Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Corporation;

Compliance with applicable laws and governmental rules and regulations;

The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

Accountability for adherence to the Code.

Not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Corporation whereby the Covered Person would benefit personally to the detriment of the Corporation;

Not cause the Corporation to take action, or fail to take action, for the individual personal benefit of the Covered Person rather than for the benefit of the Corporation;

Not use material non-public knowledge of transactions made or contemplated by the Corporation to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

Not take for themselves personally opportunities that are discovered through the use of corporate property or information or their position with the Corporation;

Not use corporate property or information or their position with the Corporation for personal gain; and

Not compete with the Corporation.

Service as a director on the board of directors of any public or private company;

The receipt of any non-nominal gifts, favors, loans or preferential treatment from any person or company with which the Corporation has current or prospective business dealings. For purposes of this Code, “non-nominal” are those gifts with a value in excess of $100;

The receipt of any entertainment from any company with which the Corporation has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

Any ownership interest in, or any consulting or employment relationship with, any of the Corporation’s service providers;

A direct or indirect financial interest in commissions, transaction charges or spreads paid by the Corporation for effecting any sale or repurchase of securities, other than an interest arising from the Covered Person’s employment, such as compensation or equity ownership; and

Any business transaction between the Corporation and any family members of Covered Persons.

Each Covered Person should endeavor to deal fairly with the Corporation’s customers, suppliers, competitors and employees. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Each Covered Person should maintain the confidentiality of information entrusted to them by the Corporation or its customers, except when disclosure is authorized by an appropriate officer of the Corporation or required by law. Confidential information includes all non-public information that might be useful to the Corporation’s competitors or harmful to the Corporation or its customers, if disclosed.

Each Covered Person should protect the Corporation’s assets and ensure that the Corporation’s assets are used for the benefit of the Corporation.

Each Covered Person should be familiar with the disclosure requirements generally applicable to the Corporation;

Each Covered Person should not knowingly misrepresent, or cause others to misrepresent, facts about the Corporation to others, whether within or outside the Corporation, including to the Corporation’s directors and auditors, and to governmental regulators and self-regulatory organizations, such as the New York Stock Exchange;

Each Covered Person should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Corporation with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Corporation files with, or submits to, the SEC and in other public communications made by the Corporation; and

It is the responsibility of each Covered Person to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

Upon adoption of the Code (or thereafter upon becoming a Covered Person, as applicable), affirm in writing to the Board that he or she has received, read and understands the Code;

Not retaliate against any employee or Covered Person or their affiliated persons for reports of potential violations that are made in good faith;

Notify the CEO, the CLO or the Committee promptly or call the toll-free hotline at 1-866-494-3161 if he or she knows of any violation of this Code or of any laws, rules or regulations. Failure to do so is itself a violation of this Code; and

Report at least annually any change in his or her affiliations from the prior year.

The CEO, the CLO and the Committee will take any action he or it considers appropriate to investigate any actual or potential violations reported to him;

If, after such investigation, the CEO, the CLO or the Committee believes that no violation has occurred, the CEO, the CLO or the Committee shall meet with the person reporting the violation for the purposes of informing such person of the reason for not taking action;

If reported to the CEO or the CLO, any matter that the CEO or the CLO believes is a violation will be reported to the Committee;

If the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Corporation; or dismissal of the Covered Person as an officer or employee of the Corporation; and

Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by the rules of the SEC and the New York Stock Exchange.