Exhibit 99.4


                  Iowa First Bancshares Corp. and Subsidiaries
                             Code of Ethical Conduct
                  for Principal Officers and Financial Managers



In my role  as a  principal  officer  and/or  financial  manager  of Iowa  First
Bancshares Corp., or one or more of its subsidiaries, I recognize that principal
officers  and/or  financial  managers  hold an important  and  elevated  role in
corporate  governance.  I am  uniquely  capable  and  empowered  to ensure  that
stakeholders'  interests are  appropriately  balanced,  protected and preserved.
Accordingly,  this Code  provides  principles  to which  financial  managers are
expected to adhere and advocate.  The Code embodies rules  regarding  individual
and peer  responsibilities,  as well as  responsibilities  to the  company,  the
public and other stakeholders.

I certify to you that I adhere to and  advocate  the  following  principles  and
responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

1.   I act with honesty and integrity,  avoiding actual or apparent conflicts of
     interest in personal and professional relationships.

2.   I  provide  constituents  with  information  that  is  accurate,  complete,
     objective, relevant, timely and understandable.

3.   I  comply  with  rules  and  regulations  of  federal,   state,  and  local
     governments, and other appropriate private and public regulatory agencies.

4.   I act in good faith, responsibly,  with due care, competence and diligence,
     without misrepresenting  material facts or allowing my independent judgment
     to be subordinated.

5.   I respect the  confidentiality of information  acquired in the course of my
     work except when  authorized  or otherwise  legally  obligated to disclose.
     Confidential  information acquired in the course of my work is not used for
     personal advantage.

6.   I  share  knowledge  and  maintain  skills  important  and  relevant  to my
     constituents' needs.

7.   I proactively promote ethical behavior as a responsible partner among peers
     in my work environment and community.

8.   I maintain  responsible  use of and control  over all assets and  resources
     employed or entrusted to me.





__________________________(Signature)                    _______________(Date)





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