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Exhibit 14
 Direct General Corporation
 Code of Ethics and Policy on Business Conduct
 1. Purpose .
 2. Effective Date .
 3. Applicability .
 a.
    
    Direct General Corporation and its subsidiariesb.
    
    Officers, directors, employees, and certain non-employee regional and
district sales managers of the above companies.
 4. Definitions of Terms .
 a.
    
    Direct General Group: Direct General Corporation and all of its
operating companies, also sometimes referred to as the Group.b.
    
    Company: Any company in the Direct General Group.c.
    
    Fiduciary: A director, officer, manager, or employee of a Company.d.
    
    Related Party: With respect to any individual, a related party is:
 
    
    any member of the individuals immediate family (including spouse, children, and childrens spouses);
    
    any other person with whom the individual shares a household;
    
    any person for whose support the individual is responsible; and
    
    any business entity (other than a Company in the Group) of which
the individual is an officer, director, partner, or significant owner.
 e.
    
    Code of Ethics (the Code): Written standards, as set forth in
this memorandum, that are reasonably designed to deter wrongdoing and to promote:
 
    
    good business practices, including, without limitation, honest and
ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and business or professional
relationships;
    
    full, fair, accurate, timely, and understandable disclosure (i) in
the periodic reports and disclosure documents that the Company files with,
or submits to, the Securities and Exchange Commission; and (ii) in other
public communications made by the Company;
    
    compliance with applicable governmental laws, rules and regulations;
    
    the prompt internal reporting of violations of the Code to the
appropriate person or persons identified in this memorandum; and
    
    accountability for adherence to the Code.
 f.
    
    Policy on Business Conduct (the Policy): The Companys
standards of behavior expected of its
directors, officers, managers, and employees as described in this memorandum.
These behavior standards are an integral part of the Companys Code.
 5.
    
    Accurate Business Records.The integrity and completeness of
record-keeping is not only the Companys policy, it is also mandated by law. The Company is required to keep books, records,
and accounts that accurately and fairly reflect all transactions and to maintain an effective
Company-wide system of internal




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controls. The improper alteration, destruction, concealment or falsification of
records or documents are not only prohibited by Company policy, but also may result
in criminal penalties.Proper recording of all transactions is essential to the Companys control of its
affairs and the accuracy of its financial reporting. To maintain the integrity of
the accounting records, all entries in the Companys books and records must be
prepared carefully and honestly and must be supported by adequate documentation to
provide a complete, accurate, and auditable record. All employees have a
responsibility to assure that their work is complete and accurate. No false or
misleading entry may be made for any reason, and no employee may assist any other
person in making a false or misleading entry.Employees must provide accurate and complete information to the Companys officers,
managers, legal counsel, internal auditors, independent auditors, and any other
person authorized to receive the information.Secret transactions invite misconduct, while full disclosure of material
transactions reinforces responsibility and deters wrongdoing or even the appearance
of wrongdoing. Therefore, undisclosed or unrecorded transactions are not allowed
for any purpose. Any employee having information or knowledge of any undisclosed or
unrecorded transaction or the falsification of records should report it promptly to
the Companys General Counsel or Chairman of the Audit Committee of the Board of
Directors. The Companys Corporate Governance Hotline (877-893-3837) may be used
for this purpose.These internal standards also promote full, fair, accurate, timely and
understandable public disclosure in the periodic reports filed by the Company with
the Securities and Exchange Commission.
 6. Conflicts of Interest .
 a.
    
    Explanation.Directors, officers, managers, and employees
(together referred to as Fiduciaries) stand in
a fiduciary relationship with the Company that they serve and are expected to
exercise their authority in good faith to serve the best interests of the Direct General Group.The standards adopted by this Code and Policy are intended to promote honest and
ethical conduct by the Companys Fiduciaries, including the ethical handling of
actual or apparent conflicts of interest between the Company and personal or
business or professional relationships.A conflict of interest may exist at any time when personal or other private
business interests might influence an individuals judgment in matters involving
the Direct General Group.
 b.
    
