The Company pledges fair treatment of all Associates. Specifically, the Company: 
 

1. Seeks to promote equal employment and career advancement opportunity, and to eliminate bias due to any prohibited basis.
2. Maintains on-going affirmative action programs and expects supervisors and all other associates to comply fully with the spirit as well as the provisions of these programs. 
3. Considers criteria such as demonstrated ability, experience, and job qualification as the primary basis for selection and promotion.
4. Will provide policies, procedures and guidance concerning the appropriate performance of duties expected of all associates. 

The Company expects conscientious and professional work, as well as high ethical standards from Associates. You are expected to:

1. Adhere to the spirit and provisions of this Code of Conduct.
2. Avoid illegal or unethical conduct in both business and personal matters. Such conduct, or any conduct prohibited by this code, constitutes grounds for dismissal.
3. Perform work duties in good faith, in the best interests of the Company, and in a prudent manner. Moreover, you:
   1. Should not knowingly delay or neglect any Company matter entrusted to you, or handle any Company matter you know, or should know, that you are not qualified or authorized to handle; and
   2. Should not execute any note, contract or other agreement on behalf of the Company, except as specifically authorized by the Company.
4. Carefully follow expense account policies and guidelines. Falsification of an expense account constitutes grounds for dismissal.
5. Comply with the Company’s stated policies on illegal use of drugs, controlled substances and alcohol abuse.  You shall neither possess nor use illegal drugs or illegally controlled substances at any time.
6. Carry out your responsibilities honestly and with the utmost integrity, exercising at all times your best independent judgment.

It is the Company’s policy to comply with all applicable laws, rules and regulations. You should make every effort to ensure that you, and the Company, are in compliance with such laws, rules and regulations. The Company will provide policies, procedures and guidance that if followed will ensure compliance with various regulatory and legal requirements. Failure to follow these policies, procedures and guidance may result in disciplinary action up to an including termination and civil and/or criminal penalties. 

A conflict of interest exists in any situation in which your personal interests, or your obligation to another person or company, are in conflict with the Company’s interests. You must not use your association with the Company for personal gain except for authorized compensation and benefits. Although it is impossible to list every type of conflict of interest, the relationships described below should be reported in writing to Human Resources, who will report to the board of directors. 

To avoid possible conflicts of interest, you:

1. Shall not purchase or lease assets or property from, or sell or lease assets or property to the Company or any of its affiliates, except as in the ordinary course of business and on terms and conditions generally available to the public and where no undue advantage arises from association with the Company;
2. Shall not take personal advantage of any business opportunity that might be of interest to the Company, unless details of the business opportunity are first disclosed to Management and the Company elects not to pursue the business opportunity;
3. Shall not participate in or influence the making or approval of any Company credit or business decision if you or your immediate family members, or any related interest of yours or related interest of your immediate family members, has, or may reasonably appear to have, a material interest in the matter involved;
4. Shall not, except with the express permission of the board of directors, make any material investment in any business (a) that the Company has a pre-existing relationship and with which you deal directly or indirectly in the course of your employment or (b) a non public company with which the company is a direct competitor. The term “material,” for purposes of this section means if the investment is financially significant to either you or to the other business;
5. Shall not have a relationship as an associate, executive officer or director for any other for-profit corporation that is engaged in any presently competitive or potentially competitive line of business without prior approval of the board of directors; and shall report acceptance of any employment relationship or directorship with any other non-competing for-profit corporation to Human Resources, who will report to the board of directors; and
6. Shall not give legal, tax, or accounting advice to any client of the Company, unless you are qualified and authorized to assist clients with financial planning and counseling. In general, clients should be cautioned to seek professional advice regarding such matters. 

Two of the Company's most valuable assets are its confidential information and its intellectual property. In the course of your employment with the Company, you may acquire certain information about the Company, its clients, suppliers, shareowners, or other Associates. The unauthorized use or release of any confidential information during or after employment with the Company, regardless of how the information is obtained, is a breach of this Code of Conduct. In addition to "Non-public Financial Information", which is defined by Regulation P as any personally identifiable financial information obtained by any means, other than publicly available information, including both "internal" and "external" information; confidential information includes any information, of any nature, concerning clients, suppliers, shareowners, or Associates that is not generally known to the public (the "Confidential Information"). Examples of Confidential Information include, but are not limited to, the existence and type of business relationships, loans, accounts, balances, credit ratings, credit or debit card purchase information, trade secrets as defined by law, experience, any information provided to the Company by the client, information collected through an internet “cookie”, information obtained through a consumer report, or information regarding any other transaction with the Company. Your duty to preserve and maintain confidentiality continues after termination of employment with the Company.

