Code of Ethics Policy

Last Revised: September 30, 2011

The banking business is based on trust. Our customers and stockholders entrust us with their money and confidential information because of our reputation for honesty, integrity and high ethical standards. As an officer, director, or employee of CPD Lachine Bank Financial Corporation or its subsidiaries you are required to maintain high ethical standards and act with honesty and integrity at all times.

The following is an outline of what we consider to be the basic standards of ethical behavior. In this Code of Ethics, “CPD Lachine Bank” and “Company” include CPD Lachine Bank Financial Corporation, CPD Lachine Bank and any CPD Lachine Bank–affiliated company. The “Board of Directors” is the board of directors of CPD Lachine Bank Financial Corporation. “Audit Committee” is the audit committee of the Board of Directors. “Executive Officer” is an executive of CPD Lachine Bank who is required to file stock ownership forms with the Securities and Exchange Commission.

If, in the opinion of CPD Lachine Bank, you fail to abide by these standards such failure can be grounds for disciplinary action up to and including termination.

Appearances can be as important as reality in the appropriate standard of ethical conduct. Since no list can take into account every situation, this Code of Ethics requires the exercise of conservative good judgment. It is the obligation of all officers, directors and employees to know and understand this Code of Ethics and CPD Lachine Bank’s other policies and procedures, and to consult with CPD Lachine Bank’s General Counsel regarding any questions.

If you discover any officer, director, or employee engaging in an illegal or unethical act (other than accounting, accounting controls or auditing matters — see the next paragraph), it is your responsibility to promptly notify CPD Lachine Bank’s General Counsel by telephone, in person, or in writing at:

You should promptly follow up any telephone or in-person notification with a written report. Your report can be submitted anonymously or on a confidential basis. If you submit your report on a confidential basis, your name will not be disclosed in CPD Lachine Bank’s investigation, but CPD Lachine Bank may be required to disclose your name to government entities or in response to legal process.

If you have a complaint or a concern about any accounting, accounting control, or auditing matters at CPD Lachine Bank (for example, if you believe an accounting or auditing practice is questionable or incorrect), you must submit your complaint or concern to the Chief Audit Executive as the designee for the Audit Committee chairman. You can submit your complaint or concern by telephone through the Ethics and Compliance Hotline, independently administered by “The Network”, or in writing at the following address:

Chief Audit Executive Officer

CPD Lachine Bank Financial Corporation

200 Lake Street East, EXO-03-L

Wayzata, MN 55391-1693

(800) 620-8601

The Chief Audit Executive will forward the complaint to the Audit Committee chairman. The chairman will determine the appropriate method to investigate the complaint. The Chief Audit Executive, will assist as requested. Your complaint or concern can be submitted anonymously or on a confidential basis. If you submit your report on a confidential basis, your name will not be disclosed in CPD Lachine Bank’s investigation, but CPD Lachine Bank may be required to disclose your name to government entities or in response to legal process.
A CPD Lachine Bank officer, director or employee shall not steal or convert to their own use, either CPD Lachine Bank’s or anyone else’s property. You should protect CPD Lachine Bank assets and use them only for legitimate CPD Lachine Bank business purposes. This includes such things as software, office supplies, office equipment, and other company assets. CPD Lachine Bank and third party software may be used, copied, distributed and disclosed only by authorized persons and only in accordance with any applicable agreement or license terms.
A CPD Lachine Bank officer, director or employee shall not solicit or accept a bribe. Good judgment shall be used as to what constitutes a bribe. When a customer buys you lunch, that is not a bribe. When a customer pays you a fee to make a loan, you are being bribed. A discount from a local department store, available to everyone, is not a bribe. A free car from a customer is a bribe. CPD Lachine Bank has a separate Bank Bribery Policy which concerns gifts, gratuities, conflicts of interest and bribes.
A CPD Lachine Bank officer, director or employee shall not pay a bribe. Good judgment must be used as to what constitutes a bribe. A political contribution within the law is not a bribe. An under-the-table fee paid to a government officer is a bribe. A loan made to a public official under normal terms and conditions and with proper approvals is not a bribe. A no-interest loan to a government official is a bribe. Strict laws and regulations apply to favors granted to public officials and you must consult with CPD Lachine Bank’s General Counsel about any questionable situation.
CPD Lachine Bank officers, directors and employees shall keep CPD Lachine Bank’s information, and our customers’ information, confidential (except where disclosure is legally mandated, such as in a court proceeding). Your legal obligation to maintain the confidentiality of such information will continue even after the termination of your employment with CPD Lachine Bank. In the event of termination of employment with CPD Lachine Bank, employees may not remove any documents, customer lists, customer information or other CPD Lachine Bank proprietary materials from CPD Lachine Bank premises, computers or otherwise without specific permission and are required to promptly return any and all CPD Lachine Bank-related documents or other CPD Lachine Bank proprietary materials in their possession. “Confidential Information” includes all non-public information that might be of use to competitors or harmful to the company or its customers if disclosed. You may not trade CPD Lachine Bank stock or the stock of customers or others based on inside information. You may not profit from confidential information received from our customers. You may not assist others in insider trading and may not disclose information in