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                                                                      Exhibit 14



                          AMERICAN FEDERAL SAVINGS BANK

                               CODE OF ETHICS and

                           CONFLICT OF INTEREST POLICY


I.       PURPOSE:

         This policy establishes standards of ethical business behavior and
         personal conduct. Fundamental to our continued success is the
         perpetuation of integrity and the highest ethical standards. The intent
         of this policy is to safeguard our savings bank's tradition of strong
         moral, ethical, and social standards of conduct.

II.      SCOPE:

         This policy applies to all officers, employees, and directors of
         American Federal Savings Bank (AFSB).

III.     OVERALL POLICY:

         A savings bank, as a business built upon public trust and confidence,
         depends upon a favorable perception of the conduct of its business by
         customers, regulators, suppliers, and others in both the business and
         general community. We should all be continually sensitive to the fact
         that our actions as viewed by disinterested observers are subject to
         close scrutiny and critical interpretation. Even the appearance of a
         conflict of interest may be as damaging to you and our business as an
         actual conflict. Since it is impossible to anticipate all of the many
         circumstances that may be covered by this policy, you are urged to
         interpret it in the broadest possible sense. Violation of this policy
         will be considered a serious matter and a willful or flagrant violation
         will be considered grounds for termination of employment. Accordingly,
         we urge you to review this policy with great care and develop a full
         understanding of its meaning.




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IV.      SPECIFIC POLICIES:

         1.   Personal Conduct.

              An obligation rests with every officer and employee of AFSB to
              render honest, efficient, and courteous performance of duties and
              to conform to AFSB's standards of conduct. Respectful behavior and
              a reasonable attitude toward work are required. All officers and
              employees are required to comply with - and therefore will be held
              responsible and accountable for adhering to - AFSB's policies,
              rules, directives and procedures prescribed by AFSB through
              supervisory or management personnel.

              Furthermore, officers and employees must never use their position
              with AFSB in an attempt to influence public officials or others
              for personal gain or benefit. Nor should AFSB employment be used
              as leverage for favors from customers or suppliers.

              It is the policy of AFSB to thoroughly investigate the occurrence
              of any major infraction and to appropriately discipline any
              responsible officer or employee up to and including termination of
              employment. Major infractions include but are not limited to the
              following:

              (a)    Any action which renders an officer, employee or director
                     an unacceptable security risk, adversely affects the Bank's
                     public image, or causes embarrassment to the Bank or its
                     customers.

              (b)    Release of confidential information, or use of confidential
                     information for personal gain.

              (c)    Violation of AFSB's Equal Employment Opportunity Policy or
                     Equal Opportunity in Lending Policy.

              (d)    Violation of any federal, state, or local law or ordinance,
                     or any rule or regulation pertaining to job
                     responsibilities.

              (e)    Misuse, misappropriation, or willful destruction or waste
                     of assets or property belonging to the Bank, its customers,
                     or other employees.

              (f)    Fighting with or physically abusing others or behaving in
                     an offensive manner during work hours.

              (g)    Unauthorized possession, distribution, or use of any
                     intoxicant, controlled substance, or drug (except as
                     prescribed by a licensed physician) during work hours.

              (h)    Removing or borrowing Bank property without permission.

              (i)    Helping anyone gain unauthorized entrance to the Bank's
                     facilities or property.

              (j)    Persistent financial irresponsibility.


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              (k)    Willful failure to follow instructions; insubordination.

              (l)    Failure to report to work without proper notification to
                     management or leaving the Bank without proper authority.

              (m)    Disregarding safety or security regulations.



         2.   Dishonest or Fraudulent Acts.

              All officers and employees have a duty to report, verbally or in
              writing, promptly and confidentially, any evidence of any improper
              practice of which they are aware. As used here, the term "improper
              practice" means any illegal, fraudulent, dishonest, negligent or
              otherwise unethical action arising in connection with Bank
              operations or activities. Regulatory authorities require that a
              written report be submitted, to the appropriate Bank officer or
              employee, whenever a fraudulent act or theft occurs. Reports of
              other types of improper practice should be submitted through the
              department supervisor or Human Resources Officer.

