Exhibit 14.1

CODE OF ETHICS

The banks reputation for honesty and
integrity is determined by the personal reputations of our individual staff
members. To protect this reputation and to warrant our customers trust, each of
us must strive to avoid situations that might cause a conflict of interest among
the bank, its customers, its suppliers, and ourselves. The following principles
have been established as the banks code of ethics. Any exceptions to these
policies must be approved in writing.

Questions regarding potential damage to
the Banks reputation are to be directed to the President/CEO.

Conflict of Interest

It is the policy of the bank that all
staff members conduct their business affairs in such a manner and with such
ethics and integrity that no conflict of interest, real or implied, could
exist.

Complying with Laws, Regulations,
Policies and Procedures

All directors, officers and employees
of Potomac Bancshares, Inc. are expected to understand, respect, and comply with
all of the laws, regulations, policies and procedures that apply to them in
their position with Potomac and Bank of Charles Town (collectively, the
company). Employees are responsible for talking to their manager or compliance
officer to determine which laws, regulations, and policies apply to their
position and what training is necessary to understand and comply with them.

Extension of Credit to Relatives and
Business Associates

No employees shall make or approve
loans to any bank, partnership, estate, trust, association, or other entity or
person in which the employee has an interest directly or indirectly (whether as
a director, officer, shareholder, manager, lender, joint venture, or other
otherwise controlling investor), or in which a relative has such an interest or
business associate. Any such request for credit extension is to be referred to
another bank officer with no connection or affiliation to the potential
borrower. All transactions are to be arms-length transactions.

Employee Indebtedness

Borrowing by an employee from an
individual or business customer of the bank should be avoided (unless the
customer is a recognized lending institution). The approval or denial of such a
request imposes a wrongful burden on the customer and can impair the judgment of
the employee when making business decisions involving the customer.

Executive officers of the bank are
reminded of the reporting requirements of Regulation O. If you are unclear about
these requirements, please contact the president.

Personal Finances

Because of our position of trust in the
community, personal finances should be managed with prudence. Personal financial
affairs should be conducted in such a manner as to be above regulatory or
auditing criticisms or concerns. Officers should discuss any financial emergency
with the president. Employees may discuss any financial emergency with the human
resources department.

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All employees should assume the
position of a regular customer when handling their personal bank business. All
transactions should be handled in the normal over-the-counter procedure. No
employees will be permitted to transact their own or a relatives bank business.
Avoid direct or indirect financial interest with competitors, customers, and
suppliers.

Outside Employment

The bank does not wish to control the
personal affairs of employees, nor will it attempt to regulate the use of their
time outside their employment with us. However, the bank does not look with
favor upon a full-time employee working elsewhere if such outside employment in
any way affects the individuals work, fellow employees, or the bank. Of
particular concern and requiring the presidents approval are jobs working for a
competitor, supplier, or customer. Engaging in self-employment that in any way
competes with the bank is prohibited.

Gifts and Fees

Employees and their families (as well
as their agents or attorneys) are not to solicit or accept a personal benefit
from any customer, vendor, individual, or organization seeking to do business
with the bank. A personal benefit is any type of gift, gratuity, loan, fee,
compensation, or anything of monetary value. Any deviation from the above must
be specifically approved in writing by the president. The bank does recognize
that situations may arise when it would be appropriate for a staff member to
accept the benefit of a gift. Such situations include:

- Gifts of nominal value (not in excess of $50.00)
  given at Christmas or other holidays or special occasions that represent
  expressions of friendship.
- Reasonable entertainment such as luncheon, dinner, or
  business meetings with present or prospective customers and suppliers, when
  the return of the expenditure on a comparable basis is likely to occur and is
  properly chargeable as a business expense.
- Gifts or bequests based strictly on a family
  relationship.

Political Contributions and
Activities

Individual participation in political
and civic activities is encouraged, including the making of personal
contributions to political candidates or activities. The bank, or anyone acting
on its behalf, is prohibited from making an expenditure or contribution either
directly or indirectly in connection with an election to political office.

Therefore, the bank will not make
political contributions to individual candidates or political parties. Employees
who wish to donate money or services to a candidate or party may do so as
individuals, and not as representatives of the bank. To avoid any interpretation
of bank sponsorship or endorsement, neither the banks name nor its address
should be used. Do not use the bank name in or associated with any political
advertisements or literature.

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Public Company Reporting

As a public company, it is of critical
importance that the public filings with the Securities Exchange Commission be
accurate and timely. Depending upon their position with the company, an
employee, officer or director may be called upon to provide necessary
information to assure that the companys public reports are complete, fair and
understandable. The company expects employees, officers and directors to take
this responsibility very seriously and to provide prompt, accurate answers to
inquiries related to the companys public disclosure requirements.

Financial Statements and Other
Records

All of the companys books, records,
accounts and financial statements (1) must be maintained in reasonable detail,
must appropriately reflect the companys transactions and must conform both to
applicable legal requirements and (2) the companys systems of internal control.
Unrecorded or off the books funds or assets should not be maintained unless
permitted by applicable law or regulation.

Records should always be retained or
destroyed according to the companys record retention policies.

Accounting Complaints

Potomac Bancshares, Inc.s policy is to
comply with all applicable financial reporting and accounting regulations. If
any director, officer or employee of the company has unresolved concerns or
complaints regarding questionable accounting or auditing matters of the company,
then he or she should follow the provisions contained in Potomacs Whistleblower
Policy.

Violations of Code of Conduct

The Board of Directors shall delegate
to Senior Management the determination of appropriate action to be taken in the
event of violations of the Code of Ethics for all employees.

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