Insider Trading Policy

I. Introduction

The purpose of this Insider Trading Policy (the "Policy") is to promote compliance with applicable securities laws by Majestic Capital, Ltd. and its subsidiaries (collectively, the "Company") and all directors, officers and employees. This Policy prohibits trading by insiders based on material non-public information regarding the Company and sets forth the general standards for all Company directors, officers and employees with regards to engaging in transactions of Company securities and securities of any other Company. A copy of this Policy is given to each employee upon commencement of employment with the Company, each employee must sign the attached certification indicating their receipt and intent to comply with this Policy.

II. Policy

If a director, officer or any employee of the Company or any agent or advisor of the Company has Material Nonpublic Information relating to the Company, it is the Company's policy that neither that person nor any Related Person (as defined below) may buy or sell securities of the Company (the "Company Securities") or engage in any other action to take advantage of, or pass on to others, that information. This Policy also applies to material nonpublic information relating to any other company with publicly traded securities obtained in the course of employment by or association with the Company.

No Insider shall disclose ("tip") Material Nonpublic Information to any other person (including family members) where this information may be used by such person to his or her profit by trading in Company Securities. Such Insider or Related Person may not make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company's Securities.

III. Applicability of Policy

This Policy applies to all officers of the Company, all members of the Company's Board of Directors, all employees of, and consultants and contractors to, the Company and its subsidiaries, who receive or have access to Material Nonpublic Information (as defined below) regarding the Company. This group of people, members of their immediate families, and members of their households are sometimes referred to in this Policy as "Insiders." This Policy also applies to any person who receives Material Nonpublic Information from any Insider.

This Policy applies to all transactions in the Company's Securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as derivative securities relating to the Company's stock, whether or not issued by the Company, such as exchange-traded options.

Questions concerning this Policy should be directed to the Company's General Counsel.

IV. Exceptions

This Policy as set forth below does not apply to the following:

The exercise of stock options for cash under Company stock option plans (but not the sale of any such shares), since the Company is the other party to the transaction and the price does not vary with the market but is fixed by the terms of the option agreement

The purchase of stock through the Company's Stock Purchase Plan (but not the sale of any such shares), since the Company is the other party to the transaction and the shares are purchased during the course of the plan regardless of the stock price.

V. Definitions

Insider
Any person who possesses material nonpublic information is considered an insider as to that information. Insiders include Company directors, officers, employees, independent contractors and those persons in a special relationship with the Company, for example, a Company auditor, Company attorneys or consultants. The definition of an insider is transaction specific; an individual is an insider with respect to each material nonpublic item of which he or she is aware.

Material Information
The materiality of a fact depends upon the circumstances. A fact is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security. Any information that could reasonably be expected to affect the price of the securities is likely to be considered material. Material information can be positive or negative and can relate to virtually any aspect of a company's business or to any type of security, debt or equity.

Examples of particularly sensitive information which, as a general rule, should always be considered material include the following:

Financial results

Projections of unannounced future earnings or losses

News of a pending or proposed company transaction including mergers, acquisitions, tender offers

Significant changes in corporate objectives or relationships

Sale or acquisition of major assets

Changes in dividend policy

Stock splits

New equity or debt offerings

Financial liquidity problems

Significant litigation exposure due to actual or threatened litigation

Major changes in senior management

Gain or loss of a substantial client or trust

Changes in auditor or auditor notification that a company may no longer rely on an audit report

Regulatory approvals or changes in regulations

Bankruptcies or receiverships

Planned sales of common stock by affiliates

When doubt exists as to the materiality of certain information, the information should be presumed to be material. If you are unsure whether information of which you are aware is material, you should consult with the General Counsel.

Nonpublic Information
Information is "nonpublic" if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through the media.

