<PAGE>
                                                                      EXHIBIT 14




















                              MEADOWBROOK INSURANCE
                                     GROUP

                               COMPLIANCE PROGRAM


























<PAGE>









                           MEADOWBROOK INSURANCE GROUP
                               COMPLIANCE PROGRAM


                                 CODE OF CONDUCT
























<PAGE>




                                TABLE OF CONTENTS
<TABLE>


<S>                                                                                                              <C>
INTRODUCTION AND STANDARDS........................................................................................1

CONFLICT OF INTEREST..............................................................................................2

NON-DISCRIMINATION / EQUAL EMPLOYMENT.............................................................................2

NON-HARASSMENT....................................................................................................3

CLAIMS HANDLING...................................................................................................3

REGULATORY REQUIREMENTS...........................................................................................3

FRAUD, MISAPPROPRIATION, THEFT, EMBEZZLEMENT AND BRIBERY..........................................................3

INSIDER TRADING...................................................................................................5

INVESTOR / MEDIA RELATIONS........................................................................................5

CONFIDENTIAL / PROPRIETARY INFORMATION............................................................................6

TRANSACTIONS WITH GOVERNMENT......................................................................................7

FOREIGN MARKETING PRACTICES.......................................................................................7

RETENTION AND ACCURACY OF RECORDS.................................................................................7

MISUSE OR MISAPPROPRIATION OF CORPORATE PROPERTY, SERVICES AND BENEFIT PROGRAMS...................................8

ELECTRONIC EQUIPMENT, SOFTWARE, DATA ACCESS, SECURITY AND USAGE...................................................9

PREVENTION OF VIOLENCE IN THE WORKPLACE...........................................................................9

DRUG AND ALCOHOL-FREE WORKPLACE..................................................................................10

ANTI-MONEY LAUNDERING PROGRAM....................................................................................10

ENVIRONMENT, HEALTH AND SAFETY...................................................................................10

COMPLIANCE PROCEDURES............................................................................................10

         A.       Monitoring and Auditing........................................................................10

         B.       Reporting Suspected Illegal or Unethical Activity..............................................11

</TABLE>



<PAGE>

<TABLE>



<S>                                                                                                              <C>
         C.       Investigation..................................................................................11

         D.       Discipline.....................................................................................12

         E.       Disclosure to Authorities......................................................................12

         F.       Delegations....................................................................................12

         G.      Associate Education.............................................................................13
</TABLE>

APPENDIX

         A.

         B.

         C.


RECEIPT AND ACKNOWLEDGMENT (TAB ___)




<PAGE>




                           MEADOWBROOK INSURANCE GROUP
                               COMPLIANCE PROGRAM


                                 CODE OF CONDUCT


                           INTRODUCTION AND STANDARDS


           The compliance program adopted and implemented by Meadowbrook
Insurance Group, Inc. ("Meadowbrook") establishes effective internal controls
that promote adherence to applicable federal and state laws and regulations.

           Meadowbrook's Code of Conduct ("Code") defines the legal and ethical
policies and standards that govern all associates and their relationships with
clients, fellow associates and all other parties, and it provides associates
with general guidance for their conduct of business operations. The Code has
been approved, and with the full support and commitment of the Board of
Directors, it is official corporate policy and is applicable to Meadowbrook and
all its associates.

           All associates must be aware of the laws that affect their jobs and
should carry out their responsibilities in a lawful manner. Associates are
expected to adhere to the standards of conduct outlined in the Code and conduct
themselves in a professional, ethical and legal way at all times. They must
avoid situations which impair the performance of their official responsibilities
or which may have the appearance of impropriety. Avoidance and deterrence of
unlawful conduct is every associate's responsibility. Adherence to this Code is
vital; it must be part of our business routine -- part of our commitment to
provide quality insurance services and products to our clients, and to fulfill
our role as a good corporate citizen.

