Code of Ethics

I. Introduction

This Code of Ethics ("Code") applies to the directors, officers and other employees of Michigan Heritage Bancorp, Inc. and its subsidiaries, including Michigan Heritage Bank (collectively, the "Company" or "Michigan Heritage"). This Code is intended to deter wrongdoing and promote honest and ethical conduct (including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships); full, fair, accurate, timely, .and understandable disclosure in public reports and in other public communications; compliance with applicable governmental laws, rules and regulations; proper internal reporting of violations of the Code; and accountability for adherence to the Code. This Code is intended to supplement our other policies applicable to directors, officers and employees generally.

If you have any questions regarding the best course of action in a particular situation, you should promptly contact the Director of Human Resources or the Compliance Officer.

II. Principles and Responsibilities

In performing his or her duties, each director, officer and employee must:

1. Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2. Avoid conflicts of interest by disclosing to the Board of Directors any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
3. Comply with our accounting policies and practices, and provide, or cause to be provided, full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities Exchange Commission and in other public communications made by us;
4. Comply and take all reasonable actions to cause others to comply with applicable governmental laws, rules, laws and regulations;
5. Not give or receive any type of gift, token, or favor, that has or could reasonably be viewed as having any potential to influence how you engage in or conduct business relations with the Company, or any of its suppliers, customers, competitors, or any other party with which Michigan Heritage may engage; and
6. Promptly report any actual or suspected violations of the Code to the Director of Human Resources, the Compliance Officer or the Compliance Hotline toll free at 1-888-883-1499. All calls to the compliance hotline are anonymous and confidential. Reporting any activity will not subject you to any disciplinary action or proceeding, unless the reporting activity is knowingly false.

No officer, employee, contractor, subcontractor, or agent of Michigan Heritage may discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee in terms and conditions of employment because of any lawful act done by the employee for providing information, causing information to be provided, or otherwise assisting in a governmental investigation regarding any conduct that the employee reasonably believes constitutes a violation of applicable law or this Code.

III. Waivers

Any waiver of this Code for any director, officer and employee must be approved by the Board of Directors.

IV. Adherence and Accountability

Each director, officer and employee will be held accountable for his or her adherence to the Code. The failure of any director, officer and employee to comply with the Code may result in disciplinary action, up to and including termination of employment or removal from the Board of Directors. Violations of this Code may also constitute violations of law and may result in civil and criminal penalties for you and/or Michigan Heritage.

V. Administration

This Code shall be administered, monitored and audited on a periodic basis by such employee(s) and/or department(s) designated by the Board of Directors.

VI. Disclaimer

This Code is not intended and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.