**Exhibit 14.1**

 

**Community First Bankshares**

**Code of Ethics and Business Conduct**

 

**I.****                ****GENERAL STATEMENT OFBUSINESS PHILOSOPHY**

 

Thecommitment to excellence is fundamental to the philosophy of Community FirstBankshares. This commitment to excellence means that employees share a commonset of objectives and benefit from the achievement of those objectives.

 

Oneessential objective is our conviction to uphold ethical standards in all ourcorporate activities. These standards apply to all the company’s activities inevery market that it serves. The purpose of this Code of Conduct is tostrengthen the Company’s ethical climate and to provide basic guidelines forsituations in which ethical issues arise.

 

Westrive to do business with customers and suppliers of sound business characterand reputation. We do not knowingly support any public or private organizationwhich espouses discriminatory policies or practices. We expect all ouremployees to perform their work with honesty, truthfulness and integrity.

 

Itis the policy of the Company to comply with all applicable laws, including,without limitation, employment, discrimination, health, safety, antitrust,securities and environmental laws. No director, officer, executive or managerof the Company has authority to violate any law or to direct another employeeor any other person to violate any law on behalf of the Company.

 

Eachemployee and non-employee director of the Company is, and will be held,responsible for the observance of this Code of Conduct. If any employee hasquestions about any section of this Code of Conduct, he or she should directall questions to his or her immediate supervisor, Human Resources, or the LegalDepartment. If an employee becomes aware that another employee has violatedthis Code of Conduct, he or she is obligated to report it in accordance withprocedures set forth below. No one has the authority to retaliate against anemployee who reports a possible violation. Failure to comply with any of theprovisions of this Code of Conduct subjects the employee to disciplinarymeasures up to and including termination.

 

**II.    POLICIES AND PRACTICES**

 

**A. Conflicts of Interest**

 

Aconflict of interest may arise in any situation in which an employee’sloyalties are divided between business interests that, to some degree, areincompatible with the interests of the Company. All such conflicts should beavoided. The Company demands absolute integrity from all its employees and willnot tolerate any conduct that falls short of that standard. The Company expectsthat no employee will knowingly place himself or herself in a position thatwould have the appearance of being, or could be construed to be, in conflictwith the interests of the Company. Some of the more sensitive areas ofconflicts of interest and the Company’s related guidelines are as follows:

 

**1. Accepting Gifts****andEntertainment**

 

TheCompany’s aim is to deter givers of gifts from seeking or receiving specialfavors from Company employees. (For guidelines concerning the giving of giftsto, or entertainment of, customers and others by Company employees, employeesare referred to paragraph E., below) Accepting any gift of more than nominalvalue or entertainment that is more than a routine social amenity can appear tobe an attempt to

 

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influence the recipient intofavoring a particular customer, vendor, consultant or the like. To avoid thereality and the appearance of improper relations with current or prospectivecustomers, vendors and consultants, employees should observe the followingguidelines when deciding whether or not to accept gifts or entertainment:

 

a.     Gifts

 

Gifts such as merchandise orproducts, as well as personal services or favors may not be accepted unlessthey have a value of less than $50. This dollar limit is intended to serve as aguideline, and employees are urged to consult with the General Counsel beforeaccepting any gifts of more than nominal value. Gifts of any amount may neverbe solicited. A gift of cash or securities may never be accepted.

 

b.     Entertainment

 

Normal businessentertainment such as lunch, dinner, theater, a sporting event, and the like,is appropriate if of a reasonable nature and in the course of a meeting oranother occasion, the purpose of which is to hold bona fide businessdiscussions or to foster better business relations. All such entertainmentshould be reported (in advance, if practical) by the employee to his or hersupervisor. No employee may accept tickets or invitations to entertainment whenthe prospective host will not be present at the event with the employee.

 

**2.     Outside Activities**

 

It is the policy of theCompany that no employee is to have a “free-lancer or “moonlighting” activitythat will materially encroach on the time or attention which should be devotedto the employee’s duties; adversely affect the quality of work performed;compete with the Company’s activities; imply sponsorship or support by theCompany of the outside employment or organization; or adversely affect the goodname of the Company. Employees who free-lance or moonlight may not use Companytime, facilities, resources, or supplies for such work.

