Code of Conduct

Our communications with our customers, shareholders, the public and each other should be appropriately clear and truthful. Our reputation as a company is among our most valuable assets, and it is up to all of us to make sure that we nourish that reputation.

Part of being useful and honest is being appropriately responsive; recognizing relevant customer feedback when we see it, and doing something about it. We take pride in responding to communications from our customers, whether in the form of comments or questions, problems or compliments.

• Answer all telephone calls within two rings
• Answer all e-mail correspondence within 4 hours of receipt or within two hours of opening for business on a new day whichever occurs first
• Resolving customer questions on the first communication

Saying that Bank of Internet USA, and the products and services we provide, should be useful, honest and responsive is one thing; achieving that goal 100 percent of the time is, of course, quite another. That means that improving our work over time is largely contingent on the vigilance of our staff. Any time you feel our customers aren't being well served, don't hesitate to bring it to the attention of management. Don't sit back and say nothing when the interests of the customers are at stake. When you feel it's warranted, we encourage you to take a stand.

Generally, we rely on our personal values and integrity to guide each of us in making decisions. You must keep in mind how your actions will affect the credibility of the Bank. Our business ethics must reflect the values and standards of conduct outlined in this Code. If you encounter a situation that causes you to be unsure of the best solution, ask yourself the following questions:

• Are my actions legal? If legal, are they also ethical?
• Am I being fair and honest?
• Will my actions stand the test of time?
• Can I defend my action with a clear conscience?
• Would I be proud to read about my action in the newspaper?
• Is it the right thing to do? What would I tell my child to do?
• How would my friends, family, customers, other employees, community, regulators and shareholders react to my actions?

If your answers to these questions are troubling in any respect, it may be that whatever you are considering is the wrong course of action. You are encouraged to seek guidance and to express any concerns that you may have until you are certain that you are doing the right thing. Any questions you may have should be discussed with your manager or a senior officer.

If your questions are not resolved, the Board of Directors has the ultimate authority to resolve questions of interpretation and applications of the Code of Conduct. If you suspect a violation of the Code, it is your duty to report it directly to Mr. Paul Grinberg, Audit Committee Chairman. Mr. Grinberg can be reached at 760-942-8885 or paul@grinberg.info. This reporting will allow you an opportunity to express concerns confidentially and anonymously, with the communication being safeguarded as much as possible. All reports will be reviewed, however such review does not necessarily imply that a violation exists or will exist. If you make such report please know that you will be treated with respect and retaliation in any manner will not be tolerated.

Due to the nature of the financial services industry, the Bank must maintain financial credibility at all times. For this reason, you are expected to demonstrate an ability to manage personal finances properly, particularly the use of credit. Imprudent personal financial management can affect job performance and reflects poorly on your ability to perform responsibilities of a financial nature.

Bank of Internet USA is an equal opportunity employer. Employment here is based solely upon one's individual merit and qualifications directly related to professional competence. We don't discriminate on the basis of race, color, religion, national origin, ancestry, pregnancy status, sex, age, marital status, disability, medical condition or sexual orientation, or any other basis protected by law. We will also make all reasonable accommodations to meet our obligations under the Americans with Disabilities Act (ADA) and state disability laws.

The Bank is committed to maintaining a workplace environment free from discrimination and harassment. In keeping with this policy, the Bank strictly prohibits unlawful discrimination or harassment of any kind, including discrimination or harassment on the basis of race, color, veteran status, religion, gender, sex, sexual orientation, age, mental or physical disability, medical condition, national origin, marital status or any other characteristics protected by law.

We strictly prohibit all forms of unlawful harassment on the part of all employees, temporary workers, independent contractors, interns, and other professional service providers. We prohibit unlawful harassment in any form, including verbal, physical or visual harassment.