           Management is responsible for administering and enforcing this Code.
Meadowbrook's General Counsel (the "Compliance Officer") will ensure the Code is
administered and enforced consistently throughout the corporation. Circumstances
not specifically covered by this Code should be resolved in accordance with the
general principles outlined in the Code, as well as in Meadowbrook's



<PAGE>



"Associate Manual" and other existing policies and procedures. Any questions or
concerns about this Code or any ethical, legal or compliance requirements should
be addressed to the Compliance Officer.

           Meadowbrook is seriously committed to legal and ethical business
conduct, and expects all of its associates to ensure that this commitment is
met. Each associate will acknowledge, by accepting an e-mail routing of the
Code, the associate understands it and agrees to abide by it. Strict compliance
is a condition of employment and adherence to the Code is a factor in evaluating
an associate's performance. Disciplinary action, up to and including termination
of employment, may be taken against anyone who violates any provision of the
Code or other corporate policies.

                              CONFLICT OF INTEREST

           All associates must act with honesty and integrity, avoid all actual
or apparent conflicts of interest in personal and professional relationships. A
conflict of interest exists when an associate's personal or family activities or
financial affairs adversely influence the judgment or loyalty required for the
performance of one's duties to Meadowbrook. If an associate suspects even the
appearance of a conflict of interest or is in doubt about a particular
situation, the associate should promptly notify their Department Manager or the
Compliance Officer.

           An associate may not engage in activities with any outside business
organization which may result in a personal benefit to the associate at
Meadowbrook's expense, or which may influence the associate's decisions on
matters involving Meadowbrook and the outside business organization.

           All associates must adhere to the Conflict of Interest guidelines, as
set forth in the Meadowbrook Associate Manual.

                      NON-DISCRIMINATION / EQUAL EMPLOYMENT

           As set forth in Meadowbrook's Associate Manual, it is Meadowbrook's
policy that no person shall be subjected to discrimination based on race, color,
religious beliefs, national origin, gender, sexual orientation, age, veteran or
marital status, height, weight, handicap or other legally protected status. This
policy applies to recruitment, employment, placement, training, promotion,
compensation, retention and discharge of associates, as well as to other terms
and conditions of employment. Complaints of


                                       2

<PAGE>



discrimination should be put into writing, signed and dated, and delivered to
your supervisor, the Vice President of Human Resources or to the Compliance
Officer.

                                 NON-HARASSMENT

           Harassment because of race, color, religious beliefs, national
origin, gender, sexual orientation, age, veteran or marital status, height,
weight, handicap or other legally protected status will not be tolerated. This
policy applies to the relationships and interactions between associates and each
other, and members of the public. Harassment includes physical, verbal, and
non-verbal abuse, intimidation and threats. Sexual harassment is defined as
unwelcome or unsolicited verbal, non-verbal or physical conduct of a sexual
nature where: a) submission to or rejection of such conduct is used as the basis
for making or threatening decisions affecting conditions of employment; or b)
such conduct has the purpose or effect of substantially interfering with an
associate's job performance or creates an intimidating, hostile or offensive
work environment. All complaints of harassment should be reported, in accordance
with the Harassment Policy. All associates must adhere to Meadowbrook's
"Harassment Policy".

                                 CLAIMS HANDLING

           Meadowbrook will administer claims in accordance with guidelines,
policy provisions and/or applicable laws and regulations.

                             REGULATORY REQUIREMENTS

           Associates must comply with all rate, form, licensing and other
regulatory requirements.

           Associates are to understand and adhere to all applicable regulations
regarding the sales of Meadowbrook products or services.

           All invoices must accurately reflect the product sold or services
rendered, the correct sales price and the terms of sale. Payments received in
excess of amounts billed must be refunded or customer accounts credited, as
appropriate.

