GIFTS AND ENTERTAINMENT POLICY [DATE]

Inappropriate or excessive gifts, gratuities or entertainment can be viewed as a means to improperly influence business relationships and can also give rise to conflicts of interest. To maintain independent judgment and action, we must avoid any potential conflict or appearance of conflict with the interests of the Company. Gifts or gratuities should not be accepted or extended if they could, or if they give the appearance that they could, be reasonably considered to improperly influence the Company’s business relationship with or create an obligation to a customer, vendor or contractor; violate laws, regulations or our Code of Conduct and Ethics; constitute an unfair business inducement; or cause embarrassment or negative impact to the Company.

The guidelines contained within this policy statement are intended to help us recognize and avoid the situations that are most likely to cause a real or potential conflict of interest. It is impractical to try to list every situation or circumstance that might lead to a conflict of interest. For this reason, there is no substitute for our own good judgment. When in doubt about whether a situation you are engaged in or contemplating will cause a conflict with the interests of the Company, you are encouraged to make a timely disclosure of the facts to your supervisor or to the Internal Audit Department.

Accepting or offering a gift, favor, service, or privilege, including travel or entertainment, to or from an existing or potential customer or supplier, or a subordinate, peer or supervisor that is of more than nominal value, and that exceeds the level of business courtesies extended in accordance with accepted ethical business standards or otherwise is specifically limited below – thereby creating a conflict of interest – is prohibited and will be considered a violation of this policy – a terminable offense.

If an employee has any doubt as to whether accepting or offering a gift would violate such policy, then that employee should consult with their supervisor. If the supervisor has any questions regarding the matter, he/she should consult with the Director of Governance, Risk and Compliance for guidance.

If a prohibited gift is received, it must be returned promptly, accompanied by an explanation of this policy.

Occasionally, a supplier may offer a discount on services or products purchased by Company employees. Such discounts can only be accepted when they are available to all employees and notice of such fact is given to all employees.

FROM VENDORS/SUPPLIERS: Do not accept from any vendor or supplier to the Company bribes or kickbacks in any form.

You may accept from vendors or suppliers traditional holiday or promotional gifts (amounts of $100 or less per gift) and/or business breakfasts, lunches or dinners (amounts of $100 or less per occurrence). All gifts and breakfasts, lunches or dinners received must be reported to the Internal Audit & Corporate Compliance Department on the “Vendor/Supplier Gift and Entertainment Report” within ten (10) business days of receipt.

You may accept from vendors or suppliers tickets or passes allowing attendance at athletic, cultural or similar events. However, participation in these events is to be valued at no more than $200 per event and may not exceed a total of two (2) events per year per employee. Attendance at athletic, cultural or similar events must be reported to the Internal Audit Department on the “Vendor/Supplier Gift and Entertainment Report”1 within ten (10) business days of receipt.

You may not accept from any vendor or supplier gifts or gratuities that are of a substantial value (as defined above) or attend athletic, cultural or similar events of a substantial value (as defined above) in excess of two times per year without the written approval of two (2) of the following four (4) officers: Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or the Executive Vice President - Administration.

Cashgifts are strictly prohibited. Gift certificates are acceptable as long as they meet the requirements defined above.

FROM SUBORDINATES TO SUPERVISOR: Gifts from a subordinate to their supervisor should be limited to those situations in which a gift of reasonable value (not to exceed $50 per employee) is given in recognition of a commonly recognized event or occasion (wedding, birth of a child, retirement, etc..) or in recognition of service or accomplishment.

Under no circumstances may a cash[1]gift be given by a subordinate to their supervisor. Gift Certificates are acceptable as long as they do not exceed $50 per employee.

FROM SUPERVISOR TO SUBORDINATE: Supervisors and managers should use their best judgment when offering a gift to a subordinate. A gift to a subordinate should not create an environment of bias among employees nor should it interfere with the productivity of the subordinate, the subordinate’s peer group or the department as a whole. Gifts should be reasonable.

Any employee receiving a gift which seems excessive or inappropriate should contact the Internal Audit Department immediately. Not adhering to this Policy may lead to disciplinary action against an employee. If you have any questions or doubts about whether your conduct might pose a noncompliance issue, it is recommended that you contact your immediate supervisor or the Internal Audit Department.