Exhibit
14.2

CODE OF ETHICS FOR SENIOR FINANCIAL
OFFICERS

This Code of Ethics for Senior Financial
Officers applies to Potomac Bancshares, Inc.s (Potomac) and Bank of Charles
Towns (BCT) (collectively, Potomac and BCT are referred to as the Company)
Chief Executive Officer, and Chief Financial Officer (Senior Financial
Officers). Its purpose is to promote honest and ethical conduct and compliance
with all applicable laws, rules and regulations, particularly as related to the
maintenance of the Companys financial records and the preparation of financial
statements filed with the Securities and Exchange Commission. The provisions of
this Code of Ethics for Senior Financial Officers supplement, but do not
replace, the Code of Ethics applicable to all employees.

|1. |  | Each Senior
      Financial Officer shall carry out his or her responsibilities honestly and
      with integrity, maintaining and promoting high standards of ethical
      conduct, while exercising at all times their best independent
      judgment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|2. |  | Senior Financial
      Officers are responsible for full, fair, accurate, timely and
      understandable disclosure in the periodic reports required to be filed by
      the Company with the Securities and Exchange Commission. Accordingly, it
      is the responsibility of each Senior Financial Officer promptly to bring
      to the attention of the Audit Committee any material information of which
      he or she may become aware that affects the disclosures made by the
      Company in its public filings or otherwise assist the appropriate members
      of senior management in fulfilling their responsibilities as specified in
      the Companys policies related to financial reporting and disclosure, and
      internal controls.
|  
|3. |  | Each Senior
      Financial Officer shall promptly bring to the attention of the Audit
      Committee any information he or she may have concerning (a) significant
      deficiencies in the design or operation of internal controls which could
      adversely affect the Companys ability to record, process, summarize and
      report financial data or (b) any fraud, whether or not material, that
      involves senior management or other employees who have a significant role
      in the Companys financial reporting, disclosure or internal
      controls.                                                                                                                                                                                    
|  
|4. |  | Each Senior
      Financial Officer shall promptly bring to the attention of the Audit
      Committee any information he or she may have concerning any actual or
      apparent conflicts of interest between personal and professional
      relationships, involving senior management or other employees who have a
      significant role in the Companys financial reporting, disclosures or
      internal controls.                                                                                                                                                                                                                                                                                                                                        
|  
|5. |  | Each Senior
      Financial Officer shall promptly bring to the attention of the Audit
      Committee any information he or she may have concerning evidence of a
      material violation of the securities or other laws, rules or regulations
      applicable to the Company and the operation of its business, by the
      company or any agent thereof.                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|6. |  | The Board of
      Directors shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of violations of this Code of
      Ethics for Senior Financial Officers. Such actions shall be reasonably
      designed to deter wrongdoing and to promote accountability for adherence
      to this Code of Ethics for Senior Financial
Officers.                                                                                                                                                                                                                                                                                                                                                                

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