    Examples of Conflict of Interest.Set forth below are examples
(not a definitive list) of the more
common transactions and situations that could involve a conflict of interest:
 (i)
    
    Dealings with a Company:Business dealings, such as sales
of goods or services, sales or leases of real estate or personal property,
and loans, between a Company and a Fiduciary or a Related Party of a
Fiduciary.(ii)
    
    Third Party Transactions:Transactions between a
Fiduciary/Related Party and a third party, when that third party also deals
with a Company or seeks to do so. (This does not include routine business
relationships conducted on an arms-length basis.)(iii)
    
    Activities that Depend on Company Action:Business
activities of a Fiduciary/Related Party, the success of which may depend
directly or indirectly on a Company taking a certain action.(iv)
    
    Corporate Opportunities:Taking a business opportunity to
which a Company may be entitled, but that a Fiduciary/Related Party may
wish to take advantage of personally. Among other things, this may include
a Fiduciary/Related Party conducting a personal business or activity or
engaging in part-time employment that competes with the Direct General
Group.




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(v)
    
    Direct Insurance Policies:Agents writing their own
insurance policy or accepting payments for themselves or a Related Party.These situations do not necessarily constitute conflicts of interest, but
they do create the potential for a conflict. Full disclosure to the Company
provides a means for assuring that a possible conflict of interest does not
give the appearance of a conflict or become an actual conflict.
 c.
    
    Compliance Procedures Related to Conflicts of
Interest. It is
critically important that an independent
review be made of any transaction or situation, whether proposed, ongoing, or
already completed,
involving a Company and another enterprise in which a Fiduciary or a Related
Party of a Fiduciary has a
direct or indirect interest, or has a reasonable expectation of obtaining such
an interest; or where a course
of action that is being considered by a Company may affect, either directly or
indirectly, the personal or
other business interests of a Fiduciary or a Related Party of a Fiduciary.Upon discovery of a possible conflict of interest, or upon the request of the
General Counsel by annual questionnaire or otherwise, a written description of
the transaction or situation, with a complete disclosure of all relevant facts,
must promptly be submitted to the General Counsel of Direct General Corporation
for consideration (see Enclosure (1)). If the General Counsel determines that a
conflict may exists, then the transaction or situation should be submitted for
review by an ad hoc committee of one or more senior officers of Direct General
Corporation designated by the President. Thereafter, depending on the magnitude
and seriousness of the conflict, or upon the request of the General Counsel or
the President, any recommended resolution of the potential conflict must be
approved by the Chairman of the Audit Committee, or upon the recommendation of
said Chairman, by the board of directors of Direct General Corporation.
 d.
    
    Practical Considerations.It is recognized that, in the ordinary
course of business, a number of continuing
regular business relationships may exist between members of the Direct General
Group and Fiduciaries
or their Related Parties. It is not the intent of this Code and Policy that
every routine business transaction
arising out of such an established and continuing relationship be passed upon by
the General Counsel.
However, it is expected that the existence of any such relationship shall be
disclosed to the General
Counsel, and that any transaction which is out of the ordinary course of that
routine business relationship,
or that involves terms or conditions that the Company does not regularly offer
or receive in similar
business transactions with unaffiliated parties, will be submitted for review in
accordance with this Code
and Policy.e.
    
    Annual Questionnaire. Attached to this memorandum is the Annual
Questionnaire that is related to
compliance procedures regarding this Code and Policy (See Enclosure (1)).
Generally, during the first
quarter of each year, the General Counsel, upon consultation with the President,
Chief Financial Officer,
and such others that the General Counsel may deem appropriate, prepares a list
of all, or a selected
portion, of the names of the Companys Fiduciaries and distributes the Annual
Questionnaire (which may
include electronic distribution) to the persons named on such list. At the
discretion of the General
Counsel, President, and Chief Financial Officer, a standard list of names or
positions may be developed
or the list may vary from year to year. Responses to the Annual Questionnaire
are reviewed by the
General Counsel or his designee and processed in accordance with Paragraph 6(c)
of this memorandum.
 7. Confidential Information .
 a.
    
    Explanation.It is unlawful and against Company policy for any
person who, because of his or her relationship to the Company, possesses
confidential information about the Company or its employees or about any other
company outside the Direct General Group, to use the information to his or her
own advantage or to pass the information on, directly or indirectly, to others
who may improperly use such information. For the purposes of this memorandum,
confidential information includes not only material non-public information
under federal and state securities laws, but also any proprietary information
of the Company, any employee, or other company that is not generally known by
the public.




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b.
    
    Examples of Confidential Information.Information that is
considered confidential includes, but is not limited to, the following:
unreported performance data; estimated earnings and other financial data; plans
for a significant expansion or reduction of operations; plans or considerations
for developing or offering new products or services; a significant increase or
decline in business; negotiation or agreement on buying or selling a company or
the assets of a business; salary, health status, or other personal information
about any employee or customer of the Company; and the status of litigation or
regulatory inquiries.
 8.
    
