STANDARDS OF CONDUCT AND CODE OF ETHICS FOR DIRECTORS AND OFFICERS STATEMENT OF POLICY                In exercising their responsibilities at AJS Bancorp. Inc. (the “Company”) and at its wholly owned subsidiary A.J. Smith Federal Savings Company, directors and officers shall adhere to the highest standards of honesty, integrity and impartiality.  They shall diligently and honestly administer the affairs of the Company in a reasonable manner that both complies with the law and reflects proper business prudence.  Directors and officers must act in a loyal manner consistent with the interests of the Company and put aside their own personal or business interests.  The conduct of Company directors and officers must be such so as to avoid even the appearance of a conflict of interest.  In the event an appearance of or actual conflict of interest with the Company unavoidably arises, officers and directors are expected to disclose it in full and recuse themselves from any decision making processes in which the conflict arises and take such other affirmative steps as may be appropriate.  In order to assist the directors and officers in meeting these standards, the following Standards of Conduct and Code of Ethics (“Code”) are being adopted.  This code is to be closely adhered to by each director and officer in connection with all matters involving the Company.  CONFLICTS OF INTEREST For purposes of the Code, a “conflict of interest” shall be deemed to exist where any director or officer or a related interest has any personal or financial interest, direct or indirect, in any Company action, failure to act, decision not to act or method of action, in connection with any transaction relating to the Company’s internal or external operations.  For these purposes, “related interest” shall be any entity listed on or which should be listed on the Related Interest Statement requested annually as a part of Regulation “O” compliance. Examples of conflicts of interest that would affect directors and officers and the Company’s internal or external operations or conduct may include, but are not limited to:  loans which will directly or indirectly benefit directors or officers or members of their immediate family or their related interests; loans to competitors of directors or officers or their related interests; the restructuring, modification, or renewal of loans were such restructuring, modification or renewal will directly or indirectly benefit directors or officers or their related interests; the determination of the Company to enter or not enter into a contract or other business arrangement for the delivery of goods or the performance of services with a director or officer or their related interests and; the availability of a business opportunity for the Company, where a director or officer, or their related interest might compete for or otherwise seek this same opportunity. Loans made to directors and officers in accordance with Company policy and consistent with applicable regulatory requirements will not in and of itself result in a conflict of interest. Appearance of Conflict of Interest.  The term “conflict of interest” shall also include an appearance of a conflict of interest.  An appearance of a conflict of interest shall arise where the facts and circumstances do not give rise to a full conflict of interest, but are so similar in nature that they may create doubt as to the impartiality or loyalty of a director or officer in connection with the transaction where the appearance arises.  Examples of appearances of a conflict of interest include, but are not limited to: a.       a loan by the Company to the brother-in-law of a director may not provide a direct or indirect benefit to that director or his/her immediate family, and therefore an actual conflict of interest does not exist.  However, the existence of the relationship itself gives rise to the appearance of such conflict and thus would require the director or officer to recuse him/herself from any decision-making process relating to the transaction. b.      an officer who assumes responsibility for analyzing and recommending approval of a loan to director, a major shareholder, or an employee of another financial institution with which the officer has a personal loan or an ongoing financial relationship, may not present a direct conflict of interest.  However, the existence of the relationship itself gives rise to the appearance of a conflict and thus requires that the officer recuse him/herself from any decision-making process relating to the loan and abstain from any further action thereon.  Also, the officer should make full disclosure of the appearance of a conflict prior to the Company’s approval of such a loan.  RECUSAL AND RECORDATION Disclosure and Recusal.  Whenever a director or officer has a conflict of interest in connection with an internal or external operation or other conduct of the Company, the director or officer shall make a full disclosure of the nature of the conflict of interest, recuse him/herself from the decision-making process and abstain from any further action thereon Recordation.  Whenever a director or officer has declared a conflict of interest in connection with a transaction, such declaration and the director’s or officer’s recusal and abstention from the decision-making process shall be recorded in the minutes of the meeting of the Board of Directors.    ANNUAL REPORTING REQUIREMENTS  Each director and officer shall be required to file with the Company on an annual basis, a Related Interest Statement in a form approved by the Board of Directors.  Said statement shall be due no later than January 31st of each year, provided however, that each director and officer shall file such a statement within thirty (30) days after having been appointed to their position if they have not filed one previously. In the event that any officer or director applies to the Company for an extension of credit, the director or officer shall appropriately amend or certify in writing that any existing related interests statement is current.  Such amendment or certification shall be maintained in the appropriate loan file or in the files maintained by the Secretary to the Board.   CORPORATE OPPORTUNITIES General Prohibition.  