 

**3. Interests in Other Businesses**

 

Unlessapproved in advance by an employee’s supervisor, neither an employee nor his orher spouse, domestic partner, or any other member of the employee’s immediatefamily may directly or indirectly have a financial interest (whether as aninvestor, lender, employee or other service provider) in a competitor, or in acustomer or supplier if that employee or his or her subordinates deal directlyor indirectly with that customer or supplier in the course of his or her jobwith the Company. An investment or ownership of a nominal interest in a companywhich securities are listed on a national securities exchange is not consideredimproper.

 

**4.****Use of Company Property and Information**

 

Allemployees are responsible for the proper use of the Company’s physicalresources and property, as well as its proprietary and other confidentialinformation. Unless otherwise prohibited by an employee’s supervisor, reasonableincidental use of a Company telephone, computer or other equipment ispermitted.

 

a.               Company Property and Facilities

 

Companyproperty, facilities or physical resources may not be used for solicitation ordistribution activities which are not related to an employee’s services to theCompany, except for charitable activities that have been approved in writing inadvance by the Company. Employees may not solicit any other employee duringworking time, nor may employees distribute literature in work areas at anytime. Under

 

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no circumstances may anemployee disturb the work of others to solicit or distribute literature to themduring their working time. Persons not employed by the Company may not solicitCompany employees for any purposes on Company premises.

 

Any employee found to beengaging in, or attempting, theft of any property of the Company, includingdocuments, equipment, intellectual property, personal property of otheremployees, cash or any other items of value will be liable to immediate summarydismissal and possible criminal proceedings against them. All employees have aresponsibility to report any theft or attempted theft to the Company’smanagement.

 

b.             Company Proprietary and Other ConfidentialInformation

 

The Company operates in manydifferent and extremely competitive markets. Every employee should be awarethat in any competitive environment, proprietary information and trade secretsmust be safeguarded in the same way that all other important Company assets areprotected. Information concerning pricing, products and services that are beingdeveloped, and other such trade secrets, including information pertaining toany prospective Company acquisition or divestiture, must be held in thestrictest confidence, and reasonable prudence and care should be exercised indealing with such information in order to avoid inadvertent inappropriatedisclosure. This information must not be used in any way other than as requiredin performing employment duties. All files, records and reports acquired orcreated in the course of employment are the property of the Company. Originalsor copies of such documents may be removed from the Company’s offices for thesole purpose of performing the employee’s duties to the Company and must bereturned at any time upon request. Employees must also abide by the provisionsof the Company’s Privacy and Information Security Policies.

 

c.              Trademarks, Service Marks and Copyrights

 

Trademarks and service marks- words, slogans, symbols, logos or other devices used to identify a particularsource of goods or services - are important business tools and valuable assetswhich require care in their use and treatment. No employee may negotiate orenter into any agreement respecting the Company’s trademarks, service marks orlogos without first consulting the Legal Department. The Company also respectsthe trademark rights of others and any proposed name of a new product,financial instrument or service intended to be sold or rendered to customersmust be submitted to the Legal Department for clearance prior to its adoptionand use. Similarly, using the trademark or service mark of another company,even one with whom our Company has a business relationship, always requiresclearance or approval by our Legal Department, to ensure that the use of thatother Company’s mark is proper.

 

Employees must avoid theunauthorized use of copyrighted materials of others and should confer with theLegal Department if they have any questions regarding the permissibility ofphotocopying, excerpting, electronically copying or otherwise using copyrightedmaterials. In addition, simply because material is available for copying, suchas matter downloaded from the Internet, does not mean that it is automaticallypermissible to copy or recirculate (by, for example, email or posting to anintranet facility). All copies of work that is authorized to be made availablefor ultimate distribution to the public, including all machine readable workssuch as computer software, must bear the prescribed form of copyright notice.

 

The Company is legallyentitled to all rights in ideas, inventions and works of authorship relating toits business that are made by employees during the scope of their employmentwith the Company or using the resources of the Company (“EmployeeDevelopments”). As a condition of employment, employees are required topromptly disclose all Employee Ideas to their supervisor, and to execute thenecessary

 

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documentation to transfer allEmployee Developments to Community First Bankshares to evidence theirownership, or to obtain legal protection for them.