    Improper Payments.Federal laws prohibit the bribery of any government
official, and other laws prohibit
any commercial bribery of any other nature. It is the Companys policy that neither
the Direct General
Group, any Company, director, employee, shareholder, nor any other person acting on
behalf, or in the
interest, of the Direct General Group or a Company shall directly or indirectly
offer or solicit any kind of
payment, gift, gratuity, discount, rebate, or contribution for the purpose of:
 a.
    
    influencing customers, suppliers or governmental officials or employees;b.
    
    obtaining, giving or keeping business;c.
    
    persuading any officials or employees of another company to fail to
perform, or to improperly perform,
their duties; ord.
    
    influencing legislation or regulations, except through the efforts of
(i) registered lobbyists acting lawfully
on behalf of the Company; or (ii)an industry association of which the Company is
a member.All payments made to agents, distributors, and vendors shall always be strictly in
consideration for services rendered or products delivered, and the amounts paid
should be reasonable given the nature of those services or products.
 9.
    
    Political Activity. Direct General Corporation encourages all employees to
vote and actively support the
political parties, candidates, and issues of their choice.Because federal and state laws restrict, and sometimes outright prohibit, the use
of corporate resources in connection with political activity, any use of Company
resources to support such activities (including the support of the Companys
Fiduciaries acting in their capacity as such) must have prior approval by the
General Counsel of Direct General Corporation or the opinion of an outside counsel
that such use of resources is lawful.
 10.
    
    Anti-Competitive or Unfair Trade Practices.A casual conversation by a
Fiduciary or other representative
of a Company with representatives of a competitor regarding future prices or
premium rates might be
interpreted as an understanding to fix prices. Exchanging information on costs or
prices could lead to a
similar charge. Similarly, a comparison of future products and marketing plans
between competitors could
lead to a charge of an illegal agreement to allocate markets. Further, a discussion
between competitors
representatives about a common supplier, followed by a collective decision not to
buy from that supplier, may
create an illegal boycott.No matter how formal or informal, whether oral or written, regardless of intent,
circumstances, or consequences, such unnecessary contacts with competitors should
be avoided. This policy does not prohibit establishing joint ventures or other
contractual relationships with competitors, provided such relationships are
properly disclosed, authorized by the Companys senior management, and reviewed in
advance by the Companys legal counsel.11.
    
    Compliance with Laws, Rules and Regulations.Fiduciaries, must comply fully with all applicable federal,
state and local laws, rules and regulations that govern the Companys business conduct, (including, without
limitation, insurance and securities laws.)




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12.
    
    Direct Insurance Policies. Employee-Agents cannot write an
insurance policy or accept payments for themselves or a Related Party to that
agent. If an agent or Related Party wants to purchase a Direct insurance policy,
another agent must write the policy. Likewise, when making payments regarding that
policy, another agent/CSA must receive the money and issue the receipt.
 13.
    
    Penalties.Violations of the Companys Policy can result in serious
consequences. Such violations can be the basis for disciplinary action by the
Company, up to and including termination of employment, depending on the
seriousness of the violation.In addition, violation of Company Policy may also involve violation of laws or
regulations, which can result in private and governmental lawsuits, civil fines, and
even criminal penalties.
 14. Waiver of Policy .
 a.
    
    Employee Request. If an employee believes that a waiver of this
Code and Policy is necessary or
appropriate, including, but not limited to any potential or actual conflict of
interest, or any waiver of the
Companys policies or procedures, a request for a waiver and the reasons for the
request must be
submitted in writing to the General Counsel of the Company.b.
    
    Officer Request. An officer seeking a waiver must submit a
written request that includes the reasons for
the request to the Chairman of the Audit Committee of the Board of Directors.c.
    
    Director or Certain Senior Officer Request. Any material waiver
from this Code and Policy for any
director, the principal executive officer, principal financial officer,
principal accounting officer or
controller, or persons performing similar functions may only be made by the
Board of Directors and may
be disclosed, or upon advice of counsel, will be disclosed to the public in an
interim report on Form 8-K
within four days of the Board granting the waiver, or within such other time
period as may be required by
law.
 15.
    
