THE VICTORY BANCORP, INC.
THE VICTORY BANK

EXCESSIVE OR LUXURY EXPENDITURE POLICY

1. PURPOSE

This Policy fulfills the requirements under the American Recovery and Reinvestment Act of 2009 (ARRA) enacted February 17, 2009. ARRA requires each recipient of funds under the Capital Purchase Program (CPP) of the Troubled Assets Relief Program (TARP) to have in place a company-wide policy regarding excessive or luxury expenditures, as identified by the Secretary of the Department of the U.S. Treasury.

2. OBJECTIVES

The Victory Bancorp, Inc. and its subsidiary, The Victory Bank (the “Bank”) (collectively the “Company”), prohibit excessive or luxury expenditures on entertainment and events, office or facility renovations, aviation or other transportation services or other activities or events that are not reasonable expenditures for conferences, staff development, reasonable performance incentives or other similar measure conducted in the normal course of business operations.

3. ADMINISTRATION

The CFO is responsible for the day-to-day administration of this Policy, and the CEO is accountable for overall adherence to this Policy and must approve any exceptions. Strict adherence to this Policy is mandated for all Company Directors and employees. Violations of this Policy shall be promptly reported to the Board of Directors.

4. DEFINITIONS

A. Renovations:
Renovations of facilities and office spaces should be relative to the approved project and current profit plan of the Company. An exception to this can be allowed if management must deal with an emergency situation, such as an act of nature, and the expenditure is necessary to make the facility operational for customer use. At no time should renovations be done that would have the appearance of being extraordinary, or excessive from a shareholder perspective.

B. Entertainment:
Entertainment is defined as an activity that an Employee or Executive would use corporate funds for business development purposes relating to a current customer or prospective customer, or to further enhance the Company’s marketing efforts.

Our policy is that all expenses incurred to the Bank would be for Company purposes, and used to drive business to the Bank. Occasional events such as taking customers or prospects on trips, playing golf, eating dinner, or taking them to other events the customer/prospect would find pleasurable is a necessary part of the Company’s marketing efforts and is not deemed as “luxury” or a violation of this Policy. These expenses should be documented and detailed as to the benefit derived by the Bank through the normal accounts payable process.

Events and parties focused on customers for the purpose of attracting their business would not fall under this Policy.

C. Conferences:
We encourage our staff to attend conferences that are appropriate educational opportunities. These conferences must be related to the financial services industry and have a direct correlation.

D. Employee Recognition/Holiday Parties:
We feel that employee recognition/holiday parties are part of an employee appreciation process. These events should be local in geographic nature, and may not cost the Bank more than an average day’s payroll per employee, on average. (Example: If the payroll is $1.2m annually divided by 260 days, equals $5k in expense available for an appropriate holiday party.)

E. Board/Management Retreats:
Retreats shall only be used for educational or business planning purposes, and should be kept in consideration and looked at, in the same view and discretion as all other expenses. Board education is a vital part of maintaining, and keeping a dynamic director base, and this Policy should not limit a retreat that is focused on strategic planning or education.

F. Aviation Services:
Transportation for Company staff to outlying locations, including bank locations, conferences, business development purposes and merger and acquisition research, should be conducted in the most cost appropriate way for the Company. Modes of transportation to be used may consist of vehicle, commercial air or rail service. The selection of transportation services will factor in cost, efficiency and timeliness of travel. Private air services are not allowed without the approval of the Chairman of the Board of Directors.

5. REPORTING OF VIOLATIONS

Any individual who violates this Policy, or knows of any such violation by any other individual must report the violation immediately to such individual's supervisor who shall then report the violation to the CEO or to the Chairman of the Audit Committee (if an alleged CEO violation). Any employee or director who engages in extravagant spending shall be subject to discipline up to and including termination of employment or removal from or omission of re-nomination to the Board.

6. SPOUSE TRAVEL EXPENSES

The Bank does not pay the expenses of a spouse, a guest or a family member accompanying a director or employee who is attending Bank related functions unless the attendance is required or expected (this would normally include only conventions and other major social events.) Reimbursement of these expenses must be requested and approved prior to the convention or event by the Chainman of the Board, the CEO or the employee's supervisor, as applicable.

7. CLOSING

This Policy, and any amendments hereto, shall be posted on the Company’s Internet website and provided to the U.S. Department of the Treasury and the Companies regulators. The Chief Executive Officer and the Chief Financial Officer shall certify at least annually that this policy is being followed and that the approval of any expenditure requiring prior approval of an executive officer or the Company’s Board of Directors was properly obtained with respect to each such expenditure.