EXHIBIT 14

                      WEBSTER CITY FEDERAL SAVINGS BANCORP
                                 CODE OF ETHICS
                                       FOR

                             DIRECTORS, OFFICERS AND
                                    EMPLOYEES

I.    POLICY

      It is the Company's policy to conduct its business and operations
according to the standards and guidelines of ethical business conduct stated in
this Code of Ethics and all applicable laws and regulations.

II.   APPLICABILITY

      Each of the Company's directors, officers and employees (collectively,
"Insiders") have a responsibility to deal ethically and honestly in all aspects
of the Company's business including the ethical handling of actual or apparent
conflicts of interest (as defined below) and to comply fully with all laws,
regulations and Company policies. Each Insider is expected to assume
responsibility for applying these standards of ethical conduct and for
acquainting himself/herself with the various laws, regulations and Company
policies applicable to his or her assigned duties. When in doubt, Insiders have
the affirmative responsibility to seek clarification from their supervisor, or,
if necessary, from legal counsel or members of the Board.

III.  ADMINISTRATION AND ENFORCEMENT

      Board of Directors. The Board of Directors of the Company (the "Board") is
responsible for approval and oversight of the Company's Code of Ethics (this
"Code"). The Board has responsibility for: implementing and administrating this
Code, reviewing and assessing at least annually the effectiveness of this Code
and updating and amending this Code. The Chief Executive Officer of the Company
and the Compliance Officer are charged with the responsibility of reviewing
changes in laws applicable to the Company with the Company's General Counsel and
recommending changes in this Code to the Board for its consideration and
approval. Accordingly, the Board may adopt supplements to and revisions of this
Code from time to time.

      Compliance Officer. To assist the Board in administering this Code on a
regular basis and to provide guidance in situations where Insiders may have
questions concerning the right course of action to take, the Board shall appoint
a Compliance Officer to provide guidance on implementing this Code and to work
with the Officers of the Company to ensure compliance with this Code. It is the
responsibility of the Chief Executive Officer, with assistance from the
Compliance Officer, to ensure that this Code has been read and understood by all
Insiders. The Compliance Officer will meet as necessary with the Officers of the
Company and the Board to implement this Code, but will report to the Board no
less than every year barring extraordinary circumstances.

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      Certification Statements and Candor. All Insiders are required to certify
at least once each year, by the last day of January (or such other date as may
be selected by the Board), that they have read and understand the current
version of this Code. Likewise all new Insiders are required to certify that
they have read and understand the current version of this Code within thirty
days of becoming an Insider. All executed certification statements will be
maintained in the personnel file of each Insider. No later than the meeting of
the Board of Directors held in conjunction with the annual meeting of
shareholders in each year the Compliance Officer shall report to the full Board
noting any Insiders who have not executed a current certification statement. All
information disclosed in the certification statements shall be treated on a
confidential basis, except to the extent reasonably necessary to protect the
Bank's interests or comply with legal or regulatory requirements.

      THIS CODE OF ETHICS IS INTENDED TO CREATE AN OPPORTUNITY FOR INSIDERS TO
EXPRESS CONCERNS RELATING TO CORPORATE ACCOUNTABILITY, ALLEGED VIOLATIONS OF
COMPANY POLICY, FEDERAL AND STATE STATUTES AND ALLEGATIONS OF CORPORATE
MISDEEDS. THERE WILL BE NO DISCRIMINATION OR RETALIATION AGAINST ANY INSIDER WHO
REPORTS SUCH VIOLATIONS OR ALLEGATIONS IN GOOD FAITH.

      Waivers. This Code is intended to apply equally to all Insiders.
Accordingly, any waiver of the standards set forth in this Code by executive
officers or directors may be made only by the Board and must be disclosed to
shareholders within 2 business days by either filing an SEC Form 8-K or the
posting notice on the Company's website continuously for 12 months (provided the
Company has disclosed to the SEC in its most recent annual report that
amendments to and waivers of the Code will be disclosed on the Company's
website).

