**EXHIBIT 14.1**

 

Code of Ethics(For Chief Executive Officer and Senior Financial Officersof Peoples First, Inc.and The Peoples Bank of Oxford)

 

It is the policy of Peoples First, Inc. that the ChiefExecutive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief AccountingOfficer (“CAO”) and Controller of each of the Peoples Bank of Oxford andPeoples First, Inc. (hereinafter sometimes collectively referred to as the“Company”) adhere to and advocate the following principles governing theirprofessional and ethical conduct in the fulfillment of their responsibilities:

 

1.                         Act withhonesty and integrity, avoiding actual or apparent conflicts between his or herpersonal interests and the interests of the Company.  A person may be considered to have a conflict of interest if theperson’s interest interferes or appears to interfere in any material respectwith the interests of the Company, including if:

 

(a)                                 theperson, any member of his or her immediate family, or any company with whichany of them is associated as an officer, director, five percent or more owner,partner, employee or consultant, has any management interest in any companythat is in the same business as the Company; or

 

(b)                                theperson offers gifts or other benefits to or solicits or receives gifts or otherbenefits from another entity as a result of his or her position with theCompany; or

 

(c)                                 theperson has any other relationship that the Board of Directors of Peoples First,Inc. believes is likely to result in a conflict of interest with the Company.

 

A person subject to this Code of Ethics is expected toadvise the Company prior to acquiring or continuing any interest or enteringinto any transaction or relationship that may present a conflict ofinterest.  Notifications of potentialconflicts of interest under this paragraph should be made promptly to theChairman of the Board of Directors of Peoples First, Inc. (or to the Chairmanof the Audit Committee of the Board of Directors of Peoples First, Inc. in thecase of notifications by the Chairman). The Chairman, or the Chairman of the Audit Committee, as the case maybe, will present all relevant facts relating to the notification to the AuditCommittee of the Board of Directors of Peoples First, Inc. forconsideration.  The Audit Committee ofthe Board of Directors of Peoples First, Inc. will review and determine as soonas practicable whether a conflict would exist based on the facts presented.

 

2.                         Performhis or her responsibilities with a view to causing periodic reports filed bythe Company with the SEC and other public communications by the Company tocontain information which is accurate, complete, fair, timely andunderstandable.

 

3.                         Complywith laws of federal, state, and local governments applicable to the Company,and the rules and regulations of private and public regulatory agencies havingjurisdiction over the Company.

 

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4.                         Performhis or her responsibilities in good faith, responsibly, with due care, anddiligence, without misrepresenting or omitting material facts or allowingindependent judgment to be compromised.

 

5.                         Respectthe confidentiality of information acquired in the course of the performance ofhis or her responsibilities, except when authorized or otherwise legallyobligated to disclose, and not use confidential information acquired in thecourse of the performance of his or her responsibilities for personaladvantage.

 

6.                         Proactivelypromote ethical behavior and compliance with applicable governmental laws,rules, and regulations by subordinates and peers.

 

7.                         Usecorporate assets and resources employed or entrusted to him or her in aresponsible manner.

 

8.                         Not usecorporate information, corporate assets, corporate opportunities or his or herposition with the Company for personal gain, and not compete directly orindirectly with the Company.

 

9.                         Comply inall respects with the Company’s published policies and procedures for officersand employees.

 

10.                   Advance theCompany’s legitimate business interests when the opportunity to do so arises.

 

Good faith reports of violations of this Code ofEthics should be made promptly to the Chairman of the Board of Directors ofPeoples First, Inc. (or to the Chairman of the Audit Committee of the Board ofDirectors of Peoples First, Inc. in the case of reports involving theChairman).  The Chairman, or theChairman of the Audit Committee, as the case may be, will take any such reportunder consideration, including undertaking any necessary investigation orevaluation of facts relating to the situation. If, based on such report, the Chairman, or the Chairman of the AuditCommittee, as the case may be, determines that there is a reasonable basis forfinding that a violation of this Code of Ethics has occurred, the Chairman orthe Chairman of the Audit Committee shall notify the Audit Committee of theBoard of Directors of Peoples First, Inc. of the report and all relevant factspertaining to the report.  The AuditCommittee shall then take such action as the Committee determines to beappropriate under the circumstances, including notification of the Board ofDirectors of Peoples First, Inc.  Goodfaith reports of violations of this Code of Ethics shall be kept confidentialto the fullest extent possible, consistent with the need to conduct an adequatereview of the report.  For purposes ofthis paragraph, “good faith report” means a report of an alleged violation ofthis Code of Ethics which the person making the report has reasonable cause to believeis true and which is made without any malice or consideration of personalbenefit.

 

The Audit Committee of the Board of Directors shallhave the power to monitor, make determinations, and recommend action to theBoard of Directors with respect to this Code of Ethics, including any reportedviolations of this Code of Ethics. Violations of this Code of Ethics can serve as grounds for sanctions orother disciplinary action.

 

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No waiver of any provision of this Code of Ethics maybe granted without the prior approval of the Board of Directors of PeoplesFirst, Inc.  In order to approve anysuch waiver, however, the Board must affirmatively find that the waiver doesnot violate any applicable law or regulation and that the waiver is in the bestinterests of the Company.  In the eventthe Board approves a waiver, it will ensure that the waiver and the Board’srationale for granting the waiver are promptly disclosed publicly, consistentwith applicable legal requirements.

 

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