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From PLI’s Course Handbook Fourteenth Annual Preparation of Annual Disclosure Documents #22438

15

POLICY STATEMENT CONCERNING DISCLOSURE OF MATERIAL INFORMATION

Isobel A. Jones Del Monte Foods Corporation

Reprinted from the PLI Course Handbook, Preparation of Annual Disclosure Documents 2009 (Order # 18393) [Company name]

Policy Statement Concerning Disclosure of Material Information

[The following is a sample policy that may be adopted by a company as part of its Regulation FD Compliance Program.]

2 Contents

I. Introduction...... 1 II. Summary of Regulation FD...... 2 A. Intentional Disclosure...... 2 B. Nonintentional Disclosure...... 3 C. Exceptions...... 3 III. Disclosure Guidelines...... 4 A. Confidentiality Generally...... 4 B. Restriction on Communications...... 4 C. General Procedures for Disclosing Material Information to the Public...... 6 IV. Guidance...... 8 V. Common Communication Scenarios...... 10 A. Company-Sponsored Conference Calls and Related Releases...... 10 B. One-on-One Analyst Meetings and Similar Nonpublic Communications...... 15 C. Investor Conferences and Company- Sponsored Investor Days...... 18 VI. Additional Matters...... 20 A. Rumors...... 20 B. Quiet Periods...... 20 C. Pre-Release of Financial or Business Performance...... 21 D. Analyst Models and Reports...... 21 E. Site Visits...... 22 VII. The Press...... 22 VIII. Inadvertent Disclosures...... 23 IX. Public Offerings...... 24 X. Dissemination of this Policy...... 24 XI. Definitions...... 25 A. Categories of People Covered by Regulation FD...... 25 1. Market Professionals or Stockholders...... 25 2. Senior Officials...... 26 3. Covered Persons...... 26 4. Spokespersons...... 27 B. Material Non-Public Information...... 28 XII. Interpretation; Amendment...... 30 1

I. Introduction

We1 take seriously our responsibilities under the federal and state securities laws. Accordingly, [Company Name] (Company) is committed to providing fair disclosure of material information about the Company without advantage to any particular analyst or security holder, consistent with the Securities and Exchange Commission’s Fair Disclosure Regulation (Regulation FD) and the listing rules of the New York Stock Exchange (NYSE).

Regulation FD addresses selective disclosure of material non-public information. In adopting Regulation FD, the SEC was responding to a perceived growing practice of companies providing material non- public information to securities analysts or select institutional investors before making such information available to the public at large. Where this happened, those who were privy to the information were able to make a profit or avoid a loss at the expense of those investors who were kept in the dark, simply by having the information first. Consequently, in broad terms, Regulation FD provides that when a company discloses material non-public information to certain types of financial players (such as analysts or stockholders), the company must widely disseminate that information to the public at large either simultaneously or in advance. In this manner, the company places all persons who may be reasonably expected to trade in the company’s stock on an equal footing with respect to material information about the company, bolstering investor confidence in the integrity of the United States’ capital markets.

1 In this Policy Statement, “we,” “us” and “our” refer to [Company Name] and its direct and indirect subsidiaries. 2

This Policy Statement confirms in writing [Company Name]’s commitment to compliance with Regulation FD and sets forth its policies and processes designed to ensure such compliance. The brief summary below of the provisions of Regulation FD provides important context to the general disclosure guidelines, restrictions and procedures set forth in this Policy Statement. In addition to providing general guidelines, this Policy Statement sets forth the Company’s overall approach to providing guidance to the marketplace as well as detailed information regarding the Company’s policies and processes applicable to particular common disclosure scenarios, such as earnings calls and related press releases, one-on-one analyst meetings and investor conferences. Additional matters, such as rumors, quiet periods, pre-release of financial information, analyst models, site visits and interaction with the press are also addressed. Finally, this Policy Statement sets forth the Company’s processes in the event of inadvertent disclosures of material non-public information.

