individual employee;
• physical assault or threat of physical assault; and
• behavior clearly outside the bounds of professional interaction in a business environment.

Complaint Procedure

If any individual believes that he or she has been discriminated against, he or she should notify his or her manager or supervisor, or if the employee chooses, the Human Resources Director. Any retaliation against an employee bringing a complaint in good faith will not be tolerated. Any complaint will be immediately and confidentially (to the extent possible) investigated, and any remedial action which is necessary and appropriate will be taken, up to and including termination of employment.

Sexual Harassment Policy

It is Riverview's policy that all employees have a right to work in an environment free from sexual harassment. Sexual harassment is a violation of federal law under Title VII of the Civil Rights Act of 1964 and is also against state law. Riverview will not tolerate or permit any employee to engage in sexual harassment, in any form, and such conduct may result in disciplinary action, including discharge.

Federal and state law defines sexual harassment as follows:

"Unwelcome sexual advances, request for sexual favors, and other verbal or physical conduct of a sexual nature, constitute sexual harassment when (1) submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment; (2) submission to or rejection of such conduct by an individual is used as the basis for an employment decision affecting such individual; or (3) such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile or offensive working environment."

Sexual harassment may take various forms and may be verbal, physical or visual. Sexual harassment may include repeated offenses of sexual flirtations, advances or propositions, continual or repeated verbal abuse of a sexual nature, graphic or verbal comments about an individual's or individuals' bodies, degrading words or names, sexually suggestive displays, pictures or objects in the workplace. A threat or insinuation, either explicitly or implicitly that an employee's refusal to submit to sexual advances will adversely affect the employee's work environment or any conditions of employment may also be sexual harassment. While these examples do not provide a complete list of what might be deemed to be sexual harassment under the law, it is hoped that any harassment problems will be avoided if everyone acts professionally and treats each other with respect.

Complaint Procedure

If any individual believes that he or she has been sexually harassed, he or she should notify his or her manager or supervisor, or if the employee chooses, the Human Resources Director. Any retaliation against an employee bringing a complaint in good faith will not be tolerated. Any complaint will be immediately and confidentially (to the extent possible) investigated, and any remedial action which is necessary and appropriate will be taken, up to and including termination of employment.

OTHER PROHIBITIONS IMPOSED BY VARIOUS REGULATIONS

Riverview will strictly adhere to all regulations pertaining to conflict of interest. (See Conflict of Interest above).

No affiliated person of the bank may receive, directly or indirectly, from the bank, or its affiliates, or from any other source, any fee or other compensation of any kind in connection with the procurement of a loan from the bank or any subsidiary of the bank.

No person, including an affiliated person, may give or receive any fee, kickback, or thing of value for referring business incident to a real estate settlement service, and no person may give or accept any portion, split, or percentage of any charges made for rendering such settlement service, in connection with any real estate loan made by the bank.

No employee may corruptly ask for or corruptly receive anything of value from any person for or in connection with any transaction or business of the bank.

Riverview may not grant any loan on the prior condition, agreement, or understanding that a borrower contract with a specific person for title or other insurance, building materials, construction, legal, real estate agency, brokerage or property management services.

Complete copies of all applicable regulations are maintained by the Internal Audit and Compliance Department. Should questions arise or interpretation be required please contact the Vice President of that area.

BUSINESS CONDUCT

Riverview conducts its affairs in strict conformity to all applicable legal requirements, generally accepted accounting principles and procedures, and the highest standards of business ethics. The following rules govern the application of this general policy to the areas of business and accounting practices and political contributions.

A. Business and Accounting Practices

1. No funds or assets of Riverview shall be used for any unlawful purpose.
2. No unrecorded fund or asset of Riverview shall be established or maintained for any purpose.
3. No false or misleading entries shall be made in books and records of Riverview for any purpose. All items of income or expense shall be appropriately recorded.
4. No payment by Riverview shall be made with the intention or understanding that all or any part of such payment is to be used for any purpose other than that described in the books and records of Riverview.
5. No payment on behalf of Riverview shall be approved without adequate supporting documentation or made with the intention or understanding that all or any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.
6. Compliance is required with generally accepted accounting principles and procedures and with established internal corporate controls and procedures.
7. Any employee who has or obtains knowledge of, or information concerning, any actions prohibited by this section shall promptly notify the President and/or the Internal Auditor of Riverview.
8. Riverview may require submission of reports or statements with respect to compliance with this section by such Officers and other employees, at such time or times, and in such form, as Riverview may specify.

B. Political Contributions and Other Expenditures for Political Purposes

1. No funds or assets of Riverview are to be used to make any unlawful political contribution. For purposes of this section, the term "political contribution" shall be deemed to include not only the direct or indirect delivery of cash or property of Riverview to a political party, candidate, committee or organization, but also (a) the reimbursement by Riverview of any employee of Riverview or any other person for a political contribution made, or to be made, by such employee or other person or (b) the provision of services or of the use of property, or the making of a loan, to a political party, candidate, committee or organization by Riverview, except in the ordinary course of Riverview business and on customary commercial terms.

   Note: Purchases of tickets to political dinners or other similar events or of advertisements in political publications are considered to be political contributions and are not reimbursable.