Associates must safeguard the Company's intellectual property by using it only in ways that are consistent with applicable law and by not disclosing the Company’s intellectual property to or allowing third parties to use the Company's intellectual property without appropriate legal protections approved by the Company's legal counsel. The Company's intellectual property includes, but is not limited to, patents, trade secrets, trademarks, service marks, copyrights, and Confidential Information, including internal information about the Company, which includes, but is not limited to, corporate policies, objectives, goals and strategies; lists of clients or vendors; substantial relationships with prospective or existing clients, Associate records; and other materials such as graphs, memoranda, manuals, reports, records, computer software or hardware of any kind, training materials, bulletins, and similar originals or copies of records, whether or not you have contributed to their creation. Inventions and ideas of Associates, which are created by Associates in connection with the Company's business, research, development, or design efforts, are the exclusive property of the Company. Furthermore, Associates are prohibited from the unauthorized use of the intellectual property rights of others. 

Your position with the Company may provide you with access to material, non-public information relating to the Company (“Inside Information”). Information is “material” if it would be important to an investor in making a decision to buy or sell a security. Accordingly, you shall not buy or sell CCBG’s securities while in possession of Inside Information, pass the Inside Information to another person who may buy or sell CCBG’s securities or engage in any other activity to take advantage of Inside Information. If you obtain Inside Information about another company in the course of your employment, you shall not buy or sell the securities of that company, or pass it on to others outside of CCBG, until the Inside Information becomes public. In the event that CCBG’s securities are ever held in any pension or retirement plan sponsored by CCBG, and you serve as an executive officer of CCBG, you shall not buy, sell, or otherwise acquire the CCBG’s securities during any pension blackout period that may be imposed from time to time. 

Except as stated below, it is a federal crime for you to solicit, demand, or accept from any party anything of value in return for any business, service or confidential information from the Company or any affiliate; whether before or after a transaction is discussed or consummated. The violation can be a misdemeanor or felony, depending upon the amount, and can be punishable by fine and/or imprisonment.

It is not uncommon for bankers to have close social or family ties with some of their clients. Gifts exchanged between you and your family members or social friends are not covered by this Code of Conduct if exchanged solely because of the family or social relationship, and not because of any banking relationship.

Although accepting gifts in connection with Company business is generally prohibited, you may accept meals, refreshments, travel arrangements or accommodations, or entertainment, all of reasonable value and made in the course of business, provided the benefit would be recognized and paid for by the Company as a reasonable expense if not paid for by another party. You may also accept advertising or promotional items of nominal value, such as pens, calendars and similar items; discounts on goods or services that do not exceed those available to other clients; gifts of modest value related to commonly recognized events or occasions; and civic, charitable, educational or religious organizational awards for recognition of service and accomplishment. Gifts of cash in any amount are expressly prohibited. If you need assistance with determining “value” please contact the Compliance Department. 

You may not, on behalf of the Company, directly or indirectly give, offer, or promise anything of value to any individual, business entity, or organization for the purpose of influencing the action of the recipient. This standard of conduct is not intended to prohibit normal business practices such as providing meals, entertainment, tickets to cultural and sporting events, promotional gifts, gifts given as tokens of friendship or special occasion gifts, so long as they are of nominal and reasonable value under the circumstances and promote CCB or CCBG’s legitimate business development. If you need assistance with determining “value” please contact the Compliance Department. The policy on expense reports for legitimate business expenses must be strictly followed.

You shall not engage in discussions or enter into agreements or arrangements with competitors regarding prices for services or other competitive policies or practices.

You shall strive to provide information that is clear, factual, relevant and honest to enable clients to select services best suited to their needs. All services, whether related to loan, deposits, or other banking services will be equally available to all clients who meet the Company’s criteria and standards, and clients will never be screened or treated on any prohibited basis. 

Outside activities must not interfere or conflict with the interests of the Company. Acceptance of outside employment, speaking at compensated outside engagements, election to directorship of other organizations, representation of Company clients in dealings with the Company, or participation in activities on behalf of outside organizations or in political activities all represent potential conflicts of interest.

Although generally discouraged by the Company, you may, with prior approval from a member of Management, obtain gainful employment outside the Company if it does not interfere with assigned duties. Any outside employment should not involve the use of company equipment, supplies, or facilities; imply the Company’s sponsorship or support; or adversely affect the reputation of the Company or any of its affiliates.