 

**5*.*CompanyPolitical Involvement**

 

Employees are free toexercise the right to make political contributions within legal limits, unlesssuch a contribution is otherwise prohibited by other policies of the Company.The Company will not reimburse any employee for political contributions, andemployees should not attempt to receive or facilitate such reimbursements.Generally, no contribution may be made with the expectation of favorablegovernment treatment in return. In any event, all contributions, by whomevermade, are subject to a series of complex and sometimes inconsistent sets ofrules governing, among other things, the amount of, and manner in which,contributions may be made. Any questions about compliance should be directed tothe Legal Department. In addition, any political activity or contribution by anemployee which might appear to constitute an endorsement or contribution by theCompany must be approved in advance by the Legal Department.

 

**B.    Securities Laws**

 

Employees may not trade in(or even recommend) Company stock based on inside information. “Insidertrading” is the purchase or sale of a publicly traded security while inpossession of important non-public information about the issuer of thesecurity. Such information includes, for example, non-public information onCompany earnings, significant gains or losses of business, or the hiring,firing or resignation of a Director or Officer of the Company. Insider trading,as well as “tipping”, which is communicating such information tQ anyone whomight use it to purchase or sell securities, are prohibited by the securitieslaws .~hen in doubt, information obtained as an employee of the Company shouldbe presumed to be important and not public.

 

Officers and directors ofthe Company are also prohibited from trading in Company stock during any periodin which participants in the Company’s retirement plans could not engage in asimilar type of transaction.

 

Employees who have questionspertaining to the sale or purchase of a security under circumstances that mightinvolve confidential information or securities laws should consult with theChief Financial Officer or General Counsel. The General Counsel may referindividuals to their personal attorneys.

 

**C.    Antitrust Laws**

 

The federal government andmost state governments have enacted antitrust or “competition” laws. These lawsprohibit “restraints of trade”, which is certain conduct involving competitors,customers or suppliers in the marketplace. Their purpose is to ensure thatmarkets for goods and services operate competitively and efficiently, so thatcustomers enjoy the benefit of open competition among their suppliers andsellers similarly benefit from competition among their purchasers. In theUnited States and some other jurisdictions, violations of the antitrust lawscan lead to substantial civil liability - triple the actual economic damages toa plaintiff. Moreover, violations of the antitrust laws are often treated ascriminal acts that can result in felony convictions of both corporations andindividuals.

 

Strict compliance withantitrust and competition laws is essential. These laws are very complex. Sometypes of conduct are always illegal under the antitrust laws of the UntiedStates and many states. Employees and other representatives of the Company mustbe alert to avoid even the appearance of such conduct. These are:

 

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**1.     Agreements with competitors:**

 

•                  to set prices or any other economic terms ofthe sale, purchase or license of goods or services, to

 

use a common method of setting prices, or to set any conditions of saleor purchase;

 

•              on any terms of a bid or whether or not tobid;

 

•                  to allocate or limit customers, geographicterritories, products or services, or not to solicit business from each otherin one or more ways;

 

•                 not to do business with (to “boycott”) one ormore customers, suppliers, licensors or licensees; and

 

•                  to limit production volume or research anddevelopment, to refrain from certain types of selling or marketing of goods orservices, or to limit or standardize the features of products or services.

 

**2.     Agreements withcustomers or licensees on the minimum resale price or price levels of theCompany’s goods or services.**

 

Otheractivities are not absolutely illegal, but will be legal in some marketsituations and illegal in others. Some of these types of conduct involveagreements with third parties such as competitors, customers, suppliers,licensees or licensors. Others involve unilateral actions that may result inclaims that the Company has monopolized or attempted to monopolize a market.These types of conduct are described below:

 

•                       ‘Predatory” pricing, or pricing below somelevel of cost, with the effect of driving at least some competition from themarket;

 

•                 Exclusive dealing arrangements that requirecustomers or licensees not to deal in the goods or services of the Company’scompetitor;

 

•                       Reciprocal purchase agreements that conditionthe purchase of a product on the seller’s agreement to buy products from theother party;

 

•                       ‘Tying” arrangements, in which a sellerconditions its agreement to sell a product or service that the buyer wants onthe buyer’s agreement to purchase a second product that the buyer would prefernot to buy or to buy elsewhere on better terms;

 

•                       Bundling” or market share discounts in whichthe final price depends on the customer’s purchase of multiple products or onallocating a specified percentage of its total purchases to the Company’sproducts;

 

•                 “Price discrimination,” or selling todifferent purchasers of the Company’s products at different prices or on otherdifferent economic terms of the purchase, or offering different promotionalallowances or services in connection with the customer’s resale of theproducts, without complying with the specific exceptions permitted under thelaw; and

 

•                 Agreements with customers or licensees on themaximum resale price or price levels of the Company’s goods or services.