Directors and officers and their related interests must not compete with the Company, profit, or otherwise take advantage from inside information, or take business opportunities which are within the line of business conducted by the Company, or within a line of business that the Company might reasonably be expected to enter in the future.  Notwithstanding the foregoing, this general prohibition shall not be applicable to business opportunities outside the Company’s immediate or contiguous market area, or business opportunities not set forth in the Company’s most recent business plan.  In evaluating whether a business opportunity represents a corporate opportunity of the Company, a director or officer may rely on the Company’s most current business plan.   ACTION ON CORPORATE OPPORTUNITIES  Disclosure.  In the event that a director or officer is presented with or otherwise becomes aware of a corporate opportunity which is within the line of business conducted by the Company, or a line of business that the Company might be expected to enter in the future, the director or officer shall fully disclose the opportunity to the Company and declare his/her interest in the opportunity.  Thereafter, the director or officer shall abstain from discussion and voting on any approval or disapproval thereof.  Where it is unclear whether a business opportunity would present a corporate opportunity to the Company based upon a review of the business plan disclosure should be made to the entire board of directors. Recordation.  A decision of the Board approving or disapproving a corporate opportunity presented to it by a director or officer shall be recorded in the minutes if the Board, and shall reflect the nature of the opportunity and all members who take action or abstain from taking action on its consideration. Further Action.  If, after full disclosure, the Company elects not to take a corporate opportunity presented to it, to the extent it does not otherwise present a conflict of interest with his/her position, or the Board does not rule otherwise, the director or officer who presented the matter to the Board is free to pursue the opportunity.  Constructive Trust.  In the event a director or officer usurps a corporate opportunity without making full disclosure to the Company and permitting the Company to decline the opportunity, the profits or proceeds arising from such opportunity shall be subject to a constructive trust of which the Company shall be the beneficiary.  Thereafter, upon demand by the Company, the proceeds or profits, if any, shall be distributed to the Company.  INSIDER TRANSACTIONS  Disclosure.  Officers and directors shall disclose all conflicts of interest they may have with regard to any contract or other business arrangement to be entered into by the Company.  Contracts or other business arrangements between the Company and its directors and officers, or between the Company and related interests of the directors and officers, or between the Company and other entities where a director or officer may have a personal or financial interest, shall be approved by the Board only after full disclosure of the conflict of interest by the interested director or officer who shall thereafter recuse him/herself from the decision making process and abstain from voting on the matter. Recordation.  A decision of the Board approving or disapproving a contract or other business arrangement with a director or officer or their related interests or where a director or officer otherwise has financial interest, shall be recorded in the minutes of the Board which shall reflect the nature of the contract or other arrangement and all members who take action or abstain from taking action on its consideration. Terms.  Any contract or business arrangement entered into by the Company with an officer or director or related interest shall be on such terms and conditions, and at such costs as would be reasonable under the facts and circumstances if entered into with an unrelated third party.   COMPLIANCE WITH LAW General.  All contracts or other business arrangements with any directors or officers, or their related interests or entities in which the directors or officers have a personal or financial interest, shall comply with any applicable statutes, rules, or regulations. Payment of Fees.  In paying any management or other fees to shareholders, directors, officers, or their related interest or entities in which the shareholders, directors, officers, or their related interests have a personal or financial interest, the following criteria should be taken into consideration.  a.       Management fees and other fees paid by the Company shall have a direct relationship to and be based solely upon the fair market value of the goods received or services rendered. b.      Fees shall be paid only for goods which meet the legitimate needs of the Company and which are actually rendered. c.       Fees shall take into consideration the qualifications of the individual(s) providing services. d.      Reasonable fees may be based upon cost, plus a reasonable profit or current fair market value of the services rendered and may take reasonable overhead costs into consideration. e.       No prepayment of fees for services shall be made COMPETITIVE BIDS Bids.  When a contract or other business arrangement for the provision of services or delivery of goods to the Company is considered, the Company should make every reasonable attempt to obtain competitive bids for such contract or arrangement.  In the event a director or officer has a personal or business interest in the contract or other arrangement, he or she shall recuse him/herself from any discussion of the competitive bid process and shall not have access to any documents relating to the decision-making process or the bids themselves. Documentation.  All performance of any contract or other business arrangement shall be documented, and the documents shall be retained by the Company for a reasonable period of time.  Such documentation shall include, but not be limited to:  the bids; evidence of payment; documents reflecting the actual delivery of goods or performance of services contracted for; and documents evidencing the review of the performance of the contract or other business arrangement by the appropriate Company officer(s) or the Board.  