IV.   ACCURACY IN REPORTING

      Corporate Records. Each Insider has a responsibility to ensure that all
Company documents and reports for which the Insider is responsible are prepared
and maintained properly and are free of any false, misleading, incomplete or
otherwise improper information. Insiders are prohibited from defrauding,
misleading, manipulating or coercing any employees or directors of the Company
or any advisors to the Company, including outside counsel or auditors.

      Financial Statements. Whenever an Insider is responsible for the
preparation or review of the Company's financial statements, the Insider shall
ensure that the financial statements are prepared in accordance with generally
accepted accounting principals as currently in force.

      Errors or Misleading Statements. If an Insider ever becomes aware of an
error or potential misstatement in any Company documents including financial
statements or other documents filed with the SEC, the Insider must contact
immediately the Insider's supervisor and the Compliance Officer and report the
error or potential misstatement.

      Audits. All Insiders shall cooperate fully with any audits of the
Company's financial statements or other corporate documents whether conducted
internally or by a third party.

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V.    CONFLICTS OF INTEREST

      A. In General. For purposes of this Code, a "conflict of interest" shall
be deemed to exist where any Insider or an affiliate of an Insider has any
personal or financial interest, direct or indirect, in any Company action,
failure to act, decision not to act or method of action, in connection with any
transaction relating to the Company's internal or external operations. As used
herein, the term "affiliate of an Insider" means as to a specific Insider, his
or her Immediate Family Members and any Company, partnership, limited liability
Company, trust or other entity that is directly or indirectly controlled by that
Insider or by any Immediate Family Member of that Insider. For purposes of the
previous sentence "Immediate Family Member" includes the spouse (or life
partner) and children of an Insider and any relative (by blood or marriage) of
that Insider or spouse (or life partner) residing in the same household as such
Insider.

      Examples of conflicts of interest that would affect Insiders and the
Company's internal or external operations or conduct may include, but are not
limited to:

      1.    loans which will directly or indirectly benefit directors or
            officers or members of their immediate family or their related
            interests;

      2.    loans to competitors of directors or officers or their related
            interests;

      3.    the restructuring, modification or renewal of loans where such
            restructuring, modification or renewal will directly or indirectly
            benefit directors or officers or their related interests;

      4.    the determination of the Company to enter or not enter into a
            contract or other business arrangement for the delivery of goods or
            the performance of services with a director or officer or their
            related interests and;

      5.    the availability of a business opportunity for the Company where an
            Insider or their related interest might compete for or otherwise
            seek this same opportunity.

      Loans made to directors and officers in accordance with Company policy and
consistent with applicable regulatory requirements will not in and of itself
result in a conflict of interest.

      Appearance of Conflict of Interest. The term "conflict of interests" shall
also include an appearance of a conflict of interest. An appearance of a
conflict of interest shall arise where the facts and circumstances do not give
rise to a full conflict of interest, but are so similar in nature that they may
create doubt as to the impartiality or loyalty of an Insider in connection with
the transaction where the appearance arises. Examples of appearances of a
conflict of interest include, but are not limited to:

      1.    a loan by the Company to the brother-in-law of an Insider may not
            provide a direct or indirect benefit to that Insider or his/her
            immediate family and therefore an actual conflict of interest does
            not exist. The existence of the relationship itself does, however,
            create the appearance of such a conflict and thus would require the
            director or officer to recuse him/herself from any decision-making
            process relating to the transaction.

<PAGE>

      2.    an Insider who assumes responsibility for analyzing and recommending
            approval of a loan to a director, a major shareholder or an employee
            of another financial institution with which the Insider has a
            personal loan or an ongoing financial relationship may not present a
            direct conflict of interest. The existence of the relationship
            itself does, however, create the appearance of a conflict and thus
            requires that the Insider recuse himself/herself from any
            decision-making process relating to the loan and abstain from any
            further action thereon. Also, the Insider should make full
            disclosure of the appearance of a conflict prior to the Company's
            approval of such a loan.