The Company encourages you to participate in worthwhile social, religious, philanthropic or civic organizations, colleges or schools, neighborhood associations, Company-sponsored clubs, or banking or general business trade or professional organizations. Signature authority on accounts for such entities that are maintained at CCB must be reported to Management.

Although you are encouraged to participate freely and actively in the political process, you must ensure that such activities comply with the provisions of this Code of Conduct and all applicable laws, rules, and regulations. If you wish to volunteer for a political campaign, you must do so on your own time and as an individual, not as a representative of CCBG, CCB or any of its affiliates. You may not use any company staff, facilities, equipment, supplies, or mailing lists. When acting as a fundraiser for a candidate or political event, be certain that your activities cannot be viewed as connected with your position with CCB, especially when communicating with associates, clients or suppliers. 

The manner in which you manage your personal finances can affect on-the-job performance and the Company’s image in the community. Therefore, you should avoid any circumstances that may lead to over-extensions of credit, overdrafts, or other financially embarrassing situations. This prohibition does not apply to overdrafts that are covered through pre-approved overdraft facilities, provided that such facilities must not be a violation of Regulation O regarding prohibited insider transactions.

Borrowing may be done only on a normal basis with no favored treatment, except as stated in the Company’s Associate loan programs. Borrowings by Executive Officers from correspondent banks must be in strict compliance with the provisions of Regulation O. Borrowings by CCB loan officers from any other institution must not be done on a below-market rate based on an agreement for mutual reciprocity with a loan officer from that institution.

To minimize security risks and avoid conflicts of interest, immediate family members or other persons with whom you have close personal relationships may not work in the same department, be placed in positions where one may supervise another, or be placed where one may be in a position to handle the same banking transaction within CCB or another affiliate. This rule also applies to persons with a relationship defined in our policy covering consensual romantic relationships. The Chief People Officer must approve exceptions to the policy. 

Neither you nor a member of your family (with certain limited exceptions) may accept any benefit from a Company client pursuant to a will or trust instrument if the value of the benefit is greater than $100. Benefits valued over $100 may be accepted if (a) the client making the bequest is a member of your family or (b) you have obtained the President’s prior-approval. You may not demand or solicit any such benefit.

A fiduciary is a person (or an institution) who has been given the responsibility, in writing, to acquire, invest, sell, or manage money or property belonging to another person. The fiduciary has the duty to exercise proper care and diligence on behalf of the other person. You may not act in any fiduciary capacity under a will, trust, or other instrument unless the President (after consultation with legal counsel, if necessary) has approved such activity. If the President is to act in such a capacity, prior approval should be obtained from the board of directors. This requirement does not apply to a will, trust or other instrument established by a member of your family. If you act as a fiduciary for another entity, all transactions initiated by you with CCB on the entity’s behalf must be disclosed to the Internal Audit Manager.

In all estate or trust matters involving Associates where CCB or Capital City Trust Company (CCTC) is a fiduciary, all necessary steps must be followed in order to ensure compliance with applicable laws, rules and regulations.

The Company or one of its subsidiaries generally has fiduciary obligations (as defined in the preceding section) to all investment management and fiduciary account clients. To reduce the likelihood of possible conflicts between trust and fiduciary clients and those of the Company, its Associates, and its other clients, the Company has implemented the following guidelines:

1. CCTC may not make investment decisions on behalf of trust and fiduciary clients that are based, in part, on confidential information regarding other clients that is generally known by other Company departments (such as deposit or loan information, or any other Non-public Financial Information, as previously defined above);
2. The Company will not accept fiduciary or investment management accounts if the Company believes there is a conflict of interest and the conflict could interfere with proper account administration;
3. CCTC may not purchase, sell, lease, or loan managed assets on behalf of Associates and their families, unless the Associate is the trustee or a beneficiary of the fiduciary or trust account. Commercial banking services (as opposed to trust services) of the Company should generally be avoided, unless it is clearly in the best interest of the account. Normal fees will be charged for these services; and
4. Fiduciary or investment management accounts may not invest in the Company’s securities, except as directed by the client; nor shall associates recommend purchase of the Company’s securities for fiduciary and investment management clients. 

