Exhibit 14.1       National Atlantic Holdings Corporation  **CODE OF BUSINESS CONDUCT AND ETHICS**          This Code of Business Conduct and Ethics (the “Code”) is applicable to the Board of Directors,officers, and employees of National Atlantic Holdings Corporation and all its subsidiaries.I. Reputation          The reputation of National Atlantic Holdings Corp. (including all subsidiaries, “NationalAtlantic”) depends on the conduct of its Board of Directors, officers, and employees. Everyemployee who is associated with National Atlantic must play a part in maintaining our corporatereputation for the highest ethical standards.II. Conflicts of Interest          National Atlantic expects its Board of Directors, officers, and employees to perform theirduties using their best impartial judgment in all matters affecting National Atlantic. To maintainindependence of judgment and action, directors, officers, and employees must avoid conflict ofinterest or an appearance of conflict that might arise because of economic or personalself-interest. Directors, officers, and employees shall not engage in activity that conflicts withthe interests of National Atlantic. Directors, officers, and employees who reasonably believe theymay have interests that conflict with those of National Atlantic shall immediately advise theCorporate Secretary, who shall review and determine whether to approve the potential conflicts ofinterest for employees. Review and approval of potential conflicts of interests of officers anddirectors shall be made by the Audit Committee of the Board of Directors.III. Relationships with Policyholders, Agents, Claimants, Competitors, Vendors and Colleagues          National Atlantic demands that its employees act at all times with the highest degree ofintegrity. National Atlantic insists that you treat all individuals with whom you come in contact —policyholders, claimants, employees, agents, competitors, vendors, and colleagues — in a fair andrespectful manner. National Atlantic is committed to the maximum utilization of its employees’abilities and to the principles of equal employment opportunity.
 

 
Page 2IV. Confidential Information          National Atlantic’s property and the property of National Atlantic’s agents and policyholdersis to be used solely for the benefit of the National Atlantic, its agents, and its policyholders,respectively. You may not use National Atlantic’s, National Atlantic’s agents’, or NationalAtlantic’s policyholders’ property for personal benefit, nor may you take National Atlantic’s,National Atlantic’s agents’, or National Atlantic’s policyholders’ property with you when you ceaseworking for National Atlantic.V. Legal Obligations          Adherence to legal and regulatory matters must govern the business decisions and actions ofevery National Atlantic director, officer, and employee. You should make every effort to ensurethat you and National Atlantic are in compliance with all legal and regulatory matters applicableto your area of employment. Any legal, regulatory or governmental inquiry or action should bedirected to, and will be handled by, National Atlantic’s Corporate Secretary.VI. Obligations to Our Organization          The rules of the National Atlantic Code, set forth below, must be followed at all times:     1. No funds or assets of National Atlantic shall be used for any purpose which would be inviolation of any applicable law or regulation.     2. No contributions shall be made by or on behalf of National Atlantic to any politicalcandidate, party, or campaign either within or without the United States other than in strictcompliance with state and federal political finance laws.     3. No fund or asset of National Atlantic shall be established or maintained that is notreflected on the books and records of National Atlantic.     4. No false, artificial, or misleading entries in the books and records of National Atlanticshall be made.     5. All reports and documents that National Atlantic files with the Securities and ExchangeCommission or other public communication from National Atlantic will contain full, fair, accurate,timely, and understandable information.     6. No transaction shall be effected and no payment shall be made by or on behalf of NationalAtlantic with the intention or understanding that the transaction or payment is other than asdescribed in the documentation evidencing the transaction or supporting the payment.
 

 
Page 3     7. In any dealings with an agent, supplier, policyholder, claimant, government official, orother person or entity, no director, officer or employee of National Atlantic shall request,accept, or offer to give any significant thing of value, the purpose or result of which could be toinfluence the bona fide business relationships between National Atlantic and such persons orentities.     8. Directors, officers, and employees of National Atlantic shall comply with the terms ofNational Atlantic’s policy statements on Insider Trading and Disclosure.     9. This Code is applicable to National Atlantic Holdings Corp. and all its subsidiaries.VII. Enforcement          Directors, officers and employees of National Atlantic shall be responsible for theenforcement of the policies set forth in this Code and will be held accountable for any violationsof this Code. Any officer or employee of National Atlantic having any information or knowledgeregarding any transaction or activity prohibited by this Code shall promptly report the same to theCorporate Secretary. The Corporate Secretary shall ensure that such information and its sourceremain confidential. The Corporate Secretary shall be responsible for promptly formulating anyremedial action with respect to violations of this Code by employees, after providing for a fulland fair presentation by any effected employee of the facts related to the possible violation ofthis Code. Any violations of this Code shall be sanctioned, commensurate with the nature of theviolation and consistent with other violations of a similar nature, which sanctions may includetermination of employment. The Corporate Secretary shall forthwith bring any information orknowledge regarding potential violations of this Code by a director or officer of National Atlanticto the attention of the Chairman of the Audit Committee of the Board of Directors of NationalAtlantic. The Audit Committee will be responsible for evaluating the information and developingappropriate remedial actions regarding such violations. Directors, officers and appropriateemployees of National Atlantic will be required on an annual basis to certify their compliance withthis Code.VIII. Waivers          Requests for waivers of this Code shall be submitted to the Corporate Secretary who shall beresponsible for determining whether to grant a waiver, provided that any waiver request by adirector of officer may be approved only by the Board of Directors. National Atlantic shall reportany waiver request granted by the Board as required by the applicable rules of the Securities andExchange Commission.