      B.    Recusal and Recordation

      Disclosure and Recusal. Whenever an Insider has a conflict of interest in
connection with an internal or external operation or other conduct of the
Company, the Insider shall make a full disclosure of the nature of the conflict
of interest, recuse himself/herself from the decision-making process and abstain
from any further action thereon.

      Recordation. Whenever an Insider has declared a conflict of interest in
connection with a transaction, such declaration and the Insider's recusal and
abstention from the decision-making process shall be reported to the Compliance
Officer. The Compliance Officer shall report the conflict of interest to the
Board and shall ensure that the conflict of interest is recorded in the Board
meeting minutes.

      C.    Corporate Opportunities

      General Prohibition. Insiders and affiliate of Insiders must not compete
with the Company, profit or otherwise take advantage from inside information or
take business opportunities which are within the line of business conducted by
the Company or within a line of business that the Company might reasonably be
expected to enter in the future. Notwithstanding the foregoing, this general
prohibition shall not be applicable to business opportunities outside the
Company's immediate or contiguous market area or business opportunities not set
forth in the Company's most recent business plan. In evaluating whether a
business opportunity represents a corporate opportunity of the Company, a
director or officer may rely on the Company's most current business plan.

      Disclosure. In the event that an Insider or an affiliate of an Insider is
presented with or otherwise becomes aware of a corporate opportunity which is
within the line of business conducted by the Company or a line of business that
the Company might be expected to enter in the future, the director or officer
shall fully disclose both the details of the opportunity and his/her interest in
the opportunity to the Insider's supervisor and the Compliance Officer.
Thereafter the Insider shall abstain from discussion and voting on any approval
or disapproval thereof. Where it is unclear whether a business opportunity would
present a corporate opportunity to the Company based upon a review of the
business plan disclosure should be made to the entire board of directors.

<PAGE>

      Recordation. A decision by the Board approving or disapproving an
Insider's dealings with a corporate opportunity presented to it by an Insider
shall be recorded in the minutes of the Board and shall reflect the nature of
the opportunity and all members who take action or abstain from taking action on
its consideration.

      Further Action. If, after full disclosure, the Board elects not to take a
corporate opportunity presented to it, to the extent it does not otherwise
present a conflict of interest with his/her position, or the Board does not rule
otherwise, the Insider who presented the matter to the Board is free to pursue
the opportunity.

      Constructive Trust. In the event an Insider usurps a corporate opportunity
without making full disclosure and receiving approval by the Board pursuant to
the requirements of this Code, the profits or proceeds arising from such
opportunity shall be subject to a constructive trust of which the Company shall
be the beneficiary. Thereafter, upon demand by the Company, the proceeds or
profits, if any, shall be distributed to the Company.

      D. Insider Transactions

      Disclosure. Insiders shall disclose all conflicts of interest they may
have with regard to any contract or other business arrangement to be entered
into by the Company. Contracts or other business arrangements between the
Company and an Insider or between the Company and an affiliate of an Insider,
shall be presented by the Compliance Officer to the Board for approval only
after full disclosure of the conflict of interest by the Insider who shall
thereafter recuse himself/herself from the decision making process and abstain
from voting on the matter.

      Recordation. A decision by the Board approving or disapproving a contract
or other business arrangement with an Insider or affiliate of an Insider or
where an Insider otherwise has a financial interest, shall be recorded in the
minutes of the Board which shall reflect the nature of the contract or other
arrangement and all members who take action or abstain from taking action on its
consideration.

      Terms. Any contract or business arrangement entered into by the Company
with an Insider or affiliate of an Insider shall be on such terms and conditions
and at such costs as would be reasonable under the facts and circumstances if
entered into with an unrelated third party.

      Compliance with Law. All contracts or other business arrangements with any
Insider or affiliates of Insiders in which the Insiders have a personal or
financial interest, shall comply with any applicable statutes, rules or
regulation.

      Payment of Fees. In paying any management or other fees to Insiders, the
following criteria should be taken into consideration.

      1.    Management fees and other fees paid by the Company shall have a
            direct relationship to and be based solely upon the fair market
            value of the goods received or services rendered.

