Code of Business Ethics and Conflict of Interest Policy for Directors, Officers and Employees ______

[INSERT COMPANY NAME]

Code Of Business Ethics And Conflict Of Interest Policy For Directors, Officers And Employees ______

This Code of Ethics and Conflict of Interest Policy (the “Code”) for Directors, Officers and Employees as defined below (collectively, “Covered Persons”) is designed to maintain the standards of business conduct of [Insert Company Name], its subsidiaries and affiliates and their successors and assigns (collectively and severally, the “Company”), and to assure compliance with applicable law.

The Company is committed to conducting its business in accordance with the highest ethical standards. It is the policy of the Company to conduct its business fairly, ethically and in compliance with applicable law. Accordingly, all conduct inconsistent with this Code is prohibited. This Code requires not only the avoidance of misconduct, but also the avoidance of acts or omissions that give the appearance of misconduct as well as reporting of misconduct. Covered Persons shall not enter into any activity or incur any expense or liability which would compromise the Company’s commitment to these high standards.

Covered Persons are expected to read and understand this Code and uphold its standards day to day. This Code is designed to deter wrong-doing and to promote:

1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. fair, full, accurate, timely and understandable disclosure in reports and documents that the Company files with the government and in other public communications made by the Company;

3. compliance with applicable law;

4. prompt internal reporting of violations of this Code; and

5. accountability for adherence to this Code.

Nothing in this Code or in any Company policies and procedures, or in other related communications (oral or written), creates or implies an employment contract or term of employment. Covered Persons should sign the certification form at the end of this Code and return the form to the General Counsel. The signed certification form will be reviewed by the Corporate Governance Committee and retained in each Covered Person’s personnel file. Each year, Covered Persons will be asked to sign an updated certification form indicating their continued understanding of this Code and disclosing any violations or potential violations of this Code of which they are aware.

It is not possible to enumerate all of the situations which could result in an actual or apparent violation of this Code. However, the following areas are of particular concern to the ©2005 Foley & Lardner LLP. All rights reserved. Presented by Patrick Daugherty, Esq. of Foley &Lardner LLP, to the Society of Corporate Compliance and Ethics Conference on September 12, 2005. Patrick Daugherty acknowledges the editorial assistance of Mariel Estigarribia.

Company with respect to the ethical conduct of its business. These principles are to be interpreted using good judgment and common sense. Employees are encouraged to discuss questions or concerns relating to this Code with the General Counsel, while Directors and Officers should address their questions and concerns to the Chairman of the Corporate Governance Committee.

I. Applicability.

This Code is applicable to the following Covered Persons:

• Each member of the Company’s Board of Directors, including employee and non- employee Directors (“Directors”);

• Each officer of the Company, including but not limited to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller and persons performing similar functions (“Officers”); and

• Each full- or part-time employee of the Company who is not a Director or an Officer (“Employees”).

II. Conflicts of Interest.

A Covered Person’s duty to the Company demands avoiding and disclosing actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of a person or entity conflict with the interests or benefits of the Company. A Covered Person also has a conflict of interest if, in the course of performing duties for the Company, the Covered Person’s judgment and discretion is or may be influenced by considerations of personal gain or benefit, or gain or benefit to a third party other than the Company. Examples include:

A. Employment/Outside Employment. In consideration of their employment with the Company, full-time Company employees are expected to devote their full attention to the business interests of the Company. Covered Persons that are Company employees are prohibited from engaging in any activity that interferes with the performance of their responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Covered Persons employed by the Company are prohibited from accepting simultaneous employment with a competitor of the Company, or with any other entity which has or seeks to have a business relationship with the Company, including any agent, reinsurer or policyholder, or which interferes with the Covered Persons’ ability to satisfy their respective responsibilities to the Company. Covered Persons employed by the Company are prohibited from taking part in any activity that enhances or supports a competitor’s position. Additionally, all Covered Persons that are Company employees must immediately disclose any interest that they have that may conflict with the business of the Company by submitting an updated certification form to the General Counsel. The General Counsel will inform the Corporate Governance Committee and appropriate action will be taken.

©2005 Foley & Lardner LLP. All rights reserved. Presented by Patrick Daugherty, Esq. of Foley &Lardner LLP, to the Society of Corporate Compliance and Ethics Conference on September 12, 2005. Patrick Daugherty acknowledges the editorial assistance of Mariel Estigarribia.

B. Outside Directorships. It is a conflict of interest for any Covered Person or any of his or her Affiliates (as defined below) to serve as a director of any company that competes with the Company. “Affiliate” means the spouse, parent, grandparent, child or sibling of a Covered Person, whether by blood, marriage or adoption, and anyone residing in a Covered Person’s home. A Covered Person may serve as a director of an entity which has or seeks to have a business relationship with the Company, including any agent, reinsurer or policyholder, provided that the Covered Person obtains approval from the Company’s Corporate Governance Committee before accepting the directorship.