        FRAUD, MISAPPROPRIATION, THEFT, EMBEZZLEMENT OR UNLAWFUL PAYMENTS

           An associate must not commit, aid or assist in the commission of any
acts of fraud, misappropriation, theft, embezzlement, bribery or other similar
activities. An associate who suspects or


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<PAGE>




has information concerning any such wrongdoing involving Meadowbrook, its
associates, a Meadowbrook agent (including its employees), or anyone doing
business with Meadowbrook, must notify a supervisor or the Compliance Officer.
All personnel are responsible for preventing and detecting these activities,
including but not limited to:


           -        forgery or alteration of checks, securities or other
                    negotiable instruments;

           -        misappropriation of funds, securities or any other assets;

           -        improper handling or reporting of money or financial
                    transactions;

           -        improper handling of corporate property, assets or
                    information, or their use for personal gain;

           -        unauthorized disclosure of corporate business plans or
                    financial information;

           -        destruction or unauthorized removal of records, furniture,
                    fixtures, or equipment;

           -        fraud for the financial benefit of the corporation;

           -        offering, making, soliciting or receiving any payment with
                    the understanding or intention that such a payment is to be
                    used for an unlawful or any improper purpose;

           -        providing untruthful information to clients or potential
                    clients regarding prices and capabilities in proposals,
                    advertising or marketing communications;

           -        violating federal, state or foreign tax laws; and

           -        submitting false expense reimbursement reports.

           Meadowbrook personnel may accept or provide ordinary and reasonable
business entertainment and gifts of nominal value (e.g., tickets to sporting
events or concerts, or meals) so long as such entertainment and gifts do not
violate federal, state, or local law. Cash gifts are prohibited. All associates
must adhere to Meadowbrook's "Business Conduct Policy," which is included in the
Meadowbrook Associate Manual.

           Also, all Associates should avoid waste and careless use of Company
property and should take reasonable steps to protect property of the Company.



                                       4

<PAGE>



                         FINANCIAL AND PUBLIC REPORTING

           As a public company, it is critical that Meadowbrook's filings with
the securities and Exchange Commission and other communications with the public
be accurate, complete and timely. Investors, creditors, and others have a
legitimate interest in Meadowbrook's financial and other public reports.
Associates who are involved in creating, processing, or recording such
information bear a special responsibility to ensure the integrity of our
financial reports and will, along with all of our associates, seek to provide
stakeholders with information that is accurate, complete, objective, relevant,
timely and understandable.

                                 INSIDER TRADING

           A Meadowbrook associate is prohibited from buying or selling, either
directly or through an intermediary, Meadowbrook stock (or options on such
stock) if the associate is aware of information relating to Meadowbrook that is
both material and non-public.

           All Meadowbrook associates must adhere to the "Insider Trading
Policy," which is included in the Meadowbrook Associate Manual.

                           INVESTOR / MEDIA RELATIONS

           An associate may not release information about Meadowbrook or its
associates to shareholders, their representatives, any member of the investment
or financial communities or to the news media. All such requests for information
should be referred to the Corporate Communications Department, which, to the
extent required, will release such information, in accordance with applicable
law.
           An associate may not make public appearances, speeches or statements,
in person or through broadcast or printed media, relating to Meadowbrook or its
business, without first disclosing the content and obtaining prior written
approval from the Corporate Communications Department.

           All, Meadowbrook associates must adhere to the "Disclosure Policy,"
which is included in the Meadowbrook Associate Manual.



                                       5

<PAGE>



                     CONFIDENTIAL / PROPRIETARY INFORMATION

           Confidential or proprietary information is any nonpublic business,
technological, financial, personnel or client information, plans, or data (oral
or written) which is learned, generated or acquired while working at
Meadowbrook. The content of all Meadowbrook files, records, strategies and other
information is strictly confidential. Associates may not access or use such
information unless they have proper authorization and the information is
relevant to the performance of their jobs; the use of such information to
further one's own interests or for any personal gain or financial benefit is
prohibited. Associates may not disclose such information to any outside parties
without management's prior authorization. If management permits disclosure, it
shall first determine whether to require the outside party to sign a
confidentiality agreement.

           Confidential information includes, but is not limited to, company or
client financial data, personal medical records, expiration date(s), prices,
terms or conditions of a policy, information relating to the underwriting of a
policy or claim investigation/lawsuit and trade secrets.

         Should a breach of confidentiality occur for any reason, it is the
obligation of the associate who becomes aware of the breach to notify a
supervisor as soon as possible.

