Exhibit 14.1

POLICY AND PROCEDURES

MANAGEMENT


Management 2-9
December 2003
First American Capital Corporation
Code of Ethics
For
Executive Management
And
Board of Directors


POLICY:  It is the policy of First American Capital Corporation (the
"Company") that all officers, directors and employees conduct business
on behalf of the Company in an honest and ethical manner and in
accordance with the Company's Corporate Governance Policy and
Procedure.  In addition to complying with the Governance policy,
the Executive Management and Board of Directors of the Company,
defined as President/CEO, Chairman and Corporate Officers, are
expected to comply with the ethical standards and guidelines set
forth below (the "Code of Ethics").

CODE OF ETHICS: This Code of Ethics underscores the serious approach
that must be taken to address the ethical issues that confront the
Company.  Accordingly, Executive Management and the Board of Directors
of the Company shall not commit acts contrary to the Code of Ethics,
nor shall they condone the commission of such acts by others within
the Company.

Honest and Ethical Conduct

The Executive Management of the Company are expected to exhibit and
promote the highest standards of honest and ethical conduct by:

Encouraging and rewarding professional integrity in all aspects of
the financial organization.

Ethically handling actual or apparent conflicts of interest between
personal and business relationships.

Reporting to Legal Counsel of the Company any conflict of interest
that may arise and any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest.

Establishing procedures for staff members to inform management of
deviations in practice from policies and procedures governing honest
and ethical behavior, without fear of retaliation or harassment.

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Financial Records and Periodic Reports

Executive Management of the Company are expected to promote full
and fair disclosure of accurate, complete and relevant information
concerning the Company by:

Encouraging open communications with management of the Company and
accountants engaged in financial audits of the Company to promote
full disclosure of all relevant and material financial information
of the Company.

Establishing and administering financial accounting controls that
are appropriate to ensure the integrity of the financial reporting
process and the availability of timely and relevant information.

Providing full, fair, accurate, relevant, timely and understandable
information for inclusion in the Company's periodic reports filed with
the Securities and Exchange Commission and in other public
communications made by the Company.


Compliance with Applicable Laws, Rules and Regulations

Executive Management is expected to promote compliance with applicable
laws, rules and regulations by:

Educating members of the Company about any federal, state or local
statute, regulation or administrative procedure that affects the
operation of the finance organization and the Company generally.

Monitoring the compliance of the finance organization with any
applicable federal, state or local statute, regulation or
administrative rule.

Executive Management should communicate any suspected violations
of this Code of Ethics promptly to Legal Counsel of the Company.
Violations will be investigated and appropriate disciplinary action
will be taken in the event of any violations of the Code of Ethics,
up to and including termination.

Amendments to and Waivers of the Code of Ethics

From time to time, the Company may amend or waive certain provisions
of this Code of Ethics.  If Executive Management believes that a
waiver may be called for, they should contact Legal Counsel of the
Company.  Amendments to and waivers of the Code of Ethics may be
made only by the Board of Directors of the Company or a committee
of the Board, and must promptly be disclosed on the Company's
website, if appropriate, or by filing a Form 8-K with the Securities
and Exchange Commission.

 /s/ HARLAND E. PRIDDLE
        Chairman

Approved by the Board of Directors On:December 12, 2004

Harlend E. Priddle, Secretary





											            Exhibit A