C. Business Interests. If a Covered Person is or if his or her Affiliate is considering investing in an agent, reinsurer, policyholder, customer or competitor of the Company, the Covered Person must take great care to ensure that such investment does not compromise his or her responsibilities to the Company. The Covered Person must first obtain approval from the Company’s Corporate Governance Committee before incurring a conflict of interest with such an investment; provided, however, that consent is not required if the investment is in a company listed on a public securities exchange and the amount held will be less than five percent of the aggregate value of the class of security outstanding of the public company. Factors to be considered by the Corporate Governance Committee in determining whether a conflict exists and whether to approve the investment include: the size and nature of the investment; the Covered Person’s ability to influence decisions of the Company or the other company; the Covered Person’s access to confidential information of the Company or the other company; and the nature of the relationship between the Company and the other company.

D. Relatives. As a general rule, Covered Persons should avoid conducting Company business with an Affiliate, or with a business in which an Affiliate is associated in any significant role. Generally, the Company prohibits the employment of Affiliates.

E. Payments or Gifts from Others. Under no circumstances may a Covered Person accept any offer, payment, promise to pay, or authorization to pay any cash, gift, loan, honoraria or anything of value from any agent, reinsurer, policyholder, vendor, consultant or other entity engaged in a business relationship with the Company that is perceived as intended to or that could, directly or indirectly, influence any business decision, any act or failure to act, any commission of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, or infrequent business meals, tickets, events and entertainment do not violate this Code, provided that they are not excessive and do not create an appearance of impropriety. Questions regarding whether a particular payment or other item enumerated above violates this Code are to be directed to the General Counsel (in the case of Employees) or to the Chairman of the Corporate Governance Committee (in the case of Directors and Officers). Gifts given by the Company to agents, reinsurers or policyholders or received from agents or reinsurers should be appropriate to the circumstances and should never be of a kind that would create

an appearance of impropriety. The nature and cost of such gifts, regardless of value, must always be accurately recorded in the Company’s books and records.

F. Corporate Opportunities. Covered Persons shall not exploit for personal gain any opportunity discovered through the use of Company property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors declines to pursue the opportunity.

G. Political and Civic Involvement. The Company encourages Covered Persons to take an active role in the political and civic activities of the communities in which they reside and which the Company serves. If matters brought before political or civic boards directly affect the Company's business, Covered Persons serving on these boards are expected to abstain from participation during the time that matters affecting the Company are voted upon.

Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, a Covered Person should consult the General Counsel (in the case of an Employee) or the Chairman of the Corporate Governance Committee (in the case of a Director or an Officer).

III. Disclosures.

The Company will provide full, fair, accurate, timely and understandable disclosure in reports and documents that it files with the government and in its other public communications. Accordingly, Covered Persons must ensure that they and others in the Company comply with all Company disclosure controls and procedures and all internal controls over financial reporting. In the event any Covered Person believes or suspects that any information that is filed with the government or otherwise made publicly available is materially inaccurate or misleading, or if the Covered Person has identified or has suspicion of a material weakness in the Company’s public reporting procedures, the Covered Person shall promptly raise such concern with the General Counsel or the Chairman of the Corporate Governance Committee, as appropriate. Alternatively, such report may be made to the Audit Committee on an anonymous basis.

IV. Confidential Information.

During and after employment by or service with the Company, Covered Persons shall not divulge to third parties, or appropriate for their own use or the use of others, any Confidential Information (as defined below) obtained during employment or service for the Company. The term “Confidential Information” includes but is not limited to information about Company policyholders, agents, reinsurers, employees, members or shareholders, trade secrets, rates, underwriting and pricing methods, technical materials and information, reserve data, strategic and marketing plans, transaction and pricing information, processes, technology, compilations of information, financial information and any other information and data that are or may be used in or relate to the operation of the Company’s business that is not public knowledge. The provisions of this Section IV are in addition to any separate confidentiality obligation that a Covered Employee may be subject to pursuant to an agreement with the Company. In the event

of any conflict between this Section IV and a Covered Employee’s separate agreement with the Company, the separate agreement shall control.

V. Fair Dealing.

The Company is committed to conducting its business fairly and in accordance with the highest ethical standards. No Covered Person shall use unfair techniques, such as misrepresentation of material facts or improper concealment of business information, to gain a business advantage. Additionally, no Covered Person shall offer or accept a bribe, kickback or improper favor in order to secure a business advantage.

VI. Insider Trading.

No Covered Person may sell or otherwise trade in Company securities on the basis of material, nonpublic information concerning the Company, nor may any Covered Person disclose such information to others who may trade in Company securities. All Covered Persons must comply with any and all limitations on sales of Company securities during applicable stock blackout periods.