 

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This Code of Conduct is notintended as a comprehensive review of the antitrust laws, and is not asubstitute for expert advice. If any employee has questions concerning aspecific situation, he or she should contact the Legal Department before takingaction.

 

**D.****Relationships with Public Officials**

 

Some employees do businesswith federal, state or local government agencies. All employees engaged inbusiness with a governmental body or agency must know and abide by the specificrules and regulations covering relations with public agencies. Such employeesmust also conduct themselves in a manner that avoids any dealings which mightbe perceived as attempts to influence public officials in the performance oftheir official duties.

 

**E. Bribery, Kickback and Fraud**

 

No funds or assets of theCompany shall be paid, loaned or otherwise disbursed as bribes, “kickbacks”, orother payments designed to influence or compromise the conduct of therecipient; and no employee of the Company shall accept any funds or otherassets (including those provided as preferential treatment to the employee forfulfilling their responsibilities), for assisting in obtaining business or forsecuring special concessions from the Company.

 

Companyemployees should conduct their business affairs in such a manner that theCompany’s reputation will not be impugned if the details of their dealingsshould become a matter of public discussion. Employees must not engage in anyactivity, which degrades the reputation or integrity of the Company.

 

To illustrate the strictethical standard the Company expects every employee to maintain, the followingconduct is expressly prohibited:

 

•                 Payment or receipt of money, gifts, loans orother favors which may tend to influence business decisions or compromiseindependent judgment;

 

•                 Payment or receipt of rebates or “kickbacks”for obtaining business for or from the Company;

 

•                     Payment of bribes to government officials toobtain favorable rulings; and

 

•                     Any other activity that would similarlydegrade the reputation or integrity of the Company.

 

Anyemployee found to be receiving, accepting or condoning a bribe, kickback, or otherunlawful payment, or attempting to initiate such activities, will be liable totermination and possible criminal proceedings against them. Any employee foundto be attempting fraud or engaging in fraud will be liable to termination andpossible criminal proceedings against them. All employees have a responsibilityto report any actual or attempted bribery, kickback or fraud to the Company.

 

**F. USA Patriot Act**

 

The United States governmentimplemented the USA Patriot Act and other regulations to further variousforeign policy and national security objectives. Employees must abide by allregulations that the United States has adopted in handling accounts andtransactions, whether they apply to foreign countries, political organizationsor particular foreign individuals and entities. Inquires regarding whether a

 

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transaction on behalf of theCompany complies with applicable regulation should be referred to theCompliance Department or the Legal Department.

 

**G.****Books and Records**

 

All employees withsupervisory duties should establish and implement appropriate internalaccounting controls over all areas of their responsibility to ensure thesafeguarding of the assets of the Company and the accuracy of its financialrecords and reports. The Company has adopted controls in accordance withinternal needs and the requirements of applicable laws and regulations. Theseestablished accounting practices and procedures must be followed to assure thecomplete and accurate recording of all transactions. All staff, within theirareas of responsibility, are expected to adhere to these procedures, asdirected by appropriate Company officers.

 

Any accounting adjustmentsthat materially depart from GAAP must be approved by the audit committee andreported to the Company’s independent auditors. In addition, all materialoff-balance-sheet transactions, arrangements and obligations, contingent orotherwise, and other relationships of the Company with unconsolidated entitiesor other persons that may have material current or future effects on thefinancial condition, changes in financial condition, results of operations,liquidity, capital expenditures, capital resources or significant components ofrevenues or expenses must be disclosed to the audit committee and the Company’sindependent auditors.

 

No employee or non-employeedirector may interfere with or seek to improperly influence, directly orindirectly, the auditing of the Company’s financial records. Violation of theseprovisions shall result in disciplinary action, up to and includingtermination, and may also subject the violator to substantial civil andcriminal liability.

