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                                                                      EXHIBIT 14


                           DIRECT GENERAL CORPORATION

                  Policy on Business Conduct - Code of Ethics
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1.     PURPOSE.    The  purpose of this  memorandum  is to document  the Policy
       on Business Conduct at Direct General Corporation and to comply with
       certain regulatory requirements to establish and maintain a code of
       ethics.

2.     EFFECTIVE DATE.     Immediately.

3.     APPLICABILITY.      This memorandum applies to the following:

       a. Direct General Corporation and its subsidiaries

       b. 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, or employee of a Company.

       d. RELATED PARTY:

          - any member of an individual's immediate family (including spouse,
            children, and children's spouses);
          - any other person with whom such an individual shares a household;
          - any person for whose support such an individual is responsible; and
          - any business entity (other than a Company in the Group) of which
            such an individual is an officer, director, partner, or significant
            owner.

       e. SENIOR FINANCIAL OFFICERS: The Company's chief executive officer,
          chief financial officer and controller, or persons performing similar
          functions.

       f. CODE OF ETHICS: 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 professional
            relationships;
          - full, fair, accurate, timely, and understandable disclosure in the
            periodic reports and documents that the Company files with, or
            submits to, the Securities and Exchange Commission and 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 Policy on
            Business Conduct; and
          - accountability for adherence to the 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 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 (see Reference (a)).
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       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 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.

6.     CONFLICTS OF INTEREST.

       a. EXPLANATION. Directors, officers, managers, and employees (together
          referred to as "Fiduciaries") stand in a fiduciary relationship to 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 Policy on Business Conduct 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 professional
          relationships.

          A conflict of interest may exist at any time when personal or other
          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 of
          transactions and situations which 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 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 or a Related Party of a Fiduciary, 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 of which a Fiduciary may
                wish to take advantage personally. Among other things, this
                may include conducting a personal business or activity or
                engaging in part-time employment that competes with the Direct
                General Group.

          (v)   DIRECT INSURANCE POLICIES: Agents writing their own insurance
                policy or accepting  payments for themselves or a Related Party
                (see Reference (b)).

                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 become an actual problem.

       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 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.

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          Upon discovery of a possible conflict of interest, 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
          exist then the transaction or situation should be submitted for review
          by a committee of senior officers of Direct General Corporation
          designated by the Executive Vice President and Chief Operating
          Officer. Thereafter any recommended resolution of the potential
          conflict must be approved 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 exist between members of the Direct General Group and
          Fiduciaries or their Related Parties. It is not the intent of this
          Statement of 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 and understood by the
          General Counsel, and that any transaction which is out of the ordinary
          course of that business relationship, or that involves terms or
          conditions that the Company does not regularly offer or receive in
          comparable business transactions with unaffiliated parties, will be
          submitted for review in accordance with this statement.

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
          the securities laws, but also any proprietary information of the
          Company, any employee, or other company that is not generally known by
          the public (see Reference (c)).

       b. EXAMPLES OF CONFIDENTIAL INFORMATION. Information that is considered
          confidential includes, but is not limited to, the following: 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 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; or

       d. influencing legislation or regulations.

       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 (see Reference (c)).

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 the use of corporate resources in
       connection with political activity, any use of Company resources for such
       activities must have prior approval as to legality by the General Counsel
       of Direct General Corporation.


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 illegal agreement to allocate markets. Further, a discussion

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       between competitor's 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.)

12.    CODE OF ETHICS. Fiduciaries, including Senior Financial Officers, must
       abide by this Policy on Business Conduct, which represents the Company's
       Code of Ethics as required by certain regulatory authorities.

13.    DIRECT INSURANCE POLICIES. Agents cannot write an insurance policy or
       accept payments for themselves or a member of their immediate family. If
       an agent wants to purchase a Direct insurance policy, another agent must
       write the policy. Likewise, when making payments to that policy, another
       agent/CSA must receive the money and issue the receipt (see Reference
       (b)).

14.    PENALTIES. Violations of the Company's business conduct policies 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.

15.    WAIVER OF POLICY. If employee believes that a waiver of this Policy on
       Business Conduct 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. An officer or director must submit the request for a waiver
       to the Chairman of the Board of Directors. Any material waiver of this
       Policy on Business Conduct for executive officers and directors 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 five days of the Board granting the waiver.

16.    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. 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.

17.    SUGGESTED COMPLIANCE GUIDELINES. All officers, directors, managers and
       employees must work together to ensure prompt and consistent action
       against violations of the Company's 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 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.
       - 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 supervisor with your question,
         discuss it locally with your office manager. If that also is not
         appropriate, call (877) 893-3837, the Company's toll-free Corporate
         Governance Hotline, which will allow you to anonymously report a
         complaint.

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       - 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.

18.    APPROVAL. This Policy on Business Conduct was adopted or readopted by the
       Board of Directors  February 25, 2004.