VII. Discrimination and Harassment.

The Company maintains a policy prohibiting harassment, which is hereby incorporated by reference. The Company shall provide equal opportunity in all aspects of employment and will not tolerate discrimination or harassment of any kind. Covered Persons may not engage in comments based on racial or ethnic characteristics. Unwelcome sexual advances or other similar behavior by Covered Persons toward Company employees, policyholders or other parties conducting business with the Company are strictly prohibited.

VIII. Protection of and Proper Use of Company Assets.

Use or access to Company property for any unlawful or improper purpose is strictly prohibited. This prohibition includes any use that is unlawful or improper under applicable law or ethical standards, regardless of the practices of other companies or individuals. As part of this obligation, Covered Persons shall follow Company procedures to ensure that business transactions are consistently executed, recorded and reported so that the Company can accurately compile and report its financial statements. Additionally, all transaction records shall be preserved for the appropriate amount of time in accordance with Company policy.

IX. Compliance with Laws, Rules and Regulations.

In performing their duties on behalf of the Company, Covered Persons must comply with all applicable laws, rules and regulations (including but not limited to the Foreign Corrupt Practices Act of 1977). Covered Persons must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential violations and to know when to seek advice from the General Counsel or Chairman of the Corporate Governance Committee. Violations of applicable laws, rules and regulations may subject Covered Persons to individual criminal or civil liability, as well as to discipline by the Company.

Such individual violations may also subject the Company to civil or criminal liability or the loss of business.

X. Reporting of Illegal or Unethical Behavior and Violations of this Code.

A Covered Person shall report promptly any actual, attempted or apparent violation of laws, rules, regulations or this Code. If a violation is observed or reported, or is indicated by records or other information of which a Covered Person becomes aware, then the matter shall be immediately reported; Directors and Officers are to notify the Chairman of the Corporate Governance Committee, while Employees are to notify their supervisors or the General Counsel. Any concerns regarding accounting, internal accounting controls or auditing matters may be reported anonymously to the Audit Committee of the Board of Directors. In no event will the Company take or threaten any action against a Covered Person for making a complaint or disclosing information in good faith. Retaliation or retribution against any Covered Person who in good faith reports a violation or potential violation pursuant to this Code is cause for disciplinary action, up to and including termination of employment.

The Company will take appropriate action against any Covered Person whose actions are found to violate this Code or any other policy of the Company. Disciplinary actions may include immediate termination of employment in the Company’s sole discretion. Any failure by a Director to comply with this Code shall be reported to the Corporate Governance Committee for review. The Corporate Governance Committee shall make a recommendation to the Board of Directors as to appropriate action, which may include removal from the Board of Directors. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

XI. Waivers.

The Company may waive a conflict of interest if a determination is made that the effect on the Company, or any of its constituencies, is not material or ethically unacceptable, the cost to or effect on the Company is reasonable and similar to situations in which there is no conflict and appropriate on-going controls designed to monitor the specific situation and to protect the Company are in place. Such a determination is to be made by the Corporate Governance Committee in the case of a Director or an Officer and by the General Counsel in the case of an Employee. Such a determination, if made by the Corporate Governance Committee, will be promptly disclosed to the entire Board of Directors and, if required by law, to the public.

XII. Amendments to this Code.

The Company is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code is subject to amendment. Any amendment of any provision of this Code must be approved by the Company’s Board of Directors and, if required by law, promptly disclosed to the public.

XIII. Disclosure of this Code.

To the extent required by law, this Code shall be publicly disclosed by (a) filing it as an exhibit to an annual report filed by the Company with the government, (b) posting it on the Company’s public website and including the Company’s public website address in its annual report and (c) providing a copy of it to any person without charge upon written request directed to the Company.

[INSERT COMPANY NAME] Code Of Business Ethics And Conflict Of Interest Policy For Directors, Officers And Employees

______

CERTIFICATION

As a person covered under the Company’s Code of Business Ethics and Conflict of Interest Policy for Directors, Officers and Employees (the “Code”), I hereby attest as follows:

1. I have received and read the Code.

2. I understand the standards and policies contained in the Code and understand that there may be additional policies specific to my role with the Company.

3. I agree to comply with the Code.

4. If I have questions concerning the meaning or application of the Code, any Company policy or the legal and regulatory requirements applicable to my role with the Company, I know I can consult the General Counsel or the Chairman of the Corporate Governance Committee, as provided in the Code, knowing that my questions or reports to these sources will be maintained in confidence.

I have described below any and all violations of the Code that I know or suspect to have occurred, to be ongoing or that are likely to occur in the future:

______

OR:

___ I have nothing to report.

Name: ______

Signature: ______

Date: ______

Please return this executed form to the General Counsel.