 

Ifan employee becomes aware of any improper transaction or accounting practiceconcerning the resources of the Company, he or she should report the matterimmediately to his or her supervisor or to a member of the audit committee.Employees may also file a confidential, anonymous complaint with Ethics • point (www.ethicspoint.com) if they haveinformation regarding questionable accounting or auditing matters. There willbe no retaliation against employees who disclose questionable accounting orauditing matters.

 

**H. Employment Policies**

 

TheCompany is committed to fostering a work environment in which all individualsare treated with respect and dignity. Each individual should be permitted towork in a business-like atmosphere that promotes equal employment opportunitiesand prohibits discriminatory practices, including harassment. Therefore, theCompany expects that all relationships among persons in the workplace will bebusiness-like and free of unlawful bias, prejudice and harassment. It is theCompany’s policy to ensure equal employment opportunity without discriminationor harassment on the basis of race, color, national origin, religion, sex, age,disability, or any other status protected by law. The Company’s Sexual andOther Harassment Policy is contained in the employee handbook.

 

It is the Company’s policyto comply with all applicable wage and hour laws and other statutes regulatingthe employer-employee relationship and the workplace environment. To the extentthe Company deals with labor unions, it is illegal under federal and state lawfor the Company or any of its employees or agents to pay to or receive anythingof value from any labor organization.

 

No Company employee mayinterfere with or retaliate against another employee who seeks to invoke his orher rights under the laws governing labor and employee relations. If anyemployee has any questions

 

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about the laws or Companypolicies governing labor and employee relations matters, he or she shouldconsult the divisional intranet or employee handbook or contact the HumanResources Department, or the Legal Department.

 

The Company is committed toproviding a safe workplace for all employees. In addition, several laws andregulations impose responsibility on the Company to safeguard against safetyand health hazards. For that reason, and to protect the safety of themselvesand others, employees and other persons who are present at Company facilitiesare required to follow carefully all safety instructions and procedures thatthe Company adopts. Questions about possible health and safety hazards at anyCompany facility should be directed immediately to the employee’s supervisor.

 

**I.****               ****Employee Financial Matters**

 

All employees are expectedto conduct their own personal financial affairs in a responsible manner.Overdrafts on personal or family business checking accounts are consideredunauthorized loans by bank examiners and may result in disciplinary action, upto including termination. The Company’s Employee Overdraft Policy is includedin the employee handbook.

 

Employees must not acceptbequests or legacies from customers of the Company under a will or trust, otherthan a relative or person who has never dealt with the employee as a Companyrepresentative. Employees may not accept any appointment as an executor,administrator, guardian, trustee or any similar fiduciary capacity without theprior written approval of their supervisor. This restriction does not apply toappointments resulting from close family or other personal relationshipsprovided the duties required will not interfere with the proper performance ofduties on behalf of the Company.

 

**J. Computer, E-mail and Internet Policies**

 

Every employee isresponsible for using the Company’s information systems, including, withoutlimitation, its electronic mail (E-mail) system, voice mail system and theInternet (collectively, the “Information Systems”), properly and in accordancewith Company policies. The Company’s Information Security Policy is containedon the Company intranet. Any questions about these policies should be addressedto the employee’s immediate supervisor or the Chief Information Officer.Employees should be aware of, among other matters, the following:

 

**1.****The Computer System 15 Company Property**

 

The computers that employeesare provided or have access to for work and the E- mail system are the propertyof the Company and have been provided for use in conducting Company business.All communications and information transmitted by, received from, created orstored in its Information Systems (whether through word processing programs,E-Mail, voice mail the Internet or otherwise) are Company records and propertyof the Company.

 

**2.     NoExpectation of Privacy**

 

The Company has the right,but not the duty, for any reason and without the permission of any employee, tomonitor any and all of the aspects of its Information Systems, including,without limitation, reviewing documents created and stored on its InformationSystems, deleting any matter stored in its system, monitoring sites visited byemployees on the Internet, monitoring chat and news groups, reviewing materialdownloaded or uploaded by users from the Internet, and reviewing E-Mail andvoice mail sent and received by users. Employees should not have an expectationof privacy in anything they create, store, send or receive on any InformationSystems.

 

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**3. Professional Use of Information Systems Required; OtherPolicies Apply**

 

Employees are reminded to be courteous toother users of the system and always to conduct

themselves in a professionalmanner. The Company’s policies against discrimination and harassment (sexual orotherwise) apply fully to the Company’s Information Systems, and any violationof those policies is grounds for discipline up to and including discharge.