ACCEPTANCE OF GIFTS AND OTHER GRATUITIES General.  Directors and officers of the Company are prohibited from (a) soliciting for themselves or a third party (other than the Company) anything of value from anyone in return for any business, service, or confidential information of the Company; or (b) accepting anything of value (other than salary, wages, fees or other usual compensation) from anyone in connection with the business of the Company, either prior to or after a transaction. Exceptions.  Exceptions to the general prohibition regarding acceptance of things of value in connection with the Company’s business may include the acceptance of:  a.       gifts, gratuities, amenities or favors based on obvious family or personal relationships (such as those with the parents, children or spouse of a Company official) where the circumstances make it clear that it is those relationships rather than the business of the Company, which are the motivating factors; b.      meals, refreshments, entertainment, accommodations, or travel arrangements, all of reasonable value, during the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expense would be paid for by the Company as a reasonable business expense, if not paid for by another party. c.       loans from other companies or financial institutions on customary terms to finance proper and usual activities of the directors or officers, or employees, except where prohibited by law; d.      advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars, and similar items; e.       discounts or rebates on merchandise or services that do not exceed those available to other customers; f.       Gifts of value (not to exceed $35.00) that are related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, Christmas or bar mitzvah; or g.      Civic, charitable, educational, religious organizational awards for recognition service and accomplishment. Notification and Approval.  In the event a director or officer is offered anything of value from anyone in return for any business, service, or confidential information of the Company and the item of value is not clearly subject to the exceptions in Paragraph 2 above, the director or the officer should report it immediately to the Chairman of the Board, or his or her supervisor as the case may be.  In the case of an officer, the supervisor shall report it to the Secretary of the Board who will maintain contemporaneous written reports of such disclosures and will make all final determinations as to how the matter will be addressed.  In the case of a director, the Chairman of the Board will make all final determinations as to how the matter will be addressed   TRADE SECRETS  Each director/officer hereby acknowledges that the term “confidential information, trade secrets, and property” and all variations of that term used herein, includes without limitation, current and prospective client and customer lists, information with respect to client and customer accounts, requirements and practices, sales methods and ideas, employee lists and employment data, documents, books, records, data, materials, supplies, contract forms, and other information relating to the Company, its employees and its products, services, and operations, regardless of whether similar to the foregoing, and regardless of whether conceived by the director, officer or Company. Unauthorized Use Prohibited.  Each director/officer agrees that he/she shall not, at any time (1) during the term of his/her tenure or employment or (2) after the termination therefore, disclose, use, or threaten to use, other than in the performance of their duties for the Company, any confidential information, trade secrets, or property of the Company, regardless of whether acquired or conceived by the director or officer.  Director/officer hereby acknowledges that such confidential information, trade secrets, and property are secret, confidential, and unique, that they constitute the exclusive property of the Company, that such confidential information, trade secrets or property will be made known to director of officer in confidence in connection with their professional duties, and that any use of such confidential information, trade secrets or property by him/her, other than for the sole benefit of the Company would be wrongful and would cause irreparable harm. Solicitation of Clients.  Without limiting the generality of the preceding two paragraphs, but rather to implement their provisions, each director/officer agrees that, during the 12 month period commencing with the date of termination of the director’s/officer’s tenure and/or employment, he/she will not, without prior express written consent of the Company in each instance, directly or indirectly, for the director/officer alone or for any other person or for any organization in which he/she directly or indirectly has a proprietary interest or by which he/she is employed or engaged in any capacity, call upon, solicit, or cause to be solicited any person or organization that was a client of the Company within the 12 month period ending on the effective date of his/her termination of association or employment. If the business in which the director/officer is engaged in any way involves products or services directly competitive with those sold, supplied, or performed by the Company at the time of termination of the director’s/officer’s association with the Company. Association with Others Possessing Confidential Information.  Director/officer further agrees that, during the 12 month period commencing with the date of termination of their employment/association with the Company, they will not, without the prior express written consent of the Company, directly or indirectly, employ, offer to employ, be employed with, or otherwise participate in business with any person who is or had been a director, officer, or employee of, or consultant to the Company in any capacity at any time within the 12 month period ending on the date that director’s/officer’s employment or association with the Company was terminated, if such other person possesses knowledge of the confidential information of the Company that may be used in connection with such business or employment.  