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Code of Business Ethics and Conflict of Interest Policy for Directors, Officers and Employees ______ [INSERT COMPANY NAME] Code Of Business Ethics And Conflict Of Interest Policy For Directors, Officers And Employees _________________________________ This Code of Ethics and Conflict of Interest Policy (the “Code”) for Directors, Officers and Employees as defined below (collectively, “Covered Persons”) is designed to maintain the standards of business conduct of [Insert Company Name], its subsidiaries and affiliates and their successors and assigns (collectively and severally, the “Company”), and to assure compliance with applicable law. The Company is committed to conducting its business in accordance with the highest ethical standards. It is the policy of the Company to conduct its business fairly, ethically and in compliance with applicable law. Accordingly, all conduct inconsistent with this Code is prohibited. This Code requires not only the avoidance of misconduct, but also the avoidance of acts or omissions that give the appearance of misconduct as well as reporting of misconduct. Covered Persons shall not enter into any activity or incur any expense or liability which would compromise the Company’s commitment to these high standards. Covered Persons are expected to read and understand this Code and uphold its standards day to day. This Code is designed to deter wrong-doing and to promote: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. fair, full, accurate, timely and understandable disclosure in reports and documents that the Company files with the government and in other public communications made by the Company; 3. compliance with applicable law; 4. prompt internal reporting of violations of this Code; and 5. accountability for adherence to this Code. Nothing in this Code or in any Company policies and procedures, or in other related communications (oral or written), creates or implies an employment contract or term of employment. Covered Persons should sign the certification form at the end of this Code and return the form to the General Counsel. The signed certification form will be reviewed by the Corporate Governance Committee and retained in each Covered Person’s personnel file. Each year, Covered Persons will be asked to sign an updated certification form indicating their continued understanding of this Code and disclosing any violations or potential violations of this Code of which they are aware. It is not possible to enumerate all of the situations which could result in an actual or apparent violation of this Code. However, the following areas are of particular concern to the ©2005 Foley & Lardner LLP. All rights reserved. Presented by Patrick Daugherty, Esq. of Foley &Lardner LLP, to the Society of Corporate Compliance and Ethics Conference on September 12, 2005. Patrick Daugherty acknowledges the editorial assistance of Mariel Estigarribia. Company with respect to the ethical conduct of its business. These principles are to be interpreted using good judgment and common sense. Employees are encouraged to discuss questions or concerns relating to this Code with the General Counsel, while Directors and Officers should address their questions and concerns to the Chairman of the Corporate Governance Committee. I. Applicability. This Code is applicable to the following Covered Persons: • Each member of the Company’s Board of Directors, including employee and non- employee Directors (“Directors”); • Each officer of the Company, including but not limited to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller and persons performing similar functions (“Officers”); and • Each full- or part-time employee of the Company who is not a Director or an Officer (“Employees”). II. Conflicts of Interest. A Covered Person’s duty to the Company demands avoiding and disclosing actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of a person or entity conflict with the interests or benefits of the Company. A Covered Person also has a conflict of interest if, in the course of performing duties for the Company, the Covered Person’s judgment and discretion is or may be influenced by considerations of personal gain or benefit, or gain or benefit to a third party other than the Company. Examples include: A. Employment/Outside Employment. In consideration of their employment with the Company, full-time Company employees are expected to devote their full attention to the business interests of the Company. Covered Persons that are Company employees are prohibited from engaging in any activity that interferes with the performance of their responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Covered Persons employed by the Company are prohibited from accepting simultaneous employment with a competitor of the Company, or with any other entity which has or seeks to have a business relationship with the Company, including any agent, reinsurer or policyholder, or which interferes with the Covered Persons’ ability to satisfy their respective responsibilities to the Company. Covered Persons employed by the Company are prohibited from taking part in any activity that enhances or supports a competitor’s position. Additionally, all Covered Persons that are Company employees must immediately disclose any interest that they have that may conflict with the business of the Company by submitting an updated certification form to the General Counsel. The General Counsel will inform the Corporate Governance Committee and appropriate action will be taken. ©2005 Foley & Lardner LLP. All rights reserved. Presented by Patrick Daugherty, Esq. of Foley &Lardner LLP, to the Society of Corporate Compliance and Ethics Conference on September 12, 2005. Patrick Daugherty acknowledges the editorial assistance of Mariel Estigarribia. 2 B. Outside Directorships. It is a conflict of interest for any Covered Person or any of his or her Affiliates (as defined below) to serve as a director of any company that competes with the Company. “Affiliate” means the spouse, parent, grandparent, child or sibling of a Covered Person, whether by blood, marriage or adoption, and anyone residing in a Covered Person’s home. A Covered Person may serve as a director of an entity which has or seeks to have a business relationship with the Company, including any agent, reinsurer or policyholder, provided that the Covered Person obtains approval from the Company’s Corporate Governance Committee before accepting the directorship. C. Business Interests. If a Covered Person is or if his or her Affiliate is considering investing in an agent, reinsurer, policyholder, customer or competitor of the Company, the Covered Person must take great care to ensure that such investment does not compromise his or her responsibilities to the Company. The Covered Person must first obtain approval from the Company’s Corporate Governance Committee before incurring a conflict of interest with such an investment; provided, however, that consent is not required if the investment is in a company listed on a public securities exchange and the amount held will be less than five percent of the aggregate value of the class of security outstanding of the public company. Factors to be considered by the Corporate Governance Committee in determining whether a conflict exists and whether to approve the investment include: the size and nature of the investment; the Covered Person’s ability to influence decisions of the Company or the other company; the Covered Person’s access to confidential information of the Company or the other company; and the nature of the relationship between the Company and the other company. D. Relatives. As a general rule, Covered Persons should avoid conducting Company business with an Affiliate, or with a business in which an Affiliate is associated in any significant role. Generally, the Company prohibits the employment of Affiliates. E. Payments or Gifts from Others. Under no circumstances may a Covered Person accept any offer, payment, promise to pay, or authorization to pay any cash, gift, loan, honoraria or anything of value from any agent, reinsurer, policyholder, vendor, consultant or other entity engaged in a business relationship with the Company that is perceived as intended to or that could, directly or indirectly, influence any business decision, any act or failure to act, any commission of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, or infrequent business meals, tickets, events and entertainment do not violate this Code, provided that they are not excessive and do not create an appearance of impropriety. Questions regarding whether a particular payment or other item enumerated above violates this Code are to be directed to the General Counsel (in the case of Employees) or to the Chairman of the Corporate Governance Committee (in the case of Directors and Officers). Gifts given by the Company to agents, reinsurers or policyholders or received from agents or reinsurers should be appropriate to the circumstances and should never be of a kind that would create ©2005 Foley & Lardner LLP. All rights reserved. Presented by Patrick Daugherty, Esq. of Foley &Lardner LLP, to the Society of Corporate Compliance and Ethics Conference on September 12, 2005. Patrick Daugherty acknowledges the editorial assistance of Mariel Estigarribia. 3 an appearance of impropriety. The nature and cost of such gifts, regardless of value,
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