The Company’s and its affiliate’s name, logo and corporate letterhead must never be used for any purposes other than in the normal course of official Company business, unless officially sanctioned by a member of Management. You may list CCBG on a resume or list CCBG as a credit reference on a loan application. You may not, however, use your CCBG business card to solicit business for an outside venture or use CCBG letterhead for correspondence related to a personal or outside activity. The use of social networking sites such as Facebook, Twitter, LinkedIn is covered in detail by a separate policy. Associates should never use these sites for company business nor to solicit business on behalf of the company without explicit permission from Senior Management. 

The Company’s relationship with the media is an important one that affects its image in the community. You should refer all questions or requests for information from reporters or other media representatives to the Marketing Director or President to ensure consistency and accuracy of information. 

It is the Company’s policy that the information in its public communications, including all filings submitted to the Securities and Exchange Commission (SEC), be full, fair, accurate, timely, and understandable. You are responsible for acting in furtherance of this policy. The Company expects you to be responsible for maintaining accurate and complete records. The Company’s financial, accounting and other records must accurately and fairly reflect the financial status of the Company in accordance with generally accepted accounting practices and procedures. To accomplish this goal, the Company utilizes internal controls over financial reporting that are designed to assure that the Company’s financial records are complete and accurate. You must follow the Company’s control procedures and, if you do not understand any aspect of the Company’s controls and procedures, you are expected to seek guidance from your supervisor or Internal Audit Manager or a member of Management. The Company will not tolerate false or incomplete entries in the company’s books and records. Furthermore, you shall not attempt to improperly influence internal or external auditors or regulators. 

If you embezzle, steal, or willfully misappropriate any monies, funds, credits or any other property from the Company, it will be grounds for dismissal. In addition, you may be subject to fine or imprisonment, or both. 

The Company strives to be a good corporate citizen in every community in which it operates. The Company believes it to be in its best interests to support worthy civic, cultural, educational, social, and other programs which contribute to the quality of life. Likewise, you are encouraged to exercise your rights and duties as a private citizen and take an active part in your local community. 

Financial and personal information about clients commands the same respect and care as funds and property. To protect the privacy rights of the Company’s clients, the Company and all Associates will:

1. Securely maintain all files and records which contain client information;
2. Not divulge personal or credit information to others except with proper client authorization, through proper legal process or regulation, or for accepted credit reporting purposes; and
3. Faithfully abide by the Privacy Policy which has been adopted, and a summary of which has been disclosed to the Company’s clients in its Consumer Privacy Notice. This prohibition will remain in effect unless the Company makes a formal change to its Privacy Policy and until consumers have first been given adequate notice of any change in this policy and given the opportunity to opt-out of such information sharing.

Federal law prohibits all corporations from making federal political contributions. In addition, various state laws further limit political contributions. You must follow appropriate federal, state, and local laws and regulations when making personal contributions to political candidates and campaigns. 

You are responsible for reading this Code of Conduct. You are expected to adhere to both the letter and spirit of this Code of Conduct at all times. The policies and rules of this Code of Conduct will be rigorously enforced by the board of directors.

It is your responsibility to report promptly to the board of directors any actual or perceived violations of this Code of Conduct or of any law. If you are uncomfortable reporting violations through the normal chain of command, you may confidentially report violations via a toll-free hotline number of a third party vendor. (See the tab Attachment A for details.) Failure to do so is a separate breach of this Code of Conduct. Upon receipt of such report of violation, Human Resources shall conduct an investigation and report to the Internal Audit Manager who reports to board of directors.  Any violations involving the Company’s CEO must be reported to the board of directors either through your chain of command or the hotline number. 

Every new Associate will be required to sign the attached statement indicating that he or she has received a copy of and has read this Code of Conduct, understands its provisions, and agrees to abide by them.  All Associates will be required to provide an annual acknowledgement (which may be by electronic means) re-confirming his or her original representations and further confirming that they are still in compliance with this Code of Conduct or that any event of non-compliance has been reported to Human Resources. 

There shall be no waiver of any part of this Code of Conduct except by a vote of the board of directors. Prior to such a vote, the board must ascertain whether a waiver is appropriate and ensure that any waiver is accompanied by appropriate controls designed to protect the Company. 

Management shall determine appropriate actions to be taken in the event of a violation of this Code of Conduct by an Associate. Any such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Conduct, and may include:

1. Written notices to the individual involved that management has determined that there has been a violation;
2. Censure;
3. Demotion or re-assignment of the individual involved;
4. Suspension with or without pay or benefits; and
5. Termination of the individual’s employment.

In determining what action is appropriate in a particular case, management shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or one of repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.