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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