<PAGE>

      2.    Fees shall be paid only for goods which meet the legitimate needs of
            the Company and which are actually rendered.

      3.    Fees shall take into consideration the qualifications of the
            individual(s) providing services.

      4.    Reasonable fees may be based upon cost, cost plus a reasonable
            profit or current fair market value of the services rendered and may
            take reasonable overhead costs into consideration.

      5.    No prepayment of fees for services shall be made.

      Competitive Bids. When a contract or other business arrangement for the
provision of services or delivery of goods to the Company is considered, the
Company should make every reasonable attempt to obtain competitive bids for such
contract or arrangement. In the event an Insider has a personal or business
interest in the contract or other arrangement, he or she shall recuse himself
from any discussion of the competitive bid process and shall not have access to
any documents relating to the decision-making process or the bids themselves.

      Documentation for Competitive Bids. All performance of any contract or
other business arrangement shall be documented and the documents shall be
retained by the Company for a reasonable period of time. Such documentation
shall include but not be limited to: the bids; evidence of payment; documents
reflecting the actual delivery of goods or performance of services contracted
for; and documents evidencing the review of the performance of the contract or
other business arrangements by the appropriate officer(s) or the Board.

      E.    Acceptance of Gifts and Other Gratuities

      General. Insiders are prohibited from (a) soliciting for themselves or a
third party (other than the Company) anything of value from anyone in return for
any business, service or confidential information of the Company; or (b)
accepting anything of value (other than salary, wages, fees or other usual
compensation) from anyone in connection with the business of the Company, either
prior to or after a transaction.

      Exceptions. Exceptions to the general prohibition regarding acceptance of
things of value in connection with the Company's business may include the
acceptance of:

      1.    gifts, gratuities, amenities or favors based on obvious family or
            personal relationships (such as those with the parents, children or
            spouse of a Company official) where the circumstances make it clear
            that it is those relationships rather than the business of the
            Company, which are the motivating factors;

      2.    meals, refreshments entertainment, accommodations or travel
            arrangements, all of reasonable value, during the course of a
            meeting or other occasion, the purpose of which is to hold bona fide
            business discussions or to foster better business relations,
            provided that the expense would be paid for by the Company as a
            reasonable business expense, if not paid for by another party;

<PAGE>

      3.    loans from other banks or financial institutions on customary terms
            to finance proper and usual activities of the directors or officers
            or employees, except where prohibited by law;

      4.    advertising or promotional material of reasonable value, such as
            pens, pencils, note pads, key chains, calendars and similar items;

      5.    discounts or rebates on merchandise or services that do not exceed
            those available to other customers;

      6.    gifts of a value $35.00 or less that are related to commonly
            recognized events or occasions, such as a promotion, new job,
            wedding, retirement, Christmas or bat or bar mitzvah; or

      7.    civic, charitable, educational, religious organizational awards for
            recognition service and accomplishment.

      Notification and Approval. In the event an Insider is offered anything of
value from anyone in return for any business, service or confidential
information of the Company and the item of value is not clearly subject to the
exceptions described above, the Insider should report it immediately to his or
her supervisor or to the Compliance Officer.

VI.   TRADE SECRETS

      Each Insider hereby acknowledges that the term "confidential information,
trade secrets, and property" and all variations of that term used herein,
includes without limitation, current and prospective client and customer lists,
information with respect to client and customer accounts, requirements and
practices, sales methods and ideas, employee lists and employment data,
documents, books, records, data, materials, supplies, contract forms and other
information relating to the Company, its employees, and its products, services,
and operations, regardless of whether similar to the foregoing, and regardless
of whether conceived by the Insider.

      Unauthorized Use Prohibited. Each Insider agrees that he/she shall not, at
any time (i) during the term of his/her tenure or employment or (ii) after the
termination thereof, disclose, use, or threaten to use, other than in the
performance of their duties for the Company, any confidential information, trade
secrets, or property of the Company, regardless of whether acquired or conceived
by the Insider. Insider hereby acknowledges that such confidential information,
trade secrets, and property are secret, confidential, and unique, that they
constitute the exclusive property of the Company, that such confidential
information, trade secrets and property will be made known to the Insider in
confidence in connection with their professional duties, and that any use of
such confidential information, trade secrets or property by him/her other than
for the sole benefit of the Company would be wrongful and would cause
irreparable harm.

