Code of Business Conduct and Ethics

Purpose and Scope

Since its founding, North American Title Group, Inc. (the “Company”) has required that all its associates maintain the highest level of integrity in their dealings on behalf of the Company and its subsidiaries, in their dealings with the Company, and in everything affecting the Company’s relationships with its customers, banks, security holders and others with whom the Company does business. The Company believes the high level of integrity with which it conducts its affairs has been a major factor in the Company’s success.

This Code of Business Conduct and Ethics (the “Code”) is intended to document the principles of conduct and ethics to be followed by the Company’s associates, officers, and directors, including its principal executive officer, its principal financial officer and its principal accounting officer, and is to be followed in both letter and spirit. Its purpose is to:

• Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• Promote avoidance of conflicts of interest, including disclosure to an appropriate person or committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
• Promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with its regulators and in other public communications made by the Company;
• Promote compliance with applicable governmental laws, rules and regulations;
• Promote the prompt reporting to an appropriate person or committee of violations of this Code and provide mechanisms to do so;
• Promote accountability for adherence to this Code;
• Provide guidance to associates, officers, and directors to help them recognize and deal with ethical issues; and
• Help foster the Company’s longstanding culture of honesty and accountability.

The Company expects all its associates, officers, and directors to comply at all times with the principles in this Code. Violations of this Code by an associate, officer or director are grounds for disciplinary action, up to and including immediate termination of employment and forfeiture of any earned or unearned bonus and possible legal prosecution.