II. Summary of Regulation FD

A. Intentional Disclosure

Under Regulation FD, no Covered Person may make an intentional disclosure of material nonpublic information about the Company to Market Professionals or Stockholders unless public disclosure of such information is made simultaneously. A selective disclosure of material nonpublic information is “intentional” when the person making the disclosure either knows, or is reckless in not knowing, that the information he or she is communicating is both material and nonpublic. 3

B. Nonintentional Disclosure

Regulation FD also provides that if a Covered Person makes a nonintentional disclosure of material nonpublic information about the Company to Market Professionals or Stockholders, public disclosure of such information must be made promptly thereafter. “Promptly” means as soon as reasonably practicable (but in no event after the later of 24 hours or the commencement of the next day’s trading on the New York Stock Exchange) after a Senior Official of the Company learns of the disclosure and knows (or is reckless in not knowing) that the information disclosed was material and non-public.

C. Exceptions

Notwithstanding the foregoing, communications to the following persons are not regulated by Regulation FD: 1) a person who owes the Company a duty of trust or confidence (i.e. a “temporary insider” such as an attorney, investment banker, or accountant); 2) persons who have expressly agreed to maintain the communicated information in confidence; and 3) an entity whose primary business is the issuance of credit ratings, provided the information is disclosed solely for the purpose of developing a credit rating and the entity’s ratings are publicly available (“rating agencies”).

Note that Regulation FD does not apply to ordinary-course business communications or to disclosures to the media. However, all such communications are covered by this policy as 4

discussed further in Section III.B.3. and Section VII below.

III. Disclosure Guidelines

A. Confidentiality Generally

Because premature disclosure of confidential information, whether or not inadvertent, could trigger a duty on the part of the Company to publicly disclose such information, it is our policy that information about us and our business should be treated with care. Accordingly, none of our directors, officers and employees should discuss material non-public Company matters or developments with anyone outside of the Company (including family members and friends), except as required in the performance of such person’s regular employment or, in the case of our directors, their fiduciary duties. Similarly, all such persons should refrain from discussing our affairs in public or quasi-public areas where conversations may be overheard (for example, airplanes, restaurants, restrooms and elevators).

To ensure consistency in the application of this Disclosure Policy, it is our policy that, unless otherwise specified in this Policy Statement or as authorized by the Disclosure Committee, any public communication on our behalf to Market Professionals or Stockholders shall be made only by our Spokespersons.

B. Restriction on Communications

1. Subject to Sections B.2. and B.3. below, no employee of the Company should disclose material nonpublic information about 5

the Company to any third party unless such information is simultaneously disclosed to the public as a whole. This restriction applies to any disclosure in any form, including formal written communications, via the Company’s web site, interviews, oral and visual presentations and conversation.

2. Notwithstanding Section B.1. above, a Spokesperson or other authorized employee as described in Section XI.A.4. is not prohibited under this policy from engaging in communications exempt from Regulation FD as described in Section II.C. above.

3. Notwithstanding Section B.1. above, an employee of the Company (in addition to any Spokesperson) may communicate with customers, suppliers, co-packers, brokers, consultants, and other similar third-party business contacts if the communication is within the ordinary course of business and is consistent with the employee’s job description (e.g., a salesperson can discuss sales and marketing topics with a customer). If an employee believes that he or she will communicate particularly sensitive material non-public information to a third-party business contact, the employee should contact the Law Department so that the appropriateness of a written confidentiality agreement with such third-party contact may be considered. 6

C. General Procedures for Disclosing Material Information to the Public

1. When the Company wishes to disclose material nonpublic information to the public, it is important that the information be widely distributed to comply with SEC requirements and NYSE requirements. The normal means of such distribution should be a press release. Such release should be provided to the wire services and the press “For Immediate Release.” All such press releases should, at a minimum, be provided to the major wire services (e.g., Dow Jones, Bloomberg, Reuters, AP, UPI and Business Wire) as well as the local press.

2. The [Senior Member of Investor Relations] (or, in his or her absence, his or her designee) and the Law Department must approve the content of all press releases of the Company. In addition, the Chief Accounting Officer, as well as the [Senior Member of External Reporting], (or, in the absence of either, such person designated by the Chief Financial Officer) must approve the content of all press releases of the Company relating to financial matters or material developments involving the Company.