Release of information to the media does not immediately free insiders to trade. Insiders should refrain from trading until the market has had an opportunity to absorb and evaluate the information. Approximately two full trading days following publication should be allowed as a reasonable waiting period before such information is deemed to be public. It follows that if an announcement is made before the commencement of trading on a Monday, an employee may trade in Company Securities starting on Wednesday of that week, as two full trading days would have elapsed by that time. If the announcement is made on Monday after trading begins, employees may not trade in Company Securities until Thursday. If the announcement is made on Friday after trading begins, employees may not trade in Company Securities until Wednesday of the following week. Please see the discussion under Restrictions below.

Related Person
For purposes of this Policy, a Related Person includes the spouse, children and anyone else living in the household of an employee; partnerships in which the employee is a general partner; trusts of which the employee is a trustee; and estates of which the employee is an executor. Although an employee's parent or sibling may not be considered a Related Person unless living in the same household, a parent or sibling can be considered a "tippee" for securities laws purposes. Please see the discussion of "tippee" under Restrictions below.

VI. Restrictions

1. "Tipping" Information to Others
Insiders are liable for communicating or tipping material nonpublic information to Related Persons and any other third party (a "tippee"). Further, insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading, including tippees who trade on material nonpublic information tipped to them and individuals who trade on material nonpublic information which has been misappropriated.

Tippees inherit an insider's duties and are liable for trading on material nonpublic information illegally tipped to them by an outsider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee's liability for insider trading is no different from that of an insider. Tippees can obtain material nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business, or other gatherings.

2. Prohibition of Trading for Two Days Following Earnings Releases and Other Material Announcements
Release of information to the media does not immediately free insiders to trade. Insiders should refrain from trading until the market has had an opportunity to absorb and evaluate the information. Approximately two full trading days following publication should be allowed as a reasonable waiting period before such information is deemed to be public. It therefore follows that all employees must allow at least two full trading days following publication of earnings releases and other material announcements before trading in Company Securities. A "trading day" is defined as a day on which the national stock exchanges and the Nasdaq Stock Market are open for trading. A "trading day" begins at the time trading begins on such day.

Therefore, if the Company makes an announcement before the commencement of trading on a Monday, an employee may trade in Company Securities starting on Wednesday of that week. If the announcement is made on Monday after trading begins, employees may not trade in Company Securities until Thursday. If the announcement is made on Friday after trading begins, employees may not trade in Company Securities until Wednesday of the following week.

3. Confidentiality of Nonpublic Information
Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden by the Company. In the event that any director, officer or other employee receives any inquiry from outside the Company for information, particularly relating to financial results or projections, the inquiry should be immediately referred to the Chief Executive Officer in his capacity as Company Spokesperson, and who is responsible for overseeing the release of such information.

4. Prohibition Against Internet Disclosure
The Company prohibits any unauthorized person from disclosing Company information on the Internet and specifically in online forums or chat rooms where companies and their prospects are discussed. Posts in these forums can result in the disclosure of Material Nonpublic Information and may bring significant legal and financial risk to the Company. No director, officer, employee, consultant or contractor or other party related to the Company may discuss the Company or Company-related information in such a forum under any circumstances.

VII. Trading Guidelines and Requirements

1. Black –Out Period and Trading Window
(a) Black-Out Period - Defined by the SEC as any period exceeding three business days during which transactions in equity securities of an issuer are temporarily suspended. The Company's Blackout Policy has prohibited trading in Company securities by officers, directors and certain employees beginning five Trading Days before the end of a quarter and ending after the close of the second Trading Day after earnings are released.

(b) Trading Window - To ensure compliance with this Policy and applicable federal and state securities laws, the Company requires that all directors and officers and those certain identified employees of the Company refrain from conducting transactions involving the purchase or sale of the Company's securities other than during this period of time known as the "trading window." This trading window shall open for trading at the end of the second trading day after earnings are released and will remain open until the beginning of the fifth trading day prior to each fiscal quarter end.

