Business Code of Conduct April 28, 2004



The purpose of this Business Code of Conduct is to provide a framework for the ethical standards expected of the employees and directors of Yardville National Bank ("YNB" or "Company"). The honesty, integrity and sound judgment of our employees and directors are essential to the Bank's reputation and success.


Conflicts of Interest:

A conflict of interest exists when an individual's personal interests interfere or appear to interfere in any way with the individual's duties to YNB. The following guidelines should be followed to avoid possible conflicts of interests:


No outside personal, business, charitable, religious, civic or investment activities shall conflict with the interests of the Company. Employees or directors may, however, sell, purchase, or lease property or services to or from the Company if: a) the conflict is disclosed to the Company by the employee or the director prior to entering into the transaction; b) the transaction is in the ordinary course of business and on commercially reasonable terms and conditions; and c) the transaction is approved by management or, in the case of insiders, by the Audit Committee, the Board, or both.


Employees and directors may only invest in the securities or business of a customer or vendor if such investment is fully disclosed to management and the Board and said employee or director abstains and removes himself/herself from the approval of any loans/contracts involving said customer or vendor.


Employees and directors shall not solicit money, gifts or other forms of compensation benefiting themselves for business decisions they make for the Company or for services that are part of their job. Certain gifts of nominal or reasonable value are acceptable. They include: a) gifts that are favors based on obvious personal relationships when the circumstances make it clear that such relationship, rather than the business of the Company, are the motive for the gift; b) meals, refreshments, travel arrangements or accommodations, or entertainment as long as all are of reasonable value, are in the mutual business interest of YNB and the other party, and do not create a sense of obligation; c) gifts of reasonable value that are related to commonly recognized events or occasions such as a promotion, new job, wedding, retirement, religious holiday, etc.; and d) advertising or promotional material of reasonable value, such as pens, note pads, key chains, calendars or similar items.


Compliance with Laws, Rules and Regulations:

YNB is subject to numerous federal, state and local laws, rules and regulations. YNB has adopted various policies and procedures to facilitate compliance with applicable laws and regulations, and from time to time conducts compliance and training sessions regarding specific subjects. Employees and directors are expected to respect and comply with all applicable laws, rules and regulations.



In the course of performing the duties of an employee or director, you may acquire certain confidential information relating to a customer or vendor of YNB. This information shall not be disclosed to any third parties unless said disclosure is authorized by the customer or vendor, or authorized by law. In addition, confidential information should only be disclosed to other employees and directors who have a business-related "need-to-know." The foregoing restrictions regarding confidential information shall continue after employment or service as a director.


Inside Information and Trading in Securities:

In performing the responsibilities to YNB, employees and directors may receive confidential information about YNB, its customers, vendors and others. Federal securities laws prohibit the purchase or sale of shares or other securities of the Company while aware of material non-public information (generally referred to as "insider information") concerning the Company. If the employee or director buys or sells the security based on "insider information" or discloses inside information, the disclosing employee, director, YNB, and the person to whom the information was disclosed, may violate securities laws. Employees and directors are prohibited from trading on inside information or communicating inside information to others.


Records and Reporting:

YNB requires honest and accurate recording and reporting of information to meet financial reporting, regulatory, tax and legal obligations. All business transactions must be properly and accurately recorded in a timely manner on YNB's books and records in accordance with applicable accounting standards, legal requirements and YNB's system of internal controls. Records should be retained and destroyed only in accordance with YNB's document retention policies.


Fair Dealing:

Each employee and director will endeavor to deal fairly with YNB's customers, vendors, competitors and employees. No employee or director may take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. In short, all employees and directors of YNB shall communicate honestly and ethically in serving our customers and conducting business with others.


Protection and Proper Use of Company's Assets:

All employees and directors should protect YNB's assets from theft, waste or loss and ensure efficient use. YNB's assets include physical and intellectual property such as YNB's brand, trademarks, copyrights, trade secrets as well as confidential and proprietary information. Any unauthorized use for distribution of YNB's assets is prohibited and may be unlawful.


Waivers of Code:

The Board of Directors must approve any waivers of this Business Code of Conduct for the Chief Executive Officer, the Chief Financial Officer, or any other executive officer or director. The Corporation will promptly disclose such waiver as required by law, regulation or applicable stock exchange rule.



Failure to comply with the terms of this Business Code of Conduct constitutes grounds for disciplinary action, including termination of employment or removal as a director.