Code of Business Conduct

Majestic Capital, Ltd. (the "Company") is committed to conducting its business in accordance with all applicable laws, rules and regulations as well as the highest standards of business ethics. Further, the Company is committed to full and accurate financial disclosure in compliance with applicable law and company policies. Therefore, we have enacted this Code of Business Conduct and Ethics (the "Code"), applicable to all Company directors, officers and employees (each, a "Subject Person"), to provide guidance in recognizing and dealing with ethical issues, provide mechanisms for reporting unethical conduct, and help foster and maintain a culture of honesty and accountability throughout the Company. It is, therefore, essential that all Subject Persons adhere to the guidelines outlined in this Code. This Code shall be made publicly available.

Conflicts of Interest.

A "conflict of interest" occurs when an individual's private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. A conflict situation can arise when a Subject Person takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when a Subject Person, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. In particular, a Subject Person must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations from any person or entity.

The policy of the Company is to prohibit conflicts of interest unless a Subject Person first obtains a waiver pursuant to the Company's review requirements as described in Section XII below.

Corporate Opportunities.

Subject Persons owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises. Subject Persons are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of Company property, information or position without the consent of the Board of Directors (the "Board"). More generally, Subject Persons are prohibited from using Company property, information or position for personal gain or competing with the Company.

Confidentiality.

In carrying out the Company's business, Subject Persons often learn confidential or proprietary information about the Company, its clients/customers, prospective clients/customers or other third parties. Subject Persons must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. The obligation to preserve confidential information continues even after employment ends.

Fair Dealing.

The Company plans to succeed through fair and honest business competition. The Company does not seek competitive advantages through illegal or unethical business practices. All Subject Persons should endeavor to deal fairly and in good faith with the Company's customers, shareholders, suppliers, competitors, employees and others. No Subject Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behavior or any other unfair dealing practice.

Protection and Proper Use of Company Assets.

All Subject Persons should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purpose only.

Gifts and Entertainment.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Subject Person or his or her family member or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) does not exceed $100 in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations.

Equal Employment Opportunity and Harassment.

The Company's focus in personnel decisions is on merit and contribution to the Company's success. Concern for the personal dignity and individual worth of every person is an indispensable element in the standard of conduct that the Company has set for itself. The Company affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual's terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. The Company does not tolerate or condone any type of discrimination prohibited by law, including harassment.

Records Retention.

Subject Persons are expected to become familiar with the Company's policies regarding records retention applicable to them and to strictly adhere to those procedures as outlined in the policies. Subject Persons are instructed to refrain from the destruction or discarding of any records without the prior consent of the General Counsel in the event there is outstanding a subpoena or a pending, imminent or contemplated litigation or government investigation related to the records in question. If you learn of the existence of a subpoena or a pending, imminent or contemplated litigation or government investigation involving the Company, contact the General Counsel immediately and cease all document destruction.

Compliance with Laws, Rules and Regulations.

The Company requires compliance with laws, rules and regulations. Compliance with laws, rules and regulations includes, but is not limited to, compliance with any insurance company laws and regulations, securities laws (including insider trading laws), antitrust laws, foreign corrupt practices laws, anti-discrimination laws, anti-harassment laws and laws against the use of controlled substances and the Company's standards, policies and procedures.

Financial Integrity, Accounting and Public Disclosure.

It is the Company's policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission and applicable insurance regulatory authorities as well as in all other public communications made by the Company. All books and records of the Company shall be kept in such a way as to fully and fairly reflect all Company transactions. All Subject Persons are required to abide by the Company's standards, policies and procedures designed to promote compliance with this policy and to promote compliance with this policy by all other Subject Persons. Compliance with generally accepted accounting principles and systems of accounting controls is required at all times.

If any Subject Person has concerns or complaints regarding questionable accounting or auditing matters at the Company, then he or she is encouraged to submit those concerns or complaints to the Audit Committee of the Board, which will (subject to applicable law and legal proceedings) treat such submissions confidentially.

Encouraging the Reporting of Any Illegal or Unethical Behavior.