              Every employee is covered by our fidelity bond. AFSB will not
              continue to employ anyone who ceases to be eligible for this
              coverage. Coverage under the terms of our bond ceases for anyone
              who has been found to commit any dishonest or fraudulent act.
              Obviously this includes the misappropriation of money or other
              property. While not so obvious, also included are the misposting
              of accounts to favor oneself or another, or the making of any
              other false entries, records, or reports, and the deliberate
              misrouting of checks to delay payment. All transactions of the
              Bank will be identified precisely and recorded in the financial
              records of the Bank in accordance with generally accepted
              accounting practices.

              (a)    Whoever embezzles, abstracts or willfully misapplies any of
                     the Bank's money, funds, assets or valuables entrusted to
                     the custody or care of AFSB shall be liable for criminal
                     prosecution.

              (b)    The same consequence applies to whoever makes any false
                     entry in any book, report or statement of AFSB with the
                     intent to injure or defraud AFSB or with the intent to
                     deceive any officer of the Bank, an examiner, or the FDIC
                     or Office of Thrift Supervision.

              (c)    Whoever (except as provided by law) stipulates for or
                     receives or consents to receive any fee, commission, gift
                     or thing of value from any person or firm for procuring or
                     endeavoring to procure for such person or firm or for any
                     other person or firm any loan or extension or renewal of
                     loan or substitution of securities, or the purchase or
                     discount of any paper, note or bill of exchange shall be
                     liable for criminal prosecution.



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       3.     Protection of Confidential Information.

              During the course of their work, AFSB officers, directors, and
              employees may become aware of confidential information about the
              Bank's customers and suppliers. Such information is privileged and
              must be held in the strictest of confidence. It is to be used
              solely for Bank purposes and never for personal gain by the
              employee or any one else's personal benefit. Under no
              circumstances should such information be transmitted to persons
              outside the Bank, including family or associates, or even to other
              employees of AFSB unless they need to know in order to discharge
              their responsibilities. Care should be taken not to discuss any
              matter of a confidential nature in public where the conversation
              might be overheard.

       4.     Financial Responsibility.

              All officers, directors, and employees of AFSB should conduct
              their financial affairs in such a responsible manner as to be
              above criticism. The following list is intended only as a guide
              and not as a complete or exhaustive list:

              (a)    Prompt payment of personal bills and debts.

              (b)    Avoid overdrafts in personal checking accounts.

              (c)    Use of any Bank credit cards, expense account
                     reimbursements, equipment and supplies only for official
                     Bank use.

              (d)    Avoidance of salary advances.

              (e)    Employee loans are to be in strict compliance with internal
                     policies. This also applies to overdrafts.

              (f)    Employees are not to borrow money from customers or
                     suppliers of AFSB, other than recognized lending
                     institutions. The term "borrow" does not include a purchase
                     from a customer or supplier resulting in an extension of
                     credit in the normal course of business.

              (g)    Incurring indebtedness only for legitimate purposes made in
                     accordance with the requirements of Regulation O and any
                     other applicable laws, regulations or guidelines.

              (h)    Acting as an accommodation cosigner or guarantor for others
                     often results in the accommodation cosigner or guarantor
                     having to pay the obligation. Employees should not,
                     therefore, assume such liabilities unless they are in a
                     position to pay the obligation upon demand.



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       5.     Personal Investments.

              AFSB officers, directors, and employees should avoid entering into
              transactions where it may appear that they are improperly
              benefiting from their relationship with AFSB or which may violate
              fiduciary relationships. While a complete list of such matters
              cannot be given, the following transactions violate this policy
              and suggest situations to be avoided:

              (a)    No investment interest, direct or indirect, in any of the
                     Bank's customers or suppliers is permitted except as
                     outlined below in paragraphs (b) and (c). Any exceptions
                     must be approved in advance by the Chairman of the Board or
                     President of the Bank. This prohibition applies to all
                     forms of investment including, but not limited to,
                     securities, investment in a proprietorship, joint venture,
                     or similar business activities.