Return of Confidential Documents.  Upon termination of the director’s/officer’s association or employment with the Company, he/she agrees to deliver promptly to the Company all books, records, samples, business plans, manuals, blank forms, documents, letters, notes, notebooks, reports, data, and all copies of the foregoing, and all other confidential information, trade secrets, and property of the Company; including, without limitation, all documents that in whole or in part contain any trade secrets or confidential information of the Company that are in his/her possession or under his/her control, and director/officer shall not retain any such materials or copies thereof without the prior express written consent of the Company.   NOTIFICATION OF CODE Board of Directors.  Each director, on an annual basis, shall be provided with a current copy of this Code and shall confirm acknowledgement of its receipt in writing.  At the time of appointing a newly elected Director, he/she shall be provided with a current copy of this Code at the first meeting of the Board of Directors he/she attends, and shall acknowledge the same in writing.  All acknowledgements shall be maintained with the records held by the secretary to the President. Presentation to Officers.  Officers, at the time of appointment, who are not members of the Board, shall be provided with a copy of this Code and shall acknowledge receipt of the same in writing.  Said acknowledgement shall be maintained in the personal file of the officer. NOTE:  Whenever this Code is revised, a copy will be provided to each Director and Officer, who will then acknowledge the same in writing. Reporting Violations of the Code.  Acting with the highest standards of ethics and integrity is critical to the success of our Bank, and must be reflected in our daily decisions and actions.  It is the duty and responsibility of each employee to understand and adhere to the principles provided in the Code so that potential issues may be effectively and efficiently resolved and the valuable reputation of the Bank preserved.  Any known or suspected violation of the Code must be promptly reported.  This includes violations or possible violations involving you, another employee, including managers, or an agent acting on behalf of the Bank.  Any violation of law, rule or regulation applicable to the Bank and/or corporate policy is also a violation of this Code.  Violations of the Code may result in disciplinary action including, in severe situations, immediate termination of employment.  If you know or suspect a violation of the Code, including actions or failures to act, immediately report the matter to your manager.  Concerns or complaints regarding accounting, internal accounting controls or auditing matters that arise in the ordinary course of business and that cannot be resolved with your immediate supervisor should be directed to the Compliance Officer, Pamela Favero, in person, via phone at 708.687.7400 or via email at pfavero@ajsmithbank.com.  In addition, concerns regarding questionable accounting, internal accounting controls or auditing matters may be made directly to the Chairman of the Audit Committee, Raymond Blake, via email at RJBlake@prodigy.net.  All concerns or complaints will be promptly investigated and appropriate action taken.  No person expressing concerns or complaints will be subject to any disciplinary or other adverse action by the Bank absent a knowingly false report.  All concerns or complaints may be made anonymously and will remain confidential.  Please provide sufficient information to allow parties to properly investigate your concerns or complaints.  The Bank will retain a record of all concerns and complaints, and the results of its investigations, for five years.  Code of Ethics For Chief Executive Officer, President and Senior Financial Officers of AJS Bancorp, Inc.  It is the policy of AJS Bancorp, Inc. that the Chairman of the Board and Chief Executive Officer (“CEO”), President and Chief Financial Officer (“CFO”) of AJS Bancorp, Inc. (hereinafter referred to as the “Company”) adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of their responsibilities: 1.      Act with honesty and integrity, avoiding actual or apparent conflicts between his or her personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position 2.      Perform responsibilities with a view to causing periodic reports and other documents filed with the SEC to contain information which is accurate, complete, fair and understandable. 3.      Comply with laws of federal, state, and local governments applicable to the Company, and the rules and regulations of private and public regulatory agencies having jurisdiction over the Company. 4.      Act in good faith, responsibly, with due care, and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised. 5.      Respect the confidentiality of information acquired in the course of the performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose.  Do not use confidential information acquired in the course of the performance of his or her responsibilities for personal advantage. 6.      Proactively promote ethical behavior among subordinates and peers. 7.      Use corporate assets and resources employed or entrusted in a responsible manner. 8.      Do not use corporate information, corporate assets, corporate opportunities or one’s position with the Company for personal gain.  Do not compete directly or indirectly with the Company. 9.      Comply in all respects with the Company’s Standards of Conduct and Code of Ethics, and this Code of Ethics. 10.  Advance the Company’s legitimate interests when the opportunity arises. It is also the Policy of AJS Bancorp, Inc. that the Chairman and CEO, President and CFO of the Company acknowledge and certify to the foregoing annually and file a copy of such certification with [each of] the Audit Committee [and the Corporate Governance Committee of the Board.] The Corporate Governance Committee shall have the power to monitor, make determinations, and recommend action to the Board with respect to violations of this Policy, except for paragraph 2, 3 and 4 with respect to which the Audit Committee shall have such power.