##### 



MEADOWBROOK INSURANCE GROUP
 COMPLIANCE PROGRAM




---



##### 



MEADOWBROOK INSURANCE GROUP
COMPLIANCE PROGRAM
 CODE OF CONDUCT




---



##### 



TABLE OF CONTENTS
 INTRODUCTION AND STANDARDS
    
    
    1CONFLICT OF INTEREST
    
    
    2NON-DISCRIMINATION / EQUAL EMPLOYMENT
    
    
    2NON-HARASSMENT
    
    
    3CLAIMS HANDLING
    
    
    3REGULATORY REQUIREMENTS
    
    
    3FRAUD, MISAPPROPRIATION, THEFT, EMBEZZLEMENT AND BRIBERY
    
    
    3INSIDER TRADING
    
    
    5INVESTOR / MEDIA RELATIONS
    
    
    5CONFIDENTIAL / PROPRIETARY INFORMATION
    
    
    6TRANSACTIONS WITH GOVERNMENT
    
    
    7FOREIGN MARKETING PRACTICES
    
    
    7RETENTION AND ACCURACY OF RECORDS
    
    
    7MISUSE OR MISAPPROPRIATION OF CORPORATE PROPERTY, SERVICES AND BENEFIT PROGRAMS
    
    
    8ELECTRONIC EQUIPMENT, SOFTWARE, DATA ACCESS, SECURITY AND USAGE
    
    
    9PREVENTION OF VIOLENCE IN THE WORKPLACE
    
    
    9DRUG AND ALCOHOL-FREE WORKPLACE
    
    
    10ANTI-MONEY LAUNDERING PROGRAM
    
    
    10ENVIRONMENT, HEALTH AND SAFETY
    
    
    10COMPLIANCE PROCEDURES
    
    
    11A. Monitoring and Auditing
    
    
    11B. Reporting Suspected Illegal or Unethical Activity
    
    
    11




---



##### 



C. Investigation
    
    
    11D. Discipline
    
    
    12E. Disclosure to Authorities
    
    
    12F. Delegations
    
    
    13G. Associate Education
    
    
    13APPENDIXA.B.C.RECEIPT AND ACKNOWLEDGMENT (TAB ___)




---



##### 



MEADOWBROOK INSURANCE GROUP
COMPLIANCE PROGRAM
 CODE OF CONDUCT
 
 INTRODUCTION AND STANDARDS




---



##### 



CONFLICT OF INTEREST
    
 NON-DISCRIMINATION / EQUAL EMPLOYMENT
  2




---



##### 



NON-HARASSMENT
  
 CLAIMS HANDLING
  
 REGULATORY REQUIREMENTS
    
 FRAUD, MISAPPROPRIATION, THEFT, EMBEZZLEMENT OR UNLAWFUL PAYMENTS
  3




---



##### 




    
    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.
   4




---



##### 



FINANCIAL AND PUBLIC REPORTING
  
 INSIDER TRADING
   
 INVESTOR / MEDIA RELATIONS
    5




---



##### 



CONFIDENTIAL / PROPRIETARY INFORMATION
      6




---



##### 



TRANSACTIONS WITH GOVERNMENT
    
 FOREIGN MARKETING PRACTICES
  
 RETENTION AND ACCURACY OF RECORDS
  A.
    
    all records and documentation required by either federal or state law or any
investigation or claim;
 7




---



##### 



B.
    
    all records necessary to protect the integrity of the organizations compliance
program and confirm its effectiveness, including:
 
    
    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.
   
 MISUSE OR MISAPPROPRIATION OF CORPORATE PROPERTY, SERVICES AND BENEFIT PROGRAMS
  8




---



##### 



ELECTRONIC EQUIPMENT, SOFTWARE, DATA ACCESS, SECURITY AND USAGE
    
 PREVENTION OF VIOLENCE IN THE WORKPLACE
   9




---



##### 



DRUG AND ALCOHOL-FREE WORKPLACE
   
 ENVIRONMENT, HEALTH AND SAFETY
  
 ANTI-MONEY LAUNDERING PROGRAM
   10




---



##### 



COMPLIANCE PROCEDURES
 
 A. Monitoring and Auditing
    
 B. Reporting Suspected Illegal or Unethical Activity
  
 C. Investigation
  a)
    
    Determine whether the report merits investigation.b)
    
    Conduct an investigation, if warranted.
 11




---



##### 



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.
  a)
    
    A written description of the conduct in question and the
investigative process;b)
    
    Copies of key documents and interview notes or summaries; andc)
    
    The results of the investigation.
  
 D. Discipline
    
 E. Disclosure to Authorities
  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




---



##### 



F. Delegations
    
 G. Associate Education
  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.
 13




---



##### 



MEADOWBROOK INSURANCE GROUP
CODE OF CONDUCT
 RECEIPT AND ACKNOWLEDGMENT