         Each associate has a continuing duty, after separating from Meadowbrook
for any reason, not to disclose any of Meadowbrook's proprietary or confidential
information, in accordance with any applicable nondisclosure policy or
Confidential Information Agreement.

         Meadowbrook respects the confidential or proprietary information of
other persons and companies. An associate shall not solicit, receive or use
another person's or entity's confidential or proprietary information without
their express consent. If information comes into an associate's possession which
may have been misappropriated from another company or person, including trade
secrets and material covered by a copyright, trademark or patent held by the
other company or person, the associate should alert a supervisor immediately and
not reveal the information to anyone else.




                                       6

<PAGE>

                          TRANSACTIONS WITH GOVERNMENT

            It is Meadowbrook's intent to comply with all government laws,
rules, regulations and contract provisions.

           Data submitted to a governmental agency must be truthful and
accurate. Deviation from any contract specifications, without prior written
government authorization, is prohibited. Classified information may not be
solicited or possessed without government authorization.

           Meadowbrook's associates or representatives may not offer or give
anything of monetary value, including gifts, gratuities, favors, entertainment,
or loans, to an associate or representative of a government agency with which
Meadowbrook has or is seeking to obtain contractual or other business or
financial relations or that regulates any of its activities or operations.

                           FOREIGN MARKETING PRACTICES

           The Foreign Corrupt Practices Act (FCPA) prohibits Meadowbrook and
its associates from promising, making, or offering to make, directly or
indirectly, payments of money, products or services to any foreign governmental
official or governmental employee, to any foreign political party, or to any
official or candidate of a foreign political party if the purpose of the payment
is to help Meadowbrook obtain or retain business, to help Meadowbrook direct
business to any person or to influence the actions of such entities in their
official capacity concerning a Meadowbrook business venture. The FCPA also bars
the making or offering of such payments through third-party intermediaries. A
violation of the FCPA subjects the associate and Meadowbrook to certain
penalties.

                        RETENTION AND ACCURACY OF RECORDS

           Meadowbrook maintains a system for record creation, distribution,
retention, storage, retrieval and destruction of documents including:

         A.       all records and documentation required by either federal or
                  state law or any investigation or claim;

         B.       all records necessary to protect the integrity of the
                  organization's compliance program and confirm its
                  effectiveness, including:



                                       7

<PAGE>

                  -  documentation that associates were adequately trained;

                  -  reports from associates, including the nature and results
                     of any investigation that was conducted;

                  -  documentation of corrective action, including disciplinary
                     action taken and policy improvements introduced, in
                     response to any internal investigation or audit;

                  -  modifications to the compliance program; and

                  -  results of Meadowbrook's auditing and monitoring efforts.

           All records relating to professional services, business transactions
and other activities must be prepared completely, legibly, accurately and
truthfully. Such records may not be altered, changed, removed or destroyed
without prior authorization. Falsification of business or associate records is
prohibited.

           All Meadowbrook payments and other transactions must be properly
authorized and be accurately and completely recorded. No false, incomplete or
misleading entries or records shall be created. Only legitimate corporate
business related expenses are permitted. No undisclosed or unrecorded corporate
funds, accounts or assets shall be established for any purpose.

     MISUSE OR MISAPPROPRIATION OF CORPORATE PROPERTY, SERVICES AND BENEFIT
                                    PROGRAMS

           Associates must not misuse or misappropriate Meadowbrook's property
or abuse the services or benefits programs available to them. Associates are
expected to use Meadowbrook's equipment and materials (e.g. telephones,
facsimile machines, computers, software, E-mail, photocopiers, and office
supplies) for proper business purposes; these items may not be used for personal
gain or to benefit persons or entities outside the corporation, although
occasional personal use is permitted with the approval of a supervisor.
Equipment or other corporate property may not be removed from Meadowbrook's
premises without prior approval of a supervisor.


                                       8

<PAGE>




           An associate is accountable for funds over which the associate has
control. An associate must maintain accurate records and abide by Meadowbrook
policies concerning expenditures of corporate funds for travel and other
reimbursable expenses, and eligibility for benefits including sick leave,
disability payments and education.

