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**Exhibit99.3**

 

**CODE OF CONDUCTPOLICY**

 

 

**1.****                           ****PURPOSE**

 

                                      The Code of Conduct has been written toassure compliance with various laws and regulations throughout the worldgoverning the conduct of ESG Re Ltd, its subsidiaries and its employees andcontractors.

 

 

**2.****                           ****SCOPE**

 

                                      This policy covers ESG Re Ltd, and allsubsidiaries.  In addition it covers alldirectors, officers and employees of covered companies.

 

 

**3.****                           ****EFFECTIVE DATE**

 

**                                     **This Policy shall be effective from 1stJanuary, 2000.

 

 

**4.****                           ****ADMINISTRATION**

 

**4.1****                 **This policy will be administered by Margaret L.Webster, General Counsel.

 

**4.2**                     Any employee shall immediately disclosethe nature of any material circumstances, act or affiliation which is or mayappear to be a conflict of interest with their duties and responsibilities tothe company.  Conflicts of interest orany unethical or improper behavior should be reported to the Administrator ofthis policy, to the CEO of ESG Re Ltd or to any member of the ESG Re Ltd Boardof Directors.

 

**4.3**                     Each employee has theresponsibility to read this policy statement carefully and seek clarificationof any portion of it he/she doesn’t understand.  The administrator of the policy should be consulted forassistance.  Each year, certainemployees will be asked to confirm in writing that they read and understand thepolicy and indicate whether or not they are in compliance with it.  Employees who violate this policy statementwill be subject to appropriate disciplinary action including, but not limitedto, termination of employment.

 

**4.4**                     No provision in this policy should beinterpreted or relied upon as creating any rights more broad than thoserecognized by applicable law.

 

 

**5.****                           ****DEFINITIONS**

 

*                                     *“Company” shall mean ESG Re Ltd and allsubsidiaries.

 

*                                     *“Conflict of Interest” shall mean any act or circumstance that could or could appear to castdoubt on an employee’s ability to act with total objectivity with regard to thecompany interest.

 

 

**6.****                           ****POLICY**

 

**6.1****                    ****Conflictsof Interest**

 

             (a)**                                           **All employees shall avoid both conflictsof interest and even the appearance of such conflicts.

 

 

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The following areexamples of potential conflicts of interest:

 

If an employee or any member of his/her immediatefamily is affiliated with, plans to be affiliated with or has a significantfinancial interest in any of the following the employee must disclose theaffiliation to the Administrator of this policy.

•                    Business enterprises that compete withthe company

•                    Business enterprises that are customersof the company

•                    Suppliers of goods or services to thecompany

 

Senior Management shall determine whether suchaffiliations represent a conflict of interest and what corrective action shouldbe taken, if any.

 

(b)                                Neither an employee nor any member ofhis/her immediate families shall receive directly or indirectly any significantor inappropriate benefits, entertainment, gifts including complimentary trips,loans or other types of compensation from customers and suppliers of goods orservices conducting business with the company.

 

(c)                                 Neither an employee or any member ofhis/her families shall excessively or inappropriately entertain customers,prospective customers, suppliers of goods or services, or others conductingbusiness with the company.

 

**6.2****                              ****Outside Activities**

 

## (a)                                  Employees areencouraged to actively participate in civic, cultural, and community affairs ona volunteer basis.  The essence ofvolunteering is, of course that volunteer service is provided on an employee’sown time so that the employee’s job, for which he/she is being compensated bythe Company is done thoroughly and properly.

 

(b)                                 Occasionally, an employee may be asked toserve on a Board or another business organization.  An employee must obtain prior approval of Board memberships fromthe Administrator of this policy at the time of appointment to a Board.  Any compensation for such service performedon Company time shall be the property of the Company.

 

(c)                                  Employment by other businessorganizations outside of regular hours of employment at the Company isdiscouraged, as it intends to impair the employee’s ability to satisfactorilyfulfill his/her job.  Such employment isforbidden with a supplier or customer of the Company.  Outside employment should be disclosed to the Employee’s Managerat the time the employee accepts such employment.

 

(d)                                 Political activity, though encouraged,should be in the name of the employee and not in the name of the Company.

 

(e)                                  Any employee who intends to accept apublic office position must obtain prior approval of his/her manager before anyappointment or position is accepted.

 

(f)                                    Any outside activity which may present apossible conflict of interest should be discussed with the employee’s managerprior to engaging in that outside activity.

 

**6.3****                              ****Misuse of CorporateAssets**

 

(a)                                 The assets (including computer equipment,software & telephones) of the Company should be used prudently and forbusiness purposes of the Company.  Theyshould not be used for the personal benefit of the individual employee.

 

(b)                                Political contribution of the corporateassets may be made only with the approval of the CEO of ESG Re Ltd.

 

 

 

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**6.4****                              ****Proprietary Informationand Privacy**

 

(a)                                  The confidential nature of informationconcerning Company transactions, its present and prospective clients and theircustomers, its suppliers and its employees must be safeguarded.  Caution and extreme discretion should beexercised in the use of such information and in sharing only with those whomhave a legitimate need and right to know.

 

(b)                                 Proprietary information available to anemployee should be used only for the purpose intended by the Company.  It should never be used for personal benefitof any employee.

 

(c)                                 An employee should comply with securitiesregulations.  The Company has a policyagainst trading in securities while in possession of inside information.  The prohibition applies to securities aboutwhich material, non public information is known, and applies to securitiestrades made either personally or on behalf of others.  The policy and enforcement procedures are detailed in theSecurities Trading Policy.

 

**6.5****                              ****Improper Transactions,payments and accounting**

 

(a)                                 An employee and any member of his/herimmediate family should not accept directly or indirectly any compensation fromthe Company in excess of the amount previously disclosed and officiallyauthorized by the company.

 

(b)                                All transactions should be accuratelyrecorded and properly classified in the accounting records of the Company.  No secret or unrecorded fund of corporatemonies or other assets should be established or maintained.  No false entries shall be made to thecorporate records.

 

(c)                                 Unlawful payments shall not be made.  Bribes and kickbacks shall be neither givennor received.

 

## **6.6****                              ****Co-operation with Auditors**

 

 (a)                               Co-operation is expected with the auditors from thepublic accounting firms who audit the Company, consultants who perform otherprofessional services and internal auditors. Care should be taken to be sure no false or misleading information isgiven to these professionals.

 

**6.7****                              ****Foreign CorruptPractices Act and Money Laundering**

 

                                               (a)**                                 **All employee’s must comply with theForeign Corrupt Practices Act, which makes it unlawful for any U.S. Citizen,firm, agent or representative to authorize, offer or promise to pay or transfermoney or anything of value to a non US official, political party, candidate forpolitical office, or official of a public international organization is aneffort to influence a decision for the purpose of obtaining or retainingbusiness, or securing an improper advantage (e.g. favorable regulatory action).

 

(b)                                In addition all employees must complywith all applicable U.S.  Federal lawsrelating to money laundering which make it unlawful for any U.S. citizen, firm,agent or representative to participate in the process of diverting fundsobtained through illegal or criminal activities into assets, in such a way asto conceal the true nature, origin, or ownership of the funds.

 

**6.8****                              ****Equal Opportunities**

 

                                               The Company is an equal opportunitiesemployer and will comply with all local applicable legislation.

 

 

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