 

**4. Offensive and Inappropriate Material; Illegal**Activities

 

Company policies prohibitusing the Company’s Information Systems to send or receive messages or filesthat are illegal, sexually explicit, abusive, offensive or profane.

 

**5. Solicitations**

 

The Company’s InformationSystems may not be used to solicit for religious or political causes,commercial enterprises, outside organizations, or other activities not relatedto an employee’s services to the Company.

 

**6. Copyrights and Trademarks**

 

The Company’s InformationSystems may not be used to send (upload) or receive (download) copyrightedmaterials, trade secrets, proprietary financial information, or similarmaterials.

 

**K. Document Retention**

 

Thespace available for the storage of Company documents, both on paper andelectronic, is limited and expensive. Therefore, periodic discarding ofdocuments is necessary. On the other hand, there are legal requirements thatcertain records be retained for specific periods of time. Before disposing ofdocuments, employees should consult the Company Records Retention Policy.Employees who are unsure about the need to keep particular documents shouldconsult with their supervisor, so that a judgment can be made as to thelikelihood that the documents will be needed.

 

Wheneverit becomes apparent that documents of any type will be required in connectionwith a lawsuit or government investigation, all possibly relevant documentsshould be preserved, and ordinary disposal or alteration of documentspertaining to the subjects of the litigation or investigation should beimmediately suspended. If an employee is uncertain whether documents under hisor her control should be preserved because they might relate to a lawsuit orinvestigation, he or she should contact the Legal Department.

 

**III. COMPLIANCE WITH THE CODE OF ETHICS AND BUSINESS CONDUCT**

 

All employees have aresponsibility to understand and follow the Code of Conduct. In addition, allemployees are expected to perform their work with honesty and integrity in anyareas not specifically addressed by the Code of Conduct. A violation of thisCode of Conduct may result in appropriate disciplinary action including thepossible termination from employment with the Company, without additionalwarning.

 

The Company stronglyencourages dialogue among employees and their supervisors to make everyoneaware of situations that give rise to ethical questions and to articulateacceptable ways of handling those situations. In addition, each officer andsupervisory employee of the Company has an obligation to

 

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annually certify that he or shehas read and reviewed this Code of Conduct with his or her subordinates, andevery employee must certify that he or she has read this Code of Conduct and tothe best of his or her knowledge is in compliance with all its provisions.

 

The Code of Conduct reflectsgeneral principles to guide employees in making ethical decisions and cannotand is not intended to address every specific situation. As such, nothing inthis Code of Conduct prohibits or restricts the Company from taking anydisciplinary action on any matters pertaining to employee conduct, whether ornot they are expressly discussed in this document. The Code of Conduct is notintended to create any expressed or implied contract with any employee or thirdparty. In particular, nothing in this document creates any employment contractbetween the Company and any of its employees.

 

The Board of Directors ofCommunity First Bankshares has the exclusive responsibility for the finalinterpretation of the Code of Conduct. The Code of Conduct may be revised,changed or amended at any time by the Board of Directors of Community FirstBankshares.

 

**IV.   REPORTING SUSPECTED NON-COMPLIANCE**

 

**A. General Policy**

 

Toassist in the administration of the Code of Conduct, the Company has designatedthe position of General Counsel to oversee compliance. As part of itscommitment to ethical and legal conduct, the Company expects its employees tobring to the attention of the General Counsel, or any of the people he or shedesignates, information about suspected violations of this Code of Conduct orof law by any Company employee or agent. Employees who have information aboutsuspected improper accounting or auditing matters should bring it to theattention of their supervisors and/or a member of the audit committee, orsubmit an anonymous complaint. Employees are required to come forward with anysuch information, without regard to the identity or position of the suspectedoffender. The Company will treat the information in a confidential manner(consistent with appropriate evaluation and investigation) and will seek toensure that no acts of retribution or retaliation will be taken against anyonefor making a report.

 

Because failure to reportcriminal activity can itself be understood to condone the crime, we emphasizethe importance of reporting. Failure to report knowledge of wrongdoing mayresult in disciplinary action against those who fail to report.

 

**B. Complaint Procedure**

 

Notification of Complaint -Information about known or suspected violations by any employee or agent shouldbe reported promptly. Whenever practical an employee should do so in writing.