              (b)    Investments are permitted in companies who are customers
                     and/or suppliers if such securities are listed on an
                     organized exchange, or are traded in the over the counter
                     market, or if it is otherwise evident and clear that such
                     investments are not being made on any terms that are more
                     favorable than those terms available to the general public;
                     subject, however, to the following restrictions:

                     (1)    Caution should be exercised by each officer,
                            director, or employee to assure that the nature and
                            amount of such permitted investments are in such
                            amounts as are prudent for a person maintaining a
                            financial condition entirely within conservative
                            limits.

                     (2)    Acceptance of preferential treatment in the form of
                            an allocation of "hot" issues that are, or may
                            become, in such demand that the broker, investment
                            banker, issuer, or other seller of securities could
                            reasonably expect to receive or has already received
                            favorable treatment by reason of making the
                            allocation available is prohibited.

              (c)    Investments in "limited partnership interests" will be
                     permitted if it is evident that such investments are not
                     being made on terms more favorable than those that are
                     available to the general public. In the case of "limited
                     partnership investments", it would be important that an
                     individual's investment be only one of several such
                     interests sold to the general public and in such amounts as
                     are prudent for a person maintaining a financial condition
                     entirely within conservative limits.

              (d)    Personal investments or investments of immediate family
                     members should never involve the use of any confidential
                     information which might be considered to be "insider
                     information", i.e., information not publicly disclosed.

              (e)    In the event that AFSB markets real or personal property in
                     which an officer, director, or employee has an interest to
                     purchase, the property will only be sold under the
                     following conditions. The transaction must occur on the
                     same terms as would be available to non-employees, the
                     transaction must be approved by the Board of Directors, and
                     in the case of affiliated persons the transaction must be
                     approved by the Office of Thrift Supervision.




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       6.     Membership in Community or Charitable Organizations.

              Officers, directors, and employees have been and are encouraged to
              be active and involved participants in the community. Membership
              in organizations such as Big Brothers and Sisters, Jaycees, and
              United Way is encouraged. Membership in service clubs is
              especially encouraged for those employees who are in regular
              contact with the public. Such activities should be limited by the
              person's own interests and reasonable time requirements. Major
              outside commitments must be approved in advance by the immediate
              supervisor or other designated member of management. Other than
              the community activity described above, officers and employees are
              discouraged from engaging in any outside interest which will
              divert time or attention from his/her Bank duties.

       7.     Directors, Officers, or Partners in Outside Companies.

              No officer, director, or employee shall serve as an officer or
              director of an outside business organization, except of a
              well-known nonprofit organization, without notification to
              management. Likewise, no officer, director, or employee shall
              become a partner in an economic venture without notification to
              management.

       8.     Trade Associations and Relations with Competitors.

              AFSB will act with trade associations and competitors only on
              behalf of ethical objectives and will not participate in business
              activities that are or could be construed to be in violation of
              anti-trust laws.

       9.     Political Activities.

              (a)    It is the policy of AFSB not to contribute money, property,
                     or services to any government official, political party, or
                     candidate whether local, state or federal.

              (b)    It follows that the Bank is prohibited from offering or
                     allowing the use of its facilities, equipment, and
                     personnel in connection with any federal, state, or local
                     election or campaign.

              (c)    Officers, directors, and employees may, and are encouraged
                     to, engage in any governmental, regulatory, and elective
                     process in which they are interested. This participation
                     may be on an individual basis, group basis, or as a member
                     of a political action committee. Since the Bank is without
                     preference as to political parties, candidates, and
                     opinions, each officer, director, and employee must act
                     only on his/her own behalf and not give any representation
                     that he/she represents anyone other than himself/herself.

              (d)    At times when AFSB deems it appropriate to publicly state a
                     corporate position on a public issue, it will designate a
                     spokesman to speak either in support of or opposition to
                     issues pending before public bodies.


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       10.    Public Statements.

              (a)    Although AFSB has a policy of maintaining good relations
                     with all news media and tries to accommodate media
                     inquiries, there is much information concerning the Bank
                     that should not be made available to the public. This
                     includes information about corporate customers which the
                     Bank has a responsibility not to divulge as well as
                     information which may be valuable to a competitor.