In order to ensure that the spirit and intent of this Code is realized, the Company encourages Subject Persons to talk to supervisors, managers or other appropriate personnel, including the officers, the General Counsel and the Board or the Nominating and Corporate Governance Committee of the Company, when in doubt about the best course of action in a particular situation. Additionally, Subject Persons should report violations of laws, rules, regulations or this Code to such appropriate personnel.

To encourage Subject Persons to report any and all such violations, the Company will not tolerate retaliation for reports made in good faith by any Subject Person of the Company. Retaliation or retribution against any Subject Person for the reporting in good faith of violations of laws, rules, regulations or this Code is cause for appropriate discipline, up to and including, dismissal.

Violations of the Company standards of business conduct and ethics enumerated in this Code are cause for appropriate corrective action, including dismissal.

I.Waivers of this Code.

General. Before a Subject Person, or an immediate family member of any such Subject Person, undertakes any action that would be otherwise prohibited by this Code, the Subject Person is required to obtain a written waiver from the Company's General Counsel or, if such Subject Person is a director or executive officer of the Company, from the Board members who meet the independence requirements of The NASDAQ Stock Market, Inc.
Review Requirements for Non-Executive Subject Persons. For purposes of this Section XII.B. only, the term Subject Person shall refer only to a Subject Person who is not an executive officer or director of the Company.
1. In the event a Subject Person desires to receive a waiver from any provision contained in this Code, such Subject Person must first submit a written request to the General Counsel. The request should, at a minimum, contain the following information:
  1. a description of the Subject Person's duties and responsibilities with the Company;
  3. a general description of the proposed activities that would violate the provisions of this Code;
  4. a description of the relationship between any of the parties potentially involved in such proposed activity with the Company and the Subject Person; and
  5. the proposed level of the Subject Person's involvement in such proposed activity.
2. The General Counsel may request additional information and may request a recommendation, evaluation or concurrence from the officers, directors or outside counsel.
3. Once a written determination has been made, it shall continue in effect until it is reversed, modified or withdrawn, irrespective of whether a waiver is granted. Notwithstanding the foregoing, when changed circumstances or new developments occur, the Subject Person is responsible for informing the General Counsel of such change. Upon further review, the previous decision may be reversed, modified or withdrawn.
4. Records of Code waiver reviews will be retained by the General Counsel. Copies will be provided to the Subject Person and filed in the Subject Person's personnel file.
Review Requirements for Executive Officers and Directors. For purposes of this Section XII.C. only, the term Subject Person shall refer only to a Subject Person who is an executive officer or director of the Company.
1. In the event a Subject Person desires to receive a waiver from any provision contained in this Code, such Subject Person must first submit a written request to the Board. The request should, at a minimum, contain the following information:
  1. a description of the Subject Person's duties and responsibilities with the Company;
  2. a general description of the proposed activities that would violate the provisions of this Code;
  3. a description of the relationship between any of the parties potentially involved in such proposed activity with the Company and the Subject Person; and
  4. the proposed level of the Subject Person's involvement in such proposed activity.
2. The Board may request additional information and may request a recommendation, evaluation or concurrence from outside counsel. Only the Board may grant waivers from any provision contained in this Code.
3. Once a written determination has been made, it shall continue in effect until it is reversed, modified or withdrawn, irrespective of whether a waiver is granted. Notwithstanding the foregoing, when changed circumstances or new developments occur, the Subject Person is responsible for informing the Board of such change. Upon further review, the previous decision may be reversed, modified or withdrawn.
4. Records of Code waiver reviews will be retained by the General Counsel. Copies will be provided to the Subject Person and filed in the Subject Person's personnel file.
5. In the event a conflict of interest waiver is granted to a Subject Person pursuant to any provision of this Section XII.C., the Company shall be required to disclose such waiver, and the reasons therefor, in a Form 8-K within four business days. Such disclosure must be made at least annually in the case of ongoing waivers or waivers extending beyond one year.

No Rights Created.

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company's directors, officers and employees in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.

Revised and Adopted August 4, 2010

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