**Exhibit 14.1**
**Crum & Forster Holdings Corp.**
**Code Of Ethics For Senior Financial Officers**
     Crum & Forster Holdings Corp. (“Crum & Forster”) has adopted the following Code of Ethics tooutline principles to which Crum & Forster’s Chief Executive Officer, Chief Financial Officer, VicePresident, Finance or Controller, as applicable, or persons performing similar functions (Crum &Forster’s “Senior Financial Officers”) are expected to adhere in the conduct of Crum & Forster’sbusiness.
     This Code sets forth guiding principles regarding individual and peer responsibilities, aswell as responsibilities to other employees, the public and other stakeholders. Crum & Forster’sSenior Financial Officers are expected to abide by this Code as well as any other applicable Crum &Forster policies and guidelines. As with any statement of policy, the exercise of judgment isrequired in determining applicability of this Code to each individual situation.
     Crum & Forster’s Audit Committee (the “Committee”) will be responsible for monitoringcompliance with this Code. The Committee will assess the adequacy of the Code periodically andrecommend any changes to Crum & Forster’s board of directors (the “Board”).
**I. PURPOSE**
     Crum & Forster’s Senior Financial Officers hold an important and elevated role in Crum &Forster’s corporate governance. As members of Crum & Forster’s senior management team, Crum &Forster’s Senior Financial Officers are uniquely capable and empowered to ensure all stakeholders’interests are appropriately balanced, protected and preserved. This Code of Ethics providedprinciples that Crum & Forster’s Senior Financial Officers are expected to adhere to and advocate.It embodies rules regarding individual and peer responsibilities, as well as responsibilities toemployers, the public and other stakeholders. This Code is designed to deter wrongdoing and topromote:
     1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts ofinterest between personal and professional relationships;
     2. full, fair, accurate, timely and understandable disclosure in reports and documents, if any,that Crum & Forster files with, or submits to, government authorities or stock exchanges pursuantto U.S. Securities laws, if applicable, and in other public communications made by Crum & Forster;
     3. compliance with applicable governmental laws, rules and regulations;
     4. the prompt internal reporting to the Committee of violations of the Code; and
     5. accountability for adherence to the Code.
**II. HONEST AND ETHICAL CONDUCT; NO CONFLICTS OF INTEREST**
     Crum & Forster’s Senior Financial Officers will exhibit and promote the highest standards ofhonest and ethical conduct that:
 

 

•  encourage and reward professional integrity in all aspects of the financial organization,by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear ofreprisal, or alienation from the financial organization or the enterprise itself; •  provide a mechanism for members of the finance organization to inform senior management ordeviations from policies and procedures governing honest and ethical behavior; •  demonstrate their personal support for such policies and procedures through periodiccommunication reinforcing these ethical standards throughout the finance organization; and •  prohibit and eliminate the appearance or occurrence of conflicts between the best interestsof Crum & Forster and the possibility of material personal gain for a member of Crum & Forster’sorganization, including Crum & Forster’s Senior Financial Officers.
     Each of Crum & Forster’s Senior Financial Officers is expected to avoid any outside activity,financial interest or relationship that may present a possible conflict of interest or theappearance of such conflict. Each of Crum & Forster’s Senior Financial Officers is required topromptly disclose any such conflict of interest to the Committee. Any member of the Committee orthe Board who is the subject of a possible conflict of interest will recuse himself or herself fromany resulting investigation or deliberations.
**III. FINANCIAL RECORDS AND PERIODIC REPORTS**
     Crum & Forster’s Senior Financial Officers will establish and manage Crum & Forster’stransaction and reporting systems and procedures to ensure that full, fair, accurate, timely, andunderstandable disclosure in reports and documents, if any, that Crum & Forster files, furnishes,or submits to, the U.S. Securities and Exchange Commission.
•  Crum & Forster’s business transactions will be properly authorized and completely andaccurately recorded on Crum & Forster’s books and records in accordance with Generally AcceptedAccounting Principles and established company financial policy. •  The retention or proper disposal of Crum & Forster records is in accordance withestablished financial policies and applicable legal and regulatory requirements.
**IV. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS (INCLUDING INSIDER TRADING LAWS)**
     Crum & Forster actively promotes compliance with all applicable laws, rules and regulations,including insider trading laws, in each jurisdiction in which it does business. Insider trading isboth unethical and illegal, and will be dealt with severely (see Crum & Forster’s Corporate Policyand Procedure on Insider Trading for details of the responsibilities of Crum & Forster’s officers,directors and employees with respect to insider trading).
•  Crum & Forster’s Senior Financial Officers are expected to comply with the applicable lawsof the state in which they operate as well as other applicable U.S. statutes, laws and Crum &Forster’s policies.
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•  Crum & Forster’s Senior Financial Officers should avoid any situation that could beperceived as improper, unethical or indicate a casual attitude towards compliance with such laws. •  Crum & Forster’s Senior Financial Officers must monitor the compliance of Crum & Forster’sfinance organization with any applicable federal, state or local statute, regulation oradministrative rule. •  Crum & Forster’s Senior Financial Officers must identify, report and correct in a swift andcertain manner, any detected deviations from such laws and may seek advice from Crum & Forster’sLegal Department of the Committee, as appropriate.
**V. REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR**
     Crum & Forster actively promotes ethical behavior in all its business activities. SeniorFinancial Officers are encouraged to speak to the General Counsel or the Committee at any time ifthere is any doubt about the best course of action in a particular situation.
     Crum & Forster’s Senior Financial Officers are required to promptly report violations of law,rules, regulations or this Code to the General Counsel, if any, and the Committee. Violations mayalso be reported in confidence and every effort will be made to protect the confidentiality ofthose furnishing information. Crum & Forster will not tolerate retaliation, in any form, againstany person for complaints or reports made in good faith.
**VI. ACCOUNTABILITY FOR ADHERENCE TO THE CODE**
     Only the Committee may grant a waiver from this Code and the granting of any such a waiverwill be promptly disclosed to Crum & Forster’s stockholder(s). “Implicit waivers” are includedwithin the definition of “waivers” and are defined as the failure by Crum & Forster to take actionwithin a reasonable period of time regarding a material departure from a provision of the Code thathas been made known to a member of the Board.
     As may be required by applicable law, a copy of the Code will be filed as an exhibit to Crum &Forster’s annual report, if any, or posted on Crum & Forster’s website (in which case, Crum &Forster must also disclose in its annual report, if any, the Internet address of its website andthat it has posted the Code in this manner) or an undertaking will be provided by Crum & Forster inits annual report, if any, to provide a copy without change upon request. Any changes to the Codewill be promptly disclosed to Crum & Forster’s stockholder(s).
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