VII. Policy Enforcement

It is the responsibility of the General Counsel to enforce compliance with this Policy. Any violations of this policy may result in immediate termination of employment with the Company. Any questions concerning this policy can be directed to the General Counsel.

VIII. Certification

All directors, officers and other employees subject to this Policy must certify their understanding of, and intent to comply with this Insider Trading Policy. Please sign, date and forward the attached Certification to the Human Resources department within five days after receiving this Policy.

Supplement to Majestic Capital, Ltd. Insider Trading Policy for Directors, Executive Officers and Certain Other Employees

I. Introduction

This Supplement to Majestic Capital, Ltd. Insider Trading Policy governs transactions in Company securities by directors, executives and non-executive employees who routinely come into possession of earnings information or other material non public information about the Company. The policies and procedures described herein are part of the Company's Insider Trading Policy and are in addition to the other requirements of the Insider Trading Policy.

II. Applicability, Section 16 Reporting Persons

The Company's directors and certain executives ("Reporting Persons") are required to file Section 16 reports with the SEC when they engage in transactions in the Company's securities. Although the Company may generally assist the Reporting Persons in preparing and filing the required reports, the Reporting Persons retain responsibility for the reports. Reporting persons should provide advance notice to the Company's General Counsel of any proposed transactions in Company securities. These Section 16 Reporting Requirements likewise apply to Family Members of Reporting Persons.

Reporting Persons are also subject to the limitations on "short-swing" transactions set forth in the federal securities laws. Reporting Persons who purchase and sell Company securities within a six month period, including a sale followed by a purchase within six months, will be required to refund all profits from the sale to the Company, regardless of whether this Reporting Person had knowledge of Material Nonpublic Information at the time of the transactions.

This Supplement applies to all directors and executive officers of the Company. The Company's General Counsel may from time to time designate non-executive employees who are subject to this Supplement. If you have been provided a copy of this Supplement, you are subject to this Supplement. This policy applies to:

your family members who reside with you

any family members who do not live in your household but whose transactions in

Company securities are directly attributable to your influence or control

III. Rule 144 Reports

Reporting Persons are required to comply with Rule 144 of the Securities Act of 1933, which includes the filing of Form 144 with the SEC. Form 144 notifies the SEC of the intent of a Reporting Person to sell Company securities. Form 144 is generally prepared and filed by the Reporting Person's broker and is in addition to any Section 16 reports that may be required to be filed in connection with such transactions. Family Members may additionally be required to comply with Rule 144 in connection with the sale of Company securities.

IV. Pre-Clearance of Trades

The Company requires that all executive officers and directors of the Company and certain other persons identified by the Company from time to time and who have been notified that they have been so identified, refrain from trading in the Company's securities, even during the trading window, without first complying with the Company's pre-clearance process. Each person should contact the Company's General Counsel prior to commencing any trade in the Company's securities. A request for pre-clearance should be submitted to the General Counsel at least one week in advance of the anticipated transaction. The General Counsel will consult as necessary with senior management before clearing any proposed trade. Although an Insider wishing to trade pursuant to an approved Rule 10b5-1 trading plan need not seek preclearance from the Company's General Counsel before each trade takes place, each Insider must obtain Company approval of the proposed Rule 10b5-1 trading plan before it is adopted.

V. Rule 10b5-1 Trading Plans

Members of the Board of Directors, officers and senior directors of the Company will not be prohibited from trading securities during periods when the trading window described above is closed, if the transactions are effected pursuant to a previously established contract, plan or instruction that satisfies the requirements of SEC Rule 10b5-1 as long as the plan or instruction complies with all policies and procedures established by the Company and has been acknowledged in advance by the General Counsel.

The Company and the Company's officers, employees or other representatives will in no event be deemed, by the presence of an individual's plan, to have represented that the plan complies with Rule 10b5-1 or to have assumed any liability to the individual or any other party if the plan does not comply with the Rule 10b5-1.

VI. Certification

Revised and Adopted: August 5, 2009

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