           Associates are required to provide complete and accurate information
for proper underwriting of their personal auto, home and other insurance
policies. Under no circumstances should an associate change, alter or in any way
directly impact electronic or paper files or documents regarding their personal
or family members' insurance coverages.

         ELECTRONIC EQUIPMENT, SOFTWARE, DATA ACCESS, SECURITY AND USAGE

           Computer passwords and security codes are unique to the individual
and should not be shared, transferred, or disclosed. However, Meadowbrook
reserves the right to know all such passwords and security codes and retains
ownership of and access to all company systems and information on those systems.

           To protect against potential computer viruses and to assure
compliance with all software license terms, all software installed on
Meadowbrook owned computers must be obtained through the corporation. Software
on company computers may not be installed, copied, accessed, or modified in any
way which violates Meadowbrook's licensing agreements. Each user must be aware
of and abide by the restrictions on the use of software.

           Internet access should be limited to Meadowbrook business All
associates must adhere to Meadowbrook's "Computer Policy," which is included in
Meadowbrook's Associate Manual.

                     PREVENTION OF VIOLENCE IN THE WORKPLACE

           Any act of violence, or any direct or indirect threat of violence,
against a co-worker or any other person by a Meadowbrook associate is
prohibited. The possession of a weapon in the workplace or on company property
by an associate is prohibited.

           It is every associate's obligation to immediately report to the Vice
President of Human Resources any act or threat of violence that may affect the
safety or security of the workplace.




                                       9

<PAGE>



           All associates must adhere to Meadowbrook's "Safety Policy," which is
included in Meadowbrook's Associate Manual.

                         DRUG AND ALCOHOL-FREE WORKPLACE

           The unlawful manufacturing, distributing, dispensing, possessing or
use of alcohol or a controlled substance by an associate is prohibited. To
violate this policy is to cause a hazardous condition within the workplace.

           Any associate who has a drug or alcohol related problem or has
difficulty complying with this policy should inform his or her supervisor, the
Vice President of Human Resources or the Compliance Officer.

                         ENVIRONMENT, HEALTH AND SAFETY

           Meadowbrook and its associates will abide by all applicable
environmental, health and safety laws and regulations. An associate should
report any condition that could create a hazard in the workplace. If there are
questions or concerns regarding compliance with these laws, an associate should
consult with your supervisor, the Vice President of Human Resources or the
Compliance Officer.
                          ANTI-MONEY LAUNDERING PROGRAM

         The Patriot Act requires that financial service companies, such as,
insurance companies, establish an Anti-Money Laundering Program. The Act
requires the Company implement a program which includes: (1) development of
internal policies, procedures and controls; (2) designation of a compliance
officer; (3) an on-going employee training program; and (4) an independent audit
system to test the program.

         Meadowbrook is certainly committed to complying with all applicable
anti-money laundering and currency reporting laws. Moreover, Meadowbrook and its
associates must avoid being used by persons or entities whose purpose is to
dispose of or hide the source, ownership or control of illicit funds. To this
end, Meadowbrook has developed a Money-Laundering Prevention Policy and related
procedures. All associates must comply with this policy.



                                       10

<PAGE>



                              COMPLIANCE PROCEDURES

A.       MONITORING AND AUDITING

         Monitoring and auditing of Meadowbrook's operations will be undertaken
on a periodic basis. Associates and/or independent contractors will engage in
these oversight activities. Reports will then be presented to the Board of
Directors or its designated committee.

         If wrongdoing occurs, all reasonable steps will be taken to respond and
to prevent it from re-occurrence, including any necessary corrective actions
and/or modifications to the compliance program.

         Periodically, Meadowbrook's compliance program will be reviewed to
determine whether its standards and procedures are current and complete and that
its other elements are satisfactory and effective in preventing and detecting
wrongdoing.