    Reporting any Illegal or Unethical Behavior.Employees are encouraged to
talk to supervisors, managers or other appropriate Company personnel about observed
illegal or unethical behavior and when they have a good faith doubt about the best
course of action in a particular situation. The Companys Corporate Governance
Hotline (877-893-3837) may also be used to anonymously report illegal or unethical
behavior. It is the policy of the Company not to allow retaliation for reports of
possible misconduct by others made in good faith by employees. Employees are
expected to cooperate in internal investigations of misconduct and to maintain
strict confidentiality about such investigations.
 16.
    
    Suggested Compliance Guidelines.All officers, directors, managers and
employees must work together to ensure prompt and consistent action against
violations of the Companys Code and Policy on Business Conduct as set forth in
this memorandum. However, in some situations it is difficult to know right from
wrong. Since we cannot anticipate every situation that will arise, it is important
that we have a systematic way to approach a new question or problem. These are the
steps to keep in mind:
 
    
    Make sure you have all the facts. In order to reach the right solutions,
the Companys General Counsel and other officers must be as fully and
factually informed as possible.
    
    Ask yourself: What specifically am I being asked to do? Based on your
business knowledge and experience, does it seem unethical or improper? This
will enable you to focus on the specific question you are faced with, and the
alternatives you have. Use your judgment and common sense; if something seems
unethical or improper, it possibly is and should be investigated.
    
    Clarify your responsibility and role. In most situations, there is
shared responsibility and knowledge. Are your colleagues informed? It may help
to get others involved and discuss the perceived problem.
    
    Discuss the problem with your supervisor. This is the basic guidance for
all situations. In many cases, your supervisor will be more knowledgeable
about the questions, and will appreciate being asked to help resolve the
perceived problem. Remember that it is your supervisors responsibility to
help you solve problems.




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
    
    Seek help from Company resources. In the rare case where it may not be
appropriate to discuss an issue with your supervisor, or where you do not feel
comfortable approaching your local supervisor or manager with your question,
discuss it with your District Manager (sales), Regional Manager (claims), or
Department Head (headquarters). If that also is not appropriate, call (877)
893-3837, the Companys tollfree Corporate Governance Hotline, which will allow
you to anonymously report a complaint.
    
    You may report possible ethical violations in confidence and without
fear of retaliation. If your situation requires that your identity be kept
secret, your anonymity will be protected. The Company does not permit
retaliation of any kind against employees for good faith reports of possible
or perceived ethical violations.
    
    Always ask first, act later. If you are unsure of what to do in any situation, seek guidance
before you act.
 17.
    
    Approval.This Code of Ethics and Policy on Business Conduct was adopted
or readopted by the Board of Directors on February 7, 2007.




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Enclosure 1
 DIRECT GENERAL CORPORATION
CODE OF ETHICS AND POLICY ON BUSINESS CONDUCT
ANNUAL QUESTIONNAIRE
   1.
    
    Financial Interests.If you or a Related Party (as defined in SPM 160.00) is in a
business or is affiliated with a business providing
services to the Company, there is a potential conflict of interest that may be clarified by
making the relationship known. This will
help assure objectivity in decisions you make in your job for Direct, but it does not
necessarily mean the services need to stop.
(See Paragraph 6(b) of SPM 160.00.)At any time during the past 12 months, did you or a Related Party serve as a director,
officer, owner, partner, employee, an
agent, or consultant for, or did you or a Related Party otherwise have any direct or
indirect financial interest in any firm that
provides products or services to Direct?                        
                                                     
                         Yes       No2.
    
    Gifts.Gifts received from or given to vendors can affect or appear to affect the
objectivity of judgment regarding that vendor. Gifts
can bring with them an expectation to return a favor. If you have a doubt about an item
received or given, further evaluation can
help resolve a potential conflict of interest that a gift might represent. (See Paragraph 8
of SPM 160.00.)At any time during the past 12 months, have you or has any Related Party received from or given
to a vendor of Direct any gift
(other than promotional items or an occasional meal) or unusual hospitality?                              Yes       No3.
    
    Personal activities.Providing other employers with the same services you provide
to the Company could be in conflict with
Company interests, if the work subtracts from effort expected in your Company job or if it
competes with Company interests.
However, holding another job outside the Company is not necessarily a conflict by itself. If
there is any doubt, please list any job
outside your employment with Direct for further evaluation and resolution of such doubt.
(See Paragraph 6(b) of SPM 160.00.)Are there any other personal activities of yours (e.g., holding another job outside the Company)
that you think might be a conflict of
interest with respect to your work at Direct?                                                                           Yes       No
   Signature
    
    Name of Direct General CompanyNamePlease print or type
    
    Complete Business AddressPlease print or typeDate:City, State and Zip Code