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                                 Code of Ethics

                                                                    EXHIBIT 14.1

UNITED HERITAGE BANK-CODE OF ETHICS

SUBJECT:                   Code of Ethics                      PAGE: C-102
SECTION:                   CEO & Senior Financial Officers

EFFECTIVE DATE:            December 1, 2003
SUPERSEDES:

              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

     The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The CEO and all senior financial
officers, including the CEO and principal accounting officer, are bound by the
provisions Set forth therein relating to ethical conduct, conflicts of interest
and compliance with law. In addition to the Code of Business Conduct and Ethics,
the CEO and senior financial officers are subject to the following additional
specific policies:

          1.   The CEO and all 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 SEC.
          Accordingly, it is the responsibility of the CEO and each senior
          financial officer promptly to bring to the attention of the Disclosure
          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 Disclosure Committee in fulfilling its
          responsibilities as specified in the Company's Financial Reporting and
          Disclosure, Controls and Procedures Policy.

          2.   The CEO and each senior financial officer shall promptly bring to
          the attention of the Disclosure Committee and 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 management or other employees who have a significant role in
          the Company's financial reporting, disclosures or internal controls.

          3.   The CEO and each senior financial officer shall promptly bring to
          the attention of the CEO and to the Audit Committee any information he
          or she may have concerning any violation of the Company's Code of
          Business Conduct and Ethics, including any actual or apparent
          conflicts of interest between personal and professional relationships,
          involving any management or other employees who have a significant
          role in the Company's financial reporting, disclosures or internal
          controls.

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          4.   The CEO and each senior financial officer shall promptly bring to
          the attention of the CEO and to 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, or of violation of the Code of Business Conduct and Ethics or
          of these additional procedures.

          5.   The Board of Directors shall determine, or designate appropriate
          persons to determine, appropriate actions to be taken in the event of
          violations of the Code of Business Conduct and Ethics or of these
          additional procedures by the CEO and the Company's senior financial
          officers. Such actions shall be reasonably designed to deter
          wrongdoing and to promote accountability for adherence to the Code of
          Business Conduct and Ethics and to these additional procedures, and
          shall include written notices to the individual involved that the
          Board has determined that there has been a violation, censure by the
          Board, demotion or re-assignment of the individual involved,
          suspension with or without pay or benefits (as determined by the
          Board) and termination of the individual's employment. In determining
          what action is appropriate in a particular case, the Board of
          Directors or such designee shall take into account all relevant
          information, including the nature and severity of the violation,
          whether the violation was a single occurrence or repeated occurrences,
          whether the violation appears to have been intentional or inadvertent,
          whether the individual in question had been advised prior to the
          violation as to the proper course of action and whether or not the
          individual in question had committed other violations in the past.