Sexual harassment includes, but isn't limited to, making unwanted sexual advances and requests for sexual favors where (1) submission to such conduct is made an explicit or implicit term or condition of employment; (2) submission to or rejection of advances is used as the basis for employment decisions affecting an individual, including granting of employee benefits; or (3) unwanted conduct has the purpose or effect of substantially interfering with an individual's work performance or creating an intimidating, hostile or offensive working environment, even if it does not lead to tangible or economic job consequences.

If you believe you've been harassed by anyone with whom you come into contact at the Bank, you must immediately report the incident to your supervisor or the Director of Human Resources or the President or all three. Similarly, supervisors and managers who know of any such incident must immediately report the harassment to Human Resources, which will promptly and thoroughly investigate any complaints and take appropriate corrective action when it is warranted. Employees who are found to have violated this Code are subject to discipline up to and including immediate discharge.

Retaliation for reporting any incidents of discrimination or harassment or perceived discrimination or harassment, for making any complaints of discrimination or harassment, or participating in any investigation of incidents of discrimination or harassment or perceived discrimination or harassment is strictly prohibited. If a complaint of retaliation is substantiated, appropriate disciplinary action, which may include discharge, will be taken.

Too often one hears stories of employees who were harassed, often for long periods of time, but didn't feel comfortable coming forward. We want to make entirely clear that the Bank is not, and never will be, the kind of company in which any employee should ever feel that way. If you feel there's a problem, please let us know about it right away so that any concern of discrimination or harassment can be investigated and addressed promptly and appropriately.

Our position on substance abuse is quite simple: we consider it to be incompatible with our employee's health and safety, not to mention their chances of long-term success with this company. Employees who are under the influence of alcohol or drugs while on the job can endanger themselves and others and create serious disruptions. Should an employee be under the influence of drugs or alcohol while on the job, appropriate disciplinary action, which may include discharge, will be taken.

The Bank’s commitment to providing our employees with a completely safe work environment extends to any and all forms of weapons and workplace violence. We will not tolerate any level of violence, or the threat of violence, in our workplace. Under no circumstances should any employee bring any sort of weapon to work or threaten violence of any kind, and violations of this policy will result in appropriate disciplinary action, up to and including dismissal. As with other elements of this Code, if you become aware of any violation of our weapons and workplace policy, you should report them to the Human Resources department, President or both as you prefer, appropriate disciplinary action, which may include discharge, will be taken immediately.

You should consider it your responsibility to promptly disclose any interest you may have that could conflict with the interests of the Bank. One way to think about it when considering whether a given action, relationship, gift, etc. constitutes a conflict of interest is to imagine yourself at a company meeting. Could you justify your actions in front of your peers? The answer to that question should help you evaluate the situation.

You should not invest, without approval from the Audit Committee or the Board of Directors, in a Bank customer, supplier, developer or competitor if it's at all likely that your investment could compromise the fulfillment of your responsibilities to the Bank. As a general rule, the greater your responsibilities at the Bank and the larger the amount of the desired investment, the more likely it is that you're doing something that conflicts (or could be perceived as conflicting) with the Bank's interests.

Not all gifts and entertainment necessarily represent conflicts of interest; inexpensive "token" gifts, infrequent business meals and entertainment, and invitations to celebratory events can be considered ordinary aspects of many of the Bank’s business relationships, provided that they aren't sufficiently excessive as to create the appearance of impropriety.

You should not, however, accept any significant gift, payment or anything else of value from customers, vendors, consultants, or anyone else doing business with the Bank, if the gift would likely be perceived as unduly influencing your business decisions. Accepting a company T-shirt or coffee mug, for instance, isn't likely to change your assessment of a potential business relationship.

One more word on this subject: It's worth remembering that many of the companies which whom you have professional dealings will have gifts-and-entertainment policies of their own; if any gift or event you're about to give or receive could fall into a dubious "gray zone," it's probably worth checking with your business counterpart to be sure he or she isn't, even inadvertently, violating his or her company's policy.