B.       REPORTING SUSPECTED ILLEGAL OR UNETHICAL ACTIVITY

         Any associate who, during the course of employment, learns of illegal
or potentially illegal conduct by others, including but not limited to any
violation of this Code, or believes that he or she has been requested or
required to engage in an illegal or unethical act or an act which would
constitute a violation of this Code, must report that information promptly
either to: 1) his or her supervisor, who shall transmit the information to the
Compliance Officer; or 2) directly to the Compliance Officer. The report may be
made anonymously. In addition, the report may be made either by telephone,
e-mail, letter or in person. Meadowbrook will not retaliate against an associate
for making a report of suspected wrongdoing. However, filing a report which the
associate knows to be false is prohibited and subjects that associate to
appropriate discipline.

C.       INVESTIGATION

                  1.       Upon receiving a report of illegal or potentially
illegal or unethical conduct, the Compliance Officer shall promptly:

                         a)       Determine whether the report merits
                                  investigation.

                         b)       Conduct an investigation, if warranted.



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<PAGE>



                         c)       Report to other members of management and the
                                  Audit Committee of the Board of Directors of
                                  Meadowbrook when appropriate.

                         d)       If the complaint involves accounting, internal
                                  accounting controls, auditing matters or
                                  concerns regarding questionable accounting or
                                  auditing matters, the Compliance Officer shall
                                  report such complaint to the Audit Committee
                                  for further investigation.

                  2.       An investigation will be documented by:

                         a)       A written description of the conduct in
                                  question and the investigative process;

                         b)       Copies of key documents and interview notes or
                                  summaries; and

                         c)      The results of the investigation.

                  4.       The Compliance Officer will attempt to maintain
confidentiality whenever possible.

D.         DISCIPLINE

           If, after investigation, it is determined that illegal or potentially
illegal or unethical conduct has occurred, the matter will be referred to
appropriate management personnel for:

                  1.       Discipline (i.e., reprimand, suspension, termination,
etc.) of the wrongdoer(s) or participants as determined by Meadowbrook.

                  2.       Discipline of any associate who was aware of such
wrongdoing, or who reasonably could have prevented such wrongdoing.

E.         DISCLOSURE TO AUTHORITIES

           If it is determined that criminal activity has occurred, the
Compliance Officer shall:

                  1.       Where warranted, report the activity to the
                           appropriate governmental authorities (state and/or
                           federal) within a reasonable time period.

                  2.       Cooperate with these authorities to the extent
                           required by law.

                  3.       Remedy the matter, if applicable.





                                       12





<PAGE>
F.       DELEGATIONS

         All management personnel will ensure that neither they nor their
subordinates delegate substantial discretionary authority to individuals who are
known to have, or should be known to have, a propensity to engage in illegal or
unethical activities.

         All management personnel are responsible on an ongoing basis for
taking appropriate steps to monitor compliance by their subordinates with the
standards and procedures of the Code of Conduct.

         Meadowbrook will comply with the hiring regulations of the Violent
Crime Control Act of 1994.

G.       ASSOCIATE EDUCATION

         Communication and on-going education activities will keep all
associates updated and will reemphasize compliance standards, ethics, rules, and
procedures along with other business behaviors needed to comply with this Code
and with applicable laws and regulations. All educational and training
activities will be documented. These documents, and all compliance-related
records (including audit results), will be maintained in separate files by the
Company.

                                     WAIVERS

         THERE SHALL BE NO WAIVER OF ANY PART OF THE CODE, EXCEPT BY THE
APPROPRIATE MEMBERS OF MANAGEMENT, OR IN THE CASE OF AN EXECUTIVE OFFICER, BY
THE BOARD OF DIRECTORS OR A DESIGNATED COMMITTEE OF THE BOARD, WHICH WILL
ASCERTAIN WHETHER A WAIVER IS APPROPRIATE AND ENSURE THAT THE WAVIER IS
ACCOMPANIED BY APPROPRIATE CONTROLS DESIGNED TO PROTECT MEADOWBROOK.





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<PAGE>
                           MEADOWBROOK INSURANCE GROUP

                                 CODE OF CONDUCT



                           RECEIPT AND ACKNOWLEDGMENT

I have received and read Meadowbrook Insurance Group's Code of Conduct. I
understand it, I agree to comply with it and I understand that failure to do so
will lead to disciplinary action, up to and including termination of employment
and appropriate legal sanctions.


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                                   Print Name




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