2. Neither Riverview, nor any person acting on its behalf, shall establish any unlawful program to solicit, collect or distribute political contributions from employees of Riverview.
3. No person receiving payment from Riverview, whether as compensation for services or for any other purpose whatsoever, shall be under any obligation of any kind to Riverview to utilize any amount of any such payment for the making of any political contribution and no employee of Riverview, or any other person acting on its behalf, shall seek to create or enforce any such obligation.
4. Nothing in this section is intended in any way to discourage employees of Riverview from active personal involvement in the political process, including the making of personal political contributions, or otherwise to limit the rights and obligations of Riverview personnel as responsible citizens.
5. Any employee who has or obtains knowledge of, or information concerning, any action prohibited by this section shall promptly notify the President and/or the Internal Auditor of Riverview.

C. Use of Bank Letterhead

No employee will use official bank stationery for personal or non-job related purposes, particularly when such use would imply endorsement by the bank, or make reference to bank employment in matters of personal dispute.

D. False or Misleading Remarks

False or intentionally misleading remarks must not be made about vendors, customers, competitors, or other employees. You also must not make false statements about the financial condition of the company. False, misleading, or incomplete statements to auditors, examiners or other investigators are considered the same as falsification of records.

ADMINISTRATION AND RESPONSIBILITIES

Riverview conducts itself in business dealings so as to obey all applicable laws and regulations. Where the requirements of such laws and regulations are unclear, the advice of the Compliance Officer should be sought to secure interpretation and to ensure compliance.

Employees are urged to re-read the Code of Ethics from time to time so as to refresh their recollection of the statutory and regulatory matters involved and the policies outlined herein.

Reporting Unethical Behavior and/or Possible Crimes

Under federal law, any company can be held criminally liable when one of its employees, directors, or agents commits a crime, especially while functioning in their capacity as employee, director or agent of the company. Accordingly, any Riverview employee who has knowledge of, or information about, conduct by another employee, director, or agent of the company that he or she believes might be a crime - whether or not the company is victimized - must promptly report the relevant facts in writing to the Risk Manager. While reports may be made anonymously, signed reports are preferable to facilitate follow up and resolution of the issue. Employees will not be retaliated against for reporting information in good faith in accordance with this procedure. In the rare instance where reporting to the Risk Manager is not appropriate, or for concerns involving compliance with accounting or audit requirements, employees may also report their concerns directly to the Audit Committee of the Bank's Board of Directors. See Appendix C for information on how to reach the members of the committee.

ACKNOWLEDGEMENT

Employees will be asked to certify their understanding of and compliance with the Code of Conduct and Conflict of Interest Policy on an annual basis. The certification form is attached as Appendix B.

 

APPENDIX A: OTS REGULATIONS:

§ 563.200 Conflicts of Interest.

If you are a director, officer, or employee of a savings association, or have the power to direct its management or policies, or otherwise owe a fiduciary duty to a savings association:

(a) You must not advance your own personal or business interests, or those of others with whom you have a personal or business relationship, at the expense of the savings association; and

(b) You must, if you have an interest in a matter or transaction before the board of directors:

1. Disclose to the board all material nonprivileged information relevant to the board's decision on the matter or transaction, including:
   
   1. The existence, nature and extent of your interests; and
   2. The facts known to you as to the matter or transaction under consideration;
2. Refrain from participating in the board's discussion of the matter or transaction; and
3. Recuse yourself from voting on the matter or transaction (if you are a director).

CODE OF CONDUCT ACKNOWLEDGEMENT

APPENDIX B:

RIVERVIEW EMPLOYEE ACKNOWLEDGEMENT

I acknowledge that I have received a copy of the Riverview Community Bank Code of Conduct. I have read the Code of Conduct and understand it. I agree to comply with the requirements outlined in the Code.

If any situation involving a conflict, potential conflict, or perceived conflict of interest or violation of the Riverview Code of Conduct occurs before the next annual certification of the Code, I will report it immediately, as documented within this policy.

I do not have any unreported and/or unapproved outside employment nor do I engage in any activities that could conflict with my duties to Riverview Community Bank or its affiliates, interfere with my job with Riverview or its affiliates, or damage the reputation of Riverview or its affiliates in any way.

I understand that a violation of this policy may result in disciplinary action, including possible termination, and/or legal action.

Signature: ______________________________
Date: ______________
Name (please print): ________________________________
Branch/Department: __________________________________

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RIVERVIEW BOARD OF DIRECTORS ACKNOWLEDGEMENT

I acknowledge that I have received a copy of the Riverview Community Bank Code of Conduct. I have read the Code of Conduct and understand it. I agree to comply with the requirements outlined in the Code.

If any situation involving a conflict, potential conflict, or perceived conflict of interest or violation of the Riverview Code of Conduct occurs before the next annual certification of the Code, I will report it immediately, as documented within this policy.

DIRECTOR Signature: _______________________________
Date: ________
Please Print Signature: _______________________________

APPENDIX C: Reaching the Audit Committee

The members of Riverview Community Bank's Audit Committee are:

Gary R. Douglass, Chairman
Jerry C. lson
Paul Runyan

The directors can be reached as follows:

Gary R. Douglass: (360) 994-7055

Jerry C. Olson: (360) 695-1385

Paul L. Rynyan: (360) 834-3772