<PAGE>

      Solicitation of Clients. Without limiting the generality of the preceding
two paragraphs, but rather to implement their provisions, each Insider agrees
that, during the 12-month period commencing with the date of termination of the
Insider's tenure and/or employment, he/she will not, without the prior express
written consent of the Company in each instance, directly or indirectly, for the
Insider alone or for any affiliate of an Insider, call upon, solicit, or cause
to be solicited any person or organization that was a client of the Company
within the 12-month period ending on the effective date of his/her termination
of association or employment, if the business in which the Insider is engaged in
any way involves products or services directly competitive with those sold,
supplied or performed by the Company at the time of termination of the Insider's
association with the Company.

      Association with Others Possessing Confidential Information. Each Insider
further agrees that, during the 12-month period commencing with the date of
termination of their employment/association with the Company, they will not,
without the prior express written consent of the Company, directly or
indirectly, employ, offer to employ, be employed with, or otherwise participate
in business with any person who is or had been a director, officer, or employee
of, or consultant to, the Company in any capacity at any time within the
12-month period ending on the date that Insider's employment or association with
the Company was terminated, if such other person possesses knowledge of the
confidential information of the Company that may be used in connection with such
business or employment.

      Return of Confidential Documents. Upon termination of the Insider's
association or employment with the Company, he/she agrees to deliver promptly to
the Company all books, records, samples, business plans, manuals, blank forms,
documents, letters, notes, notebooks, reports, data and all copies of the
foregoing and all other confidential information, trade secrets and property of
the Company, including, without limitation, all documents that, in whole or in
part, contain any trade secrets or confidential information of the Company that
are in his/her possession or under his/her control, and the Insider shall not
retain any such materials or copies thereof without the prior express written
consent of the Company.

VII.  REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

      The Company strives to maintain sound and ethical business practices and
holds all Insiders to high ethical standards. In order to maintain these
standards, Insiders have an affirmative obligation to report to the Insider's
supervisor, if appropriate, or the Compliance Officer a violation of any laws,
regulations or provisions of this Code by any Insider. If an Insider is ever
uncertain of the best course of action in a specific situation, Insiders should
seek immediately clarification and help from their supervisor or the Compliance
Officer.

      The Company will not tolerate any attempt by anyone to retaliate against
an Insider who, while acting in good faith pursuant to this Code, reports
illegal or unethical behavior by any employee, director, officer or third party
advisor to the Company. Thus, no Insider may be discharged, demoted, suspended,
or in any manner threatened, harassed or discriminated against for providing
information about violations of the law or this Code, or assisting in the
investigation of a violation of the law or this Code, or participating in
bringing or bringing a lawsuit.

<PAGE>

VIII. BREACHES OF ETHICAL BEHAVIOR

      If any Insider breaches any of the provisions of this Code, such breach
shall be reported to the Insider's supervisor, the Compliance Officer, the chief
executive officer and the Board. The Compliance Officer and the Board shall
review, or designate a committee to review, the facts and circumstances of the
breach of this Code and shall determine the appropriate remedy including
immediate termination for cause of the Insider who breached this Code.

<PAGE>

                          WEBSTER CITY FEDERAL BANCORP

                                 Code of Ethics

                             Certification Statement

As _____________________ of Webster City Federal Bancorp (the "Company"), I
hereby acknowledge receipt of a copy of the Company's "Code of Ethics" which
applies to my professional and personal dealings with the Company. By executing
this Certification Statement, I acknowledge that I have read and understand the
Company's Code of Ethics and agree to be bound by all provisions therein for as
long as I am an Insider as defined in the Company's Code of Ethics.

Acknowledged and Agreed:


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(Signature)                                     (Date)