3. Information can also be widely distributed by filing or furnishing the information with or to the SEC in a Current Report on Form 8-K. Any decision to publicly disseminate material information for Regulation FD purposes using a Form 8-K rather than a press release must be made by the Disclosure Committee. 7

Nevertheless, it may be appropriate from time to time to use a Form 8-K as a supplemental means of disseminating information being disseminated through a press release. The Law Department may elect to furnish information released through a broadly disseminated press release under Item 7.01 of Form 8-K or to otherwise file such information on Form 8-K. In such event, the Law Department shall inform the [Senior Member of Investor Relations], of such intended disclosure. Additionally, prior to such report being filed or furnished, such report shall be reviewed by a member of the Law Department and a member of the Finance Department.

4. Posting information on the Company’s web site (or otherwise on the Internet) alone generally is not an acceptable means of broad dissemination. The Company generally cannot rely on web site disclosure as an alternative to other means of broad dissemination. However, web site postings may be used to supplement other disclosure methods. Accordingly, the Company should not include information on its web site that is material and not otherwise available to the public, unless its plans to provide such information on its web site have been explicitly and broadly disseminated.

5. Generally, material information should be disseminated to the public either prior to the opening of trading on the NYSE (i.e., prior to 9:00 A.M., Eastern Time) or after NYSE trading closes (i.e., after 5:00 P.M., Eastern Time). In the event of a “leak” of material 8

nonpublic information or other extraordinary circumstances, releasing information during the time the markets are open may be warranted.

6. The Investor Relations Department should notify the NYSE at least ten minutes prior to the public release of material nonpublic information. Typically, this is done by calling the Company’s representative and then faxing a copy of the press release to the NYSE.

7. In connection with the public disclosure of any material nonpublic information, such disclosure should include forward-looking statement disclaimers, as appropriate. The factors cited in any such disclaimer should relate directly to the forward-looking statements being made. A disclaimer should not be included if no forward-looking statements are included in the disclosure in question.

IV. Guidance

To promote compliance with Regulation FD, it is our policy not to provide formal or informal guidance, whether direct or indirect, to Market Professionals or Stockholders with respect to earnings or other material financial projections except 1) as part of our regular, quarterly press releases and related subsequent conference calls, 2) during a pre- announced web cast investor conference, with the approval of the Law Department and the Chief Financial Officer (or, in his absence, the Chief Accounting Officer) or 3) as may be approved by the 9

Disclosure Committee, including without limitation, as described in Section VI.C.

A. Set forth below are some examples of direct and indirect earnings guidance:

1. Providing analysts and other members of the investment community with actual or projected earnings, orally or in writing, prior to the public disclosure of such actual or projected earnings;

2. Making statements like “analysts’ estimates are in the ballpark” or “we are comfortable with your earnings estimate”; or

3. Highlighting recent earnings trends by other companies in the Company’s industry in an attempt to provide indirect selective guidance. For example, a Spokesperson should not make statements like “we are subject to the same cyclical pressures as ABC Inc. and XYZ Co.” shortly after ABC Inc. and XYZ Co. both have announced disappointing quarterly results.

B. The Company disclaims any affirmative legal duty to update.

C. The Spokespersons should not routinely “reaffirm” projections in response to questions from individuals unless such reaffirmation is otherwise publicly made. An appropriate response to a request for reaffirmation is “no comment.” However, a Spokesperson may refer an individual to publicly available statements concerning the Company’s updating policy or, provided the Spokesperson expressly states that he or she is not 10

reaffirming guidance by providing such historical information, remind such individual of the date and forum in which the Company last provided guidance.

D. The Company should use care to ensure that appropriately tailored forward-looking statement disclaimers accompany any publicly disclosed projections.

V. Common Communication Scenarios

A. Company-Sponsored Conference Calls and Related Releases

Following the end of each quarter, we will issue a press release to report our results of operations for that quarter and to provide guidance. Following each such press release, we will sponsor a conference call to discuss our results of operations, guidance and ancillary matters. In addition, from time to time, the Disclosure Committee may determine that additional conference calls are appropriate in order to discuss material Company developments. The following are guidelines relative to the quarterly calls and all other Company-sponsored conference calls:

1. All conference calls should be preceded by a press release announcing the Company’s results of operations or the significant development that triggered the conference call.