 

Investigation - Reports ofviolations will be investigated under the General Counsel’s supervision, as heor she finds appropriate. Employees are expected to cooperate in theinvestigation of reported violations.

 

Confidentiality - TheGeneral Counsel will not, to the extent practical and appropriate under thecircumstances to protect the privacy of the persons involved, disclose theidentity of anyone who reports a suspected violation or who participates in theinvestigation. Employees should be aware that the General Counsel, and thoseassisting him or her are obligated to act in the best interests of the Company,and do not act as personal representatives or lawyers for employees.

 

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ProtectionAgainst Retaliation - Retaliation in any form against an individual who reportsa violation of this Code of Conduct or of law, even if the report is mistaken,or who assists in the investigation of a reported violation, is itself aserious violation of this policy. Acts of retaliation should be reportedimmediately and will be disciplined appropriately.

 

**V. WAIVER OF THE CODE OF ETHICS AND BUSINESS CONDUCT**

 

It is expected that waiversof this Code rarely, if ever, would be acceptable. Any waiver of this Code forexecutive officers or directors may only be granted by the Board of Directors,or appropriate Board committee, and will be promptly disclosed as required bylaw or stock exchange regulation. Waivers for any other individuals covered bythe Code must be approved by the Company’s Audit Committee in consultation withthe General Counsel.

 

**VI. GENERAL PROVISIONS**

 

This Code of Conductreplaces all previous similar policies developed by Community First Banksharesconcerning the subject matters outlined above. It is intended to supplement andnot replace other specific policies, guidelines and procedures governing youremployment relationship that may be adopted from time to time by the Company.It is not intended to create an express or implied contract of employment.Employment by the Company is employment at will unless your employment iscovered by a specific written employment agreement.

 

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**Addendum to Code of Ethics and BusinessConduct**

**For Senior Financial Officers**

 

**Preface**

 

SeniorFinancial Officers hold an important and elevated role in corporate governance.As part of the Corporate Leadership Team, Senior Financial Officers are vestedwith both the responsibility and authority to protect, balance and preserve theinterests of all of the Company stakeholders, including shareholders, clients,employees, vendors and citizens of the communities in which business isconducted. Senior Financial officers fulfill this responsibility by prescribingand enforcing the policies and procedures employed in the operation of theCompany’s financial organization, and by demonstrating the following:

 

**I. Honest and Ethical Conduct**

 

Senior Financial Officers will exhibit and promote the higheststandards of honest and ethical conduct through the establishment and operationof policies and procedures that:

 

•                  Encourage and reward professional integrityin all aspects of the financial organization, by eliminating inhibitions andbarriers to responsible behavior, such as coercion, fear of reprisal, oralienation from the financial organization or the Company itself.

•                  Prohibit and eliminate the appearance oroccurrence of conflicts between what is in the best interest of the Company andwhat could result in material personal gain for a member of the financialorganization, including Senior Financial Officers.

•                  Provide a mechanism for members of thefinance organization to inform senior management of deviations in practice frompolicies and procedures governing honest and ethical behavior.

•                  Demonstrate their personal support for suchpolicies and procedures through periodic communication reinforcing theseethical standards throughout the finance organization.

 

**II. Financial Records and Periodic Reports**

 

Senior Financial Officers will establish and manage the Companytransaction and reporting systems and procedures to ensure that:

 

•                  Business transactions are properly authorizedand completely and accurately recorded on the Company’s books and records inaccordance with Generally Accepted Accounting Principals (GAAP) and establishedCompany financial policy.

•                  The retention or proper disposal of Companyrecords shall be in accordance with established Company financial policies andapplicable legal and regulatory requirements.

•                  Periodic financial communications and reportswill be delivered in a manner that facilitates the highest degree of clarity ofcontent and meaning so that readers and users will quickly and accuratelydetermine their significance and consequence.

 

**III. Compliance with Applicable Laws, Rules and Regulations**

 

Senior Financial Officers will establish and maintain mechanisms to:

 

•                  Educate members of the finance organizationabout any federal, state or local statute, regulation or administrativeprocedure that affects the operation of the finance organization and theCompany generally.

 

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•                  Monitor the compliance of the financeorganization with any applicable federal, state or local statute, regulation oradministrative rule.

•                  Identify, report and correct in a swift andcertain manner, any detected deviations from applicable federal, state or localstatute or regulation.

 

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