This Code of Ethics is promulgated by the Insurance Auto Auctions, Inc.’s, an Illinois corporation (“IAA” or the “Company”), Board of Directors (the “Board”) pursuant to Item 406 of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934. This Code of Ethics was approved and adopted by the Board at a meeting on December 9, 2003 and applies to the Company’s President and Chief Executive Officer, the Chief Financial Officer, Chief Accounting Officer, Controller, Director of Treasury or any other person performing similar functions at the Company, (collectively, the “406 Employee(s)”). The adoption of this Code of Ethics does not replace, but complements any additional codes of conduct or ethical standards or other similar policies contained in the Company’s most recently enacted Employee Handbook and the 406 Employees remain subject thereto.
     A copy of this Code of Ethics has been posted on the Company’s website and may be accessed by visiting www.iaai.com. Additionally, upon request to the Company’s General Counsel, a written copy of this Code of Ethics may be obtained free of charge by mail if the request is sent to Two Westbrook Corporate Center, Suite 500, Westchester, IL 60154 or via facsimile at (708) 492-7558.

CONFLICTS OF INTEREST

Each 406 Employee shall maintain honest and ethical conduct and shall avoid and report to the Company’s Audit Committee any actual or apparent conflicts of interest between his or any other 406 Employee’s personal and professional relationships with the Company.

PUBLIC COMMUNICATIONS

All 406 Employees shall provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities Exchange Commission (the “SEC”) and in any other public communications made by or on behalf the Company. Where required, all 406 Employees shall attest to and certify to the same where such 406 Employee provides any information referenced in or used in drafting a report or other document filed with or submitted to the SEC or made available to the public by any other means on behalf the Company, whether such 406 Employee is directly responsible for filing such report or documents or making the same available to the public.

COMPLIANCE WITH LAW

All 406 Employees shall comply with all applicable governmental laws, rules, and regulations, from federal, state and local governmental bodies. Any and all known violations of governmental laws, rules, and regulations should be reported to the Company’s Chief Executive Officer and the General Counsel.

COMPLIANCE WITH THIS CODE OF ETHICS

All 406 Employees shall comply with the tenets and mandates of this Code of Ethics and any like requirements contained in the Company’s most recently enacted Employee Handbook. All 406 Employees shall report known violations of this Code of Ethics to the Company’s Chief Executive Officer and the General Counsel. Furthermore, 406 Employees shall have access to the Company’s Audit Committee members to further report violations of this Code of Ethics or any governmental laws, rules, and regulations. Alleged failures to comply with this Code of Ethics shall be assessed by the Company’s Audit Committee which shall report material violations to the Board of Directors and recommend to the Board the appropriate actions to be taken against a violating 406 Employee.

WAIVER OR AMENDMENTS

Any request for waiver of any provision of this Code of Ethics must be submitted in writing to the Board or, to the extent permitted by the rules and regulations of the Securities and Exchange Commission and any stock exchange or quotation system on which any of the Company’s securities are listed or posted, the Company’s Audit Committee. Waivers may only be granted by the Board or, if permitted under applicable rules and regulations, the Audit Committee. This Code of Ethics may only be amended by the Board. Any waiver or amendment of this Code of Ethics will be promptly disclosed on the Company’s Internet website in accordance with the rules and regulations of the Securities and Exchange Commission, a Current Report on Form 8-K or any other means approved by the Securities and Exchange Commission.