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Exhibit 14
 DARWIN PROFESSIONAL UNDERWRITERS, INC.
DARWIN GROUP, INC.
DARWIN NATIONAL ASSURANCE COMPANY
DARWIN SELECT INSURANCE COMPANY
 CODE OF BUSINESS CONDUCT AND ETHICS
       OUR PRINCIPLES




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
    
    All of our priorities and initiatives flow from our desire to consistently produce superior underwriting profits,
    
    Customer respect and support are essential to our enterprise,
    
    Technical excellence and extraordinary service are hallmarks of our culture,
    
    Open exchange of ideas and collaborative decision-making enhances our likelihood of success and our culture,
    
    Every member of the team contributes to our success and reflects the substance of who we say we are,
    
    Getting things done and developing our talent base are values as much as they are responsibilities, and
    
    Employee reward structures are designed to reinforce behaviors that support sustainable
underwriting profits and operational excellence.
  COMPLIANCE WITH LAWS, RULES AND REGULATIONS
  CONFLICTS OF INTEREST
   
    
    Avoid any personal financial interest in any business transaction of the Company or its
agents or representatives unless such interest is first approved by the Board of Directors.
    
    Avoid the acquisition or maintenance of any influential interest in or position with any
other business enterprise whose activities may result in a conflict of interest with that
of the Company or be in competition with the Company.
    
    Avoid divulging to unauthorized persons any information concerning the Companys
business that may be detrimental to the Company, or using that information for personal
gain or profit.
    
    Avoid knowingly buying or selling for your own account, or the account of any member of
your immediate family, any security or other interest in property, real or personal, in
which the Company may have decided to buy or sell, until the Companys transaction has been
completely executed or its interests therein has terminated.




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
    
    Avoid placing yourself under actual or apparent obligation to anyone by accepting, or
permitting your immediate family to accept, gifts or favors of any kind whenever it may
appear that such gifts or favors are being given for the purpose of influencing you or the
performance of your duties to the Company. (Note: This prohibition is not intended to
restrict normal, socially acceptable entertainment within reasonable limitations, nor the
normal and usual practice of the exchange of gifts of reasonable value between persons or
families having a relationship independent of their respective connections with the
Company).
    
    Avoid to the extent possible placing yourself or your immediate family in any situation
that may reasonably be construed as an opportunity to gain personal profit or advantage
contrary to the best interests of the Company.
   CORPORATE OPPORTUNITIES
  FRAUD
     INFORMATION TECHNOLOGY
  
    
    Information used to access our networks, including IDs and passwords, pass codes and
building-access card keys.
    
    Computer systems, including corporate data, electronic communications and application
software.




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COMPETITION, FAIR DEALING AND GIFTS
     ANTITRUST COMPLIANCE
   Trade Association Activity
   
    
    All business decisions should be made by the Company independently and not as part of
any collective decision-making involving our competitors.




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
    
    Agree with any competitor on the types of business we will conduct, the terms pursuant
to which we will do business, the prices we will charge, the customers we will serve or the
products or terms of coverage we will offer.
    
    Agree with any competitor on general procedures for claims settlement or on the prices
that will be paid for any claims service provided to our company or to our customers.
    
    Agree with anyone outside our company to avoid dealing with any individual or group of
potential customers, suppliers, producers, brokers or agents.
    
    Attend trade association or industry group meetings unless an agenda has been proposed
and you are comfortable that none of the agenda items raises any antitrust concern.
 HUMAN RESOURCES
  DISCRIMINATION AND HARASSMENT
  HEALTH AND SAFETY
   COMPANY PROPERTY




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INSIDER TRADING
   RECORDKEEPING
     UNDUE INFLUENCE ON AUDITORS
  CONFIDENTIALITY




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WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
  REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
    COMPLIANCE PROCEDURES
  
 
 
 
 
 DISCLAIMER




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Appendix B   Complaint Procedures for Accounting and Auditing Matters




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DARWIN PROFESSIONAL UNDERWRITERS, INC.  FINANCIAL PERSONNEL CODE OF ETHICS
  All Financial Officers shall:




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COMPLAINT PROCEDURES FOR ACCOUNTING AND AUDITING MATTERS
   Receipt of Employee Complaints
   
  Scope of Matters Covered by These Procedures
  
    
    fraud or deliberate error in the preparation, evaluation, review or audit of any
financial statement of the Company;
    
    fraud or deliberate error in the recording and maintaining of financial records of the Company;
    
    deficiencies in or noncompliance with the Companys internal accounting controls;
    
    misrepresentation or false statement to or by a senior officer or accountant regarding a
matter contained in the financial records, financial reports or audit reports of the
Company; or
    
    deviation from full and fair reporting of the Companys financial condition.
 Treatment of Complaints




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Reporting and Retention of Complaints and Investigations