Business relationships that you pursue outside your work at the Bank require above all – like many of the other situations described in this Code – your good faith and common sense. As a rule, professional relationships with companies that compete with the Bank are problematic; in particular, you should be extremely reluctant to accept personal employment or fees of any kind from any of the Bank’s supplier, customer, developer or competitor while you are employed here.

It's also important to point out that business opportunities discovered through your work at the Bank belong first and foremost to the Bank; you should not pursue such an opportunity yourself unless you first disclose it fully to, and receive permission to pursue it from, senior management.

Similarly, business relationships with friends and relatives whose interests may conflict with the Bank’s can easily leave you with the sort of conflict of interest that can be difficult to happily resolve.

You are prohibited from processing any transaction for yourself, family members, business partners, or anyone living in your home. Additionally, you are not to handle transactions where a personal interest might take, or appear to take, precedence over the best interests of the Bank. You should not handle any part of an account where you might have a personal interest or serve as a signer. Loan Officers will not approve and/or process loan transactions for any family member, or derive any personal benefit from loan proceeds. All employee accounts are subject to random review and audit.

Borrowing from an individual who is a customer of the Bank, or from a business that is a customer of the Bank, must be avoided under all circumstances. Besides the obvious possibility of influencing your judgment and decisions, the granting or denial of such a request imposes a burden on the customer.

The Bank’s "confidential information" may include financial information, product information, user information, etc. The first rule is pretty simple: it is your responsibility to exercise all due care to ensure that confidential Bank material stays that way. At times, however, some particular project or negotiation properly necessitates disclosing confidential information to a third party. Disclosure of confidential information should be on a "need to know" basis. When such instances arise, simply be sure to first contact the President so that an appropriate nondisclosure agreement for the signature of all appropriate parties.

The Bank is totally committed to protecting and safeguarding customer privacy. Personal and financial customer information must be treated with the utmost respect. You must not sell or provide any personal customer information to third parties except as necessary in the normal course of business as needed to fulfill a service authorized by a customer, such as a Visa debit card or mortgage loan. You must comply with all physical, technical and administrative safeguards to keep all customer information private.

Your own job at the Bank may or may not involve significant record keeping; but whenever appropriate, we're all responsible for helping to make sure that the Bank’s books are accurate. Records and accounting information must be accurate and maintained with reliability and integrity. When you're involved in business transactions, be sure that you're following company procedures for carrying out and reporting them, obtaining appropriate management authorization for them and maintaining appropriate documentation for them.

Whenever the occasion arises, you should do everything possible to cooperate with our accounting/finance teams, external and internal auditors and regulators by giving them candid, thorough information to ensure that our books and records are accurate. If your job calls it for it, you should make sure that you're fully familiar with Bank policies.

Needless to say, you should never, ever in any way interfere with or seek to improperly influence, directly or indirectly, the auditing of the Bank’s financial records; and you should never falsify any book, record or account, including time reports, expense accounts and other personal Bank records.

Everyone should always take care to conserve Bank assets and equipment. All employees are provided with every possible tool we need to do our jobs effectively and comfortably, which makes it even more incumbent on all of us to avoid needless waste. Bank funds, equipment and other assets should not be requisitioned for purely personal use. If you aren't sure whether or not a given usage of company assets is okay, please ask your manager or Human Resources.

The Bank's computer, telephony and other communications resources are a crucial aspect of our company's property, both physical and intellectual. Please take all due care to maintain the security and privacy of these resources, and if you have any reason to believe that our network security has been violated – if, for instance, you have reason to believe that your network password may have been compromised – please promptly report the incident to the Chief Technology Officer.

Signing a contract on behalf of the company is a big deal. Please be sure never to enter into any contract unless you are authorized to do so (and if you are unsure if you are authorized, ask the finance department) and until it has been reviewed or approved as a form by senior management. And even with these rules in mind, be careful never to sign a contract without first taking the time to study it yourself until you fully understand or modified its terms.