              (b)    For these and other reasons, any inquiry made of you about
                     the Bank or a customer by the news media should be referred
                     to the appropriate officer.

       11.    Advertising Policy.

              All AFSB advertising will ensure the ethical content and moral
              impact of any advertising in any type media made for or on behalf
              of the Bank shall be in accordance with social values and accepted
              good taste.

       12.    Use of Bank Letterhead.

              No officer, director, or employee will use official Bank
              stationary for personal or non-job related purposes, particularly
              when such use would imply endorsement by the Bank, or makes
              reference to Bank employment in matters of personal dispute.

       13.    Receipt of Gifts.

              Neither AFSB officers, nor employees shall accept gifts of
              substantial value or unusual hospitality from any supplier or
              customer. It is neither practical nor desirable to have an
              inflexible rule against gifts of any specific kind or to precisely
              define a "substantial gift". Any doubt about the proper course of
              action should be discussed with your supervisor. Expenses paid for
              trips or other extensive entertainment by customers or suppliers
              must be approved in advance by the Chief Executive Officer or the
              President.

       14.    Bequests or Legacies from Non-relatives.

              It is against the policy of AFSB for an officer or employee to
              accept bequests or legacies from a customer under a Will or Trust
              Instrument.

       15.    Customer Accounts.

              AFSB is very conscious of its liability in handling all customer
              accounts. Because of this concern, we do not want our officers or
              employees included on customer accounts in any capacity unless
              they are immediate family member accounts; accounts in which the
              customer and the employee are contributors to the account; or as a
              member of an organization having an account. In addition,
              employees cannot personally do any transactions on their own
              personal accounts or those of immediate family members or any
              account of an organization to which they belong. These
              transactions include, but are not limited to: loans, deposits and
              withdrawals, cashing of checks, opening of new accounts,
              information changes on accounts, handling of safety deposit boxes,
              etc. Any employee who notes a suspicious transaction by another
              employee or officer should bring it to the attention of their
              supervisor or any Bank officer.

              For customer account purposes, immediate family is defined as:
              spouse, children, parents, grandparents, brothers, sisters and
              grandchildren and those spousal counterparts.



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                                                               Revised June 2003

       16.    Conflicts of Interest.

              (a)    Officers, directors, and employees of AFSB are expected to
                     conduct their private business and personal activities in a
                     manner that avoids conflict of interest either with the
                     Bank or the Bank's customers. "Conflict of interest" is
                     defined as any situation where an individual has two or
                     more duties or interests that are mutually incompatible.
                     Example: An officer, director, or employee has a personal
                     financial interest in a business or venture that banks with
                     AFSB so that one's judgment might reasonably be influenced
                     by that non-bank relationship. No lending officer or
                     employee should loan, review a loan, or make any decision
                     regarding a loan of any customer, syndicate, or corporation
                     in which he or she has a present or a prospective financial
                     interest.

              (b)    Loan applications submitted to AFSB loan officers by
                     relatives or close personal friends (or entities controlled
                     by relatives or close personal friends) are to be approved
                     by the Senior Loan Committee.

              (c)    No officer, director, or employee should take advantage of
                     a business opportunity for his/her own or another person's
                     personal benefit when such opportunity is within the
                     corporate powers of AFSB and when the opportunity is of
                     present or potential practical advantage to AFSB.

       17.    Provision for Dealing with Policy Violations.

              (a)    Known or suspected conflicts of interest, usurpations of
                     corporate opportunity, dishonest or fraudulent acts, and/or
                     significant violations of the code of ethics must be
                     reported as soon as possible to an Executive Officer (chief
                     executive officer, president, chief lending officer, chief
                     operations officer, or chief financial officer). An
                     appropriate response will be decided upon by the Executive
                     Officers no later than the next weekly Executive Officers
                     meeting following the report of known or suspected
                     violation.

              (b)    Known or suspected violations involving the chief executive
                     officer or the president must be reported as soon as
                     possible to the vice-chairman of the Board of Directors. An
                     appropriate response will be decided upon by only the
                     outside directors no later than the next regular monthly
                     Board of Directors meeting following the report of known or
                     suspected violation.

       18.    Additional items specifically for principal executive officer
              (President and Chief Executive Officer), principal financial
              officer (Senior Vice President - Treasurer), and principal
              accounting officer (Vice President - Accounting and Compliance).

              a)     American Federal Savings Bank (the Bank) is a wholly owned
                     subsidiary of Eagle Bancorp (Eagle) which acts as the
                     Bank's holding company. Eagle has no other significant
                     activities other than acting as the Bank's holding company.
                     As such, in substance, all Bank employees are Eagle
                     employees. Eagle is a publicly traded company and therefore
                     subject to federal and state rules and regulations
                     regarding financial securities. Herein, "Company" refers to
                     both the Bank and Eagle.


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                                                               Revised June 2003

              b)     The President & Chief Executive Officer, Senior Vice
                     President - Treasurer, and Vice President - Accounting and
                     Compliance will report the company's financial position and
                     activities in full, fair, accurate, and timely reports to
                     the Securities and Exchange Commission (SEC) and in any
                     other public release of financial information in accordance
                     with generally accepted accounting principles and SEC rules
                     and regulations.

              c)     All financial activities will be recorded in the company's
                     ledgers accurately, completely, and in the proper time
                     period in accordance with prescribed accounting standards.
                     Those financial items that encompass significant management
                     assumptions (such as, but not limited to allowance for
                     doubtful accounts) will be made in accordance with
                     prescribed policies and procedures and using best judgment
                     and estimates. The overriding factor when applying
                     accounting assumptions will be to present the financial
                     results accurately and fairly. Under no circumstances will
                     these officers use their position to influence others in
                     making inaccurate, incorrect, or misleading entries into
                     the company's financial records.

              d)     Violations of these provisions are considered to be a
                     serious matter and if willful or flagrant will be
                     considered grounds for termination of employment.

V.     SUMMARY:

       In summary, the officers, directors, and employees of American Federal
       Savings Bank must be conscious of the fact that in the eyes of our
       customers and of the general public we are custodians of their financial
       assets. It is their expectation that we will exercise great care with
       these assets and the fact that we do not have any conflicts of interest
       or the appearance of a conflict of interest will contribute greatly to
       their confidence in American Federal Savings Bank.

       In order to assure that each officer, director, and employee understands
       this policy, they will be required to sign a Certification and Disclosure
       Form (Exhibit A) that acknowledges their responsibility for ethical
       conduct and conflicts of interest.

       Directors and Principal Officers (vice-president and above) will also be
       required to sign Disclosure Form (Exhibit B) annually.



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                                                                       Exhibit A



                          AMERICAN FEDERAL SAVINGS BANK

                               CODE of ETHICS and
                           CONFLICT of INTEREST POLICY

                        CERTIFICATION and DISCLOSURE FORM


I have received and read the Code of Ethics and Conflict of Interest Policy and
agree to abide by its provisions at all times.

Within its meaning, both expressed and implied, I am not aware of any
circumstance or activity of a personal or family nature which would conflict
with the interest of the savings bank except as indicated below. (If nothing to
report, please write "None").

                            CIRCUMSTANCE OR ACTIVITY


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         Printed Name:
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         Signature:
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         Date:
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                                                                       Exhibit B



                          AMERICAN FEDERAL SAVINGS BANK

                               CODE of ETHICS and
                           CONFLICT of INTEREST POLICY

                        CERTIFICATION and DISCLOSURE FORM


Are you an officer or director of any business, other than the savings bank,
which is operated for a profit?
                                 --------------

Are you directly or indirectly, either alone or with your spouse and the members
of your immediate family, affiliated with a business as an owner, partner, or
investor controlling 10% or more of the shares outstanding in any corporation?

I wish to report the following information on the "Yes" answers to the above
questions. (Use the back of this sheet or additional sheets, as needed).


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         Printed Name:
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         Signature:
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         Date:
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