2. Each quarterly earnings call or other Company-sponsored call will be open to securities analysts, stockholders, the media 11

and other interested parties. We will announce the date and time of the call on our web site and in a press release inviting anyone who may be interested to listen to the call or have access to the call via the Internet. The release or notice will provide the time and date of the call, the subject matter of the call and instructions on how to access the call. Generally, we will issue such press release and post such notice at least 48 hours prior to the call. In the event of a material development (e.g., the announcement of a significant acquisition), the notification of the conference call should be posted either simultaneously with or as soon as possible after the disclosure of the material development, preferably at least two hours before the scheduled time of the call.

(Note: The delayed posting of replays of the call on the Company’s web site are not alone sufficient to satisfy the fair disclosure rules. If the call involves the disclosure of material nonpublic information, then Regulation FD is satisfied only if the call is simultaneously available either by telephone or via the web site or otherwise over the Internet.)

3. Replays of conference calls will typically be available on the Company’s website for two weeks. The press release and web site notice of such call should indicate the date and time of the original call, the manner in which the replay may be accessed and the period during which the replay will be available. Notwithstanding the foregoing, replays of quarterly conference calls in which the Company discloses non-GAAP financial 12

measures or separately posted reconciliations of any such presented non-GAAP financial measures will typically be available until the next quarterly conference call.

4. Although we will permit anyone who may be interested to listen to the call, we will typically choose to permit only securities analysts or other designated individuals to ask questions during the question and answer period. A “listen only” mode for the general public is appropriate. Conference calls will also be available via web cast and, due to the lower cost, web cast is the preferred access method.

5. The introduction to the conference call should include a disclaimer relative to forward-looking statements, reference a writing (e.g., the Company’s Form 10-K) containing the factors that could materially affect the validity of such forward-looking statements, and include a disclaimer of any duty to update. Any replay of the conference call should also be accompanied by similar caveats, preferably in writing.

In addition to the above guidelines, the following pertains to our quarterly earnings announcements and related quarterly conference calls.

(i) Press Release

In addition to the historical financial information provided, each release will typically contain projected financial information for the then-current quarter and our then-current fiscal year, such as 13

guidance as to expected earnings per share. Accordingly, each such release will contain appropriate disclosure to the effect that statements about the projections are based on current expectations and that actual results may differ materially. Each such release also will include a discussion of factors that may cause results to differ and a reference to appropriate risk factor disclosure in a recently filed SEC report, such as a Form 10-K, as well as a statement to the effect that we will not have a duty to disclose or update projections in the future.

In addition to the reviews described in Section III.C.2., preliminary drafts of each quarterly earnings release will also be reviewed by the Company’s Audit Committee.

(ii) Current Report on Form 8-K

When the Company issues a press release or otherwise makes a public announcement (e.g., orally, telephonically, by web cast, by broadcast or by similar means) disclosing material nonpublic information regarding the Company's results of operations or financial condition for an annual or quarterly fiscal period that has ended, the Company is required to furnish that information to the SEC by means of a Form 8-K filed within four business days of any such release or announcement. To enable the Company to discuss complementary information as part of its quarterly conference calls 14

without incurring an obligation to furnish a transcript of the call to the SEC, the Company will typically furnish its earnings press release on Form 8-K prior to the commencement (but no more than 48 hours prior to the commencement) on any quarterly earnings conference call.

(iii) Script

Each quarterly conference call is expected to begin with a prepared introductory statement by the [Senior Member of Investor Relations] (or his or her designee), including a reference to forward-looking statements disclaimers, a reference to filed risk factor disclosure, a disavowal of a duty to update and, if applicable, a brief discussion regarding the use of non-GAAP financial measures. Calls are also expected to include scripted remarks by the Chief Executive Officer (or his or her designee) and the Chief Financial Officer (or his or her designee). Each script is expected to be developed by the [Senior Member of Investor Relations] (or his or her designee) and reviewed by members of the Disclosure Committee and the Chief Executive Officer. Quarterly conference calls are expected to conclude with a question and answer period.

(iv)Compliance with Regulation G

In the event that the Company includes non-GAAP financial measures in its earnings press release, such press release 15

will include the Company’s statement regarding the utility and purpose of providing such non-GAAP financial measures. Additionally, such release will include a statement that such non-GAAP financial measures are supplemental to, and not substitutions for, the Company’s GAAP results. The reconciliations required by Regulation G shall be included in such press release.

In the event that the Company intends to provide non-GAAP financial measures during any quarterly earnings conference call, the reconciliations required by Regulation G shall be posted on the Company’s web site prior to the commencement of such call or web cast.

B. One-on-One Analyst Meetings and Similar Nonpublic Communications

Covered Persons will seek never to disclose material non-public information in meetings, telephone calls or other communications with Market Professionals or Stockholders. Participants in such meetings or telephone calls will include one or more of our Spokespersons or a person designated by a Senior Spokesperson in that specific instance, provided that a Senior Spokesperson or a member of the Law Department remains present during the communication.2 During these conferences, our

2 In general, only Spokespersons are authorized to communicate with Market Professionals, Stockholders or other members of the investment community on behalf of the Company. However, Senior Spokespersons may from time to time authorize other employees to participate in such communications. All references to the obligations of “Spokespersons” 16

representatives may present historical information in an organized manner, such as in graphical form, to illustrate trends in our business or in the industry in general. Company representatives also may provide immaterial background information to help Market Professionals or Stockholders fill in elements of a “mosaic” of information, but they should seek never to provide material non-public information, particularly financial projections or other forward-looking information, during any such meeting or other communication. While this policy does not prohibit exchanges of e-mail correspondence with Market Professionals or Stockholders, Spokespersons should exercise particular caution in interacting with Market Professionals and Stockholders through e-mail.

1. No employee of the Company may intentionally selectively disclose material nonpublic information to analysts or other members of the investment community on a one-on-one or other limited basis.

2. As described above, Spokespersons may provide pieces of information that, while individually immaterial, may help analysts and others form a “mosaic” of information. However, a Spokesperson should not provide several pieces of individually immaterial information when the Spokesperson knows that the pieces of information are material in the aggregate.

3. Notwithstanding the limitations described above, one-on-one and similar communications may still be useful for herein apply equally to such other authorized employees when participating in such communications. 17

discussing matters such as the Company’s long-term history, strategy, goals and management philosophy as well as other previously disclosed information.

4. The [Senior Member of Investor Relations], should endeavor to maintain, or cause to be maintained, a record consisting of the date and time of scheduled calls/meetings and the persons involved. Any Spokesperson involved in a call/meeting may interrupt another Spokesperson or authorized person in the course of the call/meeting if he or she believes it is appropriate to do so to avoid the disclosure of material nonpublic information.

5. If the Company intends to participate in one- on-one meetings or similar communications or in investor conferences (which are discussed below), then the Spokespersons involved should make an effort to anticipate likely areas of focus by analysts and/or other members of the investment community and areas the Spokespersons would like to address. If the Spokespersons intend to discuss an area with analysts or others that would require the disclosure of material nonpublic information, then the Company should publicly disseminate the relevant material information in advance.

6. Our Chief Executive Officer and our Chief Financial Officer may conduct one-on-one meetings during our quiet period with the advice of counsel.

7. The involved Spokespersons (together with the [Senior Member of Investor Relations], 18

if appropriate) should endeavor, within 24 hours after completion of a call/meeting, to consider the information discussed at each call/meeting to assess if material nonpublic information was unintentionally disclosed.

C. Investor Conferences and Company-Sponsored Investor Days

1. Senior Spokespersons or other employees designated by a Senior Spokesperson may participate in investor conferences from time to time. However, only the Chief Executive Officer, Chief Financial Officer or the [Senior Member of Investor Relations], have the authority and responsibility to approve our participation in such conferences and designate the persons that will represent us.

2. In general, we will not participate in equity conferences unless such conference is available generally via a web cast and our participation in the conference and availability of the web cast has been announced via press release and posted on our web site in advance of such conference. Notwithstanding Section C.1. above, the Disclosure Committee must approve our participation in any investor conference that will not be available generally via web cast. With respect to material nonpublic information, an investor conference (absent simultaneous public access to the conference via web cast or otherwise) should be handled in the same manner as one-on-one meetings with analysts and other members of the investment community. 19

3. Notwithstanding Section C.1. above, the Disclosure Committee must approve our participation in any investor conference that will occur during our quiet period.

4. The [Senior Member of Investor Relations], will prepare the slides or talking points to be used at any investor conference. Such materials must be reviewed in advance of the presentation (or delivery of the presentation materials if earlier) by the Law Department and either the Chief Accounting Officer or the [Senior Member of External Reporting], (or, in the absence of each such person, such person designated by the Chief Financial Officer).

5. Replays will typically be available on the Company’s website for two weeks. The press release announcing the Company’s participation in the conference should indicate the manner in which the web cast and replay may be accessed.

6. Absent simultaneous public access to the conference via web cast or otherwise, the involved Spokespersons should endeavor to undertake an immediate post-investor conference review to assess whether nonpublic material information was unintentionally disclosed.

7. Forward-looking statement disclaimers as well as disclaimers of the duty to update similar to those used in connection with conference calls should be used in connection with presentations at investor conferences. 20

8. Breakout sessions at investor conferences should be handled in the same manner as one-on-one meetings with analysts and other members of the investment community.

VI. Additional Matters

A. Rumors

Unless it is clear that the Company is the source of the rumor (as determined by the Chief Financial Officer or the General Counsel), we will not confirm or deny or otherwise discuss or comment on rumors in the marketplace (including those that appear in “chat rooms” on the Internet) regarding the Company or on similar matters. Our response to inquiries regarding such matters is “no comment” or “we do not comment on rumors”. If the NYSE requests the Company to make a more definitive statement, then the Disclosure Committee will determine how to respond to that request. Employees should not take it upon themselves to react to rumors, including those that appear in “chat rooms.”

B. Quiet Periods

We will not discuss with Market Professionals or Stockholders, or otherwise comment on, our financial or business performance or prospects for the current or just-concluded quarter during our “quiet period.” In general, our quiet period is the period beginning with the end of the quarter and ending after the quarterly conference call.3 If

3 In any event, the Company will not discuss our financial or business performance or prospects for the current quarter or year with any Market Professionals or Stockholders unless 1) such discussion is web cast or otherwise broadly disseminated, or 2) such information has been broadly 21

circumstances are such that the Disclosure Committee feels it is desirable to comment on such matters during this period, we will do so by way of a press release.

C. Pre-Release of Financial or Business Performance

In some circumstances, it may be desirable for us to provide information regarding our expected financial or business performance (such as regarding our expectations for revenues and net income for a quarter) before we are prepared to issue our quarterly earnings release. For example, such a release might be appropriate when there is a concern that materially positive or negative news may have leaked, or for other reasons. The determination whether to pre-release information about a quarter and what information to include in such a release must be made on a case-by-case basis and will be made by members of the Disclosure Committee.

D. Analyst Models and Reports

Upon request by a Market Professional or Stockholder, a Senior Spokesperson or, at the direction of a Senior Spokesperson, a Staff Spokesperson may elect to review excerpts of drafts of an analyst’s models or reports. A Spokesperson will only review excerpts containing historical, factual matters and such review will be limited to correcting factual errors by reference to information already in the public domain. We will not accept and will not review complete drafts or excerpts containing research summaries, research ratings or earnings targets. In addition, no Company officer should allow disseminated recently. 22

himself or herself to be quoted regarding material, non-public information in an analyst’s report. We do not distribute copies of analyst reports to stockholders or others as part of investor relations kits. If the Disclosure Committee should determine to make an exception to this policy, care should be taken to include a full spectrum of opinions from a broad range of analysts and appropriate disclaimers of the content of the analysts’ reports.

E. Site Visits

We permit Market Professionals or Stockholders to visit our offices and other facilities on a non- discriminatory, appointments only basis. It is our policy to seek never to disclose material non- public information during these meetings. Spokespersons may elect to include managers or other Company representatives in these meetings or delegate such visits (particularly facility site visits) to managers or other Company representatives, provided that in both instances such managers are briefed prior to meetings on their responsibilities under this disclosure policy and a Senior Official or a Spokesperson accompanies them during the meetings.

VII. The Press

Although statements made to members of the press do not fall within the scope of Regulation FD, absent a determination by members of the Disclosure Committee to the contrary based on the circumstances in question, we have a policy of not disclosing material non-public information to individual representatives of the press without first issuing a press release or otherwise making a broadly disseminated 23

announcement. However, it is permissible to disclose material information to members of the press who have agreed (orally or in writing) to keep the information confidential while they are preparing an article and until such time as the information can be broadly publicized. It is also permissible to disclose material information to a publication (such as The Wall Street Journal) that can assure broad dissemination of the information. Contacts with the news media should be only by our [Senior Member of Investor Relations], or our [Senior Member of Corporate Communications], or by persons designated by one of them in a particular circumstance, such as a scheduled interview with a particular member of our management team on a particular topic that has been approved by our [Senior Member of Investor Relations], or our [Senior Member of Corporate Communications], and is monitored by one of our Senior Spokespersons. Employees who are not Senior Spokespersons but are contacted by any member of the press should refer such member of the press to the [Senior Member of Investor Relations], or the [Senior Member of Corporate Communications].

VIII. Inadvertent Disclosures

We recognize the possibility of inadvertent disclosure of material non-public information, such as in an informal meeting with a Market Professional or Stockholder. It is our policy to promptly disclose through a press release or through a filing on Form 8-K with the SEC any material non-public information inadvertently disclosed by a Covered Person to a Market Professional or Stockholder. Accordingly, if a Senior Official becomes aware of a potential inadvertent disclosure by a Covered Person to a Market Professional or Stockholder of non-public information that may be material, he or she should confer with both 24

the [Senior Member of Investor Relations] (or, in his or her absence, another member of the Disclosure Committee), and the Associate General Counsel who is serving on the Disclosure Committee (or, in his or her absence, the General Counsel) to determine whether the information is material, whether the disclosure was non-public and whether the communication was covered by an exemption under Regulation FD. Such members of the Disclosure Committee may in turn elect to consult with other members of the Disclosure Committee. If the Disclosure Committee members determine that the information was material, that the disclosure was non-public and that the communication was not covered by an exemption under Regulation FD, they will determine the appropriate manner of promptly disclosing the information as required by Regulation FD.

IX. Public Offerings

Specific disclosure rules apply when the Company is involved in a public offering of its securities. The General Counsel or Associate General Counsel designated by the General Counsel should be contacted prior to any public disclosure of information at any time that the Company is involved in a public offering.

X. Dissemination of this Policy

The Company should endeavor to communicate to employees of the Company those portions of this policy that are relevant to them and to deliver periodic reminders as the General Counsel deems appropriate. Without limitation, new employees should be advised of those portions of this policy that are relevant to them at the time of orientation. 25

XI. Definitions

A. Categories of People Covered by Regulation FD

Because Regulation FD places special responsibilities on certain categories of individuals or otherwise treats them specially, for convenience this Policy Statement uses certain defined terms to refer to these categories, as follows:

1. Market Professionals or Stockholders

Regulation FD applies special rules to communications with certain categories of individuals referred to in these Guidelines as “Market Professionals or Stockholders.” These include:

 Broker-dealers and their associated persons, including sell-side analysts,

 Investment advisors, institutional investment managers, and their associated persons, including buy-side analysts,

 Investment companies (mutual funds), hedge funds, and their affiliated persons, and

 Any stockholder or other holder of the Company’s securities, including its debt securities, under circumstances in which it is reasonably foreseeable that such person would purchase or sell the Company’s securities on the basis of 26

the information contained in the communication.

2. Senior Officials

Regulation FD defines “Senior Official” to mean any director, executive officer, investor relations or public relations officer or other person with similar functions. For purposes of this Policy Statement, the [Senior Member of Investor Relations], in consultation with the Law Department, will maintain a list setting forth those individuals who are our Senior Officials. The definition of Senior Official is important principally because all Senior Officials are deemed to be “Covered Persons” (see below).

3. Covered Persons

Regulation FD imposes special responsibilities on any “person acting on behalf of an issuer.” Regulation FD defines “person acting on behalf of an issuer” to mean any Senior Official or any other officer, employee or agent of the issuer who regularly communicates with Market Professionals or Stockholders. Such persons may include individuals at an outside public relations or investor relations firm, such as Citigate Sard Verbinnen. This Policy Statement refers to anyone who falls within this definition as a “Covered Person.” For purposes of this Policy Statement, the [Senior Member of Investor Relations], in consultation with the Law Department, will maintain a list setting forth those individuals who, in addition to our Senior Officials, are our Covered Persons. No 27

person who is not a Covered Person is authorized to perform the functions of a Covered Person.

4. Spokespersons

Not all Covered Persons ordinarily will be called upon to communicate with security analysts, institutional investors or representatives of the media. For purposes of this Policy Statement, the [Senior Member of Investor Relations], in consultation with the Law Department, will maintain a list setting forth those individuals who ordinarily will be called upon to perform these functions. In this Policy Statement, we refer to these individuals as our “Spokespersons.”

“ Spokespersons” include both Senior Spokespersons and Staff Spokespersons. A Staff Spokesperson is a person whose normal responsibilities include communicating with security analysts, institutional investors, security holders or the media but conducts such communications under the supervision and direction of a Senior Spokesperson.

Only Spokespersons are authorized to communicate with Market Professionals, Stockholders or other members of the investment community on behalf of the Company. A Senior Spokesperson may in his or her judgment call upon any other employee of the Company to participate in communications with Market Professionals, Stockholders or other members of the investment community, which is acceptable so long as a Senior Spokesperson or member of 28

the Law Department remains present during the communication.

B. Material Non-Public Information

5. An important focus of the federal securities laws is the disclosure of material information. For purposes of this Policy Statement, we use the same construct of “material information” the SEC used in its adopting release for Regulation FD. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Additionally, there must be a substantial likelihood that a reasonable investor would view such information as significantly altering the total mix of information available to investors. In Regulation FD, the SEC provided a list illustrating the types of information or events that the SEC believes must be reviewed carefully to determine whether they are material, including:

 Earnings information,

 Mergers, acquisitions, tender offers, joint ventures, or changes in assets,

 New products and discoveries,

 Developments regarding customers or suppliers (such as the acquisition or loss of a contract),

 Changes in control or in management, 29

 Changes in the outside auditor or notification by the auditor that the issuer may no longer rely on an auditor’s report,

 Events regarding the issuer’s securities, for example, defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders and public or private sales of additional securities, and

 Bankruptcies or receiverships.

Information or events of the type described above are not automatically material, nor are the above items reflective of the only kind of information or events that may be considered material; instead, information and events must be analyzed for materiality on a case-by-case basis.

The SEC has made clear that there are no numerical thresholds that may be used to determine whether information is material. For example, there is no “rule of thumb” that a development that has less than a 5% effect on net income is automatically immaterial. Materiality must be evaluated by reference to all the relevant circumstances and potential market sensitivity to the information is a key consideration.

Whenever questions arise about whether information constitutes material non-public information, our Covered Persons will confer 30

with the Law Department and one or more members of the Disclosure Committee. The committee member, in turn, may elect to confer with other members of the Disclosure Committee or to call a meeting of the Disclosure Committee if he or she believes it is appropriate.

6. Information will be considered “non-public” unless it has been disseminated in a manner making it available to investors generally. As discussed in greater detail in this Policy Statement, such dissemination typically involves a press release distributed to the major wire services and the press or a Current Report on Form 8-K filed or furnished with the SEC.

XII. Interpretation; Amendment

The General Counsel and/or Associate General Counsel designated by the General Counsel have the authority to interpret this policy. Further, while the Company has endeavored to anticipate likely scenarios and events in crafting this policy, the Disclosure Committee may make exceptions to this policy in the context of unanticipated or extraordinary scenarios or events. The Disclosure Committee, subject to the approval of the General Counsel and/or Associate General Counsel designated by the General Counsel, has the authority to amend this policy at any time. To the extent this policy permits or requires action by the General Counsel or the Associate General Counsel designated by the General Counsel, if such persons are unavailable, then the [Senior Member of Investor Relations], may act in their stead after consulting with legal counsel. 31

Appendix A

Senior Officials

All current directors of [Company Name]

Chief Executive Officer

Chief Financial Officer

Chief Accounting Officer/Controller

General Counsel

Senior Member of Investor Relations

Other Executive Officers

Covered Persons

All Senior Officials

Senior Member of Corporate Communications – Media Communications only (if not included above)

Other Members of Investor Relations Team as appropriate

Outside Members of Investor Relations Team 32

Senior Spokespersons

Chief Executive Officer

Chief Financial Officer

Senior Member of Investor Relations

Other Members of Investor Relations Team as appropriate

Members of Corporate Communications Team– Media Communications only

Staff Spokespersons